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 (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
[ ] Definitive Proxy Statement Commission Only (as permitted
[X] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The New America High Income Fund, 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):
| | $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 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:
2) Aggregate number of securities to which transaction applies:
3) Per unit price of other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state
how it was determined.
[X] 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 of 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:
THE NEW AMERICA HIGH INCOME FUND, INC.
10 Winthrop Square, Fifth Floor
Boston, Massachusetts 02110
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SUPPLEMENT TO AUGUST 29, 1996 PROXY SOLICITATION
SPECIAL MEETING OF STOCKHOLDERS
October 15, 1996
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This supplement is being circulated to stockholders entitled to vote at
the October 15, 1996 Special Meeting of the Stockholders (the "Special
Meeting") of The New America High Income Fund, Inc. (the "Fund") to supply
the text of the proposed amendment to the Fund's Charter (the "Proposed
Amendment") discussed in the August 29, 1996 proxy statement relating to the
Special Meeting (the "Proxy Statement"). The text of the Proposed Amendment
appears below as Exhibit A and should be read in conjunction with and
considered part of the Proxy Statement.
This supplement also serves to confirm that the Special Meeting will be
held at the Goodwin, Procter & Hoar LLP Conference Center, Second Floor,
Exchange Place, Boston, Massachusetts 02109 at 9:30 A.M. on October 15, 1996
to consider approval by stockholders of the Proposed Amendment and to
transact such other business as may properly come before the Special Meeting
and any adjournments thereof. These matters may be acted upon at the Special
Meeting or any adjournments thereof. The close of business on August 27, 1996
has been fixed as the record date for determination of stockholders entitled
to notice of, and to vote at, the Special Meeting and any adjournments
thereof.
If you have already returned a proxy card, your shares will be voted in
accordance with the instructions marked thereon; however, you may change the
manner in which your shares are voted by completing the enclosed proxy card
and returning it in the enclosed envelope, which needs no postage if mailed
in the United States. If you have not already returned a proxy card, you may
use either the enclosed proxy card or the proxy card enclosed with the Proxy
Statement to vote your shares at the Special Meeting.
By Order of the Board of Directors
Richard E. Floor
Secretary
September 11, 1996
Boston, Massachusetts
(continued on reverse)
EXHIBIT A
Part I, Section 6(j) of the Articles Supplementary of the Fund's Charter
[language to be deleted appears in brackets]
"(j) The Board of Directors, without the vote or consent of any holder of the
Preferred Stock, including the ATP, or any other stockholder of the
Corporation, may from time to time amend, alter or repeal any or all of the
definitions of the terms or provisions listed below [in connection with
obtaining or maintaining one or more ratings with respect to the ATP], and
any such amendment, alteration or repeal will not be deemed to affect the
preferences, rights or powers of shares of ATP or the Holders thereof,
provided that the Board of Directors receives written confirmation from
Moody's (if Moody's is then rating the ATP) and Fitch (if Fitch is then
rating the ATP) (with such confirmation in no event being required to be
obtained from a particular rating agency in the case of the definitions
relevant only to and adopted in connection with the rating of the ATP, if
any, by any other rating agency) that such amendment, alteration or repeal
would not impair the rating then assigned by Moody's or Fitch, respectively.
In addition, the Board of Directors, without the vote or consent of any
Holder of the Preferred Stock, including the ATP, or any other stockholder of
the Corporation, may from time to time adopt, amend, alter or repeal any or
all of any additional or other definitions or add covenants and other
obligations of the Corporation (e.g., maintenance of minimum liquidity level)
or confirm the applicability of covenants and other obligations set forth
herein in connection with obtaining or maintaining the rating of Moody's,
Fitch or any Other Rating Agency with respect to the ATP, and any such
amendment, alteration or repeal will not be deemed to affect the preferences,
rights or powers of the ATP or the Holders thereof, provided the Board of
Directors receives written confirmation from the relevant rating agency (such
confirmation in no event being required to be obtained from a particular
rating agency with respect to definitions or other provisions relevant only
to another rating agency's rating) that any such amendment, alteration or
repeal would not adversely affect the rating then assigned by such rating
agency.
Definitions and Provisions Subject to Change by Director Action:
ATP Basic Maintenance Amount Minimum Applicable Rate
ATP Basic Maintenance Certificate Moody's Discount Factor
Asset Coverage Cure Date Moody's Eligible Assets
Deposit Securities Moody's Industry Classification
Discounted Value 1940 Act Asset Coverage Cure Date
Exposure Period 1940 Act ATP Asset Coverage
Fitch Discount Factor Volatility Factor
Fitch Eligible Assets Short Term Money Market Instruments
Fitch Industry Classification
Market Value
Maximum Applicable Rate
Last Paragraph of Section 12
In addition, the Board of Directors may amend the definition of Maximum
Applicable Rate to increase the percentage amount by which the Reference Rate
is multiplied to determine the Maximum Applicable Rate shown therein without
the vote or consent of the holders of the shares of the Preferred Stock,
including the ATP, or any other stockholder of the Corporation, and without
receiving any confirmation from any rating agency after consultation with the
Broker-Dealers, provided that immediately following any such increase the
Corporation would be in compliance with the ATP Basic Maintenance Amount."