<PAGE>
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 240.14a-11(c) or 240.14a-12
BEA Income Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
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:
------------------------------------------------------------------------
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BEA INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MONDAY, MAY 12, 1997
--------------
TO OUR STOCKHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the
"Meeting") of BEA Income Fund, Inc. (the "Fund") will be held on Monday, May 12,
1997, at 11:00 a.m., New York City time, at the offices of Willkie Farr &
Gallagher, One Citicorp Center, 153 East 53rd Street, 47th Floor, New York, New
York 10022. The purpose of the Meeting is to consider and act upon the following
proposals and to consider and act upon such other matters as may properly come
before the Meeting or any adjournments thereof:
1. To elect four (4) Directors for the ensuing year.
2. To ratify the selection by the Board of Directors of Price
Waterhouse LLP as independent public accountants for the year ending
December 31, 1997.
The close of business on April 4, 1997 has been fixed as the record date for
the determination of the stockholders of the Fund entitled to notice of, and to
vote at, the Meeting.
This notice and related proxy material are first being mailed on or about
April 22, 1997.
By Order of the Board of Directors
/s/ Michael A. Pignataro
MICHAEL A. PIGNATARO
SECRETARY
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY CARD IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS
REQUIRED IF MAILED IN THE UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL
EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY
CARD PROMPTLY.
Dated: April 22, 1997
<PAGE>
BEA INCOME FUND, INC.
ONE CITICORP CENTER
153 EAST 53RD STREET
57TH FLOOR
NEW YORK, NEW YORK 10022
-------------------
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MONDAY, MAY 12, 1997
-------------------
This statement is furnished by the Board of Directors (the "Board") of BEA
Income Fund, Inc., a Maryland corporation (the "Fund"), in connection with the
solicitation by it of proxies for use at the Annual Meeting of Stockholders (the
"Meeting") to be held on Monday, May 12, 1997 at 11:00 a.m. , New York City
time, at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East
53rd Street, 47th Floor, New York, New York 10022. The purpose of the Meeting
and the matters to be acted upon are set forth in the accompanying Notice of
Annual Meeting of Stockholders.
If the accompanying proxy card (the "Proxy") is properly executed 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
and the Proxy is signed, shares will be voted FOR the election of each nominee
for Director, FOR Proposal 2 stated in the accompanying Notice of Annual Meeting
and FOR any other matters that may properly come before the Meeting and that are
deemed appropriate. 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 requesting such
action at the Meeting.
The close of business on April 4, 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 34,545,937 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting and fractional shares are entitled to proportionate shares of one vote.
It is expected that the Notice of Annual Meeting, Proxy Statement and form of
Proxy will first be mailed to stockholders on or about April 22, 1997.
BEA Associates ("BEA") is the investment adviser to the Fund. The principal
executive office of BEA is located at One Citicorp Center, 153 East 53rd Street,
57th Floor, New York, New York, 10022. The Fund employs Chase Global Funds
Services Company (formerly Mutual Funds Service Company) (the "Administrator")
under an Administration Agreement, to provide certain administrative services to
the Fund. The principal business address of the Administrator is 73 Tremont
Street, Boston, Massachusetts 02108-3913.
The Fund's Annual Report containing audited financial statements for the
year ended December 31, 1996 has previously been furnished to all stockholders
of the Fund. It is not to be regarded as proxy-soliciting material. The Fund
will furnish, without charge, a copy of its most recent unaudited Semi-Annual
Report
1
<PAGE>
and audited Annual Report, upon written or oral request to the Fund c/o BEA
Associates, One Citicorp Center, 153 East 53rd Street, 57th Floor, New York, New
York 10022, toll-free telephone number (800) 293-1232. These requests will be
honored within three business days of receipt.
The holders of one-third of the shares of the Fund outstanding at the close
of business on the record date, present in person or by proxy, will constitute a
quorum for the Meeting. Shares represented by properly executed Proxies that are
marked "ABSTAIN" and broker non-votes will be treated as shares that are present
for determining whether a quorum has been achieved at the Meeting. In the event
that a quorum is not present or represented, the holders of a majority of the
shares present in person or by proxy may adjourn the Meeting, without notice
other than announcement at the Meeting, until the requisite number of shares
entitled to vote at the Meeting shall be present. If a quorum is present, 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 the Meeting
to permit further solicitations 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 proposal, unless directed to vote against
such proposal, in which case such shares will be voted AGAINST the proposed
adjournment.
The election of Directors (Proposal No. 1) requires for approval the
affirmative vote of a plurality of the shares cast at the Meeting. The
affirmative vote of the holders of a majority of the shares cast at the Meeting
is required for the ratification of the selection of Price Waterhouse LLP as
independent public accountants for the Fund (Proposal No. 2). Because
abstentions and broker non-votes are not treated as shares voted, any
abstentions and broker non-votes would have no impact on such proposals.
The expense of solicitation will be borne by the Fund and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The Fund has also retained MacKenzie
Partners, Inc. ("MacKenzie"), a proxy solicitation firm for a fee payable by the
Fund of approximately $5,000. The solicitation of proxies will be largely by
mail, but may include, telephonic, telegraphic or oral communications by
employees of MacKenzie and, without additional cost to the Fund, BEA.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
At the Meeting, four (4) Directors will be elected to hold office until the
next annual meeting of stockholders following their election and until their
respective successors are elected and qualified. It is the intention of the
persons named in the accompanying Proxy to vote for the election of Enrique R.
Arzac, Lawrence J. Fox, James S. Pasman, Jr. and William W. Priest, Jr. All of
the nominees are currently members of the Board of Directors. Each of the
nominees has consented to be named in this Proxy Statement and to serve as a
Director if elected.
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
Board may recommend.
2
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The following table sets forth certain information regarding the Directors
of the Fund, each of whom has been nominated for re-election to the Board of
Directors. Each Director who is deemed an "interested person" of the Fund, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act"), is
indicated by an asterisk in the table below. Each Director has sole voting and
investment power with respect to the shares shown. Each Director and the
officers and Directors of the Fund as a group owns less than one percent of the
outstanding shares of Common Stock of the Fund.
<TABLE>
<CAPTION>
SHARES MEMBERSHIPS ON BOARDS
BENEFICIALLY OF OTHER REGISTERED
OWNED ON CURRENT PRINCIPAL OCCUPATION INVESTMENT COMPANIES
APRIL 4, AND PRINCIPAL EMPLOYMENT AND PUBLICLY HELD
NAME (AGE) 1997 DURING THE PAST FIVE YEARS LENGTH OF SERVICE AS DIRECTOR COMPANIES
- ------------------------------ ----------- ------------------------------ ------------------------------ ----------------------
<S> <C> <C> <C> <C>
Prof. Enrique R. Arzac (55) . 2,300 Professor of Finance and Since 1990. Director of nine other
Columbia University Director of the Financial BEA-advised investment
Graduate School of Management Program, Graduate companies; Director of
Business School of Business, Columbia The Adam Express
New York, NY 10027 University (1971-present). Company; Director of
Petroleum and
Resources Corporation.
Lawrence J. Fox (53) ......... 0 Managing Partner and Chairman Since 1990. Director of one other
110 PNB Building of Professional Responsibility BEA-advised investment
1346 Chestnut Street Committee of Drinker Biddle & company.
Philadelphia, PA 19107 Reath (1/92-present); Partner
of Drinker Biddle & Reath
(since 1976).
James S. Pasman, Jr. (66) . 1,000 Currently retired; President Since 1987. Director of one other
29 The Trillium and Chief Operating Officer of BEA-advised investment
Pittsburgh, PA 15238 National InterGroup, Inc. company; Director of
(4/81-3/91). ADT, Ltd.; Trustee, BT
Insurance Funds Trust,
Inc.
William W. Priest, Jr.* (55) . 0 Chairman of the Management Since 1997. Director of ten other
153 East 53rd Street Committee, Chief Executive BEA-advised investment
New York, NY 10022 Officer and Executive Director companies.
of BEA (12/90-present).
Directors and officers as .... 3,300
a group (11)
</TABLE>
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* Mr. Priest is an interested person of the Fund by virtue of his position as
an officer of BEA.
3
<PAGE>
The Fund pays annual compensation of $10,000, plus $500 for attendance, per
meeting, of the Board of Directors or Committees thereof, plus certain
out-of-pocket expenses, to each Director that is not affiliated with BEA, its
investment adviser (three Directors are not affiliated with BEA). Each such
Director is also a director of BEA Strategic Income Fund, Inc., and in that
capacity receives the same annual and per-meeting fees, plus certain
out-of-pocket expenses, for services as a director of such fund.
The following table shows certain compensation information for the year
ended December 31, 1996 for each Director who is not affiliated with BEA. The
Fund has no bonus, profit sharing, pension or retirement plans.
<TABLE>
<CAPTION>
TOTAL NUMBER
PENSION OR ESTIMATED OF BOARDS OF
RETIREMENT ANNUAL TOTAL BEA-ADVISED
AGGREGATE BENEFITS ACCRUED BENEFITS COMPENSATION INVESTMENT
COMPENSATION AS PART OF FUND UPON FROM FUND AND COMPANIES
NAME OF DIRECTOR FROM FUND EXPENSE RETIREMENT FUND COMPLEX SERVED
- ------------------------------ ------------- ---------------- ------------ --------------- --------------
<S> <C> <C> <C> <C> <C>
Enrique R. Arzac+............. $15,000 $ 0 $ 0 $83,500 10
Lawrence J. Fox............... $14,500 $ 0 $ 0 $27,500 2
James S. Pasman, Jr........... $14,500 $ 0 $ 0 $27,500 2
</TABLE>
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+ On February 13, 1996, Prof. Arzac was elected as a director of eight other
BEA-advised investment companies and therefore earned a prorated annual fee
for his services in respect thereto for the 1996 fiscal year.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the selection of the Fund's
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. As of the date hereof, the
members of the Audit Committee are Messrs. Arzac, Fox and Pasman. The Board of
Directors will consider nominees recommended by stockholders. Recommendations
should be submitted to the Board in care of the Secretary of the Fund. The Fund
does not have a compensation committee.
During 1996, there were seven meetings of the Board of Directors and two
meetings of the Audit Committee. Each Director attended 75% or more of the
aggregate number of the meetings of the Board of Directors and committees on
which he served held during the period for which he was a Director.
4
<PAGE>
The following table shows certain information about officers of the Fund
other than Mr. Priest, who is described above. Mr. Priest is the Chief Executive
Officer of the Fund and has served in such position since February 1997.
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION AND
OWNED ON APRIL PRINCIPAL EMPLOYMENT DURING THE
NAME (AGE) 4, 1997 POSITION WITH FUND PAST FIVE YEARS
- ---------------------------------- --------------- ---------------------------- ----------------------------------
<S> <C> <C> <C>
Richard J. Lindquist (36) ........ 0 President and Chief Executive Director of BEA
153 East 53rd Street Investment Officer since (3/97-present) Managing Director
New York, NY 10022 1996 of BEA (4/95-2/97); Managing
Director of CS First Boston
Investment Management Corporation
("CSFBIM") (3/93-3/95); Director
of CSFBIM (4/92-2/93).
Suzanne Moran (31) ............... 0 Investment Officer since Vice President of BEA
153 East 53rd Street 1996 (1/97-present); Assistant Vice
New York, NY 10022 President and Fixed Income Trader
of BEA (5/95-12/96); Assistant
Vice President and Portfolio
Analyst at CS First Boston
(8/91-4/95).
Paul P. Stamler (36) ............. 0 Treasurer since 1996 Vice President of BEA
153 East 53rd Street (6/93-present); self-employed as a
New York, NY 10022 certified public accountant
(4/92-5/93); Vice President of
Bear, Stearns & Co. Inc.
(6/88-3/92).
Michael A. Pignataro (37) ........ 0 Vice President and Secretary Vice President of BEA
153 East 53rd Street since 1996 (12/95-present); Assistant Vice
New York, NY 10022 President and Chief Administrative
Officer for Investment Companies
of BEA (9/89-12/95).
Wendy S. Setnicka (32) ........... 0 Assistant Vice President and Assistant Vice President of BEA
153 East 53rd Street Assistant Secretary since (1/97-present); Administrative
New York, NY 10022 1996 Officer for Investment Companies
of BEA (11/93-present); Supervisor
of Fund Accounting and
Administration at Reich & Tang LP
(6/89-11/93).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
SHARES
BENEFICIALLY CURRENT PRINCIPAL OCCUPATION AND
OWNED ON APRIL PRINCIPAL EMPLOYMENT DURING THE
NAME (AGE) 4, 1997 POSITION WITH FUND PAST FIVE YEARS
- ---------------------------------- --------------- ---------------------------- ----------------------------------
<S> <C> <C> <C>
John M. Corcoran (32) ............ 0 Assistant Treasurer since Vice President and Manager of the
73 Tremont Street 1995 Administrator (7/96-present);
Boston, MA 02108-3913 Second Vice President and Manager
of the Administrator (10/93-6/96);
Audit Manager, Ernst & Young
(8/87-9/93).
</TABLE>
By virtue of the responsibilities assumed by its investment adviser, the
Fund itself requires no employees other than its officers, and none of its
officers devotes full-time responsibilities to the affairs of the Fund. All
officers are employees of and are compensated by BEA or the Administrator and do
not receive any compensation from the Fund.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act require the Fund's officers and directors, officers and directors
of the Fund's investment adviser, certain affiliated persons of the Fund's
investment adviser, and persons who beneficially own more than ten percent of
the Fund's shares, to file reports of ownership with the Securities and Exchange
Commission (the "SEC"), the New York Stock Exchange, Inc. and the Fund. Based
solely upon its review of the copies of such forms received by it and written
representations from such persons, the Fund believes that, for the fiscal year
ended December 31, 1996, all filing requirements applicable to such persons were
complied with, except that an Initial Statement of Beneficial Ownership on a
Form 3 was filed late by Richard Lindquist, an officer of the Fund.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 1.
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
(PROPOSAL NO. 2)
The Directors, a majority of whom are not "interested persons" of the Fund
(as defined in the 1940 Act), have selected and unanimously approved Price
Waterhouse LLP as independent public accountants for the Fund for the year
ending December 31, 1997. Price Waterhouse LLP has been the independent public
accountants of the Fund since its organization. The ratification of the
selection of independent public accountants is to be voted upon at the Meeting
and it is intended that the persons named in the accompanying Proxy vote for
Price Waterhouse LLP. A representative of Price Waterhouse LLP is expected to be
present at the Meeting and will have the opportunity to make a statement if such
representative so desires and is expected to be available to respond to
appropriate questions.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT YOU VOTE "FOR" PROPOSAL NO. 2.
6
<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 in accordance with their best judgment in
the interest of the Fund.
STOCKHOLDER'S PROPOSALS
A stockholder proposal intended to be presented at the Fund's Annual Meeting
of Stockholders in 1998 must be received by the Fund on or before December 14,
1997 in order to be included in the Fund's proxy statement and form of proxy
relating to that meeting. A stockholder desiring to submit a proposal must be a
record or beneficial owner of at least 1% of the outstanding shares or shares
with a market value of $1,000 entitled to be voted at the meeting and must have
held such shares for at least one year. Further, the stockholders must continue
to hold such shares through the date on which the meeting is held. Documentary
support regarding the foregoing must be provided along with the proposal. There
are additional requirements regarding proposals of the stockholders, and a
stockholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
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 CARD AND
RETURN IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. NO POSTAGE IS REQUIRED IF
MAILED IN THE UNITED STATES.
7
<PAGE>
BEA INCOME FUND, INC.
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Paul P. Stamler and Michael A. Pignataro
as Proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the other side and
in accordance with their judgment on such other matters as may properly
come before the meeting or any adjournments thereof, all shares of BEA
Income Fund, Inc. (the "Fund") that the undersigned is entitled to vote at
the annual meeting of stockholders on May 12, 1997, and at any adjournment
thereof.
(CONTINUED--SIGNATURE REQUIRED ON THE REVERSE SIDE OF THIS PROXY CARD)
<PAGE>
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THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE NOMINEES IN PROPOSAL 1 AND
"FOR" PROPOSAL 2.
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<TABLE>
<S> <C> <C>
PROPOSAL 1--ELECTION OF THE FOLLOWING NOMINEES AS FOR nominees listed WITHHOLD AUTHORITY
DIRECTORS: (except as marked to the to vote for the nominees
contrary below)
/ / / /
Enrique R. Arzac James S. Pasman
Lawrence J. Fox William W. Priest, Jr.
</TABLE>
(Instruction: To withhold authority for any individual, write the individual's
name on the line provided below.)
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<TABLE>
<S> <C> <C> <C>
PROPOSAL 2--TO RATIFY THE SELECTION OF PRICE WATERHOUSE FOR AGAINST ABSTAIN
LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE FUND FOR / / / / / /
THE YEAR ENDING DECEMBER 31, 1997:
</TABLE>
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
When shares are held by joint tenants, both
should 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.
Date: __________________________________________
_______________________ ______________________
Signature Print Name
_______________________ ______________________
Signature if held Print Name
jointly
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