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Nuveen Tax-Free Bond Fund, Inc.
Supplement to Prospectus dated July 1, 1996
August 26, 1996
NUVEEN MASSACHUSETTS TAX-FREE VALUE FUND
NUVEEN NEW YORK TAX-FREE VALUE FUND
NUVEEN OHIO TAX-FREE VALUE FUND
The John Nuveen Company, the parent of John Nuveen & Co. Incorporated and Nuveen
Advisory Corp., respectively the distributor and investment adviser of your
Fund, has entered into an agreement pursuant to which Flagship Resources Inc.
will merge its business into Nuveen's mutual fund business. Flagship is a highly
regarded mutual fund sponsor and manager based in Dayton, Ohio that has
specialized, like Nuveen, in municipal bond funds. Flagship has 27 municipal
mutual funds and over $4 billion in assets under management. We plan to merge
Flagship's portfolio management, sales and service operations with Nuveen's
corresponding divisions. This agreement is subject to the approval of the
shareholders of the Flagship Funds.
As part of the consolidation of Flagship into Nuveen, the Board of Directors
of the Nuveen Tax-Free Bond Fund has determined that it is in the best interest
of the Nuveen New York and Ohio Tax-Free Value Funds to be reorganized and
combined with Flagship's existing New York and Ohio funds after the Flagship
funds have become part of the Nuveen Fund family. These combinations are
scheduled to become effective early next year. In these combinations, the
investment objectives of each Nuveen Fund will remain the same, and its
investment policies will be similar but modified slightly to provide the Fund's
portfolio manager with greater flexibility. Each of these combinations is
expected to result in a larger fund with lower operating expenses as a result of
increased fund administrative and operational efficiencies, among other
benefits. These combinations are subject to the approval of the shareholders of
both the affected Nuveen and Flagship Funds at a shareholder meeting scheduled
to be held November 14, 1996.
Several weeks from now you will receive a proxy statement relating to that
shareholder meeting. Shareholders of the Nuveen New York and Ohio Funds will
receive a proxy statement describing the combinations in more detail and giving
those shareholders the opportunity to vote on the transaction. Shareholders of
the Massachusetts Fund will be provided a separate proxy statement and asked to
vote on certain matters in connection with the consolidation of the two fund
families, including changing some of the Fund's investment policies to provide
the portfolio managers with greater flexibility and reorganizing your Fund into
a Massachusetts business trust along with a different set of funds, which
changes will permit your Fund to be operated in a more efficient manner and
enhance your convenience.
Finally, a change in the terms of the Class C Shares is also being proposed
for shareholder approval. For those Funds that are combining with their Flagship
counterparts, this change will be part of a single vote to approve the
combination. Currently, Class C Shares bear an annual service fee of .25% and an
annual distribution fee of .75%; and Class C Shares automatically convert six
years after purchase to Class A Shares, which bear the service fee but not the
distribution fee, thus lowering ongoing expenses. The Board has approved a
revised distribution plan for Class C Shares which, subject to shareholder
approval, would reduce the annual service fee to .20% and reduce the annual
distribution fee to .55%, while discontinuing the automatic conversion of Class
C Shares to Class A Shares. These changes would affect both currently existing
as well as newly purchased shares. Purchasers of Class C Shares should be aware
that, if this proposal receives shareholder approval, their Class C Shares would
not convert automatically after six years into Class A Shares as described in
the Prospectus dated July 1, 1996, while the annual service and distribution
fees would be reduced as described above.
