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. )
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
INVESTORS RESEARCH FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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INVESTORS RESEARCH FUND, INC.
3757 State Street, Suite 204
Santa Barbara, California 93105
March 15, 2000
Dear Shareholder:
Enclosed are proxy materials related to your shares in Investors Research
Fund, Inc. (the "Fund"). Please take a few minutes to read the proxy statement
and complete your proxy card. Your proxy must be received by no later than March
27, 2000, in order to be voted at the Annual Meeting of Shareholders on March
28, 2000. The meeting will begin at 11:00 a.m., local time, at the Santa Barbara
Four Seasons Biltmore Hotel, 1260 Channel Dr., Santa Barbara, California.
The enclosed proxy statement requests your vote to re-elect nine directors
for the Fund to serve until the next Annual Meeting of Shareholders and until
their successors are elected and qualified. You are also being asked to vote to
ratify the selection of Ernst & Young, LLP, as the independent public accountant
of the Fund for the current fiscal year.
Please review the enclosed material and complete, sign, date and return the
enclosed proxy card. It is important that you submit your proxy to ensure that
your shares are represented at the Special Meeting. If you have any questions
about the proxy, please call us at (310) 996-3256.
The Directors have carefully reviewed the proposals and unanimously
recommend that you approve them. Your vote is important for the proper
administration of the Fund. Thank you in advance for your participation and
prompt response in this matter.
Sincerely,
Glenn C. Weirick
President
Enclosures
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INVESTORS RESEARCH FUND, INC.
3757 State Street, Suite 204
Santa Barbara, California 93105
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 2000
To Our Shareholders:
The Annual Meeting of the shareholders of Investors Research Fund, Inc.
(the "Fund") will be held on March 28, 2000, at 11:00 a.m. local time at The
Santa Barbara Four Seasons Biltmore Hotel, 1260 Channel Dr., Santa Barbara,
California, for the following purposes:
1. To elect a Board of Directors to serve until the next annual meeting
of shareholders and until their successors are elected and qualified;
2. To ratify the selection of Ernst & Young, LLP as the independent
public accountants to be employed by the Fund for its current fiscal
year to sign or certify financial statements which may be filed by the
Fund with the Securities and Exchange Commission;
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
Shareholders of record at the close of business on January 28, 2000 are
entitled to notice of, and to vote at, the Annual Meeting. Your attention is
called to accompanying Proxy Statement. REGARDLESS OF WHETHER YOU PLAN TO ATTEND
THE ANNUAL MEETING, PLEASE COMPLETE, SIGN AND PROMPTLY RETURN THE ENCLOSED PROXY
CARD SO THAT A QUORUM WILL BE PRESENT AND A MAXIMUM NUMBER OF SHARES MAY BE
VOTED. If you are present at the Annual Meeting, you may change your vote, if
desired, at that time.
Glenn C. Weirick
President
March 15, 2000
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INVESTORS RESEARCH FUND, INC.
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PROXY STATEMENT
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 28, 2000
This Proxy Statement is furnished in connection with a solicitation of
proxies made by and on behalf of Investors Research Fund, Inc. (the "Fund"),
3757 State Street, Suite 204, Santa Barbara, California 93105, and the Fund's
management, to be used at the Annual Meeting of Shareholders of the Fund, to be
held on March 28, 2000, 11:00 a.m. local time, at The Santa Barbara Four Seasons
Biltmore Hotel, 1260 Channel Dr., Santa Barbara, California, for the purposes
set forth in the accompanying Notice of Annual Meeting of Shareholders. Such
solicitation is made primarily by the mailing of this Proxy Statement with its
enclosures. The approximate date of first mailing is expected to be March 15,
2000.
Supplementary solicitations may be made by mail and telephone and by
personal contact by employees of the Fund and others. The expenses in connection
with preparing and mailing this Proxy Statement and its enclosures and of such
solicitations will be paid by the Fund. In some instances, such supplementary
solicitations may be made by securities dealers by which shares of the Fund have
been sold and would be made at their own expense.
If the enclosed form of proxy is executed and returned, it may nevertheless
be revoked at the meeting or any time prior to the closing of the polls. A proxy
may be revoked by written notice to the Fund prior to the Annual Meeting, or by
execution of a subsequent proxy which is presented at the Annual Meeting, or by
personal vote at the Annual Meeting. All proxies solicited by the Fund's
management which are properly executed and received in time will be voted at the
Annual Meeting in accordance with the instructions thereon, if any, and if no
specification is made, will be voted in accordance with the judgment of the
proxy holders. Discretionary authority is conferred by the proxy as to all
matters not specifically noticed which may properly come before the Annual
Meeting. The Fund's management is not aware of any other matters to be presented
for action.
As of January 28, 2000 5,197,967 shares of capital stock of the Fund were
issued and outstanding. Shareholders of record at the close of business on
January 28, 2000 are entitled to vote at the Annual Meeting. The presence in
person or by proxy of persons entitled to vote a majority of the outstanding
voting shares at the Annual Meeting will constitute a quorum for the transaction
of business.
Abstentions and broker non-votes will be counted as present or represented
at the Annual Meeting for purposes of determining whether a quorum exists.
However, abstentions and broker non-votes with respect to any matter brought to
a vote at the Annual Meeting will be treated as shares not voted for purposes of
determining whether the requisite vote has been obtained. Also, if a broker
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indicates on the proxy that it does not, as to certain shares, have
discretionary authority to vote on a particular matter, those shares will not be
considered as present and entitled to vote with respect to that matter. In view
of the requirement that there be a certain number of affirmative votes, an
abstention or a broker no-vote has a negative impact as to a matter brought to a
vote.
To the knowledge of the Fund's management, at the close of business on
January 28, 2000, the only persons owning beneficially more than five percent of
the outstanding shares of the Fund were as follows: James Howard & Anna Mae
Noble Trust, 324,320 shares (6.24%).
PROPOSAL 1
ELECTION OF DIRECTORS
It is proposed that the current Board of nine directors be re-elected, each
director to hold office until the next annual meeting of shareholders and until
his successor is elected and qualified. It is the intention of the proxy holders
named in the accompanying form of proxy to vote all such proxies for the
election of each of the persons listed below unless shareholders specifically
indicate in their proxies their desire to withhold authority to vote for any
such person. A shareholder may nominate and vote for other persons as directors
of the Fund by indicating their names and the number of votes cast for each
candidate on the enclosed proxy.
Each nominee who is deemed an "interested person" of the Fund, as defined
in the Investment Company Act of 1940, is indicated by an asterisk.
<TABLE>
<CAPTION>
Name, Position with Fund Shares of Capital Stock Percent
and Principal Occupation Served Continuously Owned Beneficially as of of
During the Past 5 Years as a Director Since January 28, 2000 Class
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<S> <C> <C> <C>
GLENN C. WEIRICK,* PRESIDENT AND DIRECTOR. July 29, 1999 218,405 4.20%
President, Westcap Investors, LLC. 11111 Santa
Monica Boulevard, Los Angeles, CA 90025 (Age 63).
RICHARD CHERNICK, DIRECTOR. Retired partner of the January 22, 1997 10,244 .20%
Los Angeles law firm of Gibson, Dunn & Crutcher;
currently active in arbitration and mediation of
disputes in the Los Angeles area. 3055 Wilshire
Boulevard, Seventh Floor, Los Angeles CA 90010 (Age
53).
</TABLE>
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<TABLE>
<S> <C> <C> <C>
HARRY P. GELLES, DIRECTOR. Investments; Vice January 22, 1997 4,879 0.09%
President of Goldman Sachs & Co for 10 years;
Managing Director of Dean Witter Reynolds for 5
years; and Managing director of Cruttenden-Roth for
1 year. 1114 State Street, Suite 236, Santa
Barbara, CA 93101 (Age 65)
HUGH J. HAFERKAMP,* DIRECTOR. Attorney-at-law in January 22, 1997 2,116 0.04%
private practice in the Santa Barbara area;
formerly, legal counsel to the Fund for
approximately 19 years, and former President of the
Fund. 11800 Baccarat Lane, N.E., Albuquerque, NM
87111 (Age 72).
LEONARD S. JARROTT, DIRECTOR. Real estate January 24, 1996 0 0.00%
investment advisor and independent real estate
broker in Santa Barbara, California. 3532 Chuparosa
Drive Santa Barbara, CA 93105 (Age 54).
MICHAEL A. MARSHALL, DIRECTOR. Engaged in real February 10, 1994 4,633 0.09%
estate and property management, M-P Marshall & Co.;
formerly, Senior Vice-President of Prudential
California Realty. 2175 Boundary Drive, Santa
Barbara, CA 93108 (Age 63).
WILLIAM J. NASIF, DIRECTOR. Certified public February 14, 1996 0 0.00%
accountant and partner of Nasif, Hicks, Harris &
Co., Certified Public Accountants of Santa Barbara.
1111 Garden Street, Santa Barbara, CA 93101 (Age
57).
MARK SCHNIEPP, DIRECTOR. Economist and Director of August 12, 1994 0 0.00%
the Economics Forecast Project at the University of
California, Santa Barbara, California. 944 Randolph
Road, Santa Barbara, CA 93111 (Age 45).
DAN B. SECORD, DIRECTOR. Physician in private December 12, 1995 0 0.00%
practice of obstetrics and gynecology in Santa
Barbara; staff, Santa Barbara Cottage Hospital;
Member, Santa Barbara City Council. 2329 Oak Park
Lane, Santa Barbara, CA 93105 (Age 62).
</TABLE>
As of January 28, 2000, the Directors and officers of the Fund as a group
owned approximately 4.62% of the Fund's outstanding Shares.
It is not expected that any of the nominees will decline or become
unavailable for election; however, if this should happen, the discretionary
power given in the proxy may be used to vote for a substitute nominee or
nominees. During the fiscal year ended September 30, 1999, there were 5 meetings
3
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of the Board of Directors. [During the year, all of the directors attended at
least 75% of the Board meetings and the meetings of the Board Committees on
which they served.]
The Board of Directors established a Nominating Committee. The current
members of that Committee are Michael A. Marshall, Leonard S. Jarrott, and Harry
P. Gelles. Previously, the Directors of the Fund who are not interested persons
of the Fund (as defined in the Investment Company Act of 1940) served as a de
facto nominating committee as to the independent directors of the Fund. During
the fiscal year ended September 30, 1999, this de facto committee met 2 times.
The functions of the Committee are to recommend to the Board candidates for all
directorships and officer positions which are to be filled by the shareholders
or to be filled by the Board and to recommend to the Board directors to fill the
seats on Board committees. The Nominating Committee will consider nominees
recommended by Fund shareholders. Such recommendations should be in writing and
addressed to the Fund, Attention: Nominating Committee, with the name, address
and telephone number of the person recommended and of the recommending person.
The Board of Directors has also established an Audit Committee. The current
members of that Committee are William J. Nasif, Mark Schneipp, Dan B. Secord and
Richard Chernick. The Board of Directors has not adopted a written charter for
the Audit Committee. The functions of the Committee are to supervise and oversee
audits by the Fund's independent accountant, review the auditor's audit plans
and procedures and review the auditor's recommendations concerning the Fund's
accounting records, procedures and internal controls.
Each Director (other than Mr. Weirick) currently receives a fee of $ 500
for each meeting of the Board of Directors he attends. The total compensation
from the Fund received by the Directors (other than Mr. Weirick) for the fiscal
year ended September 30, 1999, is set forth below.
Aggregate Compensation
Name of Director From Fund
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Richard Chernick $ 1,000
Harry P. Gelles $ 4,000
Hugh J. Haferkamp $81,285*
Leonard S. Jarrott $ 3,000
Michael A. Marshall $ 4,500
William J. Nasif $ 2,500
Mark Schneipp $ 4,000
Dan B. Secord $ 2,500
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* Includes salary as President of $24,000 and fees for legal services of $
53,285 (covering October, 1997 to December, 1999).
In addition, during the fiscal year, Westcap Advisors, LLC, of which Mr.
Weirick is the President and a member, received advisory fees from the Fund
aggregating $ 37,726.
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VOTE REQUIRED
Fund shareholders have cumulative voting rights for directors and every
shareholder entitled to vote in the election for directors has the right in
person or by written proxy to multiply the number of votes to which he is
entitled by the number of directors to be elected, and he may cast the whole
number of such votes for one candidate, or he may distribute them among two or
more candidates. A shareholder may use his right to cumulative voting by
indicating on the face of the proxy enclosed with this Proxy Statement the
candidate or candidates of his choice and the number of votes cast for each such
candidate. The candidates receiving the highest number of votes up to the number
to be elected will be elected.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS RE-ELECT ALL
NOMINEES FOR DIRECTORS.
PROPOSAL 2
RATIFICATION OF ACCOUNTANTS
A majority of the members of the Board of Directors who are not interested
persons of the Fund (as defined in the Investment Company Act of 1940) have
selected Ernst & Young, LLP, 725 S. Figueroa Street, Los Angeles, California
90017, as the Fund's independent public accountants for the fiscal year ended
September 30, 2000, to sign or certify any financial statement which may be
filed by the Fund with the Securities and Exchange Commission. The Board has
selected Ernst & Young, LLP to replace the firm which previously provided these
services because of Ernst & Young, LLP's greater experience in the mutual fund
industry and greater capacity to provide timely audit services. The employment
of such accountants is expressly conditioned upon the right of the Fund, by vote
of a majority of the outstanding stock at any meeting called for the purpose, to
terminate such employment forthwith without any penalty. Such selection is made
pursuant to provisions of Section 32(a) of the Investment Company Act of 1940,
and is subject to ratification or rejection by the shareholders at this Annual
Meeting. Ernst & Young, LLP also serves as independent public accountants to
Westcap Advisors, LLC, the Fund's Investment Adviser, and has provided certain
consulting services to the Advisor. No representative of the accountants is
expected to be present at this meeting.
It is the intention of the proxy holders named in the accompanying form of
proxy to vote all such proxies for the ratification of the selection of Ernst &
Young, LLP as the Fund's independent public accountants for the Fund's current
fiscal year ending September 30, 2000 unless shareholders specifically indicate
in their proxies their desire to vote against such ratification.
VOTE REQUIRED
Ratification of the selection of the Fund's independent public accountants
requires the affirmative vote of a majority of the shares present and voting at
the Annual Meeting.
The Board of Directors recommends that the shareholders RATIFY the
selection of ERNST & YOUNG, llp as the INDEPENDENT ACCOUNTANTS of the fund for
the current fiscal year.
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ADDITIONAL INFORMATION
OFFICERS AND SERVICE PROVIDERS
The Fund's Investment Adviser is Westcap Investors, LLC, 11111 Santa Monica
Boulevard, Suite 820, Los Angeles, California 90025. The Fund's Administrator is
Investment Company Administration, LLC, 2020 East Financial Way, Glendora,
California 91740. The Fund's Distributor is First Fund Distributors, Inc., 4455
Camelback Rd., Suite 261E, Phoenix, Arizona.
Information regarding the executive officers of the Fund other than Mr.
Weirick is as follows:
Geoffry I. Edelstein, Senior Vice President, Secretary and Treasurer
11111 Santa Monica Boulevard, Los Angeles, CA 90025. Managing Director at
Westcap Investors, LLC.
Gregory S. Weirick, Senior Vice President
11111 Santa Monica Boulevard, Los Angeles, CA 90025. Managing Director at
Westcap Investors, LLC.
Bradley G. Slocum, Senior Vice President
11111 Santa Monica Boulevard, Los Angeles, CA 90025. Managing Director at
Westcap Investors, LLC.
ANNUAL REPORT
Copies of the Fund's most recent Annual and Semi-Annual Reports to its
shareholders are available upon request to the Fund's office located at 3757
State Street, Suite 204, Santa Barbara, CA 93105 or call 1-800-473-8631.
6
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OTHER MATTERS
The next scheduled annual meeting of shareholders of the Fund is to be held
on March 27, 2001. Any proposal by a shareholder to be presented at that meeting
must be received by the Fund no later than November 1, 2000 and must satisfy all
applicable federal and state requirements.
No other business is currently expected to come before the Meeting. As to
any matter which has not been brought to the attention of the proxy holders
prior to the date of this Proxy Statement, which is presented at the meeting,
the proxy holders will deal with such matter in accordance with their best
judgment pursuant to the discretionary authority granted by the enclosed proxy.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL SHAREHOLDERS ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE PROXY BALLOT IN THE ENCLOSED STAMPED
ENVELOPE. IF YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU MAY CHANGE YOUR VOTE, IF
DESIRED, AT THAT TIME.
March 15, 2000
7
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FORM OF PROXY
INVESTORS RESEARCH FUND, INC.
3757 State Street, Suite 204
Santa Barbara, California 93105
ANNUAL MEETING OF SHAREHOLDERS
TUESDAY, MARCH 28, 2000
The undersigned shareholder(s) of Investors Research Fund, Inc. hereby
appoint(s) Denise Lewis and Robert Slotky, and each of them, attorneys and
proxies of the undersigned with full power of substitution to vote, as indicated
herein, all of the shares of capital stock of Investors Research Fund, Inc.
standing in the name(s) of the undersigned at the close of business on January
28, 2000, at the Annual Meeting of Shareholders of the Fund to be held on March
28, 2000, at The Santa Barbara Four Seasons Biltmore Hotel, 1260 Channel Dr.,
Santa Barbara, California, and at all adjournments thereof, with all of the
powers the undersigned would possess if then and there personally present and
especially (but without limiting the general authorization and power hereby
given) to vote as indicated on the proposals, as more fully described in the
Proxy Statement for the meeting, and to vote and act in their discretion on any
other matters which may properly come before the meeting. IF THE UNDERSIGNED
DOES NOT WITHHOLD AUTHORITY TO VOTE FOR THE ELECTION OF DIRECTORS, THIS PROXY
WILL BE DEEMED TO GRANT SUCH AUTHORITY. IF, AS TO ANY OTHER MATTERS REFERRED TO
HEREIN, NO SPECIFICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF EACH
MATTER.
PLEASE VOTE, DATE AND SIGN THIS PROXY AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
Please sign exactly as your name(s) appear(s) on the books of the Fund.
If shares are held jointly, all shareholders must sign. Corporate Proxies should
be signed by an authorized officer.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. To elect a Board of Directors to serve until the next annual meeting of
shareholders and until their successors are elected and qualified.
FOR WITHHOLD FOR ALL EXCEPT
Glenn C. Weirick Richard P. Chernick [ ] [ ] [ ]
Hugh J. Haferkamp Leonard S. Jarrott
William J. Nasif Mark Schniepp
Harry P. Gelles Michael A. Marshall
Dan B. Secord
To withhold authority to vote for any individual nominee, mark the "For All
Except" box and strike a line through that nominee's name in the list above.
Use the lines below if cumulative voting is desired
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FOR WITHHOLD FOR ALL EXCEPT
2. To ratify the selection of Ernst & [ ] [ ] [ ]
Young, LLP as the independent public
accountants to be employed by the
corporation for the fiscal year ended
September 30, 2000 to sign or certify
financial statements which may be filed
by the corporation with the Securities
and Exchange Commission.
Date: _____________, 2000
Please be sure to sign and date this Proxy.
- ------------------------------------------ Mark box at right if an [ ]
Shareholder sign here address change or comment
has been noted on the
reverse side of this card
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Co-owner sign here
RECORD DATE SHARES:
