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:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to [section] 240.14a-11(c) or
[section] 240.14a-12
PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC.
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(Name of Registrant as Specified in its Charter)
NANCY J. ENGBERG, ESQ.
c/o Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115-0480
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check appropriate box):
[X] No fee required.
[ ] 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:
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:
2) Form, Schedule or Registration No.:
3) Filing Party:
4) Date Filed:
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PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
AUGUST 11, 1999
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To the Shareholders:
A Special Meeting of Shareholders of Phoenix California Tax Exempt Bonds,
Inc. (the "Fund") will be held in the offices of the Fund, 101 Munson Street,
Greenfield, Massachusetts 01301, on Wednesday, August 11, 1999 at 10:00 a.m. for
the following purposes:
(1) To consider approval of an amendment to the Fund's Articles of
Incorporation to change the name of the Fund to "Phoenix-Goodwin
California Tax Exempt Bonds, Inc."; and
(2) To consider and act upon such other matters as may properly come before
the meeting or any adjournment thereof.
The Board of Directors has fixed June 14, 1999 as the record date for the
determination of shareholders entitled to notice of and to vote at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING IN PERSON, PLEASE VOTE YOUR
SHARES BY COMPLETING, DATING AND SIGNING THE ENCLOSED PROXY AND RETURNING IT
PROMPTLY IN THE POSTAGE-PAID RETURN ENVELOPE ENCLOSED FOR YOUR USE. PROMPT
RETURN OF PROXIES BY SHAREHOLDERS WILL SAVE THE FUND AND SHAREHOLDERS THE COSTS
ASSOCIATED WITH FURTHER SOLICITATION.
By Order of the Board of Directors,
G. JEFFREY BOHNE,
Clerk
Greenfield, Massachusetts
July 7, 1999
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PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
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PROXY STATEMENT
A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD AUGUST 11, 1999
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The enclosed proxy is solicited by the Board of Directors of Phoenix
California Tax Exempt Bonds, Inc. (the "Fund") for use at the Special Meeting of
Shareholders to be held on Wednesday, August 11, 1999, and at any adjournment
thereof. Shareholders of record at the close of business on June 14, 1999
("Shareholders") are entitled to notice of and to vote at the meeting or any
adjourned session. On that date, there were issued and outstanding __________
shares, par value $0.01 per share, of the Fund (the "Shares"). Each Shareholder
will be entitled to one vote for each full Share (and a fractional vote
corresponding to any fractional Share) registered in his or her name on the
Fund's books on the record date.
All Shares will be voted in accordance with the specifications on duly
executed proxies for such Shares. If a duly executed proxy does not specify a
choice between approval or disapproval of, or abstention with respect to, any
proposal, the Shares represented by the proxy will be voted in favor of the
proposal. Any Shareholder executing a proxy has the power to revoke it at any
time before it is exercised by executing and submitting to the Fund a
later-dated proxy or written notice of revocation or by attending the meeting
and voting in person.
In addition to the solicitation of proxies by mail, officers and employees
of Phoenix Investment Partners, Ltd. or its affiliates, may solicit proxies
personally or by telephone or telegram. Banks, brokers, fiduciaries and nominees
will, upon request, be reimbursed by the Fund for their reasonable expenses in
sending proxy material to beneficial owners of Fund shares. The cost of
solicitation of proxies, including the costs associated with the services of an
outside proxy solicitor, if used, will be borne by the Fund's distributor,
Phoenix Equity Planning Corporation.
In the event that sufficient votes in favor of the item set forth in
the attached Notice of the meeting are not received by the time scheduled for
the meeting, the persons named as proxies may propose one or more adjournments
of the meeting for a period or periods of not more than sixty
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days in the aggregate to permit further solicitation of proxies with respect to
such proposal. Any such adjournment will require the affirmative vote of a
majority of the votes cast on the question in person or by proxy at the session
of the meeting to be adjourned. The persons named as proxies will vote in favor
of such adjournment those proxies which they are entitled to vote in favor of
the proposal. They will vote against such adjournment those proxies required to
be voted against the proposal.
Abstentions and broker non-votes (i.e., proxies sent in by brokers and other
nominees that cannot be voted on a proposal because instructions have not been
received from the beneficial owners) will be counted for purposes of determining
whether or not a quorum is present for purposes of the meeting. Abstentions and
broker non-votes will, however, be considered to be votes against the proposal.
As used in this Proxy Statement, the term "interested person" has the
meaning provided therefore in the Investment Company Act of 1940 (the "1940
Act").
This Proxy Statement and the enclosed form of proxy are first being mailed
to Shareholders on or about July 7, 1999. A COPY OF THE FUND'S MOST RECENT
ANNUAL REPORT WILL BE FURNISHED, WITHOUT CHARGE, TO ANY SHAREHOLDERS UPON
REQUEST TO PHOENIX EQUITY PLANNING CORPORATION, 100 Bright Meadow Boulevard,
P.O. Box 2200, Enfield, CT 06083-2200 or call, toll free, at (800) 243-4361.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of June ___, 1999 with respect
to each person who owns of record or is known by the Fund to own of record or
beneficially own 5% or more of the Fund's equity securities.
NAME OF SHAREHOLDER CLASS NUMBER OF SHARES PERCENT OF CLASS
- ------------------- ----- ---------------- ----------------
On June ___, 1999, nominees for Director and officers of the Fund as a group
owned beneficially less than one percent of the Fund's outstanding shares.
2
<PAGE>
PROPOSALS
PROPOSAL NO. 1
APPROVAL TO CHANGE THE NAME OF THE FUND TO
PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BONDS, INC.
On November 19, 1998, the Board of Directors of the Fund approved an
amendment of the Fund's Articles of Incorporation to change the name of the Fund
to "Phoenix-Goodwin California Tax Exempt Bonds, Inc." The proposed amendment is
set forth in Exhibit A to this Proxy Statement.
Phoenix Investment Counsel, Inc., the Fund's investment adviser, is one of
several investment management groups affiliated with Phoenix Investment
Partners, Ltd. To effectively differentiate each of Phoenix Investment Partners'
products and make appropriate product selection easier for investors and their
advisors, the company has begun to apply each fund's distinctive management
group's name to the names of their respective funds.
The investment professionals at Goodwin, a division of Phoenix Investment
Counsel, Inc., manage your fund, Phoenix California Tax Exempt Bonds, Inc.
Following the company's strategy, the Fund's board has approved the addition of
the name "Goodwin" to your fund's current name. IF APPROVED BY SHAREHOLDER VOTE,
THE NEW NAME OF YOUR FUND WILL BE "PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BONDS,
INC." No other changes are being made to the Fund.
VOTING REQUIREMENTS
The Fund is organized as a Maryland corporation and, pursuant to its
Articles of Incorporation, approval of the proposed amendment requires the
affirmative vote of the holders of a majority of the outstanding shares of the
Fund.
RECOMMENDATION
THE TRUSTEES RECOMMEND A VOTE "FOR" THE APPROVAL TO
CHANGE THE NAME OF THE FUND TO
"PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BONDS, INC."
INVESTMENT ADVISER, UNDERWRITER AND FINANCIAL AGENT
Phoenix Investment Counsel, Inc., 56 Prospect Street, Hartford, CT
06115-0480, is the Fund's investment adviser.
Phoenix Equity Planning Corporation, 100 Bright Meadow Boulevard, P.O. Box
2200, Enfield, CT 06083-2200, serves as the Fund's underwriter and as the Fund's
financial agent.
3
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ADDITIONAL INFORMATION
OTHER MATTERS
As of the date of this Proxy Statement, the Fund's management knows of no
other matters to be brought before the meeting. However, if any other matters
properly come before the meeting, the persons named in the enclosed proxy will
vote in accordance with their judgment on such matters.
SHAREHOLDER PROPOSALS
The Fund is not required and does not intend to hold annual meetings of
shareholders. The next meeting of shareholders will be held at such time as may
be determined by the Trustees or legally required. Any shareholder desiring to
present a proposal for consideration at the next meeting of shareholders must
submit the proposal in writing so that it is received by the Fund within a
reasonable time before the solicitation for such meeting is made and must
satisfy all other legal requirements.
By Order of the Board of Directors,
G. JEFFREY BOHNE,
Clerk
Greenfield, Massachusetts
July 7, 1999
4
<PAGE>
EXHIBIT A
PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC.
ARTICLES OF AMENDMENT
PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC., a Maryland corporation having its
principal Maryland office in the City of Baltimore in the State of Maryland
(hereinafter referred to as the "Corporation"), hereby certifies to the State
Department of Assessments and Taxation of Maryland, that:
FIRST: Article SECOND of the Articles of Incorporation of the Corporation is
hereby amended so that said Article, as so amended, shall read in full as
follows:
"SECOND: The name of the corporation (hereinafter called the "Corporation")
is PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BONDS, INC."
SECOND: The amendment to the Articles of Incorporation of the Corporation as
hereinabove set forth has been duly approved by the Board of Directors and
approved by the stockholders of the Corporation in the manner and by the vote
required by law.
IN WITNESS WHEREOF, PHOENIX CALIFORNIA TAX EXEMPT BONDS, INC. has caused
these Articles of Amendment to be executed in its name and on its behalf by its
duly authorized officers who acknowledge that these Articles of Amendment are
the act of the Corporation, that to the best of their knowledge, information and
belief, the matters and facts set forth herein as to authorization and approval
are true in all material respects and that this statement is made under the
penalties of perjury.
DATED this ___ day of August, 1999.
PHOENIX CALIFORNIA TAX EXEMPT
BONDS, INC.
(renamed PHOENIX-GOODWIN
CALIFORNIA TAX EXEMPT BONDS, INC.)
By:___________________________
Phillip R. McLoughlin
President
ATTEST:
By:___________________________
Pamela Sinofsky
Assistant Secretary
<PAGE>
PHOENIX-GOODWIN CALIFORNIA TAX EXEMPT BONDS, INC.
101 MUNSON STREET
GREENFIELD, MASSACHUSETTS 01301
PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS
AUGUST 11, 1999
PROXY
The undersigned shareholder of Phoenix California Tax Exempt Bonds, Inc.
(the "Fund"), revoking any and all previous proxies heretofore given for shares
of the Fund held by the undersigned, hereby constitutes and appoints Philip R.
McLoughlin and Nancy J. Engberg and each of them, proxies and attorneys of the
undersigned, with power of substitution to each, for and in the name of the
undersigned to vote and act upon all matters (unless and except as expressly
limited below) at the Special Meeting of Shareholders of the Fund to be held on
August 11, 1999 at the offices of the Fund, 101 Munson Street, Greenfield,
Massachusetts, and at any and all adjournments thereof, with respect to all
shares of the Fund for which the undersigned is entitled to provide instructions
or with respect to which the undersigned would be entitled to provide
instructions or act with all the powers the undersigned would possess if
personally present and to vote with respect to specific matters as set forth
below. Any proxies heretofore given by the undersigned with respect to said
meeting are hereby revised.
To avoid the expense of adjourning the Meeting to a subsequent date, please
return this proxy in the enclosed self-addressed, postage-paid envelope.
This proxy, if properly executed, will be voted in the manner as directed
herein by the undersigned shareholder. Unless otherwise specified in the squares
provided, the undersigned's vote will be cast "FOR" the Proposal. If no
direction is made for the Proposal, this proxy will be voted "FOR" any and all
such Proposals.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF THE FUND WHICH RECOMMENDS A VOTE
"FOR" THE PROPOSAL
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ACCOUNT NUMBER:
SHARES:
CONTROL NO:
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: [X]
KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY
WHEN SIGNED AND DATED.
VOTE ON PROPOSAL
1. APPROVAL OF THE ARTICLES
OF INCORPORATION
AMENDMENT For Against
[ ] [ ]
2. TO TRANSACT SUCH OTHER BUSINESS AS PROPERLY MAY COME BEFORE THE MEETING OR
ANY ADJOURNMENT THEREOF.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME APPEARS HEREON. IF SHARES ARE REGISTERED
IN MORE THAN ONE NAME, ALL REGISTERED SHAREHOLDERS SHOULD SIGN THIS PROXY; BUT
IF ONE SHAREHOLDER SIGNS, THIS SIGNATURE BINDS THE OTHER SHAREHOLDER. WHEN
SIGNING AS AN ATTORNEY, EXECUTOR, ADMINISTRATOR, AGENT, TRUSTEE, GUARDIAN, OR
CUSTODIAN FOR A MINOR, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY AN AUTHORIZED PERSON. IF A PARTNERSHIP, PLEASE
SIGN IN PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
THIS PROXY MAY BE REVOKED BY THE SHAREHOLDER(S) AT ANY TIME PRIOR TO THE SPECIAL
MEETING OF SHAREHOLDERS.
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Signature (PLEASE SIGN WITHIN BOX) Date Signature (Joint Owners) Date
