SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934.
(Amendment No. )
Filed by the Registrant[x]
Filed by a Party other than the Registrant[ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
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HERITAGE U.S. GOVERNMENT INCOME FUND
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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(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(1):
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4) Proposed maximum aggregate value of transaction:
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(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PRELIMINARY COPY -- TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
HERITAGE U.S. GOVERNMENT INCOME FUND
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 28, 1997
TO THE SHAREHOLDERS:
The annual meeting of the holders of shares of beneficial interest of
Heritage U.S. Government Income Fund (the "Fund") will be on February 28, 1997
at 8:30 a.m. Eastern standard time, or any adjournment(s) thereof, at 100
Carillon Parkway, Suite 280, St. Petersburg, FL 33716, for the following
purposes:
(1) To elect two (2) trustees to serve terms as described herein,
until their successors are elected and qualified;
(2) To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for the fiscal year ending October 31,
1997; and
(3) To transact such other business as may properly come before
the Annual Meeting or any adjournment(s) thereof.
You are entitled to vote at the meeting and any adjournment(s) thereof
if you owned shares of the Fund at the close of business on January 7, 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 Trustees,
CLIFFORD J. ALEXANDER
SECRETARY
January 14, 1997
880 Carillon Parkway
St. Petersburg, Florida 33716
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy form,
date and sign the form, and return the form in the envelope provided. If you
sign, date and return the proxy form but give no voting instructions, your
shares will be voted "FOR" the proposals noticed above. In order to avoid the
additional expense of further solicitation, we ask your cooperation in mailing
your proxy card promptly. Unless proxy cards submitted by corporations and
partnerships are signed by the appropriate persons as indicated in the voting
instructions on the proxy card, they will not be voted.
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<PAGE>
HERITAGE U.S. GOVERNMENT INCOME FUND
880 Carillon Parkway
St. Petersburg, Florida 33716
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PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 28, 1997
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INTRODUCTION
This is a proxy statement with respect to Heritage U.S. Government
Income Fund (the "Fund"), in connection with the solicitation of proxies made
by, and on behalf of, the Fund's Board of Trustees, to be used at the Fund's
annual meeting of shareholders or any adjournment(s) thereof ("Meeting"). This
proxy statement first will be mailed to shareholders on or about January 14,
1997.
A majority of the shares of beneficial interest of the Fund ("Shares")
outstanding on January 7, 1997 ("Record Date") represented in person or by
proxy, must be present to constitute a quorum for the transaction of business at
the Meeting. Only holders of Shares as of this date are entitled to notice of
and to vote at the Meeting. In the absence of a quorum or in the event that a
quorum is present at the Meeting but votes sufficient to approve any one of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit the further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies that they are entitled to vote
FOR such proposal in favor of an adjournment and will vote those proxies
required to be voted AGAINST such proposal against such adjournment. A
shareholder vote may be taken on one or more of the proposals described 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
persons entitled to vote and 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. Accordingly, abstentions and broker non-votes
effectively will be a vote against adjournment or against the proposal when the
required vote is a percentage of the Shares present. Abstentions and broker
non-votes will not be counted, however, as votes cast for purposes of
determining whether sufficient votes have been received to approve a proposal.
The individuals named as proxies in the enclosed proxy card will vote
in accordance with your directions 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 sign, date and return the proxy card, but give no
voting instructions, your Shares will be voted in favor of the proposals
described in this proxy statement. The duly appointed proxies may, in their
discretion, vote upon such other matters as may properly come before the
Meeting. Your proxy card may be revoked by giving another proxy, by letter or
telegram revoking your proxy if received by the Fund prior to the Meeting, or by
appearing and voting at the Meeting. Pursuant to Massachusetts law, shareholders
of the Fund will not be entitled to any rights of appraisal with respect to the
matters described in this Proxy Statement.
As of the Record Date, the Fund had _________ Shares outstanding and
_____________ held of record or owned beneficially more than 5% of the issued
and outstanding Shares of the Fund. All costs associated with the Meeting,
including the solicitation of proxies, will be borne by the Fund. Solicitations
<PAGE>
will be made primarily by mail but also may include telephone communications by
regular employees of Heritage Asset Management, Inc. ("Heritage"), who will not
receive any compensation therefor from the Fund. Each full Share is entitled to
one vote, and each fractional Share is entitled to a proportionate share of one
vote. YOU MAY OBTAIN A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT TO
SHAREHOLDERS, FREE OF CHARGE, BY WRITING TO HERITAGE AT 880 CARILLON PARKWAY,
ST. PETERSBURG, FLORIDA 33716 OR BY CALLING 1-800-421-4184.
PROPOSAL 1. ELECTION OF TRUSTEES
Pursuant to the provisions of the Fund's Declaration of Trust, the
Trustees have determined that the number of Trustees is fixed at seven. The
Declaration of Trust requires that the Trustees be elected by Class, with each
Class serving for three years after completion of an initial term. The Fund
currently has three classes of Trustees. There are two Class I Trustees, two
Class II Trustees and three Class III Trustees. Class I Trustees' terms will
expire at the 1999 annual meeting of shareholders; Class II Trustees' terms will
expire at the 1997 annual meeting of shareholders; and Class III Trustees' terms
will expire at the 1998 annual meeting of shareholders.
Proposal 1 relates to the election of Class II Trustees (the
"Nominees"). The Nominees for Class II Trustees are listed below. These Nominees
have served as Class II Trustees since the organization of the Fund in 1993. If
elected, each Nominee will hold office for three years or until a successor is
elected and qualified. Your proxy will be voted for the election of the Nominees
unless you give contrary instructions in the form of proxy. Each Nominee has
indicated his willingness to serve if elected. If either Nominee should withdraw
or otherwise become unavailable for election due to unforeseen events, the
proxies will vote for such other Nominee or Nominees as the Fund's management
may recommend unless the Board reduces the number of trusteeships.
<TABLE>
<CAPTION>
SHARES OF
BENEFICIAL
POSITION WITH INTEREST OWNED
NAME, AGE AND BUSINESS EXPERIENCE THE FUND AS OF 11/30/96
--------------------------------- -------- --------------
<S> <C> <C>
CLASS I:
(NOT NOMINATED FOR ELECTION AT THIS TIME)
DONALD W. BURTON (52) Trustee ---
President of South Atlantic Capital Corporation
(venture capital) since 1981.
DAVID M. PHILLIPS (57) Trustee ---
Chairman and Chief Executive Officer of CCC
Information Services, Inc. since 1994 and of
InfoVest Corporation (information services to the
insurance and auto industries and consumer
households) since 1982.
CLASS II:
(NOMINATED FOR ELECTION AT THIS TIME)
JAMES L. PAPPAS (53) Trustee ---
Dean of College of Business Administration from
1987 to1996 and Lykes Professor of Banking and
Finance since 1986 at University of South Florida,
Tampa, Florida.
2
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SHARES OF
BENEFICIAL
POSITION WITH INTEREST OWNED
NAME, AGE AND BUSINESS EXPERIENCE THE FUND AS OF 11/30/96
--------------------------------- -------- --------------
RICHARD K. RIESS* (47) Trustee ---
President from 1995 to present, Chief Executive
Officer from 196 to present, Chief Operating
Officer from 1988 to 1996, and Executive Vice
President from 1988 to 1994 of Eagle Asset
Management, Inc. ("Eagle").
CLASS III:
(NOT NOMINATED FOR ELECTION AT THIS TIME)
THOMAS A. JAMES* (54) Chairman of the ---
Chairman of the Board since 1986, and Chief Board
Executive Officer since 1969 and President from
1972 to 1986 of Raymond James Financial, Inc.
("RJF"); Chairman of the Board of Raymond James &
Associates, Inc. since 1969; Chairman of the Board
since 1984 and Chief Executive Officer from 1994
to 1996 of Eagle.
C. ANDREW GRAHAM (56) Trustee ---
Vice President of Financial Designs Ltd. since
1992; Executive Vice President of the Madison
Group, Inc. from 1991 to 1992.
ERIC STATTIN (63) Trustee ---
Litigation consultant/expert witness and private
investor since 1988.
</TABLE>
*Messrs. James and Riess are "interested persons" of the Fund as
defined in section 2(a)(19) of the Investment Company Act of 1940, as
amended ("1940 Act").
Each of the above-referenced Trustees also serves as Trustee for
Heritage Capital Appreciation Trust, Heritage Cash Trust, Heritage Income Trust,
Heritage Income-Growth Trust and Heritage Series Trust (the Fund and these
investment companies are collectively referred to herein as the "Heritage Family
of Funds"). All Trustees and officers of the Fund as a group own beneficially
less than 1% of the shares outstanding on the Record Date. The Board of Trustees
met five times during the fiscal year ended October 31, 1996, and each Trustee
attended at least 75% of those meetings. The Board has an Audit Committee that
reviews and evaluates the audit function and that consists of the Trustees who
are not "interested persons" of the Trust as defined in the 1940 Act
("Independent Trustees") (currently, Messrs. Burton, Graham, Pappas, Phillips
and Stattin). The Audit Committee did not meet formally during the Fund's last
fiscal year. However, the Trustees, including the members of the Audit
Committee, met twice with the Fund's independent public accountants. The Fund
does not have Nominating or Compensation Committees.
3
<PAGE>
The Fund currently pays each Independent Trustee $1,333.33 annually and
$333.33 per quarterly meeting of the Board of Trustees, and each Independent
Trustee was paid $166.66 for attending the one Special Meeting held during
fiscal year 1996. [PLEASE CONFIRM.] Trustees also are reimbursed for any
expenses incurred in attending Board meetings. Because Heritage performs
substantially all of the services necessary for the operation of the Fund, the
Fund requires no employees. No officer, director or employee of Heritage
receives any compensation from the Fund for acting as a Trustee or officer. The
following table shows the compensation earned by each Trustee for the fiscal
year ended October 31, 1996. [PLEASE PROVIDE UPDATED NUMBERS FOR TABLE.]
<TABLE>
<CAPTION>
Total
Compensation
From the Fund
Pension or and the
Aggregate Retirement Estimated Heritage
Compensation Benefits Accrued Annual Benefits Family of
Name of Person, From the as Part of the Upon Retirement Funds Paid
Position Fund Fund's Expenses Retirement to Trustees
--------------- ------------ ---------------- --------------- --------------
<S> <C> <C> <C> <C>
Donald W. Burton, Trustee $ -- $0 $0 $ --
C. Andrew Graham, Trustee $ -- $0 $0 $ --
David M. Phillips, Trustee $ -- $0 $0 $ --
Eric Stattin, Trustee $ -- $0 $0 $ --
James L. Pappas, Trustee $ -- $0 $0 $ --
Richard K. Riess, Trustee $ 0 $0 $0 $ 0
Thomas A. James, Trustee $ 0 $0 $0 $ 0
</TABLE>
The Fund's officers and Trustees, persons owning more than 10% of the
Fund's shares of beneficial interest and certain officers of Heritage are
required by law to report their transactions in the Fund's shares to the
Securities and Exchange Commission, the New York Stock Exchange and the Fund.
Based solely on the Fund's review of copies of such reports it has received and
upon written representations it has received from these persons, the Fund
believes that, during the fiscal year ended October 31, 1996, all filing
requirements applicable to such persons were met.
VOTE REQUIRED
Trustees must be elected by a plurality of the shares present at the
Meeting in person or by proxy and entitled to vote thereon.
4
<PAGE>
THE BOARD OF TRUSTEES
RECOMMENDS THAT YOU VOTE TO REELECT
MESSRS. PAPPAS AND RIESS AS TRUSTEES OF THE FUND
PROPOSAL 2: RATIFICATION OF SELECTION OF ACCOUNTANTS
The Independent Trustees have selected Price Waterhouse LLP as
independent public accountants for the Fund for the year ending October 31,
1997. During 1996, the Independent Trustees accepted the resignation of Coopers
& Lybrand L.L.P. and appointed Price Waterhouse LLP as the Fund's independent
public accountants. Coopers & Lybrand L.L.P.'s reports for the last two years
did not contain any adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope, or accounting principles.
No disagreement occurred between Coopers & Lybrand L.L.P. and the Fund during
the last two years with respect to any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
The Fund's financial statements for the fiscal year ended October 31,
1996 were audited by Price Waterhouse LLP. Price Waterhouse LLP has informed the
Fund that it has no material direct or indirect financial interest in the Fund.
Representatives of Price Waterhouse LLP 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.
VOTE REQUIRED
The affirmative vote of at least a majority of the shares of the Fund
present, in person or by proxy, is required for ratification.
THE BOARD OF TRUSTEES
RECOMMENDS THAT YOU VOTE FOR PROPOSAL 2.
HERITAGE AND ITS AFFILIATES
Heritage serves as the Fund's investment adviser and administrator.
Heritage is a Florida corporation organized in 1985 and registered as an
investment adviser under the Investment Advisers Act of 1940. Heritage is wholly
owned by RJF. Thomas A. James, a Trustee, by virtue of his direct or indirect
ownership of RJF, owns beneficially more than 10% of Heritage. The principal
address of Heritage, RJF, Thomas A. James and each of Heritage's directors and
principal executive officers is 880 Carillon Parkway, St. Petersburg, Florida
33716.
EXECUTIVE OFFICERS
Officers of the Fund are appointed by the Trustees and serve at the
pleasure of the Board. None of the Fund's officers currently receives any
compensation from the Fund. All officers as a group own beneficially less than
1% of the shares outstanding on the Record Date. The executive officers of the
Fund are:
STEPHEN G. HILL, age 37, PRESIDENT. Mr. Hill has been a director and
the Chief Executive Officer and President of Heritage since 1989 and a director
of Eagle since 1996.
5
<PAGE>
H. PETER WALLACE, age 50, VICE PRESIDENT. Mr. Wallace has been a Senior
Vice President and Director of Fixed Income Investments of Heritage since 1993.
Mr. Wallace served as Vice President of Mortgage Products of Donaldson, Lufkin &
Jenrette from 1990 to 1992.
DONALD H. GLASSMAN, age 39, TREASURER. Mr. Glassman has been Treasurer
of Heritage and Treasurer of Heritage Mutual Funds since 1989.
CLIFFORD J. ALEXANDER, age 54, SECRETARY. Mr. Alexander is a partner at
Kirkpatrick & Lockhart LLP.
SHAREHOLDER PROPOSALS
The Fund holds a meeting of shareholders each year. Any shareholder who
wishes to submit proposals to be considered at an annual meeting of the Fund's
shareholders should send such proposals to the Fund at 880 Carillon Parkway, St.
Petersburg, Florida 33733, so as to be received by the Fund no later than
October 31, 1997.
Shareholder proposals that are submitted in a timely manner will not
necessarily be included in the Fund's proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.
OTHER BUSINESS
Management knows of no other 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 interests of the Fund.
By Order of the Board of Trustees,
CLIFFORD J. ALEXANDER,
SECRETARY
January 14, 1997
IT IS IMPORTANT THAT YOU VOTE AND RETURN YOUR PROXY PROMPTLY.
6
<PAGE>
PROXY
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HERITAGE U.S.GOVERNMENT INCOME FUND
ANNUAL MEETING OF SHAREHOLDERS - FEBRARY 28, 1997
The undersigned hereby appoints as proxies Stephen G. Hill, K.C. Clark and
Donald H. Glassman, each with the power of substitution, to vote for the
undersigned all shares of beneficial interest of the undersigned at the
aforementioned 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 indicate authority to vote "FOR" all proposals. THIS PROXY IS
SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
Please date and sign this proxy and return it in the enclosed postage paid
envelope to: 880 Carillon Parkway, St. Petersburg, Florida 33716.
PLEASE INDICATE YOUR VOTE BY PLACING AN "X" IN THE APPROPRIATE BOX BELOW.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR"
1. Election of Class II Trustees:
James L. Pappas and Richard K. Riess
FOR _______ AGAINST _______ ABSTAIN ______
FOR, except vote withheld from the following nominee:
2. Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund for the fiscal year ending October 31, 1997.
FOR _______ AGAINST _______ ABSTAIN ______
This proxy will not be voted unless it is dated and signed exactly as instructed
below.
Date: _____________________ ______________________________________
Signature
______________________________________
Signature
If shares are held jointly, each
shareholder named should sign; if
only one signs, his signature will
be binding. If the shareholder is a
corporation, the President or Vice
President should sign in her own
name, indicating title. If the
shareholder is a partnership, a
partner should sign in his own
name, indicating that he is a
"Partner."
