<PAGE>
As filed with the Securities and Exchange Commission on November 27, 1995.
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. 1)
Filed by the registrant /X/
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
(Name of Registrant as Specified in Its Charter)
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/X/ Fee paid previously with preliminary materials.
<PAGE>
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
Hartford, Connecticut
November 17, 1995
Dear Fellow Shareholders:
A Special Meeting of Shareholders of four of the series of Connecticut
Mutual Investment Accounts, Inc. (the "Company") known as the CMIA California
Municipals Account, the CMIA Massachusetts Municipals Account, the CMIA New York
Municipals Account and the CMIA Ohio Municipals Account will be held at 2:00
p.m. Eastern Time on Friday, December 8, 1995, at Connecticut Mutual Life
Insurance Company, 878 Main Street (10 State House Square), Hartford,
Connecticut. You will be asked at this meeting to consider and approve specific
proposals. These proposals are detailed in the enclosed Proxy Statement.
To help you review the Proxy Statement, we would like to highlight the
proposed changes.
APPROVAL OF A CHANGE TO EACH ACCOUNT'S FUNDAMENTAL INVESTMENT POLICY.
We propose to amend your Account's fundamental investment policy to permit
your Account to invest without limit in obligations the interest on which is
subject to the federal alternative minimum tax. Your Board of Directors believes
that this change will increase investment opportunities for your Account.
APPROVAL OF CHANGES TO SEVERAL OF THE ACCOUNT'S FUNDAMENTAL INVESTMENT
RESTRICTIONS.
We also propose to amend certain fundamental investment restrictions which
your Board of Directors believes may permit your Account to take advantage of
new investment opportunities in the future. In this regard we propose to
eliminate restrictions concerning diversification of assets, joint transactions
and investing for control, to reclassify as nonfundamental a restriction
concerning short sales, and to amend and modernize restrictions concerning
investing in real estate, lending, and borrowing, pledging and senior
securities. Your Board of Directors believes that this increased flexibility
will be beneficial to you and your Account.
APPROVAL OF CHANGE TO CALIFORNIA MUNICIPALS ACCOUNT'S DIVERSIFICATION STATUS.
(APPLICABLE ONLY TO CALIFORNIA MUNICIPALS ACCOUNT.)
Shareholders of the California Municipals Account will be asked to change
the Account's status from diversified to nondiversified. Your Board of Directors
believes that this change will increase investment flexibility.
PROPOSALS HAVE BEEN APPROVED BY YOUR BOARD OF DIRECTORS
All of the proposals have been reviewed by the Company's Board of Directors,
who are charged with considering the best interests of the shareholders. YOUR
BOARD OF DIRECTORS HAS APPROVED, AND RECOMMENDS THAT YOU APPROVE, EACH PROPOSAL.
YOUR VOTE IS IMPORTANT!
Please vote by completing, signing and returning the enclosed proxy ballot
card to us immediately. Your prompt response will help avoid the cost of
additional mailings. For your convenience, we have provided a postage-paid
envelope.
If you have questions, please call your Customer Service Representative at
1-800-461-3743, Monday through Friday between 8:00 a.m. and 5:00 p.m. Eastern
Time.
Sincerely,
DONALD H. POND, JR.
Chairman
<PAGE>
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
140 GARDEN STREET
HARTFORD, CONNECTICUT 06154
-------------------------------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
-------------------------------------------------------
CMIA CALIFORNIA MUNICIPALS ACCOUNT
CMIA MASSACHUSETTS MUNICIPALS ACCOUNT
CMIA NEW YORK MUNICIPALS ACCOUNT
CMIA OHIO MUNICIPALS ACCOUNT
TO BE HELD DECEMBER 8, 1995
A Special Meeting of shareholders of four of the series of Connecticut
Mutual Investment Accounts, Inc. (the "Company") (telephone 1-800-322-CMIA),
consisting of the CMIA California Municipals Account ("California Account"),
CMIA Massachusetts Municipals Account ("Massachusetts Account"), CMIA New York
Municipals Account ("New York Account") and CMIA Ohio Municipals Account ("Ohio
Account") (each, an "Account" and collectively, the "Accounts"), will be held
for each Account on Friday, December 8, 1995 at the offices of Connecticut
Mutual Life Insurance Company, 878 Main Street (10 State House Square),
Hartford, Connecticut, at 2:00 p.m. Eastern Time. The purpose of the Meeting is
to consider and act upon the following proposals:
(1) FOR EACH ACCOUNT: To consider and act upon a proposal to amend the Account's
investment policy to provide that the Account may invest without limit in
municipal obligations the interest on which is exempt from regular federal
income tax (but which may be a tax preference item for purposes of
alternative minimum tax) and from the State taxes that, in accordance with
the Account's investment objective, the Account seeks to avoid. (In addition
to allowing the Accounts to invest without limit in obligations the interest
on which is subject to alternative minimum tax, this amendment will permit
the California Account (like all other Accounts) to invest in certain
obligations of Puerto Rico, Guam and the U.S. Virgin Islands.)
(2) FOR EACH ACCOUNT: To consider and act upon a proposal to eliminate,
reclassify or amend certain of the Account's fundamental investment
restrictions (as set forth in Exhibit A to the accompanying Proxy
Statement).
(3) FOR THE CALIFORNIA ACCOUNT: To consider and act upon a proposal to change
the Account's diversification status from diversified to non-diversified.
(4) To transact other business that may properly come before the Meeting or any
adjournment of the Meeting.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE IN FAVOR OF ALL PROPOSALS
Shareholders of record as of the close of business on November 13, 1995 are
entitled to vote at the Meeting or any adjournment of the Meeting on each matter
relating to an Account of which they hold shares. The Proxy Statement and proxy
card are being mailed to shareholders on or about November 17, 1995.
ANN F. LOMELI
Secretary
Hartford, Connecticut
November 17, 1995
YOUR VOTE IS IMPORTANT
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE AND
RETURN THE ENCLOSED PROXY CARD. YOU MAY STILL VOTE IN PERSON IF YOU ATTEND THE
MEETING.
1
<PAGE>
PROXY STATEMENT
GENERAL
This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Connecticut Mutual Investment Accounts,
Inc. (the "Company") on behalf of four of the series of the Company, consisting
of the CMIA California Municipals Account ("California Account"), CMIA
Massachusetts Municipals Account ("Massachusetts Account"), CMIA New York
Municipals Account ("New York Account"), and CMIA Ohio Municipals Account ("Ohio
Account") (each, an "Account" and collectively, the "Accounts"). The proxies
will be used at the Special Meeting of the Accounts' shareholders to be held on
Friday, December 8, 1995 at the offices of Connecticut Mutual Life Insurance
Company, 878 Main Street (10 State House Square), Hartford, Connecticut, at 2:00
p.m. Eastern Time. The executive offices of the Company are located at 140
Garden Street, Hartford, Connecticut, and the mailing address of the Company and
each of the Accounts is 140 Garden Street, Hartford, Connecticut 06154. EACH
ACCOUNT'S SEMI-ANNUAL REPORT FOR ITS 1994 FISCAL YEAR MAY BE OBTAINED FREE OF
CHARGE BY WRITING THE COMPANY OR BY CALLING 1-800-322-CMIA.
This Proxy Statement and proxy card are being mailed to shareholders on or
about November 17, 1995.
RECORD DATE
The Board of Directors has fixed the close of business on November 13, 1995
as the record date ("Record Date") for determination of shareholders of each
Account entitled to notice of and to vote at the Special Meeting. Shareholders
of record are entitled to one vote per share at the Special Meeting or any
adjournment of the Meeting relating to their Account. On the Record Date, the
following shares of common stock of each Account were outstanding:
<TABLE>
<S> <C>
California Account................................................. 69,153
Massachusetts Account.............................................. 13,393
New York Account................................................... 35,331
Ohio Account....................................................... 33,321
---------
Total.............................................................. 151,198
---------
---------
</TABLE>
SUMMARY OF VOTING ON PROPOSALS
Although each Account is participating separately in the Special Meeting,
proxies are being solicited through the use of this joint proxy statement.
Shareholders of each Account will vote separately as to those Proposals
affecting only their Account. Voting by shareholders of one Account will not
affect voting by any other Account on these matters.
<TABLE>
<CAPTION>
PROPOSAL ACCOUNT(S) ENTITLED TO VOTE
-------- -------------------------------
<C> <S>
1 Each Account voting separately.
2 Each Account voting separately.
3 California Account Only.
</TABLE>
PROPOSAL 1. TO APPROVE THE AMENDMENT OF EACH ACCOUNT'S POLICY
CONCERNING THE MUNICIPAL OBLIGATIONS IN WHICH IT INVESTS
(FOR EACH ACCOUNT)
Each Account seeks to achieve its investment objective by investing either
directly or indirectly through another open-end management investment company
primarily (I.E., at least 80% of net assets during periods of normal market
conditions) in debt obligations issued by or on behalf of its corresponding
State and its political subdivisions, and (except in the case of the California
Account) the governments of Puerto Rico, the U.S. Virgin Islands and Guam (the
"Territories"), the interest on which is exempt from regular federal income tax,
is not a tax preference item under the federal alternative minimum tax (the
"AMT") and is exempt from the State taxes that, in accordance with
2
<PAGE>
the Account's investment objective, the Account seeks to avoid. The foregoing
80% policy is a fundamental policy of each Account and may not be changed unless
authorized by a vote of each Account's shareholders.
This Proposal seeks to amend the policy described above to permit each
Account to invest either directly or indirectly through another open-end
management investment company primarily (I.E., at least 80% of net assets during
normal market conditions) in municipal obligations the interest on which is
exempt from regular federal income tax and from the State taxes that, in
accordance with the Account's investment objective, the Account seeks to avoid.
Pursuant to the investment objective of each Account, the Account seeks to
provide current income exempt from regular federal income tax and certain State
taxes which are specified in each Account's prospectus.
Each Account invests its assets in a corresponding investment company (a
"Portfolio") with the same investment policy as that described above for the
Account. When voting on a parallel proposal to amend the Portfolio's investment
policy, each Account will vote its interest in the Portfolio for or against such
Proposal proportionately to the instructions to vote for or against this
Proposal (as described in each Account's prospectus). If a sufficient number of
votes in favor of the Proposal are received from investors in a Portfolio, that
Portfolio's policy will be changed.
If this Proposal is approved with respect to each Account and its
corresponding Portfolio, each Portfolio will be permitted to invest without
limit in obligations the interest on which is a tax preference item under the
AMT ("AMT obligations"). This policy change should result in greater investment
opportunities because the Portfolios will no longer be required to restrict
investment in AMT obligations to 20% of net assets. Boston Management &
Research, the investment adviser to the Portfolios (the "Investment Adviser"),
believes that, under current market conditions, AMT obligations may provide
higher yields than non-AMT obligations. Should these market conditions continue,
a Portfolio would have the ability to invest without limit in such
higher-yielding obligations, provided that they otherwise meet the credit
quality and other criteria of the Portfolio (as described in its corresponding
Account's prospectus). As a result, investment returns may be enhanced over
time.
The AMT is generally applicable to wealthy individuals and corporations that
earn high income and are able to reduce their regular income tax liability
through tax deductions. Therefore, the Investment Adviser believes that the
proposed policy change is unlikely to affect the tax-exempt status of the income
earned by an Account for most shareholders. The chart below sets forth the
percentage of each Portfolio's net assets invested in AMT obligations on
September 30, 1995:
<TABLE>
<CAPTION>
% OF PORTFOLIO'S
ASSETS INVESTED IN
AMT OBLIGATIONS
ACCOUNT ON 9/30/95
- ------------------------------------------------------------------------------------------------ -------------------
<S> <C>
California Account.............................................................................. 18.0
Massachusetts Account........................................................................... 18.1
New York Account................................................................................ 4.4
Ohio Account.................................................................................... 17.9
</TABLE>
If this Proposal is approved, the investment policy of each Account will be
clarified to state that an Account may invest in municipal obligations of any
issuer including the governments of the Territories, provided that the interest
on such obligations is exempt from regular federal income tax and the State
taxes specified in the Account's investment objective. Each Portfolio, however,
will continue to invest at least 65% of its total assets in municipal
obligations issued by or on behalf of its corresponding State or its political
subdivisions. The amended policy would permit the California Tax Free Portfolio
(the "California Portfolio") (in which the California Account invests its
assets) to invest up to 35% of its total assets in obligations issued by the
Territories, provided that the interest on such obligations is exempt from
regular federal income tax and relevant State taxes. The California Portfolio
has been renamed California Municipals Portfolio by the Portfolio's Board of
Trustees at a meeting on October 23, 1995.
3
<PAGE>
DIRECTORS' EVALUATION AND RECOMMENDATION
THE DIRECTORS OF THE COMPANY RECOMMEND THAT SHAREHOLDERS OF EACH ACCOUNT
APPROVE THE PROPOSED CHANGE TO THE ACCOUNT'S FUNDAMENTAL INVESTMENT POLICY
CONCERNING THE MUNICIPAL OBLIGATIONS IN WHICH IT INVESTS.
The Board of Directors, at a meeting held on November 2, 1995, considered
various factors and believes that this Proposal will increase investment
opportunities and is in the best interests of each Account and its shareholders.
If the Proposal is not approved with respect to an Account, that Account's
current fundamental investment policy will remain in effect and a shareholder
vote will be required before the Account can engage in activities prohibited by
the current policy. If one or more of the Accounts does not approve the Proposal
and the Proposal is approved by the other investors of the corresponding
Portfolio, the Account will have an investment in a corresponding Portfolio
whose investment policy with respect to AMT obligations is not substantially the
same as that of the Account. In that case, the Company's Board of Directors on
behalf of such Account may be obliged to withdraw the Account's assets from the
corresponding Portfolio.
VOTE REQUIRED TO APPROVE PROPOSAL 1
Approval of the Proposal with respect to an Account requires the affirmative
vote of a majority of the outstanding voting securities of that Account, which
term as used in this Proxy Statement means the vote of the lesser of (a) more
than 50% of the outstanding shares of the Account, or (b) 67% of the shares of
the Account present at the Meeting if the holders of more than 50% of the
outstanding shares of the Account are present or represented by proxy at the
Meeting.
PROPOSAL 2. TO APPROVE THE ELIMINATION, RECLASSIFICATION OR
AMENDMENT OF CERTAIN FUNDAMENTAL INVESTMENT RESTRICTIONS
(FOR EACH ACCOUNT)
The Investment Company Act of 1940, as amended (the "Act"), requires each
Account to have certain specific investment restrictions which can be changed
only by a shareholder vote. An Account may also elect to designate other
restrictions which may be changed only by a shareholder vote. Both types of
restrictions are often referred to as "fundamental" restrictions.
When each Account commenced operations in 1994, each Account adopted
fundamental investment restrictions that were substantially similar to those of
its corresponding Portfolio. Recently, the Boards of Trustees of the Portfolios
have authorized a review of the Portfolios' fundamental investment restrictions
to simplify and modernize those restrictions which are required to be
fundamental and to eliminate as fundamental any restrictions which are not now
required to be fundamental under state securities ("Blue Sky") laws or the
positions of the staff of the Securities and Exchange Commission (the
"Commission") in interpreting the Act. If not required to be fundamental,
depending on the circumstances, the restriction would be reclassified as a
nonfundamental restriction in the same or a modified form, or eliminated.
Accordingly, in order to ensure that each Account's investment restrictions
are substantially similar to those of its corresponding Portfolio, the Company's
Board of Directors has approved the same changes to each Account's fundamental
investment restrictions as described further below. Nonfundamental restrictions
can be changed by the Portfolios' Trustees and the Company's Directors without
shareholder approval.
This Proposal seeks shareholder approval of changes which are intended to
accomplish the foregoing goals. The proposed changes to the fundamental
restrictions are discussed in detail below. Please refer to the changes to the
restrictions as set forth in EXHIBIT A. By reducing to a minimum those
restrictions which can be changed only by shareholder vote, each Account would
be able to avoid the costs and delay associated with a future shareholder
meeting. The Investment Adviser believes
4
<PAGE>
that the ability to manage an Account's corresponding Portfolio in a changing
regulatory or investment environment will be enhanced and investment management
opportunities may be increased. The numerical references to the Accounts'
investment restrictions correspond to the paragraphs in EXHIBIT A. If this
Proposal is approved, the restrictions will be reordered.
If approved, the proposed changes will not affect current management of an
Account's corresponding Portfolio. Moreover, the changes would be made
regardless of whether the other proposals in this proxy statement are approved.
When voting on a parallel proposal to amend the fundamental investment
restrictions of its corresponding Portfolio, each Account will vote its interest
in the Portfolio for or against such Proposal proportionately to the
instructions to vote for or against this Proposal (as described in each
Account's prospectus). If a sufficient number of votes in favor of amending some
or all of a Portfolio's restrictions are received from the investors in that
Portfolio, such restrictions will be amended.
ELIMINATION OF CERTAIN RESTRICTIONS
Approval of this Proposal will result in elimination of Restriction (3),
Restriction (4)(iii) and Restriction (7), because such restrictions are not
required to be fundamental policies under the Act or state "Blue Sky" laws.
Restriction (3) concerns the diversification of assets by an issuer. This
restriction does not apply to nondiversified funds. Because the Accounts (except
the California Account) are nondiversified, this restriction may be eliminated.
Shareholders of the California Account will consider the elimination of
Restriction (3) and Restriction (10) (which also relates to diversification) in
Proposal 3.
Restriction (4)(iii) concerning joint transactions is a matter regulated by
a provision of the Act which is subject to certain exceptions pursuant to rules
or positions of the staff of the Commission. Eliminating the prohibition may
allow an Account to engage in certain beneficial transactions, such as
purchasing securities with affiliated investment companies at a lower cost, if
the Commission grants an exemptive order permitting such transactions. (The
Accounts have no current intention of applying for such an order.)
Restriction (7) concerning investing for control prohibits an Account from
investing for control or management of other companies. Investing for such
purposes would be difficult because of the Act's diversification requirements
and is regulated by the Act's provisions on affiliated transactions.
RECLASSIFICATION OF RESTRICTION (2)
If this Proposal is approved, Restriction (2) will be eliminated as
fundamental, but will be retained as a nonfundamental policy of each Account
(which could be thereafter amended or eliminated by vote of the Company's
Directors). This restriction is required under various state "Blue Sky" laws
and/or federal laws, but is not required to be a fundamental policy of an
Account.
Restriction (2) concerning short sales prohibits an Account from engaging in
such transactions unless they are "against the box" and no more than 25% of net
assets is held as collateral. In a short sale, an Account would sell a borrowed
security with a corresponding obligation to return the same security. If
reclassified as nonfundamental, the restriction could be revised in the future
to permit other types of short sales if permitted by law.
If shareholders approve the proposed reclassification of Restriction (2) as
nonfundamental, a future change in this restriction could be effected by the
Directors without shareholder approval if the Directors determined that such a
change was appropriate and desirable. The Portfolios' Trustees and the Company's
Directors have no present intention of amending or eliminating the foregoing
restriction if it is reclassified. The Portfolios' Trustees and the Company's
Directors believe, however, that this reclassification of Restriction (2) will
enable each Account to respond more rapidly to future changes in the Account's
competitive and regulatory environment.
5
<PAGE>
AMENDMENT TO CERTAIN RESTRICTIONS
Restriction (6) concerning borrowing, pledging and senior securities has
been revised by deleting the restriction on pledging and by permitting borrowing
and the issuance of senior securities consistent with the Act. Pledging
restrictions are no longer required by State law. The positions of the staff of
the Commission on borrowings and senior securities have evolved in recent years
with the development of new investment strategies, such as reverse repurchase
agreements and futures transactions. Each Account would like the ability to
consider use of new investment techniques consistent with the Act and
appropriate disclosure as interpretations of the Act are further developed. As
currently required by the Act, no Account may borrow money in excess of 33 1/3%
of the value of the Account's total assets (including the amount borrowed). Each
Account may currently borrow up to 5% of the value of its total assets for
certain temporary purposes. There is no intention to change this 5% policy. If
the Directors should decide in the future to change this 5% policy with respect
to an Account, disclosure would be provided in the Account's prospectus.
Restriction (8) concerning investing in real estate and Restriction (5)
concerning lending are proposed to be simplified and revised consistent with
current regulatory restraints. The amendment, elimination or reclassification of
each restriction requires a separate vote.
VOTE REQUIRED TO APPROVE PROPOSAL 2
Approval of the Proposal requires the affirmative vote of a majority of the
outstanding voting securities of an Account as set forth under "Vote Required to
Approve Proposal 1" above.
DIRECTORS' EVALUATION AND RECOMMENDATION
THE DIRECTORS OF THE COMPANY RECOMMEND THAT SHAREHOLDERS OF EACH ACCOUNT
APPROVE THE ELIMINATION, RECLASSIFICATION OR AMENDMENT OF CERTAIN OF THE
ACCOUNT'S INVESTMENT RESTRICTIONS.
The Board of Directors, at a meeting held on November 2, 1995, considered
various factors and believes that this Proposal will increase investment
management flexibility and is in the best interests of each Account and its
shareholders. If part or all of the Proposal is not approved with respect to an
Account, some or all of that Account's current fundamental restrictions will
remain in effect and a shareholder vote will be required before the Account can
engage in activities prohibited by a current fundamental restriction. If one or
more of the Accounts does not approve part or all of the Proposal and part or
all of the Proposal is approved by the other investors in the corresponding
Portfolio, the Account will have an investment in a corresponding Portfolio
whose fundamental investment restrictions are not substantially the same as
those of the Account. In that case, the Company's Board of Directors on behalf
of such Account may be obliged to withdraw the Account's assets from the
corresponding Portfolio.
PROPOSAL 3. CHANGE IN DIVERSIFICATION STATUS
(FOR THE CALIFORNIA ACCOUNT ONLY)
As a diversified fund under the Act, the California Account may not (with
respect to 75% of its assets) invest more than 5% of assets in any one issuer
(excluding the U.S. Government) or own more than 10% of the outstanding voting
securities of any one issuer. The purpose of this Proposal is to change the
California Account's diversification status under the Act from diversified to
nondiversified. As a nondiversified fund under the Act, the Account would be
subject to the diversification requirements of the Internal Revenue Code, which
impose the foregoing 5% and 10% limitations with respect to only 50% of its
assets.
The Account will also vote on a parallel proposal to change the
diversification status of the California Portfolio. When so voting, the Account
will vote its interest in the Portfolio for or against
6
<PAGE>
such proposal proportionately to the instructions to vote for or against this
Proposal (as described in the Account's prospectus). If a sufficient number of
votes in favor of the Proposal are received from investors in the California
Portfolio, the Portfolio's policy will be changed.
Because of the limited number of issuers within a particular state, state
municipal funds may need the ability to invest (with respect to a larger
percentage of assets) more than 5% of assets in a single issuer. Changing the
California Account's and the California Portfolio's status would provide the
California Portfolio this. To the extent the California Portfolio invests a
greater percentage of assets in a single issuer, it would be more susceptible to
any adverse economic or political occurrence affecting that issuer. If this
Proposal is approved, Restrictions (3) and (10) (set forth in Exhibit A to this
Proxy Statement), which relate to the diversification of assets, will be
eliminated.
VOTE REQUIRED TO APPROVE PROPOSAL 3
Approval of this Proposal requires the affirmative vote of a majority of the
outstanding voting securities of the California Account as set forth under "Vote
Required to Approve Proposal 1" above.
DIRECTORS' EVALUATION AND RECOMMENDATION
THE DIRECTORS OF THE COMPANY RECOMMEND THAT SHAREHOLDERS OF THE CALIFORNIA
ACCOUNT APPROVE THE CHANGE IN THE ACCOUNT'S DIVERSIFICATION STATUS FROM
DIVERSIFIED TO NONDIVERSIFIED.
The Board of Directors, at a meeting held on November 2, 1995, considered
various factors and believes the Proposal will increase investment flexibility
and is in the best interests of the California Account and its shareholders. If
the Proposal is not approved, the Account will continue to be a diversified fund
and a shareholder vote will be required in order to change that status. If
shareholders of the California Account do not approve the Proposal and the
Proposal is approved by the other shareholders of the California Portfolio, the
Account will have an investment in a corresponding Portfolio with a fundamental
investment restriction that is not substantially the same as that of the
California Account. In that case, the Company's Board of Directors on behalf of
the California Account may be obliged to withdraw the Account's assets from the
California Portfolio.
INFORMATION ABOUT SHARE OWNERSHIP
As of October 31, 1995, Connecticut Mutual Life Insurance Company
("Connecticut Mutual") and its affiliates held the amount and percentages of the
shares outstanding of each of the Accounts as indicated below:
<TABLE>
<CAPTION>
PERCENT
OF
ACCOUNT SHARES HELD ACCOUNT
-------------------------------------------------------- ----------- -------
<S> <C> <C>
California Account...................................... 0 0
Massachusetts Account................................... 1,057 7%
New York Account........................................ 0 0
Ohio Account............................................ 0 0
-
-----
Total................................................... 0 0
-
-
-----
-----
</TABLE>
It is intended that all such shares held by Connecticut Mutual and its
affiliates will be voted in favor of all of the Proposals.
7
<PAGE>
As of October 16, 1995, the following persons held an interest in the
following Accounts equal to 5% or more of such Account's outstanding shares.
<TABLE>
<CAPTION>
PERCENTAGE
SHAREHOLDER OWNERSHIP
------------------------------------------------------------------ ----------
<S> <C>
CMIA California Municipals Account:
Frank J. Edwards IV............................................ 18%
Houston, TX
Archie and Winifred Dingwall................................... 22%
Fresno, CA
Frank E. Blakeley.............................................. 56%
Fresno, CA
CMIA Massachusetts Municipals Account:
Tom F. and Edna M. Cavanaugh................................... 32%
Carver, MA
CML............................................................ 7%
Hartford, CT
Martin J. Healey............................................... 19%
Lynn, MA
Eugen F. and Jean K. Walsh..................................... 34%
Tewksbury, MA
CMIA New York Municipals Account:
Robert W. Lang................................................. 5%
Gloversville, NY
Michael Nicoletti.............................................. 6%
Huntington, NY
Herbert F. Ross................................................ 7%
Rochester, NY
Shirley M. Baker............................................... 9%
Elma, NY
Arnold and Ellen Ostrower...................................... 16%
New York, NY
Salvatore J. Bellavia.......................................... 29%
Syracuse, NY
CMIA Ohio Municipals Account:
Martha L. Lanter............................................... 5%
Springfield, OH
Lawrence H. Stookey, Jr........................................ 6%
Sandusky, OH
Hardy & Hardy Co............................................... 6%
Lima, OH
Lawrence A. Walborn............................................ 6%
Sylvania, OH
Friddle Trust.................................................. 18%
Mason, OH
Warren and Mary Copeland....................................... 23%
Lima, OH
</TABLE>
The Company is not aware that any other person owned beneficially or of
record more than 5% of the shares of any Account on October 16, 1995. As of such
date, the officers and Directors of the Company owned in the aggregate less than
1% of the shares of any one or more of the Accounts.
8
<PAGE>
OTHER MATTERS
The Company's management knows of no business to be brought before the
Special Meeting except as described above. However, if any other matters
properly come before the Meeting, the persons named in the enclosed form of
proxy intend to vote on such matters in accordance with their best judgment. If
shareholders desire additional information about the matters proposed for
action, the Company's management will be glad to hear from them and to provide
further information.
Connecticut Mutual has entered into an Agreement and Plan of Merger with
Massachusetts Mutual Life Insurance Company ("Massachusetts Mutual") providing
for Connecticut Mutual to merge with and into Massachusetts Mutual (the
"Merger"). Upon the consummation of the Merger, the separate existence of
Connecticut Mutual will cease and Massachusetts Mutual will be the surviving
company and will continue its corporate existence under the name "Massachusetts
Mutual Life Insurance Company." As a result of the Merger, it is anticipated
that Massachusetts Mutual will ask the Company's Board to approve the
appointment of a new Board of Directors of the Company and to approve amended
Rule 12b-1 plans for each Account (collectively, the "Merger Proposals"). The
Board will also recommend the appointment of a new principal underwriter of the
Company's shares and may approve other changes to the management and operations
of the Accounts. This Proxy Statement does NOT relate to these Merger Proposals
and you are NOT being asked to vote on these Merger Proposals as this time.
Shareholders of each Account will be given an opportunity to approve the Merger
Proposals at a later date pursuant to a separate proxy solicitation.
PROXIES, QUORUM AND VOTING AT THE SPECIAL MEETING
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Company. In addition, although mere
attendance at the meeting will not revoke a proxy, a shareholder present at the
meeting may withdraw his or her proxy and vote in person. All properly executed
and unrevoked proxies received in time for the meeting will be voted in
accordance with the instructions contained in the proxies. If no instruction is
given, the persons named as proxies will vote the shares represented thereby in
favor of the matters set forth in this Proxy Statement and will use their best
judgment in connection with the transaction of such other business as may
properly come before the Special Meeting or any adjournment thereof.
In the event that, at the time any session of a Special Meeting is called to
order, a quorum is not present in person or by proxy, the persons named as
proxies may vote those proxies which have been received to adjourn the Special
Meeting to a later date. In the event that a quorum is present but sufficient
votes in favor of any of Proposals 1, 2, and 3 have not been received, the
persons named as proxies will vote those proxies which they are entitled to vote
in favor of the relevant Proposal for such an adjournment and will vote those
proxies required to be voted against the Proposal against any such adjournment.
A shareholder vote may be taken on one or more of the Proposals in the Proxy
Statement prior to such adjournment if sufficient votes for its approval have
been received and it is otherwise appropriate.
Shares of common stock of the Company represented in person or by proxy
(including shares which abstain or do not vote with respect to one or more of
the Proposals presented for shareholder approval) will be counted for purposes
of determining whether a quorum is present at a Special Meeting. Abstentions
will be treated as shares that are present and entitled to vote with respect to
any particular Proposal, but will not be counted as a vote cast in favor of such
Proposal. Accordingly, an abstention from voting on a Proposal has the same
effect as a vote against the Proposal. Adoption by the shareholders of the
affected Account of Proposals 1, 2 and 3 requires the affirmative vote of the
lesser of (i) 67 percent or more of the affected Accounts' outstanding voting
securities present at the Special Meeting, if the holders of more than 50
percent of the affected Account's shares of common stock are present or
represented by proxy or (ii) 50 percent or more of the affected Account's
outstanding shares of common stock. If a broker or nominee holding shares in
"street name" indicates
9
<PAGE>
on the proxy that it does not have discretionary authority to vote as to a
particular Proposal, those shares will not be considered as present and entitled
to vote with respect to such Proposal and are likewise not considered to be
votes cast. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether any Proposal has been adopted pursuant to item (i) above.
However, with respect to determining whether any Proposal has been adopted
pursuant to item (ii) above, because shares represented by a "broker non-vote"
are considered outstanding shares, a "broker non-vote" has the same effect as a
vote against the Proposal.
In addition to the solicitation of proxies by mail or in person, the Company
may also arrange to have votes recorded by telephone by officers and employees
of the Company, personnel of G.R. Phelps & Co., Inc. ("G.R. Phelps"), the
Accounts' administrator, or agents hired by G.R. Phelps for such purpose. The
telephone voting procedure is designed to authenticate a shareholder's identity,
to allow a shareholder to authorize the voting of shares in accordance with the
shareholder's instructions and to confirm that the voting instructions have been
properly recorded. If these procedures were subject to a successful legal
challenge, such votes would not be counted at the Meeting. The Company has not
sought to obtain an opinion of counsel on this matter and is unaware of any such
challenge at this time. A shareholder would be called on a recorded line at the
telephone number the Company has in its records for the account and would be
asked the shareholder's Social Security number or other identifying information.
The shareholder would then be given an opportunity to authorize proxies to vote
his shares at the Meeting in accordance with the shareholder's instructions. To
ensure that the shareholder's instructions have been recorded correctly, the
shareholder will also receive a confirmation of the voting instructions in the
mail. A special toll-free number will be available in case the voting
information contained in the confirmation is incorrect. If the shareholder
decides after voting by telephone to attend a Meeting, the shareholder can
revoke the proxy at that time and vote the shares at the Meeting.
SHAREHOLDERS' PROPOSALS
The Company is not required, and does not intend, to hold meetings of
shareholders each year. Instead, meetings will be held only when and if
required. Any shareholders desiring to present a proposal for consideration at
the next meeting of shareholders of the Company must submit such proposal in
writing so that it is received by the Company at 140 Garden Street, Hartford,
Connecticut 06154 within a reasonable time before any such meeting. The mere
submission of a proposal does not guarantee inclusion in a proxy statement
because such proposals must comply with certain rules under the federal
securities laws.
EXPENSES AND METHOD OF SOLICITATION
The cost of preparing and mailing this Proxy Statement and the accompanying
notice and proxy card will be borne by each Account ratably. Proxies will be
solicited by mail and may also be solicited in person or by telephone by
employees, officers and/or directors of Connecticut Mutual, its wholly-owned
subsidiary C.M. Life, its affiliated company, G.R. Phelps and a professional
solicitation organization. The cost of the solicitation by such organization,
including out-of-pocket expenses, is expected to be approximately $1,800 for
each Account. Such expenses will be borne pro rata by the Accounts based on the
number of shareholder accounts.
NOVEMBER 17, 1995 CONNECTICUT MUTUAL INVESTMENT
ACCOUNTS, INC.
10
<PAGE>
EXHIBIT A
INVESTMENT RESTRICTIONS
[Proposed Additions in Italic and
Proposed Deletions in Brackets]
Each Account will not:
(1) Purchase securities on margin (but an Account may obtain such short-term
credits as may be necessary for the clearance of purchases and sales of
securities). The deposit or payment by an Account of initial or maintenance
margin in connection with futures contracts or related options transactions is
not considered the purchase of a security on margin;
(2)* Make short sales of securities or maintain a short position, unless at
all times when a short position is open an Account owns an equal amount of such
securities or securities convertible into or exchangeable, without payment of
any further consideration, for securities of the same issue as, and equal in
amount to, the securities sold short, and unless not more than 25% of an
Account's net assets (taken at current value) is held as collateral for such
sales at any one time. (Each Account will make such sales only for the purpose
of deferring realization of gain or loss for federal income tax purposes);
(3) [Purchase securities of any issuer if such purchase, at the time
thereof, would cause more than 10% of the total outstanding voting securities of
such issuer to be held by an Account;]
(4) Underwrite or participate in the marketing of securities of others,
except insofar as it may technically be deemed to be an underwriter in:
(i) selling a portfolio security under circumstances which may require
the registration of the same under the Securities Act of 1933; or
(ii) investing all or part of its investable assets in an open-end
management investment company with substantially the same investment objective,
policies and restrictions as the Account and issuing its own shares representing
a pro rata interest in the securities of such other investment company owned by
it; or
[(iii) participating on a joint or a joint and several basis in any
trading account in securities;]
(5) MAKE LOANS [Lend any of its funds or other assets] to any person [,
directly or indirectly] except BY [(i) through] (A) THE ACQUISITION OF DEBT
INSTRUMENTS AND MAKING PORTFOLIO INVESTMENTS, (B) ENTERING INTO REPURCHASE
AGREEMENTS and [(ii) through the loan of a] (C) LENDING PORTFOLIO SECURITIES
[security; (The purchase of a portion of an issue of debt obligations, whether
or not the purchase is made on the original issuance, is not considered the
making of a loan)];
(6) Borrow money [or pledge its assets in excess of 1/3 of the value of its
assets (including the amount borrowed) and then only if such borrowing is
incurred as a temporary measure for extraordinary or emergency purposes or to
facilitate the orderly sale of portfolio securities to accommodate redemption
requests;] or issue senior securities EXCEPT AS PERMITTED BY THE INVESTMENT
COMPANY ACT OF 1940 [other than its shares of common stock, except as
appropriate to evidence indebtedness, including reverse repurchase agreements,
which an Account is permitted to incur. No Account will purchase securities
while outstanding temporary bank borrowings, including reverse repurchase
agreements, exceed 5% of its total assets; provided, however, that an Account
may increase its interest in an open-end management investment company with
substantially the same investment objective, policies and
- ------------------------
* This restriction would become nonfundamental if Proposal 2 is approved.
A-1
<PAGE>
restrictions as the Account while such borrowings are outstanding. The deposit
of cash, cash equivalents and liquid debt securities in a segregated account
with the custodian and/or with a broker in connection with futures contracts or
related options transactions and the purchase of securities on a "when-issued"
basis is not deemed to be a pledge];
(7) [Invest for the purpose of exercising control or management of other
companies;]
(8) Purchase or sell real estate[, although it may purchase and sell
securities which are secured by real estate and securities of companies which
invest or deal in real estate and may hold or sell real estate acquired as a
result of its ownership of a security] (INCLUDING LIMITED PARTNERSHIP INTERESTS
IN REAL ESTATE, BUT EXCLUDING READILY MARKETABLE INTERESTS IN REAL ESTATE
INVESTMENT TRUSTS OR READILY MARKETABLE SECURITIES OF COMPANIES WHICH INVEST OR
DEAL IN REAL ESTATE OR SECURITIES WHICH ARE secured by [such] real estate);
(9) Purchase or sell physical commodities or contracts for the purchase or
sale of physical commodities;
In addition to the investment restrictions noted above, the California
Account will not:
(10)1 [With respect to 75% of its respective total assets, purchase any
security (other than U.S. Government securities) if such purchase, at the time
thereof, would cause more than 5% of the respective total assets of the . . .
California Account (taken at market value) to be invested in the securities of a
single issuer.]
- ------------------------
1 Only the California Account has this restriction so shareholders of the other
Accounts will not vote to eliminate this restriction. If Proposal 3 is approved,
the California Account will eliminate this restriction.
A-2
<PAGE>
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
Please fold and detach card at perforation before mailing.
[ACCOUNT NAME] THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
140 GARDEN STREET
HARTFORD, CONNECTICUT 06154
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
PROXY PROXY
The undersigned hereby appoints Donald H. Pond, Jr., Ann F. Lomeli and
Michael A. Chong, and each of them, the proxies of the undersigned with full
power of substitution to each of them, to vote all shares of [ACCOUNT NAME]
(the "Account") which the undersigned is entitled to vote at a Special
Meeting of Shareholders of Connecticut Mutual Investment Accounts, Inc. (the
"Company") to be held at the offices of Connecticut Mutual Life Insurance
Company located at 878 Main Street (10 State House Square), Hartford,
Connecticut, on Friday, December 8, 1995 at 2:00 p.m. Eastern Time and any
adjournments thereof.
By signing and dating this proxy form, you authorize the above proxies
to vote your shares of the Account only with respect to the following
proposals set forth on the reverse side of this card (which are numbered to
correspond to the numbering of proposals contained in the Proxy Statement):
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
Date:_____________________________
Please sign exactly as your name or names appear
hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give your
full title as such. If a corporation, please sign in
full corporate name by president or other authorized
officer. If a partnership, please sign in partnership
name by authorized person.
Signature(s) of Shareholder(s):
<PAGE>
(1) To approve a proposal to amend the Account's investment policy to
provide that the Account may invest primarily in municipal
obligations the interest on which is exempt from regular federal
income tax and from the State taxes that, in accordance with the
Account's investment objective, the Account seeks to avoid.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2) To approve a proposal to eliminate, reclassify or amend certain of
the Account's fundamental investment restrictions as set forth in
Exhibit A to the Proxy Statement as follows:
(2A) Eliminate restriction (3) concerning diversification of
assets.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2B) Eliminate restriction (4)(iii) concerning joint transactions.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2C) Eliminate restriction (7) concerning investing for control.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2D) Reclassify restriction (2) concerning short sales.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2E) Amend restriction (6) concerning borrowing, pledging and
senior securities.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2F) Amend restriction (8) concerning investing in real estate.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2G) Amend restriction (5) concerning lending.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
-2-
<PAGE>
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER INSTRUCTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO INSTRUCTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
-3-
<PAGE>
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
Please fold and detach card at perforation before mailing.
CMIA CALIFORNIA MUNICIPALS ACCOUNT THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
CONNECTICUT MUTUAL INVESTMENT ACCOUNTS, INC.
140 GARDEN STREET
HARTFORD, CONNECTICUT 06154
SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 8, 1995
PROXY PROXY
The undersigned hereby appoints Donald H. Pond, Jr., Ann F. Lomeli and
Michael A. Chong, and each of them, the proxies of the undersigned with full
power of substitution to each of them, to vote all shares of CMIA California
Municipals Accounts (the "Account") which the undersigned is entitled to vote
at a Special Meeting of Shareholders of Connecticut Mutual Investment
Accounts, Inc. (the "Company") to be held at the offices of Connecticut
Mutual Life Insurance Company located at 878 Main Street (10 State House
Square), Hartford, Connecticut, on Friday, December 8, 1995 at 2:00 p.m.
Eastern Time and any adjournments thereof.
By signing and dating this proxy form, you authorize the above proxies
to vote your shares of the Account only with respect to the following
proposals set forth on the reverse side of this card (which are numbered to
correspond to the numbering of proposals contained in the Proxy Statement):
PLEASE DATE, SIGN AND RETURN THIS PROXY PROMPTLY
Date:________________________________
Please sign exactly as your name or names appear
hereon. When signing as attorney, executor,
administrator, trustee or guardian, please give
your full title as such. If a corporation, please
sign in full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized person.
Signature(s) of Shareholder(s):
<PAGE>
(1) To approve a proposal to amend the Account's investment policy to
provide that the Account may invest primarily in municipal
obligations the interest on which is exempt from regular federal
income tax and from the State taxes that, in accordance with the
Account's investment objective, the Account seeks to avoid.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2) To approve a proposal to eliminate, reclassify or amend certain of
the Account's fundamental investment restrictions as set forth in
Exhibit A to the Proxy Statement as follows:
(2A) Eliminate restriction (4)(iii) concerning joint transactions.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2B) Eliminate restriction (7) concerning investing for control.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2C) Reclassify restriction (2) concerning short sales.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2D) Amend restriction (6) concerning borrowing, pledging and
senior securities.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2E) Amend restriction (8) concerning investing in real estate.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(2F) Amend restriction (5) concerning lending.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
-2-
<PAGE>
(3) To approve a proposal to eliminate certain of the Accounts
investment restrictions concerning diversification as set
forth in Exhibit B to the Proxy Statement as follows:
(3A) Eliminate restriction (10) to change the Account's
diversification status from diversified to non-diversified.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
(3B) Eliminate restriction (3) concerning diversification of
assets.
_______ _______ _______
FOR _______ AGAINST _______ ABSTAIN _______
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER INSTRUCTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO INSTRUCTION IS GIVEN, THIS
PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
-3-
