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)
[ ] Definitive Proxy Statement
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Keystone America Hartwell Emerging Growth Fund, Inc.
(Name of Registrant as Specified in Its Charter)
(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:
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<PAGE>
Definitive Solicitation Materials Filed
Pursuant to Rule 14a-6(b) under the
Securities Exchange Act of 1934
July 1997
Dear Shareholder:
Recently we mailed you a Prospectus/Proxy Statement containing our proposal
to combine Keystone America Hartwell Emerging Growth Fund, Inc. with Evergreen
Aggressive Growth Fund. We may also have contacted you by telephone to inform
you of this proposal and let you know that we can take your vote by phone. We
apologize for any inconvenience our calls may have caused you, but we want to
emphasize the importance of this proposal and your vote. We believe one combined
fund will result in greater efficiencies than two separate funds. The
reorganization has been structured as a tax-free transaction for shareholders.
As we did not receive votes sufficient to approve the proposal at the
shareholder meeting scheduled for June 30, 1997, we have adjourned the meeting
until July 14, 1997. Therefore, we are again requesting that you vote your
shares. The Fund's Directors have carefully reviewed this proposed
reorganization and believe it is in the best interest of shareholders. They
recommend you vote FOR the proposal. YOUR VOTE IS VERY IMPORTANT!
Voting Instructions (Telephone or Mail):
- ---------------------------------------
Telephone:
We are offering a convenient way to vote your shares by telephone. Simply
call 1-800-424-3107 from 8:00 am until 9:00 pm eastern time and a customer
service representative will personally take your vote. A written confirmation of
your vote will be mailed to you.
Mail: If you prefer to vote by mail, please sign the enclosed proxy card
and return it in the enclosed postage-paid envelope.
If you have already voted, we thank you for your participation. No further
action is required on your part.
We sincerely appreciate your vote and hope that you will take a moment to
help us obtain the necessary votes on this important issue affecting your Fund.
If you have any questions about this proposal, please call Evergreen Keystone at
1-800-343-2898. Our representatives are available Monday through Friday between
8:00 am and 6:00 pm eastern time and will be happy to assist you.
Sincerely,
Albert H. Elfner, III George S. Bissell
Chairman Chairman of the Board
Keystone Investment Management Company Keystone Funds
