<PAGE> 1
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: / / Confidential, for Use of the
/ / Preliminary proxy statement 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
CLEMENTE GLOBAL GROWTH 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)
Payment of filing fee (Check the appropriate box):
/X/ $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
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:
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(2) Aggregate number of securities to which transactions applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / Fee paid previously with preliminary meterials.
/ / 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE> 2
CLEMENTE GLOBAL GROWTH FUND, INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 1996
------------------------
The Annual Meeting of Stockholders of Clemente Global Growth Fund, Inc.
(the "Fund"), a Maryland corporation, will be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, 25th Floor, New York, New York 10019, on
April 24, 1996 at 9:30 a.m., New York time, for the following purposes:
1. To elect Adrian C. Cassidy and Leopoldo M. Clemente, Jr. as Class
II directors for terms of three years (expiring in 1999) and until their
successors are duly elected and qualified;
2. To ratify the selection by the Board of Directors of Price
Waterhouse LLP as the Fund's independent accountants for the year ending
December 31, 1996; and
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed March 6, 1996 as the record date for the
meeting. Only holders of record of the Fund's Common Stock at the close of
business on such date will be entitled to notice of, and to vote at, such
meeting. The stock transfer books will not be closed.
A copy of the Fund's Annual Report for the fiscal year ended December 31,
1995 has been previously mailed to stockholders.
By order of the Board of Directors,
WILLIAM H. BOHNETT
Secretary
Dated: March 15, 1996
IMPORTANT
UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE FILL IN, DATE, SIGN
AND MAIL THE ENCLOSED PROXY CARD IN THE ENCLOSED REPLY ENVELOPE. YOUR PROMPT
RESPONSE WILL ASSURE A QUORUM AT THE MEETING, THEREBY SAVING YOUR FUND THE
EXPENSE OF FURTHER SOLICITATION OF PROXIES.
<PAGE> 3
CLEMENTE GLOBAL GROWTH FUND, INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019
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PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD APRIL 24, 1996
------------------------
GENERAL INFORMATION
The Board of Directors of the Fund solicits the proxies of the holders of
the Fund's Common Stock for use at the Annual Meeting of Stockholders to be held
at the offices of Clemente Capital, Inc., 152 West 57th Street, 25th Floor, New
York, New York 10019, on April 24, 1996, at 9:30 a.m., New York time, and at any
and all adjournments thereof. A form of proxy is enclosed herewith. The Proxy
Statement and the form of proxy were first sent to stockholders on March 15,
1996. Any stockholder who executes and delivers a proxy may revoke it by written
communication at any time prior to its use or by voting in person at the Annual
Meeting.
The cost of soliciting the proxies will be borne by the Fund. Directors,
officers and regular employees of the Fund may solicit proxies by telephone,
facsimile or personal interview. In addition, the Fund has engaged the services
of Georgeson & Company Inc., a professional proxy solicitation firm, to solicit
proxies from its stockholders. The contract between the parties provides for
customary solicitation services at a cost not to exceed $6,000, plus expenses.
The Fund will, upon request, bear the reasonable expenses of brokers, banks and
their nominees who are holders of record of the Fund's shares of Common Stock on
the record date, incurred in mailing copies of the Annual Report, this Notice of
Meeting and Proxy Statement and the enclosed form of proxy to the beneficial
owners of the Fund's shares of Common Stock.
Only holders of issued and outstanding shares of the Fund's Common Stock of
record at the close of business on March 6, 1996 are entitled to notice of, and
to vote at, the meeting. Each such holder is entitled to one vote per share of
Common Stock so held. The number of shares of Common Stock outstanding on March
6, 1996 was 5,892,400.
COPIES OF THE FUND'S ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE TO ANY
SHAREHOLDER. REPORTS MAY BE ORDERED BY WRITING CLEMENTE CAPITAL, INC., 152 WEST
57TH STREET, NEW YORK, NEW YORK 10019 OR CALLING (800) 937-5449.
<PAGE> 4
ELECTION OF DIRECTORS
The Board of Directors is divided into three classes in accordance with the
Fund's Charter and By-Laws. The class of directors (Class II) whose term will
expire at the 1996 Annual Meeting consists of two present directors: Adrian C.
Cassidy and Leopoldo M. Clemente, Jr. are each nominated for election for a term
of three years and until their successors are duly elected and qualified.
Directors shall be elected by a plurality of the shares voting at the meeting.
Votes shall be tabulated by the Fund's transfer agent. Abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining votes cast on an issue. Broker "non-votes" (i.e., proxies from
brokers or nominees indicating that such persons have not received instructions
from the beneficial owner or other persons entitled to vote the shares on a
particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated the same as abstentions.
Each of the nominees is currently a director and has served since the
commencement of the Fund's operations. Each nominee has consented to serve as a
director of the Fund if elected. In the event that any of the nominees should
become unavailable for election for any presently unforeseen reason, the persons
named in the form of proxy will vote for any nominee who shall be designated by
the present Board of Directors.
The information set forth below as to the ages and principal occupations of
these nominees and the other members of the Board of Directors, and the number
of shares of Common Stock of the Fund beneficially owned by them, directly or
indirectly, has been furnished to the Fund by such nominees or directors.
2
<PAGE> 5
NOMINEES WHOSE TERMS EXPIRE IN 1999
(CLASS II)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE (IF
OVER 1%) OF
SHARES OF
COMMON STOCK
BENEFICIALLY
PRINCIPAL OCCUPATION DURING PAST FIVE OWNED AS OF
NAME AND ADDRESS AGE YEARS MARCH 6, 1996
- ------------------------------ --- ------------------------------------------ --------------
<S> <C> <C> <C>
Adrian C. Cassidy 80 Director of the Fund since June 1987; 1,000
71 Selby Lane Marketing Consultant to Discount
Atherton, CA 94027 Corporation of New York Advisers from
April 1985 through 1989; Director of
Datron Systems, Inc. and The First
Philippine Fund Inc.
*Leopoldo M. Clemente, Jr. 57 President and Director of the Fund since 1,000(1)
152 West 57th Street June 1987; President and Chief Investment
New York, NY 10019 Officer of Clemente Capital, Inc. since
January 1989; Director of The First
Philippine Fund Inc. and Philippine
Strategic Investment (Holdings) Limited.
</TABLE>
DIRECTORS WHOSE TERMS EXPIRE IN 1997
(CLASS III)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE (IF
OVER 1%) OF
SHARES OF
COMMON STOCK
BENEFICIALLY
PRINCIPAL OCCUPATION DURING PAST FIVE OWNED AS OF
NAME AND ADDRESS AGE YEARS MARCH 6, 1996
- ------------------------------ --- ------------------------------------------ --------------
<S> <C> <C> <C>
Sam Nakagama 70 Director of the Fund since June 1987; 1,000(2)
74 Trinity Place Chairman and Chief Economist at Nakagama &
Suite 500 Wallace Inc. since February 1983.
New York, NY 10006
G. Peter Schieferdecker 71 Director of the Fund since June 1987; 3,000
15 Pilot Rock Lane Executive Vice President and Treasurer of
Riverside, CT 06878 the Fund from June 1987 through December
1989; President and Chief Operating
Officer of Clemente Capital, Inc. from
March 1986 through December 1988.
Thomas H. Lenagh 75 Director of the Fund since June 1987; 1,000
Greenwich Office Park #6 independent financial adviser since 1984;
Greenwich, CT 06830 Director of CML Group, Inc., Gintel Funds,
US Life, Adams Express, Irvine Sensors,
Inc., ICN Pharmaceuticals, Franklin Quest
and V-Band Corp.
</TABLE>
3
<PAGE> 6
DIRECTORS WHOSE TERMS EXPIRE IN 1998
(CLASS I)
<TABLE>
<CAPTION>
NUMBER AND
PERCENTAGE (IF
OVER 1%) OF
SHARES OF
COMMON STOCK
BENEFICIALLY
PRINCIPAL OCCUPATION DURING PAST FIVE OWNED AS OF
NAME AND ADDRESS AGE YEARS MARCH 6, 1996
- ------------------------------ --- ------------------------------------------ --------------
<S> <C> <C> <C>
*Lilia C. Clemente 55 Chairman and Director of the Fund since 1,000(1)
152 West 57th Street June 1987; Chairman and Chief Executive
New York, NY 10019 Officer of Clemente Capital, Inc. since
1986; Director of The First Philippine
Fund Inc. and Philippine Strategic
Investment (Holdings) Limited.
Robert B. Oxnam 53 Director of the Fund since June 1987; 500
630 Fifth Avenue Senior Advisor, Bessemer Securities
New York, NY 10111 Corporation since November 1992;
President, The Asia Society Inc., a
non-profit, non-political educational
institution, from 1981 through 1992;
Director of The First Philippine Fund Inc.
Baron J.G.A. Sirtema 70 Director of the Fund since June 1987; 500
van Grovestins Retired since September 1988; Chief
Middenduinendaalseweg 25 General Manager of Algemene Bank Nederland
2061 AP Bloemendaal N.V. from 1975 to September 1988.
The Netherlands
All Directors and Officers as 9,000
a Group (10 persons)
</TABLE>
- ---------------
(1) Lilia C. Clemente and Leopoldo M. Clemente, Jr. are husband and wife.
(2) Mr. Nakagama holds his shares jointly with his wife.
* "Interested Person" of the Fund, as defined in the Investment Company Act of
1940, as amended, by reason of such person's positions with the Fund, the
Adviser or both.
In addition to Mr. and Mrs. Clemente, William H. Bohnett and Thomas J.
Prapas serve as executive officers of the Fund, as set forth below. Each of the
executive officers serves at the pleasure of the Board of Directors.
<TABLE>
<CAPTION>
NAME AND ADDRESS AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- ------------------------------ --- --------------------------------------------------------
<S> <C> <C>
William H. Bohnett 47 Secretary of the Fund since June 1987; Partner of the
666 Fifth Avenue law firm of Fulbright & Jaworski L.L.P. since February
New York, NY 10103 1991.
Thomas J. Prapas 57 Treasurer of the Fund since January 1990; Economist and
152 West 57th Street Managing Director at Clemente Capital, Inc. since June
New York, NY 10019 1986.
</TABLE>
The Board of Directors of the Fund held four regular meetings during 1995.
All directors attended at least 75% of such meetings. The Audit Committee,
presently consisting of Messrs. Schieferdecker, Nakagama and Oxnam, met once
during 1995. The purpose of the Audit Committee is to advise the full Board with
respect to accounting, auditing and financial matters affecting the Fund.
4
<PAGE> 7
Directors who are not affiliated with Clemente Capital, Inc. (the
"Adviser") receive an annual stipend of $8,000 for serving on the Board and its
committees, an additional $500 for each directors' meeting which they attend and
reimbursement for out-of-pocket expenses in connection with their attendance at
directors' meetings. The Fund does not pay any pension or other benefits to its
directors. For the fiscal year ended December 31, 1995, the following table sets
forth compensation received by the Fund's directors from the Fund and The First
Philippine Fund Inc., a registered closed-end investment company for which
Clemente Capital, Inc., acts as investment adviser.
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
COMPENSATION THE FUND AND THE FIRST
NAME OF DIRECTOR FROM THE FUND PHILIPPINE FUND INC.
- --------------------------------------------------------- ------------- -----------------------
<S> <C> <C>
Leopoldo M. Clemente, Jr................................. 0 0
Sam Nakagama............................................. 10,500 10,500
Adrian C. Cassidy........................................ 10,000 22,500
G. Peter Schieferdecker.................................. 10,500 10,500
Thomas H. Lenagh......................................... 9,500 9,500
Lilia C. Clemente........................................ 0 0
Baron J.G.A. Sirtema van Grovestins...................... 10,000 10,000
Robert B. Oxnam.......................................... 10,500 22,500
</TABLE>
The Adviser, which pays the compensation and certain expenses of its
personnel who serve as directors and officers of the Fund, receives an
investment advisory fee.
Fulbright & Jaworski L.L.P., of which William H. Bohnett, the Secretary of
the Fund, is a partner, acts as legal counsel to the Fund.
As of March 6, 1996, LTB Trust, 6620 W. Broad Street, Richmond, Virginia
23230 owned approximately 5.1% of the outstanding common shares of the Fund. As
of such date, no other person owned of record or, to the knowledge of
management, beneficially owned more than 5% of the outstanding shares of the
Fund.
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS
By vote of the Board of Directors, including the vote of the non-interested
Directors, the firm of Price Waterhouse LLP has been selected as the Fund's
independent accountants for the year ending December 31, 1996. Such selection is
being submitted to the stockholders for ratification. The employment of Price
Waterhouse LLP is conditioned on the right of the Fund, by majority vote of its
stockholders, to terminate such employment. Price Waterhouse LLP has acted as
the Fund's independent accountants from its inception through December 31, 1995.
The services to be provided by the Fund's independent accountants include
examination of the Fund's annual financial statements and limited review of its
unaudited quarterly statements, assistance and consultation in connection with
Securities and Exchange Commission and New York Stock Exchange filings, and
preparation of the Fund's annual federal and state income tax returns.
A representative of Price Waterhouse LLP is expected to be present at the
meeting and will have the opportunity to make a statement if he or she so
desires. This representative will also be available to respond to appropriate
questions.
5
<PAGE> 8
INVESTMENT ADVISER AND ADMINISTRATOR
THE INVESTMENT ADVISER
Clemente Capital, Inc., the Fund's investment adviser (the "Adviser"), has
its principal office at 152 West 57th Street, New York, New York 10019. Lilia C.
Clemente, Chairman and Director of the Fund, is Chairman, Chief Executive
Officer and a Director of the Adviser. Leopoldo M. Clemente, Jr., President and
Director of the Fund, is President, Chief Investment Officer and a Director of
the Adviser. In addition to Mr. and Mrs. Clemente, the Adviser's Directors are:
Salvador Diaz-Verson, Jr., President of Diaz-Verson Capital Investments, Inc.,
an investment advisory firm located in Columbus, Georgia; Michael K. Majure,
Executive Vice President of Diaz-Verson Capital Investments, Inc.; Irving L.
Gartenberg, Esq., general counsel to the Adviser; and Thomas J. Prapas, Managing
Director and Chief Economist for the Adviser. Mrs. Clemente owns approximately
70% of the outstanding Common Stock of the Adviser. The address for Mr. and Mrs.
Clemente and Mr. Prapas is 152 West 57th Street, New York, New York 10019. The
address for Messrs. Diaz-Verson and Majure is 1200 Brookstone Centre Parkway,
Suite 105, Columbus, Georgia 31904; and the address for Mr. Gartenberg is 122
East 42nd Street, 46th Floor, New York, New York 10017.
THE ADMINISTRATOR
Furman Selz LLC, formerly known as Furman Selz Incorporated, the Fund's
administrator (the "Administrator"), has its principal office at 237 Park
Avenue, New York, New York 10017.
MISCELLANEOUS
As of the date of this Proxy Statement, management does not know of any
other matters that will come before the meeting. In the event that any other
matter properly comes before the meeting, the persons named in the enclosed form
of proxy intend to vote all proxies in accordance with their best judgment on
such matters.
All shares represented by proxies sent to the Fund to be voted at the
Annual Meeting will be voted if received prior to the meeting.
6
<PAGE> 9
1997 ANNUAL MEETING
Stockholder proposals meeting the requirements contained in the proxy rules
adopted by the Securities and Exchange Commission may, under certain conditions,
be included in the Fund's proxy material for an annual meeting of stockholders.
Pursuant to these rules, proposals of stockholders intended to be presented at
the Fund's 1997 Annual Meeting of Stockholders must be received by the Fund on
or before November 1, 1996 to be considered for inclusion in the Fund's Proxy
Statement and form of proxy relating to that Annual Meeting. Receipt by the Fund
of a stockholder proposal in a timely manner does not insure the inclusion of
such proposal in the Fund's proxy material.
Clemente Global Growth Fund, Inc.
WILLIAM H. BOHNETT
Secretary
Dated: March 15, 1996
PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW
7
<PAGE> 10
PROXY
CLEMENTE GLOBAL GROWTH FUND, INC.
The undersigned stockholder of Clemente Global Growth Fund, Inc. (the
"Fund") hereby constitutes and appoints Lilia C. Clemente, Robert B. Oxnam and
William H. Bohnett, or any of them, the action of a majority of them voting to
be controlling, as proxy of the undersigned, with full power of substitution,
to vote all shares of Common Stock of the Fund standing in his name on the
books of the Fund at the Annual Meeting of Stockholders of the Fund to be held
on Wednesday, April 24, 1996 at 9:30 A.M., New York time, at the offices of
Clemente Capital, Inc., 152 West 57th Street, New York, New York 10019 or at
any adjournment thereof, with all the powers which the undersigned would
possess if personally present, as designated on the reverse hereof:
THE UNDERSIGNED HEREBY INSTRUCTS THE SAID PROXIES (I) TO VOTE IN
ACCORDANCE WITH THE AFOREMENTIONED INSTRUCTIONS WITH RESPECT TO THE ELECTION OF
DIRECTORS, AND THE RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF
THE FUND'S INDEPENDENT ACCOUNTANTS, BUT, IF NO SUCH SPECIFICATION IS MADE, (II)
TO VOTE FOR THE ELECTION OF TWO DIRECTORS INTO CLASS II (EXPIRING 1999), (III)
TO VOTE FOR THE RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF THE
FUND'S INDEPENDENT ACCOUNTANTS, AND (IV) TO VOTE IN THEIR DISCRETION WITH
RESPECT TO SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING.
PROXY SOLICITED ON BEHALF OF CLEMENTE GLOBAL GROWTH FUND, INC.'S BOARD OF
DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS -- APRIL 24, 1996
(To be dated and signed on reverse side)
[SEE REVERSE SIDE]
<PAGE> 11
Please mark boxes
/x/ in blue or black ink.
<TABLE>
<S> <C> <C>
FOR ALL NOMINEES
LISTED above (except WITHHOLD AUTHORITY
as indicated to the to vote for all nominees
contrary below) listed above
(a) Election of two Direc- NOMINEES: Adrian C. Cassidy and
tors, as set forth Leopoldo M. Clemente, Jr.
below, for the terms
specified below and / / / /
until their successors are duly
elected and qualified: Class II
(expiring 1999)
</TABLE>
(INSTRUCTION: To withhold authority to vote for an individual, write that
nominee's name in the space provided below)
- ------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
(b) To ratify the selection by the Board of / / / / / /
Directors of Price Waterhouse LLP as the
Fund's independent accountants for the year
ending December 31, 1996;
(c) To transact such other business as may properly come before the Meeting or
any adjournment or adjournments thereof; all as set forth in the Notice of
Annual Meeting, dated March 15, 1996, and the accompanying Proxy Statement,
receipt of which is hereby acknowledged.
IMPORTANT: Signature(s) should correspond with the stenciled name appearing
hereon. When signing in a fiduciary or representative capacity, give full title
as such. When more than one owner, each should sign.
SIGNATURE(S) DATED: , 1996
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Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
