SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.___)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule 14a-
6(e)(2)
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Worldwide Value Fund, Inc.
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(2) or Item 22(a)(2)
of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[X] 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: $125.00
2) Form, Schedule or Registration Statement No.: DEF 14A
3) Filing Party: Registrant
4) Date Filed: 03/01/96
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WORLDWIDE VALUE FUND, INC.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
The undersigned, revoking any previous proxies, hereby appoint(s) Edmund
J. Cashman, Jr. and Marie K. Karpinski, or any one or more of them,
attorneys, with full power of substitution, to vote all shares of
Worldwide Value Fund, Inc. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund to be held at the office
of the Fund at 111 South Calvert Street, 20th Floor, Baltimore,
Maryland, on April 25, 1996 at 10:00 a.m. and at any adjournments
thereof. All powers may be exercised by a majority of said proxy holders
or substitutes voting or acting or, if only one votes and acts, then by
that one. This proxy shall be voted on the proposals described in the
Proxy Statement as specified in the spaces on the reverse side of this
card. Receipt of the Notice of the Meeting and the accompanying Proxy
Statement is hereby acknowledged.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made on
Proposal 1 or if the box marked "FOR ALL EXCEPT" is marked but no names
of the nominees are struck through, this proxy will be voted "FOR"
Proposal 1. Likewise, if no direction is made on Proposals 2, 3 and 4,
this proxy will be voted "AGAINST" proposal 3 and "FOR" proposals 2 and
4.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Trustees and other
fiduciaries should indicate the capacity in which they sign, and where
more than one name appears, a majority must sign. If a corporation, this
signature should be that of an authorized officer who should state his
or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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DETACH CARD DETACH CARD
WORLDWIDE VALUE FUND, INC.
Dear Shareholder:
The attached proxy card for Worldwide Value Fund, Inc. replaces the proxy
card you received recently ("old card"). Proposals 2 and 3 on the
old card were not printed in the same order as the proxy statement and we
are concerned this may create some confusion for our shareholders.
The proxy statement order of proposals is:
(1) To elect nine directors to serve until their successors are elected and
qualified.
(2) To ratify the selection of Coopers & Lybrand L.L.P. as the Fund's
independent accountants for the fiscal year ending December 31, 1996.
(3) To act as a shareholder proposal recommending that the directors consider
converting the Fund from a closed-end to an open-end fund.
(4) To transact such other business as may properly come before the meeting or
any adjournments thereof.
The order of proposals on the attached card is now consistent with the proxy
statement outlined above. Votes submitted on the old card are valid. However,
please re-vote if you have any concern that you may have voted incorrectly
on the old card. If you have not voted, please use the enclosed card
and discard the old one. A postage-paid envelope is enclosed for your
convenience.
We regret any inconvenience this may have caused you. If you have any
questions about this proxy statement or card, please call Shareholder
Communications Corporation, our proxy solicitors, at 1-800-738-8481 ext. 422.
Thank you very much for your cooperation.
Worldwide Value Fund, Inc.
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1) To elect the nine nominees specified [ ] [ ] [ ]
below as Directors:
A. John W. Campbell; Edmund J. Cashman, Jr.;
Henri Deegenaar; Walter A. Eberstadt;
Ian F.H. Grant; Lawrence W. Harris, III;
Robert H.C. Van Maasdijk; Charles J. Swindells;
Prinz Wolfgang E. Ysenberg
If you do not wish your shares voted "FOR" a particular
nominee, mark the "FOR ALL EXCEPT" box and strike a
line through the nominee(s) name. Your shares will be
voted for the remaining nominee(s).
For Against Abstain
2.) To ratify the selection of [ ] [ ] [ ]
Coopers & Lybrand LLP, as
independent public accountants
of the Fund for the fiscal year
ending December 31, 1996.
3.) To act on a shareholder [ ] [ ] [ ]
proposal recommending that the
Directors consider converting
the Fund from a closed-end to
an open-end fund.
4.) In their discretion, such [ ] [ ] [ ]
other matters as may properly
come before the meeting or any
adjournments thereof.
Please be sure to sign Date Mark box at right if comments [ ]
and date this Proxy. or address change have been
noted on the reverse side of
this card.
RECORD DATE SHARES:
Shareholder sign here Co-owner sign here
