Registration No. 33-69176
Schedule 14A Information required in proxy statement.
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
[ ] Preliminary Additional Materials
[ x ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
TCW/DW North American Intermediate Income Trust. . . . . . . . .
(Name of Registrant as Specified in its Charter)
LouAnne McInnis . . . . . . . . . . . . . . . . . . . . . . . .
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-6(j)(2)
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(j)(3)
[ ] Fee computed on table below per Exchange Act Rules
14a-6(j)(4) and 0-11.
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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:
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4) Proposed maximum aggregate value of transaction:
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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
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previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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[TEXT]
TCW/DW NORTH AMERICAN INTERMEDIATE INCOME TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 21, 1995
A Special Meeting of Shareholders of TCW/DW NORTH AMERICAN INTERMEDIATE
INCOME TRUST (the "Fund"), an unincorporated business trust organized under
the laws of the Commonwealth of Massachusetts, will be held in the Conference
Center, Forty-Fourth Floor, 2 World Trade Center, New York, New York 10048,
on November 21, 1995 at 9:00 A.M., New York City time, for the following
purposes:
1. To approve or disapprove a Plan of Liquidation and Dissolution to
terminate the Fund; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record as of the close of business on September 8, 1995
are entitled to notice of and to vote at the meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided
for that purpose.
In the event that the necessary quorum to transact business is not
obtained at the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a total of not more than 60 days in the
aggregate to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the Fund's
shares present in person or by proxy at the meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal to approve the Plan of Liquidation
and Dissolution and will vote against such adjournment those proxies required
to be voted against that proposal.
SHELDON CURTIS,
Secretary
September 11, 1995
New York, New York
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IMPORTANT
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 BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN THE
ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED AT THE
MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN THE UNITED
STATES.
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TCW/DW NORTH AMERICAN INTERMEDIATE INCOME TRUST
Two World Trade Center, New York, New York 10048
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
NOVEMBER 21, 1995
This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of TCW/DW NORTH AMERICAN INTERMEDIATE INCOME TRUST
(the "Fund") for use at the Special Meeting of Shareholders of the Fund to be
held on November 21, 1995, and at any adjournments thereof (the "Meeting").
If the enclosed form of proxy is properly executed and returned in time to
be voted at the meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of Proposal 1 as set forth in the
Notice of Special Meeting. A proxy may be revoked at any time prior to its
exercise by any of the following: written notice of revocation to the
Secretary of the Fund, execution and delivery of a later dated proxy to the
Secretary of the Fund, or attendance and voting at the Meeting.
Shareholders as of the close of business on September 8, 1995, the record
date for the determination of shareholders entitled to notice of and to vote
at the Meeting, are entitled to one vote for each share held and a fractional
vote for a fractional share. On September 8, 1995 there were outstanding
312,539 shares of beneficial interest of the Fund, all with $0.01 par value.
The following shareholder is known to own 5% or more of the Trust's
outstanding shares: Hartington Telecommunications, Inc., Special Account,
104 W. Centre, Box 157, Hartington, Nebraska (21,402 shares). The Trustees and
officers of the Fund, together, owned less than 1% of the Fund's outstanding
shares on that date. The percentage ownership of shares of the Fund changes
from time to time depending on purchases and redemptions by shareholders and
the total number of shares outstanding.
The cost of soliciting proxies for this Meeting, consisting principally of
printing and mailing expenses, will be borne by Dean Witter InterCapital Inc.
("InterCapital") and TCW Funds Management, Inc. (the "Investment Adviser") .
The solicitation of proxies will be by mail, which may be supplemented by
solicitation by mail, telephone or otherwise through Trustees, officers and
regular employees of the Fund, or Dean Witter Services Company Inc. ("DWSC"
or the "Manager") or its parent company, InterCapital, without special
compensation therefor. The first mailing of this proxy statement is expected
to be made on or about September 14, 1995.
(1) APPROVAL OR DISAPPROVAL
OF PLAN OF LIQUIDATION AND DISSOLUTION
TO TERMINATE THE FUND
On August 24, 1995, the Board of Trustees, following deliberation and
review of a proposal by the Fund's management, determined that it would be
advisable that the Fund be liquidated and dissolved in accordance with
Massachusetts law. Accordingly, the Board approved the termination of the
Fund, subject to shareholder
2
approval, pursuant to a Plan of Liquidation and Dissolution (the "Plan"). A
copy of the Plan is attached as Exhibit A. At the Meeting shareholders of the
Fund will vote on the Plan. The Plan provides for the liquidation of the
Fund's assets and the distribution to shareholders of the Fund of all of the
proceeds of such liquidation, which will be in cash form, less an amount to
be provided for debts and liabilities of the Fund.
The favorable vote of a majority of the outstanding voting securities of
the Fund is required for approval of the Plan. Such majority is defined under
the Investment Company Act of 1940 as (A) of 67 percent or more of the shares
present at the Meeting if the holders of more than 50 percent of the
outstanding shares of the Fund are present or represented by proxy; or (B) of
more than 50 percent of the outstanding shares of the Fund, whichever is
less. Abstentions and broker "non-votes" will have the same effect as a vote
against the proposal.
BACKGROUND OF AND REASON FOR THE PLAN
The Fund commenced operations on April 4, 1994 and since that date through
July 31, 1995, the Fund's net assets have grown to only $3,627,735. The
anticipated growth of the Fund's assets through increased sales of shares
have not been successful. Since the date of commencement of the Fund's
operations, DWSC and the Investment Adviser have waived their respective
management and advisory fees and InterCapital has assumed all Fund expenses
(except for brokerage and Rule 12b-1 fees). DWSC, the Adviser and
InterCapital have agreed to continue such waivers and assumption of expenses
until January 31, 1996. After such date, the Fund, if it continued in
operation, would bear all fees and expenses.
InterCapital, DWSC, the Investment Adviser and Dean Witter Distributors
Inc., the distributor of the Fund's shares (the "Distributor") (collectively,
"Management"), believe it is unlikely that the Fund will experience material
growth in assets in the foreseeable future. Because of the inefficiencies,
higher costs and disadvantageous economies of scale attendant with the Fund's
small asset base, the Fund's Management has concluded that it would be in the
best interests of the Fund and its shareholders to liquidate the Fund and has
recommended that this course of action be considered by the Fund's Board of
Trustees.
At a meeting on August 24, 1995, the Board of Trustees considered whether
it would be appropriate to liquidate the Fund and, after careful
consideration of the matter, the Board approved the liquidation and
termination of the Fund pursuant to the terms of the Plan. The Board also
directed that the Plan be submitted to shareholders for approval. In
evaluating the Plan, the Trustees considered a number of factors, including
the amount of the Fund's total assets, the Fund's expense ratio (absent the
waiver and assumption of expenses described above), the likelihood that
additional sales of the Fund's shares could increase the assets to a more
viable level and the absence of another investment company advised by
InterCapital or the Investment Adviser that would be appropriate for a
possible merger. Based on consideration of the foregoing and all other
factors deemed relevant by it, the Board of Trustees determined that adoption
of the Plan was in the best interests of the Fund and its shareholders. In
view of this determination, the Board instructed the Distributor, to suspend
all further sales of shares pending shareholder consideration of the Plan,
with the exception of shares sold pursuant to the reinvestment of dividends
and other distributions. Because of the suspension of sales, the Board also
determined that accrual of payments to the Distributor, pursuant to the
distribution plan of the Fund adopted pursuant to Rule 12b-1, should be
terminated effective August 25, 1995.
If shareholders of the Fund fail to approve the Plan, the Fund will not be
liquidated and will continue to operate and be managed in accordance with the
investment objective and policies of the Fund as currently in effect.
However, in such case, the Trustees would determine what alternative action,
if any, should be taken.
SUMMARY OF THE PLAN
Effective date of the Plan and cessation of the Fund's activities as an
investment company. The Plan will become effective on the date of its
approval by shareholders (the "Effective Date"). Following shareholder
3
approval, the Fund will, as soon as reasonable and practicable after the
Effective Date, complete the sale of the portfolio securities it holds in
order to convert its assets to cash and will not engage in any business
activity except for the purpose of winding up its business and affairs,
preserving the value of its assets and distributing assets to shareholders
after the payment to (or reservation of assets for payment to) all creditors
of the Fund. After the distribution of assets to shareholders, the Fund will
be dissolved in accordance with the Plan and Massachusetts law. The Plan
provides that the Trustees may authorize such variations from, or amendments
to, the provisions of the Plan as may be necessary or appropriate to effect
the dissolution, complete liquidation and termination of the existence of the
Fund in accordance with the purposes to be accomplished by the Plan.
Liquidating Distribution. As soon as practicable after the Effective Date,
and in any event within 60 days thereafter, the Fund will mail to each
shareholder of record who has not redeemed its shares a liquidating
distribution equal to the shareholder's proportionate interest in the
remaining assets of the Fund and information concerning the sources of the
liquidating distribution.
Continued Operation of the Fund. The adoption of the Plan will not affect
the right of shareholders to redeem shares of the Fund at their then current
net asset value per share. All officers of the Fund, as well as all entities
serving the Fund, will continue in their present positions and capacities
until such time as the Fund is liquidated and dissolved.
PROCEDURE FOR LIQUIDATION
The Plan provides for the termination of the Fund under the laws of the
Commonwealth of Massachusetts. The Fund intends to file an appropriate notice
of termination with the Office of the Secretary of State of Massachusetts.
Such notice will state that the Trustees approved the termination of the Fund
pursuant to the Plan and will specify the exact date of termination.
Massachusetts law does not provide rights of appraisal or similar rights of
dissent to shareholders with respect to the proposed liquidation and
termination.
TAX EFFECTS OF LIQUIDATION
The Fund has been advised by its special tax counsel, Gordon Altman
Butowsky Weitzen Shalov & Wein, that, upon the liquidation of the Fund,
shareholders will realize a capital gain or loss to the extent that the
amount received upon liquidation exceeds or is less than the shareholder's
adjusted basis in its shares of the Fund. The realized gain or loss will be
long-term or short-term depending upon whether the shareholder has held
shares for more or less than one year.
The Fund qualified as a regulated investment company for federal income
tax purposes for its fiscal period ended January 31, 1995, and has continued
to so qualify. Following completion of the proposed liquidation and
dissolution, shareholders will be furnished information concerning the tax
treatment of all dividend and other distributions, including final
liquidation distributions, made by the Fund.
Certain shareholders who have not furnished a correct taxpayer
identification number may be subject to backup withholding at a rate of 31%
of the amount of distributions. The above discussion does not address the
treatment of tax-exempt shareholders or nonresident shareholders. In
addition, the treatment of state or local taxes is not discussed.
Shareholders are urged to consult with their own tax advisers with respect to
such issues.
DE-REGISTRATION AS AN INVESTMENT COMPANY
Promptly after the dissolution of the Fund, an application will be filed
with the Securities and Exchange Commission for an order declaring that the
Fund has ceased to be an investment company. Upon issuance of such an order,
the Fund will no longer be registered under or subject to the provisions of
the Investment Company Act of 1940.
4
THE TRUSTEES OF THE FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE PLAN OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business is not
obtained at the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting for a total of not more than 60 days in the
aggregate to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the Fund's
shares present in person or by proxy at the Meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal and will vote against such
adjournment those proxies required to be voted against the proposal.
SHAREHOLDER PROPOSALS
In the event that the Fund is not liquidated and dissolved, any proposals
of security holders intended to be presented at the next Meeting of
Shareholders should be presented a reasonable time prior to the mailing of
the proxy materials sent in connection with the meeting, for inclusion in the
proxy statement for that meeting.
REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL PERIOD JANUARY 31,
1995, PREVIOUSLY SENT TO THE TRUST'S SHAREHOLDERS, IS AVAILABLE WITHOUT
CHARGE UPON REQUEST FROM ADRIENNE RYAN AT DEAN WITTER TRUST COMPANY,
HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-526-3143 (TOLL FREE)). THE FUND'S MOST RECENT SEMI-ANNUAL
REPORT, FOR THE SEMI-ANNUAL PERIOD ENDED JULY 31, 1995, WILL BE SENT TO
SHAREHOLDERS ON OR ABOUT SEPTEMBER 25, 1995 AND IS ALSO AVAILABLE WITHOUT
CHARGE AS SET FORTH ABOVE.
OTHER BUSINESS
Management of the Fund knows of no other matters which may be presented at
the Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment
on such matters.
By Order of the Trustees
SHELDON CURTIS
Secretary
5
EXHIBIT A
TCW/DW NORTH AMERICAN INTERMEDIATE INCOME TRUST
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of TCW/DW
North American Intermediate Income Trust (the "Fund"), a trust organized and
existing under the laws of the Commonwealth of Massachusetts, which has
operated as an open-end non-diversified management investment company
registered under the Investment Company Act of 1940, as amended (the
"Investment Company Act"), is intended to accomplish the complete liquidation
and dissolution of the Fund in conformity with the provisions of the Fund's
Declaration of Trust dated September 13, 1993 (the "Declaration"), and under
Massachusetts law.
WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Fund and its shareholders to
liquidate and to dissolve the Fund, and the Board, on August 24, 1995,
considered the matter and determined to recommend the termination of the Fund
pursuant to this Plan;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of shareholders of
the Fund called for the purpose of voting upon the Plan, by a vote (A) of 67
percent or more of the shares of the Fund present at a meeting if the holders
of more than 50 percent of the outstanding shares of the Fund are present or
represented by proxy; or (B) of more than 50 percent of the outstanding
shares of the Fund, whichever is less. The date of such adoption and approval
of the Plan by shareholders is hereinafter called the "Effective Date".
2. Dissolution. As promptly as practicable after the Effective Date,
consistent with the provisions of this Plan, the Fund shall be liquidated and
dissolved pursuant to applicable provisions of Massachusetts law.
3. Cessation of Business. After the Effective Date, the Fund shall not
engage in any business activities except for the purpose of winding up its
business and affairs, preserving the value of its assets and distributing its
assets to shareholders in accordance with the provisions of this Plan after
the payment to (or reservation of assets for payment to) all creditors of the
Fund; provided that the Fund shall, prior to the making of the final
liquidating distribution, continue to honor requests for the redemption of
shares and may, as determined to be appropriate by the Board, make payment of
dividends and other distributions to shareholders and permit the reinvestment
thereof in additional shares.
4. Liquidation of Assets. The Fund shall cause the liquidation of its
assets to cash form as soon as is practicable consistent with the term of the
Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the
Fund shall determine and pay (or reserve sufficient amounts to pay) the
amount of all known or reasonably ascertainable liabilities of the Fund
incurred or expected to be incurred prior to the date of the liquidating
distribution provided in Section 6 below.
6. Liquidating Distribution. As soon as practicable after the Effective
Date, and in any event within sixty (60) days thereafter, the Fund will mail
the following to each shareholder of record who has not redeemed its shares:
(i) a liquidating distribution equal to the shareholder's proportionate
interest in the remaining assets of the Fund (after the payments and creation
of the reserves contemplated by Section 5 above); and (ii) information
concerning the sources of the liquidating distribution.
A-1
7. Expenses of Liquidation and Dissolution. Except as may be otherwise
agreed to among the Fund its manager and its investment adviser, all expenses
incurred by or allocable to the Fund in carrying out this Plan, deregistering
the Fund as an investment company, and dissolving the Fund, shall be borne by
Dean Witter InterCapital Inc. and TCW Funds Management, Inc.
8. Power of the Board of Trustees. The Board and, subject to the general
direction of the Board, the officers of the Fund, shall have authority to do
or to authorize any or all acts and things as provided for in this Plan and
any and all such further acts and things as they may consider necessary or
desirable to carry out the purposes of this Plan, including without
limitation, the execution and filing of all certificates, documents,
information returns, tax returns, forms, and other papers which may be
necessary or appropriate to implement this Plan or which may be required by
the provisions of the Investment Company Act, the Securities Act of 1933, as
amended, and the applicable Massachusetts law.
The death, resignation or other disability of any Trustee or any officer
of the Fund shall not impair the authority of the surviving or remaining
Trustees or officers to exercise any of the powers provided for in this Plan.
9. Amendment of the Plan. The Board shall have the authority to authorize
such variations from or amendments to the provisions of this Plan (other than
the terms of the liquidating distribution) as may be necessary or appropriate
to effect the dissolution, complete liquidation and termination of existence
of the Fund, and the distribution of assets to shareholders in accordance
with the purposes intended to be accomplished by this Plan.
A-2
TCW/DW NORTH AMERICAN INTERMEDIATE INCOME TRUST
SPECIAL MEETING OF SHAREHOLDERS--NOVEMBER 21, 1995
PROXY
The undersigned hereby appoints SHELDON CURTIS, ROBERT M. SCANLAN, DAVID
A. HUGHEY, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW/DW NORTH AMERICAN INTERMEDIATE INCOME TRUST on November 21, 1995, at
9:00 A.M., New York City time, and at any adjournment thereof, on the proposals
set forth in the Notice of Meeting dated September 11, 1995 as follows:
THIS PROXY IS SOLICITED BY THE TRUSTEES. IF NO SPECIFICATION IS MADE ON
THE REVERSE SIDE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
(Continued, and to be dated and signed on reverse side.)
IMPORTANT: PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD IN
THE ENCLOSED ENVELOPE.
[ ]
PLEASE MARK BOXES [X] OR [X] IN BLUE OR BLACK INK.
1. APPROVAL OF PLAN OF LIQUIDATION AND DISSOLUTION:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
and in their discretion in the transaction of any other business which may
properly come before the meeting.
Please sign personally.
If the share is
registered in more than
one name, each joint
owner or each fiduciary
should sign personally
Only authorized officers
should sign for
corporations.
Dated -----------------
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Signature
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Signature