SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
/ / Preliminary proxy statement
/ X / Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule
14a-12
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
- ------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1) or
14a-6(j)(2).
/ / $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:
(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: 1
(4) Proposed maximum aggregate value of transaction:
<PAGE>
/ / 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 statement no.:
(3) Filing Party:
(4) Date Filed:
- --------------------
1 - Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
6803 South Tucson Way, Englewood, Colorado 80112
Notice Of Annual Meeting Of Shareholders
To Be Held April 16, 1998
To The Shareholders of The New York Tax-Exempt Income Fund, Inc.:
Notice is hereby given that the Annual Meeting of the Shareholders of The New
York Tax-Exempt Income Fund, Inc. (the "Fund") will be held at 6803 South Tucson
Way, Englewood, Colorado 80112, at 11:00 A.M., Denver time, on Thursday, April
16, 1998, or any adjournments thereof (the "Meeting"), for the following
purposes:
(1) To elect four Directors in Class II to hold office until the term of such
class shall expire in 2001, or until their successors are elected and
shall qualify;
(2) To ratify the selection of Deloitte & Touche LLP as the independent
certified public accountants and auditors of the Fund for the fiscal year
commencing November 1, 1997 (Proposal No. 1); and
(3) To transact such other business as may properly come before the Meeting.
Shareholders of record at the close of business on February 20, 1998, are
entitled to notice of and to vote at the Meeting. The election of Directors and
the Proposals are more fully discussed in the Proxy Statement. Please read it
carefully before telling us, through your proxy or in person, how you wish your
shares to be voted. The Board of Directors of the Fund recommends a vote to
elect each of its nominees as Director and in favor of the Proposals. WE URGE
YOU TO SIGN, DATE AND MAIL THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Directors,
Andrew J. Donohue, Secretary
February 25, 1998
Shareholders who do not expect to attend the Meeting are requested to indicate
voting instructions on the enclosed proxy and to date, sign and return it in the
accompanying postage-paid envelope. To avoid unnecessary expense and duplicate
mailings, we ask your cooperation in promptly mailing your proxy no matter how
large or small your holdings may be.
<PAGE>
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
6803 South Tucson Way, Englewood, Colorado 80112
PROXY STATEMENT
Annual Meeting Of Shareholders
To Be Held April 16, 1998
This Proxy Statement is furnished to the shareholders of The New York Tax-Exempt
Income Fund, Inc. (the "Fund") in connection with the solicitation by the Fund's
Board of Directors of proxies to be used at the Annual Meeting of Shareholders
to be held at 6803 South Tucson Way, Englewood, Colorado 80112, at 11:00 A.M.,
Denver time, on April 16, 1998, or any adjournments thereof (the "Meeting"). It
is expected that the mailing of this Proxy Statement will be made on or about
February 25, 1998. For a free copy of the annual report covering the operations
of the Fund for the fiscal year ending October 31, 1997, call Shareholder
Financial Services, Inc., the Fund's transfer agent, at 1-800-647-7374.
The enclosed proxy, if properly executed and returned, will be voted (or
counted as an abstention or withheld from voting) in accordance with the choices
specified thereon, and will be included in determining whether there is a quorum
to conduct the Meeting. The proxy will be voted in favor of the nominees for
Directors named in this Proxy Statement unless a choice is indicated to withhold
authority to vote for all listed nominees or any individual nominee. The proxy
will be voted in favor of the Proposal unless a choice is indicated to vote
against or to abstain from voting on the Proposal.
Shares owned of record by broker-dealers for the benefit of their customers
("street account shares") will be voted by the broker-dealer based on
instructions received from its customers. If no instructions are received, the
broker-dealer may (if permitted under applicable stock exchange rules), as
record holder, vote such shares for the election of Directors and on the
Proposal in the same proportion as that broker-dealer votes street account
shares for which voting instructions were timely received. Abstentions will be
counted as present for purposes of determining a quorum and will have the same
effect as a vote against the proposal.
If at the time any session of the Meeting is called to order a quorum is not
present, in person or by proxy, the persons named as proxies may vote those
proxies which have been received to adjourn the 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
-1-
<PAGE>
adjournments of the Meeting to permit further solicitation of proxies with
respect to any such 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 Meeting to be adjourned. The persons names as proxies will vote those
proxies which they are entitled to vote in favor of the proposal, in favor of
such an adjournment, and will vote those proxies required to be voted against
the proposal, against any such adjournment. A vote may be taken on one or more
of the proposals in this proxy statement prior to any such adjournment if
sufficient votes for its approval have been received and it is otherwise
appropriate. Any adjourned session or sessions may be held within 90 days after
the date set for the original Meeting without the necessity of further notice.
If a shareholder executes and returns a proxy but fails to indicate how the
votes should be cast, the proxy will be voted in favor of the election of each
of the nominees named herein for Director and in favor of the Proposal.
The proxy may be revoked at any time prior to the voting by: (1) writing to the
Secretary of the Fund at 6803 South Tucson Way, Englewood, Colorado 80112 (if
received in time to be acted upon); (2) attending the Meeting and voting in
person; or (3) signing and returning a new proxy (if returned and received in
time to be voted).
The cost of the preparation and distribution of these proxy materials is an
expense of the Fund. In addition to the solicitation of proxies by mail, proxies
may be solicited by officers or employees of the Fund's transfer agent,
Shareholder Financial Services, Inc. (a subsidiary of OppenheimerFunds, Inc.,
the Fund's investment adviser), or by officers or employees of the Fund's
investment adviser, personally, by telephone or facsimile or by other
communication; any expenses so incurred will be borne by the Fund. Proxies may
also be solicited by a proxy solicitation firm hired at the Fund's expense for
such purpose. Brokers, banks and other fiduciaries may be required to forward
soliciting material to their principals and to obtain authorization for the
execution of proxies. For those services they will be reimbursed by the Fund for
their out-of-pocket expenses.
Shares Outstanding and Entitled to Vote. As of February 20, 1998, the record
date, there were 2,513,779 Shares of the Fund issued and outstanding. All shares
of the Fund have equal voting rights as to the election of Directors and as to
the Proposal described herein, and the holders of shares are entitled to one
vote for each share (and a fractional vote for a fractional share) held of
record at the close of business on the record date. As of the record date, the
only person know by the management of the Fund to own or be the beneficial owner
of 5% or more of the outstanding shares of the
-2-
<PAGE>
Fund was Prudential Securities, Inc., One York Plaza, Floor 8, New York, New
York 10004, which owned 349,072 shares (13.88% of the shares); Advest, Inc.,90
State House Square, Suite 5, Hartford Connecticut 06103, which owned 188,098
shares (7.48% of the shares); Smith Barney, Inc., 388 Greenwich Street, 30th
Floor, New York, New York 10013-2375, which owned 161,140 shares (6.41% of the
shares); and Paine Webber Incorporated, 1000 Harbor Boulevard, 6th Floor, Union
City, New Jersey 07087-6727, which owned of record 135,084 shares (5.37% of the
shares).
ELECTION OF DIRECTORS
The Articles of Incorporation of the Fund provide that the Board of Directors
shall consist of three classes of Directors with overlapping three year terms.
One class of Directors is to be elected each year with terms extending to the
third succeeding annual meeting after such election, or until their successors
shall be duly elected and shall have qualified. At the Meeting, four Class II
Directors are to be elected for a three year term, as described below, or until
the respective successors of each shall be duly elected and shall have
qualified. The persons named as attorneys-in-fact in the enclosed proxy have
advised the Fund that unless the proxy instructs them to withhold authority to
vote for all listed nominees or any individual nominee, all validly executed
proxies will be voted by them for the election of the nominees named below as
Directors of the Fund. The proxies being solicited cannot be voted for more than
four nominees.
Three of the Class II nominees, C. Howard Kast, Robert M. Kirchner and Ned M.
Steel are presently Directors of the Fund and have been previously elected by
the Fund's shareholders. A fourth Class II nominee, George C. Bowen was
appointed by the Fund's Board of Directors in December, 1997. Each nominee has
agreed to be nominated and to serve as a Director. Class II Directors to be
elected at the Meeting shall serve as such for a three year term. The classes of
the Board and the expiration dates of their terms of office are shown below.
Each of the nominees and other Directors is also a trustee, director or managing
general partner of Oppenheimer Total Return Fund, Inc., Oppenheimer Real Asset
Fund, Oppenheimer Equity Income Fund, Oppenheimer High Yield Fund, Oppenheimer
Cash Reserves, Oppenheimer Strategic Income Fund, Centennial America Fund, L.P.,
Oppenheimer Variable Account Funds, Oppenheimer Champion Income Fund,
Oppenheimer International Bond Fund, Oppenheimer Main Street Funds, Inc.,
Oppenheimer Integrity Funds, Oppenheimer Limited-Term Government Fund,
Oppenheimer Municipal Fund, Panorama Series Fund, Inc., Centennial Money Market
Trust, Centennial Government Trust, Centennial New York Tax Exempt Trust,
Centennial California Tax Exempt Trust and Centennial Tax Exempt Trust (all of
the foregoing funds are collectively referred to as the "Denver-based
Oppenheimer
-3-
<PAGE>
funds") except for Ms. Macaskill and Mr. Fossel who are Turstee or Directors of
all the Denver-based Oppenheimer funds except they are not Trustee of Centennial
New York Tax-Exempt Trust and are not Managing General Partners of Centennial
America Fund, L.P. In addition, Mr. Bowen is not a Trustee or Director of
Oppenheimer Variable Account Funds, Panorama Series Fund, Inc., Oppenheimer
Integtiry Funds, Oppenhimer Strategic Income Fund, Centennial New York
Tax-Exempt fund and is not a Manging General Partner of Centennial America Fund,
L.P. Mssrs. Bishop, Bowen, Donohue, Farrar and Zack hold similar positions as
officers of all such funds. Ms. Macaskill is President, Mr. Swain is Chairman
and Chief Executive Officer and Mr. Bowen is Vice President, Treasurer and
Assistant Secretary of the Denver-based Oppenheimer funds.
The nominees and other Directors indicated below by an asterisk are "interested
persons" (as that term is defined in the Investment Company Act of 1940, as
amended, hereinafter referred to as the "Investment Company Act") of the Fund or
the Adviser due to the positions indicated with the Adviser or its affiliates or
a securities dealer or other positions described. The year given below indicates
when the nominees and the other Directors first became a trustee or director of
any of the Denver-based Oppenheimerfunds without a break in service. If a
nominee should be unable to accept election, the Board of Directors may, in its
discretion, select another person to fill the vacant position. As of February
20, 1998, none of the Directors and officers of the Fund beneficially owned
shares of the Fund.
Term
Name and Other Business Experience Currently
Information During the Past Five Years Expires
Class I
William A. Baker Management Consultant. 2000
first became a
Director in 1966.
Age: 83
Charles Conrad, Jr. Chairman and Chief Executive 2000
first became a Officer of Universal Space
Director in 1970. Lines, Inc.(a space services
Age: 67 management company); formerly
Vice President of McDonnell
Douglas Space Systems Co. and
associated with the National
Aeronautics and Space
Administration.
-4-
<PAGE>
Raymond J. Kalinowski Director of Wave Technologies 2000
first became a International, Inc. (a computer
Director in 1988. products training company)
Age: 68
Bridget A. Macaskill*+ President (since June 1991), 2000
first became a Chief Executive Officer (since
Director in 1995. September 1995) and a Director
Age: 49 (since December 1994) of the
Adviser; President and Director
(since June 1991)of HarbourView,
a subsidiary of the Adviser;
Chairman and a director of SSI
(since August 1994), and SFSI,
transfer agent subsidiaries of the
Adviser (since September 1995);
President (since September 1995) and a director
(since October 1990) of Oppenheimer Acquisition
Corp. ("OAC"), the Adviser's parent holding
company; President (since September 1995) and a
director(since November 1989) of Oppenheimer
Partnership Holdings, Inc., a holding company
subsidiary of the Adviser; a director of
Oppenheimer Real Asset Management, Inc. (since
July 1996); President and a director (since
October 1997) of OppenheimerFunds International
Ltd., an offshore fund manager subsidiary of the
Adviser ("OFIL") and Oppenheimer Millennium Funds
plc (since October 1997); President and a director
of other Oppenheimer funds; a director of the
NASDAQ Stock Market, Inc. and of Hillsdown
Holdings plc (a U.K. food company); formerly an
Executive Vice President of the Adviser.
- ------------------------
* A Director who is an "interested person" of the Fund or the Adviser.
+ Not a Trustee of of Centennial New York Tax-Exempt Trust nor a
Managing General Partner of Centennial America Fund, L.P.
-5-
<PAGE>
Class II
George C. Bowen*# Senior Vice President (since 1998
first became a September 1987) and Treasurer
Director in 1997. (since March 1985) of the Adviser;
Age: 61 Vice President (since June 1983) and
Treasurer (since March 1985)
of the Distributor; Vice President
(since October 1989) and Treasurer
(since April 1986) of HarbourView; Senior Vice
President (since February 1992), Treasurer (since
July 1991) and a director (since December 1991) of
Centennial; President, Treasurer and a director of
Centennial Capital Corporation (since June 1989);
Vice President and Treasurer (since August 1978)
and Secretary (since April 1981)of SSI; Vice
President, Treasurer and Secretary of SFSI (since
November 1989); Treasurer of OAC (since June
1990); Treasurer of Oppenheimer Partnership
Holdings, Inc. (since November 1989); Vice
President and Treasurer of Oppenheimer Real Asset
Management, Inc. (since July 1996); Chief
Executive Officer, Treasurer and a director of
MultiSource Services, Inc., a broker-dealer (since
December 1995); an officer of other Oppenheimer
funds.
C. Howard Kast Formerly Managing Partner 1998
first became a of Deloitte, Haskins &
Director in 1988. Sells (an accounting firm).
Age: 76
Robert M. Kirchner President of The Kirchner 1998
first became a Company (management
Director in 1963. consultants).
Age: 76
Ned M. Steel Chartered Property and 1998
first became a Casualty Underwriter; a
Director in 1963. director of Visiting Nurse
Age: 82 Corporation of Colorado.
- ------------------------
* A Director who is an "interested person" of the Fund or the Adviser.
# Not a Trustee or Director of Oppenheimer Integrity Funds,
Panorama Series Fund, Inc., Oppenheimer Strategic Income Fund,
Oppenheimer Variable Account Funds, Centennial New York Tax-Exempt
Fund nor or Managing General Partner of Centennial America Fund
-6-
<PAGE>
L.P.
Class III
Robert G. Avis* Vice Chairman of A.G. Edwards 1999
first became a & Sons, Inc.(a broker-dealer)
Director in 1993. and A.G. Edwards, Inc. (its parent
Age: 66 holding company); Chairman of
A.G.E. Asset Management and
A.G. Edwards Trust Company (its
affiliated investment adviser
and trust company, respectively).
Jon S. Fossel*# Member of the Board of 1999
first became a Governors of the Investment
Director in 1990. Company Institute (a national
Age: 56 trade association of
investment companies), Chairman
of the Investment Company
Institute Education Foundation;
formerly Chairman and a director
of the Adviser; President
and a director of Oppenheimer
Acquisition Corp. ("OAC"), the
Adviser's parent holding company
and SSI and SFSI, transfer agent
subsidiaries of the Adviser.
Sam Freedman Formerly Chairman and Chief 1999
first become a Executive Officer of
Director in 1996. OppenheimerFunds Services,
Age: 57 a division of the Adviser
which is a transfer agent,
Chairman, Chief Executive
Officer and a director of SSI
and SFSI, Vice President and
director of OAC and a
director of the Adviser.
James C. Swain* Vice Chairman of the Adviser; 1999
first became a (since September 1988); formerly
Director in 1969. President and a director of
Age: 64 Centennial Asset Management
Corporation("Centennial"), an
investment adviser subsidiary of
the Adviser, and Chairman of the
Board of SSI.
- ------------------------
* A Director who is an "interested person" of the Fund.
# Not a Trustee of Centennial New York Tax-Exempt Trust nor a Managing
General Partner of Centennial America Fund, L.P.
Functions of the Board of Directors. The primary responsibility for the
management of the Fund rests with the Board of Directors. The Directors meet
regularly to review the activities of the Fund and the Adviser, which is
responsible for the Fund's day-to-day operations. Six regular
-7-
<PAGE>
meetings of the Board were held in the fiscal year ended October 31, 1997 and
all of the Directors were present for at least 75% of those meetings. The
Directors of the Fund have appointed an Audit and Review Committee (the "Audit
Committee"), comprised of Messrs. Kast (Chairman), Freedman, and Kalinowski,
none of whom is an "interested person" (as that term is defined in the
Investment Company Act) of the Adviser or the Fund. Mr. Baker is an Ex-Officio
Member of the Audit Committee. The functions of the Audit Committee include (i)
making recommendations to the Board concerning the selection of independent
auditors for the Fund (subject to shareholder ratification); (ii) reviewing the
methods, scope and results of audits and the fees charged; (iii) reviewing the
adequacy of the Fund's internal accounting procedures and controls; and (iv)
establishing a separate line of communication between the Fund's independent
auditors and its independent Directors. The Audit Committee met 6 times during
the fiscal year ended October 31, 1997 and all members attended at least 75% of
the meetings held during this period. The Board of Directors does not have a
standing nominating or compensation committee.
Remuneration of Directors and Officers. The officers of the Fund and certain
Directors of the Fund (Ms. Macaskill, Mr. Swain and Mr. Bowen) who are
affiliated with the Adviser receive no salary or fee from the Fund. The
remaining Directors of the Fund received the compensation shown below. The
compensation from the Fund was paid during its fiscal year ended October 31,
1997. The compensation from all of the Denver-based Oppenheimerfunds includes
the Fund and is compensation received as a director, trustee, managing general
partner or member of a committee of the Board during the calendar year 1997.
Total Compensation
Aggregate from all
Compensation Denver-based
Name and Position from Fund Oppenheimer funds1
Robert G. Avis $271 $63,501
Director
William A. Baker $331 $77,502
Audit and Review
Committee Ex-Officio
Member2 and Director
Charles Conrad, Jr. $308 $72,000
Director3
Jon S. Fossel $270 $63,277
Director
Sam Freedman $284 $66,501
Audit and Review Committee
Member2 and Director
-8-
<PAGE>
Raymond J. Kalinowski $306 $71,561
Audit and Review Committee
Member2 and Director
C. Howard Kast $327 $76,503
Audit and Review Committee
Chairman2 and Director
Robert M. Kirchner $307 $72,000
Director3
Ned M. Steel $271 $63,501
Director
------------------------
1 For the 1997 calendar year. 2 Committee positions effective July 1, 1997.
3 Prior to July 1, 1997, Messrs. Conrad and Kirchner were also members of the
Audit and Review Committee.
Deferred Compensation Plan. The Board of Directors has adopted a Deferred
Compensation Plan for disinterested Directors that enable them to elect to defer
receipt of all or a portion of the annual fees they are entitled to receive from
the Fund. Under the plan, the compensation deferred by a Director is
periodically adjusted as though an equivalent amount had been invested in shares
of one or more Oppenheimer funds elected by the Director. The amount paid to the
Director under the plan will be determined based upon the performance of the
selected funds. Deferral of Director's fees under the plan will not materially
affect the Fund's assets, liabilities and net income per share. The plan will
not obligate the fund to retain the services of any Director or to pay any
particular level of compensation to any Director. Pursuant to an Order issued by
the Securities and Exchange Commission, the Fund may invest in the funds
selected by the Director under the plan without shareholder approval for the
limited purpose of determining the value of the Director's deferred fee account.
None of the Directors have elected to participate in the Deferred Compensation
Plan at this time.
Vote Required. The affirmative vote of a majority of the voting power of the
shares present and entitled to vote is required for the election of a nominee as
Director. The Board of Directors recommends a vote for the election of each
nominee.
Officers of the Fund. Each officer of the Fund is elected by the Directors to
serve an annual term. Information is given below about the Fund's executive
officers who are not Directors of the Fund, including their business experience
during the past five years. Messrs. Bishop, Donohue, Farrar and Zack serve in a
similar capacity with the other Denver-based Oppenheimerfunds.
Robert E. Patterson, Vice President and Portfolio Manager; Age: 54.
Senior Vice President of the Adviser (since 1993); an officer of other
Oppenheimer funds.
-9-
<PAGE>
AndrewJ. Donohue, Vice President and Secretary; Age: 47 Executive Vice
President (since January 1993), General Counsel (since October 1991) and a
Director (since September 1995) of the Adviser; Executive Vice President
(since September 1993) and a director (since January 1992) of the
Distributor; Executive Vice President, General Counsel and a director of
HarbourView, SSI, SFSI and Oppenheimer Partnership Holdings, Inc. (since
September 1995) and MultiSource Services, Inc. (a broker-dealer) (since
December 1995); President and a director of Centennial (since September
1995); President and a director of Oppenheimer Real Asset Management, Inc.
(since July 1996); General Counsel (since May 1996) and Secretary (since
April 1997) of OAC; Vice President of OFIL and Oppenheimer Millennium
Funds plc (since October 1997); an officer of other Oppenheimer funds.
Robert G. Zack, Assistant Secretary; Age: 49
Senior Vice President (since May 1985) and Associate General Counsel
(since May 1981) of the Adviser, Assistant Secretary of SSI (since May
1985), and SFSI (since November 1989); Assistant Secretary of Oppenheimer
Millennium Funds plc (since October 1997); an officer of other Oppenheimer
funds.
Robert J. Bishop, Assistant Treasurer; Age: 39
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting (since May 1996); an
officer of other Oppenheimer funds; formerly an Assistant Vice President
of the Adviser/Mutual Fund Accounting (April 1994-May 1996), and a Fund
Controller for the Adviser.
Scott T. Farrar, Assistant Treasurer; Age: 32
6803 South Tucson Way, Englewood, Colorado 80112
Vice President of the Adviser/Mutual Fund Accounting (since May 1996);
Assistant Treasurer of Oppenheimer Millennium Funds plc (since October
1997); an officer of other Oppenheimer funds; formerly an Assistant Vice
President of the Adviser/Mutual Fund Accounting (April 1994-May 1996), and
a Fund Controller for the Adviser.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 1)
The Investment Company Act requires that independent certified public
accountants and auditors ("auditors") be selected annually by the Board of
Directors and that such selection be ratified by the shareholders at the next-
convened annual meeting of the Fund, if one is held. The Board of Directors of
the Fund, including a majority of the Directors who are not "interested persons"
(as defined in the Investment Company Act) of the Fund or the Adviser, at a
meeting held October 21, 1997, selected Deloitte & Touche LLP ("Deloitte") as
auditors of the Fund for the fiscal year beginning November 1, 1997. Deloitte
also serves as auditors for the Adviser and certain other funds for which the
Adviser acts as investment adviser. At the Meeting, a resolution will be
presented for the shareholders' vote to ratify the selection of Deloitte as
auditors. Representatives of Deloitte are not expected to be present at the
Meeting but they will have the opportunity to make a statement
-10-
<PAGE>
if they desire to do so and they will be available should any matter arise
requiring their presence. The Board of Directors recommends approval of the
selection of Deloitte as auditors of the Fund.
Additional Information
The Adviser and the Transfer Agent.
Subject to the authority of the Board of Directors, the Adviser is responsible
for the day-to-day management of the Fund's business, pursuant to its investment
Advisery agreement with the Fund. Shareholder Financial Services, Inc. ("SFSI"),
a subsidiary of the Adviser, acts as primary transfer agent, shareholder
servicing agent and dividend paying agent for the Fund. Fees paid to SFSI are
based on the number of shareholder accounts and the number of shareholder
transactions, plus out-of-pocket costs and expenses. The Fund incurred
approximately $24,231 in expenses for the fiscal year ended October 31, 1997 for
services provided by SFSI. United Missouri Trust Company of New York acts as
co-transfer agent and co-registrar with SFSI and provides such additional
services as SFSI may request. The Adviser (including subsidiaries) currently
manages investment companies, including other Oppenheimer funds, with assets of
more than $75 billion as of December 31, 1997, and with more than 3.5 million
shareholder accounts. The Adviser is a wholly-owned subsidiary of Oppenheimer
Acquisition Corp. ("OAC"), a holding company controlled by Massachusetts Mutual
Life Insurance Company ("MassMutual"). The Adviser and OAC are located at Two
World Trade Center, New York, New York 10048. MassMutual is located at 1295
State Street, Springfield, Massachusetts 01111. OAC acquired the Adviser on
October 22, 1990. As indicated below, the common stock of OAC is owned by (i)
certain officers and/or directors of the Adviser, (ii) MassMutual and (iii)
another investor. No institution or person holds 5% or more of OAC's outstanding
common stock except MassMutual. MassMutual has engaged in the life insurance
business since 1851.
The common stock of OAC is divided into three classes. At December 31, 1997,
MassMutual held (i) all of the 2,160,000 shares of Class A voting stock, (ii)
827,181 shares of Class B voting stock, and (iii) 1,441,473 shares of Class C
non-voting stock. This collectively represented 88.6% of the outstanding common
stock and 95.3% of the voting power of OAC as of that date. Certain officers
and/or directors of the Adviser held (i) 405,090 shares of the Class B voting
stock, representing 8.1% of the outstanding common stock and 3.0% of the voting
power, and (ii) options acquired without cash payment which, when they become
exercisable, allow the holders to purchase up to 607,342 shares of Class C
non-voting stock. That group includes persons who serve as officers of the Fund
and Ms. Macaskill and Messrs. James C. Swain and George C. Bowen, who serve as
Directors of the Fund. Holders of OAC Class B and Class C common stock may put
(sell) their shares and vested options to OAC or MassMutual at a formula price
(based on earnings of the Adviser). MassMutual may exercise call (purchase)
options on all outstanding shares of both such classes of common stock and
vested options at the same formula price. From the period November 1, 1996 to
December 31, 1997, the only transactions by persons who serve as Directors of
the Fund were by Ms. Macaskill, who surrendered to OAC 20,000 stock appreciation
rights issued in tandem with the Class C OAC options, for cash payments
aggregating $1,421,800, Mr. Fossel, who sold 117,838 shares of Class B OAC
common stock to MassMutual for an aggregate of $15,981,990 and Mr. Freedman, who
surrendered to OAC 45,474 stock appreciation rights issued in tandem with the
Class C OAC options, for a cash payment of $4,808,076. Messrs. Fossel and
Freedman no longer hold any OAC stock or options.
-11-
<PAGE>
The names and principal occupations of the executive officers and directors of
the Adviser are as follows: Bridget A. Macaskill, President, Chief Executive
Officer and a director; Donald W. Spiro, Chairman Emeritus and a director;
James C. Swain, Vice Chairman; Jeremy Griffiths, Executive Vice President and
Chief Financial Officer; Robert C. Doll, Executive Vice President and a
director; Andrew J. Donohue, Executive Vice President, General Counsel and a
director; O. Leonard Darling, Paula Gabriele, Barbara Hennigar, James Ruff,
Loretta McCarthy and Nancy Sperte, Executive Vice Presidents; George C. Bowen,
Senior Vice President and Treasurer; Peter M. Antos, Victor Babin, Robert A.
Densen, Craig Dinsell, Ronald H. Fielding, Thomas W. Keffer, Robert E.
Patterson, Russell Read, Richard Rubinstein, Arthur Steinmetz, Ralph
Stellmacher, John Stoma, Jerry A. Webman, William L. Wilby and Robert G. Zack,
Senior Vice Presidents. These officers are located at one of the four offices
of the Adviser: Two World Trade Center, New York, NY 10048-0203; 6803 South
Tucson Way, Englewood, CO 80112; 350 Linden Oaks, Rochester, NY 14625-2807 and
One Financial Plaza, 755 Main Street, Hartford, CT 06103.
RECEIPT OF SHAREHOLDER PROPOSALS
Any shareholder who wishes to present a proposal for action at the next annual
meeting of shareholders and who wishes to have it set forth in a proxy statement
and identified in the form of proxy prepared by the Fund must notify the Fund in
such a manner so that such notice is received by the Fund by December 1, 1998
and in such form as is required under, and otherwise meets the requirements of,
the rules and regulations promulgated by the Securities and Exchange Commission.
OTHER BUSINESS
Management of the Fund knows of no business other than the matters specified
above that will be presented at the Meeting. Since matters not known at the time
of the solicitation may come before the Meeting, the proxy as solicited confers
discretionary authority with respect to such matters as may properly come before
the Meeting, including any adjournment or adjournments thereof, and it is the
intention of the persons named as attorneys-in-fact in the proxy to vote the
proxy in accordance with their judgment on such matters.
By Order of the Board of Directors,
Andrew J. Donohue, Secretary
February 25,1998
875PROX.98
-12-
<PAGE>
THE NEW YORK TAX-EXEMPT INCOME FUND, INC.
PROXY FOR ANNUAL SHAREHOLDERS MEETING TO BE HELD April 16, 1998
Your shareholder vote is important!
Your prompt response can save your Fund the expense of another mailing.
Please mark your proxy on the reverse side, date and sign it, and return it
promptly in the accompanying envelope, which requires no postage if mailed in
the United States.
Please detach at perforation before mailing.
- ---------------------------------------------------------------------------
The New York Tax-Exempt Income Fund, Inc.
Proxy for Annual Shareholders Meeting to be held April 16, 1998.
The undersigned shareholder of The New York Tax-Exempt Income Fund, Inc. (the
"Fund") does hereby appoint Rendle Myer, Robert Bishop, Scott Farrar, and each
of them, as attorneys-in-fact and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Shareholders of the Fund to be
held April 16, 1998, at 6803 South Tucson Way, Englewood, Colorado, 80112 at
11:00 A.M., Denver time, and at all adjournments thereof, and to vote the shares
held in the name of the undersigned on the record date for said meeting for the
election of Directors and on the Proposal specified on the reverse side. Said
attorneys-in-fact shall vote in accordance with their best judgment as to any
other matter.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS, WHICH RECOMMENDS A VOTE FOR
THE ELECTION OF ALL NOMINEES FOR DIRECTOR AND FOR THE PROPOSAL ON THE REVERSE
SIDE. THE SHARES REPRESENTED HEREBY WILL BE VOTED AS INDICATED ON THE REVERSE
SIDE OR FOR IF NO CHOICE IS INDICATED.
OVER
875
-13-
<PAGE>
The New York Tax-Exempt Income Fund, Inc./ Proxy for Annual Shareholders
Meeting to be held April 16, 1998
Your shareholder vote is important!
Your prompt response can save your Fund money.
Please vote, sign and mail your proxy ballot (this card) in the enclosed
postage-paid envelope today, no matter how many shares you own. A majority of
the Fund's shares must be represented in person or by proxy. Please vote your
proxy so your Fund can avoid the expense of another mailing.
Please detach at perforation before mailing.
- ---------------------------------------------------------------------------
1. Election of Directors
A) George C. Bowen
B) C. Howard Kast
C) Robert M. Kirchner
D) Ned M. Steel
____ FOR all nominees listed ____ WITHHOLD AUTHORITY
except as marked to the contrary. to vote for all nominees listed
Instruction: To withhold authority at left.
to vote for any individual nominee,
line out that nominee's name at left.
2. Ratification of selection of Deloitte & Touche LLP as independent auditors
(Proposal No. 1)
FOR____ AGAINST____ ABSTAIN____
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR HEREON. When signing as
custodian, attorney, executor, administrator, trustee, etc., please give your
full title as such. All joint owners should sign this proxy. If the account is
registered in the name of a corporation, partnership or other entity, a duly
authorized individual must sign on behalf of such entity and give his or her
title.
Please read both sides of this ballot.
-14-
