SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE ASIA PACIFIC FUND, INC.
................................................................................
(Name of Registrant as Specified In Its Charter)
................................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
.................................................................
2) Aggregate number of securities to which transaction applies:
.................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid: ................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the form or schedule and the date of its filing.
1) Amount previously paid:
.................................................................
2) Form, Schedule or Registration Statement no.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------
To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The Asia
Pacific Fund, Inc. (the Fund) will be held on July 10, 1997, at 11:00 a.m., at
the offices of Sullivan & Cromwell, 125 Broad Street-26th Floor, New York, New
York 10004, for the following purposes:
1. To elect three Directors.
2. To ratify the selection of Deloitte & Touche LLP as
independent public accountants of the Fund for the fiscal year ending
March 31, 1998.
3. To consider a stockholder proposal requesting the Board of
Directors to take action to liquidate the Fund.
4. To consider and act upon any other business as may properly
come before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on June 2, 1997 as
the record date for the determination of stockholders entitled to vote at the
Meeting or any adjournment thereof.
S. Jane Rose
Secretary
Dated: June 10, 1997
- --------------------------------------------------------------------------------
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
<PAGE>
THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
---------------
PROXY STATEMENT
---------------
This Proxy Statement is furnished by the Board of Directors of The Asia
Pacific Fund, Inc. (the Fund) in connection with its solicitation of proxies for
use at the Annual Meeting of Stockholders to be held on July 10, 1997 (the
Meeting) at 11:00 a.m., at the offices of Sullivan & Cromwell, 125 Broad
Street-26th Floor, New York, New York 10004. The purpose of the Meeting and the
matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting.
The most recent annual report for the Fund preceded, or for the Fund's
newest stockholders, will accompany, the mailing of this Proxy Statement.
If the accompanying 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. However, if no instructions are specified, shares
will be voted for the election of Directors, in accordance with the
recommendation of the Board of Directors as to all other proposals, and if any
other business is presented at the Meeting, in the best judgment of the persons
named as Proxies. A proxy may be revoked at any time prior to the time it is
voted by written notice to the Secretary of the Fund or by attendance at the
Meeting.
If 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
the Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting or represented by Proxy. When voting on a proposed adjournment, the
persons named as Proxies will vote for the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed to
disapprove the item, in which case such shares will be voted against the
proposed adjournment.
If a proxy that is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary power), the shares represented thereby will be considered
not to be present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business, and be deemed not cast, with respect to
such proposal. If no instructions are received by the broker or nominee with
reference to routine matters, the shares represented thereby may be considered
for purposes of determining the existence of a quorum for the transaction of
business, and will be deemed cast, with respect to such routine matters. Also, a
properly executed and returned proxy marked with an abstention will be
considered present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business. However, abstentions and broker
"non-votes" do not constitute a vote "for" or "against" the matter, but have the
effect of a negative vote on matters which require approval by a requisite
percentage of the outstanding shares.
The close of business on June 2, 1997 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 18,903,279 shares of Common Stock
outstanding and entitled to vote. As of June 2, 1997, the only holders of more
than 5% of the outstanding shares of the Fund were Cede & Co. Fast, P.O. Box 20,
Bowling Green Station, New York, NY 10274-0020, which held, solely of record and
not beneficially, 17,557,882 shares of the Fund which represented approximately
92.9% of the shares of the Fund then outstanding. 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 will first be mailed to stockholders of record on or
about June 10, 1997.
1
<PAGE>
The expense of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of Prudential
Investments Fund Management LLC (PIFM). In addition, the Fund's Board of
Directors has authorized management to retain a proxy solicitation firm to
assist in the solicitation of proxies for the Meeting. Management has selected
Shareholder Communications Corporation as the proxy solicitation firm (the Proxy
Solicitation Firm). The cost of solicitation by the Proxy Solicitation Firm is
not expected to exceed $50,000 in fees and expenses (exclusive of postage and
printing costs) and will be borne by the Fund.
The Investment Manager of the Fund is Baring International Investment (Far
East) Limited, 1901 Edinburgh Tower, 15 Queens Road Central, Hong Kong, and the
Administrator of the Fund is Prudential Investments Fund Management LLC, Gateway
Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.
ELECTION OF DIRECTORS
(Proposal No. 1)
The Fund's By-Laws provide that the Board of Directors is divided into three
classes of Directors, as nearly equal in number as possible. Each Director
serves for a term of three years, with one class being elected each year. Each
year the term of office of one class will expire.
At the Meeting, three Class II Directors will be elected to serve for the
ensuing three years, ending in 2000, and until their successors have been
elected and qualified. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of Messrs. Burns, Hsu and Scholfield (the
nominees). Each of the nominees has consented to be named in this Proxy
Statement and to serve as a Director if elected. Each of the Class II nominees
is currently a Class II Director of the Fund and has previously been elected by
stockholders. The Board of Directors has no reason to believe that any of the
nominees named above will become unavailable for election as a Director, but if
that should occur before the Meeting, proxies will be voted for such persons as
the Directors may recommend. All of the Fund's Directors were previously elected
by stockholders. The affirmative vote of a plurality of all the votes cast at
the Meeting is required to approve the election of a nominee.
The following table sets forth certain information concerning each of the
nominees and each Director of the Fund.
INFORMATION REGARDING DIRECTORS
Name, age, business experience
during the past five years and Shares Owned at
other directorships Position with Fund June 2, 1997
- -------------------------------- ------------------ ---------------
Class II Directors
(Nominated to be Elected for Term Expiring 2000)
Robert H. Burns (67), Chairman, Robert H. Burns Director 28,000
Holdings Limited, Hong Kong; previously,
Chairman and Chief Executive Officer, Regent
International Hotels, Limited, Hong Kong.
2
<PAGE>
Name, age, business experience
during the past five years and Shares Owned at
other directorships Position with Fund June 2, 1997
- -------------------------------- ------------------ ---------------
Douglas Tong Hsu (55), Chairman and Chief Director -0-
Executive Officer, Far Eastern Textile Ltd.,
Taiwan; Director, The Baring Taiwan Fund
Limited (since 1993).
*David G. P. Scholfield (53), Divisional Direc- President and 12,170
tor, Baring International Investment
Management Limited; Chairman, Baring Mutual
Fund Management S.A.; Director, International
Fund Managers UK Limited; Baring Asset
Management (C.I.) Limited; European and Asian
Fund Management S.A.; The Baring Chrysalis
Fund Limited; The Baring Peacock Fund
Limited; The Baring Taiwan Fund Limited;
World Value Fund SICAF. Previously, Managing
Director, Baring International Investment
(Far East) Limited; Baring International
Asset Administration Limited; Director,
Baring Mutual Fund Management (Ireland)
Limited and The Greater China Fund, Inc.
Class I Directors
(Term Expiring 1999)
Olarn Chaipravat (52), President and Chief Director -0-
Executive Officer (since October 1992),
Director and Senior Executive Vice President
(July 1990-September 1992) and Senior
Executive Vice President (September 1987-June
1990), The Siam Commercial Bank, Public
Company Limited, Thailand.
Michael J. Downey (53), Private Investor. Director 6,974
Previously, Chairman (August 1990-May 1993),
Chief Executive Officer and Director (June
1987-May 1993) and President of Prudential
Mutual Fund Management, Inc. (PMF) (June
1987-July 1990); Director of Prudential
Securities Group, Inc. (July 1991-May 1993);
President, Asset Management Group (July
1991-May 1993); Executive Vice President (May
1989-May 1993), Director (July 1985-June 1991)
and Senior Vice President (December 1983-May
1989) of Prudential Securities Incorporated
(PSI); Director, International Imaging
Materials, Inc., The Merger Fund, Value Asset
Management, Inc. and The Simba Fund Limited.
3
<PAGE>
Name, age, business experience
during the past five years and Shares Owned at
other directorships Position with Fund June 2, 1997
- -------------------------------- ------------------ ---------------
John A. Morrell (69), Chairman, John Morrell Director -0-
& Associates Limited; Director, Mercury
International Investment Trust Ltd.; Govett
Oriental Trust Plc; Govett Emerging Markets
Investment Trust Plc; Govett High Income
Investment Trust Plc; Invesco Japan
Discovery Trust Plc; Law Debenture
Corporation Plc; Lowland Investment Company
Plc; Johnson Fry Utilities Investment Trust
Plc; Johnson Fry Second Utilities Investment
Trust Plc; PRICOA Worldwide Investors
Portfolio; Fidelity Asian Values Investment
Trust Plc; Fidelity Japanese Values Trust
Plc; Balliol College Accommodation 2 Plc;
Balliol College Accommodation Plc; Beagle
Nominees Limited; Caius College
Accommodation Plc; Framlington Dual Trust
Plc; Framlington Income & Capital Trust
Plc; Girton College Accommodation Plc;
Gonville College Accommodation Plc; Hughes
Hall College Accommodation Plc; LDC Trust
Management Ltd.; Linacre College
Accommodation Plc; Magdalen College
Accommodation Plc; New College Accommodation
Plc; St. Anthony's College Accommodation
Plc; The Law Debenture Intermediary
Corporation Plc; The Law Debenture Overseas
Limited; The Law Debenture Trust Corporation
Plc; Trinity College Accommodation 2 Plc;
Trinity College Accommodation Plc; Wolfson
College Oxford Accommodation (1993) Plc;
Wolfson College Oxford Accommodation Plc
and Worcester College Accommodation Plc.
Member, Advisory Board to the Trustees of
the Atlantic Richfield Pension Fund.
Previously, Executive Chairman, Baring
International Investment Ltd.; Director,
Baring International Investment (Far East)
Ltd.; Baring Asset Management Ltd.; Inner
London Board of National Westminster Bank;
Medical Services International; HCG Alpha
Limited; HCG Bravo Limited; HCG Charlie
Limited; HCG Delta Limited; HCG Echo Limited;
HCG Foxtrot Limited; HCG Lloyds Holdings
Limited and HCG Lloyds Investment Trust Plc.
Class III Directors
(Term Expiring 1998)
*Robert F. Gunia (50), Comptroller, Prudential Vice President 1,200
Investments Corporation (since May 1996); and Director
Executive Vice President and Treasurer,
PIFM; Senior Vice President (since March
1987) of PSI; formerly Chief Administrative
Officer (July 1990-September 1996), Director
(January 1989-September 1996), Executive
Vice President, Treasurer and Chief Financial
Officer (June 1987-September 1996) of PMF;
Director of 40 investment companies in the
Prudential Fund Complex (the Prudential
Funds).
4
<PAGE>
Name, age, business experience
during the past five years and Shares Owned at
other directorships Position with Fund June 2, 1997
- -------------------------------- ------------------ ---------------
*David J. Brennan (39), Director, Baring Asset Vice President -0-
Management Holdings Limited; Managing and Director
Director, Baring Asset Management Limited;
Chairman, Baring Asset Management (Asia)
Limited; Baring Asset Management (Asia)
Holdings Limited; Baring International Fund
Managers Limited; and Baring International
Investment (Far East) Limited; President,
Baring International Fund Managers (Bermuda)
Limited; Director, Baring Korea Fund Limited;
and Divisional Director, Baring International
Investment Limited and Baring International
Investment Management Limited.
Don G. Hoff (61), Chairman and Chief Executive Chairman of 690
Officer, Intertec, Inc. (since 1975); the Board
Chairman and Chief Executive Officer, The and Director
Lamaur Corporation, Inc. (since 1993);
Director/Trustee of 12 Prudential Funds and
The Greater China Fund, Inc.
- ---------
*Indicates "interested" Directors of the Fund, as defined in the Investment
Company Act of 1940, as amended (the Investment Company Act). Messrs. Scholfield
and Brennan are deemed to be "interested" Directors of the Fund, by reason of
their affiliations with Baring International Investment (Far East) Limited. Mr.
Gunia is deemed to be an "interested" Director of the Fund, by reason of his
affiliation with PIFM.
As of June 2, 1997, the Directors and officers of the Fund as a group
beneficially owned 49,034 (less than 1%) of the outstanding shares of Common
Stock of the Fund. The Fund pays each of its Directors who is not an affiliated
person (as defined in the Investment Company Act) of the Investment Manager or
the Administrator an annual fee of US$10,000, plus US$750 for each Board or
committee meeting attended. The Chairman of the Fund is paid an additional
amount of US$2,500 annually. The Fund reimburses all Directors for their
out-of-pocket travel expenses. For the fiscal year ended March 31, 1997,
Directors' fees and expenses amounted to $79,000 and approximately $83,300,
respectively. The Board of Directors does not have a compensation committee.
The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Investment Manager or the
Administrator and the aggregate compensation paid to such Directors for service
on the Fund's board and that of all other registered investment companies
managed by Baring International Investment (Far East) Limited or any of its
affiliates (Fund Complex) during the Fund's fiscal year ended March 31, 1997.
<TABLE>
<CAPTION>
Compensation Table
Total
Pension or Compensation
Retirement From Fund
Aggregate Benefits Accrued Estimated Annual and Fund
Compensation As Part of Fund Benefits Upon Complex Paid
Name and Position From Fund Expenses Retirement to Directors
----------------- --------- -------- ---------- ------------
<S> <C> <C> <C> <C>
John A. Morrell-Director $14,500 None N/A $14,500(1)*
Robert Burns-Director $11,500 None N/A $11,500(1)*
Olarn Chaipravat-Director $11,500 None N/A $11,500(1)*
Michael J. Downey-Director $13,000 None N/A $13,000(1)*
Don G. Hoff-Director and Chairman $17,000 None N/A $27,250(2)*
Douglas Tong Hsu-Director $11,500 None N/A $11,500(1)*
<FN>
- --------
*Indicates number of funds in Fund Complex (including the Fund) to which
aggregate compensation relates.
</FN>
</TABLE>
5
<PAGE>
There were three regularly scheduled meetings of the Fund's Board of
Directors for the fiscal year ended March 31, 1997. The Board of Directors has
an Audit Committee, which makes recommendations to the full Board of Directors
with respect to the engagement of the independent public accountants and 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 consists of the Directors who are not interested
persons (as such term is defined in the Investment Company Act) of the Fund,
Messrs. Burns, Chaipravat, Downey, Hoff, Morrell, and Hsu. The Audit Committee
met twice during the fiscal year ended March 31, 1997. For the fiscal year ended
March 31, 1997, Messrs. Burns, Chaipravat and Hsu attended fewer than 75% of the
aggregate of the total number of meetings of the Board of Directors and of the
Audit Committee. The Board of Directors does not have a nominating committee for
the selection of Directors.
Certain of the Directors of the Fund, including the nominees, reside outside
the United States, and substantially all the assets of such persons are located
outside the United States. It may not be possible, therefore, for investors to
effect service of process within the United States upon such persons or to
enforce against them, in United States courts or foreign courts, judgments
obtained in United States courts predicated upon the civil liability provisions
of the federal securities laws of the United States or the laws of the State of
Maryland. In addition, it is not certain that a foreign court would enforce, in
original actions or in actions to enforce judgments obtained in the United
States, liabilities against such persons predicated solely upon the federal
securities laws.
The executive officers of the Fund, other than as shown above, are: S. Jane
Rose, Secretary, having held such office since September 18, 1986; Grace Torres,
Treasurer and Principal Financial and Accounting Officer, having held such
office since May 16, 1997; and Deborah A. Docs, Assistant Secretary, having held
such office since November 3, 1989. Ms. Rose is 51 years old and is a Senior
Vice President (since December 1996) of PIFM; prior thereto she was Senior Vice
President (January 1991-September 1996) and Senior Counsel (June 1987-September
1996) of PMF and Senior Vice President and Senior Counsel of PSI (July
1992-September 1996). Ms. Torres is 37 years old and is a first Vice President
(since December 1996) of PIFM and a first Vice President of PSI (since March
1994); prior thereto she was First Vice President (January 1991-September 1996)
of PFM. Ms. Docs is 39 years old and is a Vice President of PIFM (since December
1996); prior thereto she was Vice President and Associate General Counsel of PMF
(January 1993-September 1996) and a Vice President and Associate General Counsel
of PSI.
SELECTION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 2)
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected Deloitte & Touche LLP as independent public
accountants for the Fund for the fiscal year ending March 31, 1998. The
ratification of the selection of independent accountants is to be voted on at
the Meeting, and it is intended that the persons named in the accompanying proxy
vote for Deloitte & Touche LLP. No representative of Deloitte & Touche LLP is
expected to be present at the Meeting.
The Board of Directors' policy regarding engaging independent public
accountants' services is that management may engage the Fund's principal
independent public accountants to perform any service(s) normally provided by
independent public accounting firms. The Audit Committee reviews and approves
all services, substantially all of which are auditing services, provided by the
independent public accountants prior to their being rendered.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2.
6
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STOCKHOLDER PROPOSAL
(Proposal No. 3)
A beneficial owner (the "proponent") of Common Stock of the Fund has
informed the Fund that he intends to present a proposal for action at the
Meeting. The proponent's name and address and the number of shares owned by him
will be furnished by the Secretary of the Fund upon request.
The proponent's formal proposal (the "proposal") is as follows:
"By voting FOR this proposal, shareholders are recommending to the
Directors of the Asia Pacific Fund, Inc. to take all steps necessary to
liquidate the Asia Pacific Fund, Inc. and return the cash proceeds to the
shareholders."
The proponent has furnished the following statement (the "supporting
statement") in support of the proposal:
"1. The Asia Pacific Fund, Inc. ("the Fund") has been trading at a greater
than 10% discount to net asset value (NAV) for a number of months. As of the
date of this proposal, the discount from NAV is 16.6%. Based on the 18,903,279
shares outstanding as of March 31, 1996, this discount (approximately $2.50 per
share) is keeping shareholders from accessing more than $47 million of their
investment funds.
"2. The proponent has made written and verbal suggestions to the Directors
of the Fund in hopes of eliminating or reducing the discount. Based on the
response to the proposals outlined below (items a, b and c), the proponent
believes the existing Directors are unwilling to contemplate steps that might
decrease the discount from NAV such as:
a) a limitation of future rights offerings
b) share repurchase by the Fund
c) conversion to an open ended mutual fund
"3. The investment returns based on NAV have been (in the proponent's
opinion) weak. The NAV on December 31, 1995 was $14.19; as of November 22, 1996,
the NAV was $15.13. The NAV return has therefore been approximately 6.91%
year-to-date if one also counts the $.04 dividend paid in January 1996. During
the same time frame, the market value of the Fund has dropped from 13-7/8 to
12-5/8 resulting in a negative return of 9.90%. Also during that same time
period, the Hong Kong Stock market (which represents 42.8% of the Fund's
holdings according to the annual report dated March 31, 1996) has increased by
31.09%.1
"4. A large majority of the existing Directors do not have a significant
ownership interest in the Asia Pacific Fund. As of the date of the shareholder
proposal, the proponent owns 28,370 shares by himself (or with close family
members). The most recent proxy statement shows just one Director holding 28,000
shares, another 11,700 shares. The remaining 7 Directors together hold just
6,654 shares (fewer than 25% of the number of shares held by the proponent). In
the proponent's opinion, if the Directors held more of the Fund's shares, the
more than $47 million NAV discount might have been as important a concern to the
Directors as it is to the proponent."
OPPOSING STATEMENT OF THE BOARD OF DIRECTORS
For the reasons discussed below, the Board of Directors strongly recommends
that you vote AGAINST this stockholder proposal.
Liquidation is an extraordinary action that should only be considered in the
extreme circumstances where the objective of the Fund is no longer capable of
being achieved. Liquidation would eliminate the vehicle chosen by current
stockholders for long-term investment in the Asia-Pacific region, and subject
them to applicable Federal, state and local income taxes on the difference
between the proceeds of liquidation and their tax bases in shares of the Fund
- ---------
1All references are made to Barron's Weekly dated November 25, 1996.
7
<PAGE>
just as if they had voluntarily sold their shares. These consequences are
unwarranted, and are not, in the Board's view, in the best overall interests of
stockholders.
While shares of the Fund have been trading for a substantial period at
market prices that reflect a greater than 10% discount from their net asset
value, these discounts are comparable to those at which other U.S. registered
closed-end funds investing in the Asia-Pacific region have been trading during
this same period. Contrary to the suggestion made in the supporting statement,
the Board of Directors has been and continues to be concerned about market
prices of shares of the Fund relative to their net asset value and has reviewed
and plans to continue to review actions that might reasonably be expected to
reduce or eliminate the discounts at which shares have been trading and that
would not have significant adverse consequences to long-term investors in the
Fund. Closed-end investment companies of all sorts tend to trade at discounts
from net asset value for substantial periods of time for reasons that are often
difficult to ascertain. In the opinion of management, the Fund's discount may
reflect general investor sentiment as to the relative attraction of investing in
investment companies that focus on developing markets, including the
Asia-Pacific region, as opposed to any fundamental problem peculiar to the Fund.
The investment objective of the Fund is long-term capital appreciation
through investment primarily in equity securities of companies in the
Asia-Pacific region, and the Board of Directors believes that the Fund has
achieved and is continuing to achieve that objective. From inception in May 1987
to December 31, 1996, the cumulative total return of the Fund, based upon net
asset value, was 279.7%, with an average annualized total return of 14.8%. The
Fund's performance in 1995 and 1996 ranked it second and third, respectively,
among the six U.S. registered closed-end funds investing in equity securities of
companies in the Asia-Pacific region during those years. Both long and short
term performance of the Fund do not justify the extreme measure of liquidation.
Even more important, however, would be the unjustifiable step of permitting
certain stockholders who wish to enhance near-term realization on sale of their
shares to force stockholders who have chosen the Fund as a vehicle to achieve
long-term professional management of their investments in the Asia-Pacific
region to liquidate their investments at a time not of their choosing and with
the adverse tax consequences discussed above. Following receipt of the proposal,
the Board of Directors, at its meeting in January 1997, gave careful
consideration to the proposal and the supporting statement and determined for
the fundamental reasons discussed above not to approve liquidation of the Fund
and to recommend strongly that stockholders vote against the proposal.
The proposal is, as required by Maryland law, advisory only and asks
stockholders to vote to recommend that the Directors take action to liquidate
the Fund. Voluntary liquidation of the Fund would require a determination by the
Board of Directors that liquidation is advisable and the approval of at least
75% of the outstanding shares of the Fund at a meeting to be called and held
subsequent to such a determination of the Board.
THE BOARD OF DIRECTORS BELIEVES THAT THIS STOCKHOLDER PROPOSAL IS NOT IN THE
BEST INTERESTS OF THE FUND'S STOCKHOLDERS; ACCORDINGLY, THE BOARD OF DIRECTORS
STRONGLY RECOMMENDS THAT THE STOCKHOLDERS VOTE AGAINST THIS PROPOSAL.
8
<PAGE>
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDERS' PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1998 must be received by the Fund on or before
February 10, 1998 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting. The mere submission of a proposal by a
stockholder does not guarantee that such proposal will be included in the proxy
statement because certain federal rules must be complied with before inclusion
of the proposal is required.
Dated: June 10, 1997 S. Jane Rose
Secretary
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
9
<PAGE>
THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
Proxy for the Annual Meeting of Stockholders, July 10, 1997
This Proxy is Solicited on Behalf of the Board of Directors.
The undersigned hereby appoints Deborah A. Docs, S. Jane Rose and David G.P.
Scholfield as Proxies, each with the power of substitution, and hereby
authorizes each of them to represent and to vote, as designated below, all the
shares of Common Stock of The Asia Pacific Fund, Inc. held of record by the
undersigned on June 2, 1997 at the Annual Meeting of Stockholders to be held on
July 10, 1997, or any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned Stockholder(s). If no direction is made, this proxy will be
voted FOR Proposals 1 and 2, AGAINST Proposal 3 and if any other business is
presented at the Meeting, in the best judgment of the persons named as Proxies
herein.
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PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, executor, administrator, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer. If a partnership, please sign in
partnership name by authorized person.
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HAS YOUR ADDRESS CHANGED?
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<PAGE>
(Left Column)
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE.
------------------------------------------------------------------------
THE ASIA PACIFIC FUND, INC.
------------------------------------------------------------------------
Please be sure to sign and date this Proxy. _____________________________
Date
- ------------------------------------- ---------------------------------------
Stockholder sign here Co-owner sign here
(Right Column)
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The Board of Directors recommends you vote FOR Proposals 1 and 2.
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For With- For All
hold Except
1. Election of Directors. |_| |_| |_|
Class II (Term Expiring in 2000)
Robert H. Burns
Douglas Tong Hsu
David G.P. Scholfield
INSTRUCTION: To withhold authority for any individual nominee, mark the "For All
Except" box and strike a line through that nominee's name in the list above.
For Against Abstain
2. Ratification of the selection of
Deloitte & Touche LLP as independent |_| |_| |_|
accountants of the Fund for the
fiscal year ending March 31, 1998.
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The Board of Directors recommends that you vote AGAINST Proposal 3.
- --------------------------------------------------------------------------------
For Against Abstain
3. Stockholder proposal relating to
liquidation of the Fund. |_| |_| |_|
Mark box at right if an address change has been noted on the
reverse side of this card. |_|
RECORD DATE SHARES:
