<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 1997
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
|_| Preliminary proxy statement |_| Confidential, for Use of the Commission
|X| Definitive proxy statement Only (as permitted by Rule 14a-6(e)(2))
| | Definitive additional materials
|_| Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE EMERGING MEXICO FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
- --------------------------------------------------------------------------------
(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| 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 (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 EMERGING MEXICO FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
---------
NOTICE OF 1997 ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997
---------
To the Stockholders of
The Emerging Mexico Fund, Inc.:
Notice is hereby given that the 1997 Annual Meeting of Stockholders (the
"Meeting") of The Emerging Mexico Fund, Inc. (the "Company") will be held at
the offices of Brown & Wood LLP, One World Trade Center, New York, New York
on May 22, 1997 at 10:30 A.M. for the following purposes:
(1) To elect one Director to serve until the 1999 Annual Meeting of
Stockholders and to elect two Directors to serve until the 2000 Annual
Meeting of Stockholders;
(2) To consider and act upon a proposal to ratify the selection of Price
Waterhouse LLP as independent accountants of the Company for its
fiscal year ending June 30, 1998; and
(3) To consider and act upon such other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on April 10, 1997
as the record date for the determination of stockholders entitled to notice
of and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Company entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
the Company for any purpose germane to the Meeting during ordinary business
hours from and after May 8, 1997, at the offices of the Company, 1285 Avenue
of the Americas, New York, New York.
You are cordially invited to attend the Meeting. Stockholders who do not
expect to attend the Meeting in person are requested to complete, date and
sign the enclosed form of proxy and return it promptly in the envelope
provided for that purpose. The enclosed proxy is being solicited on behalf of
the Board of Directors of the Company.
By Order of the Board of Directors
Thomas R. Smith, Jr.
Secretary
New York, New York
Dated: April 11, 1997
YOUR VOTE IS IMPORTANT--Please execute and return the enclosed proxy
promptly, whether or not you plan to attend the Annual Meeting of
Stockholders of The Emerging Mexico Fund, Inc.
<PAGE>
THE EMERGING MEXICO FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
1997 ANNUAL MEETING OF STOCKHOLDERS
MAY 22, 1997
---------------
PROXY STATEMENT
---------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Emerging Mexico Fund,
Inc., a Maryland corporation (the "Company"), to be voted at the Meeting of
Stockholders of the Company (the "Meeting"), to be held at the offices of
Brown & Wood LLP, One World Trade Center, New York, New York on May 22, 1997
at 10:30 A.M. The approximate mailing date of this Proxy Statement is April
11, 1997.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or
otherwise as provided therein. Unless instructions to the contrary are
marked, proxies will be voted FOR the election of Directors and FOR the
ratification of the selection of independent accountants. Any proxy may be
revoked at any time prior to the exercise thereof by giving written notice to
the Secretary of the Company at the Company's address indicated above or by
voting in person at the Meeting.
The Board of Directors has fixed the close of business on April 10, 1997
as the record date for the determination of stockholders entitled to notice
of and to vote at the Meeting and at any adjournment thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no
shares having cumulative voting rights. As of April 10, 1997, the Company had
outstanding 12,913,231 shares of Common Stock, par value $0.10 per share.
The Board of Directors of the Company knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented
for consideration at the Meeting. If any other matter is properly presented,
it is the intention of the persons named in the enclosed proxy to vote in
accordance with their best judgment.
<PAGE>
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the Articles of Incorporation of the Company, the Board of
Directors is divided into three classes, designated Class I, Class II and
Class III. Each class has a term of office of three years, and each year the
term of office of one class will expire. A Director elected by stockholders
will serve until the Annual Meeting of Stockholders of the year in which his
term expires and until his successor is elected and qualified. The
affirmative vote of a plurality of all of the votes cast at a meeting at
which a quorum is present is necessary for the election of a Director.
In September 1996, the Board unanimously elected Rodney B. Wagner a Class
I Director of the Company. Pursuant to the Articles of Incorporation of the
Company, Mr. Wagner now stands as a Class I Director nominee to serve until
the 1999 Annual Meeting of Stockholders.
It is the intention of the persons named in the enclosed proxy to nominate
and vote in favor of the election of Mr. Wagner as a Class I Director and to
nominate and vote in favor of the election of Edgar R. Fiedler and Richard S.
Weinert, the Class II Directors whose current terms expire at the Meeting.
The Board of Directors of the Company knows of no reason why these
nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute
nominees as the Board of Directors may recommend.
Certain information concerning the nominees and the continuing Director is
set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE COMPANY
BENEFICIALLY
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS AND DIRECTORSHIPS AGE SINCE APRIL 10, 1997
- -------------------- --------------------------------------------- --- -------- ----------------
Class I Nominee to serve until the 1999 Annual Meeting of Stockholders:
<S> <C> <C> <C> <C>
Rodney B. Wagner Director or Trustee, Saudi Arabian Oil 65 1996 --
23 Wall Street Company (Saudi Aramco), Saudi International
New York, New York Bank, Bechtel Enterprises, Orogen Minerals
10260 Limited, World Wildlife Fund, World Wide
Fund for Nature, Lewis T. Preston Education
Fund for Girls, Friends of the Nelson
Mandela Children's Fund, Inc., Robert
College of Istanbul, American University of
Beirut, The Population Council and The
Children's Television Workshop; Vice
Chairman of the Board and Director, J. P.
Morgan & Co., Incorporated (1993-1996);
formerly, Vice Chairman of the Credit
Policy Committee, J. P. Morgan & Co.,
Incorporated.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE COMPANY
BENEFICIALLY
PRINCIPAL OCCUPATION DURING PAST FIVE YEARS DIRECTOR OWNED AT
NAME AND ADDRESS AND DIRECTORSHIPS AGE SINCE APRIL 10, 1997
- -------------------- --------------------------------------------- --- -------- ----------------
Class II Nominees to serve until the 2000 Annual Meeting of Stockholders:
<S> <C> <C> <C> <C>
Edgar R. Fiedler Senior Fellow and Economic Counsellor, 67 1990 5,036
845 Third Avenue The Conference Board; Director or
New York, New York Trustee, AARP Investment Program from
10022 Scudder, The Brazil Fund, Inc.,
Zurich American Insurance Company,
Scudder Institutional Fund, Inc., Scudder
Fund, Inc., Scudder Pathway Series, Harris
Insight Funds, Inc. and The Stanley Works.
Formerly, Assistant Secretary of the U.S.
Treasury for Economic Policy.
Richard S. Weinert President, Leslie, Weinert & Co. 56 1990 2,369
501 Madison Avenue (financial consulting firm); Director,
New York, New York Environmental Enterprises Assistance
10022 Fund (venture capital firm).
Class III Director serving until the 1998 Annual Meeting of Stockholders:
Gonzalo de Las Heras* Executive Vice President, Banco 57 1990 200
45 East 53rd Street Santander, S.A.
New York, New York
10022
</TABLE>
- ------------
* "Interested person," as defined in the Investment Company Act of 1940,
as amended (the "1940 Act"), of the Company.
COMMITTEE AND DIRECTORS' MEETINGS. The Board of Directors has a standing
Audit Committee and Nominating Committee, each of which consists of the
Directors who are not "interested persons" of the Company within the meaning
of the 1940 Act. The principal purpose of the Audit Committee is to review
the scope of the annual audit conducted by the Company's independent
accountants and the evaluation by such accountants of the accounting
procedures followed by the Company. The principal purpose of the Nominating
Committee is to select and nominate the Directors who are not "interested
persons" of the Company as defined in the 1940 Act. The Nominating Committee
will consider nominees recommended by stockholders of the Company.
Stockholders should submit nominees to the Secretary of the Company. The
Company has no standing Compensation Committee.
During the fiscal year ended June 30, 1996, the Board of Directors held
seven meetings and the Audit Committee held one meeting. Each Director then
in office attended at least 75% of the meetings of the Board of Directors and
the Audit Committee held during such period.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers,
3
<PAGE>
directors and persons who own more than ten percent of a registered class of
the Company's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission
("SEC") and the New York Stock Exchange. Officers, directors and greater than
ten percent stockholders are required by the SEC regulations to furnish the
Company with copies of all Forms 3, 4 and 5 they file.
Based solely on the Company's review of the copies of such forms and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file a Form 5 with respect to the most recent
fiscal year, the Company believes that all of its officers, directors,
greater than ten percent beneficial owners and other persons subject to
Section 16 of the Exchange Act because of the requirements of Section 30 of
the Investment Company Act, i.e., any advisory board member, investment
adviser or affiliated person of the Company's investment adviser, have
complied with all filing requirements applicable to them with respect to
transactions during the Company's most recent fiscal year.
INTERESTED PERSONS. The Company considers one Director, Mr. Gonzalo de Las
Heras, to be an "interested person" of the Company within the meaning of
Section 2(a)(19) of the 1940 Act because of the position he holds with an
affiliate of Santander Management Inc., Bahamas Financial Centre, Charlotte
and Shirley Streets, Nassau, Bahamas, the Company's investment adviser (the
"Investment Adviser") and Gestion Santander Mexico, S.A. de C.V., Monte
Pelvoux 220, Lomas de Chapultepec, 11000 Mexico, D.F., Mexico, the Company's
sub-adviser in Mexico (the "Mexican Sub-Adviser").
COMPENSATION OF DIRECTORS. The Company pays to each Director not
affiliated with the Investment Adviser, the Mexican Sub-Adviser or an
affiliate an annual fee of $7,000 plus $750 per board meeting attended and
$750 per Audit Committee meeting attended (except that such fee shall be $250
if the Audit Committee meeting is held on the same day as a board meeting),
together with all Directors' actual out-of-pocket expenses relating to
attendance at meetings. Such fees and expenses aggregated $33,740 for the
fiscal year ended June 30, 1996.
The following table sets forth compensation paid by the Company to the
non-affiliated Directors for the fiscal year ended June 30, 1996:
<TABLE>
<CAPTION>
PENSION OR TOTAL
AGGREGATE RETIREMENT BENEFITS COMPENSATION FROM
COMPENSATION ACCRUED AS PART OF COMPANY COMPLEX
NAME OF DIRECTOR FROM COMPANY COMPANY EXPENSES PAID TO DIRECTORS
- ------------------- -------------- ------------------- -----------------
<S> <C> <C> <C>
Edgar R. Fiedler $10,500 None $10,500
Rodney B. Wagner(1) None None None
Richard S. Weinert $10,500 None $10,500
Felipe de Yturbe(2) $ 5,250 None $ 5,250
</TABLE>
- ------------
(1) Rodney B. Wagner was elected as a Director of the Company in September
1996 and therefore did not receive compensation from the Company during
its fiscal year ended June 30, 1996.
(2) Felipe de Yturbe resigned as a Director of the Company in February
1996.
4
<PAGE>
OFFICERS OF THE COMPANY. The following table sets forth information
concerning the officers of the Company.
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- ----------------------------------------------------------------------- ----------- ----- ---------
<S> <C> <C> <C>
Gonzalo de Las Heras--Executive Vice President, Banco Santander, S.A. President 57 1990
Thomas R. Smith, Jr.--Partner, Brown & Wood LLP, counsel to the Secretary 59 1990
Company.
C. William Maher -First Vice President of Mitchell Hutchins Asset Treasurer 36 1993
Management Inc., 1285 Avenue of the Americas, New York, New York 10019
(the "Administrator"); Treasurer or Assistant Treasurer of other
investment companies for which the Administrator serves as
administrator; Vice President and Assistant Treasurer of the
investment companies for which PaineWebber serves as investment
adviser.
</TABLE>
STOCK OWNERSHIP OF DIRECTORS AND OFFICERS. At April 10, 1997, the
Directors and officers of the Company as a group (6 persons) owned an
aggregate of less than 1/4 of 1% of the outstanding shares of the Company.
STOCK OWNERSHIP OF CERTAIN BENEFICIAL OWNERS. The following table sets
forth the beneficial ownership of the Company's Common Stock for each person
known to be the beneficial owner of more than five percent of the Common
Stock.
<TABLE>
<CAPTION>
SHARES OF COMMON STOCK BENEFICIALLY OWNED AS OF APRIL 10, 1997
NAME AND ADDRESS OF --------------------------------------------------------------
BENEFICIAL OWNER NUMBER PERCENT OF TOTAL
--------------------- ------------------------ --------------------------------
<S> <C> <C>
OLLIFF & PARTNERS PLC 1,526,900(1) 11.8%(1)
10 Eastcheap
London EC3M IAJ
England
</TABLE>
- ------------
(1) This information is based upon information reported by the
stockholder in a filing on Schedule 13G made with the Securities and
Exchange Commission (the "SEC") on February 26, 1997. The Company has
been informed by the stockholder that such 1,526,900 shares of Common
Stock includes the beneficial ownership of 1,437,900 shares of Common
Stock (or 11.1% of total) reported on a Schedule 13G filed with the
SEC on February 26, 1997 by City of London Investment Management
Company Ltd. (an affiliate of Olliff & Partners PLC located at the
same address) and that such 1,437,900 shares of Common Stock includes
the beneficial ownership of 765,700 shares of Common Stock (or 5.9%
of total) reported on a Schedule 13D filed with the SEC on February
26, 1997 by The MP Emerging Markets Country Fund (an affiliate of
Olliff & Partners PLC located at the same address).
5
<PAGE>
ITEM 2. SELECTION OF INDEPENDENT ACCOUNTANTS
On the recommendation of the Audit Committee, the Board of Directors of
the Company, including a majority of the Directors who are not interested
persons of the Company, has selected the firm of Price Waterhouse LLP ("Price
Waterhouse"), as independent accountants, to examine the financial statements
of the Company for the fiscal year ending June 30, 1998. Price Waterhouse has
acted as the Company's independent accountants since the inception of the
Company. The Company knows of no direct or indirect financial interest of
such firm in the Company. Such appointment is subject to ratification or
rejection by the stockholders of the Company. Unless a contrary specification
is made, the accompanying proxy will be voted in favor of ratifying the
selection of such accountants.
Representatives of Price Waterhouse are expected to be present at the
Meeting to answer questions from stockholders and to make a statement if they
so desire.
ADDITIONAL INFORMATION
The expense of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the
Company. The Company will reimburse banks, brokers and others for their
reasonable expenses in forwarding proxy solicitation material to the
beneficial owners of the shares of the Company. The Company has retained
Shareholder Communications Corporation, a proxy solicitation firm, to assist
in the solicitation of proxies for the Meeting, for a fee of approximately
$5,000, together with reimbursement of such firm's expenses.
In order to obtain the necessary quorum at the Meeting, supplementary
solicitation may be made by mail, telephone, telegraph, or personal
interview. It is anticipated that the cost of such supplementary
solicitation, if any, will be nominal. For purposes of the vote on Items 1
and 2, abstentions will not be counted as votes cast and will have no effect
on the result of the vote, although they will count toward the presence of a
quorum.
ANNUAL REPORT DELIVERY
The Company will furnish, without charge, a copy of its annual report for
the fiscal year ended June 30, 1996 and its semi-annual report for the six
months ended December 31, 1996 to any stockholder upon request. Such requests
should be directed by mail to PNC Bank, N.A., Attn: The Emerging Mexico Fund,
Inc., P.O. Box 8950, Wilmington, Delaware 19899 or by telephone to
1-800-852-4750.
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting
by December 12, 1997.
By Order of the Board of Directors
Thomas R. Smith, Jr.
Secretary
Dated: April 11, 1997
6
<PAGE>
THE EMERGING MEXICO FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints C. William Maher and Brian S. Shlissel as
proxies, each with the power to appoint his substitute, and hereby authorizes
them to represent and to vote, as designated on the reverse hereof, all the
shares of Common Stock of The Emerging Mexico Fund, Inc. (the "Company") held
of record by the undersigned on April 10, 1997 at an annual meeting of
stockholders of the Company to be held on May 22, 1997 or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted FOR Proposals 1 and 2.
1. ELECTION OF DIRECTORS [ ] FOR nominees listed below [ ] WITHHOLD AUTHORITY
to vote for nominee(s)
listed below
Rodney B. Wagner, Edgar R. Fiedler, Richard S. Weinert
2. Proposal to ratify the selection of Price Waterhouse LLP as the
independent accountants of the Company. [ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.
(CONTINUED ON THE REVERSE SIDE)
<PAGE>
Dated _____________ 1997
X ________________________
Signature
X ________________________
Signature, if held jointly
Please sign exactly as
name appears hereon. When
shares are held by joint
tenants, both should
sign. When signing as
attorney or as 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.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
