ALL-AMERICAN TERM TRUST INC.
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NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
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TO THE SHAREHOLDERS:
The annual meeting of shareholders of All-American Term Trust Inc.
("Trust") will be held on May 15, 1997 at 10:00 a.m., Eastern time, at 1285
Avenue of the Americas, 38th Floor, New York, New York 10019 for the following
purposes:
(1) To elect nine (9) directors to serve until the annual
meeting of shareholders in 1998, or until their successors are elected
and qualified;
(2) To ratify the selection of Ernst & Young LLP as the Trust's
independent auditors for the fiscal year ending January 31, 1998; and
(3) To transact such other business as may properly come before
the meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournments thereof if
you owned Trust shares at the close of business on March 20, 1997. If you attend
the meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED POSTAGE PAID ENVELOPE.
By order of the board of directors,
DIANNE E. O'DONNELL
SECRETARY
April 1, 1997
1285 Avenue of the Americas
New York, New York 10019
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. IF YOU SIGN, DATE AND
RETURN THE PROXY CARD BUT GIVE NO VOTING INSTRUCTIONS, YOUR SHARES WILL BE VOTED
`FOR' THE NOMINEES FOR DIRECTOR NAMED IN THE ATTACHED PROXY STATEMENT AND `FOR'
ALL OTHER PROPOSALS NOTICED ABOVE. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE TRUST OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY CARD PROMPTLY.
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<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general guidelines for signing proxy cards may be of
assistance to you and avoid the time and expense to the Trust in validating your
vote if you fail to sign your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Sign your name exactly as it appears in the
registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration on the
proxy card.
3. ALL OTHER ACCOUNTS: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration. For
example:
REGISTRATION VALID SIGNATURE
------------- --------------
Corporate Accounts
(1) ABC Corp.............................. ABC Corp.
John Doe, Treasurer
(2) ABC Corp.............................. John Doe, Treasurer
(3) ABC Corp. c/o John Doe, Treasurer..... John Doe
(4) ABC Corp. Profit Sharing Plan......... John Doe, Trustee
Partnership Accounts
(1) The XYZ Partnership................... Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership.. Jane B. Smith, General Partner
Trust Accounts
(1) ABC Trust Account..................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/78... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o
John B. Smith, Jr. UGMA/UTMA.......... John B. Smith
(2) Estate of John B. Smith............... John B. Smith, Jr., Executor
<PAGE>
ALL-AMERICAN TERM TRUST INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 1997
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This statement is furnished to the shareholders of All-American Term
Trust Inc. ("Trust") in connection with the board of directors' solicitation of
proxies to be used at the annual meeting of the shareholders of the Trust to be
held on May 15, 1997, or any adjournment or adjournments thereof. This proxy
statement and the related proxy card will first be mailed to shareholders on or
about April 1, 1997.
A majority of the shares outstanding on March 20, 1997, represented in
person or by proxy, must be present for the transaction of business at the
meeting. In the event that a quorum is not present at the annual meeting, or if
a quorum is present at the annual meeting but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the annual meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority of
those shares represented at the annual meeting in person or by proxy. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST any such proposal against such adjournment.
A shareholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and for which the broker does not have
discretionary voting authority. Abstentions and broker non-votes will be counted
as shares present for purposes of determining whether a quorum is present but
will not be voted for or against any adjournment or proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
but will have no effect on Proposals 1 and 2 for which the required vote is a
plurality and majority, respectively, of the votes cast.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
FOR the nine nominees for directors named herein and FOR the remaining proposals
described in this proxy statement. You may revoke any proxy card by giving
another proxy or by letter or telegram revoking the initial proxy. To be
effective, your revocation must be received by the Trust prior to the meeting
and must indicate your name and account number. In addition, if you attend the
meeting in person you may, if you wish, vote by ballot at the meeting, thereby
cancelling any proxy previously given.
As of the record date, March 20, 1997, the Trust had 13,706,667 shares
of common stock outstanding. The solicitation of proxies, the cost of which will
be borne by the Trust, will be made primarily by mail but also may include
telephone or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ("Mitchell Hutchins") or PaineWebber Incorporated
("PaineWebber"), who will not receive any compensation therefor from the Trust.
Management does not know of any person who owns beneficially 5% or more of the
shares of the Trust. Each full share of the Trust outstanding is entitled to one
vote and each fractional share of the Trust outstanding is entitled to a
proportionate share of one vote.
A COPY OF THE TRUST'S MOST RECENT ANNUAL REPORT IS BEING MAILED
CONCURRENTLY TO SHAREHOLDERS.
<PAGE>
Mitchell Hutchins serves as the Trust's investment adviser and
administrator. Mitchell Hutchins is a wholly owned subsidiary of PaineWebber,
which is a wholly owned subsidiary of Paine Webber Group Inc. ("PW Group"), a
publicly held financial services holding company. PaineWebber may from time to
time act as a dealer and secondary market-maker in connection with
over-the-counter secondary market sales of the Trust's common stock. The
principal business address of each of Mitchell Hutchins, PaineWebber and PW
Group is 1285 Avenue of the Americas, New York, New York 10019.
PROPOSAL 1. ELECTION OF DIRECTORS
Proposal 1 relates to the election of directors of the Trust. Management
proposes the election of the nine nominees named in the table below. Each
nominee, including those who are not "interested persons" of the Trust as that
term is defined by the Investment Company Act of 1940 ("1940 Act") ("Independent
Directors"), has indicated his or her willingness to serve if elected. If
elected, each nominee will hold office until the next annual meeting of
shareholders or until his or her successor is elected and qualified. Unless you
give contrary instructions on the enclosed proxy card, your shares will be voted
in favor of the election of the nine nominees. If any of the nominees should
withdraw or otherwise become unavailable for election, your shares will be voted
in favor of such other nominee or nominees as management may recommend.
Mr. Bewkes served as a director from the Trust's inception except during
the period November 17 to December 27, 1993. Messrs. Armstrong and Burt have
served as directors of the Trust since May 18, 1995. Each of the other directors
was first elected to the board on April 11, 1996. Directors shall be elected by
the affirmative vote of a plurality of the votes cast for the election of
directors, present in person or by proxy and entitled to vote thereon, provided
a quorum is present. There currently is one vacancy among the ten positions on
the Trust's board due to the recent resignation of John R. Torell III, and only
the nine current directors have been selected as nominees. Proxies may not be
voted for more than nine board positions. None of the current directors and
executive officers as a group (24 persons) beneficially owned any shares of the
Trust on February 28, 1997.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
TRUST; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS FEBRUARY 28, 1997**
------------ ------------------------------------ -------------------
<S> <C> <C>
Margo N. Alexander*; 50 DIRECTOR AND PRESIDENT. Mrs. Alexander is president, chief executive officer and --
a director of Mitchell Hutchins (since January 1995) and also an executive vice
president and a director of PaineWebber. Mrs. Alexander is president and a
director or trustee of 29 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
Richard Q. Armstrong; 61 DIRECTOR. Mr. Armstrong is chairman and principal of RQA Enterprises (management --
consulting firm) (since April 1991 and principal occupation since March 1995).
Mr. Armstrong is also a director of Hi Lo Automotive, Inc. He was chairman of the
board, chief executive officer and co-owner of Adirondack Beverages (producer and
distributor of soft drinks and sparking/still waters) (October 1993-March 1995).
Mr. Armstrong was a partner of The New England Consulting Group (management
consulting firm) (December 1992-September 1993). He was managing director of LVMH
U.S. Corporation (U.S. subsidiary of the French luxury goods conglomerate, Luis
Vuitton Moet Hennessey Corporation) (1987-1991) and chairman of its wine and
spirits subsidiary, Schieffelin & Somerset Company (1987-1991). Mr. Armstrong is
also a director or trustee of 28 investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
2
<PAGE>
PRESENT POSITION WITH THE SHARES OWNED
TRUST; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS FEBRUARY 28, 1997**
------------ ------------------------------------ -------------------
E. Garrett Bewkes, Jr.*; 70 DIRECTOR AND CHAIRMAN OF THE BOARD OF DIRECTORS. Mr. Bewkes is a director of PW --
Group. Prior to December 1995, he was a consultant to PW Group. Prior to 1988, he
was chairman of the board, president and chief executive officer of American
Bakeries Company. Mr. Bewkes is also a director of Interstate Bakeries
Corporation and NaPro BioTherapeutics, Inc. Mr. Bewkes is a director or trustee
of 29 investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
Richard R. Burt; 50 DIRECTOR. Mr. Burt is chairman of International Equity Partners (international --
investments and consulting firm) (since March 1994) and a partner of McKinsey &
Company (management consulting firm) (since 1991). He is also a director of
American Publishing Company and Archer-Daniels-Midland Co. (agricultural
commodities). He was the chief negotiator in the Strategic Arms Reduction Talks
with the former Soviet Union (1989-1991) and the U.S. Ambassador to the Federal
Republic of Germany (1985-1989). Mr. Burt is a director or trustee of 28
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
Mary C. Farrell*; 47 DIRECTOR. Ms. Farrell is a managing director, senior investment strategist and --
member of the Investment Policy Committee of PaineWebber. Ms. Farrell joined
PaineWebber in 1982. She is a member of the Financial Women's Association and
Women's Economic Roundtable and is employed as a regular panelist on Wall $treet
Week with Louis Rukeyser. She also serves on the Board of Overseers of New York
University's Stern School of Business. Ms. Farrell is a director or trustee of 28
investment companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
Meyer Feldberg; 55 DIRECTOR. Mr. Feldberg is Dean and Professor of Management of the Graduate School --
of Business, Columbia University. Prior to 1989, he was president of the Illinois
Institute of Technology. Dean Feldberg is also a director of K-III Communications
Corporation, Federated Department Stores, Inc. and Revlon, Inc. Dean Feldberg is
a director or trustee of 28 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
George W. Gowen; 67 DIRECTOR. Mr. Gowen is a partner in the law firm Dunnington, Bartholow & Miller. --
Prior to May 1994, he was a partner in the law firm of Fryer, Ross & Gowen. Mr.
Gowen is a director of Columbia Real Estate Investments, Inc. Mr. Gowen is a
director or trustee of 28 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
3
<PAGE>
PRESENT POSITION WITH THE SHARES OWNED
TRUST; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS FEBRUARY 28, 1997**
------------ ------------------------------------ -------------------
Frederic V. Malek; 60 DIRECTOR. Mr. Malek is chairman of Thayer Capital Partners (merchant bank). From --
January 1992 to November 1992, he was campaign manager of Bush-Quayle '92. From
1990 to 1992, he was vice chairman and, from 1989 to 1990, he was president of
Northwest Airlines Inc., NWA Inc. (holding company of Northwest Airlines Inc.)
and Wings Holdings Inc. (holding company of NWA Inc.). Prior to 1989, he was
employed by the Marriot Corporation (hotels, restaurants, airline catering and
contract feeding), where he most recently was an executive vice president and
president of Marriot Hotels and Resorts. Mr. Malek is also a director of American
Management Systems, Inc. (management consulting and computer related services),
Automatic Data Processing, Inc., CB Commercial Group, Inc. (real estate
services), Choice Hotels International (hotel and hotel franchising), FPL Group,
Inc. (electric services), Integra, Inc. (bio-medical), Manor Care, Inc. (health
care), National Educational Corporation and Northwest Airlines Inc. Mr. Malek is
a director or trustee of 28 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
Carl W. Schafer; 61 DIRECTOR. Mr. Schafer is president of the Atlantic Foundation (charitable --
foundation supporting mainly oceanographic exploration and research). He is a
director of Roadway Express, Inc. (trucking), The Guardian Group of Mutual Funds,
Evans Systems, Inc. (motor fuels, convenience store and diversified company),
Electronic Clearing House, Inc. (financial transactions processing), Wainoco Oil
Corporation and Nutraceutix, Inc. (biotechnology company). Prior to January 1993,
he was chairman of the Investment Advisory Committee of the Howard Hughes Medical
Institute. Mr. Schafer is a director or trustee of 28 investment companies for
which Mitchell Hutchins or PaineWebber serves as an investment adviser.
</TABLE>
- ----------
* Mrs. Alexander, Mr. Bewkes and Ms. Farrell are "interested persons" of the
Trust, as defined in the 1940 Act, by virtue of their positions with Mitchell
Hutchins, PaineWebber and/or PW Group.
** Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of shares owned.
4
<PAGE>
The board of directors of the Trust met five times during the fiscal
year ended January 31, 1997. Each of the directors attended 75% or more of the
board meetings during the last fiscal year. The Audit and Contract Review
Committee ("ACR Committee") of the board currently consists of Messrs.
Armstrong, Burt, Feldberg, Gowen, Malek and Schafer. The ACR Committee has
established a sub-committee that periodically reviews the contractual and audit
arrangements for the Trust and reports back to the full ACR Committee. Messrs.
Burt, Feldberg, Gowen and Schafer are members of this sub-committee. Each member
of the Trust's ACR Committee is also a member of a similar committee established
by the board of other investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser and also may be a member of a
sub-committee established by another fund's audit and contract review committee.
The duties of the ACR Committee are (a) to review the financial and accounting
policies of the Trust, including internal accounting control procedures, and to
review reports prepared by the Trust's independent auditors, including reports
on the Trust's financial statements; (b) to review and recommend approval or
disapproval of audit and non-audit services and the fees charged for such
services; (c) to evaluate the independence of the independent auditors and to
recommend whether to retain such independent auditors for the next fiscal year;
and (d) to report to the board and make such recommendations as it deems
necessary. The ACR Committee and the related sub-committee each met once during
the fiscal year ended January 31, 1997. Each member of the ACR Committee and
Sub-Committee attended 75% or more of the committee meetings.
The board does not have a standing nominating or compensation committee.
The Trust pays the Independent Directors $1,000 annually and $150 for each board
meeting and for each separate meeting of a board committee. The chairmen of the
sub-committees of individual funds within the PaineWebber fund complex receive
additional annual compensation aggregating $15,000 each from the relevant funds.
Directors of the Trust who are "interested persons" as defined in the 1940 Act
receive no compensation from the Trust. Directors are reimbursed for any
expenses incurred in attending meetings. Each director will be subject to
mandatory retirement at the end of the year in which he or she becomes 72 years
old. The table below includes certain information relating to the compensation
of the Trust's directors.
5
<PAGE>
COMPENSATION TABLE
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM THE
NAME OF FROM TRUST AND THE
PERSON, POSITION THE TRUST* FUND COMPLEX**
- ----------------------- ------------- ---------------
Richard Q. Armstrong,
Director..................................... $2,572 $59,873
Richard R. Burt,
Director..................................... $2,422 $51,173
Meyer Feldberg,
Director***.................................. $1,156 $96,181
George W. Gowen,
Director***.................................. $1,156 $92,431
Federic V. Malek,
Director***.................................. $1,156 $92,431
Carl W. Schafer,
Director***.................................. $1,156 $62,307
John R. Torell III,
Director****................................. $2,572 $60,123
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Only independent members of the board are compensated by the Trust and
identified above; directors who are "interested persons," as defined by the 1940
Act, do not receive compensation.
* Represents fees paid to each director during the fiscal year ended
January 31, 1997.
** Represents total compensation paid to each director by 28 investment
companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser during the twelve months ended December 31, 1996;
no fund within the complex has a bonus, pension, profit sharing or
retirement plan.
*** Elected as a director at a shareholder meeting held on April 11, 1996.
**** Not standing for re-election.
6
<PAGE>
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Trust's financial statements for the fiscal year ended January 31,
1997, were audited by Ernst & Young LLP ("Ernst & Young"), independent auditors.
In addition, Ernst & Young prepares the Trust's federal and state annual income
tax returns.
The board of directors of the Trust has selected Ernst & Young as the
independent auditors for the Trust for the fiscal year ending January 31, 1998,
subject to ratification by shareholders of the Trust at the annual meeting.
Ernst & Young has been the Trust's independent auditors since its inception in
March 1993. The ratification of Ernst & Young as independent auditors is to be
voted upon at the annual meeting, and it is intended that the persons named in
the accompanying proxy will vote for such ratification unless contrary
instructions are given. Ernst & Young has informed the Trust that it has no
material direct or indirect financial interest in the Trust. The affirmative
vote of the holders of a majority of the shares of the Trust cast at the annual
meeting is required for ratification, provided a quorum is present.
Representatives of Ernst & Young are not expected to be present at the
meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
EXECUTIVE OFFICERS
Officers of the Trust are appointed by the directors and serve at the
pleasure of the board. None of the Trust's officers currently receives any
compensation from the Trust. The executive officers of the Trust, in addition to
Mrs. Alexander (about whom information is given previously), are:
JULIEANNA BERRY, age 33, vice president of the Trust (appointed
April 1996). Ms. Berry is a vice president and a portfolio manager of
Mitchell Hutchins. Ms. Berry is a vice president of two investment
companies for which Mitchell Hutchins serves as investment adviser.
JAMES F. KEEGAN, age 36, vice president of the Trust (appointed
April 1996). Mr. Keegan is a senior vice president and a portfolio
manager of Mitchell Hutchins. Prior to March 1996, he was director of
fixed income strategy and research of Merrion Group, L.P. From 1987 to
1994, he was a vice president of global investment management of Bankers
Trust. Mr. Keegan is a vice president of three investment companies for
which Mitchell Hutchins serves as investment adviser.
THOMAS J. LIBASSI, age 38, vice president of the Trust
(appointed September 1995). Mr. Libassi is a senior vice president and a
portfolio manager of Mitchell Hutchins. Prior to May 1994, he was a vice
president of Keystone Custodian Funds Inc. with portfolio management
responsibility. Mr. Libassi is a vice president of four investment
companies for which Mitchell Hutchins serves as investment adviser.
C. WILLIAM MAHER, age 35, vice president and assistant treasurer
of the Trust (appointed June 1995). Mr. Maher is a first vice president
and a senior manager of the mutual fund finance division of Mitchell
Hutchins. Mr. Maher is a vice president and assistant treasurer of 29
investment companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.
DENNIS MCCAULEY, age 50, vice president of the Trust (appointed
September 1995). Mr. McCauley is a managing director and chief
investment officer-fixed income of Mitchell Hutchins. Prior to December
1994, he was director of fixed income investments of IBM Corporation.
Mr. McCauley is a vice president of 19 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
7
<PAGE>
ANN E. MORAN, age 39, vice president and assistant treasurer of
the Trust (appointed June 1993). Ms. Moran is a vice president of
Mitchell Hutchins. Ms. Moran is a vice president and assistant treasurer
of 29 investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.
DIANNE E. O'DONNELL, age 44, vice president and secretary of the
Trust (appointed February 1992). Ms. O'Donnell is a senior vice
president and deputy general counsel of Mitchell Hutchins. Ms. O'Donnell
is a vice president and secretary of 29 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
EMIL POLITO, age 36, vice president of the Trust (appointed
September 1996). Mr. Polito is a senior vice president and director of
operations and control for Mitchell Hutchins. From March 1991 to
September 1993, he was director of the Mutual Funds Sales Support and
Service Center for Mitchell Hutchins and PaineWebber. Mr. Polito is a
vice president of 29 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
VICTORIA E. SCHONFELD, age 46, vice president of the Trust
(appointed May 1994). Ms. Schonfeld is a managing director and general
counsel of Mitchell Hutchins. Prior to May 1994, she was a partner in
the law firm of Arnold & Porter. Ms. Schonfeld is a vice president of 29
investment companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.
PAUL H. SCHUBERT, age 34, vice president and assistant treasurer
of the Trust (appointed September 1994). Mr. Schubert is a first vice
president and a senior manager of the mutual fund finance division of
Mitchell Hutchins. From August 1992 to August 1994, he was a vice
president at BlackRock Financial Management, Inc. Prior to August 1992,
he was an audit manager with Ernst & Young LLP. Mr. Schubert is a vice
president and assistant treasurer of 29 investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
JULIAN F. SLUYTERS, age 36, vice president and treasurer of the
Trust (appointed February 1992). Mr. Sluyters is a senior vice president
and the director of the mutual fund finance division of Mitchell
Hutchins. Mr. Sluyters is a vice president and treasurer of 29
investment companies for which Mitchell Hutchins or PaineWebber serves
as investment adviser.
MARK A. TINCHER, age 41, vice president of the Trust (appointed
September 1995). Mr. Tincher is a managing director and chief investment
officer--equities of Mitchell Hutchins. Prior to March 1995, he was a
vice president and directed the U.S. funds management and equity
research areas of Chase Manhattan Private Bank. Mr. Tincher is a vice
president of 13 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
GREGORY K. TODD, age 40, vice president and assistant secretary
of the Trust (appointed June 1993). Mr. Todd is a first vice president
and senior associate general counsel of Mitchell Hutchins. Prior to
1993, he was a partner in the law firm of Shereff, Friedman, Hoffman &
Goodman. Mr. Todd is a vice president and assistant secretary of nine
investment companies and vice president and secretary of one investment
company for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
KEITH A. WELLER, age 35, vice president and assistant secretary
of the Trust (appointed September 1995). Mr. Weller is a first vice
president and associate general counsel of Mitchell Hutchins. Prior to
joining Mitchell Hutchins in June 1995, he was an attorney with the law
firm of Brown & Wood. Mr. Weller is a vice president and assistant
secretary of 28 investment companies for which Mitchell Hutchins or
PaineWebber serves as investment adviser.
8
<PAGE>
TERESA M. WEST, age 38, vice president of the Trust (appointed
December 1993). Ms. West is a first vice president of Mitchell Hutchins.
Prior to November 1993, she was compliance manager of Hyperion Capital
Management, Inc., an investment advisory firm. Prior to April 1993, Ms.
West was a vice president and manager -- legal administration of
Mitchell Hutchins. Ms. West is a vice president of 29 investment
companies for which Mitchell Hutchins or PaineWebber serves as
investment adviser.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
An initial report under Section 16(a) of the Securities Exchange Act of
1934 was not timely filed for Mr. Polito. This delayed report did not involve
any transactions in the Trust's common stock but related to his election as an
officer. The Trust is not aware of any outstanding report required to be filed
by any board member.
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals to be considered at the
Trust's 1998 annual meeting of shareholders should send such proposals to the
Trust at 1285 Avenue of the Americas, New York, New York 10019, so as to be
received by the Trust no later than November 30, 1997. Shareholder proposals
that are submitted in a timely manner will not necessarily be included in the
Trust's proxy materials. Inclusion of such proposals is subject to limitations
under the federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented to the meeting other
than the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Trust.
By order of the board of directors,
DIANNE E. O'DONNELL
SECRETARY
April 1, 1997
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IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
9
<PAGE>
ALL-AMERICAN
TERM TRUST INC.
PROXY
STATEMENT
ALL-AMERICAN
TERM TRUST INC.
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
MAY 15, 1997
AND
PROXY STATEMENT
<PAGE>
PROXY
-------
ALL-AMERICAN TERM TRUST INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - MAY 15, 1997
The undersigned hereby appoints as proxies GREGORY K. TODD and STEPHANIE
HEMPHILL-JOHNSON and each of them (with power of substitution) to vote for the
undersigned all shares of common stock of the undersigned at the aforesaid
meeting and any adjournment thereof with all the power the undersigned would
have if personally present.The shares represented by this proxy will be voted as
instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO
GRANT AUTHORITY TO VOTE "FOR" ALL PROPOSALS. THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD OF DIRECTORS OF ALL-AMERICAN TERM TRUST INC.
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to:
PFPC Inc., P.O. Box 9426, Wilmington,DE 19809-9938. PFPC Inc. has been engaged
to forward the enclosed proxy material and to tabulate proxies by mail.
PLEASE INDICATE YOUR VOTE BY AN "X" IN THE APPROPRIATE BOX BELOW.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR"
FOR
FOR OR ALL OR WITH-
ALL EXCEPT HOLD
[ ] [ ] [ ]
1. ELECTION OF DIRECTORS
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below and mark center box
to right.)
Margo N.Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R.Burt, Mary C.Farrell, Meyer Feldberg, George W. Gowen,
Frederic V. Malek, Carl W. Schafer.
FOR
ALL AGAINST ABSTAIN
[ ] [ ] [ ]
2. To ratify the selection of Ernst & Young LLP as the Fund's independent
auditors for the fiscal year ending January 31, 1998.
Continued and to be signed on reverse side
<PAGE>
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
If shares are held by an individual, sign your
name exactly as it appears on this card. If
shares are held jointly, either party may sign,
but the name of the party signing should conform
exactly to the name shown on this proxy card. If
shares are held by a corporation, partnership or
similar account, the name and the capacity of
the individual signing the proxy card should be
indicated--for example: "ABC Corp., JohnDoe,
Treasurer."
Sign exactly as name appears hereon.
__________________________________________(L.S.)
__________________________________________(L.S.)
Date _____________________________________, 1997
