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 GLOBAL FIXED INCOME FUND, INC.
(Name of Registrant as Specified In Its Charter)
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(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.
[ ] 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:
WARBURG PINCUS FUNDS
466 Lexington Avenue
New York, NY 10017
April 8, 1999
Dear Shareholder:
On February 15, 1999 the parent companies of Warburg Pincus Asset
Management, Inc. ("Warburg") entered into an agreement with Credit Suisse Group
("Credit Suisse") pursuant to which Credit Suisse will acquire Warburg.
Following such acquisition, Credit Suisse intends to combine Warburg with its
existing U.S. asset management business.
As a result of the acquisition, the governing Boards of the Warburg
Pincus Funds advised by Warburg are being changed to conform to applicable
regulatory requirements. You are being asked to elect new Directors to the Board
of your Fund, which is advised by Credit Suisse Asset Management ("CSAM"), so
that, for ease of operation, all Warburg Pincus Funds will have identical
governing Boards. You are also being asked to ratify the selection of
PricewaterhouseCoopers LLP as your Fund's independent accountants. THE BOARD
MEMBERS OF YOUR FUND BELIEVE THAT EACH OF THE PROPOSALS SET FORTH IN THE NOTICE
OF MEETING FOR YOUR FUND IS IMPORTANT AND RECOMMEND THAT YOU READ THE ENCLOSED
MATERIALS CAREFULLY AND THEN VOTE FOR BOTH PROPOSALS.
Since all of the Funds are conducting shareholder meetings, if you own
shares of more than one Fund, you will receive more than one proxy card. Please
sign and return each proxy card you receive.
Your vote is important. PLEASE TAKE A MOMENT NOW TO VOTE, EITHER BY
COMPLETING AND RETURNING YOUR PROXY CARD(S) IN THE ENCLOSED POSTAGE-PAID RETURN
ENVELOPE, BY TELEPHONE OR THROUGH THE INTERNET. You may receive a telephone call
from our proxy solicitor, D.F. King & Co., Inc., or from employees of Warburg or
CSAM reminding you to vote your shares.
Respectfully,
/s/Eugene L. Podsiadlo
Eugene L. Podsiadlo
President
SHAREHOLDERS ARE URGED TO VOTE BY COMPLETING AND RETURNING THE PROXY CARD, BY
TELEPHONE OR THROUGH THE INTERNET TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE
IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR SHAREHOLDINGS.
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WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
NOTICE OF SPECIAL MEETINGS OF SHAREHOLDERS
Please take notice that Special Meetings of Shareholders (each a
"Special Meeting") of each Warburg Pincus Fund listed above (each a "Fund" and,
collectively, the "Funds") will be held jointly at the offices of Warburg Pincus
Asset Management, Inc., 466 Lexington Avenue, 12th Floor, New York, NY 10017, on
May 21, 1999 at 4:00 p.m., Eastern time, for the following purposes:
(1) To elect Directors of the Funds; and
(2) To ratify or reject the selection of PricewaterhouseCoopers LLP
as the independent accountants for each of the Funds for each
Fund's current fiscal year.
The appointed proxies, in their discretion, will vote on any other
business as may properly come before the Special Meeting or any adjournments
thereof.
Holders of record of shares of each Fund at the close of business on the
relevant record date are entitled to vote at the Special Meeting and at any
adjournments thereof. The record date for Warburg Pincus Long-Short Market
Neutral Fund and Warburg Pincus Long-Short Equity Fund is April 5, 1999, and the
record date for each other Fund is March 25, 1999.
As a convenience to shareholders, you can now vote in any one of four
ways:
o By mail, with the enclosed proxy card(s);
o By telephone, with a toll-free call to the telephone number that
appears on your proxy card or, if no toll-free telephone number
appears on your proxy card, to D.F. King & Co., Inc., the Funds'
proxy solicitor, at 1-800-848-3409;
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o Through the Internet, by using the Internet address located on
your proxy card and following the instructions on
the site; or
o In person at the meeting.
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal is not obtained at the Special
Meeting with respect to one or more Funds, the persons named as proxies may
propose one or more adjournments of the Special Meeting in accordance with
applicable law, to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the concerned
Fund's shares present in person or by proxy at the Special Meeting. The persons
named as proxies will vote in favor of such adjournment those proxies which they
are entitled to vote in favor and will vote against any such adjournment those
proxies to be voted against that proposal.
We encourage you to vote by completing and returning your proxy card(s),
by telephone or through the Internet. These voting methods will reduce the time
and costs associated with the proxy solicitation. Whichever method you choose,
please read the full text of the proxy statement before you vote.
By order of the governing Boards,
/s/Janna Manes
Janna Manes
Secretary
April 8, 1999
IMPORTANT--IN ORDER TO AVOID THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS
TO ENSURE A QUORUM AT THE SPECIAL MEETINGS, WE ASK THAT YOU VOTE YOUR SHARES
PROMPTLY.
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WARBURG PINCUS FUNDS
Warburg Pincus Central & Eastern Europe Fund
Warburg Pincus Emerging Markets II Fund
Warburg Pincus European Equity Fund
Warburg Pincus Global Telecommunications Fund
Warburg Pincus High Yield Fund
Warburg Pincus International Growth Fund
Warburg Pincus Long-Short Equity Fund
Warburg Pincus Long-Short Market Neutral Fund
Warburg Pincus Municipal Bond Fund
Warburg Pincus Select Economic Value Equity Fund
Warburg Pincus Strategic Global Fixed Income Fund
Warburg Pincus U.S. Core Equity Fund
Warburg Pincus U.S. Core Fixed Income Fund
466 Lexington Avenue
New York, NY 10017
JOINT PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board"), of each of the Warburg Pincus
Funds listed above (each a "Fund" and, collectively, the "Funds") for use at the
Special Meetings of Shareholders of each Fund, to be held jointly at the offices
of Warburg Pincus Asset Management, Inc., 466 Lexington Avenue, 12th Floor, New
York, NY 10017, on May 21, 1999 at 4:00 p.m., Eastern time, and at any and all
adjournments thereof (the "Special Meeting").
This Proxy Statement, the Notice of Special Meetings and the proxy cards
are first being mailed to shareholders on or about April 8, 1999 or as soon as
practicable thereafter. Any shareholder giving a proxy has the power to revoke
it on the Internet, by telephone, by mail (addressed to Janna Manes, Secretary
of the Funds, c/o Warburg Pincus Asset Management, Inc., 466 Lexington Avenue,
New York, NY 10017), in person at the Special Meeting, by executing a
superseding proxy or by submitting a notice of revocation. All properly executed
proxies received in time for the Special Meeting will be voted as specified in
the proxy or, if no specification is made, in favor of each proposal referred to
in the Proxy Statement.
The presence at any Special Meeting, in person or by proxy, of the
holders of one-third of the shares entitled to be cast of a Fund shall be
necessary and sufficient to constitute a quorum for the transaction of business.
In the event that the necessary quorum to transact business or the vote required
to approve or reject any proposal is not obtained at the Special Meeting with
respect to one or more Funds, the persons named as proxies may propose one or
more adjournments of the Special Meeting in accordance with applicable law to
permit further
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solicitation of proxies with respect to any proposal which did not
receive the vote necessary for its passage or to obtain a quorum. With respect
to a proposal for which there is represented a sufficient number of votes in
favor, actions taken at the Special Meeting will be effective irrespective of
any adjournments with respect to the other proposal. Any such adjournment will
require the affirmative vote of the holders of a majority of the concerned
Fund's shares present in person or by proxy at the Special Meeting. The persons
named as proxies will vote in favor of such adjournment those proxies which they
are entitled to vote in favor for that proposal and will vote against any such
adjournment those proxies to be voted against that proposal. For purposes of
determining the presence of a quorum for transacting business at the Special
Meeting, abstentions and broker "non-votes" will be treated as shares that are
present but which have not been voted. Broker non-votes are proxies received
from brokers or nominees when the broker or nominee has neither received
instructions from the beneficial owner or other persons entitled to vote nor has
discretionary power to vote on a particular matter. Accordingly, shareholders
are urged to forward their voting instructions promptly.
Approval of Proposal 1 by a Fund requires the affirmative vote of a
plurality of the shares of that Fund voting at the Special Meeting. Approval of
Proposal 2 by a Fund requires the affirmative vote of a majority of the shares
of that Fund voting at the Special Meeting. Abstentions and broker non-votes
will not be counted in favor of, but will have no other effect on, the vote for
Proposals 1 and 2.
Holders of record of the shares of common stock of each Fund at the
close of business on March 25, 1999 (or April 5, 1999 in the case of Warburg
Pincus Long-Short Market Neutral Fund and Warburg Pincus Long-Short Equity Fund)
(the "Record Date"), as to any matter on which they are entitled to vote, will
be entitled to one vote per share on all business of the Special Meeting. The
table below sets forth the number of shares outstanding for each Fund as of its
Record Date.
NUMBER OF SHARES
OUTSTANDING
NAME OF THE FUND AS OF RECORD DATE
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Warburg Pincus Central & Eastern Europe Fund 10,000
Warburg Pincus Emerging Markets II Fund 1,584,994
Warburg Pincus European Equity Fund 2,809,066
Warburg Pincus Global Telecommunications Fund 318,117
Warburg Pincus High Yield Fund 9,130,414
Warburg Pincus International Growth Fund 32,494,977
Warburg Pincus Long-Short Equity Fund 567,548
Warburg Pincus Long-Short Market Neutral Fund 1,726,404
Warburg Pincus Municipal Bond Fund 1,618,560
Warburg Pincus Select Economic Value Equity Fund 1,917,903
Warburg Pincus Strategic Global Fixed Income Fund 1,856,849
Warburg Pincus U.S. Core Equity Fund 3,723,205
Warburg Pincus U.S. Core Fixed Income Fund 24,110,221
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Annex I attached hereto sets forth information as of the relevant Record
Date regarding the persons known by each Fund to beneficially own more than 5%
of the outstanding shares of such Fund.
Each Fund provides periodic reports to all of its shareholders which
highlight relevant information, including investment results and a review of
portfolio changes. You may receive an additional copy of the most recent annual
report for each Fund and a copy of any more recent semiannual report, without
charge, by calling 800-WARBURG (800-927-2874) or by writing to Warburg Pincus
Funds, P.O. Box 9030, Boston, MA 02205-9030 or by calling your CSAM client
service officer at 800-275-4232.
RECENT DEVELOPMENTS
On February 15, 1999, the parent companies of Warburg entered into a
Merger Agreement and Plan of Reorganization (the "Merger Agreement") with Credit
Suisse Group ("Credit Suisse"), the ultimate parent entity of Credit Suisse
Asset Management ("CSAM"), each Fund's investment adviser. Under the terms of
the Merger Agreement, Credit Suisse will acquire the direct parent company of
Warburg (the "Acquisition"). Upon consummation of the Acquisition, Credit Suisse
intends to combine Warburg with Credit Suisse's existing U.S. asset management
business (the "Reorganization"), and such combined businesses are expected to be
conducted by a single direct or indirect wholly-owned U.S. subsidiary of Credit
Suisse, which would be organized as a limited liability company or a corporation
and will operate under the name "Credit Suisse Asset Management".
Under the Merger Agreement, Credit Suisse will pay up to $650 million to
Warburg, Pincus Counsellors G.P. ("Counsellors") for Warburg in a combination of
cash and Credit Suisse common stock, which includes an initial $450 million
payable at closing and additional contingent consideration of up to $200 million
payable over three years. Counsellors, 70% of which is owned by Warburg, Pincus
& Co. and 30% of which is owned by certain employees of Warburg, is the indirect
owner of Warburg.
The Acquisition is subject to a number of conditions and is expected to
close in mid-1999, although there is no assurance that it will be consummated.
The Merger Agreement provides that, as of the closing of the Acquisition, the
Board of each investment company sponsored by the parent company of Warburg or
one of its subsidiaries shall be composed of eight Directors consisting of one
Director selected by Counsellors who is an officer of the parent company of
Warburg (who shall be the Vice-Chairman of the Board of such fund), one Director
selected by Credit Suisse who is an officer of Credit Suisse or one of its
subsidiaries (who shall be Chairman of the Board of such fund) and six Directors
who are not "interested persons" of Counsellors, Credit Suisse or Warburg, or
their respective affiliates within the meaning of the Investment Company Act of
1940, as amended (the "1940 Act").
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In addition to acquiring Warburg, Credit Suisse also has agreed to
acquire an interest in the private equity business of Warburg, Pincus & Co., the
current ultimate parent company of Warburg. Credit Suisse has agreed to purchase
a 19.9% passive minority stake in Warburg, Pincus & Co.'s private equity
business (the "Private Equity Investment"). Warburg, Pincus & Co. manages over
$7 billion in private equity investments, with an additional $5 billion of
committed capital available for investment.
Each of Messrs. John L. Furth and Arnold M. Reichman, current Directors
of the Funds (Mr. Reichman also being a nominee for Director of the Funds), is a
partner of Counsellors and of Warburg, Pincus & Co., the current ultimate parent
company of Warburg, and will share in the purchase prices received by
Counsellors and Warburg, Pincus & Co. from Credit Suisse in connection with the
Acquisition and the Private Equity Investment, respectively.
PROPOSAL 1: ELECTION OF DIRECTORS FOR EACH FUND
At the Special Meeting, eight (8) Directors are to be elected who will
constitute the Board of each Fund. For election of Directors at the Special
Meeting, each Fund's Board has approved the nomination of the following
individuals: William W. Priest, Arnold M. Reichman, Richard H. Francis, Jack W.
Fritz, Jeffrey E. Garten, James S. Pasman, Jr., Steven N. Rappaport and
Alexander B. Trowbridge. The election of Messrs. Priest, Francis, Pasman and
Rappaport to a Fund's Board will take effect only upon the closing of the
Acquisition; the election of Messrs. Reichman, Fritz, Garten and Trowbridge will
be immediately effective in any event as they currently are members of each
Board. Effective upon the closing of the Acquisition, each of Richard N. Cooper
and John L. Furth will resign as Directors of each Fund.
The persons named as proxies on the enclosed proxy card will vote for
the election of the nominees named above unless authority to vote for any or all
of the nominees is withheld in the proxy. Each Director so elected will serve as
a Director of the respective Fund until the next meeting of shareholders, if
any, called for the purpose of electing Directors and until the election and
qualification of a successor or until such Director sooner resigns, dies or is
removed as provided in the organizational documents of each Fund.
Each of the nominees has indicated that he is willing to serve as a
Director. If any or all of the nominees should become unavailable for election
due to events not now known or anticipated, the persons named as proxies will
vote for such other nominee or nominees as the Directors may recommend.
The following table sets forth certain information concerning the
current Directors and the nominees. Unless otherwise noted, each of the
Directors and nominees has engaged in the principal occupation listed in the
following table for more than five years, but not necessarily in the same
capacity.
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NOMINEES
PRESENT OFFICE WITH THE FUNDS
(DATE NOMINEE BECAME DIRECTOR),
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND
NAME (AGE) DIRECTORSHIPS
- ------------------- -----------------------------------------------
William W. Priest* (56) Nominee for Director of the Funds;
c/o Credit Suisse Asset Chairman-Management Committee, Chief
Management Executive Officer and Managing Director of
153 East 53rd Street CSAM (U.S.) since 1990; Director of TIG
New York, NY 10022 Holdings, Inc.; Director of other investment
companies advised by CSAM.
Arnold M. Reichman *+ (50) Director of the Funds since July 20, 1998;
c/o Warburg Pincus Asset Managing Director and Chief Operating
Management, Inc. Officer of Warburg; Associated with
466 Lexington Avenue Warburg since 1984; Director of The RBB
New York, NY 10017-3147 Fund, Inc. since July 1991; Officer of
Counsellors Securities and other companies
affiliated with Warburg.
Richard H. Francis (65) Nominee for Director of the Funds; Currently
40 Grosvenor Road retired; Executive Vice President and Chief
Short Hills, NJ 07078 Financial Officer of Pan Am Corporation and
Pan American World Airways, Inc. from 1988
to 1991; Director of other investment companies
advised by CSAM; Director of The Infinity
Mutual Funds, BISYS Group Incorporated.
Jack W. Fritz (71) Director of the Funds since July 20, 1998;
2425 North Fish Creek Road Private investor; Consultant and Director of
P.O. Box 483 Fritz Broadcasting, Inc. and Fritz Commu-
Wilson, WY 83014 nications; Director of Advo, Inc.; Director/
Trustee of other investment companies in the
Warburg Pincus family of funds.
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* Nominees considered by the Funds and their counsel to be "interested
persons" (as defined in the 1940 Act) of the Funds or of their investment
adviser because of their employment by Warburg or CSAM.
+ Mr. Reichman, as a partner of Counsellors and of Warburg, Pincus & Co., the
current ultimate parent company of Warburg, will share in the purchase
prices received by Counsellors and Warburg, Pincus & Co. from Credit Suisse
in connection with the Acquisition and the Private Equity Investment,
respectively.
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<PAGE>
PRESENT OFFICE WITH THE FUNDS
(DATE NOMINEE BECAME DIRECTOR),
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND
NAME (AGE) DIRECTORSHIPS
- ------------------- -----------------------------------------------
Jeffrey E. Garten (52) Director of the Funds since July 20, 1998;
Box 208200 Dean of Yale School of Management and
New Haven, CT 06520-8200 William S. Beinecke Professor in the Practice
of International Trade and Finance; Under-
secretary of Commerce for International
Trade from November 1993 to October 1995;
Director/ Trustee of other investment
companies in the Warburg Pincus family of
funds.
James S. Pasman, Jr. (68) Nominee for Director of the Funds; Currently
29 The Trillium retired; President and Chief Operating Officer
Pittsburgh, PA 15238 of National InterGroup, Inc. from April 1989
to March 1991; Chairman of Permian Oil Co.
from April 1989 to March 1991; Director of
other investment companies advised by CSAM;
Director of Education Management Corp., Tyco
International Ltd.; Trustee of BT Insurance
Funds Trust.
Steven N. Rappaport (49) Nominee for Director of the Funds; President
c/o Loanet, Inc. of Loanet, Inc. since 1997; Executive Vice
153 East 53rd Street, President of Loanet, Inc. from 1994 to 1997;
Suite 5500 Director, President, North American
New York, NY 10022 Operations, and former Executive Vice
President from 1992 to 1993 of Worldwide
Operations of Metallurg Inc.; Executive Vice
President, Telerate, Inc. from 1987 to 1992;
Partner in the law firm of Hartman & Craven
until 1987; Director of other investment
companies advised by CSAM.
Alexander B.Trowbridge (69) Director of the Funds since July 20, 1998;
1317 F Street, N.W., Currently retired; President of Trowbridge
5th Floor Partners, Inc. from January 1990 to November
Washington, DC 20004 1996; Director or Trustee of New England Life
Insurance Co., ICOS Corporation, The Rouse
Company, Harris Corp., The Gillette Co.,
Sunoco, Inc. and IRI International, Inc.;
Director/Trustee of other investment
companies in the Warburg Pincus family of
funds.
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<PAGE>
CURRENT DIRECTORS NOT STANDING FOR RE-ELECTION:
PRESENT OFFICE WITH THE FUNDS
(DATE PERSON BECAME DIRECTOR),
PRINCIPAL OCCUPATION OR
EMPLOYMENT AND
NAME (AGE) DIRECTORSHIPS
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Richard N. Cooper* (64) Director of the Funds since July 20, 1998;
c/o Harvard University Professor at Harvard University; National
1737 Cambridge Street Intelligence Council from June 1995 until
Cambridge, MA 02777-7138 January 1997; Director or Trustee of
CircuitCity Stores, Inc. (retail electronics
and appliances) and Phoenix Home Mutual Life
Insurance Company; Director/Trustee of other
investment companies in the Warburg Pincus
family of funds.
John L. Furth*+ (68) Director of the Funds since July 20, 1998;
c/o Warburg Pincus Asset Chairman of the Board of the Funds and
Management, Inc. Warburg and Managing Director of Warburg;
466 Lexington Avenue Associated with Warburg since 1970; Director
New York, NY 10017-3147 of other companies affiliated with Warburg;
Chairman of the Board of Directors/Trustees
of other investment companies in the Warburg
Pincus family of funds.
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* Directors considered by the Funds and their counsel to be "interested
persons" (as defined in the 1940 Act) of the Funds or of their investment
adviser. Mr. Furth is considered an "interested person" because of his
employment by Warburg. Mr. Cooper is considered an "interested person"
because he provides economic consulting services to a controlling person of
Warburg.
+ Mr. Furth, as a partner of Counsellors and of Warburg, Pincus & Co., the
current ultimate parent company of Warburg, will share in the purchase
prices received by Counsellors and Warburg, Pincus & Co. from Credit Suisse
in connection with the Acquisition and the Private Equity Investment,
respectively.
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The table below sets forth the number of shares of each Fund owned
directly or beneficially by the nominees to and Directors of the relevant Board
as of the relevant Record Date. Nominees or Directors who do not own any Shares
have been omitted from the table.
Funds which are not owned by any nominees or Directors also have been omitted
from the table.
ALL CURRENT
DIRECTORS
AND
EXECUTIVE
NAME OF SHARES OFFICERS
FUND NAME DIRECTOR/NOMINEE HELD(1) AS A GROUP
- ---------------------- ----------------------- ------------- -----------
Warburg Pincus Global William W. Priest 1,936 *
Telecommunications
Fund
Warburg Pincus Long- William W. Priest 719 *
Short Equity Fund
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(1) The information as to beneficial ownership is based on statements
furnished to the Funds by each Director and nominee. For purposes of this
table, beneficial ownership is based on sole voting and investment power.
* Less than 1%.
The table below sets forth the aggregate number of shares, and
percentage of the outstanding shares, of certain Funds owned by certain accounts
as of the Record Date for which CSAM acts as investment adviser. CSAM and the
relevant Fund's portfolio manager may be deemed to be a beneficial owner of such
shares but disclaim any beneficial ownership in such shares.
Percentage
of Shares
Outstanding
Number of Shares as of
Name of Fund as of Record Date Record Date
- ------------- ---------------- -------------
Warburg Pincus Emerging Markets II 1,344,774 84.84%
Fund
Warburg Pincus High Yield Fund 6,537,733 71.60%
Warburg Pincus International 30,389,269 93.52%
Growth Fund
Warburg Pincus Long-Short Market 212,704 12.32%
Neutral Fund
Warburg Pincus Municipal Bond Fund 1,604,292 99.12%
Warburg Pincus Select Economic Value 1,917,485 99.98%
Equity Fund
Warburg Pincus Strategic Global Fixed 1,851,809 99.73%
Income Fund
Warburg Pincus U.S. Core Equity Fund 3,436,163 92.29%
Warburg Pincus U.S. Core Fixed Income 23,693,545 98.27%
Fund
To the best of each Fund's knowledge, as of the relevant Record Date, no
person owned beneficially more than 5% of any Fund's outstanding shares except
as stated above or in Annex I.
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RESPONSIBILITIES OF THE BOARD -- BOARD AND COMMITTEE MEETINGS
The Board of Directors of each Fund is responsible for the general
oversight of Fund business. A majority of the Board's members are not affiliated
with Warburg or CSAM. These Non-interested Directors have primary responsibility
for assuring that each Fund is managed in a manner consistent with the best
interests of its shareholders.
Each Board meets in person at least quarterly to review the investment
performance of the Funds and other operational matters, including policies and
procedures designed to assure compliance with various regulatory requirements.
At least annually, the Non-interested Directors review the fees paid to CSAM for
investment advisory services and to affiliates of Warburg for administrative and
distribution services.
The Board of each Fund has both an Audit Committee and a Nominating
Committee, the responsibilities of which are described below.
AUDIT COMMITTEE
The Board of each Fund has an Audit Committee consisting of all the
Non-interested Directors. The Audit Committee reviews with management and the
independent accountants for each Fund, among other things, the scope of the
audit and the internal controls for each Fund and its agents, reviews and
approves in advance the type of services to be rendered by independent
accountants, recommends the selection of independent accountants for each Fund
to the Board and, in general, considers and reports to the Board on matters
regarding each Fund's accounting and bookkeeping practices.
NOMINATING COMMITTEE
The Board of each Fund has a Nominating Committee consisting of all the
Non-interested Directors. The Committee is charged with the duty of making all
nominations of Non-interested Directors and consideration of other related
matters. Shareholders' recommendations as to nominees received by Fund
management would be referred to the Committee for its consideration and action.
The Funds did not commence operations until October 26, 1998 and held
only one Board meeting during the fiscal period ended August 31, 1998, which was
held on July 20, 1998 and attended by each incumbent Director. No meetings of
the Audit Committee or Nominating Committee were held through the end of each
Fund's first fiscal period ended August 31, 1998.
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EXECUTIVE OFFICERS
The following persons are officers of each of the Funds:
PRESENT OFFICE WITH THE FUNDS
(YEAR FIRST BECAME AN OFFICER);
PRINCIPAL OCCUPATION OR
NAME (AGE) EMPLOYMENT (1)(2)
- ---------------------- ------------------------------------------
Eugene L. Podsiadlo (42) President (1998)
466 Lexington Avenue Managing Director of Warburg; Associated
New York, NY 10017-3147 with Warburg since 1991; Officer of Counsel-
lors Securities and of other companies
affiliated with Warburg and investment
companies in the Warburg Pincus family of
funds.
Steven B. Plump (40) Executive Vice President (1998)
466 Lexington Avenue Senior Vice President of Warburg; Associated
New York, NY 10017-3147 with Warburg since 1995; Associated with
Chemical Investment Services and its
affiliates from 1993 until 1995; Officer of
other investment companies in the Warburg
Pincus family of funds.
Stephen Distler (45) Vice President (1998)
466 Lexington Avenue Managing Director of Warburg; Associated
New York, NY 10017-3147 with Warburg since 1984; Officer of Counsel-
lors Securities and of other companies
affiliated with Warburg and investment
companies in the Warburg Pincus family of
funds.
Janna Manes, Esq. (31) Vice President and Secretary (1998)
466 Lexington Avenue Vice President, Secretary and General Counsel
New York, NY 10017-3147 of Warburg; Associated with Warburg since
1996; Associated with the law firm of
Willkie Farr & Gallagher from 1993 to 1996;
Officer of Counsellors Securities and of
other companies affiliated with Warburg and
investment companies in the Warburg Pincus
family of funds.
-10-
<PAGE>
PRESENT OFFICE WITH THE FUNDS
(YEAR FIRST BECAME AN OFFICER);
PRINCIPAL OCCUPATION OR
NAME (AGE) EMPLOYMENT (1)(2)
- ---------------------- ------------------------------------------
Howard Conroy, CPA (45) Vice President and Chief
466 Lexington Avenue Financial Officer (1998)
New York, NY 10017-3147 Vice President of Warburg; Associated with
Warburg since 1992; Officer of Counsellors
Securities and of other companies affiliated
with and investment companies in the Warburg
Pincus family of funds.
Daniel S. Madden, CPA (33) Treasurer and Chief
466 Lexington Avenue Accounting Officer (1998)
New York, NY 10017-3147 Vice President of Warburg; Associated with
Warburg since 1995; Associated with
BlackRock Financial Management, Inc. from
September 1994 to October 1996; Associated
with CSAM from April 1993 to September
1994; Officer of other investment companies
in the Warburg Pincus family of funds.
Stuart J. Cohen, Esq. (30) Assistant Secretary (1998)
466 Lexington Avenue Vice President and Associate General Counsel
New York, NY 10017-3147 of Warburg; Associated with Warburg since
1997; Associated with the law firm of Gordon
Altman Butowsky Weitzen Shalov & Wein from
1995 to 1997; Officer of other investment
companies in the Warburg Pincus family of
funds.
-11-
<PAGE>
PRESENT OFFICE WITH THE FUNDS
(YEAR FIRST BECAME AN OFFICER);
PRINCIPAL OCCUPATION OR
NAME (AGE) EMPLOYMENT (1)(2)
- ---------------------- ------------------------------------------
Hal Liebes, Esq. (34) Assistant Secretary (1998)
153 East 53rd Street Director and General Counsel of CSAM;
New York, NY 10022 Associated with CSAM since 1995;
Associated with CS First Boston Investment
Management from 1994 to 1995; Associated
with Division of Enforcement, U.S.
Securities and Exchange Commission from 1991
to 1994; Officer of other investment
companies advised by CSAM.
Michael A. Pignataro (39) Assistant Secretary (1998)
153 East 53rd Street Vice President and Director of Fund
New York, NY 10022 Administration of CSAM; Associated with
CSAM since 1984; Officer of other investment
companies by CSAM.
Rocco A. DelGuercio (35) Assistant Treasurer (1998)
153 East 53rd Street Assistant Vice President of CSAM and
New York, NY 10022 Administrative Officer for investment
companies advised by CSAM; Associated with
CSAM since 1996; Associated with Bankers
Trust Corp. from March 1994 to June 1996;
Officer of other investment companies
advised by CSAM.
- -------------
(1) Unless otherwise stated, all of the officers have been associated with
their respective companies for more than five years, although not
necessarily in the same capacity.
(2) The President, Treasurer and Secretary each holds office until his or her
successor has been duly elected and qualified, and all other officers hold
offices in accordance with the by-laws of the Fund.
It is presently contemplated that certain of the executive officers of
the Funds may change and that additional executive officers may be added
following consummation of the Acquisition, subject in each case to Board
approval and compliance with any restrictions imposed by regulations applicable
to Credit Suisse and its subsidiaries under the Bank Holding Company Act of
1956, as amended.
-12-
<PAGE>
COMPENSATION OF DIRECTORS AND OFFICERS
Each Fund pays each Director who is not an employee of Warburg or CSAM
an annual fee and an annual Audit Committee fee plus specified amounts for Board
meetings attended and compensates him for out-of-pocket expenses related to Fund
business.
CSAM supervises each Fund's investments, pays the compensation and
certain expenses of its personnel who serve as Directors and officers of each
Fund and receives an advisory fee for its services. Several of each Fund's
officers and Directors are also officers, Directors, employees or indirect
shareholders of CSAM and participate in the fees paid to that firm, although
each such Fund makes no direct payments to them.
The following Compensation Table provides in tabular form the following
data:
Column (1) All Funds from which each Director will receive
compensation.
Column (2) Estimated aggregate compensation to be received by
each Director of each Fund from October 26, 1998
(commencement of operations) through August 31, 1999 and
estimated total compensation to be received by each
Director from the 39 investment companies comprising the
Warburg Pincus Funds (collectively, the "Fund Complex")
through August 31, 1999.
The Directors do not receive any pension or retirement benefits from any
Fund in the Fund Complex.
<TABLE>
<CAPTION>
COMPENSATION TABLE
(2)
AGGREGATE COMPENSATION
-----------------------------------------------------------------
(1) RICHARD N. JACK W. JEFFREY E. ALEXANDER B.
NAME OF FUND COOPER FRITZ GARTEN TROWBRIDGE
- ------------------------ ------------ -------- ---------- ------------------
<S> <C> <C> <C> <C>
Warburg Pincus Central & Eastern
Europe Fund $ 750 $ 750 $ 750 $ 825
Warburg Pincus Emerging
Markets II Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus European
Equity Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus Global
Telecommunications Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus High Yield Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus International
Growth Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus Long-Short
Equity Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus Long-Short
Market Neutral Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus Municipal
Bond Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
-13-
<PAGE>
<CAPTION>
COMPENSATION TABLE
(2)
AGGREGATE COMPENSATION
----------------------------------------------------------------------
(1) RICHARD N. JACK W. JEFFREY E. ALEXANDER B.
NAME OF FUND COOPER FRITZ GARTEN TROWBRIDGE
- ------------------------ ------------ -------- ---------- ------------------
<S> <C> <C> <C> <C>
Warburg Pincus Select Economic
Value Equity Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus Strategic Global
Fixed Income Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus U.S. Core
Equity Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
Warburg Pincus U.S. Core Fixed
Income Fund $ 1,500 $ 1,750 $ 1,750 $ 1,825
- -------------------------------------------------------------------------------------------------
Total Compensation from the
Funds and Fund Complex paid to
each Director $47,500 $75,750 $75,750 $78,675
</TABLE>
Arnold M. Reichman and John L. Furth receive compensation from
affiliates of Warburg, and, accordingly, receive no compensation from the Funds
or any other investment company in the Fund Complex.
REQUIRED VOTE
Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes of each Fund cast at the Special
Meeting in person or by proxy. This means that the eight nominees receiving the
largest number of votes will be elected. The Directors of each Fund, including
the Non-interested Directors, unanimously recommend that the shareholders of
each Fund vote in favor of each of the nominees listed in this Proposal 1.
PROPOSAL 2: RATIFICATION OR REJECTION
OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of each of the Funds, including a majority of the
Non-interested Directors, has selected PricewaterhouseCoopers LLP to act as
independent accountants for each of the Fund's current fiscal year.
PricewaterhouseCoopers LLP are independent accountants and have advised the
Funds that they have no direct financial interest or material indirect financial
interest in the Funds. One or more representatives of PricewaterhouseCoopers LLP
are expected to be present at the Special Meeting and will have an opportunity
to make a statement if they so desire. Such representatives are expected to be
available to respond to appropriate questions posed by shareholders or
management.
REQUIRED VOTE
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes of each Fund cast at the Special
Meeting in person or by proxy. The Directors of each Fund unanimously recommend
that the shareholders of each Fund vote in favor of this Proposal 2.
-14-
<PAGE>
ADDITIONAL INFORMATION
GENERAL
The cost of preparing, printing and mailing the enclosed proxy,
accompanying notice and proxy statement and all other costs incurred in
connection with the solicitation of proxies, including any additional
solicitation made by letter or telephone, will be paid by Credit Suisse. In
addition to solicitation by mail, certain officers and representatives of each
Fund, officers and employees of Warburg or CSAM and certain financial services
firms and their representatives, who will receive no extra compensation for
their services, may solicit proxies in person or by telephone.
D.F. King & Co., Inc. (the "Agent") has been engaged to assist in the
solicitation of proxies. As the Special Meeting date approaches, certain
shareholders of each Fund may receive a telephone call from a representative of
the Agent if their vote has not yet been received. Authorization to permit the
Agent to execute proxies may be obtained by telephonic or electronic transmitted
instructions from shareholders of each Fund. Proxies that are obtained
telephonically will be recorded in accordance with the procedures set forth
below. The Directors believe that these procedures are reasonably designed to
ensure that the identity of the shareholder casting the vote and the
shareholder's voting instructions are accurately determined.
In all cases where a telephonic proxy is solicited, the Agent's
representative is required to ask for each shareholder's full name, address,
last four digits of the shareholder's social security or tax identification
number, title of the person and whether such person is authorized to direct the
voting of such shares (if an entity), the number of shares owned, if known, and
to confirm that the shareholder has received the proxy statement and proxy card
in the mail. If the information solicited agrees with the information provided
to the Agent, then the Agent representative has the responsibility to explain
the process, read the proposals listed on the proxy card, and ask for the
shareholder's instructions on each proposal. The Agent's representative,
although he or she is permitted to answer questions about the process, is not
permitted to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the proxy statement. The Agent will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will be
sent a letter by first class mail to confirm his or her vote and asking the
shareholder to call the Agent immediately if his or her votes are not correctly
reflected in the confirmation.
If the shareholder wishes to participate in the Special Meeting, but
does not wish to give his or her proxy by telephone, or by the Internet, the
shareholder may still submit the proxy card originally sent with the proxy
statement or attend in person. Should shareholders require additional
information regarding the proxy or replacement proxy cards, they may contact the
Agent toll-free at 1-800-848-3409. Any proxy given by a shareholder, whether in
writing, by telephone or by the Internet, is revocable.
-15-
<PAGE>
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy
statement for a shareholder meeting subsequent to the Special Meeting, if any,
should send their written proposals to Janna Manes, Secretary of the Warburg
Pincus Funds, c/o Warburg Pincus Asset Management, Inc., 466 Lexington Avenue,
New York, NY 10017, within a reasonable time before the solicitation of proxies
for such meeting. The timely submission of a proposal does not guarantee its
inclusion.
OTHER MATTERS TO COME BEFORE THE SPECIAL MEETING
No Board is aware of any matters that will be presented for action at
the Special Meeting other than the matters set forth herein. Should any other
matters requiring a vote of shareholders arise, the proxy in the accompanying
form will confer upon the person or persons entitled to vote the shares
represented by such proxy the discretionary authority to vote the shares as to
any such other matters in accordance with their best judgment in the interest of
each Fund.
PLEASE COMPLETE, SIGN AND RETURN THE ENCLOSED PROXY CARD(S) PROMPTLY.
NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the governing Boards,
/s/Janna Manes
Janna Manes
Secretary
-16-
<PAGE>
[PROXY]
WARBURG PINCUS FUNDS
[FUND NAME]
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
The undersigned hereby appoints HAL LIEBES and MICHAEL A. PIGNATARO, and
each of them, as proxies of the undersigned, each with the power to appoint his
substitute, and hereby authorizes a majority of them, or any one if only one be
present, to represent and to vote, as designated on the reverse side, all the
shares of the Warburg Pincus Fund named above held of record by the undersigned,
or with respect to which the undersigned is entitled to vote or act, at the
Special Meeting of Shareholders to be held on May 21, 1999 at 4:00 p.m., Eastern
time, for the purposes referred to on the reverse side.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
NOTE: Please sign exactly as your name(s) appear(s) hereon. Joint owners should
each sign. When signing as attorney, executor, administrator, trustee or
guardian, please give your full title as such.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------ ------------------------------------
- ------------------------------ ------------------------------------
- ------------------------------ ------------------------------------
<PAGE>
[REVERSE SIDE]
[ ] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- -------------------------------------------
WARBURG PINCUS FUNDS
- -------------------------------------------
Nominees Withheld For All
For All Exept
[ ] [ ] [ ]
VOTE THIS CARD TODAY! 1. To elect Directors of the Fund.
BY MAIL, BY PHONE AT 1-800-848-3409
OR ON-LINE AT www.warburg.com R.H. Francis W.W. Priest
J.W. Fritz S.N. Rappaport
J.E. Garten A.M. Reichman
J.C. Pasman A.B. Trowbridge
INSTRUCTION: To withhold authority to
vote for any individual nominee, mark
the "For All Except" box and strike a
line through the name(s) of the
nominee(s).
For Against Abstain
[ ] [ ] [ ]
2. To ratify the selection of
PricewaterhouseCoopers LLP as
independent accountants for the Fund
for the current fiscal year.
Please be sure to sign and date this Proxy. Date
Mark box at right if
comments or address
change have been
noted on the reverse
side of this card. [ ]
- -------------------------------------------------------
Shareholder sign here Co-owner sign here RECORD DATE SHARES:
<PAGE>
Annex I
Percent
Name and Address Shares Held Ownership
- ----------------- ----------- ----------------
Warburg Pincus Central & Eastern
Europe Fund
Credit Suisse Asset Management
Fund Holding (Luxembourg) S.A. ** 10,000 100%
5 Rue Jean Monnet
BP 369
L-2013 Luxembourg
Warburg Pincus Emerging Markets II Fund
Carolina Power & Light Co. 1,081,057 68.21%
Supplemental Retirement Trust
P.O. Box 3073
301 N. Main Street MC NC 31058
Winston-Salem, NC 27102-3073
National Academy of Sciences 126,637 7.99%
2101 Constitution Avenue NW
Washington DC 20418-0006
Community Foundation 110,366 6.96%
Palm Beach Martin Counties Inc.
324 Datura St. #340
West Palm Beach, FL 33401-5420
Clariden Bank 105,692 6.67%
Claridenstr 26
CH-8002, Zurich Switzerland
Warburg Pincus European Equity Fund
Charles Schwab & Co. * 2,332,679 83.04%
Special Custody Account for
the Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
Warburg Pincus Global
Telecommunications Fund
Charles Schwab & Co. * 107,920 33.92%
Special Custody Account for
the Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery Street
San Francisco, CA 94104-4122
<PAGE>
Percent
Name and Address Shares Held Ownership
- ----------------- ----------- ----------------
National Financial Services Corp. * 38,766 12.19%
FBO Customers
P.O. Box 3908
New York, NY 10008-3908
Warburg Pincus High Yield Fund
Credit Suisse Asset Management 1,525,950 16.71%
Fund Holding (Luxembourg) S.A. +
5 Rue Jean Monnet
BP 369
L-2013 Luxembourg
Advantus Capital Management 1,304,233 14.28%
400 Robert Street N
St. Paul, MN 55101-2015
Fidelity Investment Institution 1,055,998 11.57%
Operations Co. Inc as Agent for
Certain Employee Benefits Plan
100 Magellan Way #KWIC
Covington, KY 41015-1987
Carl F. Besenbach Trust 1,026,381 11.24%
Michelin North America Inc.
P.O. Box 19001
Greenville, SC 29602-9001
Southdown Inc. Pension Plan 580,192 6.35%
Mac & Co.
Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198
Warburg Pincus International Growth Fund
NationsBanc Montgomery Securities * 3,603,925 11.09%
600 Montgomery St. 4th Floor
San Francisco, CA 94111
Employees Retirement Plan Marshfield 2,186,092 6.73%
1000 N. Oak Ave.
Marshfield, WI 54449
-I-2-
<PAGE>
Percent
Name and Address Shares Held Ownership
- ----------------- ----------- ----------------
Warburg Pincus Long-Short Equity Fund
Investors Fiduciary Trust Co. 497,381 87.64%
FBO Centurion Trust Co.
801 Pennsylvania Ave.
Kansas City, MO 64105-1307
Warburg Pincus Asset Management + 60,270 10.62%
Attn: Stephen Distler
466 Lexington Ave., 10th Floor
New York, NY 10017-3140
Warburg Pincus Long-Short Market
Neutral Fund
Investors Fiduciary Trust Co. 700,098 40.55%
FBO Centurion Trust Co.
801 Pennsylvania Ave.
Kansas City, MO 64105-1307
Warburg Pincus Long-Short Equity Fund + 587,548 34.03%
466 Lexington Ave.
New York, NY 10017
Michael A. Wall Trustee 195,780 11.34%
Michael A. Wall Trust
P.O. Box 4579
Jackson, WY 83001-4579
Warburg Pincus Municipal Bond Fund
William A. Marquard 550,952 34.04%
2199 Maysville Rd.
Carlisle, KY 40311-9716
Howard Isermann 211,432 13.06%
9 Tulane Drive
Livingston, NJ 07039-6212
Arnold Leon 192,563 11.90%
c/o Fiduciary Trust Company
P.O. Box 3199
Church Street Station
New York, NY 10008-3199
-I-3-
<PAGE>
Percent
Name and Address Shares Held Ownership
- ----------------- ----------- ----------------
Warburg Pincus Select Economic
Value Equity Fund
Buckeye Pipeline 1,525,036 79.52%
1525 West Wt Harris Blvd.
CMG NC 1151
Charlotte, NC 28288-1151
Edison Brothers Stores Pension 221,161 11.53%
P.O. Box 14020
St. Louis, MO 63178-4020
Warburg Pincus Strategic Global
Fixed Income Fund
Sunkist Master Trust 1,031,154 55.53%
14130 Riverside Drive
Sherman Oaks, CA 91423-2392
Stroehman Bakeries, Inc. Retirement Plan 633,911 34.14%
1525 West Wt Harris Blvd.
CMG NC 1151
Charlotte, NC 28288-1151
State Street Bank & Trust, Trustee 111,937 6.03%
Fenway Holdings LLC Master Trust
P.O. Box 470
Boston, MA 02102-0470
Warburg Pincus U.S. Core Equity Fund
Buckeye Pipeline 1,448,805 38.91%
1525 West Wt. Harris Blvd.
CMG NC 1151
Charlotte, NC 28288-1151
Washington Hebrew Congregation 463,454 12.45%
3935 Macomb St. NW
Washington DC 20016
Werner & Pfleiderer Pension Plan 399,262 10.72%
663 E. Crescent Ave.
Ramsey, NJ 07446
Hospital St. Raphael 315,944 8.49%
P.O. Box 92800
Rochester, NY 14692-8900
-I-4-
<PAGE>
Percent
Name and Address Shares Held Ownership
- ----------------- ----------- ----------------
FTC & Co. 224,412 6.03%
DataLynx
P.O. Box 173736
Denver, CO 80217-3736
Wendel & Co. 219,613 5.90%
c/o Bank of New York
P.O. Box 1066
Wall Street Station
New York, NY 10268-1066
Warburg Pincus U.S. Core
Fixed Income Fund
The Northern Trust Company, Trustee 3,066,922 12.72%
Uniroyal Holdings Bond Fund
c/o Uniroyal Holding Inc.
70 Great Hill Road
Naugatuck, CT 06770-2224
Stroehman Bakeries, Inc. Retirement Plan 1,608,889 6.67%
1525 West Wt. Harris Blvd.
CMG 1151
Charlotte, NC 28288-1151
Winifred Masterson Burke Foundation 1,600,203 6.64%
785 Mamaroneck Avenue
White Plains, NY 10605-2593
Huntington Hospital Pension Plan 1,524,885 6.32%
270 Park Avenue
Huntington, NY 11743-2799
Credit Suisse First Boston 1,287,512 5.34%
Employee Savings Plan
100 Magellan Way #KWIC
Covington, KY 41015-1987
Local 239 Pension Fund 1,270,905 5.27%
2380 Hempstead Tpke.
East Meadow, NY 11554-2030
- -------------
* The Fund believes this entity, the holder of record of these shares, is not
the beneficial owner of such shares.
**This Fund has not commenced operations. Credit Suisse Asset Management
Fund Holding (Luxembourg) S.A. has deposited the seed capital
and will vote the shares of this Fund in favor of the proposals.
+ The shares of this Fund will be voted in the same proportion as the votes
received by the Fund from other shareholders of this Fund.
-I-5-
<PAGE>
