1
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
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Chartwell Dividend and Income Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No 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:
- --------------------------------------------------------------------------------
2
**SPECIAL ATTENTION**
YOUR VOTE IS VERY IMPORTANT. YOUR VOTE IS NECESSARY FOR THE FUND TO ACHIEVE A
QUORUM TO HOLD THE MEETING. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
STOCKHOLDERS OF THE FUND OF FURTHER SOLICITATIONS, WE ASK THAT YOU PLEASE SIGN,
DATE AND MAIL THE ENCLOSED PROXY CARD TODAY.
CHARTWELL DIVIDEND AND INCOME FUND, INC.
400 BELLEVUE PARKWAY
WILMINGTON, DELAWARE 19809
April 18, 2001
Dear Stockholders:
You should have received the Chartwell Dividend and Income Fund, Inc.'s proxy
materials for its 2001 Annual Meeting of Stockholders. As previously announced,
the Annual Meeting was originally scheduled for April 18, 2001 for the purpose
of:
1. Electing two Class II Directors to serve until the 2004
Annual Meeting of Stockholders or thereafter when their
respective successors are elected and qualified.
2. Ratifying the appointment by the Board of Directors of
PricewaterhouseCoopers LLP as the Fund's independent
auditors for its fiscal year ending November 30, 2001.
3. Transacting such other business as may properly come
before the meeting or any adjournment thereof.
Because the necessary quorum to transact business was not achieved by April
18th, the Annual Meeting has been adjourned and will reconvene at 8:30 a.m. on
May 8, 2001 at the offices of PFPC Inc., 400 Bellevue Parkway, Wilmington,
Delaware. IT IS VERY IMPORTANT THAT WE RECEIVE YOUR VOTE TODAY TO AVOID THE
ADDITIONAL EXPENSE TO STOCKHOLDERS OF THE FUND OF FURTHER ADJOURNMENTS AND
FURTHER SOLICITATIONS.
YOUR VOTE IS IMPORTANT
IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO STOCKHOLDERS OF THE FUND OF FURTHER
SOLICITATIONS, WE ASK THAT YOU PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY
CARD IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
Thank you for your continued support of the Fund.
Sincerely,
Winthrop S. Jessup
Chairman
3
FORM OF PROXY CARD
CHARTWELL DIVIDEND AND INCOME FUND, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF CHARTWELL
DIVIDEND AND INCOME FUND, INC. (THE "FUND") FOR USE AT THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON APRIL 18, 2001 AT 8:30 A.M. AT THE OFFICES OF PFPC
INC., 400 BELLEVUE PARKWAY, WILMINGTON, DELAWARE 19809.
The undersigned hereby appoints Timothy J. Riddle and G. Gregory
Hagar, and each of them, with full power of substitution, as proxies of the
undersigned to vote at the above-stated Annual Meeting, and all adjournments
thereof, all shares of common stock held of record by the undersigned on the
record date for the Meeting, upon the following matters, and upon any other
matter which may properly come before the Meeting, at their discretion.
(Continued and to be signed on the other side)
1. Election of Directors:
Nominees: (01) Bernard P. Schaffer (Class II)
(02) Kevin A. Melich (Class II)
____ FOR both nominees listed above (except as marked to the
contrary)
____ WITHHOLD AUTHORITY to vote for both nominees listed above
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THE NAME ON THE LINE PROVIDED BELOW.)
2. Proposal to ratify the selection of PricewaterhouseCoopers
as independent auditors for the Fund for its fiscal year
ending November 30, 2001.
____ FOR ____ AGAINST ____ ABSTAIN
3. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the
Meeting.
Every properly signed proxy will be voted in the manner specified
hereon and, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING
AUTHORITY TO VOTE FOR THE ELECTION OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY. RECEIPT OF NOTICE OF ANNUAL
4
MEETING AND PROXY STATEMENT IS HEREBY ACKNOWLEDGED.
IMPORTANT - Joint owners must EACH sign.
When signing as attorney, trustee, executor, administrator, guardian, or
corporate officer, please give your FULL title.
Signature: _____________________
Date: _____________________