As filed with the Securities and Exchange Commission on January 23, 1998.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-7590
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) or Schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
<PAGE>
JOHN HANCOCK FUNDS
A Global Investment Management Firm
- --------------------------------------------------------------------------------
101 Huntington Avenue
Boston, Massachusetts 02199-7603
John Hancock Patriot Premium Dividend Fund I
John Hancock Patriot Premium Dividend Fund II
John Hancock Patriot Select Dividend Trust
John Hancock Patriot Global Dividend Fund
John Hancock Patriot Preferred Dividend Fund
January 23,1998
Dear Fellow Shareholder:
As an investor in one of the funds listed above, you are cordially invited to
attend the annual shareholder meeting on Thursday, March 5, 1998 at 9:00 a.m.
Eastern time, to be held at John Hancock Funds, 101 Huntington Avenue, Boston,
MA 02199.
The shareholders of each Fund will vote separately on the two routine items
proposed in the enclosed proxy statement. A routine item is one which occurs
annually and makes no fundamental or material changes to a Funds investment
objectives, policies or restrictions, or to the investment management contracts.
Elect Your Funds Board of Trustees For each Fund, proposal number one concerns
the election of four Trustees to serve until their respective successors are
elected and qualified. Each nominee for election is currently serving as a
Trustee of the Funds. Your proxy statement includes a brief description of each
individuals background. Ratify The Trustees Selection of Accountants For each
Fund, proposal number two concerns the ratification or rejection of the Trustees
selection of Deloitte Touche, LLP as each Fund's independent accountants for the
current fiscal year. Your Vote is Important! Please complete the enclosed proxy
ballot form, sign it and mail it to us immediately. For your convenience, a
postage paid return envelope has been provided. Your prompt response will help
avoid the cost of additional mailings.
If you have any questions, please call 1-800-426-5523, Monday through Friday
between 9:00 a.m. and 5:00 p.m. Eastern time. Thank you in advance for your
prompt action on this very important matter.
Sincerely,
/s/Edward J. Boudreau, Jr.
Edward J. Boudreau, Jr.
Chairman and CEO
<PAGE>
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
101 Huntington Avenue, Boston, Massachusetts 02199
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MARCH 5, 1998
To the Shareholders of:
John Hancock Patriot Premium Dividend Fund I
John Hancock Patriot Premium Dividend Fund II
John Hancock Patriot Select Dividend Trust
John Hancock Patriot Global Dividend Fund
John Hancock Patriot Preferred Dividend Fund
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of each of
John Hancock Patriot Premium Dividend Fund I, John Hancock Patriot Premium
Dividend Fund II, John Hancock Patriot Select Dividend Trust, John Hancock
Patriot Global Dividend Fund and John Hancock Patriot Preferred Dividend Fund
(each, a "Fund" and collectively, the "Funds"), each an unincorporated business
trust organized under the laws of the Commonwealth of Massachusetts, will be
held at the office of the Funds, 101 Huntington Avenue, 2nd Floor, Boston,
Massachusetts 02199, on Thursday, March 5, 1998 at 9:00 a.m., Eastern time, for
the following purposes:
(1) (For each Fund) To elect four Trustees to serve until their respective
successors are duly elected and qualified;
(2) (For each Fund) To ratify or reject the Trustees' selection of Deloitte
& Touche, LLP as the Fund's independent public accountants for the
Fund's current fiscal year; and
(3) (For each Fund) To transact such other business as may properly come
before the meeting or any adjournment or adjournments thereof.
THE BOARDS OF TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS
Shareholders of record of each Fund as of the close of business on January
8, 1998 are entitled to notice of and to vote at the annual meeting of that Fund
and at any and all adjournments thereof.
By Order of the Boards of Trustees,
Susan S. Newton
Vice President and Secretary
Dated: January 23, 1998
Boston, Massachusetts
WHETHER OR NOT YOU CAN ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE
ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF
MAILED IN THE UNITED STATES.
P00PX 1/98
<PAGE>
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
101 Huntington Avenue, Boston, Massachusetts 02199
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 5, 1998
PROXY STATEMENT
This Proxy Statement is furnished to shareholders of each of the following
Patriot Funds (collectively, the "Funds") in connection with the solicitation of
proxies by the Boards of Trustees for use at the Annual Meeting of Shareholders
of each Fund to be held on Thursday, March 5, 1998 at 9:00 a.m., Eastern time,
and at any and all adjournments thereof (the "Meeting"):
o John Hancock Patriot Premium Dividend Fund I ("Premium Dividend I");
o John Hancock Patriot Premium Dividend Fund II ("Premium Dividend II");
o John Hancock Patriot Select Dividend Trust ("Select Dividend");
o John Hancock Patriot Global Dividend Fund ("Global Dividend"); and
o John Hancock Patriot Preferred Dividend Fund ("Preferred Dividend").
The Meeting will be held at the principal office of the Funds, 101 Huntington
Avenue, 2nd Floor, Boston, Massachusetts. The Notice of Annual Meeting of
Shareholders, this Proxy Statement and the enclosed form of the proxy will first
be mailed to shareholders of the Funds on or about January 23, 1998. EACH FUND'S
ANNUAL REPORT FOR ITS 1997 FISCAL YEAR AND SUBSEQUENT SEMI-ANNUAL REPORT, IF
ANY, MAY BE OBTAINED FREE OF CHARGE BY WRITING TO JOHN HANCOCK FUNDS, INC., P.O.
BOX 9116, BOSTON, MASSACHUSETTS 02205-9116 OR BY CALLING 1-800-892-9552.
If the enclosed form of proxy is properly executed and returned in time to be
voted at the Meeting, the shares covered thereby will be voted in accordance
with the instructions marked thereon by the shareholder. Executed proxies that
are unmarked will be voted FOR the election of the nominees as Trustees and FOR
the ratification of the selection of independent public accountants. Any proxy
may be revoked at any time prior to its exercise by a written notice of
revocation addressed to and received by the Secretary of the Funds or by
delivering a duly executed proxy bearing a later date prior to the time of the
Meeting. Any shareholder who has executed a proxy but is present at the Meeting
and who wishes to vote in person may revoke his or her proxy by notifying the
Secretary of the Funds (without complying with any formalities) at any time
before it is voted. Presence at the Meeting alone will not serve to revoke a
previously executed and returned proxy.
RECORD OWNERSHIP
The Trustees have fixed the close of business on January 8, 1998 as the
record date for the determination of shareholders of each Fund entitled to
notice of and to vote at the Meeting. As of the record date, the following
number of shares of beneficial interest of the Funds were outstanding:
FUND COMMON SHARES PREFERRED SHARES*
- -----------------------------------------------------------------------------
Premium Dividend I 14,979,601 685
Premium Dividend II 15,002,724 1,000
Select Dividend 9,885,027 700
Global Dividend 8,344,700 600
Preferred Dividend 7,257,200 525
- ------------
* The Preferred Shares of Premium Dividend I, Premium Dividend II and Global
Dividend are commonly referred to as Dutch Auction Rate Transferable
Securities ("DARTSSM"), a service mark of Solomon Brothers Inc. The
Preferred Shares of Select Dividend are commonly referred to as Auction
Market Preferred Shares ("AMPS(R)"), a registered trade mark of Merrill
Lynch & Co., Inc.
No person within the knowledge of management of the Funds beneficially
owned more than 5% of either class of any Fund's shares of beneficial interest
outstanding as of the record date, except for The Commerce Group, Inc., 211 Main
Street, Webster, MA 01570 which holds the following Common Shares: 16.5% of
Premium Dividend I and 12.0% of Premium Dividend II. (Beneficial ownership means
voting power and/or investment power, which includes the power to dispose of
shares.) As of the record date, Cede & Co., as nominee for Depository Trust
Company, held of record 12,631,533; 13,581,605; 8,782,556; 7,845,606 and
6,476,023 Common Shares of Premium Dividend I, Premium Dividend II, Select
Dividend, Global Dividend and Preferred Dividend, respectively. As of the record
date, Depository Trust Company held of record all of the Preferred Shares of
each Fund.
SUMMARY OF VOTING ON PROPOSALS
Although the Meetings of the Funds are being held jointly and proxies are
being solicited through the use of this joint proxy statement, shareholders of
each Fund will vote separately as to proposals affecting their Fund. Voting by
shareholders of one Fund will have no effect on any other Fund.
- -------------------------------------------------------------------------------
CLASS(ES) OF SHARES OF SUCH
PROPOSAL AFFECTED FUND(S) FUND ENTITLED TO VOTE
- --------- -------------------------- ----------------------------------------
1 All Funds Common Shares
2 All Funds Common and Preferred Shares
- -------------------------------------------------------------------------------
With respect to Proposal 1, each of the Common Shares of Premium Dividend I,
Premium Dividend II, Select Dividend, Global Dividend and Preferred Dividend is
entitled to one vote for the election of their respective nominees for election
as Trustees of their respective Fund. No nominee representing the Preferred
Shares of Premium Dividend I, Premium Dividend II, Select Dividend, Global
Dividend or Preferred Dividend is scheduled for election at the Meeting. With
respect to Proposal 2, each of the Common Shares and the Preferred Shares,
voting together as a single class, of each Fund is entitled to one vote for the
ratification of the selection of independent public accountants.
PROPOSAL 1
ELECTION OF TRUSTEES
(Common Shares of each Fund)
GENERAL
Each Fund's Board of Trustees consists of thirteen members. Under each
Fund's Declaration of Trust, By-Laws and the Investment Company Act of 1940, as
amended (the "Investment Company Act"), holders of the Preferred Shares are
entitled to elect two Trustees and holders of the Common Shares are entitled to
elect eleven Trustees, except in certain circumstances. Ms. Hodsdon and Ms.
McCarter and Messrs. Boudreau, Carlin, Cunningham, Fretz, Ladner, Linbeck,
Pruchansky, Smith and Toolan have been designated as subject to election by
holders of the Common Shares of each Fund. Messrs. Hiser and Scipione have been
designated as subject to election by holders of the Preferred Shares of each
Fund.
Each Board of Trustees is divided into three staggered-term classes. Two
such classes contain four Trustees each and the third class contains five
Trustees. The term of one class expires each year and no term continues for more
than three years after the applicable election. Each class of Trustees will
stand for election at the conclusion of their respective three-year terms. Such
classification may prevent replacement of a majority of the Trustees for up to a
two-year period. The foregoing is subject to the provisions of the Investment
Company Act and the Funds' By-Laws which permit the holders of the Preferred
Shares to elect the minimum number of additional Trustees which, combined with
the two Trustees elected by the holders of the Preferred Shares, would give them
a majority of the Trustees if at any time the dividends on the Preferred Shares
shall be unpaid in an amount equal to two full years' dividends and would permit
the holders of the Preferred Shares to continue to be so represented until all
dividends in arrears shall have been paid or otherwise provided for.
Each of the nominees for each Fund is currently serving as a Trustee of all
of the Funds. Each of the nominees and Trustees has served on the Board of
Trustees of the Funds since John Hancock Advisers, Inc. (the "Adviser") became
the Funds' investment adviser in May, 1992 or since the Fund's inception
(whichever was later), except that Messrs. Toolan, Cunningham and Linbeck have
served on the Board of Trustees since June 1992, December 1994 and December
1994, respectively, and Ms. Hodsdon has served on the Board of Trustees since
March 1996. Premium Dividend I was organized in 1988; Premium Dividend II was
organized in 1989; Select Dividend was organized in 1990; Global Dividend was
organized in 1992; and Preferred Dividend was organized in 1993.
A shareholder using the enclosed form of proxy may authorize the proxies to
vote for the nominees representing his or her shares or may withhold from the
proxies authority to vote for the nominees representing his or her shares. If no
contrary instructions are given, the proxies will vote FOR the nominees. Each of
the nominees has consented to his or her nomination and has agreed to serve if
elected. If, for any reason, any nominee should not be available for election or
able to serve as a Trustee, the proxies will exercise their voting power in
favor of such substitute nominee, if any, as the Funds' Trustees may designate.
The Funds have no reason to believe that it will be necessary to designate a
substitute nominee.
PROPOSAL 1 (PREMIUM DIVIDEND I, PREMIUM DIVIDEND II, SELECT DIVIDEND, GLOBAL
DIVIDEND AND PREFERRED DIVIDEND)
For each Fund, the terms of Ms. Hodsdon and Messrs. Boudreau, Smith and
Pruchansky expire at the 1998 Annual Meeting of the Funds and they are therefore
the current nominees for election; the terms of Messrs. Carlin, Cunningham,
Fretz, Hiser and Toolan expire at the 1999 Annual Meeting; and the terms of Ms.
McCarter and Messrs. Ladner, Linbeck and Scipione expire at the 2000 Annual
Meeting. The table below lists the nominees for election as Trustees of the
Funds, including their principal occupations for the past five years and other
directorships held. The table also lists the Trustees who are not currently
standing for election and whose current terms continue until the annual meetings
in 1999 and 2000, respectively.
VOTE REQUIRED FOR PROPOSAL 1
The vote of a plurality of the votes cast by the Common Shares of a Fund is
sufficient to elect the nominees of the Common Shares of that Fund.
COMMON SHARES
OWNED
BENEFICIALLY,
DIRECTLY
OR INDIRECTLY,
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION ON JANUARY 8,
WITH THE FUNDS DURING THE PAST FIVE YEARS 1998(1)(2)
- ------------------------ -------------------------- -------------
NOMINEE FOR ELECTION
TERM TO EXPIRE IN 2001
*Edward J. Boudreau, Jr. Chairman and Chief Executive 100 (A)
(Age 53) Officer, the Adviser and The 100 (B)
Chairman Berkeley Financial Group ("The 100 (C)
Berkeley Group"); Chairman, NM 100 (D)
Capital Management Inc. ("NM 100 (E)
Capital"), Sovereign Asset
Management Corporation ("SAMCorp.")
and John Hancock Advisers
International Limited ("Advisers
International"); Director, John
Hancock Advisers International
(Ireland), Chairman, Chief
Executive Officer and President,
John Hancock Funds Inc. ("John
Hancock Funds") and First Signature
Bank and Trust Company; Director,
John Hancock Freedom Securities
Corporation, John Hancock Insurance
Agency, Inc. ("Insurance Agency,
Inc."), John Hancock Capital
Corporation and New England/Canada
Business Council; Member,
Investment Company Institute Board
of Governors; Director, Asia
Strategic Growth Fund, Inc.;
Chairman, John Hancock
Distributors, Inc. ("Distributers
Inc.") (until April, 1994);
Director John Hancock Signature
Services ("Signature Services")
(until January 1997) and Trustee
and Chairman of 66 funds managed by
the Adviser.
*Anne C. Hodsdon President, Chief Operating Officer -- (A)
(Age 44) and Director, the Adviser; -- (B)
President Director, The Berkeley Group, John -- (C)
Hancock Funds, Advisers -- (D)
International, John Hancock -- (E)
Advisers International (Ireland),
Insurance Agency, Inc; Director and
President NM Capital and SAMCorp.;
Executive Vice President, the
Adviser (until December 1994);
Director, Signature Services (until
January 1997) and Trustee and
President of 66 funds managed by
the Adviser.
Steven R. Pruchansky Director and President, Mast 116 (A)
(Age 53) Holdings, Inc. (since 1991); 200 (B)
Trustee Director, First Signature Bank & 100 (C)
Trust Company (until August 1991); 425 (D)(4)
Director, Mast Realty Trust (until 390 (E)(5)
1994); President, Maxwell Building
Corp. (until 1991) and Trustee of
32 funds managed by the Adviser
Norman H. Smith Lieutenant General, United States 246 (A)
(Age 64) Marine Corps; Deputy Chief of Staff 408 (B)
Trustee for Manpower and Reserve Affairs, 270 (C)
Headquarters Marine Corps; 610 (D)
Commanding General III Marine 216 (E)
Expeditionary Force/3rd Marine
Division (retired 1991) and Trustee
of 32 funds managed by the Adviser.
<PAGE>
COMMON SHARES
OWNED
BENEFICIALLY,
DIRECTLY
OR INDIRECTLY,
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION ON JANUARY 8,
WITH THE FUNDS DURING THE PAST FIVE YEARS 1998(1)(2)
- ------------------------ -------------------------- -------------
TERM TO EXPIRE IN 1999
James F. Carlin Chairman and CEO, Carlin 2,363 (A)(6)
(Age 57) Consolidated, Inc. (management/ 1,200 (B)
Trustee investments); Director, Arbella 1,000 (C)
Mutual Insurance Company 100 (D)
(insurance), Health Plan Services, 100 (E)
Inc., Massachusetts Health and
Education Tax Exempt Trust,
Flagship Healthcare, Inc., Carlin
Insurance Agency, Inc., West
Insurance Agency, Inc. (until May
1995), Uno Restaurant Corp.;
Chairman, Massachusetts Board of
Higher Education (since 1995);
Receiver, the City of Chelsea
(until August 1992) and Trustee of
32 funds managed by the Adviser.
William H. Cunningham Chancellor, University of Texas -- (A)
(Age 54) System and former President of the -- (B)
Trustee University of Texas, Austin, Texas; -- (C)
Lee Hage and Joseph D. Jamail -- (D)
Regents Chair of Free Enterprise; -- (E)
Director, LaQuinta Motor Inns, Inc.
(hotel management company),
Jefferson-Pilot Corporation
(diversified life insurance
company) and LBJ Foundation Board
(education foundation); Advisory
Director, Texas Commerce Bank -
Austin and Trustee of 32 funds
managed by the Adviser.
Charles F. Fretz Retired; self employed; Former Vice 100 (A)
(Age 69) President and Director, Towers, 100 (B)
Trustee Perrin, Foster & Crosby, Inc. 100 (C)
(international management 100 (D)
consultants) (1952-1985) and -- (E)
Trustee of 32 funds managed by the
Adviser.
Harold R. Hiser, Jr. (3) Executive Vice President, 2,878 (A)
(Age 66) Schering-Plough Corporation -- (B)
Trustee (pharmaceuticals) (retired 1996); -- (C)
Director, ReCapital Corporation -- (D)
(reinsurance) (until 1995) and -- (E)
Trustee of 32 funds managed by the
Adviser.
John P. Toolan Director, The Smith Barney Muni 100 (A)
(Age 67) Bond Funds, The Smith Barney Tax- 100 (B)
Trustee Free Money Funds, Inc., Vantage -- (C)
Money Market Funds (mutual funds), 100 (D)
The Inefficient-Market Fund, Inc. -- (E)
(closed-end investment company) and
Smith Barney Trust Company of
Florida; Chairman, Smith Barney
Trust Company (retired December
1991); Director, Smith Barney,
Inc., Mutual Management Company and
Smith Barney Advisers, Inc.
(investment advisers) (retired
1991); Senior Executive Vice
President, Director and member of
the Executive Committee, Smith
Barney, Harris Upham & Co.,
Incorporated (investment bankers)
(until 1991) and Trustee of 32
funds managed by the Adviser.
<PAGE>
COMMON SHARES
OWNED
BENEFICIALLY,
DIRECTLY
OR INDIRECTLY,
NAME (AGE), AND POSITION PRINCIPAL OCCUPATION ON JANUARY 8,
WITH THE FUNDS DURING THE PAST FIVE YEARS 1998(1)(2)
- ------------------------ -------------------------- -------------
TERM TO EXPIRE IN 2000
Charles L. Ladner Director, Energy North, Inc. 253 (A)
(Age 59) (public utility holding company) 200 (B)
Trustee (until 1992); Senior Vice President 200 (C)
of UGI Corp. Holding Company Public 235 (D)
Utilities, LPGAS, Vice President of 200 (E)
Amerigas Partners L.P. and Trustee
of 32 funds managed by the Adviser.
Leo E. Linbeck, Jr. Chairman, President, Chief -- (A)
(Age 63) Executive Officer and Director, -- (B)
Trustee Linbeck Corporation (a holding -- (C)
company engaged in various phases -- (D)
of the construction industry and -- (E)
warehousing interests); Former
Chairman, Federal Reserve Bank of
Dallas (1992, 1993); Chairman of
the Board and Chief Executive
Officer, Linbeck Construction
Corporation; Director, PanEnergy
Corporation (a diversified energy
company), Daniel Industries, Inc.
(manufacturer of gas measuring
products and energy related
equipment), GeoQuest International
Holdings, Inc. (a geophysical
consulting firm) (1980-1993);
Former Director, Greater Houston
Partnership (1980-1995) and Trustee
of 32 funds managed by the Adviser.
Patricia P. McCarter Director and Secretary, The 512 (A)
(Age 69) McCarter Corp. (machine 229 (B)
Trustee manufacturer) and Trustee of 32 192 (C)
funds managed by the Adviser. 375 (D)
205 (E)
*Richard S. Scipione (3) General Counsel, John Hancock -- (A)
(Age 60) Mutual Life Insurance Company; -- (B)
Trustee Director, the Adviser, John Hancock -- (C)
Funds, Distributors, Inc., -- (D)
Insurance Agency, Inc., John -- (E)
Hancock Subsidiaries, Inc.,
SAMCorp. and NM Capital; Trustee,
The Berkeley Group; Director, JH
Networking Insurance Agency, Inc.;
Director, Signature Services (until
January 1997) and Trustee of 66
funds managed by the Adviser.
All Trustees and executive officers of 6,668 (A)
the Funds as a group 2,537 (B)
1,962 (C)
2,845 (D)
1,211 (E)
- ----------
(A) Premium Dividend I
(B) Premium Dividend II
(C) Select Dividend
(D) Global Dividend
(E) Preferred Dividend
* "Interested Person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Funds and the Adviser.
(1) The information as to beneficial ownership is based on statements furnished
to the Funds by the Trustees. Except as otherwise noted, each Trustee has
all voting and investment powers with respect to the shares indicated.
(2) None of the Trustees beneficially owned individually, and the Trustees and
executive officers of the Funds as a group did not beneficially own, in
excess of one percent of the outstanding Common Shares of any Fund. None of
the Trustees or executive officers of the Funds beneficially owned any of
the Preferred Shares of any Fund as of January 8, 1998.
(3) Trustee representing the holders of the Preferred Shares.
(4) Includes 125 common shares of Global Dividend held by Mr. Pruchansky's
spouse.
(5) Includes 115 common shares of Preferred Dividend held by Mr. Pruchansky's
spouse.
(6) Includes 100 common shares of Premium Dividend I held by Mr. Carlin's
spouse, and 2,163 common shares held by Carlin Consolidated, Inc.
Each Board of Trustees held four meetings during their Fund's 1997 fiscal
year. No Trustee of any Fund, with the exception of Mr. Carlin and Mr. Scipione,
attended fewer than 75% of the aggregate of (1) the total number of meetings of
the Trustees of the Fund and (2) the total number of meetings held by all
committees of the Trustees on which they served during the period in which they
served in such capacity. The Funds hold joint meetings of the Trustees and all
committees.
Each Fund has an Audit Committee of the Trustees. The Committee members are
Ms. McCarter and Messrs. Fretz, Toolan, Ladner, Smith, Pruchansky, Carlin,
Linbeck, Cunningham and Hiser. None of the members of the Audit Committee are
"interested persons" as defined in the Investment Company Act ("Independent
Trustees"). Each Audit Committee held four meetings during its respective Fund's
1997 fiscal year.
The functions performed by the Audit Committee are to recommend annually to
the Trustees a firm of independent certified public accountants to audit the
books and records of the Funds for the ensuing year; to monitor that firm's
performance; to review with the firm the scope and results of each audit and
determine the need, if any, to extend audit procedures; to confer with the firm
and representatives of the Funds on matters concerning the Funds' financial
statements and reports, including the appropriateness of their accounting
practices and of their internal controls and procedures; to evaluate the
independence of the firm; to review procedures to safeguard portfolio
securities; to approve the purchase by the Funds from the firm of all non-audit
services; to review all fees paid to the firm; to recommend to the Trustees, at
the request of the Funds' officers or Trustees, a resolution of any potential or
actual conflict of interest; and to facilitate communication between the firm
and the Funds' officers and Trustees.
Each Fund has a special nominating committee of the Trustees known as the
Administration Committee. The Committee members are Ms. McCarter and Messrs.
Fretz, Toolan, Ladner, Smith, Pruchansky, Carlin, Linbeck, Cunningham and Hiser.
All of the members of the Administration Committee are Independent Trustees.
Each Administration Committee held four meetings during its respective Fund's
1997 fiscal year.
Included among the functions of the Administration Committee is the
selection and nomination for appointment and election of candidates to serve as
Trustees who are not "interested persons" as defined in the Investment Company
Act. The Administration Committee also coordinates with Trustees who are
interested persons in the selection and election of Fund officers and will
consider nominees recommended by shareholders to serve as Trustees, provided
that shareholders submit such recommendations in compliance with all of the
pertinent provisions of Rule 14a-8 under the Securities Exchange Act of 1934, as
amended.
COMPLIANCE WITH SECTION 16(A) REPORTING REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934 requires a Fund's
executive officers, Trustees and persons who own more than ten percent of a
Fund's shares ("10% Shareholders") to file reports of ownership and changes in
ownership with the Securities and Exchange Commission ("SEC"). Executive
officers, Trustees, and 10% Shareholders are required by SEC regulations to
furnish each Fund with copies of all Section 16(a) forms they file. Based solely
on a review of the copies of these reports furnished to the Funds and
representations that no other reports were required to be filed, each Fund
believes that during the past fiscal year its executive officers, Trustees and
10% Shareholders complied with all applicable Section 16(a) filing requirements,
except that Form 3 reports disclosing no transactions in the Funds were filed
for the following officers of the Adviser in January, 1998: Miren Etcheverry and
Gerardo J. Espinoza.
EXECUTIVE OFFICERS
In addition to the Chairman (Mr. Boudreau) and President (Ms. Hodsdon), the
table below lists each Fund's executive officers. The officers of Global
Dividend and Preferred Dividend first became officers of such Funds on July 24,
1992 and May 21, 1993 (inception). The officers of Premium Dividend I, Premium
Dividend II and Select Dividend first became officers of such Funds on May 6,
1992, the date of the consummation of the Stock Purchase Transaction between the
Advisers and Patriot Group, Inc., these Funds' previous investment adviser.
NAME (AGE) AND POSITION PRINCIPAL OCCUPATION
WITH THE FUNDS DURING THE PAST FIVE YEARS
- ----------------------- --------------------------
Robert G. Freedman Vice Chairman and Chief Investment Officer, the Adviser
(Age 59) and each of the John Hancock funds; Director, the
Vice Chairman Adviser, Advisers International, John Hancock Funds,
SAMCorp., Insurance Agency, Inc., Southeastern Thrift &
Bank Fund, The Berkeley Group and NM Capital; Senior Vice
President, The Berkeley Group; President, the Adviser
(until December 1994). Director, Signature Services
(until January 1997)
James B. Little Senior Vice President and Chief Financial Officer, each
(Age 63) of the John Hancock funds; Senior Vice President, the
Senior Vice Adviser, The Berkeley Group and John Hancock Funds;
President and Senior Vice President, Signature Services (until January
Chief Financial 1997)
Officer
Susan S. Newton Vice President and Secretary, each of the John Hancock
(Age 47) funds; Vice President, the Adviser, John Hancock Funds,
Vice President and Signature Services, The Berkeley Group and Vice
Secretary President, Distributors, Inc. (until April 1994).
John A. Morin Vice President and Secretary of the Adviser, John Hancock
(Age 47) Funds, Signature Services and the Berkeley Group;
Vice President Secretary, NM Capital and SAMCorp.; Clerk, Insurance
Agency, Inc.; Counsel, John Hancock Mutual Life Insurance
Company (until February 1996); Vice President,
Distributors, Inc. (until April 1994).
James J. Stokowski Vice President and Treasurer, each of the John Hancock
(Age 51) funds and Vice President, the Adviser.
Vice President and
Treasurer
Thomas H. Connors Second Vice President, Assistant Secretary and Compliance
(Age 38) Officer, each of the John Hancock Funds; Second Vice
Second Vice President President, the Adviser.
and Compliance Officer
REMUNERATION OF TRUSTEES AND OFFICERS
The following table provides information regarding the compensation paid by
the Funds and the other investment companies in the John Hancock Fund Complex to
the Independent Trustees for their services for each Fund's most recently
completed fiscal year. The three non-Independent Trustees, Ms. Hodsdon and
Messrs. Boudreau and Scipione, and each of the officers of the Funds are
interested persons of the Adviser, are compensated by the Adviser and receive no
compensation from the Funds for their services.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION TOTAL COMPENSATION
---------------------------------------------------------------------------- FROM ALL FUNDS
INDEPENDENT PREMIUM PREMIUM SELECT GLOBAL PREFERRED IN JOHN HANCOCK FUND
TRUSTEES DIVIDEND I DIVIDEND II DIVIDEND DIVIDEND DIVIDEND COMPLEX TO TRUSTEES*
- ------------ -------------- --------------- ------------- ------------- ------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
James F. Carlin $ 1,865 $ 2,492 $ 2,002 $ 1,584 $ 1,438 $ 74,000
William H. Cunningham** 1,865 2,492 2,002 1,584 1,463 74,000
Charles F. Fretz 1,865 2,492 2,002 1,584 1,438 74,250
Harold R. Hiser, Jr.** 1,865 2,492 1,887 1,493 1,359 74,000
Charles L. Ladner 1,865 2,492 2,002 1,584 1,438 74,250
Leo E. Linbeck, Jr. 1,865 2,492 2,002 1,584 1,463 74,250
Patricia P. McCarter** 1,865 2,492 2,002 1,584 1,438 74,250
Steven R. Pruchansky** 1,939 2,590 2,084 1,650 1,508 77,250
Norman H. Smith** 1,939 2,592 2,084 1,650 1,508 77,250
John P. Toolan** 1,865 2,492 2.002 1,584 1,438 74,250
------- ------- ------- ------- ------- --------
Totals $18,798 $25,118 $20,069 $15,881 $14,491 $747,750
------- ------- ------- ------- ------- --------
- ----------
* The total compensation paid by the John Hancock Fund Complex to the Independent Trustees was $747,750 for the
calendar year ended December 31, 1997. All the Independent Trustees are Trustees of 32 funds in the John Hancock Fund
Complex.
** As of December 31, 1997, the value of the aggregate accrued deferred compensation amount from all funds in the John
Hancock fund complex for Mr. Cunningham was $220,106, for Mr. Hiser was $103,868, for Ms. McCarter was $159,075, for
Mr. Pruchansky was $68,102, for Mr. Smith was $70,607 and for Mr. Toolan was $281,133 under the John Hancock Deferred
Compensation Plan for Independent Trustees ("the "Plan"). Under the Plan, an Independent Trustee may elect to have
his deferred fees invested by a Fund in shares of one or more funds in the John Hancock Fund Complex, and the amount
paid to the Trustees under the Plan will be determined based upon the performance of such investments. Deferral of
Trustees" fees does not obligate any Fund to retain the services of any Trustee or obligate any Fund to pay any
particular level of compensation to the Trustee.
</TABLE>
PROPOSAL 2
RATIFICATION OF SELECTION OF THE INDEPENDENT PUBLIC ACCOUNTANTS
(Common Shares and Preferred Shares of each Fund)
The Trustees of each Fund, including a majority of the Independent
Trustees, have selected Deloitte & Touche, LLP ("Deloitte & Touche") to act as
independent public accountants for the Funds for each Fund's 1998 fiscal year.
The Funds' current fiscal year ends are: Premium Dividend I - September 30,
1998; Premium Dividend II - October 31, 1998; Select Dividend - June 30, 1998;
Global Dividend - July 31, 1998; and Preferred Dividend - May 31, 1998.
Deloitte & Touche has advised the Funds that it has no direct or indirect
financial interest in any of the Funds. This selection is subject to the
ratification by the shareholders of the Funds at the Meeting. The enclosed proxy
card provides space for instructions directing the proxies named therein to vote
for, against, or abstain from, ratifying that selection. A representative of
Deloitte & Touche is expected to be present at the Meeting, will have the
opportunity to make a statement if the representative desires to do so and will
be available to respond to appropriate questions relating to the examination of
the Funds' financial statements.
The Boards of Trustees, including all the Independent Trustees, unanimously
recommend that shareholders ratify the selection of Deloitte & Touche as
independent public accountants of the Funds for each Fund's 1998 fiscal year.
VOTE REQUIRED TO RATIFY THE SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The approval of a "majority" (as described below) of the Common Shares and the
Preferred Shares, voting as a single class, of each Fund is required to ratify
the selection of Deloitte & Touche as such Fund's independent public accountants
for that Fund's 1998 fiscal year.
MISCELLANEOUS
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at a Fund's annual
meeting to be held in 1999 must be received by the Fund at its offices at 101
Huntington Avenue, Boston, Massachusetts, no later than September 25, 1998 for
inclusion in that Fund's proxy statement and form of proxy relating to that
meeting.
VOTING; QUORUM; ADJOURNMENT
The affirmative vote of the holders of a plurality of the shares of a
particular class of a Fund present in person or represented by proxy at the
Meeting, assuming a majority of the outstanding shares of that class is present,
is required to elect the nominees representing the Common Shares or Preferred
Shares, as the case may be. The adoption by the shareholders of a Fund of
Proposal 2 requires the affirmative vote of a majority of the shares which is
defined as the lesser of: (i) 67% or more of the voting securities of the Fund
present at the Meeting, if the holders of more than 50% of the Common Shares and
the Preferred Shares of that Fund, voting together as a single class, are
present or represented by proxy; or (ii) more than 50% of the outstanding Common
Shares and the Preferred Shares of the Fund, voting together as a single class.
For each Fund, Common Shares and Preferred Shares represented in person or
by proxy (including shares which abstain or do not vote with respect to one or
both of the proposals presented for shareholder approval) will be counted for
purposes of determining whether a quorum is present at the Meeting. Abstentions
from voting will be treated as shares that are present and entitled to vote for
purposes of determining the number of shares that are present and entitled to
vote with respect to either proposal, but will not be counted as a vote in favor
of that proposal. Accordingly, an abstention from voting has no effect on the
voting in determining whether Proposal 1 has been adopted but has the same
effect as a vote against Proposal 2.
Although both of the proposals in this proxy statement are considered
routine matters on which brokers holding shares in "street name" may vote
without instruction under the rules of the New York Stock Exchange, if a broker
or nominee holding shares in "street name" nevertheless indicates on the proxy
that it does not have discretionary authority to vote as to either proposal,
those shares will not be considered as present and entitled to vote as to that
proposal. Accordingly, a "broker non-vote" has no effect on the voting in
determining whether Proposal 1 has been adopted and has no effect on the voting
in determining whether Proposal 2 has been adopted pursuant to item (i) above,
provided that the holders of more than 50% of the outstanding shares (excluding
the "broker non-votes") are present or represented by proxy. However, with
respect to determining whether Proposal 2 has been adopted pursuant to item (ii)
above, because shares represented by a "broker non-vote" are considered
outstanding shares, a "broker non-vote" has the same effect as a vote against
such proposal.
While, as noted above, both of the proposals in this proxy statement are
routine, for non-routine matters, brokers that are member organizations of the
New York Stock Exchange may, pursuant to a rule in the New York Stock Exchange,
vote Preferred Shares for which they have not received voting instructions in
proportion to Preferred Shares for which they have received voting instructions.
With respect to each Proposal, a broker may only vote Preferred Shares
proportionally if (i) a minimum of 30% of the outstanding Preferred Shares of
the Fund have been voted, (ii) less than 10% of the outstanding Preferred shares
of the Fund voted against the proposal, (iii) with respect to Proposal 2 only,
the shareholders of the Common Shares of the Fund have approved the Proposal and
(iv) a majority of the Independent Trustees of the Fund have approved the
Proposal. At a meeting held on December 3, 1997, a majority of the Independent
Trustees of each Fund approved both of the Proposals being submitted to
shareholders at the Meeting. Preferred Shares voted proportionally by brokers
will be counted as present and entitled to vote at the Meeting for purposes of
establishing a quorum.
In the event that at the time any session of any Meeting is called to order
and a quorum is not present in person or by proxy, the persons named as proxies
may vote those proxies which have been received to adjourn such Meeting to a
later date. In the event that a quorum is present at any Meeting but sufficient
votes in favor of Proposal 2 and FOR the nominees set forth in Proposal 1 have
not been received, the persons named as proxies may propose one or more
adjournments of such Meeting to permit further solicitation of proxies with
respect to such proposal. Any adjournment will require the affirmative vote of a
majority of the shares present in person or by proxy at the session of the
Meeting to be adjourned. The persons named as proxies will vote those proxies
which they are entitled to vote in favor of any such proposal in favor of such
adjournment and will vote those proxies required to be voted against any such
proposal against such adjournment. With respect to any Fund's Meeting, a
shareholder vote may be taken on one or both of the proposals prior to such
adjournment if sufficient votes for the proposal's approval have been received
and it is otherwise appropriate.
EXPENSES AND METHODS OF SOLICITATION
The costs of the Meeting, including the solicitation of proxies, will be
paid by the Funds. Persons holding shares as nominees will be reimbursed by the
relevant Fund, upon request, for their reasonable expenses in sending soliciting
material to the principals of the accounts. In addition to the solicitation of
proxies by mail, Trustees, officers and employees of the Funds or of the Funds'
investment adviser may solicit proxies in person or by telephone. John Hancock
Advisers, Inc., 101 Huntington Avenue, Boston Massachusetts 02199-7603, serves
as each Fund's investment adviser and serves as the administrator of Premium
Dividend I, Premium Dividend II, Select Dividend and Preferred Dividend. John
Hancock Advisers International Limited, 34 Dover Street, London, England, serves
as Global Dividend's investment subadviser. Mitchell Hutchins Asset Management,
Inc., 1285 Avenue of the Americas, New York, New York, serves as Global
Dividend's administrator. The firm Corporate Investor Communications, Inc. has
been retained to assist in the solicitation of proxies at a cost of
approximately $21,500.
OTHER MATTERS
The management of the Funds knows of no business to be brought before the
Meeting except as mentioned above. If, however, any other matters were properly
to come before the Meeting, the persons named in the enclosed form of proxy
intend to vote on such matters in accordance with their best judgment. If any
shareholders desire additional information about the matters proposed for
action, the management will provide further information.
The Meeting is scheduled as a joint meeting of the respective shareholders
of the Funds because the shareholders of all the Funds are generally expected to
consider and vote on similar matters. The Boards of Trustees of the Funds have
determined that the use of this joint Proxy Statement for the Meeting is in the
best interest of each Fund's shareholders. In the event that any shareholder
present at the Meeting objects to the holding of a joint meeting and moves for
an adjournment of his or her particular Fund's Meeting to a time immediately
after the Meeting so that his or her particular Fund's Meeting may be held
separately, the persons named as proxies will vote in favor of such adjournment.
Shareholders of each Fund will vote separately on both of the Proposals relating
to their Fund, and an unfavorable vote on a Proposal by the shareholders of one
Fund will not affect the implementation of such Proposal by another Fund if the
Proposal is approved by the shareholders of that Fund.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND I
JOHN HANCOCK PATRIOT PREMIUM DIVIDEND FUND II
JOHN HANCOCK PATRIOT SELECT DIVIDEND TRUST
JOHN HANCOCK PATRIOT GLOBAL DIVIDEND FUND
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
Dated: January 23, 1998
<PAGE>
P R O X Y
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
The undersigned holder of common shares of beneficial interest ("Common Shares")
of John Hancock Patriot Preferred Dividend Fund (the "Fund") hereby constitutes
and appoints Edward J. Boudreau, Jr., James B. Little and Susan S. Newton, and
each of them singly, proxies and attorneys of the undersigned, with full power
of substitution to each, for and in the name of the undersigned, to vote and act
upon all matters (unless and except as expressly limited below) at the Annual
Meeting of Shareholders of the Fund to be held on Thursday, March 5, 1998 at the
offices of the Fund, 101 Huntington Avenue, Boston, Massachusetts, at 9:00 a.m.,
Eastern time, and at any and all adjournments thereof, in respect of all Common
Shares of the Fund held by the undersigned or in respect of which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present. All proxies heretofore given by
the undersigned in respect of said meeting are hereby revoked.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please complete, sign, date and return this Proxy in the enclosed envelope as
soon as possible. Please sign exactly as your name or names appear in the box on
the reverse. When signing as Attorney, Executor, Administrator, Trustee or
Guardian, please give your full title as such. If a corporation, please sign in
full corporate name by president or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
X PLEASE MARK VOTES
- ---- AS IN THIS EXAMPLE
For With- For all
All Hold Except
1.) To elect the following nominees to
serve as Trustees of the Fund. _____ _____ _____
Edward J. Boudreau, Jr., Anne C. Hodsdon,
Steven R. Pruchansky and Norman H. Smith
Note: If you do not wish your shares voted "For"
a particular nominee, mark the "For All Except"
box and strike a line through the names of the
nominee(s). Your shares will be voted for the
remaining nominee(s).
For Against Abstain
2.) To ratify the selection of
Deliotte & Touche, LLP as
Independent public accountants. _____ _____ _____
THIS PROXY IS SOLICITED BY
THE BOARD OF TRUSTEES
Specify desired action by check marks in
the appropriate spaces. If no
specification is made, this Proxy will
be voted for the nominees named in the
Proxy Statement and in favor of Item 2.
The persons named as proxies have
discretionary authority, which they
intend to exercise in favor of the
proposals referred to and according to
their best judgment as to the other
matters which may properly come before
the meeting.
Please be sure to sign Date Mark box at right if
and date this Proxy. address change has been
noted on the reverse side
of this card. _____
_____________________ __________________
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
P R O X Y
JOHN HANCOCK PATRIOT PREFERRED DIVIDEND FUND
The undersigned holder of preferred shares of beneficial interest
("Preferred Shares") of John Hancock Patriot Preferred Dividend Fund (the
"Fund") hereby constitutes and appoints Edward J. Boudreau, Jr., James B. Little
and Susan S. Newton, and each of them singly, proxies and attorneys of the
undersigned, with full power of substitution to each, for and in the name of the
undersigned, to vote and act upon all matters (unless and except as expressly
limited below) at the Annual Meeting of Shareholders of the Fund to be held on
Thursday, March 5, 1998 at the offices of the Fund, 101 Huntington Avenue,
Boston, Massachusetts, at 9:00 a.m., Eastern time, and at any and all
adjournments thereof, in respect to all Preferred Shares of the Fund held by the
undersigned or in respect of which the undersigned would be entitled to vote or
act, with all the powers the undersigned would possess if personally present.
All proxies heretofore given by the undersigned in respect of said meeting are
hereby revoked.
ITEM 2: To ratify the selection of Deloitte & Touche, LLP as independent public
accountants.
|_| FOR |_| AGAINST |_| ABSTAIN
Specify desired action by check marks in the appropriate space. This
Proxy will be voted as specified. If no specification is made, the Proxy will be
voted in favor of Item 2. The persons named as proxies have discretionary
authority, which they intend to exercise in favor of the proposals referred to
and according to their best judgment as to the other matters which properly come
before the meeting.
PLEASE COMPLETE, SIGN, DATE AND RETURN
THIS PROXY IN THE ENCLOSED ENVELOPE AS
SOON AS POSSIBLE. PLEASE SIGN EXACTLY AS
YOUR NAME OR NAMES APPEAR IN THE BOX ON
THE LEFT. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH. IF A CORPORATION, PLEASE SIGN IN
FULL CORPORATE NAME BY PRESIDENT OR
OTHER AUTHORIZED OFFICER. IF A
PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP
NAME BY AUTHORIZED PERSON.
Date _____________________________,1998
________________________________________
________________________________________
Signature(s) of Shareholder(s)
THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
