SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or
Sec. 240.14a-12
WORLD INVESTMENT SERIES, INC.
(Name of Registrant as Specified In Its Charter)
Federated Investors, Inc.
(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)(4) and 0-11.
1. Title of each class of securities to which transaction applies:
2. Aggregate number of securities to which transaction applies:
3. Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4. Proposed maximum aggregate value of transaction:
5. Total fee paid:
[ ] Fee paid previously with preliminary proxy materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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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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KNOW ALL PERSONS BY THESE PRESENTS that the undersigned shareholders of
Federated World Utility Fund hereby appoint Karen M. Brownlee, Patricia F.
Conner, Marie M. Hamm, Suzanne W. Land, and Elisabeth A. Miller, or any one of
them, true and lawful attorneys, with the power of substitution of each, to vote
all Class F Shares of Federated World Utility Fund which the undersigned is
entitled to vote at the Special Meeting of Shareholders to be held on February
23, 1999, at 5800 Corporate Drive, 3rd Floor, Pittsburgh, Pennsylvania
15237-7000, at 2:00 p.m., and at any adjournment thereof.
The attorneys named will vote the shares represented by this proxy in accordance
with the choice made on this ballot. If no choice is indicated as to the item,
this proxy will be voted affirmatively on the matter. Discretionary authority is
hereby conferred as to all other matters as may properly come before the Special
Meeting or any adjournment thereof.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF WORLD INVESTMENT
SERIES, INC. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
TO APPROVE OR DISAPPROVE A CHARTER AMENDMENT RECLASSIFYING ALL OF
THE FUND'S CLASS F SHARES AS CLASS A SHARES.
FOR [ ]
AGAINST [ ]
ABSTAIN [ ]
YOUR VOTE IS IMPORTANT
Please complete, sign and return _____________________
this card as soon as possible. Date
Mark with an X in the box. _____________________
Signature
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Signature (Joint Owners)
Please sign this proxy exactly as your name appears on the books of the
Corporation. Joint owners should each sign personally. Directors and other
fiduciaries should indicate the capacity in which they sign, and where more than
one name appears, a majority must sign. If a corporation, this signature should
be that of an authorized officer who should state his or her title.
FEDERATED WORLD UTILITY FUND
PLEASE VOTE!
Federated World Utility Fund will hold a special meeting of shareholders on
February 23, 1999. It is important for you to vote on the issue described in
this Proxy Statement. We recommend that you read the Proxy Statement in its
entirety.
TIME IS OF THE ESSENCE. . .
VOTING ONLY TAKES A FEW MINUTES
AND YOUR PARTICIPATION
IS IMPORTANT! BE SURE TO
COMPLETE AND RETURN YOUR
PROXY CARD PROMPTLY TO
AVOID ADDITIONAL EXPENSE
TO THE FUND.
Following is an introduction to the proposal and the process.
WHY AM I BEING ASKED TO VOTE?
Mutual funds are required to obtain shareholders' votes for certain types of
changes, like the one included in this Proxy Statement. You have a right to vote
on this change.
WHAT IS THE ISSUE I AM BEING ASKED TO VOTE ON?
To approve a Charter amendment reclassifying all of the Fund's Class F Shares as
Class A Shares.
WILL THE RECLASSIFICATION CREATE TAX CONSEQUENCES? No, this is a nontaxable
event.
HOW WILL THE RECLASSIFICATION AFFECT MY INVESTMENT?
There will not be any changes to the Fund's investment objective and
policies.
No front end sales charges or contingent deferred sales charges will be
assessed when the reclassification to Class A Shares occurs. Subsequent
purchases of Class A Shares may, however, be subject to a front-end sales
charge.
WILL I REALIZE AN ADVANTAGE AS A CLASS A SHAREHOLDER?
As a Class A shareholder, you have access to over 30 other Federated funds with
varying investment objectives which offer Class A Shares. You will be able to
exchange* into any of them without incurring a sales charge.
HOW DO I VOTE MY SHARES?
You may simply sign and return the enclosed Proxy Card or vote in person at the
special meeting of shareholders. If we do not receive your Proxy Card, we may
contact you by telephone to request that you cast your vote.
WHO DO I CALL IF I HAVE QUESTIONS ABOUT THE PROXY STATEMENT? Call your Fund
Representative or a Federated Client Service Representative. Federated's
toll-free number is 1-800-341-7400.
AFTER CAREFUL CONSIDERATION, THE BOARD OF DIRECTORS HAS UNANIMOUSLY APPROVED
THIS PROPOSAL. THE BOARD RECOMMENDS THAT YOU READ THE ENCLOSED MATERIALS
CAREFULLY AND VOTE FOR THE PROPOSAL.
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*Before exchanging, please read the fund prospectus.
PROXY STATEMENT
WORLD INVESTMENT SERIES, INC.
FEDERATED WORLD UTILITY FUND
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 23, 1999
A special meeting of the shareholders of Federated World Utility Fund (the
"Fund"), a portfolio of World Investment Series, Inc. (the "Corporation") will
be held at 5800 Corporate Drive, 3rd Floor, Pittsburgh, Pennsylvania 15237-7000,
at 2:00 p.m. (Eastern time) on February 23, 1999, for the following purposes:
1. TO APPROVE OR DISAPPROVE A CHARTER AMENDMENT RECLASSIFYING ALL OF
THE FUND'S CLASS F SHARES AS CLASS A SHARES; AND
2. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
The Board of Directors has fixed November 25, 1998, as the record date for
determination of shareholders entitled to vote at the meeting.
By Order of the Directors
John W. McGonigle
Secretary
December 9, 1998
SIGN, DATE AND RETURN THE ENCLOSED PROXY PROMPTLY TO AVOID ADDITIONAL
EXPENSE.
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING
FOLLOW-UP LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE
ENCLOSED PROXY. IF YOU ARE UNABLE TO ATTEND THE MEETING, PLEASE
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY SO THAT THE NECESSARY
QUORUM MAY BE REPRESENTED AT THE SPECIAL MEETING. THE ENCLOSED
ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
1
PROXY STATEMENT
WORLD INVESTMENT SERIES, INC.
FEDERATED WORLD UTILITY FUND
Federated Investors Funds
5800 Corporate Drive
Pittsburgh, PA 15237-7000
ABOUT THE PROXY SOLICITATION AND THE SPECIAL MEETING
The enclosed proxy is solicited on behalf of the Board of Directors of the Fund
(the "Board" or "Directors"). The proxies will be voted at the special meeting
of shareholders of the Fund to be held on February 23, 1999, at 5800 Corporate
Drive, 3rd Floor, Pittsburgh, Pennsylvania 15237-7000, at 2:00 p.m. (such
special meeting and any adjournment or postponement thereof are referred to as
the "Special Meeting").
The cost of the solicitation, including the printing and mailing of proxy
materials, will be borne by the Fund. In addition to solicitations through the
mails, proxies may be solicited by officers, employees, and agents of the Fund
or, if necessary, a communications firm retained for this purpose. Such
solicitations may be by telephone, telegraph, or otherwise. Any telephonic
solicitations will follow procedures designed to ensure accuracy and prevent
fraud, including requiring identifying shareholder information, recording the
shareholder's instructions, and confirming to the shareholder after the fact.
Shareholders who communicate proxies by telephone or by other electronic means
have the same power and authority to issue, revoke, or otherwise change their
voting instruction as currently exists for instructions communicated in written
form. The Fund will reimburse custodians, nominees, and fiduciaries for the
reasonable costs incurred by them in connection with forwarding solicitation
materials to the beneficial owners of Shares held of record by such persons.
The purpose of the Special Meeting is set forth in the accompanying Notice. The
Directors know of no business other than that mentioned in the Notice that will
be presented for consideration at the Special Meeting. Should other business
properly be brought before the Special Meeting, proxies will be voted in
accordance with the best judgment of the persons named as proxies. This proxy
statement and the enclosed proxy card are expected to be mailed on or about
December 9, 1998, to shareholders of record at the close of business on November
25, 1998 (the "Record Date").
On the Record Date, the Fund had outstanding 718,350.125 Class F Shares
("Shares") of common stock.
The Fund's annual report, which includes audited financial statements for
the fiscal year ended November 30, 1997, was previously mailed to shareholders.
Requests for the annual report which contains audited financial statements for
the fiscal year ended November 30, 1997 and/or the semi-annual report which
contains unaudited financial statements for the period ended May 31, 1998,
available free of charge, or other information may be made by writing to the
Fund's principal executive offices located at Federated Investors Funds, 5800
Corporate Drive, Pittsburgh, Pennsylvania 15237-7000 or by calling toll-free
1-800-341-7400.
<PAGE>
CHARTER AMENDMENT TO RECLASSIFY CLASS F SHARES AS CLASS A SHARES
At its meeting on August 21, 1998, the Board authorized, approved and
declared advisable amending the Corporation's Articles of Incorporation to
reflect a reclassification of all Class F Shares as Class A Shares
("Reclassification"). The Articles of Amendment are included as Exhibit A.
DESCRIPTION OF CLASS A SHARES AND CLASS F SHARES
Class A Shares are sold without a sales charge to trust departments,
investment advisers, insurance companies and certain retirement plans. Retail
customers of Class A Shares pay a sales charge computed as follows:
SALES CHARGE AS %
AMOUNT OF TRANSACTION OF OFFERING PRICE
Less than $50,000 5.50%
$50,000 but less than $100,000 4.50%
$100,000 but less than $250,000 3.75%
$250,000 but less than $500,000 2.50%
$500,000 but less than $1 million 2.00%
Over $1 million 0.00%
For accounts with assets over $1 million, a contingent deferred sales
charge ("CDSC") of .75% of the redemption amount may apply to Class A Shares
redeemed up to 24 months after purchases if a financial intermediary received an
advance commission on the transaction.
Class A Shares are not subject to Rule 12b-1 fees, but are subject to a
shareholder services fee of .25% of the average daily net assets of Class A
Shares.
Reference is hereby made to the prospectus of Federated World Utility Fund
dated January 31, 1998, provided herewith for additional information about Class
A Shares. The Fund's annual report, which contains audited financial statements
for the fiscal year ended November 30, 1997, provided herewith, is herein
incorporated by reference.
Class F Shares are sold without a sales charge to trust departments,
investment advisers, and certain persons affiliated with Federated Investors,
Inc. Also, no sales charge is imposed on purchases of $1 million or more. Retail
customers of Class F Shares pay a sales charge of 1.00% and a CDSC of 1.00% on
shares redeemed within four years of their purchase date. (Please see the
sections in your Class F Shares prospectus entitled "Investing in the Fund" and
"Reducing or Eliminating the Sales Charge.")
Although Class F Shares are subject to Rule 12b-1 fees of up to .25% of
the average daily net assets of Class F Shares, currently, the Fund is not
paying or accruing this fee. Class F Shares are also subject to a shareholder
services fee of .25% of the average daily net assets of the Class F Shares.
As a condition to the Reclassification, Class A Shares received by Class F
Shareholders will not be subject to a sales charge at the time of the
Reclassification. Also, all applicable Class F Share CDSC charges will be
waived. Any future purchases of Class A Shares will be subject to sales charges
listed above.
In recommending the amendment to the Corporation's Articles of
Incorporation and the resulting Reclassification, the Board considered the cost
structure and shareholder base of Class F Shares, and concluded that economies
of scale and potentially lower expense ratios could be realized by the Fund with
the reclassification of Class F Shares as Class A Shares. There is, however, no
assurance that such benefits will be realized.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS
VOTE FOR THE PROPOSAL
INFORMATION ABOUT THE FUND
QUORUM AND VOTING REQUIREMENTS
The favorable vote of a majority of all outstanding Class F Shares is
required to approve Proposal 1.
Only shareholders of record on the Record Date will be entitled to vote at
the Special Meeting. Each Share of the Fund is entitled to one vote. Fractional
Shares are entitled to proportionate Shares of one vote.
Any person giving a proxy has the power to revoke it any time prior to its
exercise by executing a superseding proxy or by submitting a written notice of
revocation to the Secretary of the Fund. In addition, although mere attendance
at the Special Meeting will not revoke a proxy, a shareholder present at the
Special Meeting may withdraw his or her proxy and vote in person. All properly
executed and unrevoked proxies received in time for the Special Meeting will be
voted in accordance with the instructions contained in the proxies. IF NO
INSTRUCTION IS GIVEN ON THE PROXY, THE PERSONS NAMED AS PROXIES WILL VOTE THE
SHARES REPRESENTED THEREBY IN FAVOR OF THE MATTERS SET FORTH IN THE ATTACHED
NOTICE.
In order to hold the Special Meeting, a "quorum" of shareholders must be
present. Holders of one-third of the total number of outstanding Class F Shares
of the Fund, present in person or by proxy, shall be required to constitute a
quorum for the purpose of voting on the proposals made.
For purposes of determining a quorum for transacting business at the
Special Meeting, abstentions and broker "non-votes" (that is, proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote Shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated as Shares that are PRESENT but which have
not been VOTED. For this reason, abstentions and broker non-votes will have the
effect of a "no" vote for purposes of obtaining the requisite approval of the
proposals.
If a quorum is not present, the Special Meeting may be adjourned to a
later date by the affirmative vote of a majority of the shares present or
represented by proxy. In the event that a quorum is present but sufficient votes
in favor of the proposal have not been received, the persons named as proxies
may propose one or more adjournments of the Special Meeting to permit further
solicitations of proxies with respect to such proposal. Any adjournment for this
purpose will require the affirmative vote of a majority of the shares cast in
person or by proxy at the session of the Special Meeting to be adjourned. The
persons named as proxies will vote those proxies which they are entitled to vote
FOR the proposal in favor of such an adjournment and will vote those proxies
required to be voted AGAINST the proposal against any adjournment. A shareholder
vote may be taken on the proposal in this proxy statement prior to any such
adjournment if sufficient votes have been received for approval.
SHARE OWNERSHIP OF THE FUND
Officers and Directors of the Fund own less than 1% of the Fund's outstanding
Shares.
At the close of business on the Record Date, the following persons owned, to the
knowledge of management, more than 5% of the outstanding Class F Shares of the
Fund: MLPF&S, Jacksonville, Florida, for the sole benefit of its customers,
owned approximately 301,578.447 (41.98%) Class F Shares.
The Fund is not required, and does not intend, to hold annual meetings of
shareholders. Shareholders wishing to submit proposals for consideration for
inclusion in a proxy statement for the next meeting of shareholders should send
their written proposals to World Investment Series, Inc., Federated Investors
Funds, 5800 Corporate Drive, Pittsburgh, Pennsylvania 15237-7000, so that they
are received within a reasonable time before any such meeting.
No business other than the matter described above is expected to come
before the Special Meeting, but should any other matter requiring a vote of
shareholders arise, including any question as to an adjournment or postponement
of the Special Meeting, the persons named on the enclosed proxy card will vote
on such matters according to their best judgment in the interests of the Fund.
SHAREHOLDERS ARE REQUESTED TO
COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD
AND RETURN IT IN THE
ENCLOSED ENVELOPE, WHICH
NEEDS NO POSTAGE IF
MAILED IN THE UNITED
STATES.
By Order of the Directors
John W. McGonigle
Secretary
December 9, 1998
<PAGE>
WORLD INVESTMENT SERIES, INC.
FEDERATED WORLD UTILITY FUND
INVESTMENT ADVISER
FEDERATED GLOBAL RESEARCH CORP.
175 Water Street
New York, New York 10038-4965
DISTRIBUTOR
FEDERATED SECURITIES CORP.
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
ADMINISTRATOR
FEDERATED SERVICES COMPANY
Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, Pennsylvania 15222-3779
Cusip 981487101
Cusip 981487200
G02492-01 (11/98)
<PAGE>
EXHIBIT A
WORLD INVESTMENT SERIES, INC.
ARTICLES OF AMENDMENT
WORLD INVESTMENT SERIES, INC., a Maryland corporation having its
principal office in Maryland in the City of Baltimore, Maryland (the
"Corporation"), certifies to the Maryland State Department of Assessments and
Taxation that:
FIRST: The Charter of the Corporation is amended by reclassifying all
of the shares of the Corporation's Federated World Utility Fund Class F Shares
as Federated World Utility Fund Class A Shares.
SECOND: Upon effectiveness of these Articles of Amendment:
(a) All of the assets and liabilities attributable to the
Corporation's Federated World Utility Fund Class F Shares shall
be combined with the assets and liabilities attributable to the Corporation's
Federated World Utility Fund Class A Shares, and shall thereupon become and be
assets and liabilities attributable to the Federated World Utility Fund Class A
Shares;
(b) All of the issued and outstanding shares, including
fractional shares, of the Corporation's Federated World utility
Fund Class F Shares, par value $.001 per share, will be automatically, and
without any further act or deed, reclassified as an equal number of full and
fractional issued and outstanding shares of the Corporation's Federated World
Utility Fund Class A shares, par value $.001 per share.
(c) Open accounts on the share records of the Corporation's
Federated World Utility Fund Class A Shares shall be
established representing the appropriate number of shares of Federated World
Utility Fund Class A Shares owned by each former holder of Federated World
Utility Fund Class F shares as a result of the reclassification.
THIRD: This amendment does not increase the authorized capital stock of
the Corporation. This amendment reclassifies the 100,000,000 authorized
Federated World Utility Fund Class F Shares as 100,000,000 additional Federated
World Utility Fund Class A Shares, as a result of which the Corporation will
have 200,000,000 Federated World Utility Fund Class A Shares authorized. This
amendment does not amend the description of any class of stock as set forth in
the Charter.
FOURTH: Any outstanding stock certificates representing issued and
outstanding Federated World Utility Fund Class F Shares immediately prior to
these Articles of Amendment becoming effective shall, upon these Articles of
Amendment becoming effective, be deemed to represent the same number of
Federated World Utility Fund Class A Shares. Stock certificates representing
Federated World Utility Fund Class A Shares resulting from the aforesaid
reclassification need not be issued until any certificates representing the
Federated World Utility Class F Shares so reclassified have been received by the
Corporation or its agent duly endorsed for transfer.
FIFTH: This amendment has been duly advised by the Board of Directors of
the Corporation and approved by the stockholders of the Corporation entitled to
vote thereon.
SIXTH: These Articles of Amendment shall be effective as of ____ [p.m.],
February __, 1999.
IN WITNESS WHEREOF, WORLD INVESTMENT SERIES, INC. has caused these
Articles of Amendment to be signed in its name and on its behalf by its duly
authorized officers, who acknowledge that these Articles of Amendment are the
act of the Corporation and that to the best of their knowledge, information and
belief, all matters and facts set forth herein relating to the authorization and
approval of these Articles of Amendment are true in all material respects, and
that this statement is made under penalties of perjury.
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Proxy Statement dated
December 9, 1998 with respect to a Special Meeting of Shareholders to be held on
February 23, 1999, of our report dated January 20, 1998 on the financial
statements of the Federated World Utility Fund, a portfolio of the World
Investment Series, Inc., for the fiscal year ended November 30, 1997.
/s/ Ernst & Young
Pittsburgh, Pennsylvania
December 9, 1998
