<PAGE>
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 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)
------------------------------------------------------------------------
(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>
WORLDWIDE DOLLARVEST FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1998 ANNUAL MEETING OF STOCKHOLDERS
JULY 9, 1998
------------------------
TO THE STOCKHOLDERS OF WORLDWIDE DOLLARVEST FUND, INC.:
Notice is hereby given that the 1998 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 July 9, 1998, at 10:00 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 13, 1998 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 25, 1998 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
LAWRENCE A. ROGERS
Secretary
Plainsboro, New Jersey
Dated: May 28, 1998
<PAGE>
PROXY STATEMENT
------------------------
WORLDWIDE DOLLARVEST FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1998 ANNUAL MEETING OF STOCKHOLDERS
JULY 9, 1998
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 1998 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 Thursday, July 9, 1998 at 10:00 A.M. The approximate mailing date of
this Proxy Statement is May 28, 1998.
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 13, 1998 as
the record date (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 the Record Date, 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 the Record Date, 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
PRINCIPAL OCCUPATION BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED ON THE
NAME AND ADDRESS AND PUBLIC DIRECTORSHIPS(1) AGE SINCE RECORD DATE
---------------- --------------------------- --- -------- ------------
<S> <C> <C> <C> <C>
Arthur Zeikel* ............................. Chairman of Fund Asset Management, L.P. 65 1994 0
P.O. Box 9011 ('FAM,' which term as used herein includes
Princeton, New Jersey 08543-9011 its corporate predecessors) since 1997;
Chairman of MLAM (which term as used
herein includes its corporate
predecessors) since 1997; President of FAM
and MLAM from 1977 to 1997; Chairman of
Princeton Services, Inc. ('Princeton
Services') since 1997 and Director thereof
since 1993; President of Princeton
Services from 1993 to 1997; Executive Vice
President of Merrill Lynch & Co., Inc.
('ML & Co.') since 1990.
Donald Cecil(2) ............................ Special Limited Partner of Cumberland 71 1994 0
1114 Avenue of the Americas Partners (investment partnership) since
New York, New York 10036 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. since 71 1994 0
777 Third Avenue 1968, Chief Executive Officer since 1970
New York, New York 10017 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.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATION BENEFICIALLY
DURING PAST FIVE YEARS DIRECTOR OWNED ON THE
NAME AND ADDRESS AND PUBLIC DIRECTORSHIPS(1) AGE SINCE RECORD DATE
---------------- --------------------------- --- -------- ------------
<S> <C> <C> <C> <C>
Charles C. Reilly(2) ....................... Self-employed financial consultant since 66 1994 10,000
9 Hampton Harbor Road 1990; President and Chief Investment
Hampton Bays, New York 11946 Officer of Verus Capital, Inc. from 1979
to 1990; former Senior Vice President of
Arnhold and S. Bleichroeder, Inc. from
1973 to 1990; Adjunct Professor, Columbia
University Graduate School of Business
from 1990 to 1991; Adjunct Professor,
Wharton School, University of Pennsylvania
from 1989 to 1990; Partner, Small Cities
Cable Television since 1986.
Richard R. West(2) ......................... Professor of Finance since 1984, Dean from 60 1994 0
Box 604 1984 to 1993 and currently Dean Emeritus
Genoa, Nevada 89411 of New York University Leonard N. Stern
School of Business Administration;
Director of Bowne & Co., Inc. (financial
printers), Vornado, Inc. (real estate
holding company), and Alexander's Inc.
(real estate company).
Edward D. Zinbarg(2) ....................... Executive Vice President of The Prudential 63 1994 0
5 Hardwell Road Insurance Company of America from 1988 to
Short Hills, New Jersey 07078-2117 1994; former Director of Prudential
Reinsurance Company and former Trustee of
the Prudential Foundation.
</TABLE>
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* 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, MLAM or their
affiliates 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 fiscal year ended November 30, 1997, the Board of Directors held
four meetings and the Audit Committee held four meetings. Each of the Directors
attended at least 75% of the aggregate 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 served during such period, except Mr. Meyer who attended
62.5%.
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 year
ended November 30, 1997, and written representations from certain reporting
persons that they were not required to file Form 5 with respect to the most
recent fiscal year, 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 year, except that Lawrence A. Rogers inadvertently
failed to make a timely Form 3 filing to report his appointment as an officer of
the Fund. A Form 3 was filed on behalf of Mr. Rogers on July 1, 1997.
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 Chairman 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 (each a 'non-affiliated
Director') 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,
which consists of all the non-affiliated Directors, 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 $28,884 for the
fiscal year ended November 30, 1997.
The following table sets forth for the fiscal year ended November 30, 1997
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ended December 31, 1997, the aggregate compensation paid by all
registered investment companies advised by FAM and its affiliate, MLAM
('FAM/MLAM Advised Funds') to the non-affiliated Directors.
<TABLE>
<CAPTION>
AGGREGATE COMPENSATION
PENSION OR RETIREMENT FROM FUND,
NAME OF COMPENSATION BENEFITS ACCRUED AS PART AND FAM/MLAM ADVISED
DIRECTOR FROM FUND OF FUND EXPENSES FUNDS PAID TO DIRECTORS
-------- ------------ ------------------------ -----------------------
<S> <C> <C> <C>
Donald Cecil(1) $6,000 None $280,350
Edward H. Meyer(1) $4,500 None $222,100
Charles C. Reilly(1) $6,000 None $313,000
Richard R. West(1) $6,000 None $299,000
Edward D. Zinbarg(1) $6,000 None $133,500
</TABLE>
- ------------------
(1) The Directors serve on the Boards of FAM/MLAM Advised Funds as follows: Mr.
Cecil (33 registered investment companies consisting of 33 portfolios), Mr.
Meyer (33 registered investment companies consisting of 33 portfolios), Mr.
Reilly (46 registered investment companies consisting of 59 portfolios), Mr.
West (47 registered investment companies consisting of 69 portfolios) and
Mr. Zinbarg (18 registered investment companies consisting of 18
portfolios).
4
<PAGE>
Officers of the Fund. The Board of Directors has elected eight 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 65 1994
Chairman of FAM since 1997; Chairman of MLAM since 1997; President of FAM and
MLAM from 1977 to 1997; Chairman of Princeton Services since 1997 and Director
thereof since 1993; President of Princeton Services from 1993 to 1997; and
Executive Vice President of ML & Co. since 1990.
Terry K. Glenn .................................................................. Executive Vice 57 1994
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of Merrill Lynch Funds
Distributor, Inc. ('MLFD') since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.
Joseph T. Monagle ............................................................... Senior Vice 49 1994
Senior Vice President of FAM and MLAM and Department Head of the Global Fixed President
Income Division since 1990; Vice President of MLAM from 1978 to 1990; Senior
Vice President of Princeton Services since 1993.
Paolo H. Valle .................................................................. Senior Vice 40 1994
First Vice President of MLAM since 1997; Vice President of MLAM from 1992 to President
1997; Portfolio Manager of FAM and MLAM since 1992.
Vincent T. Lathbury, III ........................................................ Vice President 57 1994
First Vice President of MLAM since 1997; Vice President of MLAM from 1982 to
1997; Portfolio Manager of FAM and MLAM since 1982.
Donald C. Burke ................................................................. Vice President 37 1994
First Vice President of MLAM since 1997; Vice President of MLAM from 1990 to
1997; Director of Taxation of MLAM since 1990.
Gerald M. Richard ............................................................... Treasurer 48 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 thereof since 1984.
Lawrence A. Rogers .............................................................. Secretary 51 1997
Director (Legal Advisory) of MLAM since 1997; Vice President of MLAM from 1996
to 1997; Partner of Shereff, Friedman, Hoffman and Goodman LLP from 1992
through 1996.
</TABLE>
Stock Ownership. On the Record Date, the Directors and officers of the
Fund as a group (13 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, Pierce, Fenner & Smith
Incorporated ('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 to the Fund but which are marked
'abstain' or on which a broker-dealer has declined
6
<PAGE>
to vote on any proposal ('broker non-votes') will be counted as present for the
purpose of a quorum. Merrill Lynch has advised the Fund that except as limited
by agreement or applicable law, it intends to vote shares held in its name for
which no instructions are received on Items 1 and 2 in the same proportion as
the votes received from beneficial owners of those shares for which instructions
have been received whether or not held in nominee name. 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, 1997, 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: Lawrence A. Rogers or to
1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
It is currently intended that the 1999 Annual Meeting of the Stockholders
of the Fund will be held in May, 1999. If a stockholder intends to present a
proposal at the 1999 Annual Meeting of Stockholders of the Fund 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 December 16, 1998.
By Order of the Board of Directors
LAWRENCE A. ROGERS
Secretary
Dated: May 28, 1998
7
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