SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
DWS RREEF Real Estate Fund II, Inc.
(Name of Registrants as Specified in Its Charter)
SUSAN L. CICIORA TRUST
ALASKA TRUST COMPANY, TRUSTEE
SUSAN L. CICIORA
RICHARD I. BARR
JOEL W. LOONEY
c/o Stephen C. Miller, Esq.
and Joel L. Terwilliger, Esq.
2344 Spruce Street, Suite A
Boulder, CO 80302
(303)442-2156
(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:
- --------------------------------------------------------------------------------
(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:__________________________________________________
THE SUSAN L. CICIORA TRUST SUBMITS STOCKHOLDER PROPOSALS TO MANAGEMENT OF DWS
RREEF REAL ESTATE FUND II, INC., EXPRESSES CONCERN REGARDING RELATIONSHIP
BETWEEN DEUTSCHE ASSET MANAGEMENT, INC. AND DEUTSCHE BANK AG
Boulder, Colo. - (Business Wire) - July 22, 2009 - The Susan L. Ciciora Trust
today resubmitted various stockholder proposals to the management of DWS RREEF
Real Estate Fund II, Inc. (AMEX: SRO). The proposals seek to move SRO in a
different direction by terminating the current investment managers, Deutsche
Asset Management, Inc. and RREEF America, L.L.C. The proposals also seek to hold
the Board of Directors of SRO accountable to the stockholders for what the trust
believes are stalling tactics in conducting its annual meeting, including
amendments to SRO's bylaws which forced the trust, as a stockholder, to resubmit
its proposals.. Further, Stewart Horejsi, a spokesperson for the trust,
expressed concern regarding the relationship between Deutsche Asset Management,
Inc., and Deutsche Bank AG. Deutsche Asset Management, Inc. is the investment
manager for SRO and a wholly-owned subsidiary of Deutsche Bank AG. Deutsche Bank
AG is reportedly under investigation by German prosecutors for alleged spying
activities on board members and/or activist stockholders.
On April 9, 2009, the Board of SRO implemented a "Rights Agreement" which would
trigger dilutive rights dividends if the trust purchases additional shares of
SRO. The trust believes this "poison pill," in conjunction with other
anti-stockholder measures, is designed to discourage the trust from purchasing
additional shares and denies stockholders who may want to sell shares their most
likely prospect for much needed price support. Mr. Horejsi said that "SRO's
management announced that the poison pill was to "protect the interest of
stockholders pending stockholder consideration of a proposed plan of liquidation
of the fund. Stockholders defeated this plan of liquidation on May 20, 2009, so
it is time to terminate these obstructive measures which serve only to harm
stockholders." Mr. Horejsi went on to say that "the trust successfully fought a
proxy fight against a sister-fund, SRQ, and defeated management's previous
attempt to liquidate. The continued erosion of stockholder value has gone on
long enough! The stockholders have voted, and many of them have communicated to
the trust that they share our belief that Deutsche Asset Management, Inc. and
RREEF America, L.L.C. are simply no longer fit to manage the fund. Fortunately,
it only requires a majority of the fund's outstanding voting securities to fire
these advisers and hire more competent managers."
Mr. Horejsi added that "the trust has become increasingly alarmed at the motives
of Deutsche Asset Management, Inc. with regard to their stalling tactics. Last
week they amended SRO's bylaws to make it more difficult for stockholders to
submit their proposals to fund management. Yesterday, I read in The Wall Street
Journal that Deutsche Bank AG `has dismissed two top executives following an
internal investigation into whether [Deutsche Bank AG] conducted surveillance on
a board member and others [including an activist shareholder].' This has
prompted prosecutors in Germany to open an investigation into what else is going
on at Deutsche Bank AG! I am very concerned about what is happening with SRO and
its management, and I believe that stockholders' attempts to guide SRO's assets
in a different direction should not be thwarted at every turn. Quite simply, I
have concerns of corporate malfeasance at Deutsche Asset Management, Inc. due to
its ownership by Deutsche Bank AG."
The trust is a large stockholder of SRO, owning approximately 5% of the
outstanding shares of SRO. The trust has been an active and vocal investor in
the Fund and, on February 25, 2009, sent a letter to SRO and its board of
directors proposing, among other things, termination of SRO's investment
advisers, a new slate of directors, and better corporate governance standards
and other ideas to enhance stockholder value. Copies of the letters were filed
with the Securities and Exchange Commission and can be viewed at the trust's
website at www.srqsro.com or on the SEC's website at www.sec.gov. No meaningful
response was provided by the SRO board and, given that the board has very little
incentive to manage the Fund due to its members' lack of any ownership, the
trust decided that it should bring the substantial experience and skill of its
affiliated registered investment advisers to the table and offer a better
alternative to SRO's stockholders.
More information can be located at www.srqsro.com.
Contact:
The Susan L. Ciciora Trust
Joel L. Terwilliger
303/442-2156