<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 / /
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 (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Solicitin Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
THE ASIA TIGER 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), 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 ASIA TIGERS FUND, INC.
OPPENHEIMER TOWER ONE WORLD FINANCIAL CENTER 200 LIBERTY STREET NEW YORK, NEW
YORK 10281
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 16, 1996
To the Stockholders:
The Annual Meeting of Stockholders of The Asia Tigers Fund, Inc. (the
"Fund") will be held at Oppenheimer Tower, One World Financial Center, 200
Liberty Street, New York, New York on the 40th floor, on Friday, February 23,
1996, at 10:00 a.m., for the purposes of considering and voting upon:
1. The election of director (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the year ending October 31, 1996
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on Tuesday, January 2, 1996 has been fixed 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,
Robert I. Kleinberg
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU to
indicate voting instructions on the enclosed proxy card, date and sign it and
return it promptly in the envelope provided, no matter how large or small your
holdings may be.
<PAGE> 3
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and help the Fund avoid the time and expense 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 a name shown in the registration.
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:
<TABLE>
<CAPTION>
REGISTRATION
------------
<S> <C>
CORPORATE ACCOUNTS VALID SIGNATURE
------------------ --------------
(1) ABC Corp. ................................... ABC Corp.
(2) ABC Corp. ................................... John Doe, Treasurer
(3) ABC Corp. ................................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan................ John Doe, Trustee
TRUST ACCOUNTS
-------------
(1) ABC Trust.................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee......................... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
--------------------------
(1) John B. Smith, Cust.......................... John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith................................ John B. Smith, Jr., Executor
</TABLE>
<PAGE> 4
THE ASIA TIGERS FUND, INC.
OPPENHEIMER TOWER ONE WORLD FINANCIAL CENTER 200 LIBERTY STREET NEW YORK, NEW
YORK 10281
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Asia Tigers Fund, Inc. (the "Fund") of proxies to be
used at the Annual Meeting of Stockholders of the Fund (the "Annual Meeting") to
be held at Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York on the 40th floor, on Friday, February 23, 1996 at 10:00 a.m.
(and at any adjournment or adjournments thereof) for the purposes set forth in
the accompanying Notice of Annual Meeting of Stockholders. This proxy statement
and the accompanying form of proxy are first being mailed to stockholders on or
about January 16, 1996. The Fund's annual report containing financial statements
for the fiscal year ended October 31, 1995 is available, free of charge, by
contacting Advantage Advisers, Inc. at the address listed below or by calling
1-800-421-4777. Stockholders who execute proxies retain the right to revoke them
in person at the Annual Meeting or by written notice received by the Secretary
of the Fund at any time before they are voted. Unrevoked proxies will be voted
in accordance with the specifications thereon and, unless specified to the
contrary, will be voted FOR the election of directors and FOR Proposal 2. The
close of business on January 2, 1996 has been fixed as the record date for the
determination of stockholders entitled to notice of and to vote at the Annual
Meeting. Each stockholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the record
date there were 20,514,984 shares of Common Stock outstanding.
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 a date not more than 120 days after the
original record date 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 or AGAINST
any such proposal at their discretion. A stockholder vote may be taken on one or
more of the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received for approval. Under the By-Laws of the Fund,
a quorum is constituted by the presence in person or by proxy of the holders of
record of a majority of the outstanding shares of Common Stock of the Fund
entitled to vote at the Annual Meeting.
Advantage Advisers, Inc. ("Advantage"), whose principal business address is
Oppenheimer Tower, One World Financial Center, 200 Liberty Street, New York, New
York 10281, is the Fund's investment manager. BZW Investment Management Inc.
("BZWIM"), whose principal business address is Tower 49, 12 East 49th Street,
New York, New York 10017, is the Fund's investment adviser.
<PAGE> 5
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the meeting,
stockholders will be asked to elect one Class I Director to hold office until
the 1999 Annual Meeting of Stockholders or thereafter when his successor is
elected and qualified. The terms of office of the Class II and Class III
Directors expire at the Annual Meetings of Stockholders in 1997 and 1998,
respectively, or thereafter in each case when their respective successors are
elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by delaying
the replacement of a majority of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominee
named below. Mr. Gelb is currently a member of the Board of Directors of the
Fund. All of the directors have served as directors of the Fund since
commencement of investment operations on November 29, 1993, except for Mr. Gelb
who was elected to the Board of Directors on October 19, 1994. Mr. Gelb has
indicated that he will serve if elected, but if Mr. Gelb should be unable to
serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment.
The following table provides information concerning the nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
DECEMBER 31, 1995
DIRECTOR -------------------
NOMINEE AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
--------------------------------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
NOMINEE TO SERVE UNTIL 1999 ANNUAL MEETING OF STOCKHOLDERS
Leslie H. Gelb, Member of Audit Committee; President, The 1994 58 -0-
Council on Foreign Relations; formerly, Columnist, Deputy
Editorial Page Editor and Editor, Op-Ed Page, The New York
Times.
</TABLE>
2
<PAGE> 6
The following table provides information concerning the directors serving
until the 1997 and 1998 Annual Meetings of Stockholders:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
DECEMBER 31, 1995
DIRECTOR -------------------
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
--------------------------------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1997 ANNUAL MEETING OF STOCKHOLDERS
Jeswald W. Salacuse, Member of Audit Committee; Henry J. Braker 1993 57 307
Professor of Commercial Law, and formerly Dean, The
Fletcher School of Law & Diplomacy, Tufts University.
Philip Stafford*, President; President, BZW Investment 1993 46 1,023
Management Inc.; formerly Deputy General Manager, Barclays
de Zoete Wedd Securities (Japan), Tokyo and Director,
Barclays de Zoete Wedd International Equities, London.
DIRECTORS SERVING UNTIL 1998 ANNUAL MEETING OF STOCKHOLDERS
Alan H. Rappaport*, Chairman; Executive Vice President, 1993 42 1,000
Oppenheimer & Co., Inc.; Director and President, Advantage
Advisers, Inc.
Charles F. Barber, Chairman of Audit Committee; Consultant; 1993 78 1,000
formerly Chairman of the Board, ASARCO Incorporated.
</TABLE>
- -------------
* "Interested person" as defined in the Investment Company Act of 1940 (the
"1940 Act") because of a relationship with Advantage or BZWIM.
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund. Each director has sole voting and investment power with
respect to the listed shares.
Each of Messrs. Gelb, Salacuse, Rappaport and Barber serves as a director
of certain other U.S. registered investment companies, as described below. Mr.
Barber is a director of one other registered investment company co-advised by
Advantage and BZWIM, six registered investment companies co-advised by Advantage
and Salomon Brothers Asset Management Inc ("SBAM") and seven other registered
investment companies advised by SBAM. Mr. Barber also serves as a director for
six registered investment companies advised by investment advisory affiliates of
Smith Barney Inc. and as a trustee of Lehman Brothers Institutional Funds Group
Trust. In addition, Mr. Barber serves as a director of Min Ven Inc. Messrs.
Salacuse, Rappaport and Gelb are directors of one other registered investment
company co-advised by Advantage and BZWIM and four registered investment
companies co-advised by Advantage and SBAM. Mr. Salacuse is a director of one
other registered investment company advised by Advantage and two other
registered investment companies advised by SBAM. Mr. Rappaport is a director of
two other registered investment companies advised by Advantage, and Mr. Gelb is
a director of one other registered investment company advised by Advantage.
At December 31, 1995, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund. No person owned
of record, or to the knowledge of management owned beneficially, more than 5% of
the Fund's outstanding shares at that date, except that Cede & Co., a
3
<PAGE> 7
nominee for participants in Depository Trust Company, held of record 19,973,387
shares, equal to 97.4% of the outstanding shares of the Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Messrs. Rappaport and Stafford, the present executive
officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- -------------------- ---------- --- -------
<S> <C> <C> <C>
Dennis E. Feeney Treasurer 43 1993
Robert I. Kleinberg Secretary 58 1993
</TABLE>
Mr. Feeney is also Executive Vice President and Chief Financial Officer of
Oppenheimer & Co., Inc. Mr. Kleinberg is also Executive Vice President,
Secretary and General Counsel of Oppenheimer & Co., Inc. and Director and
Secretary of Advantage.
The Fund's Audit Committee is composed of Messrs. Barber, Gelb and
Salacuse. The principal functions of the Audit Committee are to recommend to the
Board the appointment of the Fund's independent accountants, to review with the
independent accountants the scope and anticipated cost of their audit and to
receive and consider a report from the independent accountants concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. This Committee met one time during the year ended
October 31, 1995. The Fund has no nominating or compensation committees.
During the fiscal year ended October 31, 1995, the Board of Directors met
five times. Each director attended at least 75% of the meetings of the Board or
the Committee of the Board for which he was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund as well as by the various other
U.S.registered investment companies advised by Advantage and/or BZWIM. The
following table provides information concerning the approximate compensation
paid during the year ended October 31, 1995 to each director of the Fund. Please
note that the Fund does not provide any pension or retirement benefits to
directors. In addition, no remuneration was paid during the year ended October
31, 1995 by the Fund to either Mr. Rappaport, who as an employee of Advantage
and Oppenheimer & Co., Inc., or Mr. Stafford, who as an employee of BZWIM, are
interested persons as defined under the 1940 Act.
<TABLE>
<CAPTION>
TOTAL COMPENSATION TOTAL TOTAL
FROM OTHER FUNDS COMPENSATION COMPENSATION
AGGREGATE CO-ADVISED BY FROM OTHER FUNDS FROM OTHER FUNDS
COMPENSATION ADVANTAGE AND ADVISED BY ADVISED BY TOTAL
NAME OF NOMINEE FROM FUND BZWIM ADVANTAGE BZWIM COMPENSATION
- -------------------------- ------------ ------------------ ---------------- ---------------- ----------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C> <C> <C>
Leslie H. Gelb............ $8,700 $4,600(1) $ 38,700(5) $0 $ 52,000(7)
Jeswald W. Salacuse....... 8,500 7,900(1) 40,250(5) 0 56,650(7)
Charles F. Barber......... 8,600 8,100(1) 51,400(6) 0 68,100(8)
</TABLE>
- -------------
(A) The numbers in parentheses indicate the applicable number of U.S.
registered investment company directorships held by that director.
4
<PAGE> 8
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, Advantage, BZWIM, and
their respective directors and officers to file reports of ownership and changes
in ownership of the Fund's securities with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that all
relevant persons complied with applicable filing requirements during the fiscal
year ended October 31, 1995.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock of the Fund present in person or represented by proxy at
a meeting with a quorum present. For purposes of the election of directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for directors.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the year ending October 31, 1996. The
appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by Price Waterhouse LLP that at October 31, 1995
neither the firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of Price Waterhouse LLP will be
at the Annual Meeting to answer questions concerning the audit of the Fund's
financial statements and will have an opportunity to make a statement if he or
she chooses to do so.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of Common Stock of the Fund
present in person or represented by proxy at a meeting with a quorum present.
For purposes of this proposal, abstentions and broker non-votes will not be
considered votes cast for the foregoing purpose.
ADDITIONAL INFORMATION
Oppenheimer & Co., Inc. ("OpCo") serves as the Fund's administrator. The
address of OpCo is Oppenheimer Tower, One World Financial Center, 200 Liberty
Street, New York, New York 10281. OpCo subcontracts certain of its
responsibilities to PFPC Inc. The address of PFPC Inc. is 400 Bellevue Parkway,
Wilmington, Delaware 19809.
5
<PAGE> 9
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. If any other matter properly comes before
the Annual Meeting, it is the intention of the persons named in the proxy to
vote the proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 1996
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 18, 1996.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of
Advantage and BZWIM or their respective affiliates, or other representatives of
the Fund or by telephone or telegraph, in addition to the use of mails.
Brokerage houses, banks and other fiduciaries may be requested to forward proxy
solicitation material to their principals to obtain authorization for the
execution of proxies, and they will be reimbursed by the Fund for out-of-pocket
expenses incurred in this connection.
January 16, 1996
6
<PAGE> 10
THE ASIA TIGERS FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS -- FEBRUARY 23, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Robert A. Blum and Charles J. DeMarco, and
each of them, attorneys and proxies for the undersigned, with full power of
substitution and revocation, to represent the undersigned at the Annual Meeting
of Stockholders of the Fund to be held at Oppenheimer Tower, One World Financial
Center, New York, New York 10281 on Friday, February 23, 1996, at 10:00 a.m.,
and at any adjournments thereof, upon the matters set forth in the Notice of
Meeting and Proxy Statement dated January 16, 1996 and upon all other matters
properly coming before said Meeting.
Please indicate your vote by an "X" in the appropriate box on the reverse
side. This Proxy, if properly executed, will be voted in the manner directed by
the stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2. Please refer to the Proxy Statement for a discussion of the Proposals.
<TABLE>
<S> <C>
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
- ------------------------------------------------------ ------------------------------------------------------
</TABLE>
<PAGE> 11
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.
<TABLE>
<S> <C> <C>
1. Election of Director. FOR the nominee WITHHOLD AUTHORITY
listed below. / to vote for the nominee. /
/ /
</TABLE>
Director to serve until 1999 Annual Meeting: Leslie H. Gelb
<TABLE>
<S> <C>
2. The ratification of the selection of Price Waterhouse 3. Any other business that may properly come before the
LLP as the independent accountants of the Fund for the meeting.
year ending October 31, 1996.
FOR / / AGAINST / / ABSTAIN / / 4. I will be attending the meeting. / /
</TABLE>
Change of Address and/
or Comments Mark Here /
/
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.
Date , 1996
----------------------------------
----------------------------------
Signature(s), Title(s), if
applicable
PLEASE SIGN, DATE AND RETURN THE PROXY PROMPTLY USING THE ENCLOSED ENVELOPE.
