BROWN & WOOD
ONE WORLD TRADE CENTER
NEW YORK, NEW YORK 10048-0557
TELEPHONE: 212-839-5300
FACSIMILE: 212-839-5599
May 22, 1995
VIA ELECTRONIC FILING
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Attention: Division of Investment Management
Re: Worldwide DollarVest Fund, Inc.
Definitive Proxy Materials
Ladies and Gentlemen:
On behalf of Worldwide DollarVest Fund, Inc. (the "Fund") and pursuant to
Rule 14a-6(b) under the Securities Exchange Act of 1934, transmitted herewith
for filing with the Securities and Exchange Commission is a definitive copy of
the Notice of 1995 Annual Meeting of Stockholders, Proxy Statement and Form of
Proxy to be used in connection with the Fund's 1995 Annual Meeting of
Stockholders to be held on June 23, 1995. A Federal wire transfer in the amount
of $125 was previously sent on behalf of the Fund.
Please direct any communications relating to this filing to the
undersigned at (212) 839-5583 or to George A. Dunston of this firm at (212)
839-5504.
Very truly yours,
/s/ Ellen W. Harris
Ellen W. Harris
<PAGE>
As filed with the Securities and Exchange Commission on May 22, 1995
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 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
WORLDWIDE DOLLARVEST FUND, INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
WORLDWIDE DOLLARVEST FUND, INC.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
|X| $125 per Exchange Act Rule 0-11(c)(1(ii), 14a-6(i)(1), or 14a-6(2).
|_| $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 0-11:1
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(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
|_| 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:
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---------
1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
<PAGE>
WORLDWIDE DOLLARVEST FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
June 23, 1995
To The Stockholders of Worldwide DollarVest Fund, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of Worldwide DollarVest Fund, Inc. (the "Fund") will be held at
the offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on June 23, 1995, at 9:15 A.M. for the following
purposes:
(1) To elect six Directors to serve until the next Annual Meeting of
Stockholders;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche llp to serve as independent auditors of the Fund for
its current fiscal year; and
(3) To transact 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 May 10, 1995 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 Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
the Fund for any purpose germane to the Meeting during ordinary business
hours from and after June 9, 1995 at the office of the Fund, 800 Scudders
Mill Road, Plainsboro, New Jersey. 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 this purpose. The enclosed proxy is
being solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
Mark B. Goldfus
Secretary
Plainsboro, New Jersey
Dated: May 22, 1995
<PAGE>
PROXY STATEMENT
WORLDWIDE DOLLARVEST FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
1995 ANNUAL MEETING OF STOCKHOLDERS
June 23, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Worldwide DollarVest Fund,
Inc., a Maryland corporation (the "Fund"), to be voted at the 1995 Annual
Meeting of Stockholders of the Fund (the "Meeting"), to be held at the
offices of Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill
Road, Plainsboro, New Jersey, on Friday, June 23, 1995 at 9:15 A.M. The
approximate mailing date of this Proxy Statement is May 25, 1995.
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 the Board of Directors to
serve until the next Annual Meeting of Stockholders and for the ratification
of the selection of independent auditors to serve for the Fund's current
fiscal year. Any proxy may be revoked at any time prior to the exercise
thereof by giving written notice to the Secretary of the Fund at the Fund's
address indicated above or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on May 10, 1995 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 May 10, 1995, the Fund had
outstanding 6,392,962 shares of common stock, par value $.10 per share
("Common Stock"). To the knowledge of the Fund, as of May 10, 1995, no person
is the beneficial owner of more than five percent of its outstanding shares
of Common Stock.
The Board of Directors of the Fund 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
At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected
and qualified. It is intended that all properly executed proxies will be
voted (unless such authority has been withheld in the proxy) in favor of the
persons designated as Directors to be elected by holders of Common Stock.
The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute
nominee or nominees as the Board of Directors may recommend.
Certain information concerning the nominees is set forth below:
<TABLE>
<CAPTION>
Shares of
Common Stock
of the Fund
Beneficially
Principal Occupation Owned at
During Past Five Years Director May 10,
Name and Address and Public Directorships( (1)) Age Since 1995
<S> <C> <C> <C> <C>
Arthur Zeikel*..........................President of Fund Asset Management, 62 1994 0
P.O. Box 9011 L.P. ("FAM", which term as used
Princeton, New Jersey herein includes its corporate
08543-9011 predecessors) since 1977; President
of MLAM (which term as used herein
includes its corporate
predecessors) since 1977; President
and Director of Princeton Services,
Inc. ("Princeton Services") since
1993; Executive Vice President of
Merrill Lynch & Co., Inc.
("ML&Co.") since 1990; Executive
Vice President of Merrill Lynch,
Pierce, Fenner & Smith Incorporated
("Merrill Lynch") since 1990 and a
Senior Vice President thereof from
1985 to 1990; Director of Merrill
Lynch Funds Distributor, Inc.
("MLFD").
Donald Cecil( (2))....................Special Limited Partner of Cumberland 68 1994 0
1114 Avenue of the Americas Partners (investment partnership)
New York, New York 10036 since 1982; Member of Institute of
Chartered Financial Analysts;
Member and Chairman of Westchester
County (N.Y.) Board of
Transportation.
Edward H. Meyer( (2))................President of Grey Advertising, Inc. 68 1994 0
777 Third Avenue since 1968, Chief Executive Officer
New York, New York 10017 since 1970 and Chairman of the
Board of Directors since 1972;
Director of The May Department
Stores Company, Bowne & Co., Inc.
(financial printers), Ethan Allen
Interiors, Inc. and Harman
International Industries, Inc.
2
<PAGE>
Shares of
Common Stock
of the Fund
Beneficially
Principal Occupation Owned at
During Past Five Years Director May 10,
Name and Address and Public Directorships( (1)) Age Since 1995
Charles C. Reilly( (2)) .............Self-employed financial consultant 63 1994 0
9 Hampton Harbor Road since 1990; President and Chief
Hampton Bays, New York 11946 Investment Officer of Verus
Capital, Inc. from 1979 to 1990;
former Senior Vice President of
Arnold and S. Bleichroeder, Inc.
from 1973 to 1990; Adjunct
Professor, Columbia University
Graduate School of Business, 1990;
Adjunct Professor, Wharton School,
University of Pennsylvania, 1990.
Richard R. West( (2))................Professor of Finance since 1984, and 57 1994 0
482 Tepi Drive Dean from 1984 to 1993, of New York
Southbury, Connecticut 06488 University Leonard N. Stern School
of Business Administration;
Director of Re Capital Corp.
(reinsurance holding company),
Bowne & Co., Inc. (financial
printers), Vornado, Inc. (real
estate holding company),
Smith-Corona Corporation
(manufacturer of typewriters and
word processors) and Alexander's
Inc. (real estate company).
Edward D. Zinbarg( (2)) .............Executive Vice President of The 60 1994 0
5 Hardwell Road Prudential Insurance Company of
Short Hills, New Jersey America from 1988 to 1994; former
07078-2117 Director of Prudential Reinsurance
Company and former Trustee of the
Prudential Foundation.
</TABLE>
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Fund.
(1) Each of the nominees is a director, trustee or member of an advisory
board of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Compensation of Directors and Officers" below.
(2) Member of Audit Committee of the Board of Directors.
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of
the annual audit conducted by the Fund's independent auditors and the
evaluation by such auditors of the accounting procedures followed by the
Fund. The non-interested Directors have retained independent legal counsel to
assist them in connection with these duties. The Board of Directors does not
have a nominating committee.
During the period February 4, 1994 (commencement of operations) to
November 30, 1994, the Board of Directors held five meetings and the Audit
Committee held three meetings. All of the Directors then in office attended
at least 75% of the total number of meetings of the Board of Directors and
the total number of meetings held by all committees of the Board on which
he/she served during such period.
3
<PAGE>
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 Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund'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 SEC regulations to furnish the Fund with copies of all Forms 3, 4
and 5 they file.
Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its fiscal
period February 4, 1994 (commencement of operations) to November 30, 1994,
and written representations from certain reporting persons that they were not
required to file Form 5 with respect to the most recent fiscal period, the
Fund 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 Fund's investment adviser) have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal period.
Interested Persons. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the position he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.
Compensation of Directors and Officers. FAM, the Fund's investment
adviser, pays all compensation of all officers of the Fund and all Directors
of the Fund who are affiliated with ML&Co. or its subsidiaries. The Fund pays
each Director not affiliated with the investment adviser a fee of $2,000 per
year plus $500 per regular meeting attended, together with such Director's
actual out-of-pocket expenses relating to attendance at meetings. The Fund
also pays each member of its Audit Committee a fee of $500 per meeting
attended, together with such Director's out-of- pocket expenses relating to
attendance at meetings. These fees and expenses aggregated $24,100 for the
period February 4, 1994 (commencement of operations) to November 30, 1994.
The following table sets forth the estimated compensation to be paid by
the Fund to the non-affiliated Directors and, for the calendar year ended
December 31, 1994, the aggregate compensation paid by all investment
companies advised by FAM and its affiliate, MLAM ("FAM/MLAM Advised Funds")
to the non-affiliated Directors.
<TABLE>
<CAPTION>
Aggregate Pension or Retirement
Compensation Benefits Accrued as Total Compensation from Fund
Name of from Fund(3) Part and FAM/MLAM Advised
Director of Fund Expenses Funds Paid to Directors
<S> <C> <C> <C>
Donald Cecil (1) $6,000 None $ 236,350
Edward H. Meyer (1) $6,000 None $ 251,600
Charles C. Reilly (1) $6,000 None $ 276,900
Richard R. West (1) $6,000 None $ 300,900
Edward D. Zinbarg (1) $6,000 None $ 121,500(2)
</TABLE>
(1) In addition to the Fund, the Directors serve on the Boards of other
FAM/MLAM Advised Funds as follows: Mr. Cecil (35 funds), Mr. Meyer (35 funds),
Mr. Reilly (54 funds), Mr. West (54 funds) and Mr. Zinbarg (17 funds).
(2) Projected annual compensation. Mr. Zinbarg was elected to the Fund's Board
of Directors effective October 25, 1994.
(3) Estimated for the period December 1, 1994 to November 30, 1995 assuming
that the Board of Directors of the Fund and the Audit Committee each hold four
meetings during the year which are attended by all of the Directors.
4
<PAGE>
Officers of the Fund. The Board of Directors has elected nine officers of
the Fund. The following table sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
Officer
Name and Principal Occupation Office Age Since
<S> <C> <C> <C>
Arthur Zeikel .................................................. President 62 1994
President of FAM since 1977; President of MLAM since 1977;
President and Director of Princeton Services since 1993; Executive
Vice President of ML&Co. and Merrill Lynch since 1990 and a Senior
Vice President of Merrill Lynch from 1985 to 1990; Director of
MLFD.
Terry K. Glenn ................................................. Executive Vice 54 1994
Executive Vice President of FAM and MLAM since 1983; Executive President
Vice President and Director of Princeton Services since 1993;
President of MLFD since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.
N. John Hewitt ................................................. Senior Vice 60 1994
Senior Vice President of FAM and MLAM since 1976. President
Joseph T. Monagle ............................................... Senior Vice 46 1994
Senior Vice President of FAM and MLAM since 1990 and Vice President
President of MLAM from 1978 to 1990.
Paolo H. Valle ................................................. Vice President 37 1994
Vice President and Senior Portfolio Manager of FAM since 1992;
Vice President and Manager, Emerging Markets Trading, PNC Bank
prior thereto.
Vincent T. Lathbury ............................................. Vice President 54 1994
Vice President of MLAM since 1982; Portfolio Manager of FAM and
MLAM since 1982.
Donald C. Burke ................................................. Vice President 34 1994
Vice President and Director of Taxation of FAM and MLAM since
1990; employee of Deloitte & Touche llp from 1982 to 1990.
Gerald M. Richard................................................ Treasurer 46 1994
Senior Vice President and Treasurer of FAM and MLAM since 1984;
Senior Vice President and Treasurer of Princeton Services since
1993; Vice President of MLFD since 1981 and Treasurer since 1984.
Mark B. Goldfus ................................................ Secretary 48 1994
Vice President of FAM and MLAM since 1985.
</TABLE>
Stock Ownership. At May 10, 1995, the Directors and officers of the Fund
as a group (fourteen persons) owned an aggregate of less than 1% of the
common stock of the Fund outstanding at such date. At such date, Mr. Zeikel,
a Director and officer of the Fund, and the other officers of the Fund owned
an aggregate of less than 1% of the outstanding shares of common stock of
ML&Co.
5
<PAGE>
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte
& Touche llp ("D&T") to examine the financial statements of the Fund for the
current fiscal year. The Fund knows of no direct or indirect financial
interest of D&T in the Fund. Such appointment is subject to ratification or
rejection by the stockholders of the Fund. Unless a contrary specification is
made, the accompanying proxy will be voted in favor of ratifying the
selection of such auditors.
D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM
acts as investment adviser. The fees received by D&T from these other
entities are substantially greater, in the aggregate, than the total fees
received by it from the Fund. The Board of Directors of the Fund considered
the fact that D&T has been retained as the independent auditors for ML&Co.
and the other entities described above in its evaluation of the independence
of D&T with respect to the Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners
of the shares of the Fund. The Fund may also hire proxy solicitors at the
expense of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority
of the shares of the Fund entitled to vote at the Meeting, present in person
or by proxy), supplementary solicitation may be made by mail, telephone,
telegraph or personal interview by officers of the Fund. It is anticipated
that the cost of such supplementary solicitation, if any, will be nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" the Director nominees and "FOR" the ratification of D&T as
independent auditors for the Fund.
The proposal to elect the Fund's Board (Item 1) and the proposal to
ratify the selection of the Fund's independent auditors (Item 2) may be
approved at a meeting at which a quorum is duly constituted by the
affirmative vote of a majority of the votes cast by the Fund's stockholders,
voting in person or by proxy.
Broker-dealer firms, including Merrill Lynch, holding Fund shares in
"street name" for the benefit of their customers and clients, will request
the instructions of such customers and clients on how to vote their shares on
each Item before the Meeting. The Fund understands that, under the rules of
the New York Stock Exchange, such broker- dealer firms may, without
instructions from their customers and clients, grant authority to the proxies
designated to vote on the election of Directors (Item 1) and ratification of
the selection of independent auditors (Item 2) if no instructions have been
received prior to the date specified in the broker-dealer firm's request for
voting instructions. Accordingly, the Fund will include shares held of record
by broker-dealers as to which such authority has been granted in its
tabulation of the total number of votes present for purposes of determining
whether the necessary quorum of stockholders exists. Proxies which are
returned but which are marked "abstain" or on which a broker- dealer has
declined to vote on any proposal ("broker non-votes") will be counted as
present for the purpose of a quorum. Merrill Lynch has advised that it
intends to exercise discretion over shares held in its name for which no
6
<PAGE>
instructions are received by voting such shares in the same proportion as it
has voted shares for which it has received instructions. Abstentions and
broker non-votes will not be counted as votes cast and therefore will not
have an effect on the vote on either Item 1 or Item 2.
Address of Investment Adviser
The principal office of FAM is 800 Scudders Mill Road, Plainsboro, New
Jersey 08536.
Annual Report Delivery
The Fund will furnish, without charge, a copy of its annual report for
the fiscal year ended November 30, 1994, to any stockholder upon request.
Such requests should be directed to Worldwide DollarVest Fund, Inc., P.O. Box
9011, Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus or to
1-800-456-4587 ext. 123.
Stockholder Proposals
If a stockholder intends to present a proposal at the 1996 Annual Meeting
of Stockholders of the Fund which is anticipated to be held in June 1996 and
desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by January 24, 1996.
By Order of the Board of Directors
Mark B. Goldfus
Secretary
Dated: May 22, 1995
7
<PAGE>
WORLDWIDE DOLLARVEST FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus 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 Worldwide DollarVest Fund, Inc.
(the "Fund") held of record by the undersigned on May 10, 1995 at the annual
meeting of stockholders of the Fund to be held on June 23, 1995 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.
(Continued and to be signed on the reverse side)
Please mark boxes [] or [] in blue or black ink.
1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary below) []
WITHHOLD AUTHORITY
to vote for all nominees listed below []
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
Donald Cecil, Edward H. Meyer, Charles C. Reilly, Richard R. West, Arthur
Zeikel and Edward D. Zinbarg
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
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.
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.
Dated: , 1995
X
Signature
X
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
