-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IoytJiIuP7RBEolWzaf9ytYh6n8/zT6F9tRtqGn9AWM9JGg4OTtC5r10WKF3sMO4 sYemvKFh9pTjliJOIUCI2Q== /in/edgar/work/0001082416-00-000101/0001082416-00-000101.txt : 20001024 0001082416-00-000101.hdr.sgml : 20001024 ACCESSION NUMBER: 0001082416-00-000101 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001023 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KAUFMANN FUND INC CENTRAL INDEX KEY: 0000054771 STANDARD INDUSTRIAL CLASSIFICATION: [ ] IRS NUMBER: 132605091 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 811-01586 FILM NUMBER: 744351 BUSINESS ADDRESS: STREET 1: 140 E 45TH ST 43RD FL STREET 2: STE 2624 CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2129220123 MAIL ADDRESS: STREET 1: 140 EAST 45TH ST STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 FORMER COMPANY: FORMER CONFORMED NAME: PAW GROWTH FUND INC DATE OF NAME CHANGE: 19701022 FORMER COMPANY: FORMER CONFORMED NAME: PHILIPS APPEL & WALDEN FUND INC DATE OF NAME CHANGE: 19680711 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. -----END PRIVACY-ENHANCED MESSAGE-----