As filed with the Securities and Exchange Commission on September 14, 1999.
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
FILE NUMBER 811-0560
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
[X] Filed by the Registrant
[ ] Filed by a Party other than the Registrant
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
JOHN HANCOCK INVESTMENT TRUST
(Name of Registrant as Specified in Its Charter)
JOHN HANCOCK INVESTMENT TRUST
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c) (1) (ii), 14a-6 (i) (1), or
14a-6 (i) (2) or Item 22(a) (2) or schedule 14A (sent by wire transmission).
[ ] Fee paid previously with preliminary materials.
[X] No fee required.
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IMPORTANT INFORMATION
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[LOGO] JOHN HANCOCK FUNDS
A Global Investment Management Firm
September 20, 1999
Dear Fellow Shareholder:
I am writing to ask for your vote on a proposal that the Real Estate Fund's
Trustees believe will benefit you and your fund over the long term.
As you know, your fund has historically sought long-term growth of capital with
income as a secondary consideration. To pursue this objective, your fund's
management team has focused on investment opportunities in securities of real
estate companies.
Due to your fund's real estate company focus, it is more accurately classified
as a sector fund. Consequently, your Trustees believe it is in shareholders'
best interests to move your fund from the John Hancock Growth and Income Funds
category, where the fund is currently classified, to the John Hancock Sector
Funds category. This move entails a reorganization of your fund's underlying
legal trust to match that of the other sector funds. This will have no federal
income tax consequences to you and is intended to increase efficiency while
reducing printing, registration, accounting, legal and other fees.
No Cost to Your Fund or Change in Investment Strategy
Though this proposal requires your vote, please be assured that your fund will
not bear the cost for either the voting process or making the changes. In
addition, this proposal does not in any way signal a change in your fund's
investment strategy. Your fund's portfolio management team will continue to seek
long-term growth of capital by investing in securities of real estate companies.
This proposal has been unanimously approved by your fund's Board of Trustees,
who believe it will benefit you and your fellow shareholders. It is detailed in
the enclosed proxy statement, which I urge you to read thoroughly before voting.
Your Vote Makes a Difference!
No matter what size your investment may be, your vote is critical. I urge you to
review the enclosed materials and to complete, sign and return the enclosed
proxy ballot to us immediately. Your prompt response will help avoid the need
for additional mailings. For your convenience, we have enclosed a postage-paid
envelope.
If you have any questions or need additional information, please contact your
investment professional or call your Customer Service Representative at
1-800-225-5291, Monday through Friday between 8:00 A.M. and 8:00 P.M. Eastern
Time. I thank you for your prompt vote on this matter.
Sincerely,
/s/ Edward J. Boudreau, Jr.
---------------------------
Edward J. Boudreau, Jr.
Chairman and CEO
JOHN HANCOCK REAL ESTATE FUND
(a series of John Hancock Investment Trust)
101 Huntington Avenue
Boston, MA 02199
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD OCTOBER 13, 1999
This is the formal agenda for your fund's special meeting. It tells you what
matters will be voted on and the time and place of the meeting, in case you want
to attend in person.
To the shareholders of John Hancock Real Estate Fund (the "fund"):
A special meeting of shareholders of your fund will be held at 101 Huntington
Avenue, Boston, Massachusetts on Wednesday, October 13, 1999 at 9:00 a.m.,
Eastern Time, to consider the following:
1. A proposal to approve an agreement and plan of reorganization providing
for the reorganization of your fund from a series of John Hancock
Investment Trust (Investment Trust) into a series of John Hancock
Series Trust (Series Trust). Your Board of Trustees recommends that you
vote FOR this proposal.
2. Any other business that may properly come before the meeting.
Shareholders of record as of the close of business on September 14, 1999 are
entitled to vote at the meeting and any related follow-up meetings. Fund
shareholders will not pay the costs associated with the special meeting.
Whether or not you expect to attend the meeting, please complete and return the
enclosed proxy card. Please take a few minutes to vote now.
By order of the Board of Trustees,
/s/Susan S. Newton
------------------
Secretary
September 20, 1999
370PX 9/99
PROXY STATEMENT OF
JOHN HANCOCK REAL ESTATE FUND
(a series of John Hancock Investment Trust)
This proxy statement contains the information you should know before voting on
the proposals summarized below.
Real Estate Fund will furnish without charge a copy of its annual report and
most recent semiannual report to any shareholder upon request. If you would like
a copy of your fund's report(s), please send a written request to the attention
of the fund at 101 Huntington Avenue, Boston, Massachusetts 02199 or call John
Hancock Funds at 1-800-225-5291.
INTRODUCTION
This proxy statement is being used by your fund's Trustees to solicit proxies to
be voted at a special meeting of your fund's shareholders. This meeting will be
held at 101 Huntington Avenue, Boston, Massachusetts on Wednesday, October 13,
1999 at 9:00 a.m., Eastern Time. The purpose of the meeting is to consider:
1. A proposal to approve an agreement and plan of reorganization providing
for the reorganization of your fund from a series of John Hancock
Investment Trust (Investment Trust) into a new series of John Hancock
Series Trust (Series Trust).
2. Any other business that may properly come before the meeting.
This proxy statement and the proxy card are being mailed to your fund's
shareholders on or about September 20, 1999.
Who is Eligible to Vote?
Shareholders of record on September 14, 1999 are entitled to attend and vote on
each proposal at the meeting or any adjourned meeting. Each share is entitled to
one vote. Shares represented by properly executed proxies, unless revoked before
or at the meeting, will be voted according to shareholders' instructions. If you
sign a proxy but do not fill in a vote, your shares will be voted to approve the
proposals. If any other business comes before the meeting, your shares will be
voted at the discretion of the persons named as proxies.
PROPOSAL 1
TO APPROVE THE AGREEMENT
AND PLAN OF REORGANIZATION
Purpose of the Reorganization
Your fund has historically focused its investments on securities of real estate
companies. As a result, your fund typically appeals to investors seeking sector
concentration. John Hancock has several other sector funds which also
concentrate their investments in one or more sectors. The fund's management
believes that your fund would sell better if it were offered with other John
Hancock sector funds in the soon to be developed John Hancock Sector Funds'
consolidated prospectus. However, there is no guarantee that your fund's assets
will increase.
The fund's management expects that shareholders should ultimately benefit from
an increase in the fund's asset size. An increase in asset size may increase the
number of investments in the portfolio, which can mean reduced volatility
through increased diversification of the fund's holdings. The portfolio manager
may also be better able to meet redemption requests if the fund has more cash
flow so that desirable portfolio investments do not have to be reduced to meet
redemptions. An increase in your fund's asset size may also result, over time,
in lower annual fund operating expenses.
All John Hancock sector funds will be offered in the same consolidated
prospectus and have an October 31 fiscal year end. In order to administer and
operate the funds in the consolidated prospectus efficiently, each fund must
have the same fiscal year end. Therefore, before your fund is offered in the
sector fund consolidated prospectus, its fiscal year end must be changed to
October 31. Currently, your fund is a series of Investment Trust with a December
31 fiscal year end. To move into the sector funds' prospectus, your fund must be
moved out of Investment Trust and relocated as a series of a trust that has an
October 31 fiscal year end, Series Trust. The most efficient way to move your
fund is by a tax-free reorganization of the type described in this proxy
statement.
Based on information provided by the fund's adviser and distributor, your Board
of Trustees believes that repositioning the fund as a sector fund may increase
its asset size, although there is no guarantee that this will occur. Because it
believes that a repositioned fund would operate more efficiently as a series of
a different trust, your Board of Trustees has determined that the proposed
reorganization will be in the best interest of your fund and its shareholders.
Description of Reorganization
You are being asked to approve an agreement and plan of reorganization, a copy
of which is attached as Exhibit A. The agreement provides for the reorganization
of your fund on the following terms:
o The reorganization is scheduled to occur at 5:00 p.m. on October 29, 1999.
At that time, your fund will transfer all of its assets to a new series of
Series Trust and the new series will assume all of your fund's liabilities.
o The new series will issue to your fund a number of Class A and Class B
shares identical to the number of, and with the same net asset value per
share as, your fund's Class A and Class B shares, respectively. As part of
the liquidation of your fund, these shares will be distributed to Class A
and Class B shareholders of record of your fund on the reorganization date
after the vote described below. As a result, Class A and Class B
shareholders of your fund will end up as Class A and Class B shareholders,
respectively, of the new series.
o Your fund, as the only shareholder of the new series will vote to approve
the investment management contract between the new series and John Hancock
Advisers, Inc. (JHA) and the new series' Rule 12b-1 plans. These will be
identical to the existing contract and Rule 12b-1 plans.
o After the reorganization, your fund will be terminated, and its business
will be carried on by the new series in the same manner as it had been
carried on by your fund.
o Your fund's Board of Trustees may terminate the Agreement (even if the
shareholders of your fund have already approved it) at any time before the
reorganization date, if the Trustees believe that proceeding with the
reorganization would no longer be advisable.
The following diagram shows how the reorganization would be carried out:
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Real Estate Fund Real Estate Fund's New Real Estate Fund
transfers assets and assets and liabilities receives assets and
laibilities to New assumes liabilities of
Real Estate Fund ------------------> Real Estate Fund
Class A Class B Issue Class B Issue Class B
shareholders shareholders shares shares
------------>-----------
Your Fund receives New Real Estate Fund Class B shares and
distibutes them to your Fund's Class B Shareholders
---------------------------------<------------------------------------
Your Fund receives New Real Estate Fund Class A shares and
distributes them to your Fund's Class A Shareholders
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Governance of the Fund
If shareholders approve this proposal, the fund will be governed by Series
Trust's Declaration of Trust rather than Investment Trust's Declaration of
Trust. The Series Trust Declaration is substantially similar to the Investment
Trust Declaration.
Since the Boards of Trustees of Investment Trust and Series Trust are comprised
of the same persons, your Board of Trustees will not change as a result of the
reorganization. Deloitte & Touche LLP will continue to serve as the fund's
independent auditor. Brown Brothers Harriman & Co. and John Hancock Funds, Inc.
(John Hancock Funds) will continue to provide custody and distribution services
to the fund. The fee schedules for services provided to the new series under the
contracts described above will be identical to those in effect before the
reorganization.
The terms of the fund's investment management contract, Rule 12b-1 distribution
plans and Rule 18f-3 multiple class plan will not change.
Your fund's investment policies and investment strategies will not change.
Shareholder Accounts and Elections
Your fund's transfer agent, John Hancock Signature Services, Inc., will
establish accounts for all fund shareholders containing the appropriate number
of shares of the new series received by each shareholder as a part of the
reorganization. Each account will be identical in all material respects to those
currently maintained by your fund for its shareholders.
Expenses of the Reorganization
JHA has agreed to bear the costs related to the reorganization for your fund and
the new series.
Tax Consequences of the Reorganization
o The reorganization will be tax-free for federal income tax purposes and
will not take place unless both funds receive a satisfactory opinion from
Hale and Dorr LLP, counsel to the funds, substantially to the effect that:
o The reorganization will be a "reorganization" within the meaning of Section
368(a)(1) of the Internal Revenue Code of 1986 (Code), and each fund will
be "a party to a reorganization" within the meaning of Section 368(b) of
the Code;
o No gain or loss will be recognized by your fund upon (1) the transfer of
all of its assets and liabilities to the new series as described above or
(2) the distribution by your fund of shares of the new series to your
fund's shareholders;
o No gain or loss will be recognized by the new series upon the receipt of
your fund's assets solely in exchange for the issuance of shares of the new
series and the assumption of all of your fund's liabilities by the new
series;
o The tax basis of the assets of your fund acquired by the new series will be
the same as the basis of those assets in the hands of your fund immediately
before the transfer;
o The tax holding period of the assets of your fund in the hands of the new
series will include your fund's tax holding period for those assets;
o The shareholders of your fund will not recognize gain or loss upon the
exchange of all their shares of your fund solely for shares of the new
series as part of the reorganization;
o The tax basis of shares of the new series received by your fund's
shareholders in the reorganization will be the same as the tax basis of the
shares of your fund surrendered in exchange; and
o The tax holding period of the shares of the new series received by your
fund's shareholders will include the tax holding period of your fund's
shares surrendered in the exchange, provided that the shares of your fund
were held as capital assets on the date of exchange.
BOARD EVALUATION AND RECOMMENDATION
For the reasons described above, the Board of Trustees, including the Trustees
who are not "interested persons" of the fund, the new series or JHA (the
"Independent Trustees"), approved the reorganization. In particular, the
Trustees determined that the reorganization was in the best interests of your
fund and that the interests of your fund's shareholders would not be diluted as
a result of the reorganization.
If the required approval of shareholders is not obtained, the fund will remain
as a series of Investment Trust.
The Trustees of your fund recommend that the shareholders of your fund vote for
the proposal to approve the agreement and plan of reorganization.
VOTING RIGHTS AND REQUIRED VOTE
Each share of your fund is entitled to one vote. Approval of each proposal
requires the affirmative vote of a majority of the shares of your fund
outstanding and entitled to vote. For this purpose, a majority of the
outstanding shares of your fund means with respect to each proposal the vote of
the lesser of
(1) 67% or more of the shares present at the meeting, if the holders of
more than 50% of the shares of the fund are present or represented by
proxy, or
(2) more than 50% of the outstanding shares of the fund.
Shares of your fund represented in person or by proxy, including shares which
abstain or do not vote with respect to a proposal, will be counted for purposes
of determining whether there is a quorum at the meeting. Accordingly, an
abstention from voting has the same effect as a vote against a proposal.
However, if a broker or nominee holding shares in "street name" indicates on the
proxy card that it does not have discretionary authority to vote on a proposal,
those shares will not be considered present and entitled to vote on that
proposal. Thus, a "broker non-vote" has no effect on the voting in determining
whether a proposal has been adopted in accordance with clause (1) above, if more
than 50% of the outstanding shares (excluding the "broker non-votes") are
present or represented. However, for purposes of determining whether a proposal
has been adopted in accordance with clause (2) above, a "broker non-vote" has
the same effect as a vote against that proposal because shares represented by a
"broker non-vote" are considered to be outstanding shares.
INFORMATION CONCERNING THE MEETING
Solicitation of Proxies
In addition to the mailing of these proxy materials, proxies may be solicited by
telephone, by fax or in person by the Trustees, officers and employees of your
fund; by personnel of JHA, the fund's principal distributor, John Hancock Funds,
and the fund's transfer agent, John Hancock Signature Services, Inc. or by
broker-dealer firms. Signature Services, together with a third-party
solicitation firm, has agreed to provide proxy solicitation services at a cost
of approximately $750 which will be paid by JHA.
The mailing address of the fund, JHA and John Hancock Funds is 101 Huntington
Avenue, Boston, Massachusetts 02199.
Revoking Proxies
If you have signed and returned your proxy, you may revoke it at any time before
it is exercised:
o By filing a written notice of revocation with your fund's transfer agent,
John Hancock Signature Services, Inc., 1 John Hancock Way, Suite 1000,
Boston, Massachusetts 02217-1000,
o By returning a duly executed proxy with a later date before the time of the
meeting, or
o If you have executed a proxy but are present at the meeting and wish to
vote in person, you may notify the secretary of the fund (without complying
with any formalities) at any time before it is voted.
Outstanding Shares and Quorum
As of September 14, 1999, 101,172 Class A shares and no Class B shares of
beneficial interest of the fund were outstanding. Only shareholders of record on
September 14, 1999 (record date) are entitled to notice of and to vote at the
meeting. A majority of the outstanding shares of the fund that are entitled to
vote will be considered a quorum for the transaction of business.
Other Business
The fund's Board of Trustees knows of no business to be presented for
consideration at the meeting other than the proposals described in this proxy.
If other business is properly brought before the meeting, proxies will be voted
according to the best judgment of the persons named as proxies.
Adjournments
If a quorum is not present in person or by proxy at the time any session of the
meeting is called to order, the persons named as proxies may vote those proxies
that have been received to adjourn the meeting to a later date. If a quorum is
present but there are not sufficient votes in favor of a proposal, the persons
named as proxies may propose one or more adjournments of the meeting to permit
further solicitation of proxies concerning that proposal. Any adjournment will
require the affirmative vote of a majority of the fund's shares at the session
of the meeting to be adjourned. If an adjournment of the meeting is proposed
because there are not sufficient votes in favor of a proposal, the persons named
as proxies will vote those proxies favoring that proposal in favor of
adjournment, and will vote those proxies against the proposal against
adjournment.
Telephone Voting
In addition to soliciting proxies by mail, by fax or in person, the fund may
also arrange to have votes recorded by telephone by officers and employees of
the fund or by personnel of the adviser, the transfer agent or a third party
solicitation firm. The telephone voting procedure is designed to verify a
shareholder's identity, to allow a shareholder to authorize the voting of shares
in accordance with the shareholder's instructions and to confirm that the voting
instructions have been properly recorded. If these procedures were subject to a
successful legal challenge, these telephone votes would not be counted at the
meeting. The fund has not obtained an opinion of counsel about telephone voting,
but is currently not aware of any challenge.
o A shareholder will be called on a recorded line at the telephone number in
the fund's account records and will be asked to provide the shareholder's
social security number or other identifying information.
o The shareholder will then be given an opportunity to authorize proxies to
vote his or her shares at the meeting in accordance with the shareholder's
instructions.
o To ensure that the shareholders instructions have been recorded correctly,
the shareholder will also receive a confirmation of the voting instructions
by mail.
o A toll-free number will be available in case the voting information
contained in the confirmation is incorrect.
o If the shareholder decides after voting by telephone to attend the meeting,
the shareholder can revoke the proxy at that time and vote the shares at
the meeting.
OWNERSHIP OF SHARES IN THE FUNDS
To the knowledge of the fund, as of September 14, 1999, the following persons
owned of record or beneficially 5% or more of the outstanding Class A and Class
B shares of your fund.
Percentage of
Total Outstanding
Shares of the
Name and Address of Shareholders Class of Shares Class of the fund
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John Hancock Advisers Inc. Class A 98.84%
101 Huntington Avenue
Boston, MA.
As of September 14, 1999, the Trustees and Officers of the fund owned in the
aggregate less than 1% of the outstanding shares of the fund.
[LOGO] JOHN HANCOCK FUNDS VOTE THIS PROXY CARD TODAY!
A Global Investment Management Firm YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
__ __
\/ Please detach card at perforation \/
JOHN HANCOCK REAL ESTATE FUND THIS PROXY IS SOLICITED BY THE BOARD OF TRUSTEES
A SERIES OF JOHN HANCOCK INVESTMENT TRUST
The undersigned holder of shares of beneficial interest of John Hancock
Real Estate Fund hereby constitutes and appoints Edward J. Boudreau, Anne C.
Hodsdon, James J. Stokowski and Susan S. Newton, and each of them singly,
proxies and attorneys of the undersigned, with full power of substitution to
each, for and in the name of the undersigned, to vote and act upon all matters
at the special meeting of shareholders of the Fund to be held on Wednesday,
October 13, 1999 at the offices of the Fund, 101 Huntington Avenue, Boston,
Massachusetts, at 9:00 a.m., Eastern time, and at any and all adjournments
thereof, relating to all shares of the Fund held by the undersigned which the
undersigned would be entitled to vote or act, with all the powers the
undersigned would possess if personally present. All proxies previously given by
the undersigned relating to the meeting are hereby revoked.
Date: ____________________________, 1999
o Please complete, sign, date and return this proxy in the
enclosed envelope as soon as possible.
o Please sign exactly as your name or names appear at
left. When signing as attorney, executor, administrator,
trustee or gaurdian, please give your full title as such.
o If a corporation, please sign in full corporate name by
president or other authorized officer.
o If a partnership, please sign in partnership name by
authorized person.
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Signature(s) 037,137
[LOGO] JOHN HANCOCK FUNDS VOTE THIS PROXY CARD TODAY!
A Global Investment Management Firm YOUR PROMPT RESPONSE WILL SAVE YOUR FUND
THE EXPENSE OF ADDITIONAL MAILINGS
__ __
\/ Please detach card at perforation \/
Specify your desired action by check mark in the appropriate space. This proxy
will be voted as specified. If no specification is made, the proxy will be voted
in favor of Item 1. The persons named as proxies have discretionary
authority,which they intend to exercise in favor of the proposal referred to and
according to their best judgment as to any other matters which properly come
before the meeting.
Please vote by filling in the appropriate box(es) below.
FOR AGAINST ABSTAIN
ITEM 1: A proposal to approve an agreement and plan of reorganization providing
for the reorganization of John Hancock Real Estate Fund from a series of [ ] [ ] [ ]
John Hancock Investment Trust into a new series of John Hancock Series
Trust.
037,137