SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Sec. 240.14a-11(c) or Sec. 240.14a-12
CLEMENTE GLOBAL GROWTH FUND, INC.
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(Name of Registrant as Specified in its Charter)
Phillip Goldstein
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(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)(4)
and 0-11.
(1) Title of each class of securities to which transaction
applies: _____________________________________________
(2) Aggregate number of securities to which transaction
applies: _____________________________________________
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (Set forth
the amount on which the filing fee is calculated and
state how it was determined):
_______________________________________
(4) Proposed maximum aggregate value of transaction:
_______________________________________
(5) Total fee paid:________________________
[ ] Fee paid previously with preliminary materials.
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[ ] 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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Phillip Goldstein
60 Heritage Drive
Pleasantville, NY 10570
Dear Fellow Stockholders:
As a long-term stockholder of Clemente Global Growth Fund (the
"Fund"), I am concerned about the persistent discount from net asset
value per share ("NAV") at which shares of the Fund have traded.
To help give stockholders a stronger voice on matters
affecting the value of their investments in the Fund, at the 1998
Meeting of Stockholders I intend to nominate two persons for election as
directors of the Fund. I also intend to introduce three proposals for
action by stockholders. The meeting will be held on September 23, 1998.
The persons I intend to nominate for election as directors
are: Gerald Hellerman and myself. Each of us is committed to exploring
fully and implementing measures intended to increase the NAV of your
shares and/or to reduce or eliminate the discount from NAV. If elected,
the actions Mr. Hellerman and I might urge the Board of Directors to
consider and implement will include:
* Converting the Fund from a closed-end to an open-end fund;
* Purchasing shares in the market;
* Offering to repurchase shares at a premium to their market
price; and
* Liquidating the Fund.
At the meeting, I will introduce for approval by stockholders
the following proposals:
* A resolution terminating the investment advisory agreement
between the Fund and Clemente Capital, Inc., the Fund's
investment adviser;
* A resolution stating that it would be in the best interests
of the Fund and its stockholders for members of the Board
Directors who are not standing for re-election this year to
resign; and
* A resolution recommending that the Board of Directors
authorize and direct the officers of the Fund to reimburse
me for reasonable expenses incurred in connection with my
solicitation of proxies.
Please read the attached Proxy Statement carefully. It
contains additional information about the persons I plan to nominate for
election as directors and the proposals I plan to introduce.
<PAGE
To enable me to vote your shares in favor of the election of
my nominees and the three proposals noted above, PLEASE MARK, SIGN, DATE
AND RETURN THE ENCLOSED [GREEN] PROXY CARD IN THE POSTAGE PRE-PAID
ENVELOPE THAT HAS BEEN PROVIDED. You may vote on all proposals
contained in the Fund's [WHITE] proxy card, including a proposal
submitted by another stockholder recommending that the Board of
Directors take steps to convert the Fund to an open-end fund, by using
the enclosed [GREEN] proxy card. Instructions for executing the [GREEN]
proxy card are on the next page.
If you have already returned the [WHITE] proxy card sent to
you by the Fund, you may revoke that proxy and vote for my nominees and
proposals by marking, signing, dating and mailing a later dated [GREEN]
proxy card.
AFTER SUBMITTING A [GREEN] PROXY CARD, PLEASE DO NOT RETURN A
[WHITE] PROXY CARD (EVEN IF YOU ARE VOTING AGAINST THE NOMINEES NAMED IN
THE FUND'S PROXY STATEMENT). DOING SO WILL REVOKE YOUR [GREEN] PROXY
CARD.
If you have any questions, please call me at (914) 747-5262
Sincerely yours,
Phillip Goldstein
TO SUPPORT MY EFFORTS TO ENHANCE STOCKHOLDER VALUE, PLEASE
MARK, DATE, SIGN AND RETURN THE ENCLOSED [GREEN] PROXY CARD USING THE
ENCLOSED POSTAGE PRE-PAID ENVELOPE.
<PAGE>
VOTING INFORMATION
The Fund's proxy materials include proposals relating to the election of
directors and ratification of the selection of the Fund's independent
accountants. They also include four stockholder proposals. You may
vote on each of the matters contained in the Fund's proxy statement by
completing and returning the enclosed [GREEN] proxy card.
I am not making any recommendation as to how you should vote on
ratification of the selection of the Fund's independent accountants.
A [GREEN] proxy card which is returned to me or my agent will be voted
as you indicate on the card. If a [GREEN] proxy card is returned
without indicating how to vote on a matter, your shares will be voted
FOR the election of my nominees, FOR each of the proposals I plan to
introduce at the meeting, FOR the stockholder proposal on open-ending,
and will ABSTAIN on the proposal to ratify the selection of the Fund's
independent accountants.
If you have already returned the [WHITE] proxy card that was sent to you
by the Fund, you may revoke that proxy and vote for my nominees and
proposals by marking, signing, dating and mailing a later dated [GREEN]
proxy card.
Completing and returning a [WHITE] proxy card, even to vote against the
nominees named in the Fund's proxy statement, after you return the
enclosed [GREEN] proxy card will revoke the proxy given in the [GREEN]
card. Therefore, DO NOT return a [WHITE] proxy card after returning the
[GREEN] card, unless you wish to change your vote.
<PAGE>
PROXY STATEMENT IN OPPOSITION TO SOLICITATION BY THE BOARD
OF DIRECTORS OF CLEMENTE GLOBAL GROWTH FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
To be held on September 23, 1998
My name is Phillip Goldstein. I am sending this proxy
statement and the enclosed [GREEN] proxy card to holders of record on
July 29, 1998 (the "Record Date") of shares of common stock, par value
$.01 per share (the "Common Stock"), of Clemente Global Growth Fund,
Inc., a Maryland corporation (the "Fund"). The principal executive
offices of the Fund are located at 767 Third Avenue, New York, New York,
10017. I am soliciting a proxy to vote your shares at the 1998 Annual
Meeting of Stockholders of the Fund and at any and all adjournments or
postponements of the meeting. The meeting will be held on September 23,
1998, at The Essex House Hotel, 160 Central Park South, New York, New
York, at 9:30 a.m., New York time.
This proxy statement and the enclosed [GREEN] proxy card are
first being sent to stockholders of the Fund on or about September 2,
1998.
INTRODUCTION
There are six matters that the Fund has scheduled to be voted
on at the meeting:
1. The election of two persons to serve as directors of
the Fund;
2. The ratification of the selection by the Board of
Directors of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending
December 31, 1998;
3. A stockholder proposal to terminate the Fund's
advisory agreement with Clemente Capital, Inc., which
serves as the investment adviser of the Fund (the
"Contract Termination Proposal");
4. A stockholder proposal recommending that the Board of
Directors of the Fund take steps to convert the Fund to
an open-end fund within 60 days of stockholder approval
("Open-Ending Proposal").
5. A stockholder proposal stating that it would be in the
best interests of the Fund and its stockholders for
members of the Board of Directors who are not standing
for re-election this year to resign; and
<PAGE>
6. A stockholder proposal recommending that the Board of
Directors authorize and direct the officers of the Fund
to reimburse for reasonable expenses incurred in
connection with my solicitation of proxies.
With respect to these matters, I am soliciting a proxy to vote
your shares:
* IN FAVOR of the election of two persons (including myself)
whom I intend to nominate for election as directors of the
Fund; and
* FOR each of the stockholder proposals
I am making no recommendation on how shares should be voted on
the ratification of the selection of the Fund's independent accountants.
I am also soliciting your proxy to vote your shares FOR the
following proposals which I intend to introduce at the meeting (but
which do not appear in the Fund's proxy statement or on its [white]
proxy card):
As discussed below, I believe that election of my nominees
will help assure that serious consideration is given by the Board of
Directors to the implementation of measures intended to increase the net
asset value ("NAV") of the Fund's shares and/or to reduce or eliminate
the discount from NAV at which the Fund's shares have been trading. I
also believe that these goals will be furthered by stockholder approval
of the Contract Termination Proposal and the proposal stating that it
would be in the best interests of the Fund and the stockholders for
incumbent directors not standing for election to resign.
The Open-Ending Proposal submitted by another stockholder will
result in shares of the Fund being redeemable at NAV if the Board of
Directors takes the action recommended in that proposal and the
stockholders subsequently approve it. I therefore support the Open-
Ending Proposal.
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How Proxies Will Be Voted
All of the proposals scheduled by the Fund to be voted on at
the meeting are included in the enclosed [GREEN] proxy card. If you
wish to vote IN FAVOR of my nominees, and FOR the stockholder proposals,
you may do so by completing and returning a [GREEN] proxy card.
If you return a [GREEN] proxy card to me or my agent, your
shares will be voted on each matter as you indicate. If you do not
indicate how your shares are to be voted on a matter, they will be voted
IN FAVOR of the election of my nominees for director, and FOR the
stockholder proposals. If you do not indicate how to vote on the
ratification of the selection of the Fund's independent accountants,
your shares will be voted TO ABSTAIN on that matter.
If you return a [GREEN] proxy card, you will be granting the
persons named as proxies discretionary authority to vote on any other
matters of which they are not now aware that may come before the
meeting. These may include, among other things, matters relating to the
conduct of the meeting and proposals of other stockholders.
Voting Requirements
Only stockholders of record on the Record Date are entitled to
vote at the meeting. According to the Fund's proxy statement, there
were 5,892,400 shares of Common Stock issued and outstanding on the
Record Date. Holders of record on the Record Date will be entitled to
cast one vote on each matter for each share of Common Stock held.
Directors of the Fund are elected by a plurality of the votes cast.
Ratification of the selection of the Fund's independent accountants and
approval of the stockholder proposals described in the Fund's proxy
statement and this proxy statement each require the affirmative vote of
a majority of the shares voting on the matter, except for the Contract
Termination Proposal, which requires the vote of a majority of the
outstanding voting securities of the Fund, as defined by the Investment
Company Act of 1940 (the "1940 Act"). This majority means the lesser
of: (1) 67% or more of the Common Stock of the Fund present at the
meeting, if the holders of more than 50% of the outstanding Common Stock
are present or represented by proxy; or (2) more than 50% of the
outstanding Common Stock.
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In tallying stockholder votes, abstentions and "broker non-
votes" (i.e., shares held by brokers or nominees as to which (a)
instructions have not been received from the beneficial owners or
persons entitled to vote and (b) the broker or nominee does not have
discretionary voting power on a particular matter) will be counted for
purposes of determining whether a quorum is present for purposes of
convening the meeting. Abstentions and broker non-votes will have no
effect on the election of directors. The two nominees receiving the
largest number of votes will be elected to serve as directors of the
Fund. In addition, abstentions and broker non-votes are not considered
votes "cast" and thus, will have no effect on any proposal other than
the Contract Termination Proposal, in which case they will have the same
effect as "no" votes.
The presence, in person or by proxy, of the holders of more
than 50% of the shares of Common Stock of the Fund entitled to vote at
the meeting will constitute a quorum for the transaction of business.
If a quorum is not present at the meeting, or if a quorum is present but
sufficient votes to approve any of the stockholder proposals are not
received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies.
The proxies may also propose an adjournment for other reasons. Any
adjournment will require the affirmative vote of a majority of those
shares present at the meeting in person or by proxy. If an adjournment
of the meeting is proposed, the persons named as proxies on the [GREEN]
proxy card will vote for or against such adjournment in their
discretion.
Revocation of Proxies
You may revoke any proxy you give to management or me at any
time prior to its exercise in the following ways:
Deliver a written revocation of your proxy to the Secretary of
the Fund;
Execute and deliver a later dated proxy to me or to the Fund
or our respective agents; or
Vote in person at the meeting. (Attendance at the meeting
will not in and of itself revoke a proxy.)
There is no limit on the number of times you may revoke your
proxy prior to the meeting. Only the latest dated, properly signed
proxy card will be counted.
<PAGE>
Information Concerning the Soliciting Stockholder
The stockholder making this solicitation is Phillip Goldstein.
I am an independent investor and investment manager who presently
manages investment portfolios having assets in excess of $60 million.
Since December 1, 1992, I have been the president and 50% stockholder of
a company that serves as the general partner of a private investment
partnership. That partnership is a stockholder in the Fund.
Since 1996, I have taken an active role in urging the
management of certain registered closed-end investment companies,
including the Fund, to take various actions that I believe would benefit
those companies and their stockholders. My address is 60 Heritage
Drive, Pleasantville, NY 10570.
As of the Record Date, I owned jointly with my wife, Judy
Kauffman Goldstein, 1,501, shares of Common Stock of the Fund,
representing less than 1% of the issued and outstanding shares of Common
Stock. I am also deemed to be the beneficial owner of 284,000 shares of
Common Stock held by my clients, which represents approximately 4.82% of
the issued and outstanding shares of Common Stock. Combined, these
personal and client holdings (285,501 shares) represent 4.85% of the
outstanding Common Stock.
Exhibit 1 to this proxy statement contains a schedule showing
my purchases of Common Stock within the past two years.
REASONS FOR THE SOLICITATION
In my view, management has not taken meaningful steps to
enhance stockholder value. For this reason, I am soliciting your vote
to elect Mr. Hellerman and me to the Board of Directors and to approve
various stockholder proposals which I believe will enhance stockholder
value.
As you may know, the Board has recently approved a policy
calling for the repurchase of shares of the Fund in an attempt to reduce
the discount to NAV. Implementation of this policy is contingent on
stockholders rejecting the Open-Ending Proposal and the Contract
Termination Proposal. However, the Fund has made no commitment as to
the number of shares that will be purchased or the frequency of such
purchases. The Fund also has made no commitment as to the period for
which the share repurchase policy will be continued. I therefore
believe that the Board's newly adopted share repurchase policy is simply
designed to induce shareholders to reject the Stockholder proposals that
the Board opposes and will not provide a long-term solution to the
discount problem. More meaningful actions are required.
<PAGE>
The election of Mr. Hellerman and me as directors will provide
stockholders with an independent voice on important matters affecting
the Fund. Our election will give the Board a new perspective and will
help assure that measures intended to benefit stockholders are more
actively considered. The approval of my proposals will also further
these goals to the extent that they may result in:
* implementation of new investment advisory arrangements with
an investment adviser that is committed to enhancing value
for stockholders; and
* greater independence of the Board, enhancing its ability to
act in the best interests of stockholders.
If you share these goals, I urge you to vote for my nominees
and proposals, using the enclosed [GREEN] proxy card.
CERTAIN CONSIDERATIONS
In deciding whether to give me your proxy, you should consider
the following information.
Even if my nominees are elected and my proposals are approved
by stockholders, there can be no assurance that the full Board of
Directors will take any actions that we may advocate or that such
actions, if taken, will achieve their intended goals. My nominees will,
if elected, represent only two of the Fund's eight directors, absent the
resignation of any Class II or Class III directors.
Implementation of certain Board actions may require
stockholder approval, and no assurance can be given that such approval
will be obtained. In addition, various costs, which would be borne
indirectly by stockholders, may be associated with certain actions,
including but not limited to those associated with holding a special
meeting of stockholders.
I believe that all stockholders of the Fund will benefit if
any actions taken to improve stockholder value or to reduce or eliminate
the discount from NAV are successful. However, I am paid fees by my
clients who hold shares of the Fund. These fees will be greater if the
value of the Fund's shares increases and, in some cases, are based upon
a share of the profits the client earns.
<PAGE>
If the Contract Termination Proposal is approved, it will be
necessary for the Fund to retain a new investment adviser and obtain
approval of an investment advisory agreement with the new adviser by the
Board of Directors of the Fund, including the vote of a majority of the
directors who are not "interested persons" of the Fund as defined by the
1940 Act, and by stockholders of the Fund. No assurance can be given
that a new adviser will be identified or approved prior to the date as
of which the investment advisory agreement with Clemente Capital, Inc.
terminates. In such event, the Fund might have to implement interim
arrangements to assure continued management of the Fund's assets, which
might require the issuance of an order by the Securities and Exchange
Commission (and of which there can be no assurance). Alternatively, the
Board of Directors or officers of the Fund would have to manage the
Fund's investment portfolio.
I and companies with which I am affiliated are parties to
three pending legal actions involving closed-end funds. These actions
are described in Exhibit 2. In two of those actions, the closed-end
funds have alleged that I violated certain provisions of the Federal
securities laws in connection with the solicitation of proxies.
ELECTION OF DIRECTORS
At the meeting, stockholders will have the opportunity to
elect two persons as directors of the Fund. The Fund currently has a
total of eight directors, divided into three classes. There are
presently two Class I directors, whose terms expire in 1998 (one Class I
directorship is vacant and will not be filled), three Class II
directors, whose terms expire in 1999, and three Class III directors,
whose terms expire in 2000. Each person elected as a director at the
meeting will be a Class I director and have a term expiring in 2001.
I will nominate Mr. Gerald Hellerman and myself for election
as Class I directors of the Fund. Information about the nominees is as
follows:
Name, Business Address Age Principal Business Occupations
- ---------------------- --- ------------------------------
Gerald Hellerman 51 Since 1993, Mr. Hellerman
10965 Eight Bells Lane has served as the managing
Columbia, Maryland 21044 director of Hellerman Associates,
provides financial consulting and
litigation support services to
private clients in government
related matters. From 1976 to
1993,
<PAGE>
Mr. Hellerman was the Chief
Financial Analyst for the United
States Department of Justice.
He a trustee of Third Avenue
Trust, Third Avenue Value Fund,
Third Avenue Small Cap Value
Fund and Third Avenue High Yield
Fund, which are registered
open-end investment companies.
Phillip Goldstein 53 Since 1992, Mr. Goldstein has
60 Heritage Drive managed investments for a limited
Pleasantville, New York 10570 number of clients and has served
as the portfolio manager of a
private investment partnership.
He is president of the general
partner of that investment
partnership. Mr. Goldstein has
been a private investor in
closed-end investment companies
since 1974 and an advocate for
stockholders' rights since 1996.
As previously noted, I am deemed to own beneficially 285,501
shares of Common Stock, representing 4.85% of the shares outstanding on
the Record Date, including shares owned jointly with my wife and shares
owned by my clients. Mr. Hellerman does not own, beneficially or of
record, any shares of Common Stock of the Fund.
Directors of the Fund who are not affiliated with Clemente
Capital, Inc., or Wilmington Trust Company (the Fund's U.S. adviser)
receive an annual stipend of $8,000 for serving on the Board and its
committees, an additional $500 for each Board 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.
Other than fees that may be payable by the Fund to its
directors, neither nominee named above has any arrangement or
understanding with any person with respect to any future employment by
the Fund or by any affiliate of the Fund. I have agreed to indemnify
Mr. Hellerman for certain liabilities he may incur in connection with
this proxy solicitation.
<PAGE>
The persons named as proxies in the enclosed [GREEN] proxy
card intend, in the absence of contrary instructions, to vote all
proxies they are entitled to vote IN FAVOR of the election of the two
nominees named above. Each nominee has consented to stand for election
and to serve if elected. If either nominee is unable to serve, an event
not now anticipated, the proxies will be voted for such other person, if
any, as is designated by the persons named as proxies.
Information regarding the persons now serving as directors and
officers of the Fund, and additional information regarding the Fund, is
contained in the Fund's proxy statement.
STOCKHOLDER PROPOSALS
I intend to introduce the following three proposals at the
meeting.
Contract Termination Proposal
Several months ago, I submitted a stockholder proposal to the Fund on
behalf of the investment partnership that I manage. This proposal is
included in the Fund's proxy statement and states as follows:
RESOLVED, The investment advisory agreement between Clemente
Capital, Inc. and the Fund shall be terminated.
If this proposal is approved by stockholders, the investment
advisory agreement with the Fund's investment advisory agreement with
Clemente Capital, Inc. will terminate 60 days after approval of the
proposal. I believe that Clemente Capital, Inc. has been the primary
impediment to the open-ending of the Fund. Although passage of this
proposal would not result in open-ending the Fund, it will encourage the
Board of Directors to seek a new investment adviser who is committed to
enhancing stockholder value.
In the event this proposal is approved by stockholders, it
will be necessary for the Board of Directors, including a majority of
the directors who are not "interested persons" (as defined by the 1940
Act) of the Fund, to approve an investment advisory agreement with a new
investment adviser to assure continuity of services to the Fund. This
new advisory agreement will also have to be approved by stockholders of
the Fund prior to its effectiveness. If a new advisory agreement is not
approved by stockholders and directors and implemented prior to the
effective date of the termination of the present investment advisory
agreement, it is possible that there will be a period of time during
which the Fund will not have an independent investment adviser
<PAGE>
responsible for the management and supervision of its investment
portfolio. In addition, termination of the investment advisory
agreement will require the Fund to change its name. The investment
advisory agreement with Clemente Capital, Inc. specifies that the Fund
may only use the name "Clemente" for so long as the investment advisory
agreement is in effect. A stockholder vote will be required to change
the name of the Fund.
Proposal that Class II and Class III Directors Resign
At the meeting, I intend to introduce the following resolution
for approval by the stockholders:
RESOLVED, That it would be in the best interests of the Fund
and its stockholders for the Class II and Class III directors to resign
their positions as directors of the Fund.
Resignation of the Class II and Class III directors will
enable the Class I directors, elected at the 1998 Annual Meeting of
Stockholders, and an additional director appointed by them, to have sole
responsibility for the consideration and determination of actions that
should be taken in seeking to enhance stockholder value and to eliminate
or reduce the discount from NAV at which shares of the Fund trade.
If my nominees are elected as directors of the Fund and if at
least five of the six Class II and Class III directors of the Fund
resign their positions, my nominees will constitute a majority of the
Board of Directors. If all of the Class II and Class III directors
resign, it will be necessary to appoint an additional director to
satisfy the requirement of the By-Laws of the Fund that there be at
least three directors. Under the By-Laws, my nominees will, if elected,
have the authority to appoint a person to serve as a director. The
nominees will fix the number of directors at three persons and will not
call a stockholder meeting to elect additional directors in order to
reduce costs to the Fund.
If Mr. Hellerman and I comprise a majority of the Board of
Directors, we will have the ability to implement measures we believe
will enhance stockholder value and are in the best interest of
stockholders. Of course, no assurance can be given that any such
measures will be successful.
Proposal Recommending Reimbursement of Expenses of Soliciting
Stockholder
<PAGE>
At the meeting, I intend to introduce the following resolution
for approval by the stockholders:
RESOLVED, That the stockholders hereby recommend that the Board of
Directors authorize and direct the officers of the Fund to reimburse
Phillip Goldstein for such reasonable fees and expenses as have been and
may hereafter be incurred by him in connection with his solicitation of
proxies to be voted at the 1998 Annual Meeting of Stockholders.
I believe that the election of my nominees as directors of the
Fund and the approval of the stockholder proposals I intend to introduce
will benefit the Fund and its stockholders. For this reason, I intend
to seek reimbursement of the reasonable fees and expenses I incur in
connection with the solicitation of proxies and believe that
reimbursement by the Fund would be appropriate.
PRINCIPAL HOLDERS OF VOTING SECURITIES
According to the Fund's proxy statement, as of the Record
date: (i) Ron Olin Investment Management Company and Deep Discount
Advisers, Inc., both located at One West Pack Square, Suite 777,
Asheville, North Carolina 28801, together owned approximately 19.4% of
the outstanding Common Stock of the Fund; and (ii) no other person owned
of record or, to the knowledge of the Fund, beneficially owned more than
5% of the outstanding Common Stock. Mr. Olin and Deep Discount
Advisers, Inc. are defendants in litigation involving a closed-end
investment company in which Phillip Goldstein is also a defendant. See
Exhibit 2.
According to the Fund's proxy statement, officers and
directors of the Fund, as a group (10 persons), owned an aggregate of
8,500 shares of Common Stock, representing less than 1% of the
outstanding shares.
THE SOLICITATION
I am making this solicitation personally. My wife, Judy
Kauffman Goldstein, as well as persons affiliated with or employed by
the general partner of the investment partnership that I manage, may
assist me in the solicitation of proxies. They will not receive any
special compensation for their services.
Banks, brokerage houses and other custodians, nominees and
fiduciaries will be requested to forward this proxy statement and the
enclosed [GREEN] proxy card to the beneficial owners of shares of Common
Stock for whom they hold shares of record. I will reimburse these
organizations for their reasonable out-of-pocket expenses.
<PAGE>
I will personally bear all of the fees and expenses related to
this proxy solicitation except to the extent that I seek and obtain
reimbursement. I intend to seek reimbursement of these expenses from
the Fund and will propose at the meeting that stockholders authorize and
direct such reimbursement at the meeting. I estimate that the total
amount of fees and expenses I will incur in soliciting proxies will be
approximately $30,000. These fees and expenses to date are
approximately $20,000. If I am not reimbursed by the Fund, I may seek
reimbursement from one or more of my clients or from the general partner
of the Partnership that I manage.
I am not and, within the past year, have not been a party to
any contract, arrangement or understanding with any person with respect
to any securities of the Fund. In addition, there is no arrangement or
understanding involving either myself or any associate which relates to
future employment by the Fund or any future transaction with the Fund.
If you have any questions concerning this proxy solicitation
or the procedures to be followed to execute and deliver a proxy, please
call me at (914) 747-5262.
ADDITIONAL PROPOSALS
I know of no business that will be presented for consideration
at the meeting other than that set forth in this proxy statement and in
the Fund's proxy statement. If any other matters are properly presented
for consideration at the meeting, it is the intention of the persons
named as proxies in the enclosed [GREEN] proxy card to vote in
accordance with their own best judgment on such matters.
The date by which a stockholder must submit a proposal to be
presented at the 1999 Annual Meeting of Stockholders is set forth in the
Fund's proxy statement.
<PAGE>
Dated: August 28, 1998
EXHIBIT 1
SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING STOCKHOLDER
Except as disclosed in this proxy statement, neither Mr.
Goldstein nor Mr. Hellerman has, or had, any interest, direct or
indirect, by security holdings or otherwise, in the Fund. The following
table sets forth certain information with respect to purchases of shares
of Common Stock of the Fund by Mr. Goldstein and by accounts holding
shares as to which he is deemed to be the beneficial owner (the
"Accounts"). Mr. Hellerman does not own of record or beneficially any
shares of Common Stock and has not owned any Common Stock within the
past two years. Mr. Goldstein and the Accounts have not sold any shares
of Common Stock within the past two years.
The shares are held in margin accounts, together with other
securities owned by Mr. Goldstein and the Accounts. Therefore, a
portion of the purchase price and market value of the shares may from
time to time be represented by margin borrowings, depending upon the net
debit balances, if any, of the margin accounts, which fluctuate daily.
Date Shares Purchased
9/12/96 5,000
9/17/96 2,100
9/18/96 1,400
9/19/96 700
10/4/96 15,000
10/9/96 5,500
10/22/96 5,000
10/29/96 2,700
10/30/96 5,900
11/4/96 2,100
11/26/96 1,000
11/29/96 1,500
11/30/96 3,500
12/4/96 1,500
12/18/96 5,000
12/23/96 5,000
6/17/97 4,800
6/18/97 1,700
6/19/97 1,100
6/20/97 2,000
<PAGE>
7/25/97 2,300
8/11/97 300
8/12/97 4,600
8/13/97 2,400
8/15/97 2,000
8/18/97 2,000
8/19/97 3,000
8/22/97 1,900
8/23/97 1,700
8/27/97 6,300
8/28/97 35,850
8/29/97 4,700
9/2/97 8,050
9/4/97 3,000
9/5/97 5,000
9/22/97 3,600
9/23/97 100
10/21/97 5,100
10/23/97 4,300
10/27/97 800
10/28/97 1,000
11/11/97 200
11/24/97 4,900
11/26/97 1,900
11/28/97 3,000
12/11/97 3,900
12/12/97 2,700
12/17/97 1,500
12/19/97 500
12/22/97 5,500
12/23/97 7,000
12/26/97 1,200
12/29/97 3,800
<PAGE>
EXHIBIT 2
PENDING LITIGATION INVOLVING THE SOLICITING STOCKHOLDER
The soliciting stockholder, and entities affiliated with him,
are involved in the following pending litigation relating to closed-end
funds. Each litigation is pending in U.S. District Court for the
Southern District of New York.
The Emerging Germany Fund Litigation
Phillip Goldstein, an investment partnership that he manages
(the "Partnership"), and the general partner of the Partnership (the
"General Partner") (of which Phillip Goldstein is a 50% owner) are named
defendants in a federal court action for injunctive relief filed on
April 8, 1998 by The Emerging Germany Fund, Inc. ("FRG"). FRG filed
this action immediately after canceling its 1998 annual meeting
scheduled for April 27, 1998, and has stated that it will not schedule
an annual meeting until the litigation has been resolved.
In its action, FRG alleges that the defendants solicited
proxies in violation of Section 14(a) of the Securities Exchange Act of
1934 (the "Exchange Act") in connection with certain postings by Mr.
Goldstein on an Internet bulletin board. FRG also alleges that Mr.
Goldstein, the Partnership, and two other defendants, Ronald Olin and
Deep Discount Advisors, Inc., were a "group" within the meaning of
Section 13(d) of the Williams Act, and had failed to file a Schedule
13D.
All defendants have moved to dismiss FRG's complaint. Those
motions are pending. In addition, the Partnership has filed a related
action against FRG and its directors for declaratory and injunctive
relief alleging that FRG's management violated Section 14(a) of the
Exchange Act and took actions, including the adoption of an advance
notice by-law and cancellation of the annual meeting, for the purpose of
entrenching management and depriving the stockholders of their right to
vote. FRG has filed an answer to the Partnership's complaint, and
discovery has been stayed pending a decision on the motions to dismiss
FRG's case.
<PAGE>
The Emerging Mexico Fund Litigation
On June 10, 1998, the Partnership filed a federal court action
for declaratory and injunctive relief against The Emerging Mexico Fund,
Inc. ("MEF") and its directors alleging that the defendants violated
Section 14(a) of the Exchange Act and Section 36 of the Investment
Company Act of 1940 Act (the "1940 Act") by, among other things,
precluding the Partnership from presenting certain proposals and
nominees for election as directors at MEF's 1998 annual stockholders'
meeting. The complaint alleges that the defendants improperly used
MEF's advance notice by-law to eliminate any challenge to management,
and that MEF made misleading statements in its proxy statement with
respect to certain stockholder proposals. The action seeks to nullify
any election of management's nominees for director, and to compel MEF to
hold a meeting at which stockholders may present nominees for director,
as well as other proposals.
MEF has answered the Partnership's complaint and has filed
counterclaims against the Partnership, Phillip Goldstein and the General
Partner, alleging that Goldstein solicited proxies via a posting on an
Internet bulletin board and comments solicited by financial journalists
for the election of the Partnership's nominees (which MEF had determined
could not be elected at the annual meeting) in violation of Section
14(a) of the Exchange Act. Goldstein, the General Partner and the
Partnership have moved to dismiss MEF's claims.
The Gabelli Global Multimedia Trust Litigation
On or about September 4, 1997, a lawsuit seeking class action
status was commenced by the Partnership against the Gabelli Global
Multimedia Trust (the "Trust") and its directors alleging violations of
Section 14(a) of the Exchange Act and Section 20(a) of the 1940 Act (and
as against the directors, breach of fiduciary duty) and seeking
rescission of the issuance of preferred stock by the Trust and other
relief. The complaint alleges that the Trust's proxy statement used in
connection with the 1997 Annual Meeting contained material misstatements
and omissions in connection with a proposal to amend the restriction on
the issuance of senior securities. On January 16, 1998, the defendants
opposed the motion for class certification which is now under the
court's consideration.
* * *
All of the above actions were filed in the Federal District
Court , S.D.N.Y. Copies of all pleadings in the above actions are
available upon request to Gregory E. Keller of the law firm of
Silverman, Harnes, Harnes, Prussin & Keller, 750 Lexington Avenue, New
York, New York 10022, Tel. (212) 754-2333.
<PAGE>
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO
THE BOARD OF DIRECTORS OF
CLEMENTE GLOBAL GROWTH FUND, INC.
BY
PHILLIP GOLDSTEIN
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 23, 1998
The undersigned hereby appoints Steven Samuels, Rajeev Das and Phillip
Goldstein, and each of them, as the undersigned's proxies, with full
power of substitution, to attend the Annual Meeting of Stockholders of
Clemente Global Growth Fund, Inc. (the "Fund") to be held at The Essex
House Hotel, 160 Central Park South, New York, New York, on September
23, 1998, at 9:30 a.m., New York time (the "Meeting"), and any
adjournment(s) or postponement(s) thereof, and to vote on all matters
that may come before the Meeting and any such adjournment or
postponement the number of shares that the undersigned would be entitled
to vote, with all the power the undersigned would possess if present in
person, as specified below. The proxies may vote in their discretion
with respect to such other matter or matters as may come before the
Meeting and with respect to all matters incident to the conduct of the
Meeting.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF DIRECTORS.
FOR all nominees listed below. WITHHOLD AUTHORITY
(except as indicated to the contrary below) [ ] to vote for all
nominees listed
below [ ]
GERALD HELLERMAN
PHILLIP GOLDSTEIN
If you wish to withhold authority to vote for the election of any
individual nominee, write the name of that nominee below:
______________________________
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Fund's independent accountants
for the year ending December 31, 1998:
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Stockholder proposal recommending that the Board of Directors
take steps to convert the Fund to an open-end fund.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
<PAGE>
4. Stockholder proposal to terminate the investment advisory
agreement between the Fund and Clemente Capital, Inc.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Stockholder proposal stating that resignation of Class II and
Class III directors would be in the best interests of the Fund
and its stockholders.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. Stockholder proposal recommending that the Board authorize and
direct the Fund's officers to reimburse Phillip Goldstein for
reasonable fees and expenses incurred in soliciting proxies.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
IMPORTANT - - PLEASE SIGN AND DATE THE [REVERSE SIDE].
SHARES WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED IN FAVOR OF THE ELECTION OF ALL NOMINEES NAMED ABOVE IN
ITEM 1 AND FOR PROPOSALS 3, 4, 5 AND 6, AND WILL ABSTAIN FROM VOTING ON
PROPOSAL 2. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY
STATEMENT DATED SEPTEMBER 2, 1998, OF PHILLIP GOLDSTEIN. THE
UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE EXECUTED BY THE
UNDERSIGNED RELATING TO THE SUBJECT MATTER HEREOF AND CONFIRMS ALL THAT
THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
(IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Phillip Goldstein, a stockholder of the
Fund.
Please sign exactly as your name appears hereon or on proxy cards
previously sent to you. When shares are held by joint tenants, both
should sign. When signing as an attorney, executor, administrator,
trustee or guardian, please give full title as such. If a corporation,
please sign in full corporate name by the President or other duly
authorized officer.
If a partnership, please sign in partnership name by authorized person.
SIGNATURE(S) Dated:
Please sign as registered and return promptly in the enclosed envelope.
Executors, trustees and other signing in a representative capacity
should include their names and the capacity in which they sign.
