FIRST FINANCIAL FUND, INC.
One Seaport Plaza
New York, New York 10292
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------
October 30, 1996
To our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of First Financial Fund, Inc. ("Fund") will be held on October 30,
1996 at 9:00 a.m., at One Seaport Plaza, 199 Water Street, New York, New York
10292, for the following purposes:
(1) To elect one Class III director and one Class I director to serve until
1998 and 1999, respectively;
(2) To approve a change to the Fund's fundamental investment limitation on
borrowing;
(3) To ratify the selection of Deloitte & Touche LLP as independent public
accountants of the Fund for the fiscal year ending March 31, 1997; and
(4) To consider and act upon any other business as may properly come before
the Annual Meeting or any adjournment thereof.
Only holders of common stock of record at the close of business on August
16, 1996 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By order of the Board of Directors,
ARTHUR J. BROWN
Secretary
Dated: September 6, 1996
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT-PLEASE RETURN YOUR PROXY CARD PROMPTLY
STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. ANY
STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED FORM OF PROXY, DATE AND SIGN IT,
AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
- --------------------------------------------------------------------------------
<PAGE>
FIRST FINANCIAL FUND, INC.
One Seaport Plaza
New York, New York 10292
-----------------
PROXY STATEMENT
-----------------
Annual Meeting of Stockholders
October 30, 1996
INTRODUCTION
This Proxy Statement is furnished to the stockholders of First Financial
Fund, Inc. ("Fund") by the Board of Directors of the Fund in connection with the
solicitation of proxies to be voted at the Annual Meeting of Stockholders
("Meeting") to be held on October 30, 1996 at 9:00 a.m. at One Seaport Plaza,
New York, New York 10292. The matters to be acted upon at the Meeting are set
forth in the accompanying Notice of Annual Meeting.
If the enclosed form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. A Proxy may nevertheless be revoked at any time prior
to its use by written notification received by the Fund, by the execution of a
later dated Proxy or by attending the Meeting and voting in person. However, if
no instructions are specified on a Proxy, shares will be voted FOR the election
of the nominees for directors and FOR the other Proposals.
The close of business on August 16, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting. On that date, the Fund had 15,623,077 shares of common stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and
form of Proxy first will be mailed to stockholders on or about September 10,
1996.
The solicitation is made primarily by the mailing of this Proxy Statement
and the accompanying Proxy. Supplementary solicitations may be made, without
cost to the Fund, by mail, telephone, telegraph or personal interview by regular
employees of Prudential Mutual Fund Management, Inc., the Fund's administrator
("Administrator") or the Administrator's affiliate, Prudential Securities
Incorporated ("Prudential Securities"). All expenses in connection with
preparing this Proxy Statement and its enclosures and additional solicitation
expenses, including reimbursement of brokerage firms and others for their
expenses in forwarding proxy solicitation material to the beneficial owners of
shares, will be borne by the Fund. In addition, Shareholder Communications
Corporation may be engaged to solicit stockholders on behalf of the Fund at an
anticipated cost of approximately $25,000, which will be borne by the Fund. The
presence at the Meeting, in person or by proxy, of stockholders entitled to vote
a majority of the shares outstanding is required for a quorum. In the event that
a quorum is present at the Meeting but sufficient votes to approve one or more
of the proposed items are not received, the persons named as proxies may propose
one or more adjournments of such Meeting to permit further solicitation of
Proxies with respect to those items. Any such adjournment will require the
affirmative vote of a majority of those shares present at the Meeting or
represented by Proxy. In such case, the persons named as proxies will vote those
Proxies which they are entitled to vote for any such item in favor of such an
adjournment, and will vote those Proxies required to be voted against any such
item against any such adjournment. A stockholder vote may be taken on one or
more of the items in this Proxy Statement prior to any such adjournment if
sufficient votes have been received and it is otherwise appropriate.
1
<PAGE>
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and with respect to which the broker does not
have discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present but will not be voted for or against any adjournment. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present. Abstentions and broker non-votes will not be counted, however, as votes
cast for purposes of determining whether sufficient votes have been received to
approve a proposal.
As of July 31, 1996, Tiger Management L.L.C. ("Tiger"), a registered
investment adviser, whose business address is 101 Park Avenue, New York, New
York 10178, beneficially owned in the aggregate 173,600 shares of the Fund's
common stock, representing approximately 1.1% of the Fund's total outstanding
common stock entitled to vote. In addition, Tiger Performance L.L.C., a
registered investment adviser, beneficially owns 1,001,302 shares of the Fund's
common stock representing approximately 6.4% of the Fund's total outstanding
stock entitled to vote. Panther Management Company, L.P., a registered
investment adviser, on behalf of Panther Partners L.P., is the indirect
beneficial owner of 67,144 shares of the Fund's common stock, representing
approximately 0.4% of the Fund's total outstanding common stock entitled to
vote. Mr. Julian Robertson, controlling person of the above filing entities, is
the direct beneficial owner of 11,104 shares of the Fund's common stock,
representing approximately .07% of the total outstanding. With the exception of
Mr. Robertson, who has sole voting and investment power over the shares of which
he is the direct beneficial owner, each of the entities have shared voting and
investment power with respect to their shares. This information is based on
information filed by Tiger with the Securities and Exchange Commission on
Schedule 13G.
As of August 1, 1996, Cramer Rosenthal McGlynn, Inc. ("Cramer"), a
registered investment adviser, whose business address is 520 Madison Ave., 35th
Floor, New York, New York 10022, beneficially owned in the aggregate 1,244,369
shares of the Fund's common stock, representing approximately 7.9% of the Fund's
total outstanding common stock entitled to vote. Cramer has shared voting and
investment power with respect to these shares. This information is based on
information received by the Fund from Cramer. Management does not know of any
other person or group who owned beneficially 5% or more of the Fund's
outstanding common stock on or about the record date.
ELECTION OF DIRECTORS
Proposal No. 1
The Fund's Board of Directors has nominated the individuals identified below
for election to the Fund's Board. The nomination of this group of nominees to
serve as Board Members of the Fund reflects an overall plan to coordinate and
enhance the efficiency of the governance of the Fund and of certain other
investment companies that are administered or managed by the Fund's
Administrator (collectively referred to as the "Investment Companies"). Under
this plan, four board clusters will be created for the Investment Companies
allowing for the Investment Companies in each cluster to hold joint board and
shareholder meetings. Specifically, such an arrangement will allow the Fund to
hold joint board and shareholder meetings with certain of the other Investment
Companies that would, if this proposal is approved, be served by the same Boards
of Directors. This plan was developed by the Advisory Group of Independent
Directors/Trustees ("Advisory Group"), comprised of current board members of the
Investment Companies, who are not "interested persons" of such companies, as
defined in the 1940 Act, with the advice of their counsel, and assisted by
representatives of the Administrator. The Advisory Group considered various
matters related to the management and governance of the Investment Companies and
made recommendations to their Boards, including proposals concerning the number
of mutual fund boards, the size and composition of such boards, retirement
policies and related matters. These proposals were considered and actions
consistent with them were adopted by the Fund's Board at a meeting on February
8, 1996.
2
<PAGE>
The Fund's Board believes that coordinated governance through this Board
restructuring will benefit the Fund. Despite some recent consolidations, the
Investment Companies have grown substantially in size in the years since the
current Board structures were created. This growth has been due to the creation
of new Investment Companies intended to serve a wide variety of investment
needs. The Advisory Group concluded that the Investment Companies, including the
Fund, would operate more effectively and economically with fewer boards. The
Administrator currently administers or manages 70 portfolios of open-end and
closed-end funds having a wide variety of investment objectives and policies
with over 12 different board structures (clusters). The Advisory Group
recommended that the number of Board clusters be reduced from the present level
to four. The Fund would be part of a cluster including funds with outside
(non-Prudential) advisers or subadvisers. Wellington Management Company
("Wellington Management" or "Investment Adviser") serves as the Fund's
investment adviser. The Board believes that adoption of the Advisory Group's
recommendation would result in greater efficiencies through the holding of joint
board and shareholder meetings. Also, the Board believes that coordinated
governance reduces the possibility that the separate boards of the Investment
Companies might arrive at conflicting decisions regarding the operations and
management of the Investment Companies and avoids costs resulting from
conflicting decisions.
Moreover, the Fund's Board believes that the Fund will benefit from the
diversity and experience of the nominees that would comprise the restructured
Board. These nominees have had distinguished careers in business, finance,
government and other areas and will bring a wide range of expertise to the
Board. Two of the three nominees have no affiliation with the Administrator or
Wellington Management and would be independent Board members. Independent Board
members are charged with special responsibilities, among other things, to
approve advisory and similar agreements between the Fund and management.
Currently, they also constitute the members of the Board's audit committee. In
the course of their duties, Board members must review and understand large
amounts of technical and financial material and must be willing to devote
substantial amounts of time to their duties. Due to the demands of service on
the Boards, independent nominees may need to reject other attractive
opportunities. Each of the independent nominees already serves as an independent
Board member for one or more funds within the Prudential Mututal Fund complex
and understands the operations of the complex.
Under the plan, the Fund's Board of Directors will continue to be divided
into three classes with the director of each class serving for a term of three
years and until his or her successor is elected and qualified. Such
classification of the Fund's directors generally helps to promote the continuity
and stability of the Fund's management and policies. Although the Board
recognized that the nomination of new directors, together with the anticipated
resignations of certain current directors could detract from the achievement of
this objective, the Board considered the fact that, if this proposal is
approved, only one new individual would be added to the Board, and the terms of
two sitting directors would continue. The Board members concluded that this
ensured sufficient continuity and stability.
The following persons have been designated a board cluster with respect to
this Fund under the plan: Eugene C. Dorsey, Douglas H. McCorkindale and Thomas
T. Mooney. Because Mr. Mooney currently serves as a Class II director with a
term expiring in 1997, he will not be up for election as a Fund director this
year. Mr. Mooney has served on the Fund's Board since inception. Mr. Dorsey, who
was appointed to the Fund's Board on February 8, 1996 to fill a vacancy created
by the resignation of Mr. Daniel S. Ahearn, and has served in that capacity
since that time, is a Class I director with a term expiring in 1996. Thus, he
will be up for re-election at this meeting. In accordance with the plan, Mr.
Beach, a Class I director with a term expiring in 1996, will not stand for
re-election. Mmes. Smith and Teeters, each a Class III director with a term
expiring in 1998, will step down from their positions following the election of
the nominees, as listed above. Consequently, Mr. McCorkindale is the sole
nominee for election as a Class III director at this meeting.
It is the intention of the persons named in the enclosed form of Proxy, in
accordance with the plan, to vote in favor of the election of Mr. Dorsey as
nominee for a Class I director and Mr. McCorkindale as nominee for a Class III
3
<PAGE>
director. Messrs. Dorsey and McCorkindale have consented to serve as directors,
if elected. The Board of Directors has no reason to believe that the nominees
will become unavailable for election, but if that should occur before the
meeting, the proxies will be voted for such other nominees as the Board of
Directors may recommend.
No nominee or director is related to any other nominee or director. The
following tables set forth certain information regarding each nominee or
director of the Fund. Unless otherwise noted, each nominee or director has
engaged in the principal occupation listed in the following table for five years
or more.
INFORMATION REGARDING NOMINEES
FOR ELECTION AT 1996 ANNUAL MEETING
<TABLE>
<CAPTION>
Shares of
Common stock
Name, age, business experience owned on
during the past five years and other directorships Position with the Fund August 30, 1996(a)
-------------------------------------------------- ---------------------- ------------------
CLASS I (term expiring in 1996)
<S> <C> <C>
Eugene C. Dorsey (69), Retired president, Chief Executive Officer and Trustee of Director 0
the Gannett Foundation (now Freedom Forum); former Publisher of four Gannett
newspapers and Vice President of Gannett Company; past chairman, Independent
Sector, Washington, D.C. (national coalition of philanthropic organizations);
former Chairman of the American Council for the Arts; Director of the
AdvisoryBoard of Chase Manhattan Bank of Rochester; Director of Prudential
Diversified Bond Fund, Inc., Prudential Equity Fund, Inc., Prudential Europe
Growth Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential Jennison Fund, Inc., Prudential Mortgage Income Fund, Inc., The High
Yield Income Fund, Inc. and First Financial Fund, Inc.; Trustee of Prudential
California Municipal Fund, Prudential Municipal Series Fund and The Target
Portfolio Trust.
CLASS III (term expiring in 1998, if elected)
*Douglas H. McCorkindale (57), Vice Chairman, Gannett Co. Inc. (publishing and Nominee 0
media) (since March 1984); Director of Gannett Co. Inc., Frontier Corporation,
Continental Airlines, Inc., Prudential Distressed Securities, Inc., Prudential
Global Genesis Fund, Inc., Prudential Global Natural Resources, Inc.,
Prudential Multi-Sector Fund, Inc. and The Global Government Plus Fund, Inc.;
Trustee of Prudential Allocation Fund, Prudential Equity Income Fund and
Prudential Municipal Bond Fund.
</TABLE>
4
<PAGE>
<TABLE>
INFORMATION REGARDING DIRECTOR WHOSE TERM CONTINUES
<CAPTION>
Shares of
Common stock
Name, age, business experience owned on
during the past five years and other directorships Position with the Fund August 30, 1996(a)
-------------------------------------------------- ---------------------- ------------------
CLASS III (term expiring in 1997)
<S> <C> <C>
Thomas T. Mooney (54), President of the Greater Rochester Metro Chamber of Director 1,647
Commerce; former Rochester City Manager; Trustee of Center for Governmental
Research, Inc.; Director of Blue Cross of Rochester, Monroe County Water
Authority, Rochester Jobs, Inc., Executive Service Corps of Rochester, Monroe
County Industrial Development Corporation, Northeast Midwest Institute, The
Business Council of New York State, Global Utility Fund, Inc., Prudential
Distressed Securities Fund, Inc., Prudential Equity Fund, Inc., Prudential
Global Genesis Fund, Prudential Global Natural Resources, Inc., Prudential
Government Income Fund, Inc., Prudential Mortgage Income Fund, Inc., Prudential
Multi-Sector Fund, Inc., First Financial Fund, Inc., The Global Government Plus
Fund, Inc., The Global Total Return Fund, Inc. and The High Yield Plus Fund,
Inc.; Trustee of Prudential Allocation Fund, Prudential California Municipal
Fund, Prudential Equity Income Fund, Prudential Municipal Bond Fund and
Prudential Municipal Series Fund.
<FN>
- ------------------
* Indicates "interested person" of the Fund as defined in the Investment
Company Act of 1940, as amended ("1940 Act"). Mr. McCorkindale is deemed to
be an "interested person" by reason of limited partnership holdings in two
investment vehicles managed by an affiliate of the Investment Adviser.
(a) For this purpose, "beneficial ownership" is defined in the regulations under
Section 13(d) of the Securities Exchange Act of 1934 ("1934 Act"). The
information is based on statements furnished by Prudential Mutual Fund
Management, Inc. and the nominees.
</FN>
</TABLE>
The directors and officers of the Fund as a group (seven persons) owned
beneficially less than 1% of the outstanding shares of the Fund as of August 30,
1996. This includes shares shown with respect to current directors in the
tables above.
Under Section 16(a) of the 1934 Act, Section 30(f) of the 1940 Act and
Securities and Exchange Commission ("SEC") regulations thereunder, the Fund's
officers and directors, persons owning more than 10% of the Fund's common stock
and certain officers and partners of the Investment Adviser are required to
report their transactions in the Fund's common stock to the SEC, New York Stock
Exchange and the Fund. Based solely on the Fund's review of the copies of such
reports received by it, the Fund believes that, during its fiscal year ended
March 31, 1996, all filing requirements applicable to such persons were complied
with.
Board of Directors and Committee Meetings.
The Board of Directors met four times during the Fund's fiscal year ended
March 31, 1996, and each director, during the time he or she served, attended at
least 75% of the total number of meetings of the Board and of any committee of
which he or she was a member. The Board of Directors has an Audit Committee
currently composed of Messrs. Beach*, Dorsey and Mooney and Mmes. Smith and
Teeters. Mr. Beach is deemed to be an "interested person" of the Fund because he
is an officer of the Fund. The Audit Committee also reviews with the independent
public
5
<PAGE>
accountants the plan and results of the audit engagement and matters having a
material effect upon the Fund's financial operations. The Audit Committee met
twice during the fiscal year ended March 31, 1996. The Board of Directors does
not have a standing nominating or compensation committee.
Officers of the Fund
The officers of the Fund, other than as shown above who also serve as
directors, are:
Arthur J. Brown (age 47)-Secretary; Partner, Kirkpatrick & Lockhart LLP (law
firm). Kirkpatrick & Lockhart serves as counsel to the Fund and to Wellington
Management Company on certain matters.
Stephanie A. Djinis (age 32)-Assistant Secretary; Partner, Kirkpatrick &
Lockhart LLP.
Mr. Brown has held office since May 1, 1986. Ms. Djinis was appointed an
officer of the Fund on February 14, 1990. The officers of the Fund are elected
annually by the Board of Directors at its next meeting following the annual
meeting of stockholders.
Compensation of Directors
As recommended by the Advisory Group, the compensation paid to the Board
members will change. The Advisory Group has recommended that, initially, under
the new structure, each Board member who is not an officer or employee of the
Investment Adviser receive annual fees in the aggregate of $25,000 for this
Board cluster which also includes four other investment companies not subject to
this proxy statement. There will be no additional compensation for serving on
committees or for attending meetings. For the most part, on a Fund by Fund
basis, Directors' fees in the aggregate will not be higher than they are
currently. Board members will continue to be reimbursed for any expenses
incurred in attending meetings and for other incidental expenses. The annual
Board fees per Fund and per cluster are subject to the approval of the new
Boards upon their election. Shareholders are not being asked to vote on these
fees. Thereafter, annual Board fees may be reviewed periodically and changed by
each Fund's Board.
The table below includes certain information relating to the compensation
of the Fund's directors paid by the Fund for the fiscal year ended March 31,
1996, as well as information regarding compensation from the "Fund Complex," as
defined below, for the calendar year ended December 31, 1995.
<TABLE>
- ------------------------------------------------------------------------------------------------------------------------------------
Compensation Table
- ------------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
Pension or Total
Retirement Compensation
Benefits Estimated From the
Accrued as Annual Fund and
Aggregate Part of the Benefits the Fund
Compensation Fund's Upon Complex Paid
Name of Director From the Fund Expenses Retirement to Directors
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Edward D. Beach $8,000 NONE N/A $24,000(3)*
- ------------------------------------------------------------------------------------------------------------------------------------
Eugene C. Dorsey+ NONE NONE N/A 10,000(1)*
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas T. Mooney $9,500 NONE N/A 28,500(3)*
- ------------------------------------------------------------------------------------------------------------------------------------
Robin B. Smith+ $8,000 NONE N/A 34,000(4)*
- ------------------------------------------------------------------------------------------------------------------------------------
Nancy H. Teeters $8,000 NONE N/A 16,000(2)*
- ------------------------------------------------------------------------------------------------------------------------------------
<FN>
* Parenthetical indicates number of funds in the Fund Complex (including the
Fund) to which aggregate compensation relates.
+ All compensation from the Fund and Fund Complex for the calendar year ended
December 31, 1995 represents deferred compensation. Aggregate compensation for
that period from the Fund Complex, including accrued interest, amounted to
approximately, $11,355.09 for Mr. Dorsey and $38,639.35 for Ms. Smith. Ms.
Smith's compensation from the Fund for its fiscal year ended March 31, 1996,
including accrued interest, amounted to $8,615.71.
</FN>
</TABLE>
Directors must be elected by a vote of the holders of a majority of the
shares present at the Meeting in person or by proxy and entitled to vote
thereupon.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 1.
6
<PAGE>
CHANGES TO FUND'S FUNDAMENTAL INVESTMENT LIMITATION ON BORROWING
Proposal No. 2
At the May 9, 1996 meeting of the Fund's Board of Directors, the Investment
Adviser recommended that the Board approve changes to the Fund's investment
limitation on borrowing, subject to approval by the Fund's shareholders. The
Directors believe that the proposed limitation will provide the Investment
Adviser greater flexibility without materially affecting the Fund's current
investment practices.
As proposed to be amended, the Fund's fundamental investment limitation on
borrowing would provide as follows:
The Fund will not issue senior securities or borrow money, except as
permitted under the Investment Company Act of 1940 ("1940 Act"), and then
not in excess of 33-1/3% of its total assets (including the amount borrowed
but reduced by any liabilities not constituting senior securities), except
that the Fund may borrow up to an additional 5% of its total assets (not
including the amount borrowed) for temporary or emergency purposes.
Currently, the Fund may borrow an amount up to 10% of its total assets. The
purpose of this proposed investment limitation is to increase the Fund's
borrowing capability from 10% to 33-1/3% of the value of its total assets, under
normal circumstances, the maximum permitted under the Investment Company Act of
1940. Amendment of the current investment limitation, as proposed, is not
expected to affect the types of securities in which the Fund invests; however,
it will allow the Investment Adviser greater flexibility in the management of
the Fund's portfolio as well as its liquidity needs. One purpose for the
additional borrowing would be to enable the Fund to meet its cash dividend
payment obligations at year-end, which can be difficult to predict with
certainty in advance, without having to liquidate portfolio holdings. Such
flexibility would also allow the Fund to be able to take greater advantage of
investment opportunities in the marketplace and increase its exposure to
securities of the financial entities in which it primarily invests.
Additional leveraging of the Fund, however, creates additional investment
risks for the shareholders of the Fund. For example, leveraging has the effect
of exaggerating any increase or decrease in the value of the Fund's portfolio;
the costs of borrowing may and would likely exceed the income from the portfolio
securities purchased with the borrowed money; a decline in net asset value will
result if the investment performance of the additional securities purchased
fails to cover their cost to the Fund (including the cost of borrowing); a
decline in net asset value could affect the Fund's ability to make dividend
payments; a failure by the Fund to pay dividends or make distributions could
result in a failure by the Fund to qualify as a regulated investment company
under the Internal Revenue Code of 1986, as amended; and if the asset coverage
for the Fund's borrowings declines to less than 300% as a result of market
fluctuations or otherwise, the Fund may be required to sell a portion of its
investments when it may be disadvantageous to do so.
Taking into consideration these risks, as well as the potential benefits of
the revised limitations, the Board has determined that these changes to the
Fund's fundamental investment limitation on borrowing would enhance the
investment flexibility of the Investment Adviser and has recommended that they
be submitted to shareholders for approval.
Approval of this proposal requires the affirmative vote of a "majority of
the outstanding voting securities" of the Fund, which for this purpose means the
affirmative vote of the lesser of (1) more than 50% of the outstanding shares of
the Fund or (2) 67% or more of the shares of the Fund present at the meeting if
more than 50% of the outstanding shares of the Fund are represented at the
meeting in person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2
SELECTION OF INDEPENDENT ACCOUNTANTS
Proposal No. 3
The Board of Directors, including a majority of those directors who are not
interested persons (as such term is defined in the 1940 Act) of the Fund or the
Investment Adviser ("Independent Directors"), unanimously selected Deloitte &
Touche LLP as independent accountants for the Fund for the fiscal year ending
March 31, 1997. Such
7
<PAGE>
appointment is now subject to ratification or rejection by stockholders of the
Fund. In addition, as required by the 1940 Act, the vote of the Board of
Directors is subject to the right of the Fund, by the vote of a majority of its
outstanding voting securities (as such term is defined in the 1940 Act) to
terminate such engagement without penalty at any meeting called for the purposes
of voting thereon. Deloitte & Touche LLP has informed the Fund that it has no
material direct or indirect financial interest in the Fund. No representative of
Deloitte & Touche LLP is expected to be present at the Meeting.
The Fund's financial statements for the fiscal year ended March 31, 1996
were examined by Deloitte & Touche LLP as the Fund's independent public
accountants. The Audit Committee will review and approve services provided by
the independent accountants prior to their being rendered, and will report to
the Board of Directors concerning all such services after they have been
performed.
The affirmative vote of a majority of the shares present, in person or by
proxy, at the Meeting is required for ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 3.
OTHER MATTERS
No business, other than as set forth above is expected to come before the
Meeting. Should either of the nominees named above unexpectedly become
unavailable for election, or should any other matters requiring a vote of
stockholders properly come before the Meeting, the persons named in the enclosed
Proxy will vote thereon in accordance with their best judgment in the interests
of the Fund.
WELLINGTON MANAGEMENT COMPANY
Wellington Management Company, 75 State Street, Boston, Massachusetts 02109
is the Fund's Investment Adviser. The Investment Adviser is a Massachusetts
general partnership of which the following persons are managing partners: Robert
W. Doran, Duncan M. McFarland, and John R. Ryan. The Investment Adviser is a
professional investment counseling firm which provides investment services to
investment companies, employee benefit plans, endowment funds, foundations and
other institutions and individuals. As of March 31, 1996, the Investment Adviser
held discretionary investment authority over approximately $114 billion of
assets. The Investment Adviser and its predecessor organizations have provided
investment advisory services to investment companies since 1933 and to
investment counseling clients since 1960. The Investment Adviser is not
affiliated with the Administrator. Prudential Mutual Fund Management, Inc., the
Fund's Administrator, is located at One Seaport Plaza, New York, New York 10292.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the Fund's annual meeting
of stockholders in 1997 and desires to have the proposal included in the Fund's
proxy statement and form of proxy for that meeting, the stockholder must deliver
the proposal to the offices of the Fund at One Seaport Plaza, New York, New York
10292 by January 30, 1997.
Stockholder proposals that are submitted in a timely manner will not
necessarily be included in the Fund's proxy materials. Inclusion of such
proposals is subject to limitation under the federal securities laws.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at One Seaport Plaza, New York, New York 10292,
whether other persons are beneficial owners of shares for which Proxies are
being solicited and if so, the number of copies of the Proxy Statement you wish
to receive in order to supply copies to the beneficial owners of shares.
By Order of the Board of Directors,
ARTHUR J. BROWN
Secretary
Dated: September 6, 1996
8
<PAGE>
(Left Column)
- -------------------------
First Financial Fund, Inc.
Proxy
Statement
(Right Column)
First
Financial
Fund, Inc.
Notice of
Annual Meeting
to be held on
October 30, 1996
and
Proxy Statement
<PAGE>
PROXY
FIRST FINANCIAL FUND, INC.
One Seaport Plaza
New York, New York 10292
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Edward D. Beach and Arthur J. Brown as Proxies,
each with the power of substitution, and hereby authorizes each of them, to
represent and vote, as designated on the reverse side of this card, all the
shares of common stock of First Financial Fund, Inc. (the Fund) held of record
on August 16, 1996 at the Annual Meeting of Shareholders to be held on October
30, 1996, or any adjournment thereof.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- --------------------------------------
- ---------------------------------- --------------------------------------
- ---------------------------------- --------------------------------------
PROXY
FIRST FINANCIAL FUND, INC.
One Seaport Plaza
New York, New York 10292
This Proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Edward D. Beach and Arthur J. Brown as Proxies,
each with the power of substitution, and hereby authorizes each of them, to
represent and vote, as designated on the reverse side of this card, all the
shares of common stock of First Financial Fund, Inc. (the Fund) held of record
on August 16, 1996 at the Annual Meeting of Shareholders to be held on October
30, 1996, or any adjournment thereof.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------------- --------------------------------------
- ---------------------------------- --------------------------------------
- ---------------------------------- --------------------------------------
<PAGE>
(Left Column)
- --
X PLEASE MARK VOTES
- -- AS IN THIS EXAMPLE
FIRST FINANCIAL
FUND, INC.
This Proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted for
Proposals 1, 2, 3 and 4.
---------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
(Right Column)
The Board of Directors recommends a vote "FOR" each of the nominees and "FOR"
each of the following Proposals:
With- For All
For hold Except
1. ELECTION OF DIRECTORS ----- ----- -----
Nominees:
----- ----- -----
Eugene C. Dorsey and Douglas H. McCorkindale
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominees name. Your shares will be
voted for the remaining nominee(s).
For Against Abstain
2. To approve a change to the Fund's ----- ----- -----
fundamental investment limitation on
borrowing: ----- ----- -----
For Against Abstain
3. To ratify the selection of Deloitte & Touche ----- ----- -----
LLP as independent public accountants for
the fiscal year ending March 31, 1997. ----- ----- -----
4. To consider and act upon such other business ----- ----- -----
as may properly come before the meeting and
any adjournments thereof. ----- ----- -----
Mark box at right if comments or address change have been -----
noted on the reverse side of this card.
-----
RECORD DATE SHARES:
(Left Column)
- --
X PLEASE MARK VOTES
- -- AS IN THIS EXAMPLE
FIRST FINANCIAL
FUND, INC.
This Proxy, when properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted for
Proposals 1, 2, 3 and 4.
---------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
Shareholder sign here Co-owner sign here
- --------------------------------------------------------------------------------
(Right Column)
The Board of Directors recommends a vote "FOR" each of the nominees and "FOR"
each of the following Proposals:
With- For All
For hold Except
1. ELECTION OF DIRECTORS ----- ----- -----
Nominees:
----- ----- -----
Eugene C. Dorsey and Douglas H. McCorkindale
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominees name. Your shares will be
voted for the remaining nominee(s).
For Against Abstain
2. To approve a change to the Fund's ----- ----- -----
fundamental investment limitation on
borrowing: ----- ----- -----
For Against Abstain
3. To ratify the selection of Deloitte & Touche ----- ----- -----
LLP as independent public accountants for
the fiscal year ending March 31, 1997. ----- ----- -----
4. To consider and act upon such other business ----- ----- -----
as may properly come before the meeting and
any adjournments thereof. ----- ----- -----
Mark box at right if comments or address change have been -----
noted on the reverse side of this card.
-----
RECORD DATE SHARES:
<PAGE>
Kirkpatrick & Lockhart
1800 Massachusetts Avenue, N.W.
Second Floor
Washington, D.C. 20036
(202) 778-9252
August 27, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, NW
Washington, DC 20549-1004
Attention: Filing Desk - Stop 1-4
Re: Preliminary Proxy Materials
First Financial Fund, Inc.
---------------------------
Commissioners:
Enclosed for filing is a Preliminary Proxy Statement and
Proxy Card for the Annual Meeting of Stockholders of First
Financial Fund, Inc. The meeting will be held on October 30,
1996. It is anticipated that these materials will first be
mailed to shareholders on or about September 7, 1996.
Please call me at 202/778-9252 if you have any questions
regarding this filing.
Please acknowledge acceptance of this filing via CompuServe
electronic mail.
Sincerely yours,
Stephanie A. Djinis
Enclosures
cc: Robert Nisi
Arthur J. Brown, Esq.
