As filed with the Securities and Exchange Commission on September 13, 2000.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-07437
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK DECLARATION TRUST
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK DECLARATION TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
--------------------------------------------------------------------------------
Important Information
--------------------------------------------------------------------------------
October 7, 2000
Dear Contract or Certificate Owner,
I am writing to ask you to consider an important matter affecting your annuity
contract or certificate. Some or all of the value of your variable insurance
contract or certificate, issued by either John Hancock Life Insurance Company or
John Hancock Variable Life Insurance Company (the "insurance companies") is
invested in John Hancock V.A. Financial Industries Fund (the "fund"). The
insurance companies hold shares of the fund in separate accounts in order to
fund your annuity payments. For this reason, you have the right to instruct your
insurance company how to vote the shares attributable to your variable insurance
contract or certificate.
As you may know, your fund has an investment restriction requiring it to invest
more than 25% of assets in the banking industry. In the new environment of the
financial services sector that has been created by the enactment of the
Gramm-Leach-Bliley Financial Services Modernization Act of 1999, it is becoming
more difficult to define a financial services company by one particular
industry. And therefore, it is also increasingly difficult for the V.A.
Financial Industries Fund to meet this restriction. Also, across the changing
landscape of the financial services sector, the best opportunities are not
always limited to the banking industry, but may occur in industries such as
insurance. This restriction limits the fund's ability to fully capitalize on the
sector's best opportunities. Therefore, your fund's trustees are asking you to
approve the removal of this investment restriction.
No Change in Investment Objective
It is important to note that this proposal does not in any way signal a change
in your fund's investment objective. Your fund will continue to seek capital
appreciation by investing primarily in stocks of U.S. and foreign financial
services companies.
This proposal has been unanimously approved by your fund's board of trustees,
who believe it will benefit the fund's shareholders and, indirectly, you and
your fellow holders of variable contracts or certificates based in the fund. The
proposal is detailed in the enclosed proxy statement and summarized in the
questions and answers on the following pages. I suggest you read both thoroughly
before voting.
<PAGE>
Your Vote Makes a Difference!
No matter what size your investment may be, your vote is critical. I urge you to
review the enclosed materials and to complete, sign and return the enclosed
voting instruction card to the insurance company, which will vote its shares in
the fund in accordance with your instructions. Your prompt response will help
avoid the need for additional mailings. For your convenience, we have provided a
postage-paid envelope.
If you have any questions or need additional information, please contact your
investment professional or call your Customer Service Representative at
1-800-824-0335, Monday through Friday between 8:00 a.m. and 6:00 p.m. Eastern
Time. I thank you for your prompt vote on this matter.
Sincerely,
/s/Maureen R. Ford
------------------
Maureen R. Ford
Vice Chairman and CEO
Declaration Variable Annuity, Patriot Variable Annuity and Revolution Variable
Annuity are issued by John Hancock Life Insurance Company, or its subsidiary
John Hancock Variable Life Insurance Company, Boston, MA 02117. *Not licensed
in New York.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Q&A
Q: Why is the investment restriction requiring the fund to invest more than 25%
of assets in the banking industry being removed?
A: At the time the John Hancock V.A. Financial Industries Fund was created, John
Hancock Funds decided to add this banking industry restriction to the fund in
order to more closely tie the fund to the already established and successful
John Hancock Financial Industries Fund.
Since the V.A. Financial Industries Fund's inception on April 30, 1997, the
financial services sector has undergone a momentous change with the enactment of
the Gramm-Leach-Bliley Financial Services Modernization Act of 1999. This act
removes Depression-era restrictions that prohibited broad affiliations among the
banking, securities and insurance industries. Now, in the new environment of the
financial services sector that this act has created, it is becoming more
difficult to define a financial services company by one particular industry. And
therefore, it is also increasingly difficult for the V.A. Financial Industries
Fund to meet this restriction.
Also, across the changing landscape of the financial services sector, the best
opportunities are not always limited to the banking industry, but may occur in
industries such as insurance. The current restriction limits the fund's ability
to fully capitalize on the sector's best opportunities.
Q: Does this change to the fund's investment restrictions signify a change in
the fund's investment objective and strategy?
A: No, this proposal does not in any way signal a change in your fund's
investment objective or strategy. Your fund will continue to seek capital
appreciation by investing primarily in stocks of U.S. and foreign financial
services companies. To pursue this objective, your fund's portfolio management
team will continue to invest in companies that appear: comparatively
undervalued, positioned to benefit from regulatory changes and positioned to
benefit from the industry-wide trend of consolidation. In fact, by removing this
restriction, the fund may be better enabled to execute this strategy by not
being as limited to one industry within the sector.
Q: Will this change affect the number of units I currently have in the John
Hancock V.A. Financial Industries Fund? Will there be any tax implications?
A: No. There will be no impact to the number of units you have invested in your
variable annuity and there are no tax implications.
Q: How do I provide voting instructions?
A: Complete, sign and return the enclosed voting instruction card using the
postage-paid envelope provided.
<PAGE>
JOHN HANCOCK V.A. FINANCIAL INDUSTRIES FUND
(a series of John Hancock Declaration Trust)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 1, 2000
This is the formal agenda for your fund's special meeting. It tells you, as
contract owners, and the insurance companies that are the owners of the fund's
shares, what matters will be voted on and the time and place of the meeting, in
case you want to attend in person. The insurance companies will vote their fund
shares as instructed by their contract owners, who are also referred to in the
proxy materials as "shareholders" for this limited purpose.
To the shareholders of John Hancock V.A. Financial Industries Fund:
A special meeting of shareholders of your fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Friday, December 1, 2000, at 9:00 a.m., Eastern
Time, to consider the following:
1. A proposal to eliminate the investment restriction requiring your fund to
invest more than 25% of its assets in the banking industry. Your board of
trustees recommends that you vote FOR this proposal.
2. Any other business that may properly come before the meeting. Shareholders of
record as of the close of business on September 12, 2000, are entitled to vote
at the meeting and any related follow-up meetings.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now.
By order of the board of trustees,
Susan S. Newton
Secretary
October 10, 2000
<PAGE>
PROXY STATEMENT OF
JOHN HANCOCK V.A. FINANCIAL INDUSTRIES FUND
(a series of John Hancock Declaration Trust)
This proxy statement contains the information you should know before voting on
the proposals as summarized below.
Your fund will furnish without charge a copy of its most recent semiannual and
annual report to any shareholder upon request. Shareholders who want to obtain a
copy of these reports should direct all written requests to the attention of the
fund, 101 Huntington Avenue, Boston, Massachusetts 02199 or call John Hancock
Funds at 1-800-824-0335.
INTRODUCTION
This proxy statement is being used by the board of trustees of your fund to
solicit proxies to be voted at a special meeting of shareholders of your fund.
This meeting will be held at the principal executive offices of the fund, 101
Huntington Avenue, Boston, Massachusetts on Friday, December 1, 2000, at 9:00
a.m., Eastern Time. The purpose of the meeting is to consider:
1. A proposal to eliminate the investment restriction requiring your fund to
invest more than 25% of its assets in the banking industry. Your board of
trustees recommends that you vote FOR this proposal.
2. Any other business that may properly come before the meeting.
This proxy statement and the proxy card are being mailed to fund shareholders on
or about October 10, 2000.
Who is Eligible to Vote?
Shareholders of record on September 12, 2000 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. This means that the
insurance companies that were shareholders of record on September 12, 2000 will
vote shares of the fund in accordance with contract holders' voting instructions
for shares held in contract holders' accounts on that date. Each share is
entitled to one vote. If you sign a voting instruction card, but do not fill in
a vote, your shares will be voted "for" the proposals. If any other business
comes before the meeting, contract holders' shares will be voted at the
discretion of the insurance companies or the persons named as their proxies.
<PAGE>
PROPOSAL 1
TO AMEND THE FUND'S INVESTMENT RESTRICTIONS TO ELIMINATE
THE 25% BANKING INDUSTRY CONCENTRATION REQUIREMENT
If the fund's shareholders approve this proposal, the fund's investment
restrictions will be amended to eliminate the concentration policy requiring the
fund to invest more than 25% of its assets in the banking industry.
When the John Hancock V.A. Financial Industries Fund was created in April 1997,
the 25% banking industry concentration policy was included in order to more
closely tie the fund to the already established and successful John Hancock
Financial Industries Fund.
Since the V.A. Financial Industries Fund's inception, the financial services
sector has undergone a momentous change with the enactment of the
Gramm-Leach-Bliley Financial Services Modernization Act of 1999. This act
removed many of the Depression-era restrictions that prohibited broad
affiliations in the banking, insurance and securities industries. In this new
and deregulated environment, it has become increasingly difficult to
characterize financial services companies as being in one particular industry.
As a result, it has also become increasingly difficult for the fund to meet this
outdated restriction.
In addition, across the changing landscape of the financial services sector, the
best opportunities are not limited to the banking industry. In fact, it is
possible that the majority of these opportunities may fall outside the banking
industry, in areas such as the insurance industry. This restriction limits the
fund's ability to fully capitalize on the sector's best opportunities, and does
not reflect the reality of today's financial services sector.
Eliminating the 25% banking industry concentration policy may benefit
shareholders by allowing the fund to take advantage of investment opportunities
in the rapidly changing financial services sector that it may otherwise have to
forego if the banking industry concentration policy remains in place.
The fund will continue to invest at least 65% of assets in financial services
companies, which include companies in the banking industry.
2
<PAGE>
The table below sets forth the fund's current fundamental restriction in the
left-hand column and the proposed amended restriction in the right-hand column.
------------------------------------------------------------------------------------------------------------------------------------
Current Fundamental Restriction Amended Fundamental
Restriction
------------------------------------------------------------------------------------------------------------------------------------
1 The fund may not purchase the Amended as follows: The fund may
securities of issuers conducting not purchase the securities of
their principal activity in the issuers conducting their principal
same industry if, immediately after activity in the same industry if,
such purchase, the value of its immediately after such purchase,
investments in such industry would the value of its investments in
exceed 25% of its total assets such industry would exceed 25% of
taken at market value at the time its total assets taken at market
of such investment; except that the value at the time of such
fund intends to invest more than investment; except that the fund
25% of its total assets in the will ordinarily invest more than
banking industry and will 25% of its assets in the financial
ordinarily invest more than 25% of services sector. This limitation
its assets in the financial does not apply to investments in
services sector, which includes the obligations of the U.S. government
banking industry. This limitation or any of its agencies,
does not apply to investments in instrumentalities or authorities.
obligations of the U.S. government
or any of its agencies, * * * *
instrumentalities or authorities.
Explanation: The amended
restriction modernizes the fund's
investment restrictions to reflect
recent regulatory changes in the
financial services sector.
------------------------------------------------------------------------------------------------------------------------------------
BOARD EVALUATION AND RECOMMENDATION
For the reasons described above, the fund's trustees, including the independent
trustees, recommend that the shareholders of the fund approve amending the
fund's investment restrictions to eliminate the 25% banking industry
concentration requirement.
If the required approval of shareholders is not obtained, the fund's investment
restriction will remain unchanged.
The trustees of your fund recommend that the shareholders of your fund vote for
the proposal to amend the fund's investment restrictions to eliminate the 25%
banking industry concentration requirement.
3
<PAGE>
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote for each proposal. Approval of
each proposal requires the affirmative vote of a majority of the shares of your
fund outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means with respect to each proposal the vote of
the lesser of
(1) 67% or more of the shares present at the meeting, if the holders of more
than 50% of the shares of the fund are present or represented by proxy,
or
(2) more than 50% of the outstanding shares of the fund.
Shares of your fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
Contract owners use the voting instruction card as a ballot to give the
insurance company voting instructions for those shares attributable to the
variable contract as of the record date. When the contract owner completes the
voting instruction card and sends it to the insurance company, the insurance
company votes its proxy in accordance with the contract owner's instructions. If
the contract owner completes and signs the voting instruction card, the shares
attributable to the variable contract will be voted as instructed. If the
contract owner merely signs and returns the card, the life insurance company
will vote those shares in favor of the proposal. If the contract owner does not
return the card, the life insurance company will vote those shares in the same
proportion as shares for which instructions were received from other contract
owners.
Shares of the fund that are not attributable to variable contracts will be
represented and voted by one of the insurance companies in the same proportion
as the voting instructions received from contract owners. These shares include
shares purchased with contributions made as seed capital to the fund by the
adviser.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
fax or in person by the trustees, officers and employees of your fund; by
personnel of the adviser, the fund's principal distributor, John Hancock Funds,
Inc., and the fund's transfer agent, John Hancock Annuity Servicing Office, or
by broker-dealer firms and a third-party solicitation firm. The Annuity
Servicing Office, together with the third party solicitation firm, has agreed to
provide proxy solicitation services at a cost of approximately $_____, which
will be paid by the adviser.
The mailing address of the fund, the adviser and John Hancock Funds, Inc. is 101
Huntington Avenue, Boston, Massachusetts, 02199.
4
<PAGE>
Revoking Proxies
A shareholder signing and returning a proxy has the power to revoke it at any
time before it is exercised:
o By filing a written notice of revocation with your fund's transfer agent, John
Hancock Annuity Servicing Office, 529 Main St. (X-4), Charlestown, MA 02129.
o By returning a duly executed proxy with a later date before the time of the
meeting,
or
o If a shareholder has executed a proxy but is present at the meeting and wants
to vote in person, by notifying the secretary of the fund (without complying
with any formalities) at any time before it is voted.
Being present at the meeting alone does not revoke a previously executed and
returned proxy.
Contract owners may revoke their voting instructions at any time before the
proxy is voted by the life insurance company by following the procedure outlined
above for revoking proxies.
Outstanding Shares and Quorum
As of September 12, 2000, _____________ shares of beneficial interest of the
fund were outstanding. Only shareholders of record on September 12, 2000 (record
date) are entitled to notice of and to vote at the meeting. A majority of the
outstanding shares of the fund that are entitled to vote will be considered a
quorum for the transaction of business.
Other Business
The fund's board of trustees knows of no business to be presented for
consideration at the meeting other than the proposal. If other business is
properly brought before the meeting, proxies will be voted according to the best
judgment of the persons named as proxies.
Adjournments
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of the proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning the proposal. Any adjournment will
require the affirmative vote of a majority of the fund's shares at the session
of the meeting to be adjourned. If an adjournment of the meeting is proposed
because there are not sufficient votes in favor of the proposal, the persons
named as proxies will vote those proxies favoring the proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
5
<PAGE>
OWNERSHIP OF SHARES IN THE FUND
To the knowledge of the fund, as of September 12, 2000, the following persons
owned of record or beneficially 5% or more of the outstanding shares of your
fund.
--------------------------------------------------------------------------------
TABLE OF
5%-AND-MORE SHAREHOLDERS
TO COME
--------------------------------------------------------------------------------
6
<PAGE>
However, these companies, on behalf of the separate accounts, will vote their
V.A. Financial Industries Fund shares only in accordance with voting
instructions received from the contract owners. For this reason, the companies
do not exercise control over the funds by virtue of their record ownership of
fund shares.
7
<PAGE>
--------------------------
Thank
You
for mailing
your proxy card
promptly!
---------------------------
[LOGO] JOHN HANCOCK
John Hancock Funds, Inc. Mutual Funds
Member NASD Institutional Services
101 Huntington Avenue Private Managed Accounts
Boston, MA 02199-7603 Retirement Services
Insurance Services
1-800-225-5291
1-800-554-6713 (TDD)
www.jhfunds.com VA70PX 10/00
<PAGE>
VOTE THIS CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
These voting instructions will be used
by the Insurance companies in connection
with a solicitation of proxies by the trustees
of the Fund.
JOHN HANCOCK VARIABLE LIFE INSURANCE COMPANY
JOHN HANCOCK LIFE INSURANCE COMPANY
JOHN HANCOCK V.A. FINANCIAL INDUSTRIES FUND
The undersigned, revoking previous instructions, hereby instructs the above
referenced insurance companies to vote all the shares of beneficial interest of
John Hancock V.A. Financial Industries Fund ("V.A. Financial Industries Fund")
attributable to the undersigned's variable annuity contract at the Special
Meeting of Shareholders (the Meeting") of V.A. Financial Industries Fund to be
held at 101 Huntington Avenue, Boston, Massachusetts, on Friday, December 1,
2000 at 9:00 a.m. Eastern Time, and at any adjournment(s) of the Meeting.
Receipt of the Proxy Statement dated October 10, 2000 is hereby acknowledged. If
not revoked, this card shall be voted for the proposals.
Thomas J. Lee and Michele G. Van Leer, and each of them, with power of
substitution in each, are hereby instructed to vote the shares held in the fund
portfolio attributable to the undersigned at the special meeting of shareholders
and at any adjournment thereof, as specified on the reverse side.
Date_______________________________, 2000
o Please complete, sign, date and return this proxy in the enclosed envelope as
soon as possible.
o Please sign exactly as your name or names appear left. When signing as
attorney, executor, administrator, trustee or guardian, please give your full
title as such.
o If a Corporation, please sign in full corporate name by president or other
authorized officer.
o If a partnership, please sign in partnership name by authorized person
----------------------------------------
Signature(s)
<PAGE>
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
Indicate your voting instructions below by filing in the appropriate boxes using
blue or black ink or dark pencil.
This voting instruction card, if properly executed, will be voted in the manner
directed by the contract owner. If this voting instruction is executed and no
direction is made, this voting instruction will be voted for all proposals and
in the discretion of the insurance company upon such other business as may
properly come before the meeting.
Please vote by filling in the appropriate boxes below.
1. To eliminate the investment restriction requiring the fund to invest
more than 25% of its assets in the banking industry.
FOR AGAINST ABSTAIN
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF THIS CARD
</TABLE>
