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SUPPLEMENT TO PROSPECTUS OF WARBURG, PINCUS
POST-VENTURE CAPITAL FUND, INC. DATED
FEBRUARY 16, 1999, AS REVISED JULY 6, 1999
SUPPLEMENT TO PROSPECTUS/PROXY STATEMENT
OF
WARBURG, PINCUS POST-VENTURE CAPITAL FUND, INC.
DATED DECEMBER 10, 1999
The following supplements the information in the Prospectus of the Warburg,
Pincus Post-Venture Capital Fund, Inc. (the "Fund"). The following also
supplements the information in the Prospectus/Proxy Statement regarding the
acquisition (the "Acquisition") of the assets of the Fund by Warburg, Pincus
Global Post-Venture Capital Fund, Inc. (the "Global Post-Venture Capital Fund")
to be voted on at a Special Meeting of Shareholders of the Fund (the "Special
Meeting"). This Supplement is being sent to (1) shareholders of the Fund on
November 16, 1999 (the "Record Date") who therefore are eligible to vote at the
Special Meeting, and (2) shareholders who first purchased shares of the Fund
after the Record Date and who therefore are ineligible to vote at the Special
Meeting.
In order for the Acquisition to qualify as a tax-free reorganization under
the Internal Revenue Code of 1986, as amended, the Board of Directors of the
Fund has declared a dividend equal to substantially all of (1) the Fund's net
investment company taxable income for the period January 1, 2000 to and
including the closing date of the Acquisition (the "Closing Date") plus (2) the
Fund's net capital gains realized for the period from November 1, 1999 to and
including the Closing Date. Because of recent realized gains, it is expected
that this taxable dividend will be greater than was originally anticipated as of
the date of the Prospectus/Proxy Statement. As of the date of this Supplement,
the Fund has approximately $2.02 per share of net investment company taxable
income and net short-term capital gains (which would be taxable at ordinary
income rates) and $1.71 per share of net long-term capital gains (which would be
taxable at a maximum 20% capital gains rate). The actual dividend paid by the
Fund may be higher or lower than these amounts based on transactions between the
date of this Supplement and the Closing Date. If shareholders approve the
Acquisition, the dividend will be paid on February 23, 2000 to shareholders of
record on February 22, 2000. Shareholders of the Fund who receive Global
Post-Venture Capital Fund shares pursuant to the Acquisition will recognize no
gain or loss upon receipt of those shares.
The Closing Date, originally scheduled for January 28, 2000, has been moved
to February 25, 2000, and the Special Meeting, originally scheduled for January
27, 2000, has been moved to February 24, 2000.
Even though shareholders who do not hold their shares in a tax deferred
account will receive a taxable distribution in connection with the Acquisition,
the primary motivation for the Acquisition remains unaffected. The Board of
Directors of the Fund continues to believe that the Acquisition is in the best
interests of the Fund and its shareholders, and recommends that shareholders
approve the Acquisition.
FOR SHAREHOLDERS ELIGIBLE TO VOTE AT THE SPECIAL MEETING:
If you have previously voted your proxy in connection with the Acquisition
and wish to change your voting instructions, you may do so by fax, telephone or
through the Internet by following the instructions in the Notice of Special
Meeting of Shareholders (page iii of the proxy materials previously sent to
you). You can also change your vote by signing and mailing a new proxy card,
which is available upon request by calling 1-800-207-3158. If you do not wish to
change your vote, you do not need to do anything.
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For more information, contact D.F. King & Co., Inc., the Fund's information
agent, at 1-800-207-3158.
Dated: February 3, 2000 16-0200 for WPUSS ADSAP
Please see the reverse side of this Supplement for additional information.
-2-
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Q&A: QUESTIONS AND ANSWERS
Q. Fund shareholders eligible to vote at the Special Meeting were sent a
Prospectus/Proxy Statement in December 1999. Why are Fund shareholders
being sent additional material?
A. Shareholders are receiving additional material to inform them of the
expected tax effects of the dividend distribution in connection with the
Acquisition.
Q. What are the expected tax effects of the Acquisition distribution as of
now?
A. If the Acquisition is approved, the Fund will be required to distribute its
net investment income and net realized short-term and long-term capital
gains. If the Acquisition distribution were determined as of the date of
this Supplement, the distribution would be approximately $3.73 for each
Fund share. The amount of the actual distribution per share may be higher
or lower, perhaps substantially, than this amount based on transactions
between the date of this Supplement and the Closing Date, which has been
rescheduled for February 25, 2000.
Q. How will the Acquisition distribution affect me? Should I sell my Fund
shares?
A. If you hold your shares in an IRA or other tax deferred account, the
distribution will not affect your tax liabilities. Otherwise, taxes owed on
the distribution are not payable until such time as you ordinarily pay your
taxes. You should consult with your tax advisor concerning your individual
situation. Selling your shares will also have tax consequences. Depending
on the price you paid for your shares, any capital gains generated when you
sell your shares may exceed the Acquisition distribution. You could end up
owing more in taxes by selling now than by remaining a shareholder.
Q. In light of the expected Acquisition distribution, is the Acquisition still
a good idea?
A. Yes. The reasons for the Acquisition remain unchanged. Credit Suisse Asset
Management, LLC ("CSAM"), the Fund's investment adviser, believes that
merging with the Global Post-Venture Capital Fund will allow the Fund to
take greater advantage of investment opportunities throughout the world.
Other potential advantages are described on page 9 of the Prospectus/Proxy
Statement
FOR SHAREHOLDERS ELIGIBLE TO VOTE AT THE SPECIAL MEETING:
Q. How does the Board of Directors of the Fund recommend that I vote?
A. After careful consideration, the Board of Directors of the Fund, including
those who are not affiliated with the Fund or CSAM, recommends that you
vote in favor of Acquisition proposal. (Please refer to the first page of
this Supplement for additional voting information.)
Q. Where can I get more information?
A. For more information, contact D.F. King & Co., Inc., the Fund's information
agent, at 1-800-207-3158.
