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 Rule 14a-11(c) or Rule 14a-12
The Asia Tigers Fund, Inc.
(Name of Registrant as Specified In Its Charter)
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 is 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 No.:
______________________________________________________________________
(3) Filing party:
______________________________________________________________________
(4) Date filed:
______________________________________________________________________
<PAGE>
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 9, 1998
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 20,
1998, at 9:00 a.m., for the purposes of considering and voting upon:
1. The election of directors (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, 1998
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on January 2, 1998 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,
/s/ Robert I. Kleinberg
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>
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 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:
Registration
Corporate Accounts Valid Signature
(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
Custodial 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
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<PAGE>
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 20, 1998 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 9, 1998. The Fund's annual report containing financial statements
for the fiscal year ended October 31, 1997 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, 1998 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
3
<PAGE>
investment manager. Barclays Global Investors International Inc. ("BGI"), whose
principal business address is Tower 49, 12 East 49th Street, New York, New York
10017, is the Fund's investment adviser.
On November 4, 1997, CIBC Wood Gundy Securities Corp., the broker-dealer
subsidiary of The Canadian Imperial Bank of Commerce, acquired all of the stock
of Oppenheimer Holdings, Inc., the indirect parent company of Oppenheimer & Co.,
Inc. and Advantage. Oppenheimer & Co., Inc. ("OpCo") is now CIBC Oppenheimer
Corp. ("CIBC OpCo"). Robert A. Blum, who previously served as a director of the
Fund, resigned from the Board of Directors effective November 3, 1997 in order
for the Fund's Board of Directors to be in compliance with Section 15(f) of the
Investment Company Act of 1940 (the "1940 Act") upon completion of the
transaction.
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 Annual
Meeting, stockholders will be asked to elect two Class III Directors to hold
office until the 2001 Annual Meeting of Stockholders or thereafter when their
respective successors are elected and qualified. The terms of office of the
Class I and the Class II Directors expire at the Annual Meetings of Stockholders
in 1999 and 2000, 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 nominees
listed below. Each nominee has indicated that he will serve if elected, but if
any nominee 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. Each of the nominees has been previously elected to the Board of
Directors by shareholders.
The following table provides information concerning the nominees for
election as directors:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Nominees and Principal Occupations Directly or Indirectly, on
During the Past Five Years Director Since Age January 1, 1998 (A)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Nominees to serve until the year 2001
Annual Meeting of Stockholders
Alan H. Rappaport*, Chairman; Managing 1993 44 1,000
Director, CIBC Oppenheimer Corp; Director
and President, Advantage Advisers, Inc.
Charles F. Barber, Chairman of Audit Committee; 1993 80 1,000
Consultant; formerly Chairman of the Board,
ASARCO Incorporated.
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
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<PAGE>
The following table provides information concerning the directors serving
until the 1999 and 2000 Annual Meetings of Stockholders:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Nominees and Principal Occupations Directly or Indirectly, on
During the Past Five Years Director Since Age January 1, 1998 (A)
- ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Director serving until the year 1999
Annual Meeting of Stockholders
Leslie H. Gelb, Member of the Audit Committee; 1994 60 0
President, The Council on Foreign Relations
(1993-Present); Columnist (1991-1993), Deputy
Editorial Page Editor (1986-1990) and Editor,
Op-Ed Page (1988-1990), The New York Times.
Directors serving until the year 2000
Annual Meeting of Stockholders
Jeswald W. Salacuse, Member of Audit Committee, 1993 59 310
Henry J. Braker Professor of Commercial Law,
The Fletcher School of Law & Diplomacy Tufts
University (1990-present);Dean, The Fletcher School
of Law & Diplomacy, Tufts University (1986-1994).
</TABLE>
- ------------------
* "Interested person" as defined in the Investment Company Act of 1940 (the
"1940 Act") because of a relationship with Advantage.
(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 advised by
Advantage, six registered investment companies coadvised by Value Advisors LLC
("Value Advisors") and Salomon Brothers Asset Management Inc ("SBAM") and eight
other registered investment companies advised by SBAM. In addition, Mr. Barber
serves as a director of Min Ven Inc. Messrs. Gelb and Salacuse are directors of
four other registered investment companies advised by Value Advisors and SBAM,
one other investment company advised by Value Advisors and OpCap Advisors and
one other registered investment company advised by Advantage. Mr. Salacuse is a
director of three other registered investment companies advised by SBAM. Mr.
Rappaport is a director of two other registered investment companies advised by
Advantage.
At January 1, 1998, 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 nominee
for participants in Depository Trust Company, held of record 20,270,933 shares,
equal to 98.8% of the outstanding shares of the Fund.
5
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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 Mr. Rappaport, the current executive officers of the Fund are:
Name Office Age Since
---------------------------------------------------------------
Robert A. Blum President 36 1993
and Assistant
Secretary
Dennis E. Feeney Treasurer 45 1993
Robert I. Kleinberg Secretary 60 1993
Mr. Blum is Managing Director, CIBC OpCo (1994-Present) and Associate
General Counsel, CIBC OpCo. Mr. Blum previously served as Senior Vice President
(1991-1994), CIBC OpCo. Mr. Feeney is Managing Director (1995-Present) and Chief
Financial Officer (1994-Present), CIBC OpCo. Mr. Feeney previously served as
Controller of CIBC OpCo (1986-1994). Mr. Kleinberg is also Managing Director,
Secretary and General Counsel of CIBC OpCo and Director and Secretary of
Advantage. Messrs. Rappaport, Blum, Kleinberg and Feeney also serve as officers
of various other registered investment companies advised by 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 2 times during the year ended
October 31, 1997. The Fund has no nominating or compensation committees.
During the fiscal year ended October 31, 1997, the Board of Directors met 7
times. Each director attended at least 75% of the meetings of the Board or the
Committee of the Board for which he or she 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 BGI. The following
table provides information concerning the approximate compensation paid during
the year ended October 31, 1997 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, 1997 by the
Fund to Mr. Rappaport, who as an officer or employee of Advantage and CIBC OpCo,
is an interested person as defined under the 1940 Act.
6
<PAGE>
<TABLE>
<CAPTION>
Total Compensation
from Other Funds Total Compensation
Aggregate Co-Advised by from Other Funds
Compensation Advantage and Advised by
Name of Director from Fund BGI(B) Advantage (C) Total Compensation
- ---------------- ------------ ------------------- ------------------- ------------------
<S> <C> <C> <C> <C>
Directorships (A) Directorships (A) Directorships (A)
Leslie H. Gelb $9,050 $8,600(1) $40,100(5) $57,750(7)
Jeswald W. Salacuse $9,150 $8,600(1) $41,700(5) $59,450(7)
Charles F. Barber $9,250 $8,600(1) $51,200(6) $69,050(8)
</TABLE>
- ----------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
(B) Includes one registered investment company for which BGI no longer serves
as an investment adviser.
(C) Includes for Messrs. Gelb, Salacuse and Barber, five, five and six
registered investment companies, respectively, for which Advantage no
longer serves as an investment adviser, effective November 4, 1997.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) 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, BGI, 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 have complied with applicable filing requirements during the
fiscal year ended October 31, 1997.
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, 1998. 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, 1997
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
available at the meeting to answer questions concerning the Fund's financial
statements and will have an opportunity to make a statement if he or she chooses
to do so.
7
<PAGE>
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
CIBC Oppenheimer Corp. serves as the Fund's administrator. The address of
CIBC OpCo is Oppenheimer Tower, One World Financial Center, 200 Liberty Street,
New York, New York 10281. CIBC OpCo subcontracts certain of its responsibilities
to PFPC Inc. The address of PFPC Inc. is 400 Bellevue Parkway, Wilmington,
Delaware 19809.
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 1999
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 11, 1998.
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 CIBC OpCo 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 9, 1998
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<PAGE>
THE ASIA TIGERS FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS - FEBRUARY 20, 1998
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Robert I. Kleinberg, 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 20,
1998, 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 9, 1998 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 (including all nominees for Director) and 2. Please refer to the Proxy
Statement for a discussion of the Proposals.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ---------------------------- --------------------------------
- ---------------------------- --------------------------------
- ---------------------------- --------------------------------
(Continued, and to be signed and dated, on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(including all nominees for Directors) AND 2.
1. Election of Directors
|_| FOR |_| WITHHOLD AUTHORITY
the nominees listed below to vote for the nominees
|_| EXCEPTIONS
2. The ratification of the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the year ending October 31, 1998.
|_| FOR |_| AGAINST |_| ABSTAIN
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and strike a line through that nominee's name).
Nominees to serve until 2001 Annual Meeting: Alan H. Rappaport, Charles F.
Barber
3. Any other business that may properly come before the meeting.
4. [ ] I will be attending the meeting.
[ ] 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 ____________________________, 1998
_______________________________________
_______________________________________
Signature(s), Title(s), if applicable
Please Sign, Date and Return the Proxy
Promptly Using the Enclosed Envelope.
Votes MUST be indicated (x) in
Black or Blue ink. [x]
