SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional
Materials
[ ] Soliciting Material pursuant
to ss. 240.14a-11(c) or ss.
240.14a-12
AMERITOR SECURITY TRUST
(Name of Registrant as Specified in Its Charter)
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 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:
---------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AMERITOR SECURITY TRUST
1730 K Street, N.W.
Washington, D.C. 20006
1-800-424-8570
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held June 15, 1999
- --------------------------------------------------------------------------------
To the Shareholders:
Notice is hereby given of a Special Meeting of the Shareholders of Ameritor
Security Trust ("AST"), an open-end investment company. The meeting will be held
on June 15, 1999, at 10:00 a.m., Washington, D.C. time, at the executive offices
of Ameritor Financial Corporation located at 1730 K Street, N.W., Washington,
D.C. 20006, subject to any adjournments thereof (the "Meeting"), to consider and
take action on the following proposals:
1. To elect four Trustees for terms of unlimited duration.
2. To ratify the selection of the firm of Reznick Fedder & Silverman, P.C.
as the independent auditor of AST.
Execution of a proxy in the form enclosed also permits the proxy holders to
vote, in their discretion, upon such other matters that may come before the
Meeting or any adjournments thereof. As of the date of mailing, the Trustees of
AST are not aware of any other matters that may come before the Meeting.
WE URGE YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
Max Katcher, President
Washington, D.C.
April 21, 1999
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
- --------------------------------------------------------------------------------
Please indicate your voting instructions on the enclosed proxy card; please date
and sign the card and return it in the envelope provided. If you sign, date, and
return the proxy card but give no voting instructions, your shares will be voted
"FOR" the proposals. In order to avoid the additional expense and delay of
further solicitation, we ask your cooperation in mailing your proxy card
promptly so that a quorum may be ensured. Unless proxy cards submitted by
corporations and partnerships are signed by the appropriate persons as indicated
in the voting instructions on the proxy card, such proxy cards cannot be voted.
- --------------------------------------------------------------------------------
AMERITOR SECURITY TRUST
- --------------------------------------------------------------------------------
1730 K Street, N.W. 1-800-424-8570
Washington, D.C. 20006 202-223-1000
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of Ameritor Security
Trust ("AST") in connection with the solicitation by the Board of Trustees of
AST ("Trustees") of proxies to be used at a Special Shareholders' Meeting. The
meeting will be held on June 15, 1999 at 10:00 a.m., Washington, D.C. time, at
the executive offices of Ameritor Financial Corporation ("AFC") located at 1730
K Street, N.W., Washington, D.C. 20006, subject to any adjournments thereof (the
"Meeting"). AST is a non-diversified, registered open-end investment company.
This Proxy Statement will be mailed to shareholders of the Funds on or about
April 21, 1999.
At the Meeting, shareholders will be asked to consider and vote upon (1)
the election of four Trustees and (2) to ratify the selection of the firm of
Reznick Fedder & Silverman, P.C. as the independent auditor of AST.
- --------------------------------------------------------------------------------
PROPOSAL NO. 1 - ELECTION OF TRUSTEES
- --------------------------------------------------------------------------------
Four Trustees have been nominated for election by the shareholders of AST.
Pursuant to the terms of the Amended and Restated Trust Indenture of AST,
Trustees are chosen for a term of unlimited duration, and hold office until
their successors are elected and qualified, provided that the term of office
terminates in the event of death, resignation, bankruptcy, adjudicated
incompetence, or other incapacity to serve. The Trustees of AST recommend that
shareholders vote "FOR" the nominees being proposed.
Currently, AST has five Trustees, Paul A. Bowers, M.D., Vice Admiral John
T. Hayward USN (Ret.), William Mark Crain, Richard O. Haase, and Paul F. Wagner.
Four persons have been nominated to serve as Trustees, Max Katcher, who serves
as President of AST, Carole S. Kinney, who serves as Secretary of AST, Richard
P. Ellison, and John T. Turner. It is intended that all signed proxies will be
voted (unless such authority has been withheld in the proxy) in favor of the
persons designated as Trustees to be elected by the shareholders.
The Trustees of AST know of no reason why any of these nominees will be
unable to serve, but in the event of any such unavailability, the proxies
received will be voted for such substitute nominee or nominees as the Trustees
may recommend.
The following table sets forth certain information concerning the Trustees
and the nominees for Trustee.
2
Shares of AST
Principal Occupation During Past Beneficially Owned
Name and Address Age (1) Five Years and Public Directorships Trustee Since at March 31, 1999
- ---------------- ------- ----------------------------------- ------------- ------------------
Nominees for Trustee
Richard P. Ellison 68 President and CEO, Intervest -- 0
Financial Corporation. Formerly
President, Boat America Corporation.
Director, Potomac Group Homes, Inc.,
Boat America Corporation.
Max Katcher 69 President of Ameritor Financial -- 0
Corporation and President, AST,
Ameritor Industry Fund, Ameritor
Investment Fund, and Formerly
Executive Vice President, Steadman
Technology and Growth Fund
Carole S. Kinney 53 Chairman of the Board of Ameritor -- 5034.606
Financial Corporation, National
Association of Securities
Dealers-Agent, Former stock broker
with Solomon-Smith Barney
John T. Turner 65 Senior Vice President, SYNTEK 0
Technologies, Inc.
Trustees Continuing in Office
Paul A. Bowers, M.D. 87 Retired: Formerly Emeritus Professor, 1978 0
Obstetrics and Gynecology, Jefferson
Medical College; Trustee of each of
the Ameritor Funds
William Mark Crain 47 Trustee of Ameritor Security Trust, 1998 0
Professor of Economics and Research,
Associate with the Center for Study of
Public Choice, George Mason
University
Richard O. Haase 64 Trustee of Ameritor Security Trust, 1998 0
Vice President, Maiden, Haase &
Smith, a real estate valuation
company
Vice Admiral John T. 89 Vice Admiral, U.S.N. (ret.); Trustee 1973 0
Hayward USN (Ret.) of each of the Ameritor Funds
Paul F. Wagner 81 Chairman, Wagner, Hines & Avery, 1992 0
Inc., a Washington, D.C. public
affairs firm, Trustee of each of the
Ameritor Funds
- ----------
(1) As of March 31, 1999
3
Committees and Meetings of Trustees
The Board of Trustees of AST acts as a committee of the whole, and
accordingly there are no special committees of the Board. During the fiscal year
ended June 30, 1998, the Trustees of the Fund held 5 meetings. All of the
Trustees then in office attended at least 80% of the total number of meetings of
the Trustees during such period.
Interested Persons
AST considers Max Katcher and Carole S. Kinney to be "interested persons"
of the Fund within the meaning of Section 2(a)(19) of the 1940 Act as a result
of the positions they hold with AFC, the investment advisor to AST.
Compensation of Trustees
AFC, the investment advisor for AST, pays all compensation of all officers
of the Fund and all Trustees of the Fund who are affiliated with AFC. AST pays
each Trustee who is not affiliated with AFC a fee of $300 for each meeting
attended, together with such Trustee's actual out-of-pocket expenses relating to
attendance at meetings. Fees and expenses related to AST for the fiscal year
ended June 30, 1998, which were reimbursed by AST, totaled $1,843.
Officers of AST
The Trustees of AST have elected the following persons as executive
officers of AST. The principal business address of each officer is 1730 K
Street, N.W., Washington, D.C. 20006. The following table sets forth information
concerning each of these officers:
Name Office Age (1) Since Salary Bonus Other
- ---------------- --------- ------- ------- -------- ----- -----
Max Katcher President 69 1972 $31,000.00 $ 0 $ 0
Carole S. Kinney Secretary 53 1998 $4,000.00 $ 0 $ 0
- ----------
(1) At March 31, 1999.
- --------------------------------------------------------------------------------
Proposal No. 2 - Selection of Independent Auditors
- --------------------------------------------------------------------------------
The Trustees of AST including a majority of the Trustees who are not
Interested Persons have selected the firm of Reznick Fedder & Silverman, P.C. as
independent auditors to examine the financial statements of AST for the current
fiscal year. The Trustees know of no direct or indirect financial interest of
such firm in AST.
4
The selection of independent auditors is subject to the ratification or
rejection by the shareholders of AST. If the shareholders approve, the firm of
Reznick Fedder & Silverman, P.C. will serve as the independent auditors of AST
until the next meeting of shareholders. Unless otherwise indicated, signed
proxies will be voted in favor of the ratification of the selection of such
independent auditors. The Trustees recommend that shareholders of AST vote "FOR"
proposal 2.
Representatives of Reznick Fedder & Silverman, P.C. are expected to be
present at the Meeting and will have the opportunity to make a statement if they
so desire and to respond to questions from shareholders.
- --------------------------------------------------------------------------------
INFORMATION CONCERNING THE MEETINGS
- --------------------------------------------------------------------------------
The Meeting of the Shareholders of AST will be held on June 15, 1999 at
10:00 a.m., Washington, D.C. time, at the executive offices of AFC located at
1730 K Street, N.W., Washington, D.C. 20006, subject to any adjournments
thereof. At the Meeting, shareholders of AST will be asked to elect six Trustees
and to ratify the appointment of Reznick Fedder & Silverman, P.C.
Record Date; Vote Required; Share Information
The Trustees of AST have fixed the close of business on April 16, 1999 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the Meeting. The affirmative vote of a majority of the shares of AST
present in person or by proxy at the Meeting is required to elect a Trustee and
to ratify the appointment of auditors.
At the close of business on the Record Date, there were 3,914,459.305
shares of AST issued and outstanding. The presence in person or by proxy of the
holders of 33% of the outstanding shares of AST constitutes a quorum for the
transaction of business at the Meeting. To the knowledge of the Trustees, as of
the Record Date, no person owned of record or beneficially more than 5% of the
outstanding shares of any Fund and no person could be deemed a "control person"
as defined in the 1940 Act.
In the event a quorum does not exist on the date originally scheduled for
its Meeting, or, subject to approval of the Trustees, for other reasons, one or
more adjournments of the Meeting may be sought by the Trustees. Any adjournment
would require a vote in favor of the adjournment by the holders of a majority of
the shares present at such Meeting (or any adjournment thereof) in person or by
proxy. The persons named as proxies will vote all shares represented by proxies
which they are required to vote in favor of the election of the persons
nominated to be Trustees, and all signed proxies as to which no instruction is
given in favor of the election of the persons nominated to be Trustees.
5
Proxies
The enclosed form of proxy, if properly executed and returned, will be
voted (or withheld from voting) in accordance with the choices specified
thereon, and will be included in determining whether there is a quorum to
conduct the Meeting. Signed proxies for which no instruction is given on a
particular Proposal will be voted "FOR" the election of the persons nominated as
Trustees and the ratification of auditors.
Shares owned of record by broker-dealers for the benefit of their customers
("street account shares") will be voted by the broker-dealer based on
instructions received from its customers. If no instructions are received, the
broker-dealer may, as record holders, vote such shares for the proposals in the
same proportion as that broker-dealer votes street account shares for which
voting instructions were received in time to be voted or not vote such shares
("broker non-votes"). Abstentions will be counted as present for purposes of
determining a quorum and will be counted as a vote cast at the Meeting. Broker
non-votes will be counted as present for determining a quorum but will not be
counted as a vote cast. The proxy may be revoked at any time prior to the voting
thereof by: (i) writing to the Secretary of the Fund at 1730 K Street, N.W.,
Washington, D.C. 20006; (ii) attending the Meeting and voting in person; or
(iii) signing and returning a new proxy (if returned and received in time to be
voted).
Costs of the Solicitation and the Reorganization
All expenses of this solicitation, including the cost of printing and
mailing this Proxy Statement to the shareholders, will be borne by AST. In
addition to the solicitation of proxies by mail, proxies may be solicited by
officers and employees of AFC, the Trust's investment adviser, personally or by
telephone or telecopier.
- --------------------------------------------------------------------------------
MISCELLANEOUS
- --------------------------------------------------------------------------------
Financial Information
Financial information as to AST is available without charge upon written
request to AST at 1730 K Street, N.W., Washington, D.C. 20006.
Public Information
AST is registered under the 1940 Act and is subject to the informational
requirements of the Securities Exchange Act of 1934, as amended, and in
accordance therewith, files reports, proxy statements, and other information
with the SEC. Proxy material, reports, and other information about AST have been
filed with the Securities and Exchange Commission ("SEC"). This material is of
public record and can be inspected at public reference facilities maintained by
the SEC in Washington, D.C. and certain of its regional offices. Copies of such
materials can be obtained at prescribed rates from the Public Reference Branch,
Office of Consumer Affairs and
6
Information Services, SEC, 450 Fifth Street, N.W., Washington, D.C. 20549.
Certain of this material may also be accessed electronically by means of the
SEC's site on the World Wide Web at http://www.sec.gov.
- --------------------------------------------------------------------------------
OTHER BUSINESS
- --------------------------------------------------------------------------------
The Trustees of AST know of no business other than the matters specified
above which will be presented at the Meeting. Because matters not known at the
time of the solicitation may come before the Meeting, the proxy as solicited
confers discretionary authority with respect to such matters as properly come
before the Meeting, including any adjournment or adjournments thereof, and it is
the intention of the persons named as attorneys-in-fact in the proxy to vote
this proxy in accordance with their judgment on such matters.
By Order of the Boards of Trustees
of
Ameritor Security Trust
/s/ Max Katcher
Max Katcher, President
Washington, D.C.
April 21, 1999
7
PROXY PROXY
AMERITOR SECURITY TRUST
1730 K Street, N.W., Washington, D.C. 20006
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES of Ameritor Security Trust
(the "Fund") for use at a special meeting of the shareholders of the Fund, which
meeting will be held on June 15, 1999 at 10:00 a.m., Washington, D.C. time, at
the executive offices of Ameritor Financial Corporation located at 1730 K
Street, Washington, D.C. 20006 (the "Meeting").
The undersigned shareholder of the Fund, revoking any and all previous
proxies heretofore given for shares of the Fund held by the undersigned
("Shares"), does hereby appoint the Board of Trustees, with full power of
substitution to each, to be the attorneys and proxies of the undersigned (the
"Proxies"), to attend the Meeting, and to represent and direct the voting
interest represented by the undersigned as of the record date for the Proposals
specified below.
FOR WITHHELD
1. The election as a director the
nominee listed below: |_| |_|
Carole S. Kinney
Richard P. Ellison
Max Katcher
John T. Turner
INSTRUCTIONS: To withhold your vote for any individual nominee, insert the
nominee's name on the line provided below.
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. The ratification of the
appointment of Reznick Fedder &
Silverman, P.C. as independent
auditors of the Fund |_| |_| |_|
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope. THIS
PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF AMERITOR SECURITY
TRUST, WHICH RECOMMENDS A VOTE FOR THE PROPOSALS.
Dated _________________________, 1999
----------------------------------------
Signature of Shareholder
------------------------------------
Signature of Shareholder
This proxy may be revoked by the
shareholder(s) at any time prior to the
special meeting.
NOTE: Please sign exactly as your name
appears hereon. If shares are registered
in more than one name, all registered
shareholders should sign this proxy; but
if one shareholder signs, this signature
binds the other shareholder. When
signing as an attorney, executor,
administrator, agent, trustee, or
guardian, or custodian for a minor,
please give full title as such. If a
corporation, please sign in full
corporate name by an authorized person.
If a partnership, please sign in
partnership name by an authorized
person.