<PAGE>
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
Filed by the Registrant [_]
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 Under Rule 14a-12
ALL-AMERICAN TERM TRUST 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)(1) 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):
- ------------------------------------------------------------------------------
<PAGE>
ALL-AMERICAN TERM TRUST INC.
----------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
May 18, 2000
----------------
TO THE SHAREHOLDERS:
The annual meeting of shareholders of All-American Term Trust Inc. ("Trust")
will be held on May 18, 2000 at 10:00 a.m., Eastern time, at 1285 Avenue of
the Americas, 14th Floor, New York, New York 10019 for the following purposes:
(1) To elect ten (10) directors to serve until the annual meeting of
shareholders in 2001, 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, 2001; 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 16, 2000. 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
March 31, 2000
51 West 52nd Street
New York, New York 10019-6114
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.
<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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
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
</TABLE>
2
<PAGE>
ALL-AMERICAN TERM TRUST INC.
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114
----------------
PROXY STATEMENT
----------------
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 2000
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 18, 2000, or any adjournment or adjournments thereof. This
proxy statement and the related proxy card will first be mailed to
shareholders on or about March 31, 2000.
A majority of the shares outstanding on March 16, 2000, 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
ten 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 16, 2000, 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
<PAGE>
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.
Mitchell Hutchins serves as the Trust's investment adviser and
administrator. Mitchell Hutchins is a wholly owned asset management subsidiary
of PaineWebber, which is a wholly owned subsidiary of Paine Webber Group Inc.
("PW Group"), a publicly held financial services holding company. The
principal business address of each of PaineWebber and PW Group is 1285 Avenue
of the Americas, New York, New York 10019. The principal business address of
Mitchell Hutchins is 51 West 52nd Street, New York, New York 10019-6114.
The Trust's annual report containing financial statements for the fiscal
year ended January 31, 2000 is being mailed to shareholders concurrently with
this proxy statement.
PROPOSAL 1. ELECTION OF DIRECTORS
Proposal 1 relates to the election of directors of the Trust. Management
proposes the election of the ten 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 FOR the election of the ten nominees. If any of the
nominees should withdraw or otherwise become unavailable for election, your
shares will be voted FOR such other nominee or nominees as management may
recommend.
Mr. Bewkes has served as a director from the Trust's inception except for a
brief period in 1993. Messrs. Armstrong and Burt have served as directors of
the Trust since May 18, 1995. Other than Mr. Storms, each of the other
directors was first elected to the board on April 11, 1996. On May 13, 1999,
the board increased the number of board members to ten and appointed Mr.
Storms to fill the vacancy created by the expansion. 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. If each of the ten nominees is elected,
they will constitute the entire board of directors of the Trust. None of the
current directors and executive officers (22 persons) beneficially owned any
shares of the Trust on February 29, 2000.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
TRUST; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS FEBRUARY 29, 2000**
------------ ------------------------------------ -------------------
<S> <C> <C>
Margo N. Alexander*; 53 Director and president. Mrs. Alexander is --
chairman (since March 1999), chief executive
officer and a director of Mitchell Hutchins
(since January 1995) and an executive vice
president and a director of PaineWebber (since
March 1984). Mrs. Alexander is president and a
director or trustee of 31 investment companies
for which Mitchell Hutchins, PaineWebber or one
of their affiliates serves as investment
adviser.
Richard Q. Armstrong; 64 Director. Mr. Armstrong is chairman and --
principal of R.Q.A. Enterprises (management
consulting firm) (since
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE SHARES OWNED
TRUST; BUSINESS EXPERIENCE DURING BENEFICIALLY ON
NOMINEE; AGE PAST FIVE YEARS; OTHER DIRECTORSHIPS FEBRUARY 29, 2000**
------------ ------------------------------------ -------------------
<S> <C> <C>
April 1991 and principal occupation since March
1995). Mr. Armstrong was chairman of the board,
chief executive officer and co-owner of
Adirondack Beverages (producer and distributor
of soft drinks and sparkling/still waters)
(October 1993-March 1995). He 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, Louis 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 30 investment
companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as
investment adviser.
E. Garrett Bewkes, Jr.*; Director and Chairman of the board of directors. --
73 Mr. Bewkes is a director of PW Group (holding
Company of PaineWebber and Mitchell Hutchins).
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 a
director of Interstate Bakeries Corporation. Mr.
Bewkes is a director or trustee of 34 investment
companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as
investment adviser.
Richard R. Burt; 53 Director. Mr. Burt is chairman of IEP Advisors, --
LLP (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 Archer-
Daniels-Midland Co. (agricultural commodities),
Hollinger International Co. (publishing),
Homestake Mining Corp. (gold mining). He is also
chairman of Weirton Steel Corp. (makes and
finishes steel products) (since April 1996) and
vice chairman of Anchor Gaming (provides
technology to gaming and wagering industry)
(since July 1999). 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 30 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Present Position with the Shares Owned
Trust; Business Experience During Beneficially on
Nominee; Age Past Five Years; Other Directorships February 29, 2000**
------------ ------------------------------------ -------------------
<S> <C> <C>
Mary C. Farrell*; 50 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 appears 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 29 investment companies
for which Mitchell Hutchins, PaineWebber or one
of their affiliates serves as investment
adviser.
Meyer Feldberg; 58 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
Primedia Inc. (publishing), Federated Department
Stores, Inc. (operator of department stores) and
Revlon, Inc. (cosmetics). Dean Feldberg is a
director or trustee of 33 investment companies
for which Mitchell Hutchins, PaineWebber or one
of their affiliates serves as investment
adviser.
George W. Gowen; 70 Director. Mr. Gowen is a partner in the law firm --
of Dunnington, Bartholow & Miller. Prior to May
1994, he was a partner in the law firm of Fryer,
Ross & Gowen. Mr. Gowen is a director or trustee
of 33 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.
Frederic V. Malek; 63 Director. Mr. Malek is chairman of Thayer --
Capital Partners (merchant bank) and chairman of
Thayer Hotel Investors II and Lodging
Opportunities Fund (hotel investment
partnerships). 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. and NWA Inc. (holding
company of Northwest Airlines Inc.). Prior to
1989, he was employed by the Marriott
Corporation (hotels, restaurants, airline
catering and contract feeding), where he most
recently was an executive vice president and
president of Marriott Hotels and Resorts. Mr.
Malek is also a director of Aegis
Communications, Inc. (tele-services), American
Management Systems, Inc. (management
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Present Position with the Shares Owned
Trust; Business Experience During Beneficially on
Nominee; Age Past Five Years; Other Directorships February 29, 2000**
------------ ------------------------------------ -------------------
<S> <C> <C>
consulting and computer related services),
Automatic Data Processing, Inc. (computing
services), CB Richard Ellis, Inc. (real estate
services), FPL Group, Inc. (electric services),
Global Vacation Group (packaged vacations),
HCR/Manor Care, Inc. (health care), SAGA
Systems, Inc. (software company) and Northwest
Airlines Inc. Mr. Malek is a director or trustee
of 30 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.
Carl W. Schafer; 64 Director. Mr. Schafer is president of the --
Atlantic Foundation (charitable foundation
supporting mainly oceanographic exploration and
research). He is a director of Labor Ready, Inc.
(temporary employment), Roadway Express, Inc.
(trucking), The Guardian Group of Mutual Funds,
The Harding, Loevner Funds, E.I.I. Realty Trust
(investment company), Evans Systems, Inc. (motor
fuels, convenience store and diversified
company), Electronic Clearing House, Inc.
(financial transactions processing), Frontier
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 30 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.
Brian M. Storms*; 45 Director. Mr. Storms is president and chief
operating officer of Mitchell Hutchins (since
March 1999). Mr. Storms was president of
Prudential Investments (1996-1999). Prior to
joining Prudential he was a managing director at
Fidelity Investments. Mr. Storms is a director
or trustee of 30 investment companies for which
Mitchell Hutchins, PaineWebber or one of their
affiliates serves as investment adviser.
</TABLE>
- --------
* Mrs. Alexander, Mr. Bewkes, Ms. Farrell and Mr. Storms 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 any shares owned.
The board of directors of the Trust met six times during the fiscal year
ended January 31, 2000. Other than Ms. Farrell, each director 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
5
<PAGE>
reviews the contractual and audit arrangements for the Trust and reports back
to the full ACR Committee. Messrs. Burt, Feldberg 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 boards 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 auditor's, 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
independences 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, 2000. Each member of the ACR Committee and sub-committee attended
those meetings.
The board does not have a standing nominating or compensation committee. The
Trust pays the Independent Directors $1,000 annually and up to $150 for each
board meeting and for each separate meeting of a board committee. The chairmen
of the audit and contract review committees of individual funds within the
PaineWebber fund complex each receive additional annual compensation
aggregating $15,000 annually 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 board has waived this requirement
with respect to Mr. Bewkes for the next year. The table below includes certain
information relating to the compensation of the Trust's directors.
COMPENSATION TABLE+
<TABLE>
<CAPTION>
TOTAL
COMPENSATION
AGGREGATE FROM THE
COMPENSATION TRUST AND THE
FROM FUND
NAME OF PERSON, POSITION THE TRUST* COMPLEX**
- ------------------------ ------------ -------------
<S> <C> <C>
Richard Q. Armstrong, Director....................... $1,780 $104,650
Richard R. Burt, Director............................ 1,780 102,850
Meyer Feldberg, Director............................. 2,432 119,650
George W. Gowen, Director............................ 1,780 119,650
Fredric V. Malek, Director........................... 1,780 104,650
Carl W. Schafer, Director............................ 1,750 104,650
</TABLE>
- --------
+ 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, 2000.
** Represents total compensation paid to each director by 31 investment
companies (34 in the case of Messrs. Feldberg and Gowen) for which Mitchell
Hutchins, PaineWebber or one of their affiliates served as investment
adviser during the twelve months ended December 31, 1999; no fund within
the complex has a bonus, pension, profit sharing or retirement plan.
6
<PAGE>
PROPOSAL 2. RATIFICATION OF SELECTION OF AUDITORS
The Trust's financial statements for the fiscal year ended January 31, 2000,
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,
2001, 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 36, vice president of the Trust (appointed April 1996).
Ms. Berry is a first vice president and a portfolio manager of Mitchell
Hutchins. Ms. Berry is a vice president of two investment companies for which
Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment
adviser.
JAMES F. KEEGAN, age 39, 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. Mr. Keegan is a vice president of six
investment companies for which Mitchell Hutchins, PaineWebber or one of their
affiliates serves as investment adviser.
JOHN J. LEE, age 31, vice president and assistant treasurer of the Trust
(appointed May 1998). Mr. Lee is a vice president and a manager of the mutual
fund finance department of Mitchell Hutchins. Prior to September 1997, he was
an audit manager in the financial services practice of Ernst & Young. Mr. Lee
is a vice president and assistant treasurer of 31 investment companies for
which Mitchell Hutchins, PaineWebber or one of their affiliates serves as
investment adviser.
DENNIS MCCAULEY, age 53, 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 22
investment companies for which Mitchell Hutchins, PaineWebber or one of their
affiliates serves as investment adviser.
7
<PAGE>
ANN E. MORAN, age 42, vice president and assistant treasurer of the Trust
(appointed June 1993). Ms. Moran is a vice president and a manager of the
mutual fund finance department of Mitchell Hutchins. Ms. Moran is a vice
president and assistant treasurer of 31 investment companies for which
Mitchell Hutchins, PaineWebber or one of their affiliates serves as investment
adviser.
DIANNE E. O'DONNELL, age 47, vice president and secretary of the Trust
(appointed November 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 30 investment companies and a vice president and assistant
secretary of one investment company for which Mitchell Hutchins, PaineWebber
or one of their affiliates serves as investment adviser.
EMIL POLITO, age 39, vice president of the Trust (appointed September 1996).
Mr. Polito is a senior vice president and director of operations and control
for Mitchell Hutchins. Mr. Polito is a vice president of 31 investment
companies for which Mitchell Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.
VICTORIA E. SCHONFELD, age 49, vice president of the Trust (appointed May
1994). Ms. Schonfeld is a managing director and general counsel of Mitchell
Hutchins since May 1994 and a senior vice president of PaineWebber since July
1995. Ms. Schonfeld is a vice president of 30 investment companies and a vice
president and secretary of one investment company for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.
PAUL H. SCHUBERT, age 37, vice president (appointed September 1994) and
treasurer (appointed May 1997) of the Trust. Mr. Schubert is a senior vice
president and the director of the mutual fund finance department of Mitchell
Hutchins. Mr. Schubert is a vice president and treasurer of 31 investment
companies for which Mitchell Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.
BARNEY A. TAGLIALATELA, age 39, vice president and assistant treasurer of
the Trust (appointed May 1997). Mr. Taglialatela is a vice president and a
manager of the mutual fund finance department of Mitchell Hutchins. Prior to
February 1995, he was a manager of the mutual fund finance division of Kidder
Peabody Asset Management, Inc. Mr. Taglialatela is a vice president and
assistant treasurer of 31 investment companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.
MARK A. TINCHER, age 44, 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 12 investment
companies for which Mitchell Hutchins, PaineWebber or one of their affiliates
serves as investment adviser.
KEITH A. WELLER, age 38, 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 May 1995, he was an attorney
with the law firm of Brown & Wood. Mr. Weller is a vice president and
assistant secretary of 30 investment companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Trust is not aware of any outstanding report required to be filed
pursuant to Section 16(a) of the Securities Exchange Act of 1934.
8
<PAGE>
SHAREHOLDER PROPOSALS
Any shareholder who wishes to submit proposals to be considered at the
Trust's 2001 annual meeting of shareholders should send such proposals to the
Trust at 51 West 52nd Street, New York, New York 10019-6114. In order to be
considered at that meeting, shareholder proposals must be received by the
Trust no later than December 1, 2000 and must satisfy the other requirements
of the federal securities laws.
OTHER BUSINESS
Management knows of no business to be presented at 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
March 31, 2000
It is important that you execute and return your proxy promptly.
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ALL-AMERICAN
TERM TRUST INC.
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ALL-AMERICAN
TERM TRUST INC.
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Notice of
Annual Meeting
to be held on
May 18, 2000
and
Proxy Statement
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Proxy
Statement
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ALL-AMERICAN TERM TRUST INC.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS - MAY 18, 2000
The undersigned hereby appoints as proxies Andrew S. Novak and Robyn Green 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".
1. ELECTION OF DIRECTORS: (INSTRUCTION: 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, Brian Storms.
[ ] FOR ALL OR [ ] FOR ALL EXCEPT OR [ ] WITHHOLD
2. To ratify the selection of Ernst & Young LLP as the Trust's independent
auditors for the fiscal year ending January 31, 2001.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
Continued and to be signed on reverse side
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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 unless it is reflected in the form of registration. For
example:"ABC Corp., John Doe, Treasurer."
Sign exactly as name appears hereon.
__________________________________________________________________(L.S.)
__________________________________________________________________(L.S.)
Date _____________________________________________________________, 2000
