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 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
FEDERATED INTERNATIONAL SERIES, 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)(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 proxy 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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2
FEDERATED INTERNATIONAL SERIES, INC.
FEDERATED INTERNATIONAL INCOME FUND
PROXY STATEMENT - PLEASE VOTE!
TIME IS OF THE ESSENCE...VOTING ONLY TAKES A FEW MINUTES AND YOUR
PARTICIPATION IS IMPORTANT! ACT NOW TO HELP THE FUND AVOID ADDITIONAL EXPENSE.
Federated International Series, Inc. will hold a special meeting of
shareholders of Federated International Income Fund on September 18, 2000. It is
important for you to vote on the issue described in this Proxy Statement. We
recommend that you read the Proxy Statement in its entirety; the explanations
will help you to decide on the issue.
Following is an introduction to the proposal and the process.
WHY AM I BEING ASKED TO VOTE?
Mutual funds are required to obtain shareholders' votes for certain types
of changes, like those included in this Proxy Statement. You have a right to
vote on these changes.
WHAT IS THE ISSUE I AM BEING ASKED TO VOTE ON?
The proposal is to change the Fund's fundamental investment objective from
seeking a high level of current income in U.S. dollars consistent with prudent
investment risk, and secondarily, capital appreciation, to obtaining a total
return on its assets.
HOW DO I VOTE MY SHARES?
You may vote in person at the special meeting of shareholders or complete
and return the enclosed Proxy Card. IF YOU SIGN AND RETURN THE PROXY CARD
WITHOUT INDICATING A PREFERENCE, YOUR VOTE WILL BE CAST "FOR" THE PROPOSAL.
You may also vote by telephone at 1-800-690-6903, or through the Internet
at WWW.PROXYVOTE.COM. If you choose to help save the Fund time and postage costs
by voting through the Internet or by telephone, please don't return your Proxy
Card. If you do not respond at all, we may contact you by telephone to request
that you cast your vote.
WHO DO I CALL IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT? Call your
Investment Professional or a Federated Client Service Representative.
Federated's toll-free number is 1-800-341-7400.
After careful consideration, the Board of Directors has unanimously approved
this proposal. The Board recommends that you read the enclosed materials
carefully and vote FOR the proposal.
FEDERATED INTERNATIONAL SERIES, INC.
FEDERATED INTERNATIONAL INCOME FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 18, 2000
A Special Meeting of the shareholders of Federated International Income Fund
(the "Fund"), a portfolio of Federated International Series, Inc. (the
"Company"), will be held at 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000, at 2:00 p.m. (Eastern time), on September 18, 2000, for the
following purposes:
1. To approve changing the Fund's fundamental investment
objective from seeking a high level of current income in U.S.
dollars consistent with prudent investment risk, and secondarily,
capital appreciation, to obtaining a total return on its assets.
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed July 6, 2000, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Board of Directors,
John W. McGonigle
Secretary
July 6, 2000
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YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY SIGNING AND RETURNING THE ENCLOSED PROXY.
IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE MARK, SIGN, DATE AND RETURN THE
ENCLOSED PROXY SO THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE SPECIAL
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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PROXY STATEMENT
FEDERATED INTERNATIONAL SERIES, INC.
FEDERATED INTERNATIONAL INCOME FUND
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
ABOUT THE PROXY SOLICITATION AND THE MEETING
The enclosed proxy is solicited on behalf of the Board of Directors of the
Fund (the "Board" or "Directors"). The proxies will be voted at the special
meeting of shareholders of the Fund to be held on September 18, 2000, at 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (such special
meeting and any adjournment or postponement thereof are referred to as the
"Special Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Fund. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Fund
or, if necessary, a communications firm retained for this purpose. Such
solicitations may be by telephone, telegraph, through the Internet or otherwise.
Any telephonic solicitations will follow procedures designed to ensure accuracy
and prevent fraud, including requiring identifying shareholder information,
recording the shareholder's instructions, and confirming to the shareholder
after the fact. Shareholders who communicate proxies by telephone or by other
electronic means have the same power and authority to issue, revoke, or
otherwise change their voting instruction as shareholders submitting proxies in
written form. The Fund may reimburse custodians, nominees, and fiduciaries for
the reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of shares held of record by such persons.
The purpose of the Special Meeting is set forth in the accompanying
Notice. The Directors know of no business other than that mentioned in the
Notice that will be presented for consideration at the Special Meeting. Should
other business properly be brought before the Special Meeting, proxies will be
voted in accordance with the best judgment of the persons named as proxies. This
proxy statement and the enclosed proxy card are expected to be mailed on or
about July 18, 2000, to shareholders of record at the close of business on July
6, 2000, (the "Record Date"). On the Record Date, the Fund had approximately
9,718,485 outstanding shares of capital stock.
The Fund's annual report, which includes audited financial statements for
the fiscal year ended November 30, 1999, was previously mailed to shareholders.
The Fund's semi-annual report, which contains unaudited financial statements for
the period ended May 31, 1999, was also previously mailed to shareholders. The
Company will promptly provide, without charge and upon request, to each person
to whom this Proxy Statement is delivered, a copy of a Fund's annual report
and/or semi-annual report. Requests for the annual report or semi-annual report
for a Fund may be made by writing to the Company's principal executive offices
or by calling the Company. The Company's principal executive offices are located
at Federated Investors Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania
15237-7000. The Company's toll-free telephone number is 1-800-341-7400.
PROPOSAL: APPROVAL OR DISAPPROVAL OF CHANGING THE FUND'S FUNDAMENTAL
INVESTMENT OBJECTIVE FROM SEEKING A HIGH LEVEL OF CURRENT INCOME IN U.S. DOLLARS
CONSISTENT WITH PRUDENT INVESTMENT RISK, AND SECONDARILY, CAPITAL APPRECIATION,
TO OBTAINING A TOTAL RETURN ON ITS ASSETS
The Fund's investment objective is to seek a high level of current income
in U.S. dollars consistent with prudent investment risk, and secondarily,
capital appreciation. This investment objective cannot be changed without
shareholder approval.
At its meeting on May 17, 2000, the Directors unanimously approved changing
the Fund's investment objective. The Directors have determined that it would be
in the best interest of the Fund and the shareholders to change the investment
objective to read as follows:
"The investment objective of the Fund is to obtain a total return on its
assets."
This change is being submitted for shareholder approval at this Special
Meeting.
Changing the Fund's investment objective will provide the Fund's investment
adviser with greater flexibility in managing the Fund's portfolio by removing
the restriction that the adviser primarily pursue a high level of current
income. The change will enable the adviser to emphasize income or capital
appreciation in pursuing the Fund's investment strategy as it believes may be
most advantageous in light of market conditions. As with any mutual fund, there
is no guarantee that the investment objective will be achieved.
The Fund's investment return has two components: income and changes in the
price of its portfolio securities (capital appreciation). The Directors believe
that requiring the adviser to prioritize income over capital appreciation may,
in some market conditions, result in the Fund sacrificing total return. Changing
the investment objective will enable the investment adviser to focus on
searching for fixed income securities with sound economic fundamentals that have
the best potential for either income or capital appreciation, depending on
market conditions. While a particular security's income yield may continue to be
a factor in the adviser's investment process, the adviser will not be required
to prioritize income over capital appreciation. In this way, the adviser will be
better able to seek the greatest total return on the Fund's assets.
If the change in the Fund's investment objective is approved, the Directors
have voted to change the Fund's name to "Federated International Bond Fund."
Approval requires the affirmative vote of the lesser of: (a) 67% or more of
the Shares of the Fund present at the Special Meeting, if the holders of more
than 50% of the outstanding Shares of the Fund are present or represented by
proxy; or (b) more than 50% of the outstanding Shares of the Fund.
THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY RECOMMENDS APPROVAL OF
CHANGING THE FUND'S FUNDAMENTAL INVESTMENT OBJECTIVE FROM SEEKING A HIGH LEVEL
OF CURRENT INCOME IN U.S. DOLLARS CONSISTENT WITH PRUDENT INVESTMENT RISK, AND
SECONDARILY, CAPITAL APPRECIATION, TO OBTAINING A TOTAL RETURN ON ITS ASSETS
INFORMATION ABOUT THE FUND
PROXIES, QUORUM AND VOTING AT THE SPECIAL MEETING
Only shareholders of record on the Record Date will be entitled to vote at
the Special Meeting. Each share of the Fund is entitled to one vote. Fractional
shares are entitled to proportionate shares of one vote.
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 Fund. In addition, although mere attendance
at the Special Meeting will not revoke a proxy, a shareholder present at the
Special Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Special Meeting will be
voted in accordance with the instructions contained in the proxies. IF NO
INSTRUCTION IS GIVEN ON THE PROXY, THE PERSONS NAMED AS PROXIES WILL VOTE THE
SHARES REPRESENTED THEREBY IN FAVOR OF THE MATTER SET FORTH IN THE ATTACHED
NOTICE.
In order to hold the Special Meeting, a "quorum" of shareholders must be
present. Holders of one-third of the total number of outstanding shares of the
Fund, present in person or by proxy, shall be required to constitute a quorum
for the purpose of voting on the proposal.
For purposes of determining a quorum for transacting business at the
Special Meeting, abstentions and broker "non-votes" (that is, 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 shares that are PRESENT but which have
not been VOTED. For this reason, abstentions and broker non-votes will have the
effect of a "no" vote for purposes of obtaining the requisite approval of the
proposal.
If a quorum is not present, the persons named as proxies may vote those
proxies that 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 the
proposal have not been received, the persons named as proxies may propose one or
more adjournments of the Special Meeting to permit further solicitations of
proxies with respect to the proposal. All such adjournments will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Special Meeting to be adjourned. The persons named as proxies
will vote AGAINST an adjournment those proxies that they are required to vote
against the proposal, and will vote in FAVOR of such an adjournment all other
proxies that they are authorized to vote. A shareholder vote may be taken on the
proposal in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval.
SHARE OWNERSHIP OF THE FUND
Officers and Directors of the Fund own less than 1% of the Fund's
outstanding shares.
At the close of business on the Record Date, the following shareholders
owned, to the knowledge of management, more than 5% of the outstanding Class A
Shares of the Fund: Wabank & Co., Waukesha, WI, owned approximately 528,150
Shares (6.30%); LaCross & Co., Lacrosse, WI, owned approximately 2,227,688
Shares (26.61%); ISTCO, Belleville, IL, owned approximately 480,338 Shares
(5.74%); and CIBC World Markets Corp., New York, NY, owned approximately
1,413,043 Shares (16.88%). Outstanding Class C Shares of the Fund are as
follows: Edward Jones & Co., Maryland Hts., MO, owned approximately 32,051
Shares (8.11%); and MLPF&S, Jacksonville, FL, owned approximately 77,103 Shares
(19.51%).
OTHER MATTERS AND DISCRETION OF ATTORNEYS NAMED IN THE PROXY
The Fund is not required, and does not intend, to hold regular annual
meetings of shareholders. Shareholders wishing to submit proposals for
consideration for inclusion in a proxy statement for the next meeting of
shareholders should send their written proposals to Federated International
Series, Inc., Federated Investors Funds, 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7000, so that they are received within a reasonable time
before any such meeting.
No business other than the matters described above is expected to come
before the Special Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Special Meeting, the persons named on the enclosed proxy card will vote
on such matters according to their best judgment in the interests of the Fund.
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SHAREHOLDERS ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED PROXY
CARD AND RETURN IT IN THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN
THE UNITED STATES.
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By Order of the Board of Directors,
John W. McGonigle
Secretary
July 6, 2000
FEDERATED INTERNATIONAL SERIES, INC.
FEDERATED INTERNATIONAL INCOME FUND
INVESTMENT ADVISER
FEDERATED GLOBAL INVESTMENT MANAGEMENT CORP.
175 Water Street
New York, NY 10038-4965
DISTRIBUTOR
FEDERATED SECURITIES CORP.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
ADMINISTRATOR
FEDERATED SERVICES COMPANY
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Federated International Income Fund (the "Fund"), a portfolio of Federated
International Series, Inc. (the "Company"), hereby appoint Lance P. Carr,
Maureen Ferguson, Alecia A. Allison, Michael D. McLean and William F. Haas or
any one of them, true and lawful attorneys, with the power of substitution of
each, to vote all shares of the Fund which the undersigned is entitled to vote
at the Special Meeting of Shareholders (the "Special Meeting") to be held on
September 18, 2000, at 5800 Corporate Drive, Pittsburgh, Pennsylvania, at 2:00
p.m., and at any adjournment thereof. The attorneys named will vote the
shares represented by this proxy in accordance with the choices made on this
ballot. If no choice is indicated as to the item, this proxy will be voted
affirmatively on the matter. Discretionary authority is hereby conferred as to
all other matters as may properly come before the Special Meeting or any
adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF FEDERATED
INTERNATIONAL SERIES, INC. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN
THE MANNER DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED "FOR" THE PROPOSAL.
TO APPROVE OR DISAPPROVE CHANGING THE FUND'S
FUNDAMENTAL INVESTMENT OBJECTIVE FROM SEEKING A HIGH LEVEL
OF CURRENT INCOME IN U.S. DOLLARS CONSISTENT WITH PRUDENT
INVESTMENT RISK, AND SECONDARILY, CAPITAL APPRECIATION, TO
OBTAINING A TOTAL RETURN ON ITS ASSETS.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT Please
complete, sign and return this
card as soon as possible.
Dated
Signature
Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the
Company. Joint owners should each sign personally. Directors and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
YOU MAY ALSO VOTE YOUR SHARES BY TOUCHTONE PHONE BY CALLING
1-800-690-6903, OR THROUGH THE INTERNET AT
WWW.PROXYVOTE.COM.
