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))
/x/ Definitive Proxy Statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Section 240.14a-11(c) or Section 240.14a-12
The European Warrant Fund, Inc.
(Name of Registrant/s 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/ 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.
/ / 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>
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
-------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 21, 2000
-------------
To the Stockholders of
THE EUROPEAN WARRANT FUND, INC.
Notice is hereby given that the Annual Meeting of Stockholders 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 10:00 a.m. Eastern time, on June 21, 2000, for the following purposes:
1. To elect three Directors of the Fund (Proposal 1).
2. To ratify the selection of KPMG LLP as independent accountants for the
Fund for the fiscal year ending March 31, 2001 (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 May
1, 2000, as the record date for the determination of stockholders entitled to
notice of and to vote at the meeting.
By Order of the Board of Directors,
Pierre Beauport
Secretary
May 12, 2000
STOCKHOLDERS 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>
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 the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. Other Accounts: The capacity of the individual signing the proxy card
should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
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
<PAGE>
THE EUROPEAN WARRANT FUND, INC.
330 MADISON AVENUE
NEW YORK, NEW YORK 10017
----------------
ANNUAL MEETING OF STOCKHOLDERS
JUNE 21, 2000
----------------
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 Stockholders to be held on June 21,
2000 at 10:00 a.m. Eastern time, at the offices of the Fund, 330 Madison Avenue,
Floor 12A, New York, New York 10017, and at any adjournments thereof
(collectively, the "Annual Meeting"). A Notice of Annual Meeting of Stockholders
and proxy card accompany this Proxy Statement. The approximate date on which
this Proxy Statement is being mailed to stockholders (the "Stockholders") is May
12, 2000.
At the Annual Meeting, Stockholders will be asked to consider and vote upon
the following:
1. Election of three Directors of the Fund (Proposal 1).
2. Ratification of the selection of KPMG LLP as independent accountants
for the Fund for the fiscal year ending March 31, 2001 (Proposal 2).
3. Transaction of such other business as may properly come before the
meeting or any adjournment thereof.
Proxy solicitations will be made, beginning on or about May 12, 2000,
primarily by mail, but proxy solicitations also may be made by telephone,
telegraph 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 custodian, administrator and transfer agent of the Fund.
Julius Baer Securities is located at 330 Madison Avenue, New York, NY 10017 and
Investors Bank is located at 200 Clarendon Street, Boston, MA 02116. In
addition, the Fund has engaged D.F. King & Co., Inc., 77 Water Street, New York,
NY 10005, (800) 848-3402, to solicit proxies on behalf of the Fund's Board of
Directors for a fee not to exceed $3,500 plus out-of-pocket 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").
1
<PAGE>
The Fund's Annual Report to Stockholders for the fiscal year ended March 31,
2000, containing audited 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 9130, MFD-23, Boston, MA
02117-9130.
Any Stockholder 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
Stockholder 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
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
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 May 1, 2000, the record date, there were 13,337,093 Shares
outstanding. Each Share outstanding on the record date is entitled to one vote
on all matters submitted to Stockholders at the Annual Meeting, with pro rata
voting rights for any fractional Shares. The Fund does not know of any person
who beneficially owned more than 5% of the Fund's outstanding Shares as of the
record date.
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 or broker nonvotes have any effect
on the outcome of the voting on the matter.
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Annual Meeting is the election of
three (3) 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. At the Annual Meeting, the election of Harvey B. Kaplan, Thomas J.
Gibbons and Bernard Spilko as Class III Directors is proposed, with each
Director to hold office for a period of three years, and until each successor is
elected and qualified. Messrs. Kaplan, Gibbons and Spilko currently serve as
Directors of the Fund and have consented to continue to serve as Directors of
the Fund if elected at the Annual Meeting. If the designated nominees decline or
otherwise become 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 Stockholders 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 Stockholders, the Directors
then in office will call a Stockholders meeting for the purpose of electing
Directors to fill any existing vacancies in the Board of Directors.
Set forth below is certain information regarding each nominee for election to
the Fund's Board of Directors.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
SERVED AS OWNERSHIP(2)
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER DIRECTOR OF SHARES OF THE FUND
DIRECTORSHIPS(1) DURING THE PAST FIVE YEARS SINCE CLASS AS OF MARCH 31, 2000
- ------------------------------------------- --------- ----- ---------------------
<S> <C> <C> <C>
Harvey B. Kaplan, age 62 1990 III 2,075
Controller (Chief Financial Officer), Easter
Unlimited, Inc. (toy and novelty manufacturer
and importer); Trustee, Julius Baer Investment
Funds.
Thomas J. Gibbons, age 52 1993 III ___
President, Cornerstone Associates
Management (Consulting Firm).
Bernard Spilko*, age 58 1993 III 3,480
Chairman of the Board; General Manager and
Senior Vice President, Bank Julius Baer & Co.,
Ltd. (New York Branch); Director and Managing
Director, Julius Baer Securities Inc.;
Director, Baer American Banking Corp.; Chairman
of Julius Baer Investment Funds.
</TABLE>
3
<PAGE>
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:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL
SERVED AS OWNERSHIP(2)
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER DIRECTOR OF SHARES OF THE FUND
DIRECTORSHIPS(1) DURING THE PAST FIVE YEARS SINCE CLASS AS OF MARCH 31, 2000
- ------------------------------------------- --------- ----- ----------------------
<S> <C> <C> <C>
Martin Vogel*, age 36 1997 I __
Member of Management Committee, Julius Baer
Investment Funds Services, Ltd. (Zurich)
(1996-present); Attorney, Schaufelberger &
van Hoboken (1994-1996); Attorney, Rohner &
Partner (1993-1994). Secretary of the Board of
Directors of the Luxembourg domiciled investment
companies and of Julius Baer Investment Funds
Services, Ltd. (1996-present).
Antoine Bernheim, age 46 1990 I __
President, Dome Capital Management Inc.;
Chairman, Dome Securities Corp. (1995-present);
President, The U.S. Offshore Funds Directory Inc.;
Director, Dome Capital Ltd.; Director, College
Savings Bank.
Lawrence A. Fox, age 76 1990 II 1,405
Consulting Economist.
</TABLE>
__________
* "Interested person" of the Fund as defined in the Investment Company Act of
1940, as amended (the "1940 Act").
(1) Directorships of companies that are required to report to the Securities and
Exchange Commission (the "SEC") or are registered as investment companies
under 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.
(2) For this purpose "beneficial ownership" is determined in accordance with
Rule 13d-3 under the Securities Exchange Act of 1934 (the "1934 Act"). The
information as to beneficial ownership is based upon information furnished
to the Fund by the Directors. Mr. Spilko has shared voting power with
respect to his Shares. As of March 31, 2000, the Directors and officers of
the Fund collectively beneficially owned less than 1% of the outstanding
Shares.
The Board of Directors held five meetings during the fiscal year ended March
31, 2000. All of the Directors attended at least 75% of the Board and Committee
meetings of which they were members.
4
<PAGE>
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,
2000. For purposes of this table the term "Fund Complex" includes all funds that
have a common or affiliated investment adviser:
COMPENSATION TABLE*
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM FUND AND
NAME OF PERSON, POSITION FROM FUND FUND COMPLEX
- ------------------------ ------------ ------------------
Antoine Bernheim, Director $8,500 $8,500
Lawrence A. Fox, Director 8,500 8,500
Thomas J. Gibbons, Director 8,500 8,500
Harvey B. Kaplan, Director 8,750 14,750
------ ------
Total $34,250 $40,250
======
__________
* 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.
The Board of Directors has an Audit Committee and a Nominating Committee
consisting of all of the Directors who are not "interested persons" (as defined
in the 1940 Act) of the Fund ("Independent Directors"). Currently, Messrs.
Bernheim, Fox, Gibbons and Kaplan comprise the Audit Committee and the
Nominating 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, 2000. The Nominating Committee makes nominations for
Independent Directors of the Board of Directors and reviews committee
assignments. The Nominating Committee did not have any meetings during the
fiscal year ended March 31, 2000. The Fund does not have a compensation
committee. Compensation matters are considered by the Board of Directors.
Nominees recommended by Stockholders will be considered by the Board of
Directors. Recommendations should be submitted in writing to the Secretary of
the Fund.
The executive officers of the Fund are listed in the table below, with the
exception of its Chairman of the Board, Mr. Spilko, for whom information is
provided above. Mr. Huber and Mr. Quain were first elected to offices of the
Fund in 1992 and 1997, respectively. Messrs. Santiago and Beauport were first
elected to offices of the Fund in 1998. Messrs. Reinmuth and Schwytter were
first elected to offices of the Fund in 1999. Each officer of the Fund will hold
such office until a successor has been elected by the Board of Directors.
5
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS AND OTHER
NAME, AGE POSITION AFFILIATIONS DURING THE PAST FIVE YEARS
--------- -------- ---------------------------------------
<S> <C> <C>
Michael K. Quain, age 42 President and Chief First Vice President of Bank Julius Baer & Co., Ltd.
Financial Officer (New York Branch) and Vice President of Julius Baer
Securities Inc.; President and Chief Financial Officer,
Julius Baer Investment Funds.
Hansruedi Huber, age 41 Chief Investment Officer Senior Vice President of Investments, Julius Baer Securities,
Inc.; President and Member of the Management Committee of Julius
Baer Asset Management Ltd.
Peter Reinmuth, age 31 Vice President and Vice President of Investments, Julius Baer Securities Inc.
Investment Officer
Urs G. Schwytter, age 40 Vice President Deputy General Manager, Senior Vice President, Head of Private
Banking, Bank Julius Baer & Co., Ltd. (New York Branch); Vice
President, Julius Baer Investment Funds.
Hector Santiago, age 31 Vice President Vice President of Bank Julius Baer & Co., Ltd. (New York Branch)
and Julius Baer Securities, 1998 - present; Assistant Vice
President - Accounting, Operations & Trading Manager, EFG Capital
Intl., 1996 - 1998; Assistant Vice President - Trading
Manager/Treasurer, Coults & Co. (USA) Intl., 1988 - 1996.
Pierre Beauport, age 30 Treasurer and Secretary Assistant Vice President of Bank Julius Baer & Co., Ltd. New York
Branch, 1998 - present; Treasurer and Secretary of Julius Baer
Investment Funds, 1999 - present; Assistant Secretary and Assistant
Treasurer of Julius Baer Investment Funds, 1998 - 1999; Senior
Analyst - Mutual Fund Administration at AMT Capital Services, Inc.
and Investment Accountant at Furman Selz LLC, prior to 1998.
</TABLE>
6
<PAGE>
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 STOCKHOLDERS VOTE "FOR" THE ELECTION
OF EACH NOMINEE.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
KPMG LLP ("KPMG"), formerly KPMG Peat Marwick LLP, 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, 2001. The Board of Directors of the Fund approved KPMG as
independent accountants of the Fund at a Board of Directors Meeting held on
March 15, 2000.
KPMG also serves as independent accountants for Julius Baer 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, 2000, the services provided to the Fund by KPMG included examination
of financial statements, review of filings with the SEC and 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, 2001. 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.
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 STOCKHOLDERS VOTE "FOR"
RATIFICATION OF KPMG LLP, AS INDEPENDENT ACCOUNTANTS FOR THE FUND.
7
<PAGE>
ADDITIONAL INFORMATION
SUBMISSION OF STOCKHOLDER PROPOSALS
All proposals by Stockholders of the Fund that are intended to be presented
at the Fund's next annual meeting of Stockholders to be held in 2001 must be
received by the Fund for consideration for inclusion in the Fund's proxy
statement relating to that meeting no later than January 12, 2001.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the 1934 Act requires the Fund's executive officers and
directors, and persons who beneficially own more than ten percent of the Fund's
Shares, to file reports of initial ownership and changes in ownership with the
SEC, the New York Stock Exchange, Inc., and the Fund. To the Fund's knowledge,
based solely upon review of the copies of such reports furnished to the Fund and
written representations that no other reports were required, all Section 16(a)
filing requirements applicable to its directors, officers and greater than ten
percent owners were complied with during the fiscal year ended March 31, 2000.
8
<PAGE>
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 stockholder 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. STOCKHOLDERS ARE THEREFORE
URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN
THE ENCLOSED POSTAGE-PAID ENVELOPE.
9
<PAGE>
This Proxy, if properly executed, will be voted in the manner directed by the
undersigned stockholder. 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.
PLEASE VOTE BY FILLING IN THE APPROPRIATE BOX BELOW.
1. ELECTION OF DIRECTORS FOR WITHHOLD FOR ALL
AUTHORITY
Harvey B. Kaplan - Class III | | | | | |
Thomas J. Gibbons - Class III
Bernard Spilko - Class III
INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE(S), WRITE THE NOMINEE(S) NAME
ON THE LINE BELOW.
- ---------------------------------------
FOR AGAINST ABSTAIN
2. Ratification of the selection
of KPMG LLP as independent
accountants for the Fund. | | | | | |
<PAGE>
THE EUROPEAN WARRANT FUND, INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael K. Quain, Bernard Spilko or Cynthia
J. Surprise 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
Stockholders of the Fund to be held at the office of the Fund, 330 Madison
Avenue, New York, New York 10017 on June 21, 2000 at 10:00 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. A majority of the proxies present and acting at the Meeting
in person or by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said proxies
hereunder. The undersigned hereby revokes any proxy previously given.
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENVELOPE PROVIDED
Date ____________________________ , 2000
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)
