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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
<TABLE>
<S> <C>
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
[X] Definitive proxy statement Commission Only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
KEYCO BOND FUND, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DAVID W. GEISS, ESQ.
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN REGISTRANT)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any party of the fee is offset as provided by Exchange Act
Rule 1-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form of Schedule and the date of filing.
(1) Amount Previously Paid:
(2) Form Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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KEYCO BOND FUND, INC.
27777 FRANKLIN ROAD, SUITE 1850
SOUTHFIELD, MICHIGAN 48034
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 12, 2000
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Keyco
Bond Fund, Inc., a Michigan corporation (the "Company"), will be held at the
principal executive offices of the Company, 27777 Franklin Road, Suite 1850,
Southfield, Michigan, on Tuesday, December 12, 2000, at 11:00 a.m., E.S.T., for
the following purposes:
(1) To elect five directors to serve until the next Annual
Meeting of Shareholders;
(2) To consider and act upon a proposal to ratify the
appointment of PricewaterhouseCoopers LLP as independent auditors for
the year ending September 30, 2001; and
(3) To transact such other business as may properly come
before the meeting or any adjournments thereof.
Information with respect to the above matters is set forth in the Proxy
Statement, dated November 17, 2000, which accompanies this Notice.
The Board of Directors has fixed the close of business on November 3,
2000, as the record date for determining shareholders entitled to notice of and
to vote at the Annual Meeting.
Please execute and promptly return the enclosed Proxy (i.e. yellow
sheet). Your designation of a proxy is revocable and will not affect your right
to vote in person in the event you find it convenient to attend the meeting.
By Order of the Board of Directors
JOEL D. TAUBER
President
Southfield, Michigan
November 17, 2000
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KEYCO BOND FUND, INC.
27777 FRANKLIN ROAD, SUITE 1850
SOUTHFIELD, MICHIGAN 48034
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 12, 2000
This Proxy Statement and the accompanying form of proxy are to be first
mailed on or about November 17, 2000 to all shareholders of record on November
3, 2000, and is furnished in connection with the solicitation of proxies by the
Board of Directors of Keyco Bond Fund, Inc., a Michigan corporation (the
"Company"), to be used at the Annual Meeting of Shareholders to be held at 11:00
a.m., E.S.T., on Tuesday, December 12, 2000, and at any adjournments thereof.
Shares cannot be voted at the meeting unless the holder is present in
person or represented by proxy. Proxies are revocable by written notice to the
Secretary of the Company at any time prior to their exercise. Proxies may also
be revoked by a shareholder attending and voting in person at the meeting.
Shares of the Company's stock represented by any unrevoked proxy in the enclosed
form, if such proxy is properly executed and is received prior to the meeting,
will be voted in accordance with the specifications made on such proxy or, if no
specification has been made on such proxy, will be voted for the election as
directors of the nominees listed herein and in favor of the proposal to ratify
the selection of auditors. The Board of Directors does not intend to present any
other matters at the Annual Meeting. However, should any other matters properly
come before the Annual Meeting, the proxy holders will have discretionary
authority to vote upon such matters and, in such event, it is the intention of
such proxy holders to vote the proxy in accordance with their best judgment. For
purposes of determining the number of votes cast with respect to any voting
matter, only those cast "for" or "against" are included. Abstentions are counted
only for purposes of determining whether a quorum is present at the Annual
Meeting. Broker non-votes are not counted for any purpose. A majority of the
outstanding shares of the Company, represented in person or by proxy, will
constitute a quorum at the meeting.
The Common Stock of the Company is the only class of securities which
is entitled to vote at the meeting. As of the close of business November 3,
2000, the record date for determining shareholders who are entitled to receive
notice of and to vote at the meeting, there were 1,267,258 shares of Common
Stock issued and outstanding. Each share is entitled to one vote. The presence
at the meeting, in person or by proxy, of the holders of a majority of shares of
stock of the Company is necessary to constitute a quorum.
The cost of soliciting proxies, which may be conducted by mail,
telephone, in person or otherwise, will be borne by the Company. The mailing
address of the Company's principal executive offices is 27777 Franklin Road,
Suite 1850, Southfield, Michigan 48034.
MATTERS TO COME BEFORE THE MEETING
(1) ELECTION OF DIRECTORS
Five directors are to be elected at the meeting. The directors of the
Company are elected annually by the shareholders, to serve until the next annual
meeting of shareholders or until their death, resignation, or removal. The
nominees named in the table below have each indicated a willingness to serve if
elected. If any nominee should be unable to serve or is otherwise unavailable
for election, and if any other persons are nominated, the persons designated as
"proxies" on the accompanying form of proxy will have discretionary authority to
vote or refrain from voting in accordance with their judgment on such other
nominees unless authority to vote on such matter is withheld.
1
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<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned
------------------
Principal Occupation Director Percent
Name and Age (Past five years) Since Number of Class
------------ ------------------------- -------- ------ ---------
<S> <C> <C> <C> <C>
Gail A. Dishell, 64(1) Vice President of the Company since 1984 469,529(2) 37.1%
September 1979; Investor
Mark E. Schlussel, 60 Of Counsel to the firm of Pepper, Hamilton and 1979 -0-
Scheetz, attorneys (since January 1995) (Detroit,
Michigan); previously Partner in firm of Miller,
Canfield, Paddock and Stone, attorneys (from
October 1990 to January 1995) (Detroit, Michigan)
David K. Page, 67 Partner in the firm of Honigman Miller Schwartz 1989 -0-
and Cohn, attorneys (Detroit, Michigan); director of
Meadowbrook Insurance Group, Inc. (since March
2000) (Southfield, Michigan)
Thomas E. Purther, 35(1) Partner in Key Homes, residential housing builder 1994 24,715(3) 2.0%
(since December 1993) (Farmington Hills, Michigan),
Vice Chairman and Chief Executive Officer of
Paramount Bancorp, commercial bank holding company
(since February 1998) (Farmington Hills, Michigan) and
Chief Executive Officer of Global Commercial Credit,
LLC, business receivables insurance agency (since
March 1996) (Farmington Hills, Michigan)
Ellen T. Horing, 38(1) Portfolio manager of Highgate Partners, an investment 1995 53,477(4) 4.2%
partnership (since January 1993) (Mt. Kisco,
New York)
</TABLE>
-------------------
1 Ms. Dishell, Mr. Purther and Ms. Horing are "interested persons" as
defined in Section 2(a)(19) of the Investment Company Act of 1940
because of their status as an officer, director, holder of more than
5% of the Company's Common Stock and/or the immediate family member of
any of the foregoing.
2 Includes certain shares pursuant to which Ms. Dishell is sole trustee.
See "Principal Shareholders." Does not include 1,000 shares held by
Ms. Dishell's husband, as to which she disclaims any beneficial
ownership.
3 These shares are held in a trust for the benefit of Mr. Purther; Ms.
Barbara J. Keywell (formerly Ms. Barbara J. Purther) serves as the
sole trustee of such trust with voting and dispositive powers. See
"Principal Shareholders."
4 These shares are held in a trust for the benefit of Ms. Horing; Ms.
Shelby M. Tauber and Mr. Joel D. Tauber serve as co-trustees of such
trust with voting and dispositive powers. See "Principal
Shareholders."
All directors and officers of the Company, as a group, beneficially own
1,257,283 shares (99.2%) of the Company's outstanding Common Stock. See
"Principal Shareholders."
2
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All of the nominees were previously elected as directors at the last
annual meeting of shareholders. Shelby M. Tauber, Barbara J. Keywell and Gail A.
Dishell, each of whom is an officer and/or a director and a principal
shareholder, are sisters. In addition, Thomas E. Purther is the son of Ms.
Keywell, and Ms. Horing is the daughter of Ms. Tauber. The Board of Directors
has no committees. Directors who are not "interested persons" of the Company as
defined in the Investment Company Act of 1940 (i.e., Messrs. Schlussel and Page)
are presently paid a fee of $1,000 per meeting. During the year ended September
30, 2000, the Board of Directors met once and all directors were present. During
the year ended September 30, 2000, no remuneration of any form was paid to the
Company's officers or directors, other than as described above with respect to
the Company's two outside directors and $25,000 for accounting and
administrative services provided by an entity owned by an officer of the
Company.
The nominees receiving a plurality of votes cast at the meeting will be
elected directors.
(2) RATIFICATION OF APPOINTMENT OF AUDITORS
The directors of the Company who are not "interested persons" have
unanimously appointed PricewaterhouseCoopers LLP, independent public
accountants, to audit the financial statements of the Company for the current
fiscal year ending September 30, 2001. This firm served in such capacity for the
year ended September 30, 2000, and has no direct or indirect interest in the
Company other than as its auditors and independent accountants. This appointment
will be submitted to shareholders at the meeting for ratification. The
affirmative vote of a majority of the shares of Common Stock present at the
meeting is required to appoint PricewaterhouseCoopers LLP as the Company's
auditors. A representative of PricewaterhouseCoopers LLP is not expected to be
present at the meeting.
FURTHER INFORMATION
PRINCIPAL SHAREHOLDERS
The following table sets forth certain information concerning those
persons who were, on November 3, 2000, believed by the Company to be beneficial
owners of more than 5% of the outstanding shares of the Company's Common Stock,
and also sets forth certain information about ownership of shares of Common
Stock by all directors and officers of the Company as a group:
<TABLE>
<CAPTION>
Name and Address Shares Beneficially Owned
of Beneficial Owner Nature of Beneficial Ownership Number Percent
------------------- ------------------------------ ------ -------
<S> <C> <C> <C>
Shelby M. Tauber Shares as to which Ms. Tauber exercises sole voting
150 East 69th Street and investment powers.................................................. 226,904
Apartment 27
New York, NY
Shares held in various trusts pursuant to which Ms.
Tauber and Joel D. Tauber are co-trustees with voting
and investment powers.................................................. 144,186
-------
371,090 29.3%
======= ====
Barbara J. Keywell Shares as to which Ms. Keywell exercises sole voting
2200 Tottenham and investment powers.................................................. 253,882
Bloomfield Hills, MI
Shares held in various trusts pursuant to which Ms.
Keywell is sole trustee with voting and investment
powers................................................................. 96, 942
-------
350,824 27.7%
======= ====
</TABLE>
3
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<TABLE>
<S> <C> <C> <C>
Gail A. Dishell Shares as to which Ms. Dishell exercises sole voting
26721 Carol and investments powers................................................. 251,644
Franklin, MI
Shares held in various trusts pursuant to which Ms.
Dishell is sole trustee with voting and investment powers 217,885
-------
469,529(1) 37.1%
======= ====
Joel D. Tauber Shares as to which Mr. Tauber exercises sole voting
2991 Long Ridge Ct. and investment powers.................................................. 65,840
West Bloomfield, MI
Shares held in various trusts pursuant to which Mr.
Tauber and Shelby M. Tauber are co-trustees with voting
and investment powers.................................................. 144,186
-------
210,026 16.6%
======= ====
</TABLE>
-------------------------
(1) Does not include 1,000 shares held by Ms. Dishell's husband, as to
which she disclaims any beneficial ownership.
All directors and officers of the Company, as a group, beneficially own
1,257,283 shares (99.2%) of the Company's outstanding Common Stock.
EXECUTIVE OFFICERS
Set forth below is certain information concerning the Company's present
executive officers, including name, age, principal occupation and business
experience during the past five years, and length of service as an officer of
the Company:
<TABLE>
<CAPTION>
Name and Age Office and Term of Service
------------ --------------------------
<S> <C>
Joel D. Tauber, 65 President since October 1995. Also a manufacturing executive, business
consultant and investor since prior to 1995; Chairman of the Board of
Complex Tooling & Molding, Inc. (Boulder, Colorado) since March 1996;
Chairman of the Board of Key Plastics, Inc. (Novi, Michigan) since July 1995;
Chairman of the Board of Keywell Corporation (Chicago, Illinois) since 1996
(previously Co-Chairman since prior to 1996); member of Management
Committee of Key Plastics, LLC (Novi, Michigan) since 1997. Key Plastics,
LLC filed for Chapter 11 bankruptcy protection on March 23, 2000 in U.S.
Bankruptcy Court, Eastern District of Michigan.
Gail A. Dishell, 64 Vice President since September 1979
Shelby M. Tauber, 65 Treasurer since September 1979
Barbara J. Keywell, 60 Secretary since September 1979
</TABLE>
Except as described above, none of the Company's executive officers
have been employed in a principal occupation for the past five years.
4
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INFORMATION CONCERNING INVESTMENT MATTERS
Determination Not to Use Investment Adviser; Termination of Investment
Advisory Contract
At its October 19, 1994 meeting, the Board of Directors decided not to
retain the services of an outside investment adviser and, instead, determined
that the Company, acting through its officers and with review provided by the
Board, will make investment decisions internally on a going-forward basis.
The Board's decision not to retain the services of an investment
adviser was made after careful deliberation and was based upon several factors,
including the following:
- The Company's investment objectives are relatively clear-cut
and uncomplicated. The Company's primary investment objective,
as reported in prior filings with the Securities and Exchange
Commission, is "to receive as high a level of current interest
income exempt from federal income taxes as is available from
Municipal Bonds (as defined therein) and as is consistent with
prudent investment management and preservation of capital, and
capital appreciation will be a minor investment objective of
the Company." As a result of this objective, the Company
invests in high quality bonds which typically have relatively
low turnover.
- Given the relatively low turnover in investment securities,
the Board has been able to closely monitor the investment
activity of the Company.
- The fees charged by potential third party investment advisers
were relatively high and, in light of the net benefit to be
provided to the Company, unacceptable.
As a result of its decision not to retain an outside investment
adviser, the Company and Comerica Bank (the "Bank"), effective as of October 19,
1994, terminated the Management and Custodial Agreement, dated September 5,
1979, pursuant to which Agreement the Bank had been providing certain investment
advisory and custodial account services to the Company. Following such
termination, however, the Company and the Bank entered into a Custodial Account
Agreement, dated October 19, 1994, pursuant to which the Bank continued to
provide certain custodial account services for the Company.
Portfolio -- Allocation and Transactions
The Company's investment portfolio has consisted, and will continue to
consist of, debt obligations issued by states, counties, cities and their
political subdivision or agencies, the interest on which is exempt from federal
income tax in the opinion of bond counsel to the issuer ("Municipal Bonds").
Municipal Bonds are normally traded in the over-the-counter market on a net
basis (without commissions) through dealers acting for their own account and not
as brokers. Because of this fact, there are no stated commissions charged with
respect to trades for transactions in the Company's portfolio securities.
When purchasing or selling Municipal Bonds, the Company seeks to obtain
the prompt execution of orders at the most favorable prices available. To the
extent that, in the Company's experience, the execution capabilities and prices
offered by more than one dealer have been comparable, the Company may, in its
discretion, choose to purchase and sell Municipal Bonds from and to dealers who
provide research, statistical and other information to the Company. However, it
is not the Company's policy to pay a higher price to a dealer solely because it
has supplied these services. Although this type of information is useful to the
Company, it is believed that such services will not reduce the Company's normal
research activities. The Company believes that the types of research services
and information which will be provided by dealers will consist principally of
research reports on particular issues of Municipal Bonds and technical
information concerning general market conditions for Municipal Bonds.
5
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CERTAIN REPORTING REQUIREMENTS
Under the federal securities laws, the Company's directors, its
executive officers, and any persons holding more than 10% of the Company's
Common Stock (collectively, the "Reporting Persons") are required to file
reports with the Securities and Exchange Commission, and to provide the Company
with copies of same, relative to their ownership of the Common Stock, which
reports need to be filed at such time as they first become a Reporting Person
and at such time or times as any changes occur in their beneficial ownership of
the Common Stock. Specific due dates for filing these reports have been
established and the Company is required to disclose in this Proxy Statement any
failure to timely file these reports.
Based on a review of the reports filed by the Reporting Persons, during
and with respect to the fiscal year ended September 30, 2000, and/or on
representations of its Reporting Persons with respect to the fiscal year ended
September 30, 2000, the Company believes that the foregoing reporting
requirements have been satisfied by the Company's Reporting Persons.
OTHER MATTERS AND SHAREHOLDER PROPOSALS
At the date of this Proxy Statement, management is not aware of any
matters to be presented for action at the meeting other than those described
above. However, if any other matters should come before the meeting, it is the
intention of the persons named in the accompanying proxy card to vote in
accordance with their judgment on such matters.
Shareholder proposals intended to be presented at the 2001 annual
meeting which are eligible for inclusion in the Company's proxy statement for
that meeting under Rule 14a-8 promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), must be received by the Company at its
principal executive offices no later than July 20, 2001. Shareholder proposals
intended to be presented at the 2001 annual meeting which are not eligible for
inclusion in the Company's proxy statement for that meeting under Rule 14a-8 are
considered untimely under Rule 14a-5 promulgated under the Exchange Act unless
received by the Company at its principal executive offices no later than October
3, 2001.
Southfield, Michigan
November 17, 2000
6
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KEYCO BOND FUND, INC.
PROXY SOLICITED BY BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 12, 2000
The undersigned shareholder hereby appoints JOEL D. TAUBER and KENNETH
E. KLUSKA, or either one of them, proxies with the power of substitution to
vote, as designated below, all shares of Common Stock which the undersigned may
be entitled to vote at the Annual Meeting of the Shareholders to be held on
Tuesday, December 12, 2000 at 11:00 a.m., or at any adjournment thereof, on the
following matters described in the Proxy Statement dated November 17, 2000.
<TABLE>
<S><C>
1. ELECTION OF DIRECTORS:
/ / FOR all nominees listed below or / / WITHHOLD AUTHORITY to
any substitute for any of them. vote for all nominees listed below.
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE NOMINEE STRIKE THROUGH HIS OR HER NAME BELOW)
Gail A. Dishell Mark E. Schlussel
Thomas E. Purther David K. Page
Ellen T. Horing
2. RATIFYING THE SELECTION of PricewaterhouseCoopers LLP as independent auditors for the
year ending September 30, 2001.
/ / FOR / / AGAINST / / ABSTAIN
</TABLE>
The undersigned instructs the proxies to vote as specified in the proxy
on the matters described in the Proxy Statement dated November 17, 2000. Proxies
will be voted as instructed.
AUTHORITY IS ALSO GRANTED TO SUCH PROXIES TO VOTE IN THEIR DISCRETION
UPON ANY OTHER BUSINESS WHICH MAY PROPERLY COME BEFORE THE MEETING. IF NO
SPECIFICATION IS MADE, PROXIES WILL VOTE AS FOLLOWS: (I) UNDER ITEM 1, FOR
ELECTION OF THE NOMINEES NAMED ABOVE OR ANY SUBSTITUTED FOR ANY OF THEM; AND
(II) FOR ITEM 2.
Receipt is hereby acknowledged of the Notice of Annual Meeting of
Shareholders and Proxy Statement, each dated November 17, 2000.
Dated: , 2000
------------------------------
-----------------------------------------------
Signature
Signature
-----------------------------------------------
Please sign exactly as name appears
hereon. If the stock is registered in
the names of two or more persons, each
should sign. Executors, administrators,
trustees, guardians, attorneys and
corporate officers should add their
titles.
