SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The United Kingdom 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, 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:
(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:
(The United Kingdom Fund Inc. 245 Park Avenue, New York, New York, 10167
(212) 272-2000)
AN IMPORTANT REMINDER
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Dear Stockholder:
You should have previously received proxy material in connection with
the upcoming Annual Meeting of Stockholders of The United Kingdom Fund Inc.
(the "Fund") to be held on September 15, 1998.
According to our latest records, your proxy for this meeting has not
been returned. Regardless of the number of shares you may own, it is very
important that they be represented at this meeting.
We urge you to sign, date and mail the enclosed proxy card promptly.
We have also enclosed for your information a copy of Anthony M.
Solomon's August 26(th), 1998 letter to stockholders of the Fund.
PLEASE CALL 1-800-GO-FEDEX AND FEDERAL EXPRESS WILL COME AND PICK UP YOUR
PROXY CARD.
If you have any questions, please call our proxy solicitor, Corporate Investor
Communications, Inc., toll free at
1-800-346-7885.
IF YOU HAVE RECENTLY MAILED YOUR PROXY,
PLEASE ACCEPT OUR THANKS AND DISREGARD THIS REQUEST.
26th August 1998
Dear Stockholder of The United Kingdom Fund Inc.
You may soon be receiving proxy materials from Phillip Goldstein of
Opportunity Partners, L.P. recommending that you vote for open-ending the Fund
and, to that end, replace your Board with himself and his nominees.
The Open-ending Proposal (Proposal 3)
The many important pros and cons of open-ending the Fund are set out in our
proxy statement of 14th August 1998. The most important advantage in
open-ending is the quick reduction in the discount to net asset value at which
the Fund's shares currently trade. The most important advantage in the Fund's
remaining closed-end is the greater investment flexibility which permits
better long-term performance. Country funds, like your Fund, have tended to
be closed-end because the volatility of investor demand for individual
countries can cause an open-end fund to experience wide swings in net
purchases (which often adds cash in rising markets and dilutes returns) and
net redemptions (which often forces sales in falling markets and aggravates the
downside).
Your Board recommends that stockholders vote against open-ending (Proposal 3)
because it believes that it would be in the best long-term interests of
stockholders for the Fund to remain closed-end.
As evidenced by the discussion of litigation in his proxy statement and
numerous news articles, Mr. Goldstein seeks short-term arbitrage profits by
investing in closed-end funds and then open-ending them. While this may be a
legitimate investment approach, it can be detrimental to the long-term
interest of stockholders.
Although the approval of two-thirds of the Fund's shares is currently required
for open-ending, in order to be responsive to stockholders with different
investment objectives, we have undertaken to lower the voting requirement
below that level to the minimum allowed by law. If a majority of the Fund's
shares are voted in favor of open-ending, your Board will implement a plan to
convert the Fund to an open-end company, merge the Fund with another open-end
company or liquidate the Fund.
Whether you agree with your Board that the Fund should remain a closed-end
fund, or you wish to convert it to an open-end fund, it is important that you
vote on Proposal 3 so that your Board is in the best position possible to
reflect the interests of all stockholders.
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We are asking you to sign, date and return the WHITE proxy card today. Please
do not return any green cards sent to you by Mr. Goldstein. However, if you
have already returned a green proxy card, you can still support your Board's
nominees by signing and dating the enclosed WHITE card. Only your latest dated
card counts. If you have any questions about how to vote your shares, please
call our proxy solicitor, Corporate Investor Communications, toll free at
(888) 243-9154.
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The Composition of the Board (Proposal 1)
Your Board consists of people with long and broad-based management experience.
A majority of your directors have served on the Board since the Fund's
inception in 1987. Other management positions that are held or have been held
by the eight members of your Board are President of the Federal Reserve Bank
of New York, Chairman and Chief Executive Officer of State Street Research &
Management Co., Managing Director and Partner of Bear, Stearns & Co., Chairman
of Oppenheimer Management Corp., Chairman of Josiah Wedgwood & Sons Ltd.,
Chief Investment Officer of College Retirement Equities Fund, Chairman of
Mercury Asset Management Group Ltd. and Investment Manager of Rockefeller &
Co., Inc. In contrast, none of Mr. Goldstein's nominees appear to have any
comparable experience.
Mr. Goldstein discloses in his own proxy statement that he has purchased
120,200 shares in the Fund in the last two months. Your Board can only
speculate that Mr. Goldstein is waging this proxy contest to elect his slate
of nominees because he believes that this will increase the chances of his
realising through open-ending a quick profit on the substantial stake he has
recently established. However, your Board has undertaken to lower the voting
requirement for open-ending the Fund to the minimum permitted by law -- a
majority of the outstanding shares. If the Goldstein slate is elected, they
will have the very same voting requirement.
Your Board has adopted a course of action that is responsive to all
stockholders regardless of whether they have short-term or long-term
investment objectives. In contrast, Mr. Goldstein is understandably focused
on short-term profits and is looking to replace your Board with himself and
four nominees who presumably are similarly focused on short-term profits.
Indeed, Mr. Goldstein discloses in his proxy statement that one of his
nominees, Mr. Robert E. Kelly, has purchased 5,800 shares in the Fund in the
last month.
To support your Board vote only the WHITE proxy card. This will allow your
Board to take the course of action mandated by stockholders. Please do not
return Mr. Goldstein's green proxy card, even to vote against his nominees.
If you have already returned a green proxy card, you can still vote for your
Board by signing, dating and returning the enclosed WHITE proxy card.
On behalf of the Board of Directors of the Fund, we appreciate your support
and I assure you that we will continue to work for you in overseeing the
performance of your investment. If you have any questions or want to request
without charge a copy of the fund's annual report (and its subsequent
quarterly report once available), please feel free to call toll free (888)
243-9154.
Sincerely,
Anthony M. Solomon
Chairman of the Board
IMPORTANT
Please vote today. Your vote is important. No matter how many or how few
shares of The United Kingdom Fund Inc. you own, please vote by signing, dating
and returning the enclosed WHITE PROXY.
o IF YOUR SHARES ARE HELD THROUGH A BROKERAGE FIRM, your broker cannot
vote such shares unless he receives your specific instructions. Please
sign, date and return the enclosed WHITE PROXY CARD in the postage-paid
envelope that has been provided.
o IF YOU ARE SIGNING AS A CUSTODIAN, TRUSTEE, PARTNER, OFFICER, EXECUTOR
OR ATTORNEY, please write in such title next to your signature.
o IF YOU HAVE ALREADY RETURNED A GREEN PROXY CARD, you have every right to
change your vote by signing and returning the enclosed WHITE PROXY and
dating it later than the green proxy card. Only your latest dated,
properly executed card will count.
If you have any questions about how to vote your shares, please call out proxy
solicitor:
Corporate Investor Communications, Inc.
111 Commerce Road
Carlstadt, NJ 07072
Toll free: 1-888-243-9154
Call collect: 1-201-896-1900
