<PAGE>
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))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Nuveen New Jersey Premium Income Municipal Fund, 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] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
DECEMBER 14, 1995
October 27, 1995
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of
Nuveen Florida Investment Quality Municipal Fund, Nuveen Florida Quality
Income Municipal Fund, Nuveen Insured Florida Premium Income Municipal Fund,
Nuveen Pennsylvania Investment Quality Municipal Fund and Nuveen Pennsylvania
Premium Income Municipal Fund 2, each a Massachusetts business trust, and
Nuveen New Jersey Investment Quality Municipal Fund, Inc. and Nuveen New
Jersey Premium Income Municipal Fund, Inc., each a Minnesota corporation
(individually, a "Fund" and, collectively, the "Funds"), will be held in the
31st floor conference room of John Nuveen & Co. Incorporated, 333 West Wacker
Drive, Chicago, Illinois, on Thursday, December 14, 1995, at 10:00 a.m.,
Chicago time, for the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:
1. To elect four (4) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified.
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending June 30, 1996.
3. To transact such other business as may properly come before the
Annual Meeting.
MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF SHARES OF MUNICIPAL AUCTION
RATE CUMULATIVE PREFERRED ONLY:
To elect two (2) Board Members to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.
Shareholders of record of each Fund at the close of business on October 16,
1995 are entitled to notice of and to vote at that Fund's Annual Meeting.
IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN
THE UNITED STATES.
James J. Wesolowski
Secretary
<PAGE>
NUVEEN FLORIDA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN FLORIDA QUALITY INCOME MUNICIPAL FUND
NUVEEN INSURED FLORIDA PREMIUM INCOME MUNICIPAL FUND
NUVEEN PENNSYLVANIA INVESTMENT QUALITY MUNICIPAL FUND
NUVEEN PENNSYLVANIA PREMIUM INCOME MUNICIPAL FUND 2
NUVEEN NEW JERSEY INVESTMENT QUALITY MUNICIPAL FUND, INC.
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
JOINT PROXY STATEMENT
October 27, 1995
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation
by the Board of Directors or Board of Trustees, as the case may be, (each a
"Board" and each director or trustee a "Board Member") of each of Nuveen
Florida Investment Quality Municipal Fund ("Florida Investment"), Nuveen
Florida Quality Income Municipal Fund ("Florida Quality"), Nuveen Insured
Florida Premium Income Municipal Fund ("Insured Florida"), Nuveen Pennsylvania
Investment Quality Municipal Fund ("Pennsylvania Investment"), Nuveen
Pennsylvania Premium Income Municipal Fund 2 ("Pennsylvania Premium"), Nuveen
New Jersey Investment Quality Municipal Fund, Inc. ("New Jersey Investment")
and Nuveen New Jersey Premium Income Municipal Fund, Inc. ("New Jersey
Premium") (individually, a "Fund" and, collectively, the "Funds"), of proxies
to be voted at the Annual Meeting of Shareholders of each Fund to be held on
December 14, 1995 (for each Fund, an "Annual Meeting" and, collectively, the
"Annual Meetings"), and at any and all adjournments thereof. The cost of
preparing, printing and mailing the enclosed proxy, accompanying notice and
proxy statement, and all other costs in connection with the solicitation of
proxies, will be paid by the Funds pro rata based on the number of shareholder
accounts. Additional solicitation may be made by letter, telephone or telegraph
by officers of each Fund, by officers or employees of John Nuveen & Co.
Incorporated or Nuveen Advisory Corp., or by dealers and their representatives.
The Funds have engaged Tritech Services to assist in the solicitation of
proxies at a total estimated cost of $ . EACH FUND WILL FURNISH, WITHOUT
CHARGE, A COPY OF ITS JUNE 30, 1995 ANNUAL REPORT UPON REQUEST. SUCH WRITTEN OR
ORAL REQUEST SHOULD BE DIRECTED TO SUCH FUND AT 333 WEST WACKER DRIVE, CHICAGO,
ILLINOIS 60606 OR BY CALLING 1-800-257-8787.
On the matters coming before each Fund's Annual Meeting as to which a choice
has been specified by the shareholders of that Fund on the proxy, the shares of
that Fund will be voted accordingly. If no choice is so specified, the shares
of
1
<PAGE>
each Fund will be voted FOR the election of the four Board nominees to be
elected by all shareholders and the two Board nominees to be elected by holders
of Municipal Auction Rate Cumulative Preferred ("MuniPreferred(R)"), as listed
in this Joint Proxy Statement, and FOR ratification of the selection of Ernst &
Young LLP as each Fund's independent auditors. Shareholders of any Fund who
execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending that Annual Meeting and voting in
person.
The Board of each Fund has determined that the use of this Joint Proxy
Statement for each Fund's Annual Meeting is in the best interest of each Fund
and its shareholders in light of the similar matters being considered and voted
on by the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders
of one Fund will not affect the vote on the proposal by the shareholders of
another Fund. For convenience, the common shares or common stock, as the case
may be, of each Fund shall be referred to in this Joint Proxy Statement as
Common Shares.
The following table indicates which shareholders are solicited with respect
to each matter:
<TABLE>
<CAPTION>
COMMON
MATTER SHARES MUNIPREFERRED
- ------------------------------------------------------------------------------------
<S> <C> <C>
Election of Board Members by all Share-
holders
(Ms. Impellizzeri and Messrs. Franke,
Brown and Sawers nominated) X X
- ------------------------------------------------------------------------------------
Election of Board Members by MuniPreferred
only (Mrs. Rosenheim and Mr.
Schwertfeger nominated) X
- ------------------------------------------------------------------------------------
Ratify Selection of Auditors X X
</TABLE>
A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred, 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy
will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of election will determine whether or not a
quorum is present at the Annual Meeting. The inspectors of election will treat
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees,
typically in "street name," as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) as
present for purposes of determining a quorum.
2
<PAGE>
For purposes of determining the approval of the matters submitted for a vote
of the shareholders of each Fund other than New Jersey Investment and New
Jersey Premium, abstentions and broker non-votes will have no effect on the
election of Board Members (the six nominees receiving the largest number of
votes will be elected) and will be treated as shares voted against ratification
of the selection of independent auditors. For purposes of determining the
approval of the matters submitted for a vote of the shareholders of New Jersey
Investment and New Jersey Premium, abstentions and broker non-votes will be
treated as shares voted against the election of Board Members and against
ratification of the selection of independent auditors. The details of each
proposal to be voted on by the shareholders of each Fund and the vote required
for approval of each proposal are set forth under the description of each
proposal below.
As of October 16, 1995, there were issued and outstanding: Common
Shares and 2,200 shares of each series of MuniPreferred, Series T and F of
Florida Investment; Common Shares and 1,700 shares of each series of
MuniPreferred, Series M and TH and 800 shares of MuniPreferred, Series F of
Florida Quality; Common Shares and 1,640 shares of MuniPreferred, Series W
and 2,800 shares of MuniPreferred, Series TH of Insured Florida;
Common Shares and 2,400 shares of MuniPreferred, Series W and 2,000 shares of
MuniPreferred, Series TH of Pennsylvania Investment; Common Shares
and 844 shares of MuniPreferred, Series M, 2,080 shares of MuniPreferred,
Series TH and 1,800 shares of MuniPreferred, Series F of Pennsylvania Premium;
Common Shares and 3,200 shares of MuniPreferred, Series M and 2,000
shares of MuniPreferred, Series TH of New Jersey Investment; and Common
Shares, and 624 shares of MuniPreferred, Series T, 1,440 shares of
MuniPreferred, Series W and 1,600 shares of MuniPreferred, Series TH of New
Jersey Premium. Those persons who were shareholders of record at the close of
business on October 16, 1995 will be entitled to one vote for each share held.
This Joint Proxy Statement is first being mailed to shareholders of the Funds
on or about October 27, 1995.
1. ELECTION OF BOARD MEMBERS OF EACH FUND
At each Fund's Annual Meeting, six (6) Board Members are to be elected to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified. Under the terms of each Fund's organizational
documents, under normal circumstances holders of MuniPreferred are entitled to
elect two (2) Board Members, and the remaining Board Members are to be elected
by holders of Common Shares and MuniPreferred, voting together as a single
class. The members of the Board and the nominees for election to the Board are
the same for each Fund. Table I below shows the nominated Board Members of each
Fund to be elected by holders of Common Shares and MuniPreferred, voting
together as a single class. Table II below shows the nominated Board Members of
each Fund to be elected by holders of MuniPreferred only. The affirmative vote
of
3
<PAGE>
a plurality of the shares present and entitled to vote at the Annual Meeting of
each Fund (except New Jersey Investment and New Jersey Premium) will be
required to elect the Board Members of that Fund. For New Jersey Investment and
New Jersey Premium, the affirmative vote of a majority of the shares present
and entitled to vote at each Fund's Annual Meeting will be required to elect
the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination or election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.
Tables I and II below show each nominee's age, principal occupations and
other business affiliations, the year in which each nominee was first elected
or appointed a Board Member of each Fund and the number of common shares of the
Funds and of all Nuveen funds (excluding money market funds) that each nominee
beneficially owned as of October 1, 1995. All of the nominees were last elected
to each Board at the 1994 annual meeting of shareholders.
The Board Members mourn the recent passing of John E. O'Toole, a Board Member
since each Fund's organization. There is currently a vacancy on the Board of
each Fund. The Funds' nominating committees are considering candidates for the
vacancy.
TABLE I
NOMINEES FOR EACH FUND TO BE ELECTED
BY ALL SHAREHOLDERS
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
OCTOBER 1, 1995
---------------------
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE NUVEEN
OCTOBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- ----------
<C> <S> <C> <C>
*Richard J. Franke(64) 1990--Pennsylvania 0 20,719
Chairman of the Board and Investment, New Jersey
Board Member of the Funds, Investment
The John Nuveen Company 1991--Florida
(since March 1992), John Investment, Florida
Nuveen & Co. In- Quality
corporated, Nuveen Advisory 1992--Insured Florida,
Corp. and Nuveen New Jersey Premium
Institutional Advisory 1993--Pennsylvania
Corp. (since April 1990); Premium
Certified Financial
Planner.
Lawrence H. Brown(61) 1993--All Funds 0 3,487
Board Member of the Funds;
retired in August 1989 as
Senior Vice President of
The Northern Trust Company.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
OCTOBER 1, 1995
----------------------
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED ALL
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE NUVEEN
OCTOBER 1, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- ----------
<C> <S> <C> <C>
Anne E. Impellizzeri(62) 1994--All Funds 0 2,000
Board Member of the Funds;
President and Chief
Executive Officer of
Blanton-Peale, Institutes
of Religion and Health
(since December 1990);
prior thereto, Vice
President of New York City
Partnership (from 1988 to
1990)
and Vice President of
Metropolitan Life Insurance
Company (from
1980 to 1988).
Peter R. Sawers(62) 1991--Pennsylvania 0 7,972
Board Member of the Funds; Investment, New Jersey
Adjunct Professor of Investment, Florida
Business and Economics, Investment, Florida
University of Dubuque, Iowa Quality
(since January 1991); 1992--Insured Florida,
Adjunct Professor, Lake New Jersey Premium
Forest Graduate School of 1993--Pennsylvania
Management, Lake Forest, Premium
Illinois (since January
1992); prior thereto,
Executive Director, Towers
Perrin Australia
(management consultant);
Chartered Financial
Analyst; Certified
Management Consultant.
</TABLE>
TABLE II
NOMINEES FOR EACH FUND TO BE ELECTED
BY HOLDERS OF MUNIPREFERRED
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
OCTOBER 1, 1995
----------------------
NAME, AGE AND PRINCIPAL ALL
OCCUPATIONS OF NOMINEES AS OF YEAR FIRST ELECTED THE NUVEEN
OCTOBER 1, 1995(1) OR APPOINTED A BOARD MEMBER FUNDS(2) FUNDS(3)
----------------------------- --------------------------- -------- ----------
<C> <S> <C> <C>
Margaret K. Rosenheim(69) 1990--Pennsylvania 0 5,115
Board Member of the Funds; Investment, New Jersey
Helen Ross Professor of Investment
Social Welfare Policy, 1991--
School of Social Service Florida Investment,
Administration, University Florida Quality
of Chicago. 1992--Insured Florida,
New Jersey Premium
1993--Pennsylvania
Premium
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
FULL COMMON SHARES
BENEFICIALLY OWNED
OCTOBER 1, 1995
---------------------
NAME, AGE AND PRINCIPAL ALL
OCCUPATIONS OF NOMINEES AS OF YEAR FIRST ELECTED THE NUVEEN
OCTOBER 1, 1995(1) OR APPOINTED A BOARD MEMBER FUNDS(2) FUNDS(3)
----------------------------- --------------------------- -------- ----------
<S> <C> <C> <C>
*Timothy R. Schwertfeger(46) 1994--All Funds 0 90,622
President and Board Member
of the Funds (since July
1994); Executive Vice
President and Director of
The John Nuveen Company
(since March 1992) and John
Nuveen & Co. Incorporated;
Director of Nuveen Advisory
Corp. (since October 1992)
and Nuveen Institutional
Advisory Corp. (since
October 1992).
</TABLE>
- -----------
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.
(1) The Board Members are directors or trustees, as the case may be, of 21
Nuveen open-end funds and 55 Nuveen closed-end funds.
(2) No nominee beneficially owned on October 1, 1995, any Common Shares or
MuniPreferred of the Funds.
(3) The number shown reflects the aggregate number of common shares
beneficially owned by the nominee in all of the funds managed by Nuveen
Advisory Corp. and referred to in note (1) above (excluding money market
funds).
EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
ELECTION OF THE NOMINATED BOARD MEMBERS.
The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen")
or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from
the Funds. Board Members who are not affiliated with Nuveen or the Adviser
receive a $45,000 annual retainer for serving as a director or trustee, as the
case may be, of all funds sponsored by Nuveen and managed by the Adviser and a
$1,000 fee per day plus expenses for attendance at all meetings held on a day
on which a regularly scheduled Board meeting is held, a $1,000 fee per day plus
expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at a meeting held on a day on which no regular Board
meeting is held, and a $250 fee per day plus expenses for attendance in person
or by telephone at a meeting of the executive committee. The annual retainer,
fees and expenses are allocated among the funds managed by the Adviser on the
basis of relative net asset sizes. Each Fund has adopted a Directors' Deferred
Compensation Plan pursuant to which a Board Member of that Fund may elect to
have all or a portion of the Board Member's fee deferred. Board Members may
defer fees for any calendar year by the execution of a Participation Agreement
prior to the beginning of the calendar year during which the Board Member
wishes to begin deferral.
6
<PAGE>
The tables below show, for each Board Member who is not affiliated with
Nuveen or the Adviser, the aggregate compensation paid by each Fund for its
fiscal year ended June 30, 1995 and the total compensation that Nuveen funds
accrued for each Board Member during the calendar year 1994, including any
interest accrued for Board Members on deferred compensation. The rate of
earnings on deferred compensation is equivalent to the average net earnings
rate, computed on a quarterly basis, on the shares of such Nuveen fund.
<TABLE>
<CAPTION>
NAME OF BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUNDS
- -------------------- ---------------------------------------
FLORIDA FLORIDA INSURED PENNSYLVANIA
INVESTMENT QUALITY FLORIDA INVESTMENT
---------- ------- ------- ------------
<S> <C> <C> <C> <C>
Lawrence H. Brown
Anne E. Impellizzeri(1)
Margaret K. Rosenheim
Peter R. Sawers
</TABLE>
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
NUVEEN FUNDS
ACCRUED FOR
AGGREGATE COMPENSATION BOARD
NAME OF BOARD MEMBER FROM THE FUNDS MEMBERS(2)
- -------------------- ---------------------------------- ------------
PENNSYLVANIA NEW JERSEY NEW JERSEY
PREMIUM INVESTMENT PREMIUM
------------ ---------- ----------
<S> <C> <C> <C> <C>
Lawrence H. Brown 56,500
Anne E. Impellizzeri(1) 48,750
Margaret K. Rosenheim 64,404(3)
Peter R. Sawers 56,000
</TABLE>
- -----------
(1) Anne E. Impellizzeri was appointed a Board Member in April 1994.
(2) Includes compensation for service on the boards of 21 Nuveen open-end
funds and 55 Nuveen closed-end funds. Also includes amounts for Nuveen funds
that existed for part of the year, estimated as if the funds had existed for
the entire year.
(3) Includes $1,404 in interest accrued on deferred compensation from prior
years.
Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger serve as
members of the executive committee of the Board of each Fund. The executive
committee of each Fund, which meets between regular meetings of the Board, is
authorized to exercise all of the powers of the Board. The respective executive
committees of , , and
held meetings during the fiscal year ended June 30,
1995. The respective executive committees of ,
and held meetings during the fiscal
year ended June 30, 1995.
Each Fund's Board has an audit committee composed of Lawrence H. Brown, Anne
E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers, Board Members who
are not "interested persons." The audit committee reviews the work and any
recommendations of the Fund's independent auditors. Based on such review, it is
authorized to make recommendations to the Board. The respective audit
committees of the Funds held [one] meeting during the fiscal year ended June
30, 1995.
7
<PAGE>
Nomination of those Board Members who are not "interested persons" of each
Fund is committed to a nominating committee composed of the Board Members who
are not "interested persons" of that Fund. It identifies and recommends
individuals to be nominated for election as non-interested Board Members. The
respective nominating committees of the Funds held [no] meetings during the
fiscal year ended June 30, 1995. No policy or procedure has been established as
to the recommendation of Board Member nominees by shareholders.
Each Fund's Board held meetings during the fiscal year ended June 30,
1995. During the last fiscal year, each Board Member attended 75% or more of
each Fund's Board meetings and the committee meetings (if a member thereof),
except that Mr. Franke was unable to attend certain executive committee
meetings held solely to declare dividends. His attendance at executive
committee meetings that he was scheduled to attend was less than 75%.
Each Fund has the same executive officers. The following table sets forth
information as of October 1, 1995 with respect to each executive officer of the
Funds, other than executive officers who are Board Members and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of
office of all officers will expire at the regularly scheduled meeting of the
Board of each Fund following the annual meeting of shareholders.
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
Kathleen M. Flanagan 48 Vice President Vice President of John Nuveen &
(since 1994) Co. Incorporated.
J. Thomas Futrell 40 Vice President Vice President of Nuveen Advisory
(since 1991) Corp. (since February 1991);
prior thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from August 1988 to
February 1991); Chartered
Financial Analyst.
Steven J. Krupa 38 Vice President Vice President of Nuveen Advisory
(since 1990) Corp. (since October 1990);
prior thereto, Vice President
of John Nuveen & Co.
Incorporated (from January 1989
to October 1990).
Anna R. Kucinskis 49 Vice President Vice President of John Nuveen &
(since 1991) Co. Incorporated.
Larry W. Martin 44 Vice President Vice President (since September
(since 1993) & 1993), Assistant Secretary and
Assistant Secre- Assistant General Counsel of
tary (since 1990) John Nuveen & Co. Incorporated;
Vice President (since May 1993)
and Assistant Secretary of
Nuveen Advisory Corp.; Vice
President (since May 1993) and
Assistant Secretary (since
January 1992) of Nuveen
Institutional Advisory Corp.;
Assistant Secretary (since
February 1993) of The John
Nuveen Company; Director of
Nuveen, Duff & Phelps
Investment Advisors (since
January 1995).
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
<C> <C> <C> <S>
O. Walter Renfftlen 56 Vice President Vice President and Controller
& Controller of The John Nuveen Company
(since 1990) (since March 1992), John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.
Thomas C. Spalding, Jr. 44 Vice President Vice President of Nuveen
(since 1990) Advisory Corp. (since
February 1982) and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.
H. William Stabenow 61 Vice President Vice President and Treasurer of
& Treasurer The John Nuveen Company
(since 1990) (since March 1992), John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp. (since January 1992).
George P. Thermos 63 Vice President Vice President of John Nuveen &
(since 1990) Co. Incorporated.
James J. Wesolowski 45 Vice President Vice President, General Counsel
& Secretary and Secretary of The John
(since 1990) Nuveen Company (since March
1992), John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. and Nuveen
Institutional Advisory Corp.
Gifford R. Zimmerman 39 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary
Assistant Secre- and Assistant General Counsel
tary (since 1990) of John Nuveen & Co.
Incorporated; Vice President
(since May 1993) and
Assistant Secretary of Nuveen
Advisory Corp.; Vice
President (since May 1993)
and Assistant Secretary
(since January 1992) of
Nuveen Institutional Advisory
Corp.
</TABLE>
On October 1, 1995, Board Members and executive officers of the Funds as a
group beneficially owned common shares of all funds managed by the
Adviser (excluding money market funds) and as a group did not beneficially own
any Common Shares or shares of MuniPreferred of any Fund. As of October 1,
1995, no person is known to the Funds to have owned beneficially more than five
percent of the Common Shares or MuniPreferred of any Fund.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of
9
<PAGE>
a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that during the fiscal year ended June 30, 1995, all Section
16(a) filing requirements applicable to that Fund's officers and Board Members,
investment adviser and affiliated persons of the investment adviser were
complied with.
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board who are not "interested persons" of that
Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending June 30, 1996. Ernst & Young LLP has served
each Fund in this capacity since that Fund was organized and has no direct or
indirect financial interest in that Fund except as independent auditors. The
selection of Ernst & Young LLP as independent auditors of each Fund is being
submitted to the shareholders for ratification, which requires the affirmative
vote of a majority of the shares of each Fund present and entitled to vote on
the matter. A representative of Ernst & Young LLP is expected to be present at
the Annual Meetings and will be available to respond to any appropriate
questions raised at the Annual Meetings and to make a statement if he or she
wishes. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 75%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for each Fund in connection with such Fund's public
offering of Common Shares and MuniPreferred.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of
any of the Funds to be held in 1996, a shareholder proposal must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than June 29, 1996.
10
<PAGE>
GENERAL
Management does not intend to present and does not have reason to believe
that any other items of business will be presented at any Fund's Annual
Meeting. However, if other matters are properly presented to the Annual Meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
A list of shareholders entitled to be present and to vote at each Fund's
Annual Meeting will be available at the offices of the Funds, 333 West Wacker
Drive, Chicago, Illinois, for inspection by any shareholder during regular
business hours for ten days prior to the date of that Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
James J. Wesolowski
Secretary
NQF1295
11
<PAGE>
PROXY BALLOT
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 14, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the common stock of the
undersigned at the Annual Meeting of Shareholders of Nuveen New Jersey Premium
Income Municipal Fund, Inc. to be held on December 14, 1995, or any
adjournment or adjournments thereof:
1. Election of Directors:
NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri,
Peter R. Sawers.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending June 30, 1996.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
- -------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
- -------------------------------------------------------------------------------
SEE REVERSE SIDE NNJ1295
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS:(SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote for nominees indicated below:
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
- --------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JUNE 30, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
- --------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
- -----------------------------------------------------------
Shareholder sign here _________________________ Date _____
Co-owner sign here ____________________________ Date _____
- -----------------------------------------------------------
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations, title
or capacity should be stated. If shares are held jointly,
each holder should sign.
[_] BK NQF1295 NNJ1295
<PAGE>
PROXY BALLOT
NUVEEN NEW JERSEY PREMIUM INCOME MUNICIPAL FUND, INC.
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES T, W AND TH
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 14, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Stock, Series T, W and TH, of the
undersigned at the Annual Meeting of Shareholders of Nuveen New Jersey Premium
Income Municipal Fund, Inc. to be held on December 14, 1995, or any
adjournment or adjournments thereof:
1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Richard J. Franke, Anne E.
Impellizzeri, Peter R. Sawers.
NOMINEES--BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending June 30, 1996.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
- ------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
- ------------------------------------------------------------------------------
SEE REVERSE SIDE NNJ1295P
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
- --------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS:(SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote for nominees indicated below:
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
- --------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JUNE 30, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
- --------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
- -----------------------------------------------------------
Shareholder sign here _________________________ Date _____
Co-owner sign here ____________________________ Date _____
- -----------------------------------------------------------
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations, title
or capacity should be stated. If shares are held jointly,
each holder should sign.
[_] BK NQF1295 NNJ1295P
