SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
- -------------------------------------------------------------------------------
STATE STREET RESEARCH PORTFOLIOS, INC.
(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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
----------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
----------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11. (Set forth the amount on which the
filing fee is calculated and state how it was determined):
----------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------------------
5) Total fee paid:
----------------------------------------------------------------------
[ ] Fee paid previously with preliminary 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:
----------------------------------------------------------------------
4) Date Filed:
<PAGE>
[Graphic: State Street Research logo]
STATE STREET RESEARCH INTERNATIONAL EQUITY FUND
a series of
State Street Research Portfolios, Inc.
One Financial Center
Boston, Massachusetts 02111-2690
-------------------------------------------------------
NOTICE OF ADJOURNED SPECIAL MEETING
OF SHAREHOLDERS
To Be Held on September 22, 1999
-------------------------------------------------------
An Adjourned Special Meeting of Shareholders of State Street Research
International Equity Fund, a series of State Street Research Portfolios, Inc.
(the "Fund"), will be held at the offices of State Street Research Portfolios,
Inc., a Maryland corporation (the "Company"), One Financial Center, Boston,
Massachusetts 02111 on Wednesday, September 22, 1999 at 4:00 p.m. local time
(the "Meeting") for the following purposes:
1. To consider and act upon an Agreement and Plan of Reorganization and
Liquidation providing for the transfer of the assets of the Fund (subject to
certain of its liabilities) to State Street Research International Equity Fund,
a series of State Street Research Financial Trust (the "Acquiring Fund") in
exchange for Class A, Class B(1), Class B, Class C and Class S shares of the
Acquiring Fund, the distribution of such shares to shareholders of the Fund and
the subsequent liquidation of the Fund.
2. To consider and act upon any matter incidental to the foregoing and to
transact such other business as may properly come before the Meeting and any
adjournments thereof.
The close of business on June 28, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting and any further adjournments thereof. The number of shares issued and
outstanding as of the record date was as follows: Class A, 1,667,056; Class B,
1,661,421; Class B(1) 130,411; Class C, 1,111,601; and Class S, 161,109.
This September 22, 1999 session is an adjournment of the Special Meeting of
Shareholders originally scheduled for May 14, 1999.
The agenda for the adjourned Meeting only includes Proposal 1 as set forth
above and in the Proxy Statement for the original meeting. Proposal 1 relates to
the reorganization of the Fund. All the other proposals described in the Proxy
Statement have been approved.
<PAGE>
The original meeting has been adjourned to allow more time to obtain votes
on Proposal 1, which requires a larger number of votes than required and
received to approve the other proposals.
- --------------------------------------------------------------------------------
For Shareholders and Savings Plan Participants Who Have Already Voted
-------------
- --------------------------------------------------------------------------------
No further action is required if you have already voted the shares you were
entitled to vote previously. In that case, there is no Proxy Statement or proxy
form enclosed for voting, and this Notice is provided merely for your
information to keep you apprised of the adjournment.
- --------------------------------------------------------------------------------
For Shareholders and Savings Plan Participants Who Have
Shares That Have Not Been Voted
--------------
- --------------------------------------------------------------------------------
If you have shares that have not been voted, a proxy form is enclosed. We
need your vote on Proposal 1.
----------------------
A copy of the Proxy Statement for the original shareholder meeting held on
May 14, 1999 is enclosed. The Proxy Statement contains a complete explanation of
Proposal 1. Only Proposal 1 is now being considered; all the other proposals
have been approved.
Vote by phone
-------------
You may vote by telephone
o Through fully automated touch-tone voting
or
o Verbally, with a telephone representative.
If telephone voting is available for your account, toll-free telephone
numbers are printed on the enclosed proxy form. You may vote by touch-tone phone
7 days a week, 24 hours a day. Or, if you wish to vote verbally with a telephone
representative, please call the appropriate toll-free number Monday through
Friday between the hours of 9 a.m. and 6 p.m. Eastern time.
Vote by mail
------------
Mark your vote on the enclosed proxy form, sign it, and return it in the
postage paid return envelope provided.
You may receive a call from State Street Research asking you to vote if you
have not done so. If you receive a call, you may give your vote at that moment,
if you wish, so you may want to keep the Proxy Statement handy for reference.
Please take time to vote now so your Fund can take action on remaining
Proposal 1. Thank you.
<PAGE>
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. PLEASE COMPLETE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. CERTAIN
SHAREHOLDERS MAY ALSO VOTE BY TELEPHONE; PLEASE SEE PAGES 3 AND 4 OF THE PROXY
STATEMENT FOR DETAILS. IF YOU DESIRE TO VOTE IN PERSON AT THE MEETING, YOU MAY
REVOKE YOUR PROXY.
By Order of the Directors
FRANCIS J. McNAMARA, III
Secretary
July 14, 1999
Date of Notice of Adjourned Meeting
<PAGE>
IE-028G-0799A
<PAGE>
[Graphic: State Street Research logo]
STATE STREET RESEARCH INTERNATIONAL EQUITY FUND
a series of
State Street Research Portfolios, Inc.
One Financial Center
Boston, Massachusetts 02111-2690
-------------------------------------------------------
NOTICE OF ADJOURNED SPECIAL MEETING
OF SHAREHOLDERS
To Be Held on September 22, 1999
-------------------------------------------------------
An Adjourned Special Meeting of Shareholders of State Street Research
International Equity Fund, a series of State Street Research Portfolios, Inc.
(the "Fund"), will be held at the offices of State Street Research Portfolios,
Inc., a Maryland corporation (the "Company"), One Financial Center, Boston,
Massachusetts 02111 on Wednesday, September 22, 1999 at 4:00 p.m. local time
(the "Meeting") for the following purposes:
1. To consider and act upon an Agreement and Plan of Reorganization and
Liquidation providing for the transfer of the assets of the Fund (subject to
certain of its liabilities) to State Street Research International Equity Fund,
a series of State Street Research Financial Trust (the "Acquiring Fund") in
exchange for Class A, Class B(1), Class B, Class C and Class S shares of the
Acquiring Fund, the distribution of such shares to shareholders of the Fund and
the subsequent liquidation of the Fund.
2. To consider and act upon any matter incidental to the foregoing and to
transact such other business as may properly come before the Meeting and any
adjournments thereof.
The close of business on June 28, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting and any further adjournments thereof. The number of shares issued and
outstanding as of the record date was as follows: Class A, 1,667,056; Class B,
1,661,421; Class B(1) 130,411; Class C, 1,111,601; and Class S, 161,109.
This September 22, 1999 session is an adjournment of the Special Meeting of
Shareholders originally scheduled for May 14, 1999.
The agenda for the adjourned Meeting only includes Proposal 1 as set forth
above and in the Proxy Statement for the original meeting. Proposal 1 relates to
the reorganization of the Fund. All the other proposals described in the Proxy
Statement have been approved.
<PAGE>
The original meeting has been adjourned to allow more time to obtain votes
on Proposal 1, which requires a larger number of votes than required and
received to approve the other proposals.
- --------------------------------------------------------------------------------
For Shareholders and Savings Plan Participants Who Have Already Voted
-------------
- --------------------------------------------------------------------------------
No further action is required regarding the shares you have already voted.
Another proxy form is enclosed to cover the additional shares acquired since the
prior solicitation. Please vote them, too. See below.
- --------------------------------------------------------------------------------
For Shareholders and Savings Plan Participants Who Have
Shares That Have Not Been Voted
--------------
- --------------------------------------------------------------------------------
If you have shares that have not been voted, a proxy form is enclosed. We
need your vote on Proposal 1. Your vote will also cover additional shares
acquired since the prior solicitation.
----------------------
A copy of the Proxy Statement for the original shareholder meeting held on
May 14, 1999 is enclosed. The Proxy Statement contains a complete explanation of
Proposal 1. Only Proposal 1 is now being considered; all the other proposals
have been approved.
Vote by phone
-------------
You may vote by telephone
o Through fully automated touch-tone voting
or
o Verbally, with a telephone representative.
If telephone voting is available for your account, toll-free telephone
numbers are printed on the enclosed proxy form. You may vote by touch-tone phone
7 days a week, 24 hours a day. Or, if you wish to vote verbally with a telephone
representative, please call the appropriate toll-free number Monday through
Friday between the hours of 9 a.m. and 6 p.m. Eastern time.
Vote by mail
------------
Mark your vote on the enclosed proxy form, sign it, and return it in the
postage paid return envelope provided.
You may receive a call from State Street Research asking you to vote if you
have not done so. If you receive a call, you may give your vote at that moment,
if you wish, so you may want to keep the Proxy Statement handy for reference.
Please take time to vote now so your Fund can take action on remaining
Proposal 1. Thank you.
<PAGE>
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. PLEASE COMPLETE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. CERTAIN
SHAREHOLDERS MAY ALSO VOTE BY TELEPHONE; PLEASE SEE PAGES 3 AND 4 OF THE PROXY
STATEMENT FOR DETAILS. IF YOU DESIRE TO VOTE IN PERSON AT THE MEETING, YOU MAY
REVOKE YOUR PROXY.
By Order of the Directors
FRANCIS J. McNAMARA, III
Secretary
July 14, 1999
Date of Notice of Adjourned Meeting
<PAGE>
IE-028G-0799B
<PAGE>
[Graphic: State Street Research logo]
STATE STREET RESEARCH INTERNATIONAL EQUITY FUND
a series of
State Street Research Portfolios, Inc.
One Financial Center
Boston, Massachusetts 02111-2690
-------------------------------------------------------
NOTICE OF ADJOURNED SPECIAL MEETING
OF SHAREHOLDERS
To Be Held on September 22, 1999
-------------------------------------------------------
An Adjourned Special Meeting of Shareholders of State Street Research
International Equity Fund, a series of State Street Research Portfolios, Inc.
(the "Fund"), will be held at the offices of State Street Research Portfolios,
Inc., a Maryland corporation (the "Company"), One Financial Center, Boston,
Massachusetts 02111 on Wednesday, September 22, 1999 at 4:00 p.m. local time
(the "Meeting") for the following purposes:
1. To consider and act upon an Agreement and Plan of Reorganization and
Liquidation providing for the transfer of the assets of the Fund (subject to
certain of its liabilities) to State Street Research International Equity Fund,
a series of State Street Research Financial Trust (the "Acquiring Fund") in
exchange for Class A, Class B(1), Class B, Class C and Class S shares of the
Acquiring Fund, the distribution of such shares to shareholders of the Fund and
the subsequent liquidation of the Fund.
2. To consider and act upon any matter incidental to the foregoing and to
transact such other business as may properly come before the Meeting and any
adjournments thereof.
The close of business on June 28, 1999 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting and any further adjournments thereof. The number of shares issued and
outstanding as of the record date was as follows: Class A, 1,667,056; Class B,
1,661,421; Class B(1) 130,411; Class C, 1,111,601; and Class S, 161,109.
This September 22, 1999 session is an adjournment of the Special Meeting of
Shareholders originally scheduled for May 14, 1999.
The agenda for the adjourned Meeting only includes Proposal 1 as set forth
above and in the Proxy Statement for the original meeting. Proposal 1 relates to
the reorganization of the Fund. All the other proposals described in the Proxy
Statement have been approved.
<PAGE>
The original meeting has been adjourned to allow more time to obtain votes
on Proposal 1, which requires a larger number of votes than required and
received to approve the other proposals.
A copy of the Proxy Statement for the original shareholder meeting held on
May 14, 1999 is enclosed. The Proxy Statement contains a complete explanation of
Proposal 1. Only Proposal 1 is now being considered; all the other proposals
have been approved.
Vote by phone
-------------
You may vote by telephone
o Through fully automated touch-tone voting
or
o Verbally, with a telephone representative.
If telephone voting is available for your account, toll-free telephone
numbers are printed on the enclosed proxy form. You may vote by touch-tone phone
7 days a week, 24 hours a day. Or, if you wish to vote verbally with a telephone
representative, please call the appropriate toll-free number Monday through
Friday between the hours of 9 a.m. and 6 p.m. Eastern time.
Vote by mail
------------
Mark your vote on the enclosed proxy form, sign it, and return it in the
postage paid return envelope provided.
You may receive a call from State Street Research asking you to vote. If
you receive a call, you may give your vote at that moment, if you wish, so you
may want to keep the Proxy Statement handy for reference.
Please take time to vote now so your Fund can take action on remaining
Proposal 1. Thank you.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU EXPECT TO BE PRESENT AT THE MEETING. PLEASE COMPLETE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. CERTAIN
SHAREHOLDERS MAY ALSO VOTE BY TELEPHONE; PLEASE SEE PAGES 3 AND 4 OF THE PROXY
STATEMENT FOR DETAILS. IF YOU DESIRE TO VOTE IN PERSON AT THE MEETING, YOU MAY
REVOKE YOUR PROXY.
By Order of the Directors
FRANCIS J. McNAMARA, III
Secretary
July 14, 1999
Date of Notice of Adjourned Meeting
IE-028G-0799C
<PAGE>
For Faster, More Convenient Voting
Use the Phone
Option 1: Automated Touch Tone Voting: Call toll-free 1-888-221-0697
Option 2: Telephone Rep. Assisted Voting: Call toll-free 1-877-392-4944
Control Number:
Vote this proxy card TODAY! Your prompt response will save your fund the expense
of additional mailings.
STATE STREET RESEARCH INTERNATIONAL EQUITY FUND
Special Meeting of Shareholders - September 22, 1999
The undersigned hereby appoints Ralph F. Verni, Francis J. McNamara,
III and Darman A. Wing, and each of them, as proxies with full power of
substitution to act for and vote on behalf of the undersigned all shares of the
above Fund indicated on this proxy, which the undersigned would be entitled to
vote if personally present at the Special Meeting of Shareholders to be held at
the principal offices of the Fund, One Financial Center, 31st Floor, Boston,
Massachusetts 02111, at 4:00 p.m. on September 22, 1999, or at any adjournments
thereof, on the item described on the other side of this form, as set forth in
the Notice of Adjourned Special Meeting of Shareholders dated July 14, 1999 and
the accompanying Proxy Statement dated February 22, 1999, receipt of which is
acknowledged by the undersigned. PLEASE INDICATE ANY CHANGE OF ADDRESS BELOW.
This proxy may be revoked at any time prior to the exercise of the powers
conferred thereby. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
IF NOT VOTING BY PHONE, IT IS IMPORTANT THAT THIS PROXY BE SIGNED AND
RETURNED IN THE ENCLOSED ENVELOPE.
DATE: ____________________________, 1999
NOTE: Please date and sign exactly as name or names appear hereon and
return in the enclosed envelope which requires no postage. When signing as
attorney, executor, trustee, guardian or officer of a corporation, please give
title as such.
- --------------------------------------------------------------------------------
| |
- --------------------------------------------------------------------------------
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
CONTINUED ON REVERSE SIDE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
<PAGE>
- --------------------------------------------------------------------------------
PLEASE DETACH AND RETURN BOTTOM PORTION
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please vote by filling in the boxes below.
If a choice is specified for the proposal, this proxy will be voted as
indicated. IF NO CHOICE IS SPECIFIED, THIS PROXY WILL BE VOTED FOR THE
PROPOSAL. In their discretion the proxies are authorized to vote upon such other
business as may properly come before the Meeting. The Board of Directors
recommends a vote FOR the proposal.
1. To approve an Agreement and Plan of Reorganization and Liquidation
between the Fund and State Street Research International Equity
Fund, a newly-created series of State Street Research Financial Trust.
[ ] For [ ] Against [ ] Abstain
I PLAN TO ATTEND
THE MEETING YES [ ] NO [ ]
PLEASE SIGN ON REVERSE SIDE
<PAGE>
PROPOSED TELEPHONE SCRIPT
STATE STREET RESEARCH INTERNATIONAL EQUITY FUND
Adjourned Special Meeting of Shareholders
September 22, 1999
THIS IS [NAME OF CALLER]_________________________________ CALLING ON BEHALF OF
YOUR STATE STREET RESEARCH INTERNATIONAL EQUITY FUND.
MR/MRS. ______________________________ AS OF YET WE HAVE NOT RECEIVED YOUR VOTED
PROXY. SINCE A NEW PROXY AND PROXY STATEMENT HAVE JUST BEEN MAILED TO YOU, WE
ARE HOPING THAT YOU WOULD LIKE TO TAKE THIS OPPORTUNITY TO VOTE YOUR PROXY OVER
THE PHONE.
[IF THE SHAREHOLDER WISHES TO VOTE]
GREAT , MR/MRS. ___________________ ONLY PROPOSAL NUMBER ONE IS STILL OPEN FOR A
VOTE. PROPOSAL NUMBER ONE RELATES TO THE REORGANIZATION OF THE FUND. WOULD YOU
LIKE TO VOTE TO APPROVE A PLAN TO REORGANIZE THE FUND INTO A NEW SERIES OF STATE
STREET RESEARCH FINANCIAL TRUST, AS DESCRIBED IN THE PROXY STATEMENT?
THANK YOU FOR VOTING YOUR PROXY. THERE IS NO NEED TO RETURN YOUR PROXY CARD
UNLESS YOU WISH TO CHANGE YOUR VOTE.
[IF THE SHAREHOLDER DECLINES TO VOTE]
THANK YOU FOR YOUR TIME AND HAVE A GOOD DAY.
