THE GLOBAL GOVERNMENT PLUS FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To our Stockholders:
Notice is hereby given that the 1994 Annual Meeting of Stockholders of The
Global Government Plus Fund, Inc. (the "Fund") will be held on June 22, 1995, at
11:00 A.M., at 199 Water Street, New York, New York 10292, for the following
purposes:
1. To elect three Directors.
2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for the calendar year ending December 31, 1995.
3. 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 April 28, 1995 as
the record date for the determination of stockholders entitled to vote at the
Meeting or any adjournment thereof.
S. Jane Rose
Secretary
Dated: May 8, 1995
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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.
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<PAGE>
THE GLOBAL GOVERNMENT PLUS FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Directors of The Global
Government Plus Fund, Inc. (the "Fund") in connection with the solicitation of
proxies for use at the Annual Meeting of Stockholders to be held on June 22,
1995 at 11:00 A.M. at 199 Water Street, New York, New York 10292, the Fund's
principal executive office. 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 and semi-annual report for the Fund has previously
been sent to stockholders and may be obtained without charge by writing the Fund
at One Seaport Plaza, New York, New York 10292 or by calling 1-800-225-1852.
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, for the change in the Fund's
investment objective, and for the selection of the independent accountants. 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 from the
shareholder 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 proposal.
Also, a properly executed and returned Proxy marked with an abstention will be
considered present at the Meeting for the purposes of determining the existence
of a quorum for the transaction of business.
1
<PAGE>
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 April 28, 1995 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 45,642,508 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 will first be mailed to stockholders of record on or about May 9,
1995.
As of the record date for the Meeting, the only holder of record of more
than 5% of the outstanding shares of the Fund was Cede & Co., P.O. Box 20,
Bowling Green Station, New York, N.Y. 10004, which held, solely of record on
behalf of other persons 39,233,637 shares or 86% of the outstanding shares of
the Fund.
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 Mutual
Fund Management, Inc. ("PMF" or the "Manager"), Prudential Securities
Incorporated or of a proxy solicitation firm engaged by PMF.
Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, serves as the Fund's Manager under a management
agreement dated as of April 28, 1988 (the "Management Agreement"). Investment
advisory services are provided to the Fund by PMF through its affiliate, The
Prudential Investment Corporation ("PIC" or the "Subadviser"), Prudential Plaza,
Newark, New Jersey 07102, under a Subadvisory Agreement. Both PMF and PIC are
indirect subsidiaries of The Prudential Insurance Company of America. As of
April 30, 1995, PMF served as the manager to 39 open-end investment companies,
and as manager or administrator to 30 closed-end investment companies with
aggregate assets of more than $46 billion. The Fund has a Board of Directors
which, in addition to overseeing the actions of the Fund's Manager and
Subadviser, decides upon matters of general policy.
ELECTION OF DIRECTORS
(Proposal No. 1)
The Fund's Articles of Incorporation provide that the Board of Directors is
divided into three classes of Directors, as nearly equal in number as possible.
In general, each Director, after a transition period, 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.
The Board of Directors currently is comprised of 8 members, divided into
three classes with their terms of office fixed as follows: Class I: Messrs.
Beach, Lennox, and McQuade-whose term expires in 1995; Class II: Messrs. Jacobs
and Mooney-whose term expires in 1996; and Class III: Messrs. McCorkindale,
Redeker, and Weil-whose term expires in 1997. Mr. McQuade is not standing for
relection.
At the Meeting, two Class I Directors are proposed for election, each to
hold office for a term of three years, until 1998 and until their successors
have been duly elected and qualified. Because of the Fund's retirement policy,
Donald D. Lennox, who is currently a Class I Director has been nominated for
reelection as a Class III Director to hold office for a term of two years, until
1997. In order to maintain as nearly equal in number of directors as possible in
each class, Richard A. Redeker who is currently a Class III Director has been
2
<PAGE>
nominated for reelection as a Class I Director. It is the intention of the
persons named in the enclosed proxy to vote in favor of the election of Edward
D. Beach and Richard A. Redeker as Class I Directors and Donald D. Lennox as a
Class III Director. Each of the nominees has consented to be named in this Proxy
Statement and to serve as a Director if elected. Mr. Jacobs has served as a
Director since April 20, 1987; Messrs. McCorkindale, Mooney, Beach, Lennox and
Weil have served as Directors since June 2, 1987; Mr. Redeker has served as a
Director since November 9, 1993.
The Directors have 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 the Fund's
stockholders.
The following table sets forth certain information concerning each of the
nominees as a Director of the Fund and each Director of the Fund.
INFORMATION REGARDING DIRECTORS
Class I (Nominated to be Elected for Term Expiring in 1998)
<TABLE>
<CAPTION>
Shares of
Name, age, business experience Position Common Stock
during the past five years with Owned at
and other directorships Fund April 28, 1995
----------------------- ---- --------------
<S> <C> <C>
Edward D. Beach (70), President and Director of BMC Director -0-
Fund, Inc., a closed-end investment company; prior
thereto, Vice Chairman of Broyhill Furniture
Industries, Inc.; Certified Public Accountant;
Secretary and Treasurer of Broyhill Family
Foundation, Inc; President, Treasurer and Director of
First Financial Fund, Inc. and The High Yield Plus
Fund, Inc.; President and Director of Global Utility
Fund, Inc.; Director/Trustee of 20 Prudential Mutual
Funds.
*Richard A. Redeker (51), President, Chief Executive Director -0-
Officer and Director (since October 1993), PMF;
Executive Vice President, Director and Member of the
Operating Committee (since October 1993), Prudential
Securities; Director (since October 1993) of
Prudential Securities Group, Inc. (PSG); Executive
Vice President, The Prudential Investment
Corporation; Director (since January 1994);
Prudential Mutual Fund Distributors, Inc.; Director
(since January 1994), Prudential Mutual Fund
Services, Inc.; formerly Senior Executive Vice
President and Director of Kemper Financial Services,
Inc. (September 1978-September 1993); President and
Director/Trustee of 36 Prudential Mutual Funds.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of
Name, age, business experience Position Common Stock
during the past five years with Owned at
and other directorships Fund April 28, 1995
----------------------- ---- --------------
<S> <C> <C>
Class II (Term Expiring in 1996)
*Harry A. Jacobs, Jr. (73), Senior Director (since Director -0-
January 1986) of Prudential Securities; formerly
Interim Chairman and Chief Executive Officer of PMF
(June-September 1993); Chairman of the Board of
Prudential Securiites (1982-1985) and Chairman of
the Board and Chief Executive Officer of Bache Group
Inc. (1977-1982); Director of the Center for
National Policy; Director/Trustee of 26 Prudential
Mutual Funds.
Thomas T. Mooney (53), President of the Greater Director 2354
Rochester Metro Chamber of Commerce; former
Rochester City Manager; Trustee of Center for
Government Research, Inc.; Director of Blue Cross of
Rochester, Monroe County Water Authority, Rochester
Jobs, Inc., Executive Service Corps of Rochester,
Monroe County Industrial Development Corporation,
Northeast Midwest Institute; Director/Trustee of 17
Prudential Mutual Funds.
Class III (Term Expiring in 1997)
Donald D. Lennox (76), Chairman (since February 1990) Director 3668
and Director (since April 1989) of International
Imaging Materials, Inc.; Retired Chairman, Chief
Executive Officer and Director of Schlegel
Corporation (industrial manufacturing) (March
1987-February 1989); Director of Gleason
Corporation, and Personal Sound Technologies, Inc.;
Director/Trustee of 10 Prudential Mutual Funds.
Douglas H. McCorkindale (55), Vice Chairman, Gannett Director -0-
Co., Inc. (publishing and media) (since March 1984);
Director of Gannett Co., Inc., Frontier Corporation
and Continential Airlines, Inc.; Director/Trustee of
7 Prudential Mutual Funds.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of
Name, age, business experience Position Common Stock
during the past five years with Owned at
and other directorships Fund April 28, 1995
----------------------- ---- --------------
<S> <C> <C>
Louis A.Weil, III (54), Publisher and Chief Executive Director -0-
Officer, Phoenix Newspaper, Inc. (since August
1991); Director of Central Newspapers, Inc. (since
September 1991); prior thereto, Publisher of Time
Magazine (May 1989-March 1991); formerly President,
Publisher & CEO of The Detroit News (February
1986-August 1989); formerly member of the Advisory
Board, Chase Manhattan Bank-Westchester;
Director/Trustee of 12 Prudential Mutual Funds.
<FN>
- --------------
*Indicates "interested person", as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act"). Messrs. Redeker and Jacobs are
deemed to be "interested persons" by reason of their affiliations with
Prudential Securities.
</FN>
</TABLE>
The Directors and officers of the Fund as a group owned beneficially 6022
shares of common stock of the Fund, representing less than 1% of the outstanding
shares of the Fund, at April 28, 1995.
Pursuant to the terms of the Management Agreement with the Fund, the Manager
pays all compensation of officers of the Fund as well as the fees and expenses
of all Directors of the Fund who are affiliated persons of the Manager.
The Fund pays each of its Directors who is not an affiliated person (as
defined in the Investment Company Act) of the Manager an annual fee ofUS$10,000,
plus US$1,250 for each Board meeting attended in person. The Fund will reimburse
all Directors for their out-of-pocket travel expenses. For the year ended
December 31, 1994, the Fund paid approximately $1000 in out of pocket travel
expenses.
Directors may receive their Directors' fees pursuant to a deferred fee
agreement with the Fund. Under the terms of the agreement, the Fund accrues
daily the amount of Directors' fees in installments which accrue interest at a
rate equivalent to the prevailing rate applicable to 90-day U.S. Treasury Bills
at the beginning of each calendar quarter. Payment of the interest so accrued is
also deferred and accruals become payable at the option of the Director. The
Fund's obligation to make payments of deferred Director's fees, together with
interest thereon, is a general obligation of the Fund. For the year ended
December 31, 1994, no director elected to participate in a deferred fee
agreement with the Fund.
The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Manager for the fiscal year
ended December 31, 1994 and the aggregate compensation paid to such Directors
for service on the Fund's board and that of all other funds managed by
Prudential Mutual Fund Management, Inc. (Fund Complex) for the fiscal year ended
December 31, 1994.
5
<PAGE>
<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>
Edward D. Beach-Director $15,000 None N/A $159,000(20)*
Donald D. Lennox-Director $15,000 None N/A $ 90,000(10)*
Douglas H. McCorkindale-
Director $15,000 None N/A $ 60,000(7)*
Thomas T. Mooney-
Director $15,000 None N/A $126,000(17)*
Louis A. Weil, III-Director $15,000 None N/A $ 97,500(12)*
<FN>
- ----------
*Indicates number of funds in Fund Complex to which aggregate compensation relates.
</FN>
</TABLE>
There were nine meetings of the Fund's Board of Directors held during the
year ended December 31, 1994, of which four were regularly scheduled meetings.
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
accountants and reviews with the independent 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 non-affiliated
Directors of the Fund, Messrs. Beach, Lennox, McCorkindale, Mooney and Weil. The
Audit Committee met twice during the year ended December 31, 1994. For the year
ended December 31, 1994, all Directors except Harry A. Jacobs, Jr. attended 75%
or more of the aggregate of the total number of meetings of the Board of
Directors.
The executive officers of the Fund, other than as shown above, are: Robert
F. Gunia, Vice President and S. Jane Rose, Secretary, having held such offices
since June 4, 1987, Susan C. Cot(acute accent)e, Treasurer having held such
office since February 15, 1990, and Marguerite E. H. Morrison, Assistant
Secretary, having held such office since May 15, 1991. Mr. Gunia is 48 years old
and is currently Chief Administrative Officer (since July 1990), Director and
Executive Vice President, Treasurer and Chief Financial Officer of PMF, and a
Senior Vice President of Prudential Securities. He is also Vice President and
Director (since May 1989) of The Asia Pacific Fund, Inc. Ms. Cot(acute accent)e
is 40 years old and is Chief Operating Officer and Managing Director, Prudential
Investment Advisors, and Vice President of Prudential Investment Corporation.
Prior thereto, she was a Senior Vice President (January 1989-February 1995) of
PMF and a Senior Vice President (January 1992-February 1995) of Prudential
Securities. Ms. Rose is 49 years old and is Senior Vice President (since January
1991), Senior Counsel and Assistant Secretary of PMF and a Senior Vice President
and Senior Counsel of Prudential Securities. She was previously a First Vice
President (June 1987-December 1990) of PMF and a Vice President and Associate
General Counsel of Prudential Securities. Ms. Morrison is 38 years old and is a
Vice President and Associate General Counsel (since June 1991) of PMF and a Vice
President and Associate General Counsel of Prudential Securities. The executive
officers of the Fund are elected annually by the Board of Directors.
6
<PAGE>
Directors must be elected by a vote of a majority of the shares present at
the meeting in person or by proxy and entitled to vote thereupon.
THE DIRECTORS OF THE FUND UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" THIS
PROPOSAL NO 1.
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 Price Waterhouse LLP as independent
accountants for the Fund for the year ending December 31, 1995. The ratification
of the selection of independent accountants is to be voted on at the Meeting and
it is the intention of the persons named in the accompanying proxy to vote for
the ratification of the selection of Price Waterhouse LLP unless stockholders
express a contrary choice in their proxies. No representative of Price
Waterhouse LLP is expected to be present at the Annual Meeting of Stockholders.
The Board of Directors' policy regarding engaging independent accountants'
services is that management may engage the Fund's principal independent
accountants to perform any service(s) normally provided by independent
accounting firms, provided that such service(s) meets any and all of the
independence requirements of the American Institute of Certified Public
Accountants and the Securities and Exchange Commission. In accordance with this
policy, the Audit Committee reviews and approves all services provided by the
independent accountants prior to their being rendered. The Board of Directors
also receives a report from its Audit Committee relating to all services after
they have been performed by the Fund's independent accountants.
The affirmative vote of at least a majority of the shares present, in person
or by proxy and entitled to vote thereupon, at the meeting is required for
ratification.
THE DIRECTORS OF THE FUND UNANIMOUSLY RECOMMEND THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
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 1996 must be received by the Fund on or before
February 22, 1996, in order to be considered for inclusion in the Fund's proxy
statement and form of proxy relating to that meeting and presented at the
meeting. The mere submission of a proposal
7
<PAGE>
by a shareholder does not guarantee that such proposal will be included in the
proxy statement because certain rules under the federal securities laws must be
complied with before inclusion of the proposal is required.
S. Jane Rose
Secretary
Dated: May 8, 1995
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.
8
<PAGE>
PROXY PROXY
THE GLOBAL GOVERNMENT
PLUS FUND, INC.
One Seaport Plaza
New York, New York 10292
This Proxy is Solicited on behalf of the Board of Directors.
The undersigned hereby appoints S. Jane Rose, Robert F. Gunia and Marguerite E.
H. Morrison and 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 Global Government Plus Fund, Inc. held of record by the undersigned
on April 28, 1995 at the Annual Meeting of Stockholders to be held on June 22,
1995, or any adjournment thereof. This proxy, when properly executed, will be
voted in the manner described herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR Proposals 1 and 2.
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PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE
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Please sign this Proxy exactly as your name appears on the books of the
Fund. Joint owners should each sign personally. Attorneys, executors,
administrators, trustees or guardians should indicate the capacity in
which they sign, and where more than one name appears, a majority must
sign. 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 side
[X] PLEASE MARK VOTES AS IN
THIS EXAMPLE
With- For All
For hold Except
1.) Election of Directors [ ] [ ] [ ]
Nominees: Class I (term expiring in 1998)
Edward D. Beach, and
Richard A. Redeker
Class III (term expiring in 1997)
Donald D. Lennox
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).
- ------------------------------------------------------------------------------
Please be sure to mark, sign, date and return this Proxy card Date
promptly using the enclosed envelope.
- ------------------------------------------------------------------------------
- --------Shareholder sign here----------------------------Co-owner sign here---
Right side
For Against Abstain
[ ] [ ] [ ]
2.) To ratify the selection of Price
Waterhouse LLP as independent public
accountants for the year ending December
31, 1995.
3.) In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the Meeting or any adjournment thereof.
THE GLOBAL GOVERNMENT PLUS FUND, INC.
P R O X Y
NOTE:
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.
Mark box at right if address change is noted on the [ ]
reverse side of this card.
RECORD DATE SHARES:
<PAGE>
Many shareholders think their votes are not important.
On the contrary, they are vital.
The Global Government
Plus Fund, Inc. The Annual Meeting on June 22, 1995 will have to be
Needs adjourned without conducting any business if less than
Your Proxy Vote a majority of the eligible shares are represented. The
Before Fund, at shareholders' expense, will have to continue
June 22, 1995 to solicit votes until a quorum is obtained. Your vote,
then, could be critical in allowing the Fund to hold
the Meeting as scheduled. So please return your proxy
card as soon as possible. All shareholders will benefit
from your cooperation. Thank you.
