PILGRIM GNMA INCOME FUND INC
DEFA14A, 2000-09-08
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                            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           [ ]  Confidential, For Use of the
[ ]  Definitive Proxy Statement                 Commission Only (as permitted
[X]  Definitive Additional Materials            by Rule 14a-6(e)(2))
[ ]  Soliciting Material Pursuant to
     Rule 14a-11(c) or Rule 14a-12


                         PILGRIM GNMA INCOME FUND, INC.
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                (Name of Registrant as Specified In Its Charter)

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    (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:

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2)   Aggregate number of securities to which transaction applies:

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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):

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4)   Proposed maximum aggregate value of transaction:

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5)   Total fee paid:

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[ ] 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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    2)   Form, Schedule or Registration Statement No.:
                                                      --------------------
    3)   Filing Party:
                      ----------------------------------------------------
    4)   Date Filed:
                    ------------------------------------------------------
<PAGE>
                              [X] PLEASE VOTE NOW!

Dear Shareholder:

We have made several attempts to contact you, both through the mail and over the
phone,  to ask you to vote your shares held in the Lexington GNMA Income Fund as
of May  23,  2000.  Voting  your  shares  is  critical  to the  outcome  of this
Shareholder  Meeting.  At the initial Shareholder Meeting held on July 21, 2000,
an  insufficient  amount of votes were  received  on the  proposed  Amended  and
Restated  Articles of  Incorporation,  and the meeting  was  adjourned  for that
proposal.  We have made  considerable  progress in the vote  response  since the
initial  Meeting,  but we are  going  to need  your  help in  order  to meet the
regulatory  requirement of two-thirds of the outstanding  shares voting in favor
of the  proposed  Amended  and  Restated  Articles of  Incorporation  (listed as
Proposal 9 in the proxy  statement).  The  meeting has been  adjourned  for this
proposal to September 20th.

WHY IS IT  IMPORTANT  TO APPROVE  THE FUND'S  AMENDED AND  RESTATED  ARTICLES OF
INCORPORATION?

The Fund's Articles of  Incorporation  differ from the Articles of Incorporation
of the other Lexington  Funds. In an attempt to ensure that your Fund is able to
take  advantage  of  all  operational  opportunities  currently  provided  under
Maryland law, and more importantly, to ensure consistency amongst all Funds, the
Board of Directors  determined  that it is in the best  interest of your Fund to
amend and restate the Fund's Articles of Incorporation.

AGAIN,  WE URGE YOU TO REVIEW THE ENCLOSED  PROXY  MATERIAL AND VOTE YOUR SHARES
UTILIZING ONE OF THE CONVENIENT METHODS. BY VOTING YOUR SHARES, YOU WILL HELP US
ELIMINATE  THE  POSSIBILITY  OF  ADDITIONAL   EXPENSES   INCURRED  FROM  FURTHER
SOLICITATION  EFFORTS.  IF YOU HAVE ANY  QUESTIONS  REGARDING THE MEETING OR THE
EXECUTION   OF  YOUR  PROXY,   PLEASE   CALL   SHAREHOLDER   COMMUNICATIONS   AT
1-800-649-2671.

                      WE NEED YOUR HELP. PLEASE VOTE TODAY!

For your convenience, we have established four easy methods for you to vote:

[X]  BY INTERNET:   Visit the website www.proxyvote.com and enter the 12-digit
                    control number found on your proxy card.

[X]  BY PHONE:      Call 1-800-649-2671. Representatives are available to take
                    your vote Monday through Friday 9 a.m. to 11 p.m. and
                    Saturday noon to 6 p.m. Eastern Time.

[X]  BY FAX:        Complete the enclosed proxy card and fax it to us toll-free
                    at 1-800-733-1885, any time.

[X]  BY MAIL:       Complete the enclosed proxy card and return it in the
                    enclosed postage-paid envelope.

If we do not receive your proxy by one of the above  methods,  you may receive a
call from SHAREHOLDER  COMMUNICATIONS  CORPORATION,  our proxy agent, requesting
you to vote your shares over the phone for the Adjourned Meeting.
<PAGE>
                              [X] PLEASE VOTE NOW!


Dear Shareholder:

We have made several attempts to contact you, both through the mail and over the
phone,  to ask you to vote your shares held in the Lexington GNMA Income Fund as
of May  23,  2000.  Voting  your  shares  is  critical  to the  outcome  of this
Shareholder  Meeting.  At the initial Shareholder Meeting held on July 21, 2000,
an  insufficient  amount of votes were  received  on the  proposed  Amended  and
Restated  Articles of  Incorporation,  and the meeting  was  adjourned  for that
proposal.  We have made  considerable  progress in the vote  response  since the
initial  Meeting,  but we are  going  to need  your  help in  order  to meet the
regulatory  requirement of two-thirds of the outstanding  shares voting in favor
of the  proposed  Amended  and  Restated  Articles of  Incorporation  (listed as
Proposal 9 in the proxy  statement).  The  meeting has been  adjourned  for this
proposal to September 20th.

WHY IS IT  IMPORTANT  TO APPROVE  THE FUND'S  AMENDED AND  RESTATED  ARTICLES OF
INCORPORATION?

The Fund's Articles of  Incorporation  differ from the Articles of Incorporation
of the other Lexington  Funds. In an attempt to ensure that your Fund is able to
take  advantage  of  all  operational  opportunities  currently  provided  under
Maryland law, and more importantly, to ensure consistency amongst all Funds, the
Board of Directors  determined  that it is in the best  interest of your Fund to
amend and restate the Fund's Articles of Incorporation.

AGAIN,  WE URGE YOU TO REVIEW THE ENCLOSED  PROXY  MATERIAL AND VOTE YOUR SHARES
UTILIZING ONE OF THE CONVENIENT METHODS. BY VOTING YOUR SHARES, YOU WILL HELP US
ELIMINATE  THE  POSSIBILITY  OF  ADDITIONAL   EXPENSES   INCURRED  FROM  FURTHER
SOLICITATION  EFFORTS.  IF YOU HAVE ANY  QUESTIONS  REGARDING THE MEETING OR THE
EXECUTION   OF  YOUR  PROXY,   PLEASE   CALL   SHAREHOLDER   COMMUNICATIONS   AT
1-800-649-2671.

                      WE NEED YOUR HELP. PLEASE VOTE TODAY!

For your convenience, we have established four easy methods for you to vote:

[X]  BY INTERNET:   Visit the website www.proxyvote.com and enter the 12-digit
                    control number found on your proxy card.

[X]  BY PHONE:      Call 1-800-649-2671. Representatives are available to take
                    your vote Monday through Friday 9 a.m. to 11 p.m. and
                    Saturday noon to 6 p.m. Eastern Time.

[X]  BY MAIL:       Complete the enclosed proxy card and return it in the
                    enclosed postage-paid envelope.

If we do not receive your proxy by one of the above  methods,  you may receive a
call from SHAREHOLDER  COMMUNICATIONS  CORPORATION,  our proxy agent, requesting
you to vote your shares over the phone for the Adjourned Meeting.
<PAGE>
                              [X] PLEASE VOTE NOW!

Dear Shareholder:

We have made several attempts to contact you, both through the mail and over the
phone,  to ask you to vote your shares held in the Lexington GNMA Income Fund as
of May  23,  2000.  Voting  your  shares  is  critical  to the  outcome  of this
Shareholder  Meeting.  At the initial Shareholder Meeting held on July 21, 2000,
an  insufficient  amount of votes were  received  on the  proposed  Amended  and
Restated  Articles of  Incorporation,  and the meeting  was  adjourned  for that
proposal.  We have made  considerable  progress in the vote  response  since the
initial  Meeting,  but we are  going  to need  your  help in  order  to meet the
regulatory  requirement of two-thirds of the outstanding  shares voting in favor
of the  proposed  Amended  and  Restated  Articles of  Incorporation  (listed as
Proposal 9 in the proxy  statement).  The  meeting has been  adjourned  for this
proposal to September 20th.

WHY IS IT  IMPORTANT  TO APPROVE  THE FUND'S  AMENDED AND  RESTATED  ARTICLES OF
INCORPORATION?

The Fund's Articles of  Incorporation  differ from the Articles of Incorporation
of the other Lexington  Funds. In an attempt to ensure that your Fund is able to
take  advantage  of  all  operational  opportunities  currently  provided  under
Maryland law, and more importantly, to ensure consistency amongst all Funds, the
Board of Directors  determined  that it is in the best  interest of your Fund to
amend and restate the Fund's Articles of Incorporation.

AGAIN,  WE URGE YOU TO REVIEW THE ENCLOSED  PROXY  MATERIAL AND VOTE YOUR SHARES
UTILIZING ONE OF THE CONVENIENT METHODS. BY VOTING YOUR SHARES, YOU WILL HELP US
ELIMINATE  THE  POSSIBILITY  OF  ADDITIONAL   EXPENSES   INCURRED  FROM  FURTHER
SOLICITATION  EFFORTS.  IF YOU HAVE ANY  QUESTIONS  REGARDING THE MEETING OR THE
EXECUTION   OF  YOUR  PROXY,   PLEASE   CALL   SHAREHOLDER   COMMUNICATIONS   AT
1-800-649-2671.

                      WE NEED YOUR HELP. PLEASE VOTE TODAY!

For your convenience, we have established three easy methods for you to vote:


[X]  BY INTERNET:   Visit the website www.proxyvote.com and enter the 12-digit
                    control number found on your proxy card.

[X]  BY TOUCHTONE:  Please refer to the "800" number printed on the enclosed
                    proxy card.

[X]  BY MAIL:       Complete the enclosed proxy card and return it in the
                    enclosed postage-paid envelope.

                 REMEMBER, YOUR VOTE COUNTS. PLEASE VOTE TODAY.


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