SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(A) of the Securities Exchange Act of
1934
Filed by the Registrant /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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant toss.240.14a-12
EXCELSIOR INCOME SHARES, INC.
-----------------------------
(Name of Registrant as Specified In Its Charter)
______________________________________________________________________
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies: Common
Stock, par value $.01 per share
(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 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[LOGO]
EXCELSIOR INCOME SHARES, INC.
D/B/A EIS FUND
114 West 47th Street
New York, NY 10036
September 21, 2001
Dear EIS Shareholder:
As you know, our annual meeting has been rescheduled for October 8, 2001.
You may have received solicitations to vote for a dissident slate picked by
Ralph Bradshaw, who owns 501 shares of the Fund.
Institutional Shareholder Services, a respected, independent proxy
analysis firm advising major institutions, recommends that you vote for
management and discard Bradshaw's proxy card.
Here are a few of ISS's conclusions:
"EIS has had a long history of solid returns with a minimum of risk."
"It seems that the Fund has indeed met the needs of its shareholders.
The Fund has consistently ranked near the top of its peer group in total
returns over the last ten years. Further, the Fund has done an excellent
job of keeping its expenses low. Further, the current board indeed seems
to be appropriately independent."
As to the issue of discount, ISS said:
"While, the Board should keep the discount within reason, potential
cures can sometimes be more dangerous than the original ailment.
Artificially raising the yield as [Bradshaw] suggests may be
unsustainable and dangerous to the future of the Fund. Furthermore, the
Fund is already cost effective so it would be difficult for [Bradshaw]
to make meaningful cost cuts."
"As for the board to lead the Fund, there seems no reason to replace the
current management team. Furthermore, the mere presence of a proposal to
liquidate demonstrates that the current board listens to shareholder
concerns."
As for Bradshaw, ISS said:
"It should be noted, however, that the boards of three funds, after Mr.
Bradshaw and his colleagues gained control, decided to use his advisory
firm as the investment advisor . . .shareholders should be aware of the
history and the possibility."
Your management urges you to vote on the WHITE card for the current board.
o We are concerned that Bradshaw has ulterior motives for seeking your
vote.
o We don't think he is qualified to run your Fund.
Thank you,
Your Board of Directors
If you need assistance, or have any questions regarding the proposals or how to
vote your shares, please call the Fund at 1-800-840-1208 or Georgeson
Shareholder Communications, Inc., the Fund's proxy solicitor, at 1-800-223-2064.