SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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 by
[_] Definitive Additional Materials Rule 14a-6(e)(2))
[_] Soliciting Material Pursuant to
(Sec.)240.14a-11(c) or (Sec.)240.14a-12
ALTERMAN INVESTMENT FUND, INC
----------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
----------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Filing Fee Required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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 part of the fee is offset as provided by Exchange Act
Rule 0-11(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 or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
ALTERMAN INVESTMENT FUND, INC.
182 HILDERBRAND DRIVE
SUITE 102
ATLANTA, GEORGIA 30328
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD AUGUST 11, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of
Alterman Investment Fund, Inc., a Delaware corporation (the "Company"), will be
held August 11, 1998, at 11:00 a.m., at the principal offices of the Company at
182 Hilderbrand Drive, Suite 102, Atlanta, Georgia 30328, for the following
purposes:
A. Election of five (5) directors to hold office until the next annual
meeting of stockholders and until their successors shall be elected and shall
qualify, as shown in the enclosed Proxy Statement.
B. To ratify or reject the selection by the Board of Directors of
Birnbrey, Minsk & Minsk LLC as auditors of the Company for fiscal 1999.
C. The transaction of such other business as may properly come before
the meeting or any adjournment thereof.
Only Common Stockholders of record on the books of the Company at the
close of business on July 3, 1998, will be entitled to vote at the meeting.
We hope you will be able to attend the meeting in person, but if you
cannot be present, it is important that you complete, sign, and promptly return
the enclosed proxy in order that your vote may be cast at the meeting.
MAX ALTERMAN
President
DATED: July 8, 1998
Enclosures:
A copy of the Annual Report of Alterman Investment Fund, Inc. for the
fiscal year ended April 30, 1998, containing financial statements, is enclosed
herewith.
548839.3
<PAGE>
ALTERMAN INVESTMENT FUND, INC.
182 HILDERBRAND DRIVE
SUITE 102
ATLANTA, GEORGIA 30328
1998 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The following information is furnished in connection with the
solicitation of proxies for the 1998 Annual Meeting of Stockholders of Alterman
Investment Fund, Inc. (hereinafter called the "Company").
A form of proxy for use at the meeting is enclosed. Any stockholder who
executes and delivers a proxy has the right to revoke the same at any time
before it is voted. The solicitation of proxies is made by and on behalf of the
management of the Company.
The cost of solicitation of proxies will be borne by the Company. The
Company will authorize banks, brokerage houses and other custodians, nominees or
fiduciaries to forward copies of proxy material to the beneficial owners of
shares or to request authority for the execution of the proxies and will
reimburse such banks, brokerage houses and other custodians, nominees or
fiduciaries for their out-of-pocket expenses incurred in connection therewith.
This Proxy Statement and form of proxy were first mailed to stockholders on or
about July 8, 1998.
As of July 3, 1998, the record date, there were outstanding 787,769
shares of the Company's Common Stock, $2.50 par value. The holders of Common
Stock vote as a single class and are entitled to one vote per share,
noncumulative.
The following table sets forth certain information concerning each
person known to the Company to be a beneficial owner of more than five (5%)
percent of the outstanding shares of Common Stock of the Company as of July 3,
1998.
548839.4
<PAGE>
Name and Address Amount of Beneficial
of Beneficial Owner Ownership (a)(b) Percent of Class
___________________ ____________________ ________________
Rosalie Alterman
182 Hilderbrand Drive, Suite 102
Atlanta, GA 30327 150,335 19.1%
Estate of Sam P. Alterman
182 Hilderbrand Drive, Suite 102
Atlanta, GA 30328 115,420 14.7%
Estate of David Alterman
182 Hilderbrand Drive, Suite 102
Atlanta, GA 30328 50,533 6.4%
Estate of Malcolm Alterman
182 Hilderbrand Drive, Suite 102
Atlanta, GA 30328 64,696 8.2%
Paul Alterman
182 Hilderbrand Drive, Suite 102
Atlanta, GA 30328 131,736 16.7%
Daniel Alterman
182 Hilderbrand Drive, Suite 102
Atlanta, GA 30328 49,200 6.3%
Laura A. Cox
5255 W. Bank Drive
Marietta, GA 30068 56,577 7.2%
Paula A. Kaplan
2746 Ridgewood Road, N.W.
Atlanta, GA 30327 83,878 10.6%
Joanne A. Singer
2793 Ridge Valley Road, N.W.
Atlanta, GA 30327 76,098 9.6%
(a) Includes the beneficial ownership of shares of Common Stock held by the
named individuals and their spouse or widow individually or as custodian or
trustee as follows: Estate of Sam P. Alterman - 1,890 shares by estate of
deceased spouse disclaimed by the estate of Sam P. Alterman, 69,402 shares held
by Alterman Real Estate, Ltd., a Georgia limited partnership of which Alterman
Real Estate Corp. and Paul Alterman are the sole general partners and the estate
of the deceased spouse of Sam P. Alterman is the sole limited partner and 40,000
shares held by the Sam P. Alterman Family Foundation, Inc., a non-profit
corporation of which Paul Alterman, Laura A. Cox and Daniel Alterman are three
of five trustees; Estate of David Alterman 1,105 shares by widow and 49,428
shares held under two marital trusts under the will of David Alterman, in the
amount of 11,894 shares and 37,534 shares, respectively; Estate of Malcolm
Alterman - includes 20,300 shares held by the Malcolm Alterman Limited
Partnership; Paul Alterman - 69,402 shares held by Alterman Real Estate, Ltd.,
40,000 shares held by the Sam P. Alterman Family Foundation, Inc., 11,955 shares
held as custodian for two minor children, and 100 shares held by his wife;
Daniel Alterman - 40,000 shares held by the Sam P. Alterman Family Foundation,
of which he is one of
548839.4
2
<PAGE>
five trustees; Laura Alterman Cox - 40,000 shares held by the Sam P.
Alterman Family Foundation, of which she is one of five trustees, and
6,977 shares held as custodian for two minor children; Paula A. Kaplan
- 12,300 held by her husband, and 12,853 shares held as co-trustee of
two trusts established under the will of Esther Alterman; and Joanne A.
Singer -1,120 shares held by husband and 12,853 shares held as
co-trustee of two trusts established under the will of Esther Alterman.
(b) Shares which are beneficially owned by the emancipated decendants of
the named individuals are not included in the table. Each of the named
individuals disclaims the beneficial ownership of shares held by their
emancipated descendants and the wives of their emancipated descendants.
As stated in the Notice of Annual Meeting of Stockholders, attached
hereto, only holders of Common Stock of record on the close of business on July
3, 1998 will be entitled to notice of and to vote at the meeting or any
adjournment thereof. The stock transfer book will not be closed.
ELECTION OF DIRECTORS
Five directors are to be elected. The proxyholders intend to vote for
the five persons named below as directors for a one-year term of office.
Management recommends that the five nominees named below be elected to
the Board of Directors for one-year terms of office. The five nominees have
consented to being named in the proxy statement and to serve if elected. Unless
otherwise directed in the proxy form, the proxyholders intend to vote in favor
of electing the five nominees as directors for one-year terms of office and
until their respective successors are elected and shall qualify.
Although management does not contemplate the possibility, in the event
any nominee is not a candidate or is unable to serve as a director at the time
of the election, the proxies will be voted for any nominee who shall be
designated by the present Board of Directors to fill such vacancy.
548839.4
3
<PAGE>
The current members of the Board of Directors, who own of record and
beneficially approximately 18% of the voting securities of the Company, have
informed the Company that they intend to vote for the election of the five
nominees named below.
The name and age of each nominee, the term of office for which he is
proposed to be elected, his principal occupation, the period during which he has
served as a director, the number of shares of Company Common Stock beneficially
owned directly or indirectly by each nominee as of the close of business on July
3, 1998, and the percentage of outstanding shares of the Company's Common Stock
such ownership represented at July 3, 1998 (according to information received by
the Company) are as set out below.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
BENEFICIALLY PERCENT
OWNED AS OF OF OUT-
PRINCIPAL DIRECTOR TERM JULY 3, STANDING
NAME OCCUPATION AGE SINCE EXPIRES 1998(1) SHARES
- ----- ---------- --- ------- ------- ------- ------
<S> <C> <C> <C> <C> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------
Perry Alterman * General Manager, Cumberland 61 1991 1998 15,900(2) 2.0(2)
Real Estate (family real estate
holdings)
- ------------------------------------------------------------------------------------------------------------------------
Daniel Alterman*(3) Partner, Alterman Real Estate, 44 1998 1998 49,200 6.3
Ltd.
- ------------------------------------------------------------------------------------------------------------------------
Kusiel Kaplan*(3) General Manager, Alterman 79 1998 1998 71,025 9.0
Enterprises, Ltd.
- ------------------------------------------------------------------------------------------------------------------------
Stanley Friedman(3) Management of personal 67 1998 1998 7,000(2) 0.8
investments
- ------------------------------------------------------------------------------------------------------------------------
Joel J. Fryer Judge, Superior Court of Fulton 69 1980 1998 None 0
County, Georgia
- ------------------------------------------------------------------------------------------------------------------------
All Officers and Directors 165,688(2) 21.0(2)
as a Group (7 persons)
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
* The named individual is an "interested person" as defined in the
Investment Company Act of 1940 due to the extent of such person's
holdings of Company Common Stock and/or position as an officer of the
Company.
548839.4
4
<PAGE>
(1) Includes the beneficial ownership of shares of Common Stock held by
the named individuals and their wives individually or as custodian for
their minor children as follows: 1,300 shares held by Perry Alterman
as custodian for minor children. Includes 6,500 shares held by Perry
Alterman as custodian for a sibling. As to Daniel Alterman, includes
40,000 shares held by the Sam P. Alterman Family Foundation of which
he is one of five trustees. As to Kusiel Kaplan, includes 58,725
shares held by wife.
(2) Shares which are beneficially owned by the emancipated decendants of
Perry Alterman and Daniel Alterman and by or for the benefit of such
emancipated decendants are not included in the table. Messrs. Perry
and Daniel Alterman disclaim the beneficial ownership of the shares
held by their brothers and their brothers' wives, emancipated
decendants and by or for the benefit of their and their brothers'
emancipated decendants. As to Mr. Friedman, includes 6,000 shares held
in two corporations controlled by Mr. Friedman.
(3) Upon the resignation of Paul Alterman from the board of directors on
November 20, 1997, the board of directors elected Daniel Alterman to
fill the remaining term of the position left vacant by such
resignation. Effective March 17, 1998 the Board of Directors elected
Kusiel Kaplan to serve as a director of the Company to fill the
remaining term of the vacancy created by the death of Malcolm Alterman
(who had served as a director since 1986) and elected Stanley Friedman
to serve as a director to fill the remaining term of the vacancy
created by the death of Al Garber (who had served as a director since
1980).
C.H. Shepherd, 80, has been Controller of the Company since May 27,
1982 and Secretary of the Company since August 19, 1980 and will continue to
serve as Controller and Secretary until his successor is elected and qualifies.
The Company has no standing audit, nominating or compensation
committees.
During fiscal 1998, a total of four meetings of the Company's Board of
Directors were held. No director participated in fewer than 75% of the total
number of Board meetings.
During the past five years, the current directors of the Company have
been engaged in the principal occupation shown in the table above. Perry
Alterman and Daniel Alterman are cousins. Mr. Kaplan is the husband of Paula
Alterman Kaplan, an owner of approximately 10.6% of the outstanding Common Stock
of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based upon a review of Forms 3, 4 or 5, or written statements
representing that no Form 5 was required, furnished to the Company by the
Company's directors, officers subject to the provisions of
548839.4
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<PAGE>
Section 16 of the Securities Exchange Act of 1934, as amended ("Exchange Act")
and persons holding ten percent (10%) or more of the outstanding Common Stock of
the Company, the Company believes that all filing requirements of such persons
under Section 16 of the Exchange Act during the fiscal year ended April 30, 1998
have been satisfied except that Daniel Alterman filed one late Form 3.
INVESTMENT ADVISER'S
AGREEMENT WITH TRUST COMPANY BANK
On August 19, 1980, the stockholders approved the Investment Adviser's
Agreement (the "Adviser's Agreement") between the Company and SunTrust Bank,
formerly known as Trust Company Bank ("Adviser").
Adviser does not serve as investment adviser for any other "investment
companies" as defined in the Investment Company Act of 1940, as amended (the
"Investment Company Act"), but is responsible for the management of investments
of many private investment portfolios. None of the nominees to the Board of
Directors or present officers of the Company are officers, employees, or
directors of Adviser.
Under the Adviser's Agreement, Adviser furnishes the Company investment
advice with respect to the investment and reinvestment of the assets comprising
the Company's investment portfolio. The Adviser's Agreement further provides
that Adviser, as agent and attorney-in-fact with respect to the Company's
investment portfolio, may, when it deems appropriate, without prior consultation
with the Company and at the risk of the Company, buy, sell, exchange, convert or
otherwise trade in, retain or reinvest in securities and other investments,
place orders for the execution of such investment transactions with or through
such brokers, dealers, issuers or other persons as the Adviser may select, and
take any action or non-action that the Adviser reasonably deems appropriate. All
services provided the Company pursuant to the Adviser's Agreement are furnished
by Adviser.
548839.4
6
<PAGE>
Under the Adviser's Agreement, the Company is required to pay Adviser
for its services furnished under the Adviser's Agreement, within fifteen days
after the close of each calendar month, an amount equal to one-twelfth (1/12) of
.1125% of the market value of the Company's portfolio securities at the close of
each preceding calendar month. In addition, the Company has agreed to indemnify
Adviser in the absence of willful misfeasance, bad faith or gross negligence.
During fiscal 1998, the Company paid advisory fees aggregating $24,924 to
Adviser pursuant to the Adviser's Agreement.
In order to avoid any potential conflict of interest in connection with
the rendering of investment advice and the execution of investment transactions,
no investment transactions are made through the Bond Department of Adviser.
The Adviser's Agreement was entered into and became effective on August
20, 1980 and provides that it shall remain in effect for two years from such
date, and from year to year thereafter so long as continuance is specifically
approved at least annually by the Board of Directors of the Company or by vote
of the holders of a majority of the voting securities of the Company. In
addition, under the provisions of the Adviser's Agreement and of the Investment
Company Act the Adviser's Agreement may not be extended unless such extension is
approved annually by a majority of the directors of the Company who are not
parties to the contract or "interested persons" of any such party at a meeting
called for the purpose of considering approval of the Adviser's Agreement. On
May 27, 1982 the Board of Directors of the Company unanimously approved an
extension of the Adviser's Agreement through August 20, 1983, and a one-year
extension was unanimously approved in each subsequent year. On May 1, 1998, the
Board of Directors of the Company unanimously approved an extension of the
Adviser's Agreement through August 20, 1999.
548839.4
7
<PAGE>
The Adviser's Agreement further provides that each party has the right
to terminate the Adviser's Agreement without penalty upon sixty (60) days
written notice to the other party, and that the Adviser's Agreement will
automatically terminate in the event of its "assignment" as that term is defined
under the Investment Company Act, unless an order is issued by the Securities
and Exchange Commission conditionally or unconditionally exempting such
assignment from the provisions of Section 15(a) of the Investment Company Act in
which event the Adviser's Agreement shall remain in full force and effect.
The address of Adviser, a bank organized under the laws of the State of
Georgia and a member of the Federal Reserve System, is One Park Place, N.E.,
Atlanta, Georgia 30303.
SunTrust of Georgia, a bank holding company, owns 100% of the
outstanding stock of Adviser. The address of SunTrust of Georgia is One Park
Place, Atlanta, Georgia 30303.
The following table sets forth certain information concerning the
directors of Adviser:
<TABLE>
<CAPTION>
Position
With Position
SunTrust With
Name Bank Registrant Principal Occupation Address
____ ________ __________ ____________________ _______
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Mary B. Bullock Director None President, Agnes Scott Agnes Scott College
College 141 East College Ave.
Decatur, GA 30030
- --------------------------------------------------------------------------------------------------------------------------------
William M. Chace Director None President, Emory Emory University
University Atlanta, GA 30322
- --------------------------------------------------------------------------------------------------------------------------------
Gaylord O. Coan Director None Chief Executive Gold Kist, Inc.
Officer, Gold Kist, Inc. P.O. Box 2210
Atlanta, GA 30301
- --------------------------------------------------------------------------------------------------------------------------------
A.D. Correll Director None Chairman, Chief Georgia-Pacific Corporation
Executive Officer, P.O. Box 105605
Georgia-Pacific Atlantak, GA 30348
Corporation
- --------------------------------------------------------------------------------------------------------------------------------
R.W. Courts, II Director None President, Atlantic Atlantic Realty Company
Realty Company 50 Hurt Plaza
Atlanta, GA 30303
548839.4
8
<PAGE>
- --------------------------------------------------------------------------------------------------------------------------------
A.W. Dahlberg Director None Chairman, President, The Southern Company
and Chief Executive 270 Peachtree St., NE
Officer, The Southern Suite 2200
Company Atlanta, GA 30303
- --------------------------------------------------------------------------------------------------------------------------------
Larry L. Gellerstedt, III Director None President, and Chief American Business Products,
Executive Officer, Inc.
American Business P.O. Box 105684
Products, Inc. Atlanta, GA 30348
- --------------------------------------------------------------------------------------------------------------------------------
John T. Glover Director None President, Post Post Properties, Inc.
Properties, Inc. 3350 Cumberland Circle
Suite 2200
Atlanta, GA 30339
- --------------------------------------------------------------------------------------------------------------------------------
L. Phillip Humann Director None President, SunTrust SunTrust Banks, Inc.
Banks, Inc. P.O. Box 4418
Atlanta, GA 30302
- --------------------------------------------------------------------------------------------------------------------------------
William B. Johnson Director None Chairman of the Board, W.B. Johnson Properties,
and President, W.B. L.L.C.
Johnson Properties, 3424 Peachtree Road, N.E.,
L.L.C. Suite 2075
Atlanta, GA 30326
- --------------------------------------------------------------------------------------------------------------------------------
M. Douglas Ivester Director None Chairman of the Board The Coca-Cola Company
and Chief Executive P.O. Drawer 1734
Officer, The Coca-Cola Atlanta, GA 30301
Company
- --------------------------------------------------------------------------------------------------------------------------------
J. Hicks Lanier Director None Chairman of the Board Oxford Industries, Inc.
and President, Oxford 222 Piedmont Avenue, N.E.
Industries, Inc. Atlanta, Georgia
- --------------------------------------------------------------------------------------------------------------------------------
J.L. Lanier, Jr. Director None Chairman of the Board, Dan River, Inc.
Dan River, Inc. P.O. Box 261
Danville, VA 24543
- --------------------------------------------------------------------------------------------------------------------------------
Robert R. Long Chairman None President, SunTrust SunTrust Bank, Atlanta
and Bank, Atlanta P.O. Box 4418
President Atlanta, GA 30302
- --------------------------------------------------------------------------------------------------------------------------------
Dennis M. Love Director None President and Chief Printpack, Inc.
Executive Officer, P.O. Box 43687
Printpack, Inc. Atlanta, GA 30378
- --------------------------------------------------------------------------------------------------------------------------------
Charles H. McTier Director None President, Robert Robert Woodruff Foundation
Woodruff Foundation 50 Hurt Plaza
Suite 1200
Atlanta, GA 30301
- --------------------------------------------------------------------------------------------------------------------------------
Larry L. Prince Director None Chairman of the Board, Genuine Parts Company
Genuine Parts Company 2999 Circle 75 Parkway
Atlanta, GA 30339
- --------------------------------------------------------------------------------------------------------------------------------
R. Randall Rollins Director None Chairman of the Board, Rollins, Inc.
Rollins, Inc. P.O. Box 647
Atlanta, GA 30301
================================================================================================================================
</TABLE>
548839.4
9
<PAGE>
Portfolio Transactions and Brokerage
____________________________________
The Adviser's Agreement provides that Adviser will recommend and
implement investment decisions for the Company. Subject to the written direction
of the Directors and President of the Company, Adviser will select the brokerage
firms which effect securities transactions for the Company. The Company paid no
commissions during its last fiscal year.
The Adviser's Agreement provides that in placing orders for the
execution of portfolio transactions for the Company, Adviser may allocate such
transactions to such brokers and dealers for execution on such markets, at such
prices and at such commission rates as in the good faith judgment of Adviser
will be in the best interests of the Company. Adviser may take into
consideration in the selection of brokers and dealers not only available prices
and rates of brokerage commissions but also other relevant factors (including
execution capabilities, research and other services such as account evaluation,
analysis and reporting and market information services), which are expected to
enhance the general portfolio management capabilities of the Adviser.
Accordingly, transactions in securities may be effected on behalf of the Company
with brokers and dealers at prices and rates of commissions that may be in
excess of those which another broker might have charged for effecting the same
transaction, in recognition of the value of brokerage, research or other
services provided by the executing broker. Moreover, research services furnished
by brokers through whom securities transactions are effected on behalf of the
Company may be used by Adviser in servicing all of its accounts generally, and
not all of such services may be used by the Adviser in connection with the
Company. While there will be no agreement or formula for the allocation of
brokerage business on the basis of such factors, all else being equal, the Board
of Directors has designated certain brokers which have in the past provided
brokerage and other services to the Company as brokers to be selected in future
investment transactions.
548839.4
10
<PAGE>
Adviser performs various trust and investment advisory services for
various other clients. Under the Adviser's Agreement, Adviser may give advice
and take action with respect to any of its other clients, which may differ from
advice given or the timing or nature of action taken with respect to the
Company, so long as it is the policy of the Adviser, to the extent practical, to
allocate investment opportunities to the Company over a period of time on a fair
and equitable basis relative to other clients.
In addition, Adviser has no obligation to purchase or sell, or to
recommend for purchase or sale, for the Company, any security or other
investment which Adviser, its principals, affiliates or employees may purchase
or sell for its or their own accounts or for the account of any other clients,
if in the opinion of Adviser such transaction or investment appears unsuitable,
impractical or undesirable for the Company.
EXECUTIVE COMPENSATION
During the fiscal year ended April 30, 1998 no executive officer received
from the Company aggregate remuneration in excess of $60,000. Messrs. Max
Alterman, Malcolm Alterman, Paul Alterman, Perry Alterman, Daniel Alterman and
Kusiel Kaplan received no remuneration from the Company during their respective
tenure as directors or officers. Mr. Fryer received $6,400, Mr. Garber received
$3,700 prior to his death in December, 1997, Mr. Friedman received $750 since
becoming a director in March, 1998 and Mr. C. H. Shepherd, who is an officer but
not a director of the Company, received no remuneration as an officer. Mr.
Shepherd receives $1,510 per month in exchange for certain bookkeeping and
related regulatory compliance services rendered to the Company. Directors who
are not "interested persons" of the Company, as defined in the Investment
Company Act, receive $500 per month plus $200 per directors meeting attended in
person.
548839.4
11
<PAGE>
RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS
The independent certified public accountants selected by the Directors
and ratified by the stockholders of the Company to audit the financial and
accounting matters of the Company for fiscal 1998 was Birnbrey, Minsk & Minsk
LLC. Pursuant to the Investment Company Act, a majority of the entire Board of
Directors of the Company, including a majority of those members of the Board of
Directors of the Company who are not officers or employees or investment
advisors or interested persons of the investment advisor of the Company,
selected Birnbrey, Minsk & Minsk LLC as the Company's independent public
accountant for fiscal year 1999 subject to termination without penalty upon the
vote of a majority of the outstanding voting securities of the Company at a
meeting called for such purpose. The selection of Birnbrey, Minsk & Minsk LLC as
the Company's independent public accountant for fiscal year 1999 will be
submitted for ratification or rejection by the holders of a majority of the
shares voted at the meeting. The proxyholders named in the accompanying form of
proxy intend to vote "FOR" ratification of Birnbrey, Minsk & Minsk LLC as the
independent auditors of the Company for fiscal 1999 unless contrary action is
specified by the stockholders in the space provided in the form of proxy.
The Company expects that representatives of Birnbrey, Minsk & Minsk LLC
will be present at the Annual Meeting of Stockholders with the opportunity to
make a statement if they desire to do so and that they will be available to
respond to appropriate questions.
The members of the current Board of Directors, who own of record
approximately 18% of the voting securities of the Company, have informed the
Company that they intend to vote for ratification of the selection of Birnbrey,
Minsk & Minsk LLC as auditors of the Company for fiscal 1999.
548839.4
12
<PAGE>
STOCKHOLDER PROPOSALS
Appropriate proposals of stockholders intended to be presented at the
Company's next annual meeting of stockholders must be received by the Company by
March 16, 1999 for inclusion in its proxy statement and form of proxy relating
to that meeting. If the date of the next annual meeting is advanced by more than
30 calendar days or delayed by more than 90 calendar days from the date of the
annual meeting to which the proxy statement relates, the Company shall, in a
timely manner, inform its stockholders of the change, and the date by which
proposals of stockholders must be received.
OTHER MATTERS TO COME BEFORE THE MEETING
Management does not know of any other matters to come before the meeting.
However, if any other matters properly come before the meeting, it is the
intention of the persons designated as proxies to vote in accordance with their
best judgment on such matters.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS WHO DO
NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO SIGN, DATE AND RETURN
THE PROXY IN THE ENCLOSED ENVELOPE TO WHICH NO POSTAGE NEED BE AFFIXED.
548839.4
13
<PAGE>
ANNEX
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF
ALTERMAN INVESTMENT FUND, INC.
The undersigned stockholder(s) of Alterman Investment Fund, Inc. a
Delaware corporation, hereby acknowledges receipt of the Notice of Annual
Meeting of Stockholders and Proxy Statement, each dated July 8, 1998, and hereby
appoints Perry Alterman and Daniel Alterman, and either of them, proxies and
attorneys-in-fact, with full power of substitution, on behalf and in the name of
the undersigned, to represent the undersigned at the 1998 Annual Meeting of
Stockholders of Alterman Investment Fund, Inc. to be held on August 11, 1998 at
11:00 a.m., local time, at 182 Hilderbrand Drive, Suite 102, Atlanta, Georgia
30328 and at any adjournment or adjournments thereof, and to vote all shares of
Common Stock which the undersigned would be entitled to vote if then and there
personally present on the matters set forth on the reverse side.
This Proxy, when properly executed, will be voted in accordance with
the directions given by the undersigned stockholder. IF NO DIRECTION IS MADE, IT
WILL BE VOTED FOR PROPOSAL 1 AND FOR PROPOSAL 2, and as proxies deem advisable
on such other matters as may come before the meeting.
(Continued on reverse side)
<PAGE>
PLEASE DATE, SIGN AND MAIL
YOUR PROXY CARD BACK AS SOON AS
POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
ALTERMAN INVESTMENT FUND, INC.
AUGUST 11, 1998
<TABLE>
<CAPTION>
/ X / Please mark your
votes as in this
example.
FOR all nominees WITHHOLD
listed to right authority to
(except as marked vote for all
to the contrary nominees listed
below) at right
<S> <C> <C> <C> <C> <C>
FOR AGAINST ABSTAIN
1. To elect the / / / / Nominees: Perry Alterman 2. To approve / / / / / /
nominees listed Daniel Alterman ratification
at right to Kuisiel Kaplan of the selection
serve as Stanley Friedman of Birnbey, Minsk
directors of Joel J. Fryer & Minsk as auditors
The Alterman of Alterman Investment
Investment Fund, Funds, Inc. for fiscal
Inc. for the 1999, subject to
ensuing year. termination without
penalty upon vote of a
majority of the
outstanding voting
securities of Alterman
Investment Fund, Inc.
Instruction: To withhold authority to vote for any individual nominee, 3. In their discretion, upon such other matters
mark "FOR" hereon, and write that nominee's name in the space below. which may properly come before the meeting
or any adjournment or adjournments thereof.
______________________________ PLEASE COMPLETE, DATE, SIGN AND RETURN THIS
PROXY PROMPTLY.
Signature ____________________ ______________________________ Dated: ________________________, 1998
Signature, if held jointly (Please date this Proxy)
NOTE: (This Proxy should be marked, dated and signed by the stockholder(s) exactly as his or her name appears hereon, and
returned promptly in the enclosed envelope. Persons signing in a fiduciary capacity should so indicate. If shares are
held by joint tenants or as community property, both should sign.)
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