DEFA14A 1 0001.txt KAUFMANN FUND 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) ___ Definitive Proxy Statement ___ Definitive Additional Materials x Soliciting Material Pursuant to section.240.14a-12 ___ THE KAUFMANN 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): X No fee required. -- ___ 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 or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): -------------------------------------------------------------------- 4) Proposed maximum aggregate value of transaction: -------------------------------------------------------------------- 5) Total fee paid: -------------------------------------------------------------------- ___ Fee paid previously with preliminary materials. ___ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid:_______________________________________ 2) Form, Schedule or Registration Statement No.:_________________ 3) Filing Party:_________________________________________________ 4) Date Filed:___________________________________________________ FREQUENTLY ASKED QUESTIONS OCTOBER 20, 2000 o WHY IS KAUFMANN DOING THIS DEAL? Hans and Larry were looking to partner with a family of funds like Federated, which has strong intermediary distribution. In doing so, they are better positioned to focus their resources and energies on continuing the strong performance that Kaufmann Fund shareholders have enjoyed. o HOW WILL EXISTING KAUFMANN SHAREHOLDERS BE AFFECTED BY THE PROPOSED ACQUISITION? Federated will make every effort to make the reorganization a seamless transaction for the shareholders. Hans and Larry run the fund, their team remains in place and we're confident that strong history of performance will continue. That means little changes. o HOW WILL THE SHARES CONVERT? Each shareholder's financial interest and number of shares will remain the same at the moment of conversion. o WILL SHAREHOLDERS INCUR ANY TAX IMPLICATIONS AS A RESULT OF THE REORGANIZATION? This will be a tax-free event for the Fund shareholders. Shareholders will not have to pay capital gains or take capital losses on Kaufmann shares due to this reorganization unless the shareholder liquidates. Each shareholder's cost basis will also remain the same. Shareholders will, of course, be responsible for the tax obligation of the dividends and capital gain distributions they will receive. Of course, the tax status of any and all retirement accounts will not be affected at all. o WHEN DO YOU EXPECT THE SHAREHOLDER VOTE ON APPROVAL OF THE REORGANIZATION TO TAKE PLACE? Sometime in the first quarter of 2001. o WHERE CAN I FIND MORE INFORMATION ON FEDERATED INVESTORS? Federated Investors web site: http://www.federatedinvestors.com.