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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
FIRST AUSTRALIA FUND, INC.
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(Name of Registrant as Specified In Its Charter)
MIRA, L.P.
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(Name(s) 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)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PRELIMINARY COPY -- SUBJECT TO COMPLETION
PROXY STATEMENT IN OPPOSITION TO
THE NEW MANAGEMENT AGREEMENT AND
THE NEW ADVISORY AGREEMENT PROPOSED BY
THE MANAGEMENT OF FIRST AUSTRALIA FUND, INC.
BY MIRA, L.P.
SPECIAL MEETING OF SHAREHOLDERS
To be held on November 30, 2000
To Our Fellow Shareholders:
As one of the largest shareholders of First Australia Fund, Inc. (the
"Fund") (based on public filings with the Securities and Exchange Commission),
Mira, L.P. ("Mira") is deeply concerned about the persistent discount from net
asset value ("NAV") of the shares of the Fund. Mira believes that the current
management of the Fund has not adequately represented the shareholders'
interests. Mira seeks your support in defeating the new management agreement and
the new advisory agreement (collectively the "New Agreements") to be voted on at
the Special Meeting of Shareholders of the Fund scheduled for November 30, 2000.
Mira believes that defeating the New Agreements will persuade the Board
of Directors of the Fund to take prompt action to reduce or eliminate the
persistent discount from NAV at which the shares of the Fund have traded and
will force them to consider new and better ways to maximize the value of our
Fund shares. PLEASE SIGN, DATE, AND RETURN THE ENCLOSED BLUE PROXY IN THE
POSTAGE-PREPAID ENVELOPE WHICH HAS BEEN PROVIDED. It is important that you not
return any proxy card sent to you by the Fund. If you have returned the WHITE
proxy card sent to you by the Fund, you have the right to revoke that proxy and
vote against the New Agreements by signing, dating, and mailing a later-dated
BLUE proxy card in the envelope provided. If you have any questions, please
contact _______________, who is assisting us in the solicitation, at
_______________.
This Proxy Statement and the enclosed BLUE proxy card are being
furnished to holders of record on October 26, 2000 (the "Record Date") of shares
of common stock (the "Common Stock"), of the Fund, by Mira in connection with
the solicitation of proxies for use at the Special Meeting of shareholders of
the Fund to be held on November 30, 2000 at 1:00 p.m., New York time (the
"Special Meeting"), and any and all adjournments or postponements thereof. The
Special Meeting will be held at the Hilton Newark Gateway, Raymond Boulevard,
Newark, NJ 07102. The Fund's executive offices are located at Gateway Center 3,
100 Mulberry Street, Newark, NJ, 07102. This Proxy Statement and the
accompanying BLUE proxy card are first being sent to shareholders of the Fund by
Mira on or about November 12, 2000. The BLUE proxy card asks you to appoint
Terence S. Leighton, Managing Director of Zurich Capital Markets Inc, General
Partner of Mira, L.P., and Stephen J. Lerner, President and Chief Operating
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Officer of Zurich Capital Markets Inc. with full powers of substitution, to vote
your shares of the Fund at the Special Meeting. Zurich Capital Markets Inc.
("Zurich") is the general partner of Mira and shares both voting and dispositive
power over the Fund Shares held by Mira. Thus, Zurich, as Mira's general
partner, also may be deemed to own these shares.
There are only two matters scheduled to be voted upon at the Special
Meeting: approval of a new management agreement and a new advisory agreement
(collectively the "New Agreements"). The Fund currently has management and
advisory contracts with The EquitiLink Group ("EquitiLink"); however, EquitiLink
is being acquired by Aberdeen Asset Management, PLC ("Aberdeen"), an
international fund management company. As a result of this transaction, the
current management and advisory agreements with EquitiLink will automatically be
terminated. The Special Meeting has been announced in order to seek shareholder
approval for the New Agreements with EquitiLink International Management Limited
(management) and EquitiLink Australia Limited (advisory). Mira is soliciting
your proxy in order to vote AGAINST the New Agreements for the reasons discussed
below. Mira will bear the entire cost associated with this solicitation. We will
reimburse banks, brokerage houses and other custodians, nominees and fiduciaries
for their expenses incurred in sending proxy materials to and obtaining proxies
from the beneficial owners of the shares of Common Stock they hold of record.
Mira and its affiliates, employees and representatives may solicit proxies in
person, or by telephone, mail or telecopy. Mira has retained __________ to
assist and to provide advisory services in connection with this proxy
solicitation, for which it will be paid a fee of $_________ and will be
reimbursed for reasonable out-of-pocket expenses.
Mira is soliciting your proxy to defeat approval of the New Agreements.
Mira believes that by defeating the New Agreements, the Board of Directors will
be more receptive to potential ways to enhance the value of our shares.
Currently, the management of the Fund has been reluctant to consider ideas which
could result in an increase in the Fund's shares value.
The proposals scheduled to be voted upon at the Special Meeting are
included in the BLUE proxy card. If you wish to vote against the New Agreements,
you may do so by completing and returning a BLUE proxy card. If a BLUE proxy
card is returned without a vote indicated thereon, the shares represented
thereby will be voted AGAINST approval of the New Agreements.
Discretionary authority is provided in the proxy sought hereby as to
other business as may properly come before the meeting of which Mira is not
aware as of the date of this Proxy Statement and matters incident to the conduct
of the Special Meeting, which discretionary authority will be exercised in
accordance with Rule 14a-4 promulgated by the Securities and Exchange Commission
(the "Commission").
VOTING, QUORUM
Only shareholders of record on the Record Date will be entitled to vote
at the Special Meeting. The record date established by the Fund's Board of
Directors is October 26, 2000. According to the proxy statement distributed by
the Board of Directors in connection with the Special Meeting (the "Fund's Proxy
Statement"), there were 17,189,998 shares of Common Stock issued and outstanding
on October 26, 2000. Holders of record on the Record Date will be entitled to
cast one vote on each matter for each share of Common Stock held by them.
At least 50% of the outstanding shares of Common Stock must be present,
in person
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or by proxy, in order to constitute a quorum for the transaction of business.
Abstentions and "broker non-votes" (i.e., shares held by brokers or nominees as
to which (a) instructions have not been received from the beneficial owners or
persons entitled to vote and (b) the broker or nominee does not have
discretionary voting power on a particular matter) will be counted in
determining whether a quorum is present for purposes of convening the Special
Meeting. However, abstentions and broker non-votes will have the effect of a
vote AGAINST the New Agreements. In order for the New Agreements to be approved,
a majority of the outstanding voting securities of the Fund must affirmatively
vote for approval. The Investment Company Act of 1940, as amended, defines
"majority of the outstanding voting securities" to mean the lesser of (1) 67% or
more of the voting securities present at the meeting if more than 50% of the
outstanding voting securities of the Fund are present in person or by proxy or
(2) more than 50% of the outstanding voting securities of the Fund.
REVOCATION OF PROXIES
Any proxy given in connection with the Special Meeting (whether given to
the Fund or to Mira) may be revoked at any time prior to the voting thereof at
the Special Meeting by delivering a written revocation of the proxy to the
Secretary of the Fund (addressed to the Secretary at the principal office of The
First Australia Fund, Inc., Gateway 3, 100 Mulberry Street, Newark, NJ 07102) or
with the presiding officer at the Special Meeting, or by submitting a notice of
revocation to the Fund. Attendance at the Special Meeting will not in and of
itself revoke a proxy.
There is no limit on the number of times that a shareholder may revoke his
or her proxy prior to the Special Meeting. Only the latest dated, properly
signed proxy card will be counted.
IF YOU HAVE ALREADY SENT A WHITE PROXY CARD TO THE BOARD OF DIRECTORS OF
THE FUND OR HAVE ALREADY GIVEN A PROXY TELEPHONICALLY OR ELECTRONICALLY, YOU MAY
REVOKE THAT PROXY AND VOTE AGAINST APPROVAL OF THE NEW AGREEMENTS BY SIGNING,
DATING, AND MAILING THE ENCLOSED BLUE PROXY CARD IN THE ENVELOPE PROVIDED.
THE BLUE PROXY CARD CONTAINS ALL OF THE PROPOSALS SCHEDULED TO BE VOTED
UPON AT THE SPECIAL MEETING WITH RESPECT TO THE FUND. IF YOU WISH TO VOTE
AGAINST APPROVAL OF THE NEW AGREEMENTS, YOU MAY DO SO BY COMPLETING AND
RETURNING A BLUE PROXY CARD. IF A BLUE PROXY CARD IS RETURNED WITHOUT A VOTE
INDICATED THEREON, IT WILL BE VOTED AGAINST THE NEW AGREEMENTS.
INFORMATION CONCERNING THE SOLICITING SHAREHOLDER
As of the date of this proxy statement, Mira currently owns over 2.7
million shares of Common Stock. Mira's general partner, Zurich, also may be
deemed to own these shares. This represents approximately 15.8% of the issued
and outstanding shares of the Fund. According to the Fund's Proxy Statement,
this makes Mira one of the largest shareholders of the Fund's Common Stock.
According to the Fund Proxy Statement, there were 17,189,998 shares of Common
Stock issued and outstanding on October 26, 2000. The principal executive office
of Mira is located at One Chase Manhattan Plaza, 44th Floor, New York, New York,
10005.
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REASONS FOR THE SOLICITATION
On October 25, 2000, the Fund announced that as of September 30, 2000, the
Fund's NAV was $7.21 per share. However, on October 26, 2000, the Fund's shares
closed trading at only $5.75 per share. Mira has determined to undertake this
proxy solicitation because it believes that current management has not taken
sufficient steps to maximize shareholder value. If the New Agreements are
defeated, there can be no assurance that management will take steps to increase
shareholder value.
SHAREHOLDER PROPOSALS
The deadline for shareholders of the Fund to submit proposals to be
included in the Fund's proxy materials for the 2001 Annual Meeting of
Shareholders of the Fund ("Annual Meeting") was August 25, 2000. The Fund's
Proxy Statement states that shareholders who wish to present proposals at the
Annual Meeting which would not be included in the Fund's proxy materials should
send written notice of the proposals to the Secretary of the Fund by December
22, 2000, but no earlier that November 22, 2000, in the form prescribed in the
Fund's By-Laws.
SHARES OWNED BY CERTAIN SHAREHOLDERS
According to the Fund's Definitive Proxy Statement filed October 31, 2000,
five entities each beneficially owned more than 5 percent of the Fund's
outstanding shares of common stock as of September 30, 2000. Mira knows of no
other shareholder who beneficially owns more than 5 percent of the Fund's
outstanding common stock. The following table sets forth the number of shares
beneficially owned by each shareholder owning more than 5 percent of the Fund's
Common Stock as of September 30, 2000.
Name and Address Number of Shares Percent of Class owned
---------------- ---------------- ----------------------
of Beneficial Owner Beneficially Owned as of Sept. 30, 2000
------------------- ------------------ --------------------
Laurence S. Freedman* 2,750,461 16.00%
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia
Brian M. Sherman* 2,750,461 16.00%
Level 3
190 George Street
________________________
* According to the Fund's Proxy Statement, as controlling shareholders of
EquitiLink International Management Limited , Messrs. Freedman and Sherman share
voting and investing power for 2,750,461 shares of the Fund owned by EquitiLink
International Management Limited, EquitiLink Limited, and EquitiLink U.S.A.
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Sydney, N.S.W. 2000
Australia
EquitiLink Limited* 1,068,950 6.22%
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia
EquitiLink U.S.A.* 1,624,627 9.45%
45 Broadway, 31st Floor
New York, NY 10006
Mira, L.P.+ 2,714,500 15.79%
One Chase Manhattan Plaza
44th Floor
New York, NY 07102-4007
Zurich Capital Markets Inc.+
One Chase Manhattan Plaza
44th Floor
New York, NY 07102-4007
___________________
/1/ According to the Fund's Proxy Statement, as controlling shareholders of
EquitiLink International Management Limited, Messrs. Freedman and Sherman share
voting and investment power for 2,750,461 shares of the Fund owned by EquitiLink
International Management Limited, EquitiLink Limited, and EquitiLink U.S.A. With
the exception of those 2,750,461 shares, which constitute approximately 16.00%
of the outstanding shares of the Fund as of September 30, 2000, all shares
listed in this table are owned with sole voting and investment power. In the
aggregate, all the shares in the table represent approximately 16.10% of the
total shares outstanding as of September 30, 2000. Excluding shares owned by
Messrs. Freedman and Sherman, the directors of the Fund, as a group, own
approximately 0.09% of the total shares outstanding as of September 30, 2000.
+ Both entities share both voting and dispositive power.
OWNERSHIP OF SHARES BY MANAGEMENT
According to the Fund's Proxy Statement, the table below sets forth the
number of shares of the Fund owned directly or beneficially by the directors and
executive Officers of the Fund as of September 30, 2000. Directors who do not
own any shares have been omitted from the table. An "X" below indicates that the
percentage ownership is under 1%.
Name of Directors and
Executive Officers Amount of Beneficial Ownership/1/ Percent of Class
------------------------ --------------------------------- ----------------
<PAGE>
Anthony E. Aaronson++ 1,500 X
116 South Anita Avenue
Los Angeles, CA 90049
David Lindsay Elsum, A.M.+ 2,000 X
9 May Grove
South Yarra, Victoria 3141
Australia
Laurence S. Freedman* 2,750,461 16%
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia
Michael R. Horsburgh 2,000 X
Suite 2213, Kyobo Building
1, 1-ka, Chongro, Chongro-ku
Seoul 110-714
South Korea
Harry A. Jacobs, Jr.* 3,979 X
One New York Plaza
New York, NY 10292
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Howard A. Knight 2,500 X
36 Ives Street
London SW3 2ND
United Kingdom
Richard H. McCoy++* 1,000 X
P.O. Box 1
Toronto Dominion Centre
Toronto, Ontario
M5K 1A2 Canada
Neville J. Miles+ 2,000 X
23 Regent Street
Paddington, N.S.W. 2021
Australia
William J. Potter+ 1,000 X
236 West 27th Street
New York, NY 10001
Peter D. Sacks 250 X
Toron Capital Markets, Inc.
445 King Street West
4/th/ Floor
Toronto, Ontario
M5V 1K4 Canada
John T. Sheehy++ 5,000 X
235 Montgomery Street, Suite 300
San Francisco, CA 94104
Brian M. Sherman* 2, 750,461 16%
Level 3
190 George Street
Sydney, N.S.W. 2000
Australia
________________________________________________________________________________
Excluding shares owned by Messrs. Freedman and Sherman, the directors of the
Fund, as a group, own approximately 0.09% of the total shares outstanding as of
September 30, 2000.
++ A member of the Audit Committee.
+ A member of the Contract Review Committee.
* According to the Fund's Proxy Statement, directors considered by the Fund
and its counsel to be persons who are "interested persons" (which as used in
this Proxy Statement is defined in the Investment Company Act of 1940, as
amended) of the Fund or of the Fund's investment manager or investment adviser.
Mr. Jacobs is deemed to be an interested person of the Fund because of his
affiliation with Prudential Securities Incorporated, a broker-dealer registered
under the Securities Exchange Act of 1934 (the "Exchange Act"). Mr. McCoy is
deemed to be an interested person of the Fund because of his affiliation with TD
Securities, Inc., which has an affiliate that is a broker-dealer registered
under the Exchange Act. Messrs. Freedman and Sherman are deemed to be interested
persons because of their affiliation with the Fund's investment manager and
investment adviser, or because they are officers of the Fund or both.
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IMPORTANT
The New Agreements scheduled to be voted upon at the Special Meeting are
included in our BLUE proxy card. If you wish to vote against the New Agreements,
you may do so by completing and returning a BLUE proxy card. If a BLUE proxy
card is returned without a vote indicated thereon, the shares represented
thereby will be voted AGAINST the New Agreements.
Sincerely yours,
Terence S. Leighton
Managing Director
Zurich Capital Markets Inc., General Partner of Mira, L.P.
<PAGE>
PRELIMINARY COPY -- SUBJECT TO COMPLETION
PROXY CARD
THIS PROXY IS SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF
FIRST AUSTRALIA FUND, INC.
BY
MIRA, LP
MEETING OF SHAREHOLDERS TO BE HELD ON
NOVEMBER 30, 2000
The undersigned hereby appoints TERENCE S. LEIGHTON and STEPHEN J.
LERNER of Zurich Capital Markets Inc. as the undersigned's proxies with full
power of substitution at the Meeting of Shareholders of First Australia Fund,
Inc. (the "Fund"), to be held on November 30, 2000 at 1:00 p.m., New York time,
at the Hilton Newark Gateway, Raymond Boulevard, Newark, N J 07102 or at any
adjournment(s), postponement(s) or rescheduling(s) thereof, and to vote all
shares of the Fund that the undersigned would be entitled to vote if personally
present.
MIRA, L.P. RECOMMENDS VOTING AGAINST THE NEW MANAGEMENT AGREEMENT AND
THE NEW ADVISORY AGREEMENT AND INTENDS TO USE THIS PROXY TO VOTE AGAINST THE NEW
MANAGEMENT AGREEMENT AND THE NEW ADVISORY AGREEMENT.
You should refer to the proxy statement and form of proxy distributed
by the Fund for the background, and other information concerning the Fund's
proposal.
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE
Management's Proposal for a New Management Agreement
For Against Abstain
[ ] [ ] [ ]
Management's Proposal for a New Advisory Agreement
For Against Abstain
[ ] [ ] [ ]
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED AGAINST THE APPROVAL OF BOTH THE NEW MANAGEMENT AGREEMENT AND THE
NEW ADVISORY AGREEMENT. THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE
EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS
ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
In their discretion, the proxy agents are authorized to vote upon such
other business as may properly come before the meeting or any adjournment(s),
postponement(s), or rescheduling(s) thereof.
________________________________________________________________________________
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(place mailing label here)
Please date and sign this proxy exactly as your name appears hereon:
Dated:________________________, 2000
_______________________________
(Signature)
_______________________________
(Signature, if held jointly)
_______________________________
(Title)
When shares are held by joint tenants, both should sign. When signing
as attorney-in-fact, executor, administrator, trustee, guardian, corporate
officer or partner, please give full title as such. If a corporation, please
sign in corporate name by President or other authorized officer. If a
partnership, please sign in partnership name by authorized person. Executors,
trustees, and others signing in a representative capacity should include their
names and the capacity in which they sign.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
ENVELOPE PROVIDED.
________________________________________________________________________________
