FIRST FINANCIAL FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------
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 August 24, 2000
at 10:00 a.m. at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102 for the following purposes:
(1) To elect one director to serve until 2002 and two directors to serve
until 2003;
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending March 31,
2001; and
(3) 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 May 24,
2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By order of the Board of Directors,
/s/ ARTHUR J. BROWN
-------------------
ARTHUR J. BROWN
SECRETARY
Dated: June 5, 2000
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YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
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. YOU MAY ALSO VOTE YOUR SHARES BY TELEPHONE OR THROUGH A WEB SITE
ESTABLISHED FOR THAT PURPOSE BY FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED PROXY
INSERT.
TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN VOTING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
--------------------------------------------------------------------------------
<PAGE>
FIRST FINANCIAL FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
------------------
PROXY STATEMENT
------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 24, 2000
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 stockholder votes by proxy ("Proxies") to be voted at the Annual
Meeting of Stockholders ("Meeting") to be held on August 24, 2000 at 10:00 a.m.
at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102. 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 director, "FOR" the ratification of the selection
of the named independent accountants and "FOR" or "AGAINST" any other matters
acted upon at the Meeting in the discretion of the persons named as proxies.
The close of business on May 24, 2000 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 24,628,776 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 June 9, 2000.
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 in person by regular
employees of Prudential Investments Fund Management LLC, 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, the Fund may retain
Shareholder Communications Corporation, a proxy solicitation firm, at a cost of
approximately $40,000 to solicit stockholders on behalf of the Fund.
The presence at the Meeting, in person or by proxy, of stockholders
entitled to cast 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
1
<PAGE>
adjournments 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.
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, however, will have no effect on
proposals where the required vote is a set percentage of the Fund's outstanding
shares.
Except as set forth below, as of the record date, the Fund does not know of
any other person who owns beneficially 5% or more of the outstanding shares of
the Fund:
Ernest Horejsi Trust No. 1B, 122 S. Phillips Ave., Suite 220, Sioux Falls,
S.D. 57104, owning 1,795,100 shares, representing 7.29% of the Fund's
outstanding shares.+
Lola Brown Trust No. 1B, 122 S. Phillips Ave., Suite 220, Sioux Falls, S.D.
57104, owning 1,922,200 shares, representing 7.81% of the Fund's outstanding
shares.+
Mildred B. Horejsi Trust, 122 S. Phillips Ave., Suite 220, Sioux Falls,
S.D. 57104, owning 1,922,200 shares, representing 7.81% of the Fund's
outstanding shares.+
Stewart R. Horejsi Trust No. 2, 122 S. Phillips Ave., Suite 220, Sioux
Falls, S.D. 57104, owning 269,700 shares, representing 1.10% of the Fund's
outstanding shares.+
+ This information is based solely on a combined Schedule 13D filed on May 15,
2000, reporting holdings as of May 12, 2000, with Stewart R. Horejsi
("Horejsi") reporting aggregate holdings of 24.01% of the Fund's shares as of
May 12, 2000, and indicating that, because of the relationships between
Horejsi and the entities, Horejsi may be deemed to share beneficial ownership
of all such shares.
STOCKHOLDERS MAY OBTAIN A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT BY
CALLING EQUISERVE, L.P. TOLL-FREE AT (800) 451-6788.
ELECTION OF DIRECTORS
PROPOSAL NO. 1
The Board of Directors is divided into three classes with each class
serving for a term of three years and until their successors are elected and
qualified. The classification of the Fund's directors helps to promote the
continuity and stability of the Fund's management and policies because the
majority of the directors at any given time will have prior experience as
directors of the Fund. At least two stockholder meetings, instead of one, are
required to effect a change in a majority of the directors, except in the event
of vacancies resulting from removal for cause or other reasons, in which case
the remaining directors may fill the vacancies so created.
The current Class II director, Mr. Mooney, has a term expiring in 2000. The
Board voted to nominate Mr. Mooney to another term as Class II director. At its
May 2000 meeting, the Board of Directors also voted unanimously to expand its
membership by one member (from four directors to five) and nominated Mr. Clay T.
2
<PAGE>
Whitehead for election to the Board as a second Class II director at the
Meeting. The increase in the size of the Board and the nomination of Mr.
Whitehead as nominee to serve as a director are designed to enhance the
effective governance of the Fund. The Board believes that Mr. Whitehead's
significant experience as an independent director of registered investment
companies and extensive business experience will benefit the Fund and its
stockholders.
Finally, the Board of Directors is asking stockholders to elect an
incumbent Class I director, Mr. LaBlanc, at the Meeting. In November 1999, the
Board voted unanimously to expand its membership by one (from three directors to
four) and to appoint Mr. LaBlanc to fill the vacancy so created. Although Mr.
LaBlanc's term does not expire until 2002, the Board believes that Fund
stockholders should have the opportunity to consider the election of Mr. LaBlanc
at the Meeting. Mr. LaBlanc also has significant experience serving as an
independent director of registered investment companies and in business. The
Fund's other Class I director, Mr. Dorsey, was elected by stockholders at the
1999 annual meeting and, thus, has not been nominated for election at the
Meeting.
It is the intention of the persons named in the enclosed form of Proxy to
vote in favor of the election of Messrs. LaBlanc, Mooney and Whitehead as
nominees for director. Messrs. LaBlanc, Mooney and Whitehead have consented to
be named in this Proxy Statement and to serve as directors if elected. The Board
of Directors has no reason to believe that a nominee will become unavailable for
election as a director, but if that should occur before the Meeting, the Proxies
will be voted for such other nominee as the Board of Directors may recommend.
None of the directors is related to one another. The following tables set
forth certain information regarding each of the directors of the Fund. Unless
otherwise noted, each of the directors has engaged in the principal occupation
listed in the following table for five years or more.
3
<PAGE>
INFORMATION REGARDING NOMINEE
FOR ELECTION AT 2000 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 MAY 24, 2000(a)
-------------------------------------------------- ---------------------- ---------------
<S> <C> <C>
CLASS II (TERM EXPIRING IN 2003, IF ELECTED)
* Thomas T. Mooney (58) Director (since 1986). President of the President, Treasurer 3,266
Greater Rochester Metro Chamber of Commerce (since 1976); former and Director
Rochester City Manager (during 1973); Trustee of Center for
Governmental Research, Inc.; Director of Blue Cross of Rochester,
Executive Service Corps of Rochester, Monroe County Water Authority,
Monroe County Industrial Development Corporation, Prudential
Distressed Securities Fund, Inc., Prudential Diversified Bond Fund,
Inc., Prudential Emerging Growth Fund, Inc., Prudential Equity Fund,
Inc., Prudential Global Limited Maturity Fund, Inc., Prudential
Government Income Fund, Inc., Prudential High Yield Fund, Inc.,
Prudential High Yield Total Return Fund, Inc., Prudential
Intermediate Global Income Fund, Inc., Prudential International Bond
Fund, Inc., The Prudential Investment Portfolios, Inc., Prudential
National Municipals Fund, Inc., Prudential Sector Funds, Inc.,
Prudential Small-Cap Quantum Fund, Inc., Prudential Small Company
Value Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Prudential Global Total Return Fund, Inc., The High Yield Income
Fund, Inc., Global Utility Fund, Inc.; President, Director and
Treasurer of The High Yield Plus Fund, Inc.; Trustee of Prudential
20/20 Focus Fund, Prudential Balanced Fund, Prudential California
Municipal Fund, Prudential Diversified Funds, Prudential Equity
Income Fund, Prudential Government Securities Trust, Prudential
Index Series Fund, Prudential Mid-Cap Value Fund, Prudential
Municipal Bond Fund, Prudential Municipal Series Fund, Prudential
Real Estate Securities Fund, Prudential Tax-Managed Equity Fund,
Strategic Partners Series, Target Funds and The Target Portfolio
Trust.
Clay T. Whitehead (61), President of Clay Whitehead Associates Nominee 0
(telecommunications) (since 1987) and National Exchange Inc. (new
business development firm) (since May 1983); Director of GTC
Telecom, Inc. (telecommunications), Crosswalk.com, Prudential
Distressed Securities Fund, Inc., Prudential Emerging Growth Fund,
Inc., Prudential Equity Fund, Inc., Prudential Europe Growth Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Global
Limited Maturity Fund, Inc., Prudential Global Total Return Fund,
Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential Intermediate Global Income Fund, Inc., Prudential
International Bond Fund, Inc., Prudential MoneyMart Assets, Inc.,
Prudential Natural Resources Fund, Inc.,
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND MAY 24, 2000(a)
-------------------------------------------------- ---------------------- ---------------
<S> <C> <C>
CLASS II (TERM EXPIRING IN 2003, IF ELECTED) (CONTINUED)
Prudential Pacific Growth Fund, Inc., Prudential Sector Funds,
Inc., Prudential Small-Cap Quantum Fund, Inc., Prudential Small
Company Value Fund, Inc., Prudential Special Money Market Fund,
Inc., Prudential Tax-Free Money Fund, Inc., Prudential World Fund,
Inc., Global Utility Fund, Inc. and The Prudential Investment
Portfolios, Inc.; Trustee of Cash Accumulation Trust, Command
Government Fund, Command Money Fund, Command Tax-Free Fund,
Prudential Balanced Fund, Prudential Developing Markets Fund,
Prudential Equity Income Fund, Prudential Index Series Fund,
Prudential Mid-Cap Value Fund, Prudential Real Estate Securities
Fund, Prudential Tax-Managed Equity Fund, Prudential Diversified
Funds, Prudential 20/20 Focus Fund, Strategic Partners Series, and
Target Funds.
CLASS I (TERM EXPIRING IN 2002)
Robert E. LaBlanc (66), Director (since 1999). President of Robert E. Director 0
LaBlanc Associates, Inc. (telecommunications) (since 1981);
formerly Vice Chairman of Continental Telecom, Inc. (1979-1981);
formerly General Partner at Salomon Brothers (1969-1979); Director
of Salient 3 Communications, Inc. (telecommunications), Storage
Technology, Inc. (computer equipment), Titan Corporation
(electronics), The Tribune Company (media), Chartered Semiconductor
Manufacturing, Ltd. (semiconductors), The High Yield Plus Fund,
Inc., Global Utility Fund, Inc., Prudential Europe Growth Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential
Institutional Liquidity Portfolio, Inc., Prudential MoneyMart
Assets, Inc., Prudential Natural Resources Fund, Inc., Prudential
Pacific Growth Fund, Inc., Prudential Special Money Market Fund,
Inc., Prudential Tax-Free Money Fund, Inc. and Prudential World
Fund, Inc.; Trustee of Cash Accumulation Trust, Command Government
Fund, Command Money Fund, Command Tax-Free Fund, Prudential
Developing Markets Fund, Prudential Diversified Funds, Strategic
Partners Series, Target Funds and Manhattan College.
</TABLE>
5
<PAGE>
INFORMATION REGARDING DIRECTORS
WHOSE CURRENT TERMS CONTINUE
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND MAY 24, 2000(a)
-------------------------------------------------- ---------------------- ---------------
<S> <C> <C>
CLASS I (TERM EXPIRING IN 2002)
Eugene C. Dorsey (73), Director (since 1996). Retired President, Director 613
Chief Executive Officer and Trustee, Gannett Foundation (now
Freedom Forum) (1981-1989); former publisher, four Gannett
newspapers and Vice President of Gannett Co. Inc. (1978-1981); past
Chairman, Independent Sector, Washington, D.C. (national coalition
of philanthropic organizations) (1989-1992); former Chairman of the
American Council for the Arts; former Director, Advisory Board of
Chase Manhattan Bank of Rochester; Director, The High Yield Plus
Fund, Inc., Prudential Diversified Bond Fund, Inc., Prudential
Government Income Fund, Inc., Prudential High Yield Fund, Inc.,
Prudential High Yield Total Return Fund, Inc., Prudential National
Municipals Fund, Inc., Prudential Structured Maturity Fund, Inc.,
Global Utility Fund, Inc.; Trustee, Strategic Partners Series, The
Target Portfolio Trust, Target Funds, Prudential Municipal Bond
Fund, Prudential Diversified Funds, Prudential Government
Securities Trust, Prudential Municipal Series Fund and Prudential
California Municipal Fund.
CLASS III (TERM EXPIRING IN 2001)
Douglas H. McCorkindale (61), Director (since 1996). President and Director 0
CEO of Gannett Co, Inc. (publishing and media) (since January
2000); previously President of Gannett Co. (1997-1999) and Vice
Chairman (1984-1997) of Gannett Co., Inc.; Director of Gannett Co.,
Inc., Global Crossing Limited (telecommunications), Continental
Airlines, Inc., Mutual Insurance Company, Ltd., The High Yield Plus
Fund, Inc., Global Utility Fund, 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, Prudential
Municipal Bond Fund, Strategic Partners Series, Target Funds, The
Target Portfolio Trust and Prudential Diversified Funds.
</TABLE>
-------------
* Indicates "interested person" of the Fund as defined in the Investment
Company Act of 1940, as amended ("1940 Act"). Mr. Mooney is deemed to be an
"interested person" by reason of his service as an officer of the Fund.
(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 the Administrator and the
nominee.
The directors and officers of the Fund as a group (six persons) owned
beneficially less than 1% of the outstanding shares of the Fund as of May 24,
2000. This includes shares shown with respect to current directors in the tables
above.
6
<PAGE>
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 Wellington Management Company, LLP, the
Fund's investment adviser ("Investment Adviser"), are required to report their
transactions in the Fund's common stock to the SEC, the 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,
2000, all filing requirements applicable to such persons were complied with.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS.
The Board of Directors met seven times during the Fund's fiscal year ended
March 31, 2000, 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. Dorsey, LaBlanc and McCorkindale. The Audit
Committee reviews with the independent public 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 once during the fiscal year ended
March 31, 2000. The Board of Directors does not have a standing nominating or
compensation committee.
EXECUTIVE OFFICERS OF THE FUND.
The officers of the Fund, other than those shown above who also serve as
directors, are:
Arthur J. Brown (age 51)-Secretary; Partner, Kirkpatrick & Lockhart LLP
(law firm). Kirkpatrick & Lockhart serves as counsel to the Fund.
R. Charles Miller (age 42)-Assistant Secretary; Partner, Kirkpatrick &
Lockhart LLP (law firm). Kirkpatrick & Lockhart serves as counsel to the Fund.
Mr. Brown has held office since May 1, 1986; Mr. Miller has held office
since May 26, 1999. The officers of the Fund are elected annually by the Board
of Directors at its regular meeting immediately preceding the annual meeting of
stockholders.
COMPENSATION OF DIRECTORS.
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,
2000 as well as information regarding compensation from the "Fund Complex," as
defined below, for the calendar year ended December 31, 1999. No additional
compensation is paid to Board members for serving on committees or for attending
meetings. Board members are reimbursed for any expenses incurred in attending
meetings and for other incidental expenses. Annual Board fees may be reviewed
periodically and changed by each Fund's Board.
7
<PAGE>
--------------------------------------------------------------------------------
COMPENSATION TABLE
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
Eugene C. Dorsey+ $4,500 N/A N/A $26,875(5)*
--------------------------------------------------------------------------------
Robert E. LaBlanc $4,500 N/A N/A $11,050(5)*
--------------------------------------------------------------------------------
Douglas H. McCorkind $4,500 N/A N/A $26,050(5)*
--------------------------------------------------------------------------------
Thomas T. Mooney $4,500 N/A N/A $27,650(5)*
--------------------------------------------------------------------------------
Clay T. Whitehead $0 N/A N/A $11,050(5)*
--------------------------------------------------------------------------------
* Parenthetical indicates number of funds (including the Fund) in the Fund
complex, comprised of five investment companies, to which aggregate
compensation relates.
+ All compensation from the Fund and Fund Complex for the calendar year ended
December 31, 1999 represents deferred compensation. Mr. Dorsey received
aggregate compensation for that period from the Fund and the Fund Complex,
including accrued interest, in the amounts of $5,495 and $32,204,
respectively.
Directors must be elected by a vote of a majority of the outstanding voting
shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 1.
SELECTION OF INDEPENDENT ACCOUNTANTS
PROPOSAL NO. 2
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"), selected PricewaterhouseCoopers
LLP to continue to serve as the independent accountants for the Fund for the
current fiscal year, ending March 31, 2001. Such selection 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.
PricewaterhouseCoopers LLP currently serves as the Fund's independent
accountants, and has audited the Fund's financial statements for the last
several fiscal years. PricewaterhouseCoopers LLP has informed the Fund that it
has no material direct or indirect financial interest in the Fund. No
representative of PricewaterhouseCoopers LLP is expected to be present at the
Meeting. 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.
An affirmative vote of a majority of the shares present, in person or by
proxy, at the Meeting is required for ratification.
8
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2.
OTHER MATTERS
No business, other than as set forth above, is expected to come before the
Meeting. 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, LLP
Wellington Management Company, LLP, 75 State Street, Boston, Massachusetts
02109, is the Fund's Investment Adviser. The Investment Adviser is a
Massachusetts limited liability partnership of which the following persons are
managing partners: Laurie Gabriel, 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, 2000,
the Investment Adviser held discretionary investment authority over
approximately $248 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 Investments Fund
Management LLC, the Fund's Administrator, is located at Gateway Center Three,
100 Mulberry Street, Newark, New Jersey 07102.
STOCKHOLDER PROPOSALS
The Fund's By-Laws require stockholders wishing to nominate directors or
make proposals to be voted on at the Fund's annual meeting to provide notice to
the Secretary of the Fund at least 90 days in advance of the anniversary of the
date that the Fund's Proxy Statement for its previous year's annual meeting was
first released to stockholders. Accordingly, if a stockholder intends to present
a proposal at the Fund's annual meeting of stockholders in 2001 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 Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102 by
March 11, 2001. The notice must contain information sufficient to identify the
nominee(s) or proposal and to establish that the stockholder beneficially owns
shares that would be entitled to vote on the nomination or proposal. Stockholder
proposals that are submitted in a timely manner will not necessarily be included
in the Fund's proxy materials. Inclusion of such proposal is subject to
limitation under the federal securities laws. Stockholders proposals not
received by March 11, 2001 will not be considered "timely" within the meaning of
Rule 14a-4(c) of the Securities Exchange Act of 1934.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at Gateway Center Three, 100 Mulberry Street,
Newark, New Jersey 07102, 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 such beneficial
owners of shares.
By order of the Board of Directors,
/s/ ARTHUR J. BROWN
-------------------
ARTHUR J. BROWN
SECRETARY
Dated: June 5, 2000
9
<PAGE>
===================================
FIRST FINANCIAL FUND, INC.
FIRST
FINANCIAL
FUND, INC
================================
NOTICE OF
PROXY STATEMENT ANNUAL MEETING
TO BE HELD ON
AUGUST 24, 2000
AND
PROXY STATEMENT
<PAGE>
PROXY
FIRST FINANCIAL FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David F. Connor and Arthur J. Brown as Proxies,
each with the power of substitution, and hereby authorizes each of them to
represent and to 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 May 24, 2000 at the Annual Meeting of Stockholders to be held on August 24,
2000, or any adjournment thereof.
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
ALL PROPOSALS.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as executor, administrator, attorney, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer, giving full title. If a partnership,
please sign in partnership name by an authorized person, giving full title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
<PAGE>
___
X PLEASE MARK VOTES AS IN
--- THIS EXAMPLE
--------------------------------------------------------------------------------
FIRST FINANCIAL FUND, INC.
--------------------------------------------------------------------------------
CONTROL NUMBER:
RECORD DATE SHARES:
-----------
Please be sure to sign and date this Proxy. Date
---------------------------------------------------------
Stockholder sign here Co-owner sign here
---------------------------------------------------------
The Board of Directors recommends a vote "FOR" the following Proposals:
For All With- For All
Nominees hold Except
1. Election of Directors.
Nominees:
Class II: Thomas T. Mooney _ _ _
Clay T. Whitehead
Class I : Robert E. LaBlanc
Instructions: To withhold vote for any
individual nominee, mark the "For All
Except" box and strike a line through the
name of the nominee. Your shares will be
voted for the remaining nominee(s).
For Against Abstain
2. To ratify the selection of _ _ _
PricewaterhouseCoopers LLP as
independent public accountants
for the fiscal year ending
March 31, 2001.
For Against Abstain
3. To consider and act upon _ _ _
such other business as may
properly come before the
meeting and any adjournments
thereof.
Mark box at right if an _
address change or comment
has been noted on the
reverse side of this card.
VOTE BY TELEPHONE
It's fast, convenient, and immediate!
Call Toll-Free on a Touch-Tone Phone
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Call the toll-free number 1-877-PRX-VOTE (1-877-779-8683).
There is NO CHARGE for this call.
3. Enter your Control Number located on your Proxy Card.
4. Follow the recorded instructions.
Your vote is important! Call 1-877-PRX-VOTE anytime!
VOTE BY INTERNET
It's fast, convenient, and your vote is immediately confirmed and posted.
Follow these four easy steps:
1. Read the accompanying Proxy Statement and Proxy Card.
2. Go to the Website http://www.eproxyvote.com/ff
3. Enter your Control Number located on your Proxy Card.
4. Follow the instructions provided.
Your vote is important!
Go to Http://www.eproxyvote.com/ff anytime!
DO NOT RETURN YOUR PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR INTERNET.
<PAGE>
[GRAPHIC OMITTED] 1800 Massachusetts Avenue, NW
Second Floor
KIRKPATRICK & LOCKHART LLP Washington, DC 20036-1800
202.778.9000
www.kl.com
June 9, 2000
VIA EDGAR
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: First Financial Fund, Inc.
File Nos. 33-33320, 811-04605
Definitive Proxy Statement
--------------------------
Dear Sir or Madam:
On behalf of First Financial Fund, Inc. (the "Fund"), transmitted
herewith for filing pursuant to Rule 14a-6 under the Securities Exchange Act of
1934, is the Definitive Proxy Statement to be used in connection with the annual
meeting of the stockholders of the Fund to be held August 24, 2000. The
Definitive Proxy Statement consists of a notice of meeting, the proxy statement
and form of proxy. The Proxy Statement will be mailed to the Fund's shareholders
on or about June 9, 2000.
The Meeting will be held to consider the following items of business:
(1) To elect one director to serve until 2002 and two directors to
serve until 2003;
(2) To ratify the selection of PricewaterhouseCoopers LLP as
independent public accountants of the Fund for the fiscal year
ending March 31, 2001; and
(3) To consider and act upon any other business as may properly come
before the Annual Meeting or any adjournment thereof.
If you have any questions or comments regarding the foregoing, please
contact the undersigned at (202)778-9046.
Sincerely,
/s/ Arthur J. Brown
-------------------
Arthur J. Brown
Enclosures
