<PAGE> 1
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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
---------------------------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
---------------------------------
July 28, 1995
To the Shareholders of
Municipal Fund for New York Investors, Inc.:
A Special Meeting of Shareholders of MUNICIPAL FUND FOR NEW
YORK INVESTORS, INC. (the "Fund") will be held on August 25, 1995 at 10:00 A.M.
at 400 Bellevue Parkway, Bellevue Park Corporate Center, 4th Floor Board Room,
Wilmington, Delaware 19809, for the following purposes:
(1) The election of four (4) directors;
(2) The ratification or rejection of the selection of
Coopers & Lybrand L.L.P. as the Fund's independent accountants for the
fiscal year ending July 31, 1995; and
(3) The transaction of such other business as may
properly come before the meeting.
The subjects referred to above are discussed in the Proxy
Statement attached to this Notice. Each shareholder is invited to attend the
Special Meeting of Shareholders in person. Shareholders of record at the close
of business on July 26, 1995 have the right to vote at the meeting. If you
cannot be present at the meeting, we urge you to fill in, sign and promptly
return the enclosed proxy in order that the meeting can be held and a maximum
number of shares may be voted.
MORGAN R. JONES
Secretary
<PAGE> 3
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
Bellevue Park Corporate Center
400 Bellevue Parkway
Suite 100
Wilmington, Delaware 19809
PROXY STATEMENT
This Proxy Statement is furnished in connection with the
solicitation of proxies by the Board of Directors of Municipal Fund for New
York Investors, Inc. for use at a Special Meeting of Shareholders to be held at
400 Bellevue Parkway, Bellevue Park Corporate Center, 4th Floor Board Room,
Wilmington, Delaware, on August 25, 1995 at 10:00 A.M. (such meeting and any
adjournment thereof is referred to as the "Meeting"). It is expected that the
solicitation of proxies will be primarily by mail. The Fund's officers and
service contractors may also solicit proxies by telephone, telegraph or
personal interview. The Fund will bear all proxy solicitation costs. Any
shareholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Fund a written notice of revocation or a subsequently
executed proxy or by attending the Meeting and electing to vote in person.
This Proxy Statement and the enclosed Proxy are expected to be distributed to
shareholders on or about July 28, 1995.
Only shareholders of record at the close of business on July
26, 1995 (the "Meeting record date") will be entitled to vote at the Meeting.
On that date there were 268,117,365.250 shares of common stock of the Fund
("Shares") outstanding and entitled to be voted. Each Share is entitled to one
vote. As of July 26, 1995, there were no outstanding New York Money Plus or
Dollar Shares in the Fund. Cumulative voting in the election of directors is
not permitted.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF THE FUND'S SEMI-ANNUAL REPORT
TO SHAREHOLDERS DATED JANUARY 31, 1995 AND THE ANNUAL REPORT TO SHAREHOLDERS
DATED JULY 31, 1994 TO ANY SHAREHOLDER UPON REQUEST. THE FUND'S SEMI-ANNUAL
AND ANNUAL REPORTS TO SHAREHOLDERS MAY BE OBTAINED FROM THE FUND BY CALLING
(800) 821-7432.
If the enclosed proxy is executed properly and returned,
Shares represented by it will be voted at the Meeting in accordance with the
instructions thereon. However, if no instructions are specified, Shares will
be voted FOR the proposal to elect Thomas A. Melfe, Francis E. Drake, Jr.,
Rodney D. Johnson and Anthony M. Santomero as directors of the Fund (proposal
1) and FOR the proposal to ratify the selection of Coopers & Lybrand L.L.P. as
the Fund's independent accountants for the fiscal year ended July 31, 1995
(proposal 2). Under Maryland law, abstentions will have the same effect as
casting a
<PAGE> 4
vote against a proposal. Shares for which the Fund receives broker "non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have not
received instructions from the beneficial owner or other persons entitled to
vote Shares on a particular matter with respect to which the brokers or
nominees do not have discretionary power) will be treated as being present for
purposes of determining the presence of a quorum, but are otherwise treated the
same as abstentions.
If you do not expect to be present at the Meeting and wish
your Shares to be voted, please date and sign the enclosed proxy and mail it in
the enclosed reply envelope addressed to the Fund, c/o PFPC Inc., P.O. Box
8950, Wilmington, Delaware 19899.
ELECTION OF DIRECTORS
Four directors, three of whom are currently on the Board of
Directors, are to be elected at the Meeting. Each director so elected will
hold office until his successor is elected and qualifies, or until his term as
a director is terminated as provided in the Fund's By-Laws. The persons named
as proxies in the accompanying proxy have been designated by the Board of
Directors and intend to vote for the nominees named below. Of the nominees,
Mr. Melfe and Mr. Drake were most recently elected as directors at the Annual
Meeting of Shareholders held on February 9, 1987. Mr. Johnson was elected to
the Board of Directors at a regular meeting of such Board held on May 7, 1993.
Mr. Santomero would be elected to the Board by shareholders at the Meeting.
All Shares represented by valid proxies will be voted in the
election of directors for each nominee named below unless authority to vote for
a particular nominee is withheld. Should any nominee withdraw from the
election or otherwise be unable to serve, the named proxies will vote for the
election of such substitute nominee as the Board of Directors may recommend
unless a decision is made to reduce the number of directors serving on the
Board. The following table sets forth certain information about the nominees:
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<PAGE> 5
<TABLE>
<CAPTION>
Director
Name Age Since Business Experience(1)
---- --- -------- -------------------
<S> <C> <C> <C>
Thomas A. Melfe 63 July Chairman of the Board of the Fund
1983 since April, 1995; Partner in the law
firm of Donovan Leisure Newton &
Irvine since April, 1984; Partner of
the law firm of Hale Russell & Gray,
1981 to 1984.
Francis E. Drake, 80 July Retired; Chairman of Executive and
Jr. 1983 Finance Committee, Rochester Gas and
Electric Corp. until December, 1988;
Chairman of the Board and Chief
Executive Officer, Rochester Gas and
Electric Corp. until 1980.
Rodney D. Johnson 53 May President, Fairmount Capital Advisors,
1993 Inc. (financial advising) since 1987;
Chair, Board of Advocates, Fox Chase
Cancer Center, since 1993; Treasurer,
North Philadelphia Health System
(formerly Girard Medical Center), 1988
to 1993.
Anthony M. Santomero 48 Richard K. Mellon Professor of
Finance, since April 1984 and Dean's
Advisory Council Member since July
1984, The Wharton School, University
of Pennsylvania; Associate Editor,
Journal of Banking and Finance, since
June 1978; Associate Editor, Journal
of
</TABLE>
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<PAGE> 6
<TABLE>
<CAPTION>
Director
Name Age Since Business Experience(1)
---- --- -------- -------------------
<S> <C> <C> <C>
Economics and Business, since
October 1979; Associate Editor,
Journal of Money, Credit and
Banking, since January 1980;
Research Associate, New York
University Center for Japan-US
Business and Economic Studies,
since July 1989; Editorial
Advisory Board, Open Economics
Review, since November 1990;
Director, The Zweig Fund and The
Zweig Total Return Fund.
</TABLE>
(1) Messrs. Johnson and Santomero are also directors or trustees of other
funds, as described below, to which the Fund's investment adviser, or
an affiliate of the investment adviser, also provides investment
advisory services.
--------------------------------------
Messrs. Johnson and Santomero serve as trustees of Municipal
Fund for Temporary Investment ("MuniFund"), Portfolios for Diversified
Investment ("Diversified"), Trust for Federal Securities ("FedFund") and The
PNC(R) Fund ("PNC") and as directors of Temporary Investment Fund, Inc.
("TempFund"), Municipal Fund for California Investors, Inc. ("Cal Muni") and
Provident Institutional Funds, Inc. ("PIF"). Mr. Johnson also serves as a
director of the International Dollar Reserve Fund ("IDR"). Each of these funds
has the same investment adviser as the Fund.
The Board of Directors met 4 times during the Fund's last
fiscal year. Messrs. Melfe, Drake and Johnson attended at least 75% of the
Fund's Board meetings. The Fund does not have standing audit or nominating
committees. As of July 26, 1995, the directors and officers of the Fund as a
group owned beneficially less than 1% of the outstanding Shares.
-4-
<PAGE> 7
Each director is paid $5,000 annually, plus $250 for each
Board meeting attended, and is reimbursed for expenses incurred in connection
with his attendance at Board meetings. The Chairman of the Board receives an
additional $2,500 per annum for his services in such capacity.
The table below sets forth information about the fees received
by the Fund's directors for the fiscal year ended July 31, 1994, the Fund's
most recently completed fiscal year.
<TABLE>
<CAPTION>
Pension or Total
Retirement Estimated Compensation
Benefits Annual from Fund
Aggregate Accrued as Benefits and Fund
Name of Person Compensation Part of Fund Upon Complex(1) Paid
Position from Fund Expenses Retirement to Directors
- -------------- --------- ------------ ---------- ---------------
<S> <C> <C> <C> <C>
Thomas A. Melfe $ 6,000 0.00 N/A (1)(2) $ 6,000
Director and Chairman
Rodney D. Johnson $ 6,000 0.00 N/A (7)(2) $ 56,250
Director
Francis E. Drake, Jr. $ 6,000 0.00 N/A (1)(2) $ 6,000
Director
Anthony M. Santomero, N/A 0.00 N/A (6)(2) $ 43,750
Director
$18,000 0.00 $112,000
</TABLE>
- --------------------------------
(1) A "fund complex" means two or more investment companies that hold
themselves out to investors as related companies for purposes of
investment and investor services, or have a common investment adviser
or have an investment adviser that is an affiliated person of the
investment adviser of any of the other investment companies.
The fund complex consists of the Fund, Muni Fund, Diversified,
FedFund, PNC, TempFund, CalMuni, PIF, IDR, Chestnut Street Exchange
Fund and Independence Square Income Securities, Inc. As of June 16,
1995, the assets and liabilities of Diversified were transferred to the
Intermediate-Term Bond Portfolio of PNC. The directors and trustees
of the fund complex will be paid on the same basis for the fiscal year
ended July 31, 1995.
(2) Total number of such other investment companies director serves on
within the fund complex.
RATIFICATION OR REJECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
At its meeting on October 17, 1994 the Board of Directors,
including a majority of the directors who were not "interested persons" of the
Fund, selected Coopers & Lybrand L.L.P. as the Fund's independent accountants
for the fiscal year ending July 31, 1995. The ratification or rejection of the
selection of independent accountants for the Fund's fiscal year
-5-
<PAGE> 8
ending July 31, 1995 is to be voted upon at the Meeting, and the persons named
as proxies in the accompanying proxy intend to vote for the ratification of the
selection of Coopers & Lybrand L.L.P. as the Fund's independent accountants,
unless contrary instructions are given. The selection of independent
accountants is being submitted for ratification at the Meeting as required by
the Investment Company Act of 1940. Coopers & Lybrand L.L.P. has been the
Fund's auditor since the Fund's organization, and has informed the Fund that it
has no direct or material indirect financial interest in the Fund. A
representative of Coopers & Lybrand L.L.P. is expected to be present at the
Meeting to make a statement if desired and to be available to respond to
appropriate questions.
ADDITIONAL INFORMATION
Executive Officers
Officers of the Fund are elected by the directors and serve at
their pleasure. The following table sets forth certain information about the
Fund's executive officers.
<TABLE>
<CAPTION>
Position
Officer with the Business Experience
Name Age Since Fund During Past Five Years
---- --- ------- -------- ----------------------
<S> <C> <C> <C> <C>
Edward J. Roach 71 July 1983 President Certified Public Accountant;
and Vice Chairman of the Board,
Treasurer Fox Chase Cancer Center;
President or Vice President
and Treasurer of various
investment companies advised
by PNC Institutional Management
Corporation.
Morgan R. Jones 55 July 1983 Secretary Partner of the law firm of
Drinker Biddle & Reath.
</TABLE>
-------------------------------------------------
During its last fiscal year, the Fund paid legal fees to
Drinker Biddle & Reath, of which Mr. Jones is a partner, for general corporate
services.
Investment Adviser and Sub-Adviser
PNC Institutional Management Corporation ("PIMC") serves as
the Fund's investment adviser. PIMC's principal offices are at 400 Bellevue
Parkway, Wilmington, Delaware 19809. PNC Bank, N.A. serves as the Fund's
sub-adviser with principal offices at Broad and Chestnut Streets, Philadelphia,
Pennsylvania 19102. PIMC is a wholly-owned subsidiary of PNC Asset Management
Group, Inc., which is in turn a wholly-owned subsidiary PNC Bank, N.A.
-6-
<PAGE> 9
Administrators and Distributor
PFPC Inc. ("PFPC") and Provident Distributors, Inc. ("PDI")
serve as the Fund's administrators and PDI also serves as its distributor.
PFPC's principal business address is 400 Bellevue Parkway, Wilmington, Delaware
19809. PFPC is an indirect wholly-owned subsidiary of PNC Bank Corp. PDI's
principal offices are located at 259 Radnor-Chester Road, Suite 120, Radnor,
Pennsylvania 19087.
Record Owners
The following table sets forth certain information concerning
persons that were record owners of 5% or more of the Fund's outstanding shares
as of July 26, 1995:
<TABLE>
<CAPTION>
Amount of Percent or Total
Name and Address Ownership Shares Outstanding
- ---------------- ---------------- ------------------
<S> <C> <C>
Trulin & Co. 37,907,121.470 14.13%
c/o Chase Manhattan
Bank NA
P.O. Box 1412
Rochester, New York
14603
Fleet New York 38,970,995.830 14.53%
Fleet Investment
Services
One East Avenue
NY/RO/3090
Rochester, New York
14638
Chemical Bank 67,011,796.050 24.98%
Administrative Services
AIS Section 31 - 270
270 Park Avenue
New York, New York
10017
Chase Manhattan Bank NA 74,667,138.680 27.84%
1211 Avenue of the
Americas
35th Floor
New York, New York
10036
</TABLE>
-7-
<PAGE> 10
Other Matters
No business other than the matters described above is expected
to come before the Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment of the Meeting,
the persons named in the enclosed proxy will vote thereon according to their
best judgment in the interests of the Fund.
Dated: July 28, 1995
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING
AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE
ENCLOSED PROXY AND RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED
IF MAILED IN THE UNITED STATES.
-8-
<PAGE> 11
MUNICIPAL FUND FOR NEW YORK INVESTORS, INC.
PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS of Municipal
Fund for New York Investors, Inc. (the"Fund") for use at the Special Meeting of
Shareholders to be held at 400 Bellevue Parkway, Bellevue Park Corporate
Center, 4th Floor Board Room, Wilmington, Delaware 19809 on August 25, 1995 at
10:00 A.M.
The undersigned hereby appoints Gary Gardner, Helene Kelly and
Edward J. Roach, and each of them, with full power of substitution, as proxies
of the undersigned to vote at the above-stated Special Meeting, and at all
adjournments thereof, all shares of common stock of the Fund held of record by
the undersigned on the record date for the meeting, upon the following matters
and upon any other matter which may come before the meeting in their
discretion:
Item 1. Election of Directors:
/ / FOR all nominees listed below (except as
marked to the contrary below)
/ / WITHHOLD AUTHORITY to vote for all
nominees listed below
INSTRUCTIONS: To WITHHOLD authority to
vote for any individual
nominee, strike a line
through his name in the
list below:
Thomas A. Melfe Rodney D. Johnson
Francis E. Drake, Jr. Anthony M. Santomero
Item 2. Proposal to ratify the selection of Coopers & Lybrand
L.L.P. as the Fund's independent accountants for the fiscal year ending July
31, 1995:
/ / For / / Against / / Abstain
Every properly signed proxy will be voted in the manner
specified hereon and, in the absence of specification, will be treated as
GRANTING authority to vote FOR Proposals 1 and 2 above.
Receipt of Notice of Special Meeting and Proxy Statement is
hereby acknowledged.
<PAGE> 12
PLEASE SIGN, DATE AND RETURN PROMPTLY
Please sign exactly as name appears
hereon. When shares are held by
joint tenants, both should sign.
When signing as attorney or as
executor, administrator, trustee or
guardian, please give 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.
Dated: , 1995
-------------------------
X
-------------------------------------
Signature
X
-------------------------------------
Signature, if held jointly
-2-
