SCHEDULE 14 A INFORMATION
Proxy Statement Pursuant to Section 14 (a) of the Securities Exchange Act of
1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/x/ Preliminary Proxy Statement
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e) (2))
THE UNITED KINGDOM FUND INC.
(Name of Registrant as Specified in Its Charter)
Phillip Goldstein
(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 Rules 14a-6(i) (4) and 0-11.
(1) Title of each class of securities to which transaction applies: Not
applicable.
(2) Aggregate number of securities to which transaction applies: Not
applicable.
(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) : Not
applicable.
(4) Proposed maximum aggregate value of transaction: Not applicable.
(5) Total fee paid: Not applicable.
/ / 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: Not applicable.
(2) Form, Schedule or Registration Statement No.: Not applicable.
(3) Filing Party: Not applicable.
(4) Date Filed: Not applicable.
1
THE UNITED KINGDOM FUND INC.
PROXY STATEMENT OF PHILLIP GOLDSTEIN IN OPPOSITION
TO MANAGEMENT'S SOLICITATION OF PROXIES
This Proxy Statement and the enclosed GREEN Proxy Card are furnished in
connection with a solicitation of proxies by Phillip Goldstein ("Goldstein"), to
be used at the Annual Meeting of Stockholders ("Meeting") of The United Kingdom
Fund Inc. ("Fund") to be held on Tuesday, September 15, 1998 at 11:00 a.m. at
the Waldorf-Astoria Hotel, 301 Park Ave., 4th Floor, New York, New York, (i) to
elect five directors of the Fund to serve for a one-year term and until their
successors are duly elected and qualified, (ii) to ratify or reject the
selection of Ernst & Young LLP as the Fund's independent auditors; (iii) to
amend and restate the charter to convert the Fund from a closed-end investment
company to an open-end investment company; (iv) to vote on Goldstein's proposal
that the Fund offer to repurchase all of its outstanding shares at net asset
value and (v) to transact such other business as may properly come before the
Meeting or any adjournment thereof. Goldstein is soliciting proxies with respect
to all of the foregoing matters.
It is expected that this Proxy Statement will be mailed to stockholders of
record on or about August ___ , 1998. Goldstein's address is 60 Heritage Drive,
Pleasantville, New York 10570.
IMPORTANT
Please carefully review this Proxy Statement and the enclosed GREEN Proxy
Card and vote FOR the election of the Goldstein Nominees (as hereinafter
defined) to the Board of Directors and FOR all of the other Proposals contained
in this Proxy Statement by so indicating and by signing, dating and mailing the
GREEN Proxy Card promptly in the enclosed envelope.
ONLY A STOCKHOLDER OF RECORD ON THE RECORD DATE OF JUNE 26, 1998 IS
ENTITLED TO VOTE AND TO EXECUTE A PROXY.
REMEMBER, ONLY YOUR LATEST DATED, VALIDLY EXECUTED PROXY WILL COUNT.
THEREFORE, EVEN IF YOU HAVE ALREADY RETURNED A WHITE MANAGEMENT PROXY CARD, YOU
CAN VOTE FOR THE GOLDSTEIN NOMINEES AND FOR THE OTHER PROPOSALS IN THIS PROXY
STATEMENT BY RETURNING A LATER DATED GREEN PROXY CARD. AFTER YOU RETURN A GREEN
PROXY CARD, PLEASE DO NOT SUBSEQUENTLY RETURN ANY WHITE PROXY CARD, EVEN TO VOTE
AGAINST MANAGEMENT'S BOARD SLATE, AS THAT MAY REVOKE THE GREEN PROXY YOU HAVE
SUBMITTED.
If you own shares of the Fund's Common Stock, but your stock certificate is
held for you by a brokerage firm, bank or other institution, only such entity,
as the owner of record, can vote your shares. The brokerage firm, bank, or other
institution holding your shares is required to forward proxy materials to you
and to solicit your instructions with respect to the granting of a proxy; it
cannot vote your shares on all matters without your instructions. THEREFORE,
PLEASE INSTRUCT THE BROKERAGE FIRM, BANK, OR OTHER INSTITUTION HOLDING YOUR
<PAGE>
SHARES TO VOTE SUCH SHARES FOR THE ELECTION OF THE GOLDSTEIN NOMINEES TO
THE BOARD OF DIRECTORS AND FOR ALL OF THE OTHER PROPOSALS BY PROMPTLY MARKING,
SIGNING, DATING AND MAILING YOUR GREEN PROXY CARD IN THE ENVELOPE PROVIDED.
WHERE YOU SPECIFY NO CHOICE ON YOUR GREEN PROXY CARD, IT WILL BE VOTED FOR THE
GOLDSTEIN NOMINEES AND FOR EACH OTHER PROPOSAL IN THIS PROXY STATEMENT.
Any stockholder giving a proxy may revoke it at any time before it is voted
by attending the Annual Meeting and voting in person, by giving written notice
to the Secretary of the Fund at The United Kingdom Fund, Inc., c/o Bear Stearns
Funds Management, Inc., 245 Park Ave., 15th Fl,. New York, NY 10167 stating that
the proxy has been revoked, or by delivery of a proxy bearing a later date.
As of June 26, 1998, the Fund had 4,011,655 shares of Common Stock issued
and outstanding. Stockholders of the Fund will vote as a single class.
A VOTE FOR THE GOLDSTEIN NOMINEES AND FOR ALL OF THE OTHER PROPOSALS IN
THIS PROXY STATEMENT WILL ENABLE YOU TO SEND A MESSAGE THAT YOU WISH TO
MEANINGFULLY ENHANCE SHAREHOLDER VALUE.
VOTE REQUIRED The Fund's proxy statement provides that Proposals 1 and 2
concerning the election of directors and the ratification of accountants require
the favorable vote of the holders of a majority of the shares present and
entitled to vote at the meeting at which a quorum is present, while Proposals 3
and 4 concerning the possible open-ending of the Fund and the possible offer by
the Fund to repurchase all of its outstanding shares at net asset value ("NAV")
require the favorable vote of the holders of two-thirds of the Fund's
outstanding shares. The Fund has stated that it intends to treat 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) as present for quorum purposes if
the proxy represented by that non-vote votes on at least one Proposal.
Consequently, broker non-votes and abstentions will have the effect of a vote
against each proposal.
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PROPOSAL No. 1
ELECTION OF DIRECTORS
Goldstein is proposing the election of his nominees so that the
stockholders will have an opportunity to elect Directors who will seek to take
prompt action to enhance stockholder value if the stockholders indicate by their
vote at the Meeting that they favor such action. The Goldstein Nominees do not
believe that the Fund's current Board of Directors is committed to increasing
shareholder value as evidenced by its opposition to converting the Fund to an
open-end investment company (Proposal No. 3) and/or having the Fund offer to
repurchase all of the outstanding shares at NAV (Proposal No. 4). A majority of
the votes cast at the Meeting in person or by proxy may vote in favor of
converting the Fund to an "open-end" format, as occurred in 1997, but such
affirmative vote may still be less than the affirmative vote of a majority of
the outstanding shares required by the current Board of Directors for the Board
to reconvene and adopt a plan to convert to an open-end investment company,
liquidate the Fund or merge with an open-end fund. If the Goldstein Nominees
conclude that the stockholders' vote on Proposal Number 3 to open-end the Fund
is a mandate for affirmative action to narrow the discount of the Fund's shares
to its NAV, the Goldstein Nominees will actively consider various measures to
enhance stockholder value, including, but not limited to, converting the Fund to
an open-end investment company; open market share repurchases; conducting a
share repurchase offer at NAV; merging the Fund with an existing open-end fund
or liquidating the Fund. As of June 26, 1998, (i) Goldstein (and his wife)
directly owned 100 shares of the Fund's Common Stock and (ii) Goldstein may be
deemed to beneficially own a total of 9,400 shares of Common Stock (collectively
the "Goldstein Shares.").
Goldstein proposes that stockholders of the Fund elect the following
nominees: Richard Barone, Gerald Hellerman, Robert Kelly, Adam Shapiro and
Phillip Goldstein (collectively the "Goldstein Nominees") to serve for a
one-year term, and, in each case, until his respective successor is duly elected
and qualified. The following information is provided regarding each of the
Goldstein Nominees, none of whom is now serving or has previously served as a
director of the Fund and none of whom has been compensated by the Fund. None of
the Goldstein Nominees is deemed to be an "interested person" of the Fund, as
defined in the Investment Company Act of 1940, as amended (the "1940 Act.")
Name, Principal Occupation and Business Experience for Past Five Years
Richard Barone- Age 59
Since 1973, Mr. Barone has served as President and Chief Executive Officer
of the Maxus Investment Group, an investment advisory and securities brokerage
firm. He manages the Maxus Equity Fund and the Maxus Income Fund which are
registered open-end investment companies.
3
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Gerald Hellerman - Age 51
Since 1993, Mr. Hellerman has served as the managing director of Hellerman
Associates, which provides financial consulting and litigation support services
to private clients in government related matters. From 1976 to 1993, Mr.
Hellerman was the Chief Financial Analyst for the United States Department of
Justice. He is a trustee of the Third Avenue Trust, the Third Avenue Value Fund
, the Third Avenue Small Cap Value Fund and the Third Avenue High Yield Fund,
which are registered open-end investment companies.
Robert Kelly, C.F.A.-Age 59
Since 1978, Mr. Kelly has served as an officer and director of Forbes,
Walsh, Kelly & Co., a registered securities broker/dealer. Mr. Kelly is the
general partner of Andiero Partners, an investment partnership.
Adam Shapiro -Age 34
Since 1995, Mr. Shapiro has served as founder and principal of Advantage
Capital Management, an investment advisory firm with expertise in closed-end
investment companies, and as the General Partner of Advantage Partners, L.P., an
investment partnership. From 1994 to 1995, Mr. Shapiro was a portfolio manager
with Deep Discount Advisors, Inc. a registered investment advisor specializing
in investments in closed-end investment companies and from 1993 to 1994 he was a
health care consultant for Value Health Sciences, a health care advisory firm.
Phillip Goldstein -Age 53
Since 1992, Mr. Goldstein has served as an investment advisor for a limited
number of clients and as the portfolio manager of Opportunity Partners, L.P.
("Opportunity"). He is president of Kimball & Winthrop, Inc., Opportunity's
general partner. Mr. Goldstein has been a private investor in closed-end
investment companies since 1974 and an advocate for shareholders' rights since
1996.
4
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Description of Pending Litigation
The Emerging Germany Fund Litigation
Phillip Goldstein, Kimball & Winthrop, Inc., and Opportunity 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, Opportunity, 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, Opportunity 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 shareholders of their
right to vote. FRG has filed an answer to Opportunity's complaint, and discovery
has been stayed pending a decision on the motions to dismiss FRG's case.
The Emerging Mexico Fund Litigation
On June 10, 1998, Opportunity 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 1940 Act by, among other things, precluding
Opportunity 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 shareholder proposals. The action seeks to
nullify any election of management's nominees for director, and to compel MEF to
hold a meeting at which shareholders may present nominees for director, as well
as other proposals.
MEF has answered Opportunity's complaint and has filed counterclaims
against Opportunity, Phillip Goldstein and Kimball & Winthrop, Inc., alleging
that Goldstein solicited proxies via a posting on an Internet bulletin board and
comments solicited by financial journalists for the election of Opportunity'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, Kimball &
Winthrop, Inc. and Opportunity have moved to dismiss MEF's claims.
5
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The Gabelli Global Multimedia Trust Litigation
On or about September 4, 1997, a lawsuit seeking class action status
was commenced 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 (Opportunity Partners L.P. v. Gabelli Global Multimedia Trust Inc. et at,
United States District Court, Southern District of New York, 97 Civ. 6392
(BDP)). 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.
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.
The Global Health Sciences Fund Litigation
In December 1996, a lawsuit seeking class action status was commenced
by Advantage Partners, L.P., of which Adam Shapiro, a Goldstein Nominee, is
general partner, against the Invesco Trust Company, Invesco Funds Group, Inc.,
Invesco PLC and the directors of the Global Health Sciences Fund ("GHSF")
(Advantage Partners, L.P. v. Invesco Trust Company, et. al., United States
District Court, District of Colorado, 96-D-2824). The plaintiff challenges the
manner in which the 1996 capital gains distribution was made by GHSF. Counsel
for the defendants and plaintiff have reached a settlement agreement in
principle. The settlement is due to be submitted to the court shortly for
preliminary approval. GHSF will have no financial obligation under the
settlement.
Stock Ownership
As of the record date, Goldstein may be deemed the beneficial owner of
9,400 shares of Common Stock or 0.2% of the total outstanding shares of Common
Stock of the Fund. Such shares include 100 shares of Common Stock owned directly
by Mr. Goldstein jointly with his wife, and 9,300 shares of Common Stock owned
by Opportunity and other clients, for which Mr. Goldstein serves as investment
advisor. To the extent the value of the assets of the accounts of his advisory
clients increases, Goldstein's compensation will increase accordingly. None of
the other Goldstein Nominees purchased or sold any shares of the Fund's Common
Stock during the past two years nor are any of the Goldstein Nominees the
beneficial owners of any shares of Common Stock as of June 26, 1998. The
following table sets forth purchases and sales of the shares of the Fund's
Common Stock for which Goldstein is the beneficial owner, both as of record date
and as of the date of this proxy statement during the past two years.
6
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
United Kingdom Fund-Purchase and Sales
Dated Number of Shares
Purchased or Sold
10/27/97 Purchase 15,000
12/8/97 Sale 8,100
4/1/98 Sale 7,500
5/12/98 Purchase 3,500
5/14/98 Purchase 5,000
6/11/98 Purchase 700
6/22/98 Purchase 100
6/29/98 Purchase 50,000
7/6/98 Purchase 50,000
7/21/98 Purchase 5,000
7/22/98 Purchase 3,000
7/28/98 Purchase 12,200
</TABLE>
Net Position as of June 26, 1998 = 9,400 shares beneficially owned
Net Position as of August 10, 1998 = 129,600 shares beneficially owned
The persons listed in the accompanying form of proxy intend to vote
each such proxy FOR the election of the Goldstein Nominees, as listed above,
unless a stockholder specifically indicates the desire to withhold authority to
vote for any one or more of the Goldstein Nominees. It is not contemplated that
any Goldstein Nominee will be unable to serve as a Director for any reason, but
if that should occur prior to the Meeting, the proxy holders reserve the right
to substitute another person or persons of their choice as a Goldstein Nominee
or as Goldstein Nominees. Each Goldstein Nominee listed above has consented to
being named in this Proxy Statement and has agreed to serve as a Director if
elected.
None of the Goldstein Nominees has ever been an officer, employee,
director, general partner or principal shareholder of Merrill Lynch, the
ultimate parent company of the Fund's investment manager, or any affiliate
thereof, nor has any of the Goldstein Nominees had any other material direct or
indirect interest in such ultimate parent company or any of its affiliates or
the Fund's principal underwriter or administrator. None of the Goldstein
Nominees or any of their affiliates is engaged in any material pending legal
proceedings adverse to the Fund or any of its
7
<PAGE>
affiliates. None of the Goldstein Nominees has been convicted in a criminal
proceeding within the past 10 years.
In the event that the Goldstein Nominees are elected as Directors at
the Annual Meeting, they will receive the same compensation as is paid to the
current Directors. If elected, the five Goldstein Nominees will constitute a
majority of the eight director positions up for election. Stockholders should be
aware that if they choose to vote for the Goldstein Nominees, they may not
exercise their full voting power to elect the entire Board of Directors and that
if the Goldstein Nominees are elected, the management nominees who may also be
elected may refuse to serve as Directors. In such case, it is the intention of
the Goldstein Nominees not to fill the three vacancies created, thereby reducing
the annual remuneration payable to Directors by approximately $22,500.
The Goldstein Nominees have not yet determined whether to retain the
Fund's current investment manager, Mercury Asset Management International
Channel Islands Ltd., its investment adviser, Mercury Asset Management
International Ltd., or its executive officers who are affiliated with these
entities.
GOLDSTEIN RECOMMENDS A VOTE FOR THE ELECTION OF ALL OF THE GOLDSTEIN NOMINEES
NAMED ABOVE.
PROPOSAL No. 2
RATIFICATION OR REJECTION OF THE SELECTION
OF INDEPENDENT AUDITORS
In its proxy statement, the Fund has disclosed that pursuant to the
1940 Act, a majority of the directors of the Fund who are not "interested
persons" of the Fund have selected Ernst & Young LLP as the Fund's independent
accountants for the fiscal year ending March 31, 1999.
GOLDSTEIN RECOMMENDS THAT YOU VOTE FOR RATIFICATION OF THE REAPPOINTMENT OF
ERNST & YOUNG LLP AS INDEPENDENT AUDITORS.
PROPOSAL No. 3
AMENDMENT AND RESTATEMENT OF THE CHARTER TO CONVERT
THE FUND FROM A CLOSED-END INVESTMENT COMPANY
TO AN OPEN-END INVESTMENT COMPANY
Management's Proxy statement discloses that the Fund's prospectus dated
August 6, 1987 provides that, in the event the Fund's shares trade at an average
discount from net asset value exceeding 10% on the last day of the first 12
weeks of a year, the Fund must submit to its stockholders at the next annual
meeting a proposal to amend the Fund's charter to provide that, upon the
adoption of an amendment by holders of two-thirds of the Fund's outstanding
shares, it will convert to an open-end investment company. During the first 12
full weeks of this year, the Fund's
8
<PAGE>
shares traded at an average discount from net asset value of 11.25%, thus
exceeding the 10% threshold described above and triggering the proposal to
convert the Fund to an open-end investment company. As of August 7, 1998, the
Fund's shares traded at a discount from net asset value of 16%.
Management's Proxy Materials state that on June 3, 1998, the current
Board satisfied the requirements of the Maryland General Corporation Law with
respect to this Proposal when it approved an amendment to the Fund's Articles of
Incorporation that would convert the Fund to an open-end investment company (if
approved by two-thirds of the outstanding shares entitled to vote on the matter)
AND DECLARED THE PROPOSED AMENDED AND RESTATED ARTICLES OF INCORPORATION
ADVISABLE. The current Board also determined that it will reconvene and
implement a plan to either convert the Fund to an open-end fund, liquidate the
Fund or merge with an open-end fund as soon as practicable after the
stockholders' vote if holders of a majority of outstanding shares vote for
open-ending. On that same date, the current Board concluded that it was in the
long-term best interest of stockholders for the Fund to remain a closed-end
fund.
Management's Proxy Materials set forth in great detail what the Board
believes are the advantages and disadvantages of both the open-end and
closed-end formats. This exhaustive presentation ignores the salient point that
the overwhelming majority of shares voted on the proposal to open-end the Fund
at the annual meeting of stockholders held in 1997 favored open-ending. Last
year, despite the current Board's opposition, 812,874 votes were cast "For"
open-ending, 476,310 votes were cast "Against" and 33,006 votes "Abstained."
While such votes have been insufficient to pass such proposals in the past, we
believe that they are a mandate for action to enhance shareholder value.
Goldstein therefore urges each stockholder to take this opportunity to
convey an unequivocal message to the Board that he or she seeks an increase in
shareholder value by voting FOR the conversion of the Fund from a closed-end
format to an open-end format.
GOLDSTEIN RECOMMENDS THAT YOU VOTE FOR CONVERSION OF THE FUND FROM A
CLOSED-END INVESTMENT COMPANY TO AN OPEN-END INVESTMENT COMPANY.
PROPOSAL No. 4
GOLDSTEIN'S PROPOSAL TO HAVE THE FUND OFFER TO REPURCHASE ALL OF ITS
OUTSTANDING SHARES AT NAV.
"RESOLVED: The Fund shall offer to repurchase all of its outstanding
shares at net asset value ("NAV")."
GOLDSTEIN RECOMMENDS THAT YOU VOTE FOR THE PROPOSAL TO HAVE THE FUND OFFER
TO REPURCHASE ALL OF ITS OUTSTANDING SHARES AT NAV
9
<PAGE>
OTHER MATTERS
Goldstein's costs and expenditures for this solicitation including fees
for attorneys, printing and mailing are anticipated to be approximately $20,000.
Goldstein intends to seek reimbursement from the Fund for these costs and
expenditures.
Goldstein is not aware of any other matters which may come before the
Meeting. Should any such matters with respect to the Fund properly come before
the Meeting, it is the intention of the persons named in the accompanying form
of proxy to vote the proxy in accordance with their judgment on such matters.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO PLEASE MARK, SIGN,
DATE AND RETURN THE ENCLOSED GREEN PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Pleasantville, New York
August ___, 1998
10
<PAGE>
PHILLIP GOLDSTEIN
60 HERITAGE DRIVE
PLEASANTVILLE, NY 10570
(914) 747-5262
Fax (914) 747-5258
August ___ , 1998
Dear Fellow Stockholders:
I am a stockholder of The United Kingdom Fund, Inc. ("Fund"), currently
holding beneficially 129,400 shares. Because I do not believe the current Board
of Directors has been responsive to the wishes of the stockholders to enhance
shareholder value, I recommend that you vote for (i) the election of the
following slate of nominees to the Board of Directors of the Fund: Richard
Barone; Gerald Hellerman; Robert Kelly, Adam Shapiro and Phillip Goldstein
(collectively, the "Goldstein Nominees"); (ii) the ratification of Ernst & Young
LLP as the Fund's independent auditors; (iii) the amended and restated Charter
to convert the Fund from a closed-end investment company to an open-end
investment company; (iv) the Fund to offer to repurchase all its outstanding
shares at net asset value and (v) such other business as may properly come
before the Meeting or any adjournment thereof at the Fund's meeting of
Stockholders called for 11:00 a.m., September 15, 1998 at the Waldorf-Astoria
Hotel, 301 Park Avenue, 4th Floor, New York, New York.
Please carefully review the enclosed Proxy Statement for additional
information about my Nominees and the other Proposals that will be introduced at
the Meeting.
Whether or not you expect to attend the Meeting, please promptly mark,
sign, date and mail your GREEN proxy card in the enclosed envelope.
I believe this is the first time that shareholders have had a
meaningful opportunity to determine the destiny of the Fund. Therefore, I urge
you to carefully consider these important matters. If you have any questions,
please call me at (914) 747-5262.
Very truly yours,
Phillip Goldstein
H:\USERS\STEVEN\GOLDSTEI\PROXY6.811
11
<PAGE>
PROXY
THE UNITED KINGDOM FUND INC.
ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF PHILLIP GOLDSTEIN
September 15, 1998 11:00 a.m.
The undersigned hereby appoints Phillip Goldstein, Steven Samuels and
Rajeev Das, and each of them jointly and severally, proxies with full power of
substitution and revocation, to vote on behalf of the undersigned all shares of
Common Stock of The United Kingdom Fund, Inc. which the undersigned is entitled
to vote at the Annual Meeting of Stockholders to be held September 15, 1998, at
the Waldorf-Astoria Hotel, 301 Park Avenue, 4th Floor, New York, New York, or
any postponements or adjournments thereof.
1. ELECTION OF DIRECTORS:
1. Goldstein Nominees Election of Richard Barone, Gerald Hellerman, Robert
Kelly, Adam Shapiro and Phillip Goldstein.
R all nominees |_| WITHHOLD AUTHORITY for all nominees |_|
Instruction: To withhold authority to vote for election of one or more
persons nominated by Mr. Goldstein, write the names in the space provided.
2. RATIFICATION OF SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
ACCOUNTANTS:
FOR |_| AGAINST |_| ABSTAIN |_|
3. CONVERSION OF THE FUND FROM A CLOSED-END INVESTMENT COMPANY TO AN
OPEN-END INVESTMENT COMPANY:
FOR |_| AGAINST |_| ABSTAIN |_|
<PAGE>
4. HAVE THE FUND OFFER TO REPURCHASE ALL OF ITS OUTSTANDING
SHARES AT NET ASSET VALUE
FOR |_| AGAINST |_| ABSTAIN |_|
In their discretion, to vote upon proposed adjournments and such other business
as may properly come before the meeting or any adjournment(s) thereof.
(Continued and to be signed on reverse side.)
<PAGE>
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED TO
ELECT MESSRS. BARONE, HELLERMAN, KELLY, SHAPIRO AND GOLDSTEIN, TO APPROVE THE
APPOINTMENT OF ERNST & YOUNG LLP AS THE FUND'S INDEPENDENT PUBLIC ACCOUNTANTS
FOR THE FISCAL YEAR ENDING MARCH 31, 1998, TO APPROVE AN AMENDMENT TO THE FUND'S
CHARTER TO CONVERT THE FUND FROM A CLOSED-END INVESTMENT COMPANY TO AN OPEN-END
INVESTMENT COMPANY, AND TO HAVE THE FUND OFFER TO REPURCHASE ALL OF ITS SHARES
AT NET ASSET VALUE.
Dated:_______________________________
Signature
------------------------------------
Signature if held jointly
(Please sign exactly as ownership appears on this proxy. Where stock is
held by joint tenants, both should sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.)
Please mark, date, sign and
return Proxy in the enclosed envelope.
H:\USERS\STEVEN\GOLDSTEI\PROXY5.WPD
<PAGE>
