<PAGE> 1
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 Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) filing Proxy Statement, if other than 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)(1) 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.
<PAGE> 2
[ ] 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:
<PAGE> 3
WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
466 Lexington Avenue
New York, New York 10017-3147
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
October 9, 1998
Dear Shareholders:
A special meeting of the shareholders of Warburg, Pincus
Strategic Value Fund, Inc. (the "Fund") will be held on Friday, October
9, 1998 at 3:00 p.m., Eastern Time at the offices of the Fund, 466
Lexington Avenue, New York, New York 10017-3147 (12th Floor), for the
following purposes:
(1) To approve or disapprove the Plan of Dissolution,
Liquidation and Termination of the Fund (the "Plan"), which Plan was
unanimously approved at a meeting of the Board of Directors of the Fund
(the "Board") held on July 20, 1998; and
(2) To transact such other business as may properly come before
the meeting.
The Board has unanimously determined that a complete liquidation is in the
best interests of the Fund and its shareholders. The founding Portfolio Manager
of the Fund, Anthony G. Orphanos, for whom the Fund was created and tailored to
suit his investment style, has left Warburg Pincus Asset Management effective
July 22, 1998. In addition, the Fund has approximately $4,025,698 in net
assets, and the Board has concluded that the continued operation of the Fund at
this size is not economically feasible or in the best interests of the Fund or
its shareholders.
WE STRONGLY URGE YOU TO APPROVE THE PLAN AT THIS TIME. Subject
to receipt of the requisite shareholder approval, shareholders
remaining in the Fund will receive a liquidation distribution, in cash,
on or about October 14, 1998.
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You are entitled to vote at the meeting and any adjournments
thereof if you owned shares of the Fund at the close of business on
September 9, 1998, even if you no longer own Fund shares. If you
attend the meeting, you may vote your shares in person. If you do not
expect to attend the meeting, after reading the enclosed material,
please complete, date, sign and return the enclosed proxy in the
enclosed postage paid envelope.
By Order of the Board of Directors,
Eugene P. Grace
Vice President and Secretary
THE FUND WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS TO A SHAREHOLDER UPON REQUEST. ANY SUCH REQUEST
SHOULD BE DIRECTED TO THE FUND BY CALLING 800 WARBURG (800-927-2874) OR BY
WRITING TO WARBURG, PINCUS STRATEGIC VALUE FUND, INC., 466 LEXINGTON AVENUE,
NEW YORK, NEW YORK 10017-3147.
IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE
ASK THAT YOU MAIL YOUR PROXY PROMPTLY NO MATTER HOW MANY SHARES YOU OWN OR IF
YOU NO LONGER OWN FUND SHARES.
YOUR VOTE IS IMPORTANT.
<PAGE> 5
WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
466 Lexington Avenue
New York, New York 10017-3147
-----------------
PROXY STATEMENT
-----------------
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON
OCTOBER 9, 1998
-----------------------------------------------
This document is a proxy statement for Warburg, Pincus Strategic
Value Fund, Inc. (the "Fund"), an open-end investment company having
two classes of common stock, Common Shares and Advisor Shares. This
proxy statement, which will be mailed to the Fund's shareholders on or
about September 18, 1998, is furnished in connection with the
solicitation of proxies by the Board of Directors of the Fund (the
"Board") to be used at the Fund's Special Meeting of Shareholders and
at any adjournments thereof (the "Meeting"). The Meeting will be held
on Friday, October 9, 1998 at 3:00 p.m., Eastern Time at the offices of
the Fund, 466 Lexington Avenue, New York, New York 10017-3147 (12th
floor), for the purposes set forth in the Fund's Notice of Special
Meeting.
The cost of the Meeting and the solicitation of proxies will be
paid by Warburg Pincus Asset Management, Inc., the Fund's investment
adviser ("Warburg"). The principal solicitation of proxies will be by
the mailing of this proxy statement, but proxies may also be solicited
in person by representatives of the Fund and regular employees of
Warburg or its affiliates. Such representatives and employees will not
receive additional compensation for solicitation activities.
The persons named on the proxy card of the Fund will vote in
accordance with the directions indicated thereon if your proxy card is
received properly executed. If you properly execute your proxy card
and give no voting instruction, your shares will be voted FOR the
proposal set forth herein. Abstentions will be counted as present for
purposes of determining a quorum, but as shares which have not voted.
Broker non-votes (i.e., proxies received from brokers or nominees
indicating that such persons have not received instructions from the
beneficial owner or other persons entitled to vote the shares on a
particular matter with respect to which the broker or nominees do not
have discretionary power) will be treated the same as abstentions.
Abstentions and broker non-votes will not be counted in favor of, but
will have no other effect on, the vote for the Proposal. Proxies may
be revoked at any time
<PAGE> 6
prior to their exercise by execution of a subsequent proxy card, by written
notice to the Secretary of the Fund or by voting in person at the Meeting.
Copies of the Fund's most recent Semi-Annual Report for the six
months ended April 30, 1998, which includes unaudited financial
statements, and the Fund's Annual Report for the year ended October 31,
1997, which includes audited financial statements, have heretofore been
mailed to each of the shareholders of the Fund. THE FUND WILL FURNISH
WITHOUT CHARGE ADDITIONAL COPIES OF ITS SEMI-ANNUAL REPORT AND ANNUAL
REPORT TO ANY SHAREHOLDERS WHO REQUEST THEM BY CALLING 800 WARBURG
(800-927-2874). These reports do not form any part of the proxy
solicitation material.
The affirmative vote of shareholders holding a majority of the
voting securities of the Fund outstanding at the close of business on
September 9, 1998 (the "Record Date"), voting in the aggregate without
regard to class, in person or by proxy, is required for approval of the
liquidation of the assets and dissolution of the Fund pursuant to the
provisions of the Plan of Dissolution, Liquidation and Termination of
the Fund (the "Plan") as set forth in Exhibit A hereto.
At the Meeting, the presence in person or by proxy of
shareholders of the Fund entitled to cast at least one-third of the
votes entitled to be cast, in the aggregate without regard to class,
shall constitute a quorum for the transaction of business. In the
event a quorum is not present, or in the event that a quorum is present
at the Meeting but sufficient votes to approve the proposal are not
received, the persons named as proxies by the Fund may propose one or
more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a
majority of the Fund's shares represented at the Meeting in person or
by proxy.
Shareholders of record at the close of business on the Record
Date are entitled and encouraged to vote at the Meeting, even if they
sold their Fund shares after the Record Date.
Each full share outstanding is entitled to one vote and each fractional
share outstanding is entitled to a proportionate fractional share of one vote.
As of the Record Date, the Fund had outstanding 364,977.201 Common Shares and 0
Advisor Shares. The persons who owned more than 5% of any class of the Fund's
outstanding shares as of the Record Date to the knowledge of the Fund, are set
forth in Exhibit B hereto.
2
<PAGE> 7
PROPOSAL TO LIQUIDATE THE ASSETS
AND DISSOLVE THE FUND PURSUANT
TO THE PROVISIONS OF THE PLAN OF
DISSOLUTION, LIQUIDATION AND TERMINATION
The Liquidation in General
The Fund proposes to liquidate the assets and dissolve the Fund
pursuant to the provisions of the Plan as approved by the Board on July 20,
1998, when the Board determined that an orderly liquidation of the Fund's
assets was in the best interests of the Fund and its shareholders. The Plan
provides for the complete liquidation of all of the assets of the Fund. If
the Plan is approved by the requisite shareholder vote, Warburg will
undertake to liquidate the Fund's assets at market prices and on such terms
and conditions as Warburg shall determine to be reasonable and in the best
interests of the Fund and its shareholders.
In the event the Plan is not approved by the requisite shareholder
vote, the Board will consider what other action should be taken.
Reasons for the Liquidation
The Fund is an open-end, diversified management investment company
organized as a Maryland corporation on November 12, 1996. On December 4,
1996, the Fund changed its name from "Warburg, Pincus Special Equity Fund,
Inc." to "Warburg, Pincus Strategic Value Fund, Inc." As of September 9,
1998, the Fund's net assets were approximately $4,025,698.
At a meeting of the Board held on July 20, 1998, the Board was advised
by Warburg that the continued operation of the Fund was not economically
feasible or in the best interests of the Fund or its shareholders considering
all relevant factors, including, without limitation:
1) The original Portfolio Manager of the Fund, Anthony G. Orphanos,
will no longer serve as Portfolio Manager for the Fund since he
has left Warburg's employ as of July 22, 1998. The Fund was
originally created for Mr. Orphanos and tailored to his
investment style. In addition, it is expected that a significant
portion of Fund shareholders may redeem their interests in the
Fund in light of Mr. Orphanos' departure.
2) The Fund's performance has been augmented by voluntary fee
waivers and expense reimbursements by Warburg and other service
providers which are under no obligation to be continued. The
Fund's returns, both with and without waivers and reimbursements,
may make the Fund unattractive to new investors.
3
<PAGE> 8
3) The Fund has been unable to attain a level of assets that would
enable it to absorb all the expenses of its operations and offer
a competitive return.
Warburg requested that the Board consider the liquidation of the Fund
pursuant to the Plan attached to this Proxy Statement as Exhibit A.
At the July 20, 1998 Board meeting, the Board considered various
alternatives for the Fund including: (i) merging the Fund with an investment
company with a similar investment focus, including a merger with another
Warburg Pincus Fund, and (ii) changing the investment objective and
strategies of the Fund to suit a different management style from Mr. Orphanos
and launching special marketing efforts. Warburg believes that the merger of
the Fund with a similar mutual fund would not be a realistic option because
of the relatively small amount of assets in the Fund, the expenses associated
with a merger and the fact that many Fund shareholders may be reasonably
expected to redeem their interest either before or in connection with the
merger. In addition, Warburg believes that changing the Fund's investment
objective and strategies does not currently present any special marketing
opportunities. Accordingly, Warburg believes that prompt liquidation is in
the best interests of the Fund and its shareholders.
The Board acknowledged that Warburg has voluntarily waived a
significant portion of its advisory fees since it assumed investment advisory
responsibilities with respect to the Fund, and, in addition, Warburg has been
reimbursing a substantial part of the Fund's expenses during the same
period. PFPC Inc., co-administrator for the Fund, has also waived all of its
co-administration fees since the commencement of both Common and Advisor
Share operations on December 31, 1996 and January 9, 1997, respectively. The
Fund's total return for the ten months ended October 31, 1997 for its Common
Share Class was 15.70% (13.70% without waivers) and for its Advisor Share
Class, it was 13.23% (-875.91% without waivers). The Board recognized that
these returns may make the Fund unattractive to new investors and that the
Fund's adviser and co-administrator are under no obligation to continue fee
waivers and expense reimbursements. Based upon Warburg's presentation and
recommendation and other relevant factors, the Board concluded that a
liquidation of the Fund was in the best interests of the Fund and its
shareholders. See "Federal Income Tax Consequences" below.
The Board, including all of the Directors who are not "interested
persons" of the Fund (as that term is defined in the Investment Company Act
of 1940, as amended), then unanimously adopted resolutions approving the
Plan, declaring the proposed liquidation and dissolution advisable and
directing that it be submitted to the shareholders for consideration. In
connection with the proposal, Warburg will bear the costs associated with the
liquidation of the Fund.
4
<PAGE> 9
The liquidation of the assets and termination of the Fund will have the
effect of permitting the Fund's shareholders to invest the distributions to
be received by them upon the Fund's liquidation in investment vehicles of
their own choice. Investors who desire the continued use of a managed
investment such as a mutual fund may obtain prospectuses for other Warburg
Pincus Funds by calling, toll free, 800 WARBURG (800-927-2874).
In the event that the shareholders do not approve the Plan, the Board
will continue to search for other alternatives for the Fund.
Plan of Dissolution, Liquidation and Termination of the Fund
The Plan provides for the complete liquidation of all of the assets of
the Fund. If the Plan is approved, Warburg will undertake to liquidate the
Fund's assets at market prices and on such terms and conditions as Warburg
shall determine to be reasonable and in the best interests of the Fund and
its shareholders.
Liquidation Value
If the Plan is adopted by the Fund's shareholders at the Meeting, as
soon as practicable after the consummation of the sale of all of the Fund's
portfolio securities and the payment of all of the Fund's known liabilities
and obligations, each Fund shareholder will receive a distribution in an
amount equal to the net asset value per share, as determined in accordance
with the registration statement (the "NAV Liquidation Distribution").
Shareholders may also receive previously declared and unpaid dividends and
distributions, together with the NAV Distribution, with respect to each of
the shareholder's shares of the Fund (the "Liquidation Distribution").
Federal Income Tax Consequences
The following summary provides general information with regard to the
federal income tax consequences to shareholders on receipt of the Liquidation
Distribution from the Fund pursuant to the provisions of the Plan. This
summary also discusses the effect of federal income tax provisions on the
Fund resulting from its liquidation and dissolution; however, the Fund has
not sought a ruling from the Internal Revenue Service (the "Service") with
respect to the liquidation of the Fund. This summary is based on the tax
laws and regulations in effect on the date of this proxy statement, all of
which are subject to change by legislative or administrative action, possibly
with retroactive effect.
This summary does not address the particular federal income tax
consequences which may apply to certain shareholders such as trusts, estates,
tax exempt organizations, non-resident aliens or other foreign investors or
shareholders holding their shares through tax-advantaged accounts. This summary
does not address state or
5
<PAGE> 10
local tax consequences. The tax consequences discussed herein may affect
shareholders differently depending on their particular tax situations unrelated
to the Liquidation Distribution, and accordingly, this summary is not a
substitute for careful tax planning on an individual basis. SHAREHOLDERS MAY
WISH TO CONSULT THEIR PERSONAL TAX ADVISERS CONCERNING THEIR PARTICULAR TAX
SITUATIONS AND THE IMPACT THEREON OF RECEIVING THE LIQUIDATION DISTRIBUTION AS
DISCUSSED HEREIN. The receipt of the Liquidation Distribution may result in tax
consequences that are unanticipated by shareholders.
As discussed above, pursuant to the Plan, the Fund will sell its
assets, distribute the proceeds to its shareholders and dissolve. The Fund
anticipates that it will retain its qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the "Code"),
during the liquidation period and, therefore, will not be taxed on any of its
net income from the sale of its assets.
For federal income tax purposes, a shareholder's receipt of the NAV
Liquidation Distribution will be a taxable event in which the shareholder
will be viewed as having sold its shares of the Fund in exchange for an
amount equal to the NAV Liquidation Distribution that it receives. Each
shareholder will recognize gain or loss measured by the difference between
the adjusted tax basis in its shares and the aggregate NAV Liquidation
Distribution received from the Fund. If the shares are held as a capital
asset, the gain or loss will be characterized as a capital gain or loss.
Generally, a capital gain or loss attributable to shares held for more than
one year will constitute a long-term capital gain or loss, while a capital
gain or loss attributable to shares held for not more than one year will
constitute a short-term capital gain or loss.
If a shareholder has failed to furnish a correct taxpayer
identification number or has failed to certify that he or she has provided a
correct taxpayer identification number and that he or she is not subject to
"backup withholding," the shareholder may be subject to a 31% backup
withholding tax with respect to taxable proceeds received as part of the
Liquidation Distribution. An individual's taxpayer identification number is
his or her social security number. Certain shareholders specified in the
Code may be exempt from backup withholding. The backup withholding tax is
not an additional tax and may be credited against a taxpayer's federal income
tax liability.
Liquidation Distribution
At present, the date on which the Fund will be liquidated and on which
the Fund will pay Liquidation Distributions to its shareholders is uncertain,
but it is anticipated that if the Plan is adopted by the shareholders such
liquidation would occur on October 14, 1998 (the "Liquidation Date").
Shareholders holding Fund shares as of the close of business on October 13,
1998 will
6
<PAGE> 11
receive their Liquidation Distribution on the Liquidation Date without any
further action on their part.
The right of a shareholder to redeem his or her shares of the Fund at
any time has not been impaired by the proposal to liquidate the assets and
dissolve the Fund and the adoption of the Plan. Therefore, a shareholder may
redeem shares in accordance with redemption procedures set forth in the
Fund's current Prospectuses and Statement of Additional Information without
the necessity of waiting for the Fund to take any action. The Fund does not
impose any redemption charges.
Conclusion
THE BOARD UNANIMOUSLY RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
PROPOSED LIQUIDATION OF ASSETS AND DISSOLUTION OF THE FUND PURSUANT TO THE
PROVISIONS OF THE PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION.
OTHER MATTERS
The Board does not know of any matters to be presented at the Meeting
other than that set forth in this Proxy Statement. If any other business
should come before the Meeting, the persons named as proxies in the
accompanying proxy will vote thereon in accordance with their best judgment.
* * * * * * * * * * * * *
SHAREHOLDER PROPOSALS
As a general matter, the Fund does not hold annual meetings of
shareholders. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent meeting of shareholders (assuming that the
Fund is not liquidated as proposed) should send their written proposals to
the Secretary of Warburg, Pincus Strategic Value Fund, Inc., 466 Lexington
Avenue, New York, New York 10017-3147. Proposals must be received at a
reasonable time prior to the date of a meeting of shareholders to be
considered for inclusion in the materials for the Fund's meeting. Timely
submission of a proposal does not, however, necessarily mean that such
proposal will be included.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. IF YOU DO NOT EXPECT TO
ATTEND THE MEETING, PLEASE SIGN YOUR PROXY CARD PROMPTLY AND RETURN IT IN THE
ENCLOSED ENVELOPE TO AVOID UNNECESSARY EXPENSE AND DELAY. NO POSTAGE IS
NECESSARY.
7
<PAGE> 12
By Order of the Board of Directors,
Eugene P. Grace
Vice President and Secretary
New York, New York
September 11, 1998
8
<PAGE> 13
EXHIBIT A
PLAN OF DISSOLUTION, LIQUIDATION AND TERMINATION
OF
WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
Warburg, Pincus Strategic Value Fund, Inc., a Maryland corporation (the
"Fund"), shall proceed to a complete liquidation of the Fund according to the
procedures set forth in this Plan of Dissolution, Liquidation and Termination
(the "Plan"). The Plan has been approved by the Board of Directors of the
Fund (the "Board") as being advisable and in the best interests of the Fund
and its shareholders. The Board has directed that this Plan be submitted to
the holders of the outstanding voting shares of the Fund (each a
"Shareholder" and, collectively, the "Shareholders"), voting in the aggregate
without regard to class, for their adoption or rejection at a special meeting
of shareholders and has authorized the distribution of a Proxy Statement (the
"Proxy Statement") in connection with the solicitation of proxies for such
meeting. Upon Shareholder approval of the Plan, the Fund shall voluntarily
dissolve and completely liquidate in accordance with the requirements of the
Maryland General Corporation Law (the "MGCL") and the Internal Revenue Code
of 1986, as amended (the "Code"), as follows:
1. Adoption of Plan. The effective date of the Plan (the
"Effective Date") shall be the date on which the Plan is adopted by the
Shareholders.
2. Liquidation and Distribution of Assets. As soon as
practicable after the Effective Date and by October 14, 1998 (the
"Liquidation Period"), or as soon thereafter as practicable depending on
market conditions and consistent with the terms of this Plan, the Fund and
the Fund's investment adviser, Warburg Pincus Asset Management, Inc.
("Warburg"), shall have the authority to engage in such transactions as may
be appropriate for the Fund's liquidation and dissolution, including, without
limitation, the consummation of the transactions described in the Proxy
Statement.
3. Provisions for Liabilities. The Fund shall pay or
discharge or set aside a reserve fund for, or otherwise provide for the
payment or discharge of, any liabilities and obligations, including, without
limitation, contingent liabilities.
4. Distribution to Shareholders. As soon as practicable
after the Effective Date, the Fund shall liquidate and distribute pro rata on
the date of liquidation (the "Liquidation Date") to its shareholders of
record as of the close of business on October 13, 1998 all of the remaining
assets of the Fund in complete cancellation and redemption of all the
outstanding shares of the Fund, except for cash, bank deposits or cash
equivalents in an estimated amount necessary to (i) discharge any unpaid
liabilities and obligations of the Fund on the Fund's books on the
Liquidation Date, including, but not limited to, income dividends and capital
gains distributions, if any, payable through the Liquidation Date, and (ii)
pay such contingent
<PAGE> 14
liabilities as the Board shall reasonably deem to exist against the assets of
the Fund on the Fund's books.
5. Notice of Liquidation. As soon as practicable after the
Effective Date, the Fund shall mail notice to the appropriate parties that
this Plan has been approved by the Board and the Shareholders and that the
Fund will be liquidating its assets, to the extent such notice is required
under the MGCL.
6. Articles of Dissolution. Subject to shareholder approval,
within the Liquidation Period and pursuant to the MGCL, the Fund shall
prepare and file Articles of Dissolution (the "Articles") with and for
acceptance by the Maryland State Department of Assessments and Taxation.
7. Amendment or Abandonment of Plan. The Board may modify or
amend this Plan at any time without Shareholder approval if it determines
that such action would be advisable and in the best interests of the Fund and
its Shareholders. If any amendment or modification appears necessary and in
the judgment of the Board will materially and adversely affect the interests
of the Shareholders, such an amendment or modification will be submitted to
the Shareholders for approval. In addition, the Board may abandon this Plan
without Shareholder approval at any time prior to the filing of the Articles
if it determines that abandonment would be advisable and in the best
interests of the Fund and its Shareholders.
8. Powers of Board and Officers. The Board and the officers
of the Fund are authorized to approve such changes to the terms of any of the
transactions referred to herein, to interpret any of the provisions of this
Plan, and to make, execute and deliver such other agreements, conveyances,
assignments, transfers, certificates and other documents and take such other
action as the Board and the officers of the Fund deem necessary or desirable
in order to carry out the provisions of this Plan and effect the complete
liquidation and dissolution of the Fund in accordance with the Code and the
MGCL, including, without limitation, filing of a Form N-8F with the
Securities and Exchange Commission, withdrawing any state registrations of
the Fund and/or its shares, withdrawing any qualification to conduct business
in any state in which the Fund is so qualified and the preparation and filing
of any tax returns.
9. Termination of Business Operations. As soon as
practicable upon adoption of this Plan, the Fund shall cease to conduct
business except as shall be necessary in connection with the effectuation of
its liquidation and dissolution.
10. Expenses. The expenses of carrying out the terms of this
Plan shall be borne by Warburg, whether or not the liquidation contemplated
by this Plan is effected.
<PAGE> 15
EXHIBIT B
WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
OWNERS OF MORE THAN
5% OF THE OUTSTANDING SHARES
OF A CLASS OF THE FUND
AS OF SEPTEMBER 9, 1998
<TABLE>
<CAPTION>
PERCENT OF PERCENT OF
ADVISOR SHARES COMMON SHARES
NAME AND ADDRESS OUTSTANDING OUTSTANDING
- ---------------- --------------- -------------
<S> <C> <C>
Charles Schwab & Co. Inc.* 9.15%
Special Custody Account for the
Exclusive Benefit of Customers
Attn: Mutual Funds Dept.
101 Montgomery Street
San Francisco, CA 94104-4122 70.57%
Warburg, Pincus Asset Mgmt.
Attn: Stephen Distler
466 Lexington Avenue, 10th Floor
New York, NY 10017-3140
</TABLE>
- --------
* The Fund believes Charles Schwab & Co., Inc. is not the beneficial owner of
shares held of record by it.
<PAGE> 16
[PROXY CARD]
WARBURG, PINCUS STRATEGIC VALUE FUND, INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
I hereby instruct Eugene P. Grace and Janna Manes, and each of them, with full
power of substitution, to vote the shares of Warburg, Pincus Strategic Value
Fund, Inc. (the "Fund") as to which I am entitled to vote, as shown on the
reverse side, at a Special Meeting of the Shareholders of the Fund (the
"Meeting") to be held on Friday, October 9, 1998 at 3:00 p.m., Eastern Time at
the offices of the Fund, 466 Lexington Avenue, New York, New York 10017 (12th
Floor), and any adjournments thereof, as follows:
I hereby revoke any and all proxies previously given by me with respect to such
shares. I acknowledge receipt of the Proxy Statement dated September 10, 1998.
THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY
WILL BE VOTED "FOR" THE PROPOSAL.
This instruction may be revoked at any time prior to its exercise at the
Meeting by execution of a subsequent proxy card, by written notice to the
Secretary of the Fund or by voting in person at the Meeting.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD
PROMPTLY IN THE ENCLOSED ENVELOPE.
Signature should be exactly as the name or names appear(s) on this proxy card.
If the individual signing the proxy card is a fiduciary (e.g., attorney,
executor, trustee, guardian, etc.), the individual's signature must be
followed by his full title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------ ------------------------
- ------------------------ ------------------------
- ------------------------ ------------------------
<PAGE> 17
[REVERSE SIDE]
[x] PLEASE MARK VOTES
AS IN THIS EXAMPLE
.
VOTE THIS PROXY CARD
TODAY!
YOUR PROMPT RESPONSE WILL
SAVE
THE EXPENSE OF ADDITIONAL THE BOARD OF DIRECTORS OF THE FUND UNANIMOUSLY
MAILINGS RECOMMENDS A VOTE FOR THE PROPOSAL.
<TABLE>
<S> <C>
This proxy, if
properly executed,
will be voted in
this manner directed
by the undersigned
shareholder.
IF NO DIRECTION IS For Against Abstain
MADE, THIS PROXY WILL 1) Proposal to liquidate and dissolve the [] [] []
BE VOTED "FOR" Fund pursuant to the provisions of
APPROVAL OF THE the Plan of Dissolution, Liquidation
PROPOSAL. and Termination.
2) The transaction of such other business as may
properly come before the Meeting or any
adjournments thereof.
RECORD DATE SHARES:
Please be sure to sign Mark box at right if comments or address change
and date this Proxy. Date have been noted on the reverse side. []
Shareholder sign here Co-owner sign here:
- ------------------- -------------------
</TABLE>
DETACH CARD
