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:
[_] 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 Section 240.14a-11(c) or Section 240.14a-12
Nuveen Michigan Premium Income Municipal Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $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 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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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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Notes:
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
NOTICE OF ANNUAL MEETINGS OF SHAREHOLDERS
OCTOBER 19, 1995
August 30, 1995
TO THE SHAREHOLDERS OF THE ABOVE FUNDS:
Notice is hereby given that the Annual Meeting of Shareholders of each of
Nuveen Arizona Premium Income Municipal Fund, Inc., Nuveen Michigan Quality
Income Municipal Fund, Inc., Nuveen Michigan Premium Income Municipal Fund,
Inc. and Nuveen Ohio Quality Income Municipal Fund, Inc., each a Minnesota
corporation, and Nuveen Texas Quality Income Municipal Fund, a Massachusetts
business trust (individually, a "Fund" and, collectively, the "Funds"), will be
held in the 31st floor conference room of John Nuveen & Co. Incorporated, 333
West Wacker Drive, Chicago, Illinois, on Thursday October 19, 1995, at 10:30
a.m., Chicago time, for the following purposes:
MATTERS TO BE VOTED ON BY ALL SHAREHOLDERS OF EACH FUND:
1. To elect four (4) Board Members to serve until the next Annual
Meeting and until their successors shall have been duly elected and
qualified.
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors for the fiscal year ending July 31, 1996.
3. To transact such other business as may properly come before the
Annual Meeting.
MATTER TO BE VOTED ON BY EACH FUND'S HOLDERS OF SHARES OF MUNICIPAL AUCTION
RATE CUMULATIVE PREFERRED ONLY:
To elect two (2) Board Members to serve until the next Annual Meeting
and until their successors shall have been duly elected and qualified.
Shareholders of record of each Fund at the close of business on August 21,
1995 are entitled to notice of and to vote at that Fund's Annual Meeting.
IN ORDER TO AVOID DELAY AND ADDITIONAL EXPENSE FOR YOUR FUND, AND TO ASSURE
THAT YOUR SHARES ARE REPRESENTED, IF YOU DO NOT EXPECT TO BE PRESENT IN PERSON
AT YOUR ANNUAL MEETING, YOU ARE REQUESTED TO FILL IN, SIGN AND MAIL THE
ENCLOSED PROXY AS PROMPTLY AS POSSIBLE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
James J. Wesolowski
Secretary
NUVEEN ARIZONA PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
NUVEEN OHIO QUALITY INCOME MUNICIPAL FUND, INC.
NUVEEN TEXAS QUALITY INCOME MUNICIPAL FUND
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
TELEPHONE (312) 917-7700
JOINT PROXY STATEMENT
August 30, 1995
GENERAL INFORMATION
This Joint Proxy Statement is furnished in connection with the solicitation
by the Board of Directors or Board of Trustees, as the case may be, (each a
"Board" and each director or trustee a "Board Member") of each of Nuveen
Arizona Premium Income Municipal Fund, Inc. ("Arizona Premium"), Nuveen
Michigan Quality Income Municipal Fund, Inc. ("Michigan Quality"), Nuveen
Michigan Premium Income Municipal Fund, Inc. ("Michigan Premium"), Nuveen Ohio
Quality Income Municipal Fund, Inc. ("Ohio Quality") and Nuveen Texas Quality
Income Municipal Fund ("Texas Quality") (individually, a "Fund" and,
collectively, the "Funds"), of proxies to be voted at the Annual Meeting of
Shareholders of each Fund to be held on October 19, 1995 (for each Fund, an
"Annual Meeting" and, collectively, the "Annual Meetings"), and at any and all
adjournments thereof. The cost of preparing, printing and mailing the enclosed
proxy, accompanying notice and proxy statement, and all other costs in
connection with the solicitation of proxies, will be paid by the Funds pro rata
based on the number of shareholder accounts. Additional solicitation may be
made by letter, telephone or telegraph by officers of each Fund, by officers or
employees of John Nuveen & Co. Incorporated or Nuveen Advisory Corp., or by
dealers and their representatives. The Funds have engaged Tritech Services to
assist in the solicitation of proxies at a total estimated cost of $12,500.
EACH FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS JULY 31, 1994 ANNUAL
REPORT AND ITS MORE RECENT SEMI-ANNUAL REPORT UPON REQUEST. SUCH WRITTEN OR
ORAL REQUEST SHOULD BE DIRECTED TO SUCH FUND AT 333 WEST WACKER DRIVE, CHICAGO,
ILLINOIS 60606 OR BY CALLING 1-800-257-8787. THE ANNUAL REPORT FOR THE FISCAL
YEAR ENDED JULY 31, 1995 IS EXPECTED TO BE AVAILABLE ON OR BEFORE SEPTEMBER 29,
1995.
On the matters coming before each Fund's Annual Meeting as to which a choice
has been specified by the shareholders of that Fund on the proxy, the shares of
that Fund will be voted accordingly. If no choice is so specified, the shares
of each Fund will be voted FOR the election of the four Board nominees to be
elected by all shareholders and the two Board nominees to be elected by holders
of shares of Municipal Auction Rate Cumulative Preferred ("MuniPreferred(R)"),
as listed
1
in this Joint Proxy Statement, and FOR ratification of the selection of Ernst &
Young LLP as each Fund's independent auditors. Shareholders of any Fund who
execute proxies may revoke them at any time before they are voted by filing
with that Fund a written notice of revocation, by delivering a duly executed
proxy bearing a later date, or by attending that Annual Meeting and voting in
person.
The Board of each Fund has determined that the use of this Joint Proxy
Statement for each Fund's Annual Meeting is in the best interest of each Fund
and its shareholders in light of the similar matters being considered and voted
on by the shareholders. Shareholders of each Fund will vote separately on each
proposal relating to their Fund, and a vote on a proposal by the shareholders
of one Fund will not affect the vote on the proposal by the shareholders of
another Fund.
The following table indicates which shareholders are solicited with respect
to each matter:
COMMON
MATTER SHARES MUNIPREFERRED
------------------------------------------------------------------------------------
Election of Board Members by all Share-
holders
(Ms. Impellizzeri and Messrs. Franke,
Brown and Sawers nominated) X X
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Election of Board Members by MuniPreferred
only (Mrs. Rosenheim and Mr.
Schwertfeger nominated) X
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Ratify Selection of Auditors X X
A quorum of shareholders is required to take action at each Fund's Annual
Meeting. A majority of the shares entitled to vote at each Annual Meeting,
represented in person or by proxy, will constitute a quorum of shareholders at
that Annual Meeting, except that for the election of the two Board Member
nominees to be elected by holders of MuniPreferred, 33 1/3% of the
MuniPreferred shares entitled to vote and represented in person or by proxy
will constitute a quorum. Votes cast by proxy or in person at each Annual
Meeting will be tabulated by the inspectors of election appointed for that
Annual Meeting. The inspectors of election will determine whether or not a
quorum is present at the Annual Meeting. The inspectors of election will treat
abstentions and "broker non-votes" (i.e., shares held by brokers or nominees,
typically in "street name," as to which (i) instructions have not been received
from the beneficial owners or persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter) as
present for purposes of determining a quorum.
For purposes of determining the approval of the matters submitted for a vote
of the shareholders of each Fund other than Texas Quality, abstentions and
broker non-votes will be treated as shares voted against the election of Board
Members and against ratification of the selection of independent auditors. For
purposes of determining the approval of the matters submitted for a vote of the
shareholders
2
of Texas Quality, abstentions and broker non-votes will have no effect on the
election of Board Members (the six nominees receiving the largest number of
votes will be elected) and will be treated as shares voted against ratification
of the selection of independent auditors. The details of each proposal to be
voted on by the shareholders of each Fund and the vote required for approval of
each proposal are set forth under the description of each proposal below.
As of August 21, 1995, there were issued and outstanding: 4,280,555 common
shares and 1,200 shares of MuniPreferred, Series TH of Arizona Premium;
11,132,141 common shares and 3,200 shares of MuniPreferred, Series TH of
Michigan Quality; 7,677,686 common shares and 840 shares of MuniPreferred,
Series M and 1,400 shares of MuniPreferred, Series TH of Michigan Premium;
9,217,250 common shares and 680 shares of MuniPreferred, Series M and 1,400
shares of MuniPreferred, Series TH and 1,000 shares of MuniPreferred, Series
TH2 of Ohio Quality; and 9,385,839 common shares and 760 shares of
MuniPreferred, Series M and 2,000 shares of MuniPreferred, Series TH of Texas
Quality. Those persons who were shareholders of record at the close of business
on August 21, 1995 will be entitled to one vote for each share held.
This Joint Proxy Statement is first being mailed to shareholders of the Funds
on or about August 30, 1995.
1. ELECTION OF BOARD MEMBERS OF EACH FUND
At each Fund's Annual Meeting, six (6) Board Members are to be elected to
serve until the next Annual Meeting and until their successors shall have been
duly elected and qualified. Under the terms of each Fund's organizational
documents, under normal circumstances holders of MuniPreferred are entitled to
elect two (2) Board Members, and the remaining Board Members are to be elected
by holders of common shares and MuniPreferred, voting together as a single
class. The members of the Board and the nominees for election to the Board are
the same for each Fund. Table I below shows the nominated Board Members of each
Fund to be elected by holders of common shares and MuniPreferred, voting
together as a single class. Table II below shows the nominated Board Members of
each Fund to be elected by holders of MuniPreferred only. The affirmative vote
of a majority of the shares present and entitled to vote at the Annual Meeting
of each Fund (except Texas Quality) will be required to elect the Board Members
of that Fund. For Texas Quality, the affirmative vote of a plurality of the
shares present and entitled to vote at that Fund's Annual Meeting will be
required to elect the Board Members of that Fund.
It is the intention of the persons named in the enclosed proxy to vote the
shares represented thereby for the election of the nominees listed below unless
the proxy is marked otherwise. Each of the nominees has agreed to serve as a
Board Member of each Fund if elected; however, should any nominee become unable
or unwilling to accept nomination or election, the proxies for each Fund will
be voted for one or more substitute nominees designated by that Fund's present
Board.
3
Tables I and II below show each nominee's age, principal occupations and
other business affiliations, the year in which each nominee was first elected
or appointed a Board Member of each Fund and the number of common shares of the
Funds and of all Nuveen funds (excluding money market funds) that each nominee
beneficially owned as of July 31, 1995. All of the nominees were last elected
to each Board at the 1994 annual meeting of shareholders.
The Board Members mourn the recent passing of John E. O'Toole, a Board Member
since each Fund's organization. There is currently a vacancy on the Board of
each Fund. The Funds' nominating committees are considering candidates for the
vacancy, and will report to the full Board later this year.
TABLE I
NOMINEES FOR EACH FUND TO BE ELECTED
BY ALL SHAREHOLDERS
FULL COMMON SHARES
BENEFICIALLY OWNED
JULY 31, 1995
NAME, AGE AND PRINCIPAL YEAR FIRST ELECTED -------------------
OCCUPATIONS OF NOMINEES AS OF OR APPOINTED A BOARD THE ALL NUVEEN
JULY 31, 1995(1) MEMBER FUNDS(2) FUNDS(3)
----------------------------- -------------------- -------- ----------
*Richard J. Franke(64) 1991--Michigan Quality, 0 20,695
Chairman of the Board and Ohio Quality,
Board Member of the Funds, Texas Quality
The John Nuveen Company 1992--Arizona Premium,
(since March 1992), John Michigan Premium
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional
Advisory Corp. (since April
1990); Certified Financial
Planner.
Lawrence H. Brown(61) 1993--All Funds 0 3,475
Board Member of the Funds;
retired in August 1989 as
Senior Vice President of
The Northern Trust Company.
Anne E. Impellizzeri(62) 1994--All Funds 0 2,000
Board Member of the Funds;
President and Chief
Executive Officer of
Blanton-Peale, Institutes
of Religion and Health
(since December 1990);
prior thereto, Vice
President of New York City
Partnership (from 1988 to
1990) and Vice President of
Metropolitan Life Insurance
Company (from 1980 to
1988).
Peter R. Sawers(62) 1991--Michigan Quality, 0 7,934
Board Member of the Funds; Ohio Quality,
Adjunct Professor of Texas Quality
Business and Economics, 1992--Arizona Premium,
University of Dubuque, Iowa Michigan Premium
(since January 1991);
Adjunct Professor, Lake
Forest Graduate School of
Management, Lake Forest,
Illinois (since January
1992); prior thereto,
Executive Director, Towers
Perrin Australia
(management consultant);
Chartered Financial
Analyst; Certified
Management Consultant.
4
TABLE II
NOMINEES FOR EACH FUND TO BE ELECTED
BY HOLDERS OF MUNIPREFERRED
FULL COMMON SHARES
BENEFICIALLY OWNED
JULY 31, 1995
NAME, AGE AND PRINCIPAL -------------------
OCCUPATIONS OF NOMINEES AS OF YEAR FIRST ELECTED THE ALL NUVEEN
JULY 31, 1995(1) OR APPOINTED A BOARD MEMBER FUNDS(2) FUNDS(3)
----------------------------- --------------------------- -------- ----------
Margaret K. Rosenheim(68) 1991--Michigan Quality, 0 5,091
Board Member of the Funds; Ohio Quality,
Helen Ross Professor of Texas Quality
Social Welfare Policy, 1992--Arizona Premium,
School of Social Service Michigan Premium
Administration, University
of Chicago.
*Timothy R. Schwertfeger(46) 1994--All Funds 0 90,117
President and Board Member
of the Funds (since July
1994); Executive Vice
President and Director of
The John Nuveen Company
(since March 1992) and John
Nuveen & Co. Incorporated;
Director of Nuveen Advisory
Corp. (since October 1992)
and Nuveen Institutional
Advisory Corp. (since
October 1992).
-----------
(*) "Interested person" as defined in the Investment Company Act of 1940, as
amended, by reason of being an officer or director of the Funds' investment
adviser, Nuveen Advisory Corp.
(1) The Board Members are directors or trustees, as the case may be, of 21
Nuveen open-end funds and 55 Nuveen closed-end funds.
(2) No nominee beneficially owned on July 31, 1995, any common shares or
MuniPreferred of the Funds.
(3) The number shown reflects the aggregate number of common shares
beneficially owned by the nominee in all of the funds managed by Nuveen
Advisory Corp. and referred to in note (1) above (excluding money market
funds).
The Board Members affiliated with John Nuveen & Co. Incorporated ("Nuveen")
or Nuveen Advisory Corp. (the "Adviser") serve without any compensation from
the Funds. Board Members who are not affiliated with Nuveen or the Adviser
receive a $45,000 annual retainer for serving as a director or trustee, as the
case may be, of all funds sponsored by Nuveen and managed by the Adviser and a
$1,000 fee per day plus expenses for attendance at all meetings held on a day
on which a regularly scheduled Board meeting is held, a $1,000 fee per day plus
expenses for attendance in person or a $500 fee per day plus expenses for
attendance by telephone at a meeting held on a day on which no regular Board
meeting is held, and a $250 fee per day plus expenses for attendance in person
or by telephone at a meeting of the executive committee. The annual retainer,
fees and expenses are allocated among the funds managed by the Adviser on the
basis of relative net asset sizes. Each Fund has adopted a Directors' Deferred
Compensation Plan pursuant to which a Board Member of that Fund may elect
5
to have all or a portion of the Board Member's fee deferred. Board Members may
defer fees for any calendar year by the execution of a Participation Agreement
prior to the beginning of the calendar year during which the Board Member
wishes to begin deferral.
The tables below show, for each Board Member who is not affiliated with
Nuveen or the Adviser, the aggregate compensation paid by each Fund for its
fiscal year ended July 31, 1995 and the total compensation that Nuveen funds
accrued for each Board Member during the calendar year 1994, including any
interest accrued for Board Members on deferred compensation. The rate of
earnings on deferred compensation is equivalent to the average net earnings
rate, computed on a quarterly basis, on the shares of such Nuveen fund.
TOTAL
COMPENSATION
NAME OF BOARD MEMBER AGGREGATE COMPENSATION FROM THE FUNDS NUVEEN FUNDS
-------------------- ----------------------------------------- ACCRUED FOR
ARIZONA MICHIGAN MICHIGAN OHIO TEXAS BOARD
PREMIUM QUALITY PREMIUM QUALITY QUALITY MEMBERS(2)
------- -------- -------- ------- ------- ------------
Lawrence H. Brown $200 339 284 284 368 56,500
Anne E. Impellizzeri(1) $ 68 118 145 145 200 48,750
Margaret K. Rosenheim $289 497 379 378 486 64,404(3)
Peter R. Sawers $277 466 366 365 466 56,000
-----------
(1) Anne E. Impellizzeri was appointed a Board Member in April 1994.
(2) Includes compensation for service on the boards of 21 Nuveen open-end
funds and 55 Nuveen closed-end funds. Also includes amounts for Nuveen funds
that existed for part of the year, estimated as if the funds had existed for
the entire year.
(3) Includes $1,404 in interest accrued on deferred compensation from prior
years.
Richard J. Franke, Margaret K. Rosenheim and Timothy R. Schwertfeger serve as
members of the executive committee of the Board of each Fund. The executive
committee of each Fund, which meets between regular meetings of the Board, is
authorized to exercise all of the powers of the Board. The respective executive
committees of Arizona Premium and Michigan Quality held twelve meetings during
the fiscal year ended July 31, 1995. The respective executive committees of
Michigan Premium, Ohio Quality and Texas Quality held thirteen meetings during
the fiscal year ended July 31, 1995.
Each Fund's Board has an audit committee composed of Lawrence H. Brown, Anne
E. Impellizzeri, Margaret K. Rosenheim and Peter R. Sawers, Board Members who
are not "interested persons." The audit committee reviews the work and any
recommendations of the Fund's independent auditors. Based on such review, it is
authorized to make recommendations to the Board. The respective audit
committees of the Funds held two meetings during the fiscal year ended July 31,
1995.
Nomination of those Board Members who are not "interested persons" of each
Fund is committed to a nominating committee composed of the Board Members who
are not "interested persons" of that Fund. It identifies and
6
recommends individuals to be nominated for election as non-interested Board
Members. The respective nominating committees of the Funds held one meeting
during the fiscal year ended July 31, 1995. No policy or procedure has been
established as to the recommendation of Board Member nominees by shareholders.
Each Fund's Board held five meetings during the fiscal year ended July 31,
1995. During the last fiscal year, each Board Member attended 75% or more of
each Fund's Board meetings and the committee meetings (if a member thereof),
except that Mr. Franke was unable to attend certain executive committee
meetings held solely to declare dividends. His attendance at executive
committee meetings that he was scheduled to attend was less than 75%.
Each Fund has the same executive officers. The following table sets forth
information as of July 31, 1995 with respect to each executive officer of the
Funds, other than executive officers who are Board Members and reflected above.
Officers of the Funds receive no compensation from the Funds. The term of
office of all officers will expire at the regularly scheduled meeting of the
Board of each Fund following the annual meetings of shareholders.
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
Kenneth C. Dunn 39 Vice President Vice President, Assistant
and Assistant Secretary and Assistant General
Secretary Counsel of John Nuveen & Co.
(since July 1995) Incorporated (since May 1995);
Vice President and Assistant
Secretary of Nuveen Advisory
Corp. and Nuveen Institutional
Advisory Corp. (since May
1995). Partner Gardner, Carton
& Douglas (from January 1990 to
April 1995.)
Kathleen M. Flanagan 48 Vice President Vice President of John Nuveen &
(since 1994) Co. Incorporated
J. Thomas Futrell 40 Vice President Vice President of Nuveen Advisory
(since 1992) Corp. (since February 1991);
prior thereto, Assistant Vice
President of Nuveen Advisory
Corp. (from August 1988 to
February 1991); Chartered
Financial Analyst.
Steven J. Krupa 38 Vice President Vice President of Nuveen Advisory
(since 1992) Corp. (since October 1990);
prior thereto, Vice President
of John Nuveen & Co.
Incorporated (from January 1989
to October 1990).
Anna R. Kucinskis 49 Vice President Vice President of John Nuveen &
(since 1992) Co. Incorporated.
Larry W. Martin 44 Vice President Vice President (since September
(since 1993) & 1993), Assistant Secretary and
Assistant Secre- Assistant General Counsel of
tary (since 1992) John Nuveen & Co. Incorporated;
Vice President (since May 1993)
and Assistant Secretary of
Nuveen Advisory Corp.; Vice
President (since May 1993) and
Assistant Secretary (since
January 1992) of Nuveen
Institutional Advisory Corp.;
Assistant Secretary (since
February 1993) of The John
Nuveen Company; Director of
Nuveen/Duff & Phelps Investment
Advisors (since January 1995).
7
POSITIONS AND
NAME AGE OFFICES WITH FUNDS PRINCIPAL OCCUPATIONS
---- --- ------------------ ---------------------
O. Walter Renfftlen 56 Vice President Vice President and Controller
& Controller of The John Nuveen Company
(since 1992) (since March 1992), John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp.
Thomas C. Spalding, Jr. 44 Vice President Vice President of Nuveen
(since 1992) Advisory Corp. and Nuveen
Institutional Advisory Corp.;
Chartered Financial Analyst.
H. William Stabenow 60 Vice President Vice President and Treasurer of
& Treasurer The John Nuveen Company
(since 1992) (since March 1992), John
Nuveen & Co. Incorporated,
Nuveen Advisory Corp. and
Nuveen Institutional Advisory
Corp. (since January 1992).
George P. Thermos 63 Vice President Vice President of John Nuveen &
(since 1992) Co. Incorporated.
James J. Wesolowski 45 Vice President Vice President, General Counsel
& Secretary and Secretary of The John
(since 1992) Nuveen Company (since March
1992), John Nuveen & Co.
Incorporated, Nuveen Advisory
Corp. and Nuveen
Institutional Advisory Corp.
Gifford R. Zimmerman 38 Vice President Vice President (since September
(since 1993) & 1992), Assistant Secretary
Assistant Secre- and Assistant General Counsel
tary (since 1992) of John Nuveen & Co.
Incorporated; Vice President
(since May 1993) and
Assistant Secretary of Nuveen
Advisory Corp.; Vice
President (since May 1993)
and Assistant Secretary
(since January 1992) of
Nuveen Institutional Advisory
Corp.
On July 31, 1995, Board Members and executive officers of the Funds as a
group did not beneficially own any common shares or MuniPreferred of any Fund.
On July 31, 1995, Board Members and executive officers of the Funds as a group
beneficially owned 203,639 common shares of all funds managed by the Adviser
(excluding money market funds). As of July 31, 1995, no person is known to the
Funds to have owned beneficially more than five percent of the common shares or
MuniPreferred of any Fund.
Section 30(f) of the Investment Company Act of 1940, as amended (the "1940
Act"), and Section 16(a) of the Securities Exchange Act of 1934, as amended,
require each Fund's officers and Board Members, investment adviser, affiliated
persons of the investment adviser and persons who own more than ten percent of
a registered class of the Funds' equity securities to file forms reporting
their affiliation with that Fund and reports of ownership and changes in
ownership of that Fund's shares with the Securities and Exchange Commission
(the "SEC") and the New York Stock Exchange. These persons and entities are
required by SEC regulation to furnish the Funds with copies of all Section
16(a) forms they file. Based on a review of these forms furnished to each Fund,
each Fund believes that during the fiscal year ended July 31, 1995, all Section
16(a) filing requirements applicable to that Fund's officers and Board Members,
investment adviser and affiliated persons of the investment adviser were
complied with.
8
2. SELECTION OF INDEPENDENT AUDITORS
The members of each Fund's Board who are not "interested persons" of that
Fund have unanimously selected Ernst & Young LLP, independent public
accountants, as independent auditors, to audit the books and records of that
Fund for the fiscal year ending July 31, 1996. Ernst & Young LLP has served
each Fund in this capacity since that Fund was organized and has no direct or
indirect financial interest in that Fund except as independent auditors. The
selection of Ernst & Young LLP as independent auditors of each Fund is being
submitted to the shareholders for ratification, which requires the affirmative
vote of a majority of the shares of each Fund present and entitled to vote on
the matter. A representative of Ernst & Young LLP is expected to be present at
the Annual Meetings and will be available to respond to any appropriate
questions raised at the Annual Meetings and to make a statement if he or she
wishes. EACH FUND'S BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
INFORMATION ABOUT THE FUNDS' INVESTMENT ADVISER
The Adviser, located at 333 West Wacker Drive, Chicago, Illinois, serves as
investment adviser and manager for each Fund. The Adviser is a wholly-owned
subsidiary of Nuveen, 333 West Wacker Drive, Chicago, Illinois 60606. Nuveen is
a subsidiary of The John Nuveen Company which in turn is approximately 75%
owned by The St. Paul Companies, Inc. ("St. Paul"). St. Paul is located at 385
Washington Street, St. Paul, Minnesota 55102, and is principally engaged in
providing property-liability insurance through subsidiaries. Nuveen acted as
co-managing underwriter for Arizona Premium, in its initial public offering of
common shares in November 1992 and January 1993 and its public offering of
MuniPreferred in March 1993; for Michigan Quality, in its initial public
offering of common shares in October and November 1991 and its public offering
of MuniPreferred in February 1992; for Michigan Premium, in its initial public
offering of common shares in December 1992 and February 1993 and its public
offering of MuniPreferred in April 1993; for Ohio Quality, in its initial
public offering of common shares in October and November 1991 and its public
offering of MuniPreferred in February 1992; and for Texas Quality, in its
initial public offering of common shares in October and November 1991 and its
public offering of MuniPreferred in February 1992.
SHAREHOLDER PROPOSALS
To be considered for presentation at the Annual Meeting of Shareholders of
any of the Funds to be held in 1996, a shareholder proposal must be received at
the offices of that Fund, 333 West Wacker Drive, Chicago, Illinois 60606, not
later than May 2, 1996.
9
GENERAL
Management does not intend to present and does not have reason to believe
that others will present any other items of business at any Fund's Annual
Meeting. However, if other matters are properly presented to the Annual Meeting
for a vote, the proxies will be voted upon such matters in accordance with the
judgment of the persons acting under the proxies.
A list of shareholders entitled to be present and to vote at each Fund's
Annual Meeting will be available at the offices of the Funds, 333 West Wacker
Drive, Chicago, Illinois, for inspection by any shareholder during regular
business hours for ten days prior to the date of that Annual Meeting.
Failure of a quorum to be present at any Annual Meeting will necessitate
adjournment and will subject that Fund to additional expense. The persons named
in the enclosed proxy may also move for an adjournment of any Annual Meeting to
permit further solicitation of proxies with respect to any of the proposals if
they determine that adjournment and further solicitation is reasonable and in
the best interests of the shareholders. Under each Fund's By-Laws, an
adjournment of a meeting requires the affirmative vote of a majority of the
shares present in person or represented by proxy at the meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
James J. Wesolowski
Secretary
NAZ1095
10
PROXY BALLOT
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
COMMON STOCK
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution, Proxies
for the undersigned to represent and vote the common stock of the undersigned
at the Annual Meeting of Shareholders of Nuveen Michigan Premium Income
Municipal Fund, Inc. to be held on October 19, 1995, or any adjournment or
adjournments thereof:
1. Election of Directors:
NOMINEES: Lawrence H. Brown, Richard J. Franke, Anne E. Impellizzeri,
Peter R. Sawers.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending July 31, 1996.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the appropriate
boxes ON THE REVERSE SIDE. If you do not mark any boxes, your Proxy
will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
------------------------------------------------------------------------------
SEE REVERSE SIDE NMP1095
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
--------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS:(SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote for nominees indicated below:
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
--------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JULY 31, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
--------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
-----------------------------------------------------------
Shareholder sign here _________________________ Date _____
Co-owner sign here ____________________________ Date _____
-----------------------------------------------------------
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations, title
or capacity should be stated. If shares are held jointly,
each holder should sign.
[_] BK NAZ1095 NMP1095
PROXY BALLOT
NUVEEN MICHIGAN PREMIUM INCOME MUNICIPAL FUND, INC.
MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK, SERIES M AND TH
PROXY SOLICITED BY THE BOARD OF DIRECTORS
FOR ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 19, 1995
The undersigned hereby appoints Richard J. Franke, Timothy R. Schwertfeger and
James J. Wesolowski, and each of them, with full power of substitution,
Proxies for the undersigned to represent and vote the shares of Municipal
Auction Rate Cumulative Preferred Stock, Series M and TH, of the undersigned
at the Annual Meeting of Shareholders of Nuveen Michigan Premium Income
Municipal Fund, Inc. to be held on October 19, 1995, or any adjournment or
adjournments thereof:
1. Election of Directors:
NOMINEES--BY ALL SHAREHOLDERS: Lawrence H. Brown, Richard J. Franke, Anne E.
Impellizzeri, Peter R. Sawers.
NOMINEES--BY HOLDERS OF MUNICIPAL AUCTION RATE CUMULATIVE PREFERRED STOCK
ONLY: Margaret K. Rosenheim, Timothy R. Schwertfeger.
2. Ratification of the selection of Ernst & Young LLP as independent auditors
for the fiscal year ending July 31, 1996.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting.
------------------------------------------------------------------------------
You are encouraged to specify your choices by marking the
appropriate boxes ON THE REVERSE SIDE. If you do not mark any boxes,
your Proxy will be voted in accordance with the Board of Directors'
recommendations. Please sign, date and return this Proxy card
promptly using the enclosed envelope.
------------------------------------------------------------------------------
SEE REVERSE SIDE NMP1095P
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL NOMINEES AND THE PROPOSAL:
Please mark your votes as in this example. [X]
--------------------------------------------------------------------------------
1. ELECTION OF DIRECTORS:(SEE REVERSE FOR NOMINEES)
[_] FOR all nominees
[_] WITHHOLD authority to vote for all nominees
[_] WITHHOLD authority to vote for nominees indicated below:
INSTRUCTIONS:
TO GRANT AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX ON THE LEFT ABOVE OR
DO NOT MARK ANY BOX ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ALL NOMINEES, MARK THE BOX IN THE MIDDLE
ABOVE.
TO WITHHOLD AUTHORITY TO VOTE FOR ANY ONE OR MORE OF THE NOMINEES, MARK THE
BOX ON THE RIGHT ABOVE AND WRITE EACH NOMINEE'S NAME IN THE SPACE PROVIDED.
--------------------------------
2. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS
FOR THE FISCAL YEAR ENDING JULY 31, 1996.
3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
FOR [_] AGAINST [_] ABSTAIN [_]
--------------------------------------------------------------------------------
THE SHARES TO WHICH THIS PROXY RELATES WILL BE VOTED AS SPECIFIED. IF NO
SPECIFICATION IS MADE, SUCH SHARES WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR THE PROPOSAL SET FORTH ON THIS PROXY.
Please be sure to sign and date this Proxy.
-----------------------------------------------------------
Shareholder sign here _________________________ Date _____
Co-owner sign here ____________________________ Date _____
-----------------------------------------------------------
NOTE: Please sign exactly as your name appears on this
Proxy. If signing for estates, trusts or corporations, title
or capacity should be stated. If shares are held jointly,
each holder should sign.
[_] BK NAZ1095 NMP1095P