<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:
<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only
/X/ Definitive Proxy Statement (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>
THE EUROPEAN WARRANT FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), OR 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:
----------------------------------------------------------------------
(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.
/ / 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:
----------------------------------------------------------------------
<PAGE> 2
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 20, 1996
------------------------
To the Shareholders of
THE EUROPEAN WARRANT FUND, INC.
Notice is hereby given that the Annual Meeting of Shareholders of the
European Warrant Fund, Inc. (the "Fund"), a Maryland Corporation, will be held
at the offices of the Fund, 330 Madison Avenue, Floor 12A, New York, New York
10017, at 8:30 a.m. Eastern Time, on June 20, 1996 for the following purposes:
1. To elect two Directors of the Fund (PROPOSAL 1).
2. To ratify KPMG Peat Marwick LLP as independent accountants for the Fund
for the fiscal year ending March 31, 1997 (PROPOSAL 2).
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors of the Fund has fixed the close of business on April
15, 1996 as the record date for the determination of shareholders entitled to
notice of and to vote at the meeting.
By Order of the Board of Directors,
ROBERT DISCOLO
Secretary
May 1, 1996
SHAREHOLDERS ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN
THE ENCLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON
THE INSIDE COVER.
<PAGE> 3
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of party signing
should conform exactly to the name shown in the registration on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of registration.
<TABLE>
For example:
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp................................................ ABC Corp.
(2) ABC Corp................................................ John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer............................. John Doe
(4) ABC Corp. Profit Sharing Plan........................... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust............................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78...................................... Jane B. Doe
CUSTODIAN OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA....................... John B. Smith
(2) John B. Smith........................................... John B. Smith, Jr., Executor
</TABLE>
<PAGE> 4
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
------------------------
ANNUAL MEETING OF SHAREHOLDERS
JUNE 20, 1996
------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The European Warrant Fund, Inc. (the
"Fund") for use at its Annual Meeting of Shareholders to be held on June 20,
1996 at 8:30 a.m. Eastern Time, at the offices of the Fund, 330 Madison Avenue,
Floor 12A, New York, N.Y. 10017, and at any adjournments thereof (collectively,
the "Annual Meeting"). A Notice of Annual Meeting and proxy card accompany this
Proxy Statement. The approximate date on which this Proxy Statement is being
mailed to shareholders is May 1, 1996. Proxy solicitations will be made,
beginning on or about May 1, 1996, primarily by mail, but proxy solicitations
also may be made by telephone, telefax or personal interviews conducted by
officers and employees of the Fund; Julius Baer Securities Inc. ("Julius Baer
Securities" or the "Adviser"), the investment adviser of the Fund; and Investors
Bank & Trust Company ("Investors Bank"), the administrator and transfer agent of
the Fund. Julius Baer Securities is located at 330 Madison Avenue, New York,
N.Y. 10017 and Investors Bank is located at 89 South Street, Boston, MA 02111.
In addition, the Fund has retained D. F. King & Co., Inc. to assist in the
solicitation of proxies for a fee estimated at $7,500 plus reimbursement of
expenses. The costs of proxy solicitation and expenses incurred in connection
with the preparation of this Proxy Statement and its enclosures will be paid by
the Fund. The Fund also will reimburse brokerage firms and others for their
expenses in forwarding solicitation material to the beneficial owners of Fund
shares (the "Shares").
The Fund's Annual Report to Shareholders for the fiscal year ended March
31, 1995, containing audited financial statements, and the Semi-Annual Report to
Shareholders for the six months ended September 30, 1995, containing unaudited
financial statements, may be obtained, without charge, by calling 1-800-387-3977
or mailing your request to: The European Warrant Fund, Inc., c/o Investors Bank
& Trust Company, P.O. Box 1537, MFD-23, Boston, MA 02205-1537.
Any shareholder giving a proxy has the power to revoke it prior to its
exercise by submission of a later dated proxy, by voting in person or by letter
to the Secretary of the Fund.
In the event that a quorum is not present at the Annual Meeting or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Annual Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of those
Shares represented at the Annual Meeting in person or by proxy. The persons
named as proxies will vote those proxies which they are entitled to vote FOR any
such proposal in favor of such an adjournment and will vote those proxies
required to be voted AGAINST any such proposal against any such adjournment. A
shareholder vote may be taken on one of the proposals in this Proxy Statement
prior to any such adjournment if sufficient votes have been received for
<PAGE> 5
approval. Under the Bylaws of the Fund, a quorum is constituted by the presence
in person or by proxy of the holders of a majority of the outstanding Shares of
the Fund entitled to vote at the Annual Meeting.
The Fund has one class of common stock, which has a par value of $.001 per
Share. On April 15, 1996, the record date, there were 8,153,712.022 Shares
outstanding. Each Share outstanding on the record date is entitled to one vote
on all matters submitted to shareholders at the Annual Meeting, with pro rata
voting rights for any fractional Shares.
The tellers appointed for the Annual Meeting will count the total number of
votes cast FOR approval of the proposals for purposes of determining whether
sufficient affirmative votes have been cast. The tellers will count Shares
represented by proxies that withhold authority to vote for a nominee for
election as a Director or that reflect abstentions or "broker nonvotes" (i.e.,
Shares held by brokers or nominees as to which (i) instructions have not been
received from the beneficial owners or persons entitled to vote and (ii) the
broker or nominee does not have the discretionary voting power on a particular
matter) as Shares that are present and entitled to vote on the matter for
purposes of determining the presence of a quorum. With respect to the election
of Directors (Proposal 1) and ratification of accountants (Proposal 2), neither
withholding authority to vote nor abstentions nor broker nonvotes have any
effect on the outcome of the voting on the matter.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Annual Meeting is the election
of two (2) of the six (6) Directors of the Fund. The Board of Directors is
divided into three classes and each year the term of office of one class
expires. The re-election of David E. Bodner and Lawrence A. Fox is proposed as
Directors to hold office for a period of three years and until their successors
are elected and qualified. Each of the nominees currently serves as a Director
(Class II) of the Fund and has consented to serve as a Director of the Fund if
elected at the Annual Meeting. If a designated nominee declines or otherwise
becomes unavailable for election, however, the persons named in the proxy have
discretionary authority to vote in favor of a substitute nominee or nominees.
Any Director may resign and any Director may be removed at any annual or
special meeting of shareholders called for that purpose by a vote of at least
75% of the votes entitled to be cast on the matter. In case a vacancy shall
exist for any reason, the remaining Directors may fill such vacancy by
appointing another Director. If, at any time, less than a majority of the
Directors holding office have been elected by the shareholders, the Directors
then in office will call a shareholders meeting for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors.
<TABLE>
Set forth is a list of the nominees for election to the Fund's Board of
Directors, together with certain other information.
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP**
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OF SHARES OF THE FUND
DIRECTORSHIPS* DURING THE PAST FIVE YEARS DIRECTOR SINCE CLASS AS OF APRIL 15, 1996
- ------------------------------------------------------ -------------- ----- -------------------------
<S> <C> <C> <C>
David E. Bodner***, age 62............................ 1995 II 200
Chairman of the Fund; Chairman, Julius Baer
Securities Inc.; President and Director, Baer
American Banking Corp.; Executive Vice President,
North America, Bank Julius Baer & Co., Ltd.;
President, BJB Investment Funds
Lawrence A. Fox, age 73............................... 1990 II 636
Consulting Economist
</TABLE>
2
<PAGE> 6
<TABLE>
The following Directors of the Fund will continue to serve in such capacity
until their terms of office expire and their successors are elected and
qualified:
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL OWNERSHIP**
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OF SHARES OF THE FUND
DIRECTORSHIPS* DURING THE PAST FIVE YEARS DIRECTOR SINCE CLASS AS OF APRIL 15, 1996
- ------------------------------------------------------ -------------- ----- -------------------------
<S> <C> <C> <C>
Antoine Bernheim, age 42.............................. 1990 I --
President, Dome Capital Management Inc.; Chairman,
Dome Securities Corp.; Director, W. P. Stewart & Co.
Growth Fund, Inc.; President, The U.S. Offshore
Funds Directory Inc.
Thomas J. Gibbons, age 48............................. 1993 III --
President, Cornerstone Associates (Management
Consulting Firm); Director, The Total Quality
Institute, Orlando, FL
Harvey B. Kaplan****, age 58.......................... 1990 III 600
Controller (Chief Financial Officer), Easter
Unlimited, Inc. (toy manufacturer and importer);
prior to May 1990, Treasurer (Chief Financial
Officer), Buddy L. Corp. (toy manufacturer and
importer); Trustee, BJB Investment Funds
Bernard Spilko***, age 54............................. 1993 III 2,300
President of the Fund; Senior Vice President, Bank
Julius Baer & Co., Ltd. (New York Branch); Director
and Managing Director, Julius Baer Securities Inc.;
Director, Baer American Banking Corp.; Treasurer and
Chief Financial Officer of BJB Investment Funds
<FN>
- ---------------
* Directorships of companies that are required to report to the Securities
and Exchange Commission (the "SEC") or are registered as investment
companies under the Investment Company Act of 1940 (the "1940 Act"). Except
as otherwise noted, each individual has held the office indicated or other
offices in the same organization for at least five years.
** For this purpose "beneficial ownership" is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934. The information as to
beneficial ownership is based upon information furnished to the Fund by the
Directors. Mr. Spilko has shared voting and investment power with respect
to his Shares. As of April 15, 1996, the Directors and officers of the Fund
collectively beneficially owned less than 1% of the outstanding Shares.
*** "Interested person" of the Fund as defined in the 1940 Act.
**** Mr. Kaplan has a discretionary account with Julius Baer Securities Inc.
(less than $50,000).
</TABLE>
3
<PAGE> 7
The Board of Directors held six meetings during the fiscal year ended March
31, 1996, and all of the Directors attended at least 75% of the Board and
Committee meetings of which they were members.
<TABLE>
The following table lists the compensation paid to each of the Directors by
both the Fund and the Fund Complex during the Fund's fiscal year ended March 31,
1996. For purposes of this table the term "Fund Complex" includes all funds that
have a common or affiliated investment adviser:
COMPENSATION TABLE*
<CAPTION>
AGGREGATE TOTAL COMPENSATION
NAME OF PERSON, COMPENSATION FROM FUND AND
POSITION FROM FUND FUND COMPLEX
--------------- ------------ ------------------
<S> <C> <C>
Antoine Bernheim, Director.................... $ 8,250 $ 8,250
Lawrence A. Fox, Director..................... $10,323 $10,323
Thomas J. Gibbons, Director................... $ 8,500 $ 8,500
Harvey B. Kaplan, Director.................... $ 8,750 $12,250
------- -------
Total............................... $35,823 $39,323
======= =======
<FN>
- ---------------
* The remainder of the Directors and officers of the Fund did not receive
compensation from either the Fund or the Fund Complex. The Fund has no
retirement or pension plan for its Directors and officers.
</TABLE>
The Board of Directors has an Audit Committee consisting of all of the
Directors who are not "interested persons" (as defined in the 1940 Act) of the
Fund. Currently, Messrs. Bernheim, Fox, Gibbons and Kaplan comprise the Audit
Committee. The Audit Committee reviews the scope and results of the Fund's
annual audit with the Fund's independent accountants and recommends the
engagement of such accountants. The Audit Committee had one meeting during the
fiscal year ended March 31, 1996. The Fund does not have a compensation or
nominating committee. Compensation matters and nominations are considered by the
Board of Directors.
Nominees recommended by shareholders will be considered by the Board of
Directors. Recommendations should be submitted in writing to the Secretary of
the Fund.
4
<PAGE> 8
<TABLE>
The executive officers of the Fund are listed in the table below, with the
exception of its Chairman of the Board and President, Mr. Bodner and Mr. Spilko,
respectively, for whom information is provided above. Robert Discolo and
Hansruedi Huber were first elected to office in 1993 and 1992, respectively.
This table also shows certain additional information regarding Messrs. Discolo
and Huber. Each officer of the Fund will hold such office until a successor has
been elected by the Board of Directors.
<CAPTION>
PRINCIPAL OCCUPATIONS AND OTHER
NAME, AGE POSITION AFFILIATIONS DURING THE PAST FIVE YEARS
--------- -------- ---------------------------------------
<S> <C> <C>
Robert Discolo, age 34..... Treasurer, Chief Financial Vice President, Bank Julius Baer & Co.,
Officer and Secretary Ltd. (New York Branch) and Julius Baer
Securities Inc.; Secretary, BJB
Investment Funds; prior to July 1991,
Assistant Controller (Partnerships),
Merrill Lynch & Co.
Hansruedi Huber, age 37.... Chief Investment Officer Vice President, Julius Baer Securities
Inc.; First Vice President, Bank Julius
Baer & Co., Ltd.; Senior Vice
President of Julius Baer Asset
Management Ltd.
</TABLE>
REQUIRED VOTE
Election of each of the listed nominees for Director of the Fund will
require the affirmative vote of a plurality of the votes cast at the Annual
Meeting in person or by proxy.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE
ELECTION OF EACH NOMINEE.
PROPOSAL 2: RATIFICATION OF INDEPENDENT ACCOUNTANTS
KPMG Peat Marwick LLP ("KPMG"), 99 High Street, Boston, Massachusetts
02110, has served as independent accountants for the Fund since the Fund's
commencement of operations on July 17, 1990, and is being recommended by the
Directors of the Fund to serve in such capacity for the Fund's fiscal year
ending March 31, 1997.
KPMG also serves as independent accountants for BJB Investment Funds, an
investment company affiliated with the Fund, but has no relationship with such
Funds other than as independent accountants. During the fiscal year ending March
31, 1996, the services provided to the Fund by KPMG included examination of
financial statements, review of filings with the SEC and preparation of tax
returns. No other services were provided by KPMG to the Fund.
It is intended that proxies not limited to the contrary will be voted in
favor of ratifying KPMG as independent public accountants to certify every
financial statement of the Fund required by any law or regulation to be
certified by independent public accountants and filed with the SEC in respect of
all or any part of the fiscal year ending March 31, 1997. KPMG has no direct or
material indirect interest in the Fund. Representatives of KPMG are expected to
be present at the Annual Meeting, will be given the opportunity to make a
statement if they so desire and will be available to respond to appropriate
questions.
5
<PAGE> 9
REQUIRED VOTE
A majority of the votes cast at the Annual Meeting, in person or by proxy,
is required for ratification of KPMG as independent accountants for the Fund.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE DIRECTORS WHO ARE NOT
"INTERESTED PERSONS" OF THE FUND, RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF KPMG PEAT MARWICK LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FUND.
ADDITIONAL INFORMATION
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund that are intended to be presented
at the Fund's next annual meeting of shareholders to be held in 1997 must be
received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to that meeting no later than January 2, 1997.
OTHER MATTERS TO COME BEFORE THE ANNUAL MEETING
The Directors do not intend to present any other business at the Annual
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Annual Meeting, the persons
named in the accompanying proxy will vote thereon in accordance with their
judgment.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE
THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
6
<PAGE> 10
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW, AS SHOWN, USING BLUE OR / /
BLACK INK OR DARK PENCIL. DO NOT USE RED INK.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES AS
DIRECTORS AND FOR PROPOSAL 2. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF THE PROPOSALS.
<TABLE>
<S> <C> <C>
FOR all nominees WITHHOLD
listed below (except AUTHORITY
as marked to the to vote for all
1. ELECTION OF DIRECTORS contrary below) nominees listed below
/ / / /
David E. Bodner
Lawrence A. Fox
(INSTRUCTION: To withhold authority for any individual, write his name
on the line provided below.)
- -----------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. To ratify KPMG Peat Marwick LLP as independent accountants for the Fund / / / / / /
for the fiscal year ending March 31, 1997.
</TABLE>
<PAGE> 11
THE EUROPEAN WARRANT FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert Discolo, Bernard Spilko or George M.
Boyd and each of them, attorneys and proxies for the undersigned, with full
powers of substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of The European Warrant Fund, Inc. (the
"Fund") which the undersigned is entitled to vote at the Annual Meeting of
Shareholders of the Fund to be held at the office of the Fund, 330 Madison
Avenue, New York, New York 10017 on June 20, 1996 at 8:30 a.m., and any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Annual Meeting and Proxy Statement and hereby instructs said attorneys and
proxies to vote said shares as indicated hereon. In their discretion, the
proxies are authorized to vote upon such other business as may properly come
before the Meeting. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN
PROMPTLY
IN THE ENVELOPE PROVIDED
DATE , 1996
NOTE: Please sign exactly as your
name appears on this
Proxy. If joint owners, EITHER may
sign this Proxy.*
When signing as attorney, executor,
administrator, trustee,
guardian or corporate officer,
please give your full title.
------------------------------------
------------------------------------
Signature(s) (Title(s), if
applicable)
* Except when timely written notice
to the contrary is received by the
Fund.
