SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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
AMBAC TREASURERS TRUST
(Name of Registrant as Specified In Its Charter)
GAIL A. HANSON
ASSISTANT SECRETARY
(Name of Person(s) Filing Proxy Statement)
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 transactions 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 materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identity 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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
AMBAC TREASURERS TRUST
U.S. Treasury Money Market Fund
U.S. Government Money Market Fund
Short-Term U.S. Government Income Fund
PROXY SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
OF THE TRUST FOR A SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 26, 1997
The undersigned hereby appoints Richard B. Gross and Anne G. Gill, jointly and
severally, as Proxies, with full power to appoint his or her substitute, and
hereby authorizes them to represent and vote, as designated below, all shares
held of record by the undersigned on January 20, 1997 at the Meeting of
Shareholders of AMBAC Treasurers Trust (the "Trust") to be held February
26, 1997 and at any and all adjournments thereof, with all the powers the
undersigned would possess if personally present at such meeting, and hereby
revokes any proxies that may previously have been given by the undersigned
with respect to the shares covered hereby.
The Board of Trustees Recommends a Vote "FOR" each of the Proposals.
1. Election of Trustees of the Trust. FOR all nominees WITHHOLD
listed below AUTHORITY
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
W. Dayle Nattress Donald W. Green C. Roderick O'Neil
Russell E. Galipo Eugene J. McDonald
2. Ratification of the selection of FOR AGAINST ABSTAIN
KPMG Peat Marwick LLP as the [ ] [ ] [ ]
independent accountants of the Trust
for the year ending October 31, 1997.
3. In their discretion upon such other business as may properly be brought
before the meeting.
If this proxy is properly executed and returned, the shares represented
hereby will be voted in the manner directed herein. If not otherwise
specified, this proxy will be voted to elect each of the persons nominated
as Trustees and FOR Proposal 2.
Please date and sign below exactly as name appears on this proxy. Executors,
administrators, trustees, etc. should give full title. If shares are held
jointly, each holder should sign.
Name of Shareholder
Authorized Signature
Title:
Authorized Signature
Title:
Date:
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE
ENCLOSED ENVELOPE.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Trust involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. All Other Accounts: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:
Registration Valid Signature
Corporate Accounts or Government Accounts
(1) ABC Corp ABC Corp.
(2) ABC Corp John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp., Profit Sharing Plan John Doe, Trustee
AMBAC TREASURERS TRUST
300 Nyala Farms Road
Westport, Connecticut 06880
February 4, 1997
Dear Shareholder:
On behalf of the Board of Trustees, it is my pleasure to invite you to attend
the Special Meeting of Shareholders of AMBAC Treasurers Trust. The meeting
will be held on Wednesday, February 26, 1997 at 10:00 a.m. at the offices of
the Trust, 300 Nyala Farms Road, Westport, Connecticut 06880.
The business to be conducted at the meeting is outlined in the attached Notice
of Special Meeting and Proxy Statement.
It is important that your shares be represented at the meeting. Please
complete and return the enclosed proxy card in the postage-paid envelope
provided whether or not you expect to attend the meeting. If you attend the
meeting and wish to vote in person, you make revoke your proxy at
that time.
We look forward to seeing you on February 26th.
W. Dayle Nattress
Chairman
AMBAC Treasurers Trust
300 Nyala Farms Road
Westport, Connecticut 06880
1-800-311-AMBAC (2622)
_____________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on February 26, 1997
_____________
To the Shareholders of AMBAC U.S. Treasury Money Market Fund
AMBAC U.S. Government Money Market Fund
AMBAC Short-Term U.S. Government Income Fund:
Notice is hereby given that a Special Meeting of Shareholders
(the "Meeting") of AMBAC Treasurers Trust (the "Trust") will be held at the
offices of the Trust, 300 Nyala Farms Road, Westport, Connecticut 06880, on
Wednesday, February 26, 1997, at 10:00 a.m. Eastern time, for the following
purposes:
1. To consider and act upon the election of five (5) members of the Board of
Trustees of the Trust to serve until their successors are elected and
qualified (PROPOSAL 1);
2. To consider and act upon the ratification of the selection of KPMG Peat
Marwick LLP as the independent accountants of the Trust for the year ending
October 31, 1997 (PROPOSAL 2); and
3. To transact such other business as may properly come before the Meeting or
any adjournment thereof.
These items are discussed in greater detail in the attached Proxy Statement.
The close of business on January 20, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at,
the Meeting and any adjournments thereof.
By order of the Board of Trustees
Richard B. Gross
Secretary
February 4, 1997
AMBAC TREASURERS TRUST
300 Nyala Farms Road
Westport, Connecticut 06880
1-800-311-AMBAC (2622)
SPECIAL MEETING OF SHAREHOLDERS
To Be Held on February 26, 1997
PROXY STATEMENT
GENERAL
This Proxy Statement (the "Proxy") is being furnished in connection with the
solicitation of proxies by the Board of Trustees (the "Trustees") of AMBAC
Treasurers Trust (the "Trust") for use at a Special Meeting of Shareholders
of the Trust to be held on Wednesday, February 26, 1997, at 10:00 a.m.
Eastern time, at the offices of the Trust, 300 Nyala Farms Road, Westport,
Connecticut 06880, and at any adjournments thereof (collectively, the
"Meeting") for the purposes set forth in the accompanying Notice of
Special Meeting of Shareholders.
In addition to the solicitation of proxies by mail, officers of the Trust
and officers and employees of the Trust's investment adviser and the Trust's
administrator, or other representatives of the Trust also may solicit proxies
by telephone, telegraph or in person. Any costs of solicitation and the
expenses incurred in connection with preparing the Proxy Statement and its
enclosures will be paid by the Trust. The Trust's most recent annual
report is available upon request, without charge, by writing the Trust at
300 Nyala Farms Road, Westport, Connecticut, 06880, or calling the Trust at
1-800-311-AMBAC (2622).
If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance
with the instructions marked thereon. Unless instructions to the contrary
are marked thereon, the proxy will be voted FOR the election of the nominees
as Trustees, FOR the other matter listed in the accompanying Notice of
Special Meeting of Shareholders and FOR any other matters deemed appropriate.
Any shareholder who has been given a proxy has the right to revoke
it at any time prior to its exercise either by attending the Meeting and
voting his or her shares in person or by submitting a letter of revocation
or a later-dated proxy to the Trust at the above address prior to the date
of the Meeting.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve any
of the proposed items are not received, the persons named as proxies may
propose one or more adjournments of such Meeting to permit further
solicitation of proxies. A shareholder vote may be taken on one or more of
the proposals in this Proxy Statement prior to such adjournment if
sufficient votes have been received and it is otherwise appropriate. Any
such adjournment will require the affirmative vote of a majority of those
shares present at the Meeting in person or by proxy. If a quorum is present,
the persons named as proxies will vote those proxies which they are entitled
to vote FOR any proposal for which adjournment is being sought in favor of
such an adjournment and will vote those proxies required to be voted
AGAINST any proposal for which adjournment is being sought against any such
adjournment. Under the By-Laws of the Trust, a quorum is constituted by the
presence in person or by proxy of the holders of 40% or more of the
outstanding shares entitled to vote at the Meeting.
The close of business on January 20, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at
the Meeting and all adjournments thereof.
Each share (and fractional share) is entitled to the number of votes which
equals the net asset value of such share (or fraction thereof). On the
record date there were 24,687,819.530, 73,686,595.820 and 3,333.000 shares
outstanding of AMBAC U.S. Treasury Money Market Fund ("Treasury Money
Fund"), AMBAC U.S. Government Money Market Fund ("Government Money Fund")
and AMBAC Short-Term U.S. Government Income Fund ("Government Income Fund")
(each, individually, a "Fund" and, collectively, the "Funds"), respectively.
All shares of the Funds will vote together as one class for Proposals 1 and 2.
The principal executive offices of the Trust are 300 Nyala Farms Road,
Westport, Connecticut 06880. This Proxy Statement is first being mailed to
shareholders on or about February 4, 1997.
KPMG Peat Marwick LLP has been selected by the vote of the Board of Trustees,
as the independent accountants of the Trust to audit the accounts of the
Trust for and during the fiscal year ending October 31, 1997.
Representatives of KPMG Peat Marwick LLP will not attend the Meeting.
As of the record date, AMBAC Inc. and its subsidiary, AMBAC Indemnity
Corporation, may be deemed to control the Trust and its portfolios, Treasury
Money Fund and Government Money Fund, and AMBAC Inc., AMBAC Capital
Corporation and Cadre Financial Services, Inc. (formerly known as AMBAC
Investment Management, Inc.), which serves as the investment adviser of the
Funds (the "Investment Adviser"), may be deemed to control Government Income
Fund, through beneficial ownership of the outstanding shares of the Funds,
as follows:
Shares of Shares of Shares of
Treasury Government Government
Beneficial Owners Money Fund Money Fund Income Fund
AMBAC Inc.1
One State Street Plaza
New York, New York 99% 39% 100%
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 93% 34% ---
AMBAC Capital Corporation2
300 Nyala Farms Road
Westport, Connecticut 06880 --- --- 100%
Cadre Financial Services, Inc.
905 Marconi Avenue
Ronkonkoma, NY 11779 --- --- 100%
1Ownership percentages include indirect beneficial ownership of the shares of
each Fund that are owned by subsidiaries of AMBAC Inc.
2Ownership of shares is indirect and based upon direct beneficial ownership
by Cadre Financial Services, Inc., a subsidiary of AMBAC Capital Corporation.
The various control relationships over the Trust and the Funds noted above
will continue to exist until such time as the above-described share ownership
of the Trust or applicable Fund represents 25% or less of the outstanding
shares of the Trust or of such Fund, as the case may be. Through the
exercise of voting rights with respect to shares of
the Funds, the controlling persons set forth above will be able to determine
the outcome of shareholder voting on each of the matters as to which approval
of shareholders of the Trust is being sought at the Meeting, and it is the
intention of AMBAC Inc. and its affiliates to vote to approve Proposal 1 and
Proposal 2.
In addition to the controlling persons named above, the following entities
owned of record or are known by the Trust to own beneficially 5% or more of
the outstanding shares of the Funds as of the record date:
Treasury Money Fund Shares Owned
AMBAC Financial Services Holdings, Inc.
300 Nyala Farms Road
Westport, Connecticut 06880 5.47%
Government Money Fund
City of New Britain
7 West Main Street
New Britain, Connecticut 06051 15.42%
City of Bridgeport
45 Lyons Terrace
Bridgeport, Connecticut 06604 13.85%
Town of Suffield - Treasurer's Office
83 Mountain Road
Suffield, Connecticut 06078 8.54%
Town of Cromwell
41 West Street
Cromwell, Connecticut 06416 5.13%
PROPOSAL 1: TO ELECT FIVE TRUSTEES OF THE TRUST
The Investment Company Act of 1940, as amended (the "1940 Act"), generally
requires that the trustees of registered investment companies, such as the
Trust, be elected by shareholders. To satisfy this requirement, the initial
Trustees of the Trust were elected by the Investment Adviser as the Trust's
initial shareholder prior to the commencement of the operations of the Trust.
Since that time, a new Trustee has been appointed by the Board of Trustees
to replace one of the initial Trustees, in accordance with the provisions
of the Trust's Declaration of Trust and By-Laws.
In contemplation of entering into a distribution agreement pursuant to which
an affiliate of the Investment Adviser would serve as distributor for the
Trust, the Board of Trustees has increased the number of Trustees from four
to five in order that an additional disinterested Trustee may be added to the
Board. The 1940 Act requires that a majority of the board of trustees of a
fund be individuals who are not "interested persons" (as defined by Section
2(a)(19) of the 1940 Act) of an investment company's distributor. Currently,
two of the four Trustees are deemed interested persons of the Trust because
of their affiliations with AMBAC Inc. or its affiliated companies. To comply
with other requirements of the 1940 Act, the new Trustee must be elected by
shareholders of the Trust. The Board of Trustees has determined to have all
of the present Trustees as well as the nominee, stand for election at this
time.
The persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the
nominees listed below as Trustees of the Trust to serve until their
successors are duly elected and qualified. The nominees have each consented
to stand for election and to serve if elected. If any of the nominees should
be unable to serve, an event not now anticipated, the proxies will be
voted for such other person or persons, if any, as shall be designated by the
Board of Trustees. The Board of Trustees recommends that shareholders vote
in favor of the election of the nominees listed below.
The following table sets forth certain information concerning the five
nominees as Trustees of the Trust. Messrs. Nattress, Green, O'Neil and
McDonald are currently Trustees of the Trust. Russell E. Galipo is not
currently a Trustee of the Trust. The "interested" Trustees are indicated by
an asterisk (*). Unless otherwise noted, the nominees have engaged in the
principal occupation or employment listed in the following
table for more than five years, but not necessarily in the same capacity.
Present Office with the Trust,
if any; Principal Occupation
or Employment; and Director Year First Shares Beneficially
and Trustee Positions in Became a Owned on Percent of
Name (Age) Publicly Held Companies Trustee January 20, 1997 Class
*W. Dayle Nattress (47) Trustee, Chairman, President 1995 0 0
and Chief Executive Officer
of the Trust; Chief
Investment Officer, AMBAC
Inc. and AMBAC Indemnity
Corporation and Division
Executive, AMBAC
Financial Services Division;
formerly, from 1990 to 1991,
Senior Vice President,
Corporate Finance, Dean
Witter Reynolds Inc.
Russell E. Galipo (64) Formerly, Vice President and 0 0
Manager, Shawmut Bank
CT., N.A., from 1973 to 1994
Donald W. Green (53) Trustee of Trust; Chief 1995 0 0
Financial Officer, Managing
Director and Director,
PlanEcon, Inc. (economic
consulting and publications);
formerly, from 1988 to 1991,
Executive Vice President and
Director, The Mercator
Corporation (financial
advisory and merchant banking)
Eugene J. McDonald (64) Trustee of the Trust; 1996 0 0
President and Chief
Executive Officer, Duke
Management Co. (investment
management affiliate of Duke
University); Director, Central
Carolina Bank, Key Group of
Mutual Funds and Flag
Group of Mutual Funds
*C. Roderick ONeil (66) Trustee of Trust; Chairman, 1995 0 0
ONeil Associates (investment
and financial consulting firm);
Director, AMBAC Inc., AMBAC
Indemnity Corporation, Fort Dearborn
Income Securities, Inc. and Beckman
Instruments, Inc.; Trustee,
Memorial Drive Trust (finance)
* Trustees who are "interested persons" (as defined in the 1940 Act) of the
Trust. Mr. Nattress and Mr. O'Neil are Trustees who are "interested persons"
of the Trust by virtue of their positions with companies affiliated with the
Investment Adviser, a subsidiary of AMBAC Inc., and/or stock ownership in
AMBAC Inc.
The following table sets forth certain information regarding the compensation
of the Trust's Trustees for the period October 9, 1995 (organization of the
Trust) through October 31, 1996.
Compensation Table
Name of Person Aggregate Pension or Retirement Total Compensation from
Compensation from Benefits Accrued as Part Trust Complex Paid to
Trust of Fund Expenses Trustees
W. Dayle Nattress $0 $0 $0
David E. A. Carson* $4,000 $0 $4,000
Donald W. Green $4,000 $0 $4,000
Eugene J. McDonald* $0 $0 $0
C. Roderick ONeil $4,000 $0 $4,000
*David E. A. Carson resigned as a Trustee, effective September 17, 1996, and
was replaced by Eugene J. McDonald, who was appointed on such date by the
Board of Trustees to fill the vacancy created by Mr. Carson's resignation.
Trustees who are not employees of the Investment Adviser, or its affiliated
companies, are each paid an annual retainer of $5,000 and receive an
attendance fee of $750 for each meeting of the Board of Trustees they attend.
Members of the Audit Committee, of which each of the Independent Trustees is
a member, receive an attendance fee of $750 for each Audit Committee meeting
they attend. The Chairman of the Audit Committee receives an additional
$1,000 annual fee. Trustees are also entitled to be reimbursed for out-of-
pocket expenses incurred as a Trustee. Officers of the Trust receive
no compensation from the Trust. As of the date of this Proxy Statement, the
Trustees and officers of the Trust, as a group, owned no outstanding shares
of the Trust.
Four meetings of the Board of Trustees were held during the period October 9,
1995 (organization of the Trust) through October 31, 1996, none of which were
special meetings of the Board of Trustees. Each Trustee then serving in such
capacity attended at least 75% of the meetings of Trustees and of any
Committee of which he is a member. The Audit Committee is responsible for
recommending the selection of the Trust's independent accountants and
reviewing all audit as well as non-audit accounting services performed for
the Trust. During the period October 9, 1995 (organization of the Trust)
through October 31, 1996, the Audit Committee met one time.
Required Vote
Election of each of the listed nominees for Trustee requires the affirmative
vote of a plurality of the votes cast at the Meeting in person or by proxy.
The Trustees recommend that shareholders vote in favor of the nominees.
PROPOSAL 2: TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS
THE INDEPENDENT ACCOUNTANTS OF THE TRUST FOR THE YEAR ENDING
OCTOBER 31, 1997
Upon recommendation by the Audit Committee, KPMG Peat Marwick LLP, 99
High Street, Boston, Massachusetts 02110, has been selected by the vote of a
majority of those Trustees who are not "interested persons" of the Trust to
serve as independent accountants for the Trust's fiscal year ending October
31, 1997. KPMG Peat Marwick LLP has advised the Trust that it is independent
with respect to the Trust in accordance with the applicable requirements of
the American Institute of Certified Public Accountants and the Securities and
Exchange Commission.
Required Vote
Ratification of the selection of KPMG Peat Marwick LLP as independent
accountants requires the affirmative vote of a majority of the votes cast by
holders of shares of the Trust represented at the Meeting if a quorum is
present. The Trustees recommend that shareholders ratify the selection of
KPMG Peat Marwick LLP as independent accountants to the Trust.
ADDITIONAL INFORMATION
The Investment Adviser, Administrator and Distributor
Cadre Financial Services, Inc. (formerly known as AMBAC Investment
Management, Inc.), 905 Marconi Avenue, Ronkonkoma, NY 11779, serves as the
Trust's investment adviser. First Data Investor Services Group, Inc., One
Exchange Place, Boston, Massachusetts, 02109, serves as the Trust's
administrator. 440 Financial Distributors, Inc., 4400 Computer Drive,
Westborough, Massachusetts, 0158, serves as the Trust's distributor.
Abstentions
If a proxy which is properly executed and returned is unmarked or marked with
an abstention (collectively, "abstentions"), the shares represented thereby
will be considered to be present at the Meeting for purposes of determining
the existence of a quorum for the transaction of business. The election of
Trustees (Proposal 1) requires the affirmative vote of a plurality of the
votes cast at the Meeting or by proxy; therefore, abstentions will not
affect the outcome of the vote on Proposal 1. The ratification of
KPMG Peat Marwick LLP as independent accountants of the Trust (Proposal 2)
requires the affirmative vote of a majority of the votes cast at the Meeting
or by proxy; therefore, abstentions will affect the outcome of the vote on
Proposal 2.
Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report dated April 30, 1997.
OTHER MATTERS TO COME BEFORE THE MEETING
The Trustees do not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Meeting, the persons named in
the accompanying form of proxy will vote thereon in accordance with their
judgment.
DEADLINE FOR SHAREHOLDER PROPOSALS
The Trust does not hold regularly scheduled annual meetings of shareholders.
Any shareholder desiring to present a proposal for inclusion at the next
meeting of shareholders should submit such proposal to the Trust.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED
TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
