<PAGE>
As filed with the Securities and Exchange Commission on January 26, 1996
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-05908
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[x] Filed by the Registrant
[ ] 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
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
John Hancock Patriot Premium Dividend Fund II
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(Name of Registrant as Specified in Its Charter)
- -------------------------------------------------------------------------------
(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), 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:
- -------------------------------------------------------------------------------
(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 Statement No.:
- -------------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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<PAGE>
JOHN HANCOCK FUNDS
A Global Investment Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
January 26, 1996
Dear Fellow Shareholder:
Joint annual meetings of shareholders of each Fund will be held on March 7,
1996.
Two proposals are proposed for action by shareholders of each Fund, with the
shareholders of each Fund voting separately. Both of the proposals, as set forth
in the enclosed proxy statement, are routine items. A routine item is one which
occurs annually and makes no fundamental or material changes to a Fund's
investment objectives, policies or restrictions, or to the investment management
contracts.
For each Fund, proposal number one concerns the election of five Trustees to
serve until their respective successors are elected and qualified. Each nominee
for election is currently serving as a Trustee of the Funds. The biographies of
the Trustees are included in the proxy statement. We invite you to acquaint
yourself with these individuals.
For each Fund, proposal number two concerns the ratification or rejection of the
Trustees' selection of Arthur Andersen, LLP as each Fund's independent
accountants for the current fiscal year. Arthur Andersen, LLP has been each
Fund's independent accountant since each Fund's inception.
YOUR VOTE IS REQUIRED
Please complete the enclosed proxy ballot form, sign it and mail it to us
immediately. For your convenience, a postage paid return envelope has been
provided. A prompt response will avoid the cost to the Funds and you of
additional mailings.
If you have any questions, please call John Hancock Funds toll free at
1-800-843-0090.
Thank you in advance for your prompt action on this very important matter.
Sincerely,
/s/ Edward J. Boudreau, Jr.
Edward J. Boudreau, Jr.
Chairman and Chief Executive Officer
POPXL 1/96
- --------------------------------------------------------------------------------
John Hancock Advisers, Inc. o John Hancock Funds, Inc.* o John Hancock Investor
Services Corporation o The Patriot Group, Inc. John Hancock Advisers
International, Ltd. o NM Capital Management, Inc. o Sovereign Asset Management
Corporation *Member of National Association of Securities Dealers, Inc.
[Hancock Logo]
Financial Services
<PAGE>
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 7, 1996
To the Shareholders of:
John Hancock Patriot Premium Dividend Fund I
John Hancock Patriot Premium Dividend Fund II
John Hancock Patriot Select Dividend Trust
John Hancock Patriot Global Dividend Fund
John Hancock Patriot Preferred Dividend Fund
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of each of
John Hancock Patriot Premium Dividend Fund I, John Hancock Patriot Premium
Dividend Fund II, John Hancock Patriot Select Dividend Trust, John Hancock
Patriot Global Dividend Fund and John Hancock Patriot Preferred Dividend Fund
(each, a "Fund" and collectively, the "Funds"), each an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts, will be
held at the office of the Funds, 101 Huntington Avenue, 2nd Floor, Boston,
Massachusetts 02199, on Thursday, March 7, 1996 at 9:00 a.m., Boston time, for
the following purposes:
(1) (For each Fund) To elect five Trustees to serve until their respective
successors are duly elected and qualified;
(2) (For each Fund) To ratify or reject the Trustees' selection of Arthur
Andersen, LLP as the Fund's independent public accountants for the
Fund's current fiscal year; and
(3) (For each Fund) To transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
THE BOARDS OF TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS
Shareholders of record of each Fund as of the close of business on January
10, 1996 are entitled to notice of and to vote at the annual meeting of that
Fund and at any and all adjournments thereof.
By Order of the Boards of Trustees,
Thomas H. Drohan
Senior Vice President and Secretary
Dated: January 26, 1996
Boston, Massachusetts
WHETHER OR NOT YOU CAN ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
P00PX 1/96
<PAGE>
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 7, 1996
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of each of the following
Patriot Funds (collectively, the "Funds") in connection with the solicitation of
proxies by the Boards of Trustees for use at the Annual Meeting of Shareholders
of each Fund to be held on Thursday, March 7, 1996 at 9:00 a.m. (Boston time),
and at any and all adjournments thereof (the "Meeting"):
* John Hancock Patriot Premium Dividend Fund I ("Premium Dividend I");
* John Hancock Patriot Premium Dividend Fund II ("Premium Dividend II");
* John Hancock Patriot Select Dividend Trust ("Select Dividend");
* John Hancock Patriot Global Dividend Fund ("Global Dividend"); and
* John Hancock Patriot Preferred Dividend Fund ("Preferred Dividend").
The Meeting will be held at the principal offices of the Funds, 101
Huntington Avenue, 2nd Floor, Boston, Massachusetts. The Notice of Annual
Meeting of Shareholders, this Proxy Statement and the enclosed form of the proxy
will first be mailed to shareholders of the Funds on or about January 26, 1996.
EACH FUND'S ANNUAL REPORT FOR ITS 1995 FISCAL YEAR AND SUBSEQUENT SEMI-ANNUAL
REPORT, IF ANY, MAY BE OBTAINED FREE OF CHARGE BY WRITING JOHN HANCOCK FUNDS,
INC., P.O. BOX 9116, BOSTON, MASSACHUSETTS 02205-9116 OR BY CALLING
1-800-843-0090.
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the shares covered thereby will be voted in accordance
with the instructions marked thereon by the shareholder. Executed proxies that
are unmarked will be voted FOR the election of the nominees as Trustees and FOR
the ratification of the selection of independent public accountants. Any proxy
may be revoked at any time prior to its exercise by a written notice of
revocation addressed to and received by the Secretary of the Funds or by
delivering a duly executed proxy bearing a later date prior to the time of the
Meeting. Any shareholder who has executed a proxy but is present at the Meeting
and who wishes to vote in person may revoke his or her proxy by notifying the
Secretary of the Funds (without complying with any formalities) at any time
before it is voted. Presence at the Meeting alone will not serve to revoke a
previously executed and returned proxy.
RECORD OWNERSHIP
The Trustees have fixed the close of business on January 10, 1996 as the
record date for the determination of shareholders of each Fund entitled to
notice of and to vote at the Meeting. As of the record date, the following
number of shares of beneficial interest of the Funds were outstanding:
FUND COMMON SHARES PREFERRED SHARES*
- ------------------------------------------------------------------------------
Premium Dividend I 14,821,140 685
Premium Dividend II 15,002,724 1,000
Select Dividend 9,885,027 700
Global Dividend 8,344,700 600
Preferred Dividend 7,257,200 525
- ------------
*The Preferred Shares of Premium Dividend I, Premium Dividend II and Global
Dividend are commonly referred to as Dutch Auction Rate Transferable Securities
("DARTSsm ()"), a service mark of Solomon Brothers Inc. The Preferred Shares of
Select Dividend are commonly referred to as Auction Market Preferred Shares
("AMPS(R)"), a registered trade mark of Merrill Lynch & Co., Inc.
No person within the knowledge of management of the Funds beneficially owned
more than 5% of either class of any Fund's shares of beneficial interest
outstanding as of the record date. (Beneficial ownership means voting power
and/or investment power, which includes the power to dispose of shares.) As of
the record date, Cede & Co., as nominee for Depository Trust Company, held of
record 11,898,929; 13,131,037; 8,531,567; 7,705,760 and 6,322,980 Common Shares
of Premium Dividend I, Premium Dividend II, Select Dividend, Global Dividend and
Preferred Dividend, respectively. As of the record date, Depository Trust
Company held of record all of the Preferred Shares of each Fund.
SUMMARY OF VOTING ON PROPOSALS
Although the Meetings of the Funds are being held jointly and proxies are
being solicited through the use of this joint proxy statement, shareholders of
each Fund will vote separately as to proposals affecting their Fund. Voting by
shareholders of one Fund will have no effect on any other Fund.
- --------------------------------------------------------------------------------
PROPOSAL AFFECTED FUND(S) CLASS(ES) OF SHARES OF SUCH FUND ENTITLED TO VOTE
- -------- ----------------- -------------------------------------------------
1 All Funds Common and Preferred Shares
2 All Funds Common and Preferred Shares
- --------------------------------------------------------------------------------
With respect to Proposal 1, each of the Common Shares and the Preferred
Shares of Premium Dividend I, Premium Dividend II, Select Dividend, Global
Dividend and Preferred Dividend is entitled to one vote for the election of
their respective nominees for election as Trustees of their respective Fund.
With respect to Proposal 2, each of the Common Shares and the Preferred Shares,
voting together as a single class, of each Fund is entitled to one vote for the
ratification of the selection of independent public accountants.
PROPOSAL 1
ELECTION OF TRUSTEES
(Common Shares and Preferred Shares of each Fund).
GENERAL
Each Fund's Board of Trustees consists of thirteen members. Under each
Fund's Declaration of Trust, By-Laws and the Investment Company Act of 1940, as
amended (the "Investment Company Act"), holders of the Preferred Shares are
entitled to elect two Trustees and holders of the Common Shares are entitled to
elect eleven Trustees, except in certain circumstances. Ms. McCarter and Messrs.
Cameron, Carlin, Cunningham, Fretz, Toolan, Ladner, Linbeck, Boudreau, Smith and
Pruchansky have been designated as subject to election by holders of the Common
Shares of each Fund. Messrs. Hiser and Scipione have been designated as subject
to election by holders of the Preferred Shares of each Fund.
Each Board of Trustees is divided into three staggered-term classes. Two
such classes contain four Trustees each and the third class contains five
Trustees. The term of one class expires each year and no term continues for more
than three years after the applicable election. Each class of Trustees will
stand for election at the conclusion of their respective three-year terms. Such
classification may prevent replacement of a majority of the Trustees for up to a
two-year period. The foregoing is subject to the provisions of the Investment
Company Act and the Funds' By-Laws which permit the holders of the Preferred
Shares to elect the minimum number of additional Trustees which, combined with
the two Trustees elected by the holders of the Preferred Shares, would give them
a majority of the Trustees if at any time the dividends on the Preferred Shares
shall be unpaid in an amount equal to two full years' dividends and would permit
the holders of the Preferred Shares to continue to be so represented until all
dividends in arrears shall have been paid or otherwise provided for.
Each of the nominees for each Fund is currently serving as a Trustee of all
of the Funds. Each of the nominees and Trustees has served on the Board of
Trustees of the Funds since John Hancock Advisers, Inc. became the Funds'
investment adviser in May, 1992 or since the Fund's inception (whichever was
later), except that Messrs. Toolan, Cameron, Cunningham and Linbeck have served
on the Board of Trustees of each Fund since June 1992, June 1993, December 1994
and December 1994, respectively. Premium Dividend I was organized in 1988;
Premium Dividend II was organized in 1989; Select Dividend was organized in
1990; Global Dividend was organized in 1992; and Preferred Dividend was
organized in 1993.
A shareholder using the enclosed form of proxy may authorize the proxies to
vote for the nominees representing his or her shares or may withhold from the
proxies authority to vote for the nominees representing his or her shares. If no
contrary instructions are given, the proxies will vote FOR the nominees. Each of
the nominees has consented to his or her nomination and has agreed to serve if
elected. If, for any reason, any nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute nominee, if any, as the Funds' Trustees may designate.
The Funds have no reason to believe that it will be necessary to designate a
substitute nominee.
PROPOSAL 1 (PREMIUM DIVIDEND I, PREMIUM DIVIDEND II, SELECT DIVIDEND, GLOBAL
DIVIDEND AND PREFERRED DIVIDEND)
For each of Premium Dividend I, Premium Dividend II, Select Dividend, Global
Dividend and Preferred Dividend, the terms of Messrs. Carlin, Cunningham, Fretz,
Hiser, and Toolan expire at the 1996 Annual Meeting of the Funds and they are
therefore the current nominees for election; the terms of Ms. McCarter and
Messrs. Ladner, Linbeck and Scipione expire at the 1997 Annual Meeting; and the
terms of Messrs. Boudreau, Smith, Pruchansky and Cameron expire at the 1998
Annual Meeting. The table below lists the nominees for election as Trustees of
the Funds, including their principal occupations for the past five years and
other directorships held. The table also lists the Trustees who are not
currently standing for election and whose current terms continue until the
annual meetings in 1997 and 1998, respectively.
VOTE REQUIRED FOR PROPOSAL 1
The vote of a plurality of the votes cast by the Common Shares and Preferred
Shares, voting as separate classes, of a Fund is sufficient to elect the Common
Shares' and Preferred Shares' respective nominees of that Fund.
<TABLE>
<CAPTION>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUNDS DURING THE PAST FIVE YEARS JANUARY 10, 1996(1)(2)
- ------------------------ -------------------------- -------------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 1999
<S> <C> <C>
James F. Carlin Chairman and Chief Executive Officer, Carlin Consolidated, Inc. 2,363 (A)\4/
(Age 55) (insurance); Chairman, Massachusetts Board of Higher Education 1,200 (B)
Trustee (since 1995); Trustee, Massachusetts Health and Education Tax- 1,100 (C)
Exempt Trust; Director, Arbella Mutual Insurance Company 100 (D)
(Insurance Company); Receiver, the City of Chelsea, Massachusetts 100 (E)
(until August 1992); and Trustee of 32 investment companies
managed by John Hancock Advisers, Inc. (the "Adviser")
William H. Cunningham Chancellor, University of Texas System and former President, the -- (A)
(Age 52) University of Texas, Austin, Texas; Regents Chair for Free -- (B)
Trustee Enterprise; Professor of Marketing and Dean College of Business -- (C)
Administration/Graduate School of Business (1983-1985); Centennial -- (D)
Chair in Business Education Leadership, (1983-1985); Director, -- (E)
LaQuinta Motor Inns, Inc. (hotel management company); Director,
Jefferson-Pilot Corporation (diversified life insurance company);
Director, Freeport-McMoran Inc. (oil and gas company); Director,
Barton Creek Properties, Inc. (1988-1990) (real estate
development) and LBJ Foundation Board (education foundation);
Advisory Director, Texas Commerce Bank-Austin; and Trustee of 30
investment companies managed by the Adviser (since 1994)
Charles F. Fretz Consultant, self-employed; Vice President and Director, Towers, 100 (A)
(Age 67) Perrin, Foster & Crosby, Inc. (international management 100 (B)
Trustee consultants) (until 1985); and Trustee of 32 investment companies 100 (C)
managed by the Adviser 100 (D)
-- (E)
Harold R. Hiser, Jr. (3) Executive Vice President of Schering Plough Corporation 2,878 (A)
(Age 64) (pharmaceuticals) (retired 1995); and Trustee of 32 investment -- (B)
Trustee companies managed by the Adviser -- (C)
-- (D)
-- (E)
John P. Toolan Director, The Smith Barney Muni Bond Funds, The Smith Barney Tax 100 (A)
(Age 65) Free Money Fund, Inc., Vantage Money Market Funds (mutual funds), 100 (B)
Trustee The Inefficient-Market Fund, Inc. (closed-end investment company) -- (C)
and Smith Barney Trust Company of Florida; Chairman, Smith Barney 100 (D)
Trust Company (retired December, 1991); Director, Smith Barney, -- (E)
Inc., Mutual Management Company and Smith Barney Advisers, Inc.
(investment advisers) (until December 1991); and Trustee of 32
investment companies managed by the Adviser
<PAGE>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUNDS DURING THE PAST FIVE YEARS JANUARY 10, 1996(1)(2)
- ------------------------ -------------------------- -------------------------
TERM TO EXPIRE IN 1997
Charles L. Ladner Senior Vice President and Chief Financial Officer, UGI Corp. 217 (A)
(Age 57) (public utility holding company); Director, Energy North Inc. 200 (B)
Trustee (public utility holding company) (until 1992); and Trustee of 32 200 (C)
investment companies managed by the Adviser 235 (D)
200 (E)
Leo E. Linbeck, Jr. Chairman, President, Chief Executive Officer and Director, Linbeck -- (A)
(Age 61) Corporation (a holding company engaged in various phases of the -- (B)
Trustee construction industry and warehousing interests); Chairman of the -- (C)
Board and Chief Executive Officer, Linbeck Construction -- (D)
Corporation; Chairman and Director, Federal Reserve Bank of -- (E)
Dallas; Director, Panhandle Eastern Corporation (a diversified
energy company), Daniel Industries, Inc. (manufacturer of gas
measuring products and energy related equipment), Geo Quest
International, Inc. (a geophysical consulting firm) and Greater
Houston Partnership; and Trustee of 30 investment companies
managed by the Adviser (since 1994)
Patricia P. McCarter Director and Secretary, the McCarter Corp. (machine manufacturer); 450 (A)
(Age 67) and Trustee of 32 investment companies managed by the Adviser 100 (B)
Trustee 70 (C)
330 (D)
80 (E)
*Richard S. Scipione(3) General Counsel, John Hancock Mutual Life Insurance Company (the -- (A)
(Age 58) "Insurance Company"); Director, the Adviser, John Hancock Investor -- (B)
Trustee Services Corporation ("Investor Services"), John Hancock Funds, -- (C)
Inc. ("John Hancock Funds"), John Hancock Distributors, Inc., John -- (D)
Hancock Subsidiaries, Inc., John Hancock Property and Casualty -- (E)
Insurance and its affiliates (until November 1993), Sovereign
Asset Management Corporation ("SAMCorp") and NM Capital
Management, Inc. ("NM Capital"); Trustee, The Berkeley Financial
Group ("Berkeley Group"); Director, JH Networking Insurance
Agency, Inc.; and Trustee of 35 investment companies managed by
the Adviser
TERM TO EXPIRE IN 1998
*Edward J. Boudreau, Jr. Chairman and Chief Executive Officer of the Adviser and the 100 (A)
(Age 51) Berkeley Group; Chairman and Managing Director, John Hancock 100 (B)
Chairman Advisers International Limited ("Advisers International"); 100 (C)
Chairman of NM Capital, John Hancock Funds, Investor Services, 100 (D)
First Signature Bank & Trust Company and SAMCorp; Director, John 100 (E)
Hancock Freedom Securities Corp. and John Hancock Capital Corp.,
New England/Canada Business Council; Member, Investment Company
Institute Board of Governors; Director, Asia Strategic Growth
Fund, Inc.; Trustee, Museum of Science; President, the Adviser
(until July 1992); Chairman, John Hancock Distributors, Inc.
(until April 1994); and Trustee and Chairman of 61 investment
companies managed by the Adviser
*Thomas W.L. Cameron Senior Vice President, Interstate/Johnson Lane, Investment 1,000 (A)
(Age 68) Brokerage; and Trustee of 21 investment companies managed by the 1,000 (B)
Trustee Adviser 1,000 (C)
1,000 (D)
1,000 (E)
Steven R. Pruchansky Director and Treasurer, Mast Holding, Inc.; Director, First 116 (A)
(Age 51) Signature Bank & Trust Company (until August 1991); Trustee, Mast 100 (B)
Trustee Realty Trust; President, Maxwell Building Corp. (until 1991); and 100 (C)
Trustee of 32 investment companies managed by the Adviser 425 (D)\5/
425 (E)\6/
Norman H. Smith Lieutenant General, USMC; Deputy Chief of Staff for Manpower and 209 (A)
(Age 62) Reserve Affairs, Headquarters Marine Corps.; Commanding General, 341 (B)
Trustee III Marine Expeditionary Force/3d Marine Division (retired 1991); 229 (C)
and Trustee of 32 investment companies managed by the Adviser 520 (D)
183 (E)
All Trustees and executive 7,533 (A)
officers of the Funds as a 3,241 (B)
group 2,899 (C)
2,910 (D)
2,088 (E)
- ------------
(A)Premium Dividend I
(B)Premium Dividend II
(C)Select Dividend
(D)Global Dividend
(E)Preferred Dividend
* "Interested Person," as defined in the Investment Company Act, of the Funds and the Adviser.
(1)The information as to beneficial ownership is based on statements furnished to the Funds by the Trustees.
Except as otherwise noted, each Trustee has all voting and investment powers with respect to the shares
indicated.
(2)None of the Trustees beneficially owned individually, and the Trustees and executive officers of the Funds as a
group did not beneficially own, in excess of one percent of the outstanding Common Shares of any Fund. None of
the Trustees or executive officers of the Funds beneficially owned any of the Preferred Shares of any Fund as
of January 10, 1996.
(3)Trustee representing the holders of the Preferred Shares.
(4)Includes 100 common shares of Premium Dividend I held by Mr. Carlin's spouse, and 2,163 common shares held by
Carlin Consolidated, Inc.
(5)Includes 125 common shares of Global Dividend held by Mr. Pruchansky's spouse.
(6)Includes 150 common shares of Preferred Dividend held by Mr. Pruchansky's spouse.
</TABLE>
Each Board of Trustees held four meetings during their Fund's 1995 fiscal
year. No Trustee of any Fund, with the exception of Mr. Scipione, with respect
to Premium Dividend I and Premium Dividend II, attended fewer than 75% of the
aggregate of (1) the total number of meetings of the Trustees of the Fund and
(2) the total number of meetings held by all committees of the Trustees on which
he or she served during the period in which he or she served in such capacity.
The Funds hold joint meetings of the Trustees and all committees.
Each Fund has an Audit Committee of the Trustees. The Committee members
are Ms. McCarter and Messrs. Fretz, Toolan, Ladner, Smith, Pruchansky, Carlin,
Linbeck, Cunningham and Hiser. None of the members of the Audit Committee are
"interested persons" as defined in the Investment Company Act ("Independent
Trustees"). Each Audit Committee held four meetings during its respective
Fund's 1995 fiscal year.
The functions performed by the Audit Committee are to recommend annually to
the Trustees a firm of independent certified public accountants to audit the
books and records of the Funds for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Funds on matters concerning the Funds' financial
statements and reports, including the appropriateness of their accounting
practices and of their internal controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to approve the purchase by the Funds from the firm of all non-audit
services; to review all fees paid to the firm; to recommend to the Trustees, at
the request of the Funds' officers or Trustees, a resolution of any potential or
actual conflict of interest; and to facilitate communication between the firm
and the Funds' officers and Trustees.
Each Fund has a special Nominating Committee of the Trustees known as the
Committee on Administration. The Committee members are Ms. McCarter and Messrs.
Fretz, Toolan, Ladner, Smith, Pruchansky, Carlin, Linbeck, Cunningham and Hiser.
All of the members of the Committee on Administration are Independent Trustees.
Each Committee on Administration held four meetings during its respective Fund's
1995 fiscal year.
Included among the functions of the Committee on Administration is the
selection and nomination for appointment and election of candidates to serve as
Trustees who are not "interested persons" as defined in the Investment Company
Act. The Committee on Administration also coordinates with Trustees who are
interested persons in the selection and election of Fund officers and will
consider nominees recommended by shareholders to serve as Trustees, provided
that shareholders submit such recommendations in compliance with all of the
pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
During the Funds' 1995 fiscal year, reports required by Section 16 of the
Securities Exchange Act of 1934 were filed disclosing no transactions for the
following officers or directors of the Adviser or Trustees of the Funds on the
respective dates indicated: William H. Cunningham, January 20, 1995; Lawrence J.
Daly, October 11, 1994; William C. Fletcher, April 13, 1995; Anthony A.
Goodchild, October 11, 1994; Leo E. Linbeck, Jr., January 25, 1995; and Henry E.
Smith, September 29, 1995.
EXECUTIVE OFFICERS
In addition to the Chairman (Mr. Boudreau), the table below lists each
Fund's executive officers. The officers of Global Dividend and Preferred
Dividend first became officers of such Funds on July 24, 1992 and May 21, 1993
(inception). The officers of Premium Dividend I, Premium Dividend II and Select
Dividend first became officers of such Funds on May 6, 1992, the date of the
consummation of Stock Purchase Transaction between John Hancock Advisers, Inc.
and Patriot Group, Inc., these Funds' previous investment adviser.
<TABLE>
<CAPTION>
NAME (AGE) AND POSITION PRINCIPAL OCCUPATION
WITH THE FUNDS DURING THE PAST FIVE YEARS
- ----------------------- ---------------------------------------------------------------------------------------------------
<S> <C>
Robert G. Freedman Vice Chairman and Chief Investment Officer, the Adviser and
(Age 57) certain of the John Hancock funds; Director, the Adviser, Investor
Vice Chairman Services and John Hancock Funds; Senior Vice President, Berkeley
Group; Director, Advisers International, SAMCorp and NM Capital.
Andrew F. St. Pierre President, John Hancock closed-end funds; Senior Vice President, the Adviser and John
(Age 35) Hancock open-end funds; formerly Portfolio Manager, Harvard Management Corp. (until
President October 1991).
Anne C. Hodsdon President, the Adviser and John Hancock open-end funds and Executive Vice President, John
(Age 42) Hancock closed-end funds.
Executive Vice President
James B. Little Senior Vice President and Chief Financial Officer, each of the John Hancock funds; Senior
(Age 60) Vice President, the Adviser, Investor Services, John Hancock Funds and Berkeley Group;
Senior Vice President and Chief Financial Officer, the Adviser (until January, 1993).
Chief Financial Officer
Thomas H. Drohan Senior Vice President and Secretary, the Adviser, Berkeley Group and each of the John
(Age 59) Hancock funds; Senior Vice President, Investor Services and John Hancock Funds; Director,
Senior Vice President and Advisers International; and Secretary, NM Capital.
Secretary
John A. Morin Vice President, the Adviser, Investor Services and John Hancock Funds; Vice President and
(Age 45) Compliance Officer, certain of the John Hancock funds; Counsel, John Hancock Mutual Life
Vice President and Insurance Company; Vice President and Assistant Secretary, Berkeley Group.
Compliance Officer
James J. Stokowski Vice President, the Adviser; Vice President and Treasurer, each of the John Hancock
(Age 49) funds.
Vice President and Treasurer
</TABLE>
REMUNERATION OF TRUSTEES AND OFFICERS
The following table provides information regarding the compensation paid by
the Funds and the other investment companies in the John Hancock Fund complex to
the Independent Trustees for their services for each Fund's most recently
completed fiscal year. The three non-Independent Trustees, Messrs. Boudreau,
Scipione and Cameron, and each of the officers of the Funds are interested
persons of the Adviser, are compensated by the Adviser and receive no
compensation from the Funds for their services.
<PAGE>
<TABLE>
<CAPTION>
PENSION OR
AGGREGATE COMPENSATION RETIREMENT TOTAL COMPENSATION
------------------------------------------------------------- BENEFITS ACCRUED FROM ALL FUNDS
PREMIUM PREMIUM SELECT GLOBAL PREFERRED AS PART OF EACH IN JOHN HANCOCK FUND
INDEPENDENT TRUSTEE DIVIDEND I DIVIDEND II DIVIDEND DIVIDEND DIVIDEND FUND'S EXPENSES COMPLEX TO TRUSTEES\1/
- ------------------- ---------- ----------- -------- -------- --------- ---------------- ----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
James F. Carlin $ 2,457 $ 3,271 $ 2,640 $ 2,114 $ 1,818 $ 0 $ 60,700
William H. Cunningham 551 734 402 322 278 0 69,700
Charles F. Fretz 3,491 4,644 3,582 2,869 2,463 0 56,200
Harold R. Hiser, Jr. 3,855 5,130 3,854 3,087 2,650 17,306 60,200
Charles L. Ladner 2,103 2,799 2,380 1,905 1,638 0 60,700
Leo E. Linbeck, Jr. 551 734 402 322 278 0 72,700
Patricial P. McCarter 2,103 2,799 2,380 1,905 1,638 0 60,700
Steven R. Pruchansky 2,169 2,886 2,450 1,961 1,687 0 62,700
Norman H. Smith 2,169 2,886 2,450 1,961 1,687 0 62,700
John P. Toolan 2,103 2,799 2,380 1,906 1,638 8,867 60,700
------ ------ ------ ------ ------ ------ -------
Totals $21,552 $28,682 $22,920 $18,352 $15,775 $26,173 $627,000
- ------------
\1/ The total compensation paid by the John Hancock Fund Complex to the Independent Trustees is $627,000 as of the
calendar year ended December 31, 1995. All the Independent Trustees except Messrs. Cunningham and Linbeck are Trustees
of 32 funds in the John Hancock Fund Complex. Messrs. Cunningham and Linbeck are Trustees of 30 funds.
</TABLE>
PROPOSAL 2
RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
(Common Shares and Preferred Shares of each Fund)
The Trustees of each Fund, including a majority of the Independent Trustees,
have selected Arthur Andersen, LLP to act as independent public accountants for
the Funds for each Fund's 1996 fiscal year. The Funds' current fiscal year ends
are: Premium Dividend I - September 30, 1996; Premium Dividend II - October 31,
1996; Select Dividend - June 30, 1996; Global Dividend - July 31, 1996; and
Preferred Dividend - May 31, 1996.
Arthur Andersen, LLP has advised the Funds that it has no direct or indirect
financial interest in any of the Funds. This selection is subject to the
ratification by the shareholders of the Funds at the Meeting. The enclosed proxy
card provides space for instructions directing the proxies named therein to vote
for, against, or abstain from, ratifying that selection. A representative of
Arthur Andersen, LLP is expected to be present at the Meeting and will be
available to respond to appropriate questions relating to the examination of the
Funds' financial statements.
The Boards of Trustees, including all the Independent Trustees, unanimously
recommend that shareholders ratify the selection of Arthur Andersen, LLP as
independent public accountants of the Funds.
VOTE REQUIRED TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The approval of a "majority" (as described below) of the Common Shares and
the Preferred Shares, voting as a single class, of each Fund is required to
ratify the selection of Arthur Andersen LLP as such Fund's independent public
accountants for that Fund's 1996 fiscal year.
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at a Fund's annual
meeting to be held in 1997 must be received by the Fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than November 7, 1996 for
inclusion in that Fund's proxy statement and form of proxy relating to that
meeting.
VOTING; QUORUM; ADJOURNMENT
The affirmative vote of the holders of a plurality of the shares of a
particular class of a Fund present in person or represented by proxy at the
Meeting, assuming a majority of the outstanding shares of that class is present,
is required to elect the nominees representing the Common Shares or Preferred
Shares, as the case may be. The adoption by the shareholders of a Fund of
Proposal 2 requires the affirmative vote of a majority of the shares which is
defined as the lesser of: (i) 67% or more of the voting securities of the Fund
present at the Meeting, if the holders of more than 50% of the Common Shares and
the Preferred Shares of that Fund, voting together as a single class, are
present or represented by proxy; or (ii) more than 50% of the outstanding Common
Shares and the Preferred Shares of the Fund, voting together as a single class.
For each Fund, Common Shares and Preferred Shares represented in person or
by proxy (including shares which abstain or do not vote with respect to one or
both of the proposals presented for shareholder approval) will be counted for
purposes of determining whether a quorum is present at the Meeting. Abstentions
from voting will be treated as shares that are present and entitled to vote for
purposes of determining the number of shares that are present and entitled to
vote with respect to either proposal, but will not be counted as a vote in favor
of that proposal. Accordingly, an abstention from voting has no effect on the
voting in determining whether Proposal 1 has been adopted but has the same
effect as a vote against Proposal 2.
Although both of the proposals in this proxy statement are considered
routine matters on which brokers holding shares in "street name" may vote
without instruction under the rules of the New York Stock Exchange, if a broker
or nominee holding shares in "street name" nevertheless indicates on the proxy
that it does not have discretionary authority to vote as to either proposal,
those shares will not be considered as present and entitled to vote as to that
proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether Proposal 1 has been adopted and has no effect on the voting
in determining whether Proposal 2 has been adopted pursuant to item (i) above,
provided that the holders of more than 50% of the outstanding shares (excluding
the "broker non-votes") are present or represented by proxy. However, with
respect to determining whether Proposal 2 has been adopted pursuant to item (ii)
above, because shares represented by a "broker non-vote" are considered
outstanding shares, a "broker non-vote" has the same effect as a vote against
such proposal.
In the event that at the time any session of the Meeting is called to order
and 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 such Meeting to a
later date. In the event that a quorum is present at any Meeting but sufficient
votes in favor of Proposal 2 and FOR the nominees set forth in Proposal 1 have
not been received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of proxies with
respect to such proposal. Any adjournment 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 named as proxies will vote those proxies
which they are entitled to vote in favor of any such proposal in favor of such
adjournment and will vote those proxies required to be voted against any such
proposal against such adjournment. With respect to any Fund's Meeting, a
shareholder vote may be taken on one or both of the proposals prior to such
adjournment if sufficient votes for the proposal's approval have been received
and it is otherwise appropriate.
EXPENSES AND METHODS OF SOLICITATION
The costs of the Meeting, including the solicitation of proxies, will be
paid by the Funds. Persons holding shares as nominees will be reimbursed by the
relevant Fund, upon request, for their reasonable expenses in sending soliciting
material to the principals of the accounts. In addition to the solicitation of
proxies by mail, Trustees, officers and employees of the Funds or of the Funds'
investment adviser may solicit proxies in person or by telephone. John Hancock
Advisers, Inc., 101 Huntington Avenue, Boston Massachusetts 02199-7603, serves
as each Fund's investment adviser and serves as the administrator of Premium
Dividend I, Premium Dividend II, Select Dividend and Preferred Dividend. John
Hancock Advisers International Limited, 34 Dover Street, London, England, serves
as Global Dividend's investment subadviser. Advantage Advisers, Inc.,
Oppenheimer Tower, World Financial Center, New York, New York, serves as
Preferred Dividend's investment subadviser. Mitchell Hutchins Asset Management,
Inc., 1285 Avenue of the Americas, New York, New York, serves as Global
Dividend's administrator. The firm Corporate Investor Communications, Inc. has
been retained to assist in the solicitation of proxies at a cost of
approximately $21,500.
OTHER MATTERS
The management of the Funds knows of no business to be brought before the
Meeting except as mentioned above. If, however, any other matters were properly
to come before the Meeting, the persons named in the enclosed form of proxy
intend to vote on such matters in accordance with their best judgment. If any
shareholders desire additional information about the matters proposed for
action, the management will provide further information.
The Meeting is scheduled as a joint meeting of the respective shareholders
of the Funds because the shareholders of all the Funds are generally expected to
consider and vote on similar matters. The Boards of Trustees of the Funds have
determined that the use of this joint Proxy Statement for the Meeting is in the
best interest of each Fund's shareholders. In the event that any shareholder
present at the Meeting objects to the holding of a joint meeting and moves for
an adjournment of his or her particular Fund's Meeting to a time immediately
after the Meeting so that his particular Fund's Meeting may be held separately,
the persons named as proxies will vote in favor of such adjournment.
Shareholders of each Fund will vote separately on both of the Proposals relating
to their Fund, and an unfavorable vote on a Proposal by the shareholders of one
Fund will not affect the implementation of such Proposal by another Fund if the
Proposal is approved by the shareholders of that Fund.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
DATED: JANUARY 26, 1996
<PAGE>
P R O X Y
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
The undersigned holder of Dutch Auction Rate Transferable Securities of
beneficial interest ("Preferred Shares") of John Hancock Patriot Premium
Dividend Fund II (the "Fund") hereby constitutes and appoints Edward J.
Boudreau, Jr., Thomas H. Drohan and John A. Morin, and each of them singly,
proxies and attorneys of the undersigned, with full 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 Annual Meeting of
Shareholders of the Fund to be held on Thursday, March 7, 1996 at the offices of
the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m., Boston
time, and at any and all adjournments thereof, in respect to all Preferred
Shares of the Fund held by the undersigned or in respect of which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present. All proxies heretofore given by
the undersigned in respect of said meeting are hereby revoked.
ITEM 1: To elect Harold R. Hiser, Jr. to serve as Trustee of the Fund.
[ ] FOR the nominee named above [ ] VOTE WITHHELD for the nominee named above.
ITEM 2: To ratify the selection of Arthur Andersen LLP as independent public
accountants.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
<PAGE>
Specify desired action by check marks in the appropriate spaces. This Proxy
will be voted as specified. If no specification is made, the Proxy will be voted
for the nominees named in the Proxy Statement and in favor of Item 2. The
persons named as proxies have discretionary authority, which they intend to
exercise in favor of the proposals referred to and according to their best
judgment as to the other matters which properly come before the meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE AS SOON AS POSSIBLE. PLEASE SIGN
EXACTLY AS YOUR NAME OR NAMES APPEAR IN THE BOX ON THE
LEFT. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR,
TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR 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.
Date ------------------------------------------- ,1996
--------------------------------------------------------
--------------------------------------------------------
Signature(s) of Shareholder(s)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
P2PXC 1/96
<PAGE>
P R O X Y
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
The undersigned holder of common shares of beneficial interest ("Common Shares")
of John Hancock Patriot Premium Dividend Fund II (the "Fund") hereby constitutes
and appoints Edward J. Boudreau, Jr., Thomas H. Drohan and John A. Morin, and
each of them singly, proxies and attorneys of the undersigned, with full 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 Annual
Meeting of Shareholders of the Fund to be held on Thursday, March 7, 1996 at the
offices of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 A.M.,
Boston Time, and at any and all adjournments thereof, in respect of all Common
Shares of the Fund held by the undersigned or in respect of which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present. All proxies heretofore given by
the undersigned in respect of said meeting are hereby revoked.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please complete, sign, date and return this Proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your 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.
HAS YOUR ADDRESS CHANGED?
- --------------------------------------- ------------------------------------
- --------------------------------------- ------------------------------------
- --------------------------------------- ------------------------------------
<PAGE>
__X_ PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C>
With- For all
For Hold Except For Against Abstain
2.) To ratify the selection of
1.) To elect the following nominees Arthur Andersen, LLP as Indep-
to serve as Trustees of the Fund. ____ ____ ____ endent public accountants. ____ ____ ____
James F. Carlin, William H. Cunningham,
Charles F. Fretz, and John P. Toolan
If you do not wish your shares voted "FOR" a particular nominee,
mark the "For All Except" box and strike a line through the THIS PROXY IS SOLICITED BY THE
nominee(s) name. Your shares will be voted for the remaining BOARD OF TRUSTEES
nominee(s).
Specify desired action by check marks in the
appropriate spaces. If no specification is made, this
Proxy will be voted for the nominees named in the Proxy
Statement and in favor of Item 2. The persons named as
proxies have discretionary authority, which they intend
to exercise in favor of the proposals referred to and
according to their best judgment as to the other
matters which may properly come before the meeting.
Please be sure to sign and date this Proxy. Date Mark box at right if address change has
been noted on the reverse side of this card. _____
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
</TABLE>
