As filed with the Securities and Exchange Commission on January 24, 1997.
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
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
[LOGO] 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 24,1997
Dear Fellow Shareholder:
As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Thursday, March 6, 1997 at 9:00 A.M.
Eastern time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston,
MA 02199.
The shareholders of each Fund will vote separately on the two routine items
proposed in the enclosed proxy statement. 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.
ELECT YOUR FUNDS BOARD OF TRUSTEES
For each Fund, proposal number one concerns the election of four Trustees to
serve until their respective successors are elected and qualified. Each nominee
for election is currently serving as a Trustee of the Funds. Your proxy
statement includes a brief description of each individual's background.
RATIFY THE TRUSTEES SELECTION OF ACCOUNTANTS
For each Fund, proposal number two concerns the ratification or rejection of the
Trustees' selection of Deloitte Touche, LLP as each Fund's independent
accountants for the current fiscal year.
YOUR VOTE IS IMPORTANT!
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. Your prompt response will help avoid the cost of additional mailings.
If you have any questions, please call 1-800-426-5523, Monday through Friday
between 9:00 a.m. and 5:00 p.m. Eastern time.
Thank you in advance for your prompt action on this very important matter.
Sincerely,
/s/ Edward J. Boudreau, Jr.
Edward J. Boudreau, Jr.
Chairman of the Board
P9PXL 1/97
- --------------------------------------------------------------------------------
John Hancock Advisers, Inc. o John Hancock Funds, Inc.* o John Hancock Investor
Services Corporation o NM Capital Management, Inc. o Sovereign Asset Management
Corporation
*Member of National Association of Securities Dealers, Inc.
<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 6, 1997
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 6, 1997 at 9:00 a.m., Boston time, for
the following purposes:
(1) (For each Fund) To elect four Trustees to serve until their respective
successors are duly elected and qualified;
(2) (For each Fund) To ratify or reject the Trustees' selection of Deloitte
& Touche, 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
9, 1997 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,
Susan S. Newton
Vice President and Secretary
Dated: January 24, 1997
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 1/97
<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 6, 1997
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 6, 1997 at 9:00 a.m. (Boston time),
and at any and all adjournments thereof (the "Meeting"):
o John Hancock Patriot Premium Dividend Fund I ("Premium Dividend I");
o John Hancock Patriot Premium Dividend Fund II ("Premium Dividend II");
o John Hancock Patriot Select Dividend Trust ("Select Dividend");
o John Hancock Patriot Global Dividend Fund ("Global Dividend"); and
o John Hancock Patriot Preferred Dividend Fund ("Preferred Dividend").
The Meeting will be held at the principal office 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 24, 1997.
EACH FUND'S ANNUAL REPORT FOR ITS 1996 FISCAL YEAR AND SUBSEQUENT SEMI-ANNUAL
REPORT, IF ANY, MAY BE OBTAINED FREE OF CHARGE BY WRITING TO JOHN HANCOCK FUNDS,
INC., P.O. BOX 9116, BOSTON, MASSACHUSETTS 02205-9116 OR BY CALLING
1-800-892-9552.
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 9, 1997 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 14,922,648 685
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 12,047,485; 13,345,704; 8,623,361; 7,771,486 and 6,459,545 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.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------
PROPOSAL AFFECTED FUND(S) CLASS(ES) OF SHARES OF SUCH FUND ENTITLED TO VOTE
- -------- ---------------------------- ----------------------------------------------------
<C> <C> <C>
1 All Funds Common and Preferred Shares
2 All Funds Common and Preferred Shares
- ------------------------------------------------------------------------------------------------------------
</TABLE>
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. Hodsdon and Ms.
McCarter and Messrs. Boudreau, Carlin, Cunningham, Fretz, Ladner, Linbeck,
Pruchansky, Smith and Toolan 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. (the "Adviser") became
the Funds' investment adviser in May, 1992 or since the Fund's inception
(whichever was later), except that Messrs. Toolan, Cunningham and Linbeck have
served on the Board of Trustees since June 1992, December 1994 and December
1994, respectively, and Ms. Hodsdon has served on the Board of Trustees since
March 1996. 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 Fund, the terms of Ms. McCarter and Messrs. Ladner, Linbeck and
Scipione expire at the 1997 Annual Meeting of the Funds and they are therefore
the current nominees for election; the terms of Ms. Hodsdon and Messrs.
Boudreau, Smith and Pruchansky expire at the 1998 Annual Meeting, and the terms
of Messrs. Carlin, Cunningham, Fretz, Hiser and Toolan expire at the 1999 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 1998 and 1999, as the case may be.
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.
<PAGE>
<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 9, 1997(1)(2)
------------------------------ -------------------------- -------------------------
NOMINEES FOR ELECTION
TERM TO EXPIRE IN 2000
<S> <C> <C>
Charles L. Ladner Director, Energy North, Inc. (public utility holding company) 234 (A)
(Age 58) (until 1992); Senior Vice President of UGI Corp. Holding Company 200 (B)
Trustee Public Utilities, LPGAS and Trustee of 32 funds managed by the 200 (C)
Adviser. 235 (D)
200 (E)
Leo E. Linbeck, Jr. Chairman, President, Chief Executive Officer and Director, Linbeck -- (A)
(Age 62) Corporation (a holding company engaged in various phases of the -- (B)
Trustee construction industry and warehousing interests); Former Chairman, -- (C)
Federal Reserve Bank of Dallas (1992, 1993); Chairman of the Board -- (D)
and Chief Executive Officer, Linbeck Construction Corporation; -- (E)
Director, PanEnergy Corporation (a diversified energy company),
Daniel Industries, Inc. (manufacturer of gas measuring products and
energy related equipment), GeoQuest International Holdings, Inc. (a
geophysical consulting firm) (1980-1993); Former Director, Greater
Houston Partnership (1980-1995) and Trustee of 32 funds managed by
the Adviser.
Patricia P. McCarter Director and Secretary, The McCarter Corp. (machine manufacturer) 473 (A)
(Age 68) and Trustee of 32 funds managed by the Adviser. 212 (B)
Trustee 177 (C)
346 (D)
189 (E)
*Richard S. Scipione (3) General Counsel, John Hancock Mutual Life Insurance Company; -- (A)
(Age 59) Director, the Adviser, John Hancock Advisers International Limited -- (B)
Trustee ("Advisers International"), John Hancock Funds, Inc. ("John -- (C)
Hancock Funds"), John Hancock Signature Services, Inc. ("Signature -- (D)
Services"), John Hancock Distributors, Inc., John Hancock -- (E)
Insurance Agency, Inc. ("Insurance Agency, Inc."), John Hancock
Subsidiaries, Inc., Sovereign Asset Management Corporation
("SAMCorp."); and NM Capital Management, Inc. ("NM Capital");
Trustee, The Berkeley Financial Group ("The Berkeley Group");
Director, JH Networking Insurance Agency, Inc.; Director, John
Hancock Property and Casualty Insurance and its affiliates (until
November, 1993) and Trustee of 67 funds managed by the Adviser.
<PAGE>
<CAPTION>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUNDS DURING THE PAST FIVE YEARS JANUARY 9, 1997(1)(2)
------------------------------ -------------------------- -------------------------
TERM TO EXPIRE IN 1998
<S> <C> <C>
*Edward J. Boudreau, Jr. Chairman and Chief Executive Officer, the Adviser and The Berkeley 100 (A)
(Age 52) Group; Chairman, NM Capital and Advisers International; Chairman, 100 (B)
Chairman Chief Executive Officer and President, John Hancock Funds, 100 (C)
Signature Services, First Signature Bank and Trust Company, and 100 (D)
SAMCorp.; Director, John Hancock Freedom Securities Corporation, 100 (E)
Insurance Agency, Inc., John Hancock Capital Corporation and New
England/Canada Business Council; Member, Investment Company
Institute Board of Governors; Director, Asia Strategic Growth Fund,
Inc.; Trustee, Museum of Science; Vice Chairman and President, the
Adviser (until July 1992); Chairman, John Hancock Distributors,
Inc. (until April, 1994) and Trustee and Chairman of 67 funds
managed by the Adviser.
*Anne C. Hodsdon President, Chief Operating Officer and Director, the Adviser; -- (A)
(Age 43) Director, The Berkeley Group, John Hancock Funds, Signature -- (B)
President Services (since October 1996); Director, Advisers International; -- (C)
Executive Vice President, the Adviser (until December 1994); Senior -- (D)
Vice President, the Adviser (until December 1993); Trustee and -- (E)
President of 67 funds managed by the Adviser.
Steven R. Pruchansky Director and President, Mast Holdings, Inc. (since 1991); 116 (A)
(Age 52) Director, First Signature Bank & Trust Company (until August 200 (B)
Trustee 1991); Director, Mast Realty Trust (until 1994); President, 100 (C)
Maxwell Building Corp. (until 1991) and Trustee of 32 funds 425 (D)(4)
managed by the Adviser. 390 (E)(5)
Norman H. Smith Lieutenant General, United States Marine Corps; Deputy Chief of 228 (A)
(Age 63) Staff for Manpower and Reserve Affairs, Headquarters Marine Corps; 369 (B)
Trustee Commanding General III Marine Expeditionary Force/3rd Marine 249 (C)
Division (retired 1991) and Trustee of 32 funds managed by the 562 (D)
Adviser. 199 (E)
<PAGE>
<CAPTION>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION OR INDIRECTLY, ON
WITH THE FUNDS DURING THE PAST FIVE YEARS JANUARY 9, 1997(1)(2)
------------------------------ -------------------------- -------------------------
TERM TO EXPIRE IN 1999
<S> <C> <C>
James F. Carlin Chairman and CEO, Carlin Consolidated, Inc. (management/ 2,363 (A)(6)
(Age 56) investments); Director, Arbella Mutual Insurance Company 1,200 (B)
Trustee (insurance), Consolidated Group Trust (insurance administration), 1,000 (C)
Carlin Insurance Agency, Inc., West Insurance Agency, Inc. (until 100 (D)
May 1995) Uno Restaurant Corp.; Chairman, Massachusetts Board of 100 (E)
Higher Education (since 1995); Receiver, the City of Chelsea (until
August 1992) and Trustee of 32 funds managed by the Adviser.
William H. Cunningham Chancellor, University of Texas System and former President of the -- (A)
(Age 53) University of Texas, Austin, Texas; Lee Hage and Joseph D. Jamail -- (B)
Trustee Regents Chair of Free Enterprise; Director, LaQuinta Motor Inns, -- (C)
Inc. (hotel management company); Director, Jefferson-Pilot -- (D)
Corporation (diversified life insurance company) and LBJ -- (E)
Foundation Board (education foundation); Advisory Director, Texas
Commerce Bank -- Austin and Trustee of 32 funds managed by the
Adviser.
Charles F. Fretz Retired; self employed; Former Vice President and Director, 100 (A)
(Age 68) Towers, Perrin, Foster & Crosby, Inc. (international management 100 (B)
Trustee consultants) (1952-1985) and Trustee of 32 funds managed by the 100 (C)
Adviser. 100 (D)
-- (E)
Harold R. Hiser, Jr. (3) Executive Vice President, Schering-Plough Corporation 2,878 (A)
(Age 65) (pharmaceuticals) (retired 1996); Director, ReCapital Corporation -- (B)
Trustee (reinsurance) (until 1995) and Trustee of 32 funds managed by the -- (C)
Adviser. -- (D)
-- (E)
John P. Toolan Director, The Smith Barney Muni Bond Funds, The Smith Barney Tax- 100 (A)
(Age 66) Free Money Funds, 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) (retired 1991); Senior Executive Vice
President, Director and member of the Executive Committee, Smith
Barney, Harris Upham & Co., Incorporated (investment bankers)
(until 1991) and Trustee of 32 funds managed by the Adviser.
<PAGE>
<CAPTION>
COMMON SHARES OWNED
BENEFICIALLY, DIRECTLY
OR INDIRECTLY, ON
JANUARY 9, 1997(1)(2)
----------------------
<S> <C>
6,592 (A)
2,481 (B)
1,926 (C)
All Trustees and executive officers of 2,768 (D)
the Funds as a group 1,178 (E)
<FN>
- ----------
(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 9, 1997.
(3) Trustee representing the holders of the Preferred Shares.
(4) Includes 125 common shares of Global Dividend held by Mr. Pruchansky's spouse.
(5) Includes 115 common shares of Preferred Dividend held by Mr. Pruchansky's spouse.
(6) Includes 100 common shares of Premium Dividend I held by Mr. Carlin's spouse, and 2,163 common shares held by
Carlin Consolidated, Inc.
</FN>
</TABLE>
Each Board of Trustees held five meetings during their Fund's 1996 fiscal
year. No Trustee of any Fund with the exception of Mr. Scipione, with respect to
Select Dividend, Global Dividend and Preferred Dividend, 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 1996 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
1996 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' 1996 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: Timothy E. Keefe, September 4, 1996 and Douglas M.
Costle, May 7, 1996.
EXECUTIVE OFFICERS
In addition to the Chairman (Mr. Boudreau) and President (Ms. Hodsdon), 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 the Stock Purchase Transaction between the
Advisers 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 each of the John Hancock
(Age 58) funds; Director, the Adviser, Advisers International, John Hancock Funds, Signature
Vice Chairman Services, SAMCorp., Insurance Agency, Inc., Southeastern Thrift & Bank Fund and NM
Capital; Senior Vice President, The Berkeley Group; President, the Adviser
(until December 1994).
James B. Little Senior Vice President and Chief Financial Officer, each of the John Hancock funds; Senior
(Age 61) Vice President, the Adviser, The Berkeley Group, John Hancock Funds and Signature
Senior Vice President and Services.
Chief Financial Officer
Susan S. Newton Vice President and Secretary, each of the John Hancock funds; Vice President, the
(Age 46) Adviser, John Hancock Funds, Signature Services and The Berkeley Group.
Vice President and Secretary
John A. Morin Vice President and Secretary of the Adviser, John Hancock Funds and The Berkeley Group;
(Age 46) Vice President, Secretary and Compliance Officer of Signature Services; Secretary of
Vice President SAMCorp, Insurance Agency, Inc. and NM Capital; Counsel, John Hancock Mutual Life
Insurance Company (until January 1996).
James J. Stokowski Vice President and Treasurer, each of the John Hancock funds and Vice President, the
(Age 50) Adviser.
Vice President and Treasurer
Thomas H. Connors Second Vice President, Assistant Secretary and Compliance Officer, each of the John
(Age 37) Hancock funds; Second Vice President, the Adviser; Associate Lawyer, LeBoeuf, Lamb, Leiby
Second Vice President and & MacRae (until January 1992).
Compliance Officer
</TABLE>
<PAGE>
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, Ms. Hodsdon and
Messrs. Boudreau and Scipione, 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.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
----------------------------------------------------------------- FROM ALL FUNDS
PREMIUM PREMIUM SELECT GLOBAL PREFERRED IN JOHN HANCOCK FUND
INDEPENDENT TRUSTEES DIVIDEND I DIVIDEND II DIVIDEND DIVIDEND DIVIDEND COMPLEX TO TRUSTEES*
- -------------------- ---------- ----------- -------- -------- -------- --------------------
<S> <C> <C> <C> <C> <C> <C>
James F. Carlin $ 2,295 $ 2,201 $ 2,578 $ 2,028 $ 1,651 $ 74,250
William H. Cunningham** 3,003 4,011 3,260 2,563 2,080 74,250
Charles F. Fretz 2,276 3,040 2,440 1,918 1,556 74,500
Harold R. Hiser, Jr.** 2,168 2,895 2,557 2,012 1,637 70,250
Charles L. Ladner 2,276 3,040 2,440 1,918 1,556 74,500
Leo E. Linbeck, Jr. 3,003 4,011 3,260 2,563 2,080 74,250
Patricia P. McCarter** 2,276 3,040 2,440 1,918 1,556 74,250
Steven R. Pruchansky** 2,339 3,124 2,486 1,954 1,572 77,500
Norman H. Smith** 2,339 3,124 2,486 1,954 1,572 77,500
John P. Toolan** 2,268 3,030 2,432 1,912 1,551 74,250
------- ------- ------- ------- ------- --------
Totals $24,243 $31,516 $26,379 $20,740 $16,811 $745,500
<FN>
- ----------
(*) The total compensation paid by the John Hancock Fund Complex to the Independent Trustees was $745,500 for the
calendar year ended December 31, 1996.
(**) As of December 31, 1996, the value of the aggregate accrued deferred compensation amount from all funds in the
John Hancock fund complex for Mr. Cunningham was $131,741, for Mr. Hiser was $90,972, for Ms. McCarter was
$67,548, for Mr. Pruchansky was $28,731, for Mr. Smith was $32,314 and for Mr. Toolan was $163,385 under the
John Hancock Deferred Compensation Plan for Independent Trustees ("the "Plan").
Under the Plan, an Independent Trustee may elect to have his deferred fees invested by a Fund in shares of one
or more funds in the John Hancock Fund Complex, and the amount paid to the Trustees under the Plan will be
determined based upon the performance of such investments. Deferral of Trustees" fees does not obligate any
Fund to retain the services of any Trustee of obligate any Fund to pay any particular level of compensation to
the Trustee.
</FN>
</TABLE>
<PAGE>
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 Deloitte & Touche, LLP ("Deloitte & Touche") to act as independent
public accountants for the Funds for each Fund's 1997 fiscal year. The Funds'
current fiscal year ends are: Premium Dividend I -- September 30, 1997; Premium
Dividend II -- October 31, 1997; Select Dividend -- June 30, 1997; Global
Dividend -- July 31, 1997; and Preferred Dividend -- May 31, 1997.
Deloitte & Touche 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
Deloitte & Touche is expected to be present at the Meeting, will have the
opportunity to make a statement if he or she desires to do so and will be
available to respond to appropriate questions relating to the examination of the
Funds' financial statements.
Arthur Andersen, LLP ("Arthur Andersen") served as the independent public
accountants for the Funds for each Fund's 1996 fiscal year. On November 19,
1996, each of the Funds engaged Deloitte & Touche as its independent public
accountants for the Funds' 1997 fiscal years and dismissed Arthur Andersen from
such position effective April 15, 1997. The decision to change accountants was
recommended by each Fund's Audit Committee and approved by each Fund's Board.
The reports of Arthur Andersen on the Fund's financial statements for the 1995
and 1996 fiscal years did not contain any adverse opinion, disclaimer of opinion
or qualification or modification as to uncertainty, audit scope or accounting
principles.
During the Fund's 1995 and 1996 fiscal years and the subsequent interim
period immediately preceding the date of this change in accountants, no Fund had
any disagreement with Arthur Andersen on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of Arthur Andersen, would
have caused Arthur Andersen to make a reference to the subject matter of the
disagreement in connection with its reports on the financial statements of the
Funds.
The Boards of Trustees, including all the Independent Trustees, unanimously
recommend that shareholders ratify the selection of Deloitte & Touche 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 Deloitte & Touche as such Fund's independent public
accountants for that Fund's 1997 fiscal year.
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at a Fund's annual
meeting to be held in 1998 must be received by the Fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than November 6, 1997 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.
While, as noted above, both of the proposals in this proxy statement are
routine, for non-routine matters, brokers that are member organizations of the
New York Stock Exchange may, pursuant to a rule of the New York Stock Exchange,
vote Preferred Shares for which they have not received voting instructions in
proportion to Preferred Shares for which they have received voting instructions.
With respect to each Proposal, a broker may only vote Preferred Shares
proportionally if (i) a minimum of 30% of the outstanding Preferred Shares of
the Fund have been voted, (ii) less than 10% of the outstanding Preferred Shares
of the Fund voted against the proposal, (iii) with respect to Proposal 2 only,
the shareholders of the Common Shares of the Fund have approved the Proposal and
(iv) a majority of the Independent Trustees of the Fund have approved the
Proposal. At a meeting held on November 19, 1996, a majority of the Independent
Trustees of each Fund approved both of the Proposals being submitted to
shareholders at the Meeting. Preferred Shares voted proportionally by brokers
will be counted as present and entitled to vote at the Meeting for purposes of
establishing a quorum.
In the event that at the time any session of any 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 or her 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 24, 1997
<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., James B. Little and Susan S. Newton, 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 6, 1997 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 Richard S. Scipione 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 Deloitte & Touche, LLP as independent public
accountants.
[] FOR [] AGAINST [] ABSTAIN
<PAGE>
Specify desired action by check marks in the appropriate space. This Proxy
will be voted as specified. If no specification is made, the Proxy will be voted
for the nominee 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 ------------------------------------------- ,1997
------------------------------------------------------
------------------------------------------------------
Signature(s) of Shareholder(s)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
P2PXC 1/97
<PAGE>
--------------------------------
JOHN HANCOCK
--------------------------------
PATRIOT PREMIUM DIVIDEND FUND II
1. To elect the following nominees to serve as Trustees of the Fund.
Charles L. Ladner, Leo E. Linbeck, Jr.,
and Patricia P. McCarter
For Withhold For All Except
____ ____ ____
| | | | | |
---- ---- ----
NOTE: If you do not wish your shares voted "FOR" a particular nominee, mark the
"FOR ALL EXCEPT" box and strike a line through the nominee(s) name(s). Your
shares will be voted for the remaining nominee(s).
2. To ratify the selection of Deloitte & Touche LLP as independent public
accountants.
For Against Abstain
____ ____ ____
| | | | | |
---- ---- ----
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES.
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.
Mark box at right if an address change has been noted on the reverse side of
this card. ____
| |
----
RECORD DATE SHARES:
-------------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
______Shareholder sign here____________________________Co-owner sign here_______
<PAGE>
PROXY
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., James B. Little and Susan S. Newton, 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 6, 1997, 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 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 REVERSE AND RETURN PROMPTLY IN THE 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 YOU ADDRESS CHANGED?
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