<PAGE>
1940 Act File No. 811-8216
- --------------------------------------------------------------------------------
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
- --------------------------------------------------------------------------------
FORM N-2
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 /X/
Amendment No. 1
- --------------------------------------------------------------------------------
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
(Exact Name of Registrant as Specified in Charter)
Four Embarcadero Center
San Francisco, California 94111-4189
(Address of Principal Executive Offices)
(415) 954-5400
(Registrant's Telephone Number, Including Area Code)
- --------------------------------------------------------------------------------
Robert J. Goldstein
RCM Strategic Global Government Fund, Inc.
Four Embarcadero Center
San Francisco, California 94111-4189
(Name and Address of Agent for Service)
<PAGE>
PART C
ITEM 23. EXHIBITS
New Section 15 of Article II of the Registrant's Bylaws and Section 1 and
2, as supplemented and amended, respectively, of Article II of Registrant's
Bylaws, each as adopted on December 8, 1998, by the Registrant's Board of
Directors, are filed herewith as Exhibit 2.b.
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
Registrant has duly caused this amendment to its registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of San Francisco, California on the 30th day of March, 1999.
RCM Strategic Global Government Fund, Inc.
By: /s/Judith W. O'Connell
----------------------
Secretary and Treasurer
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.b. Supplemented and Amended portions
of Section 1 and 2, respectively,
and a New Section 15 of Article II
of the Registrant's Bylaws
<PAGE>
RCM STRATEGIC GLOBAL GOVERNMENT FUND, INC.
Regular Meeting of Directors
December 8, 1998
BY-LAW AMENDMENTS
RESOLVED: That the Fund's By-laws are hereby amended as follows:
1. The following sentence is added at the end of Article II, Section 1:
"Any business of the Corporation may be transacted at the annual meeting
without being specifically designated in the notice, except as otherwise
provided by statute, by the Articles of Incorporation or by these By-laws."
2. That the final sentence in Article II, Section 2 be amended to provide
as follows:
"No business shall be transacted at any special meeting except as provided
in the notice of meeting or as otherwise provided in Section 15 of these
By-laws."
3. That the following Section 15 shall be added to Article II of the
By-laws:
Section 15. Advance Notice of Stockholder Nominees for Director and
Other Stockholder Proposals.
(a) The matters to be considered and brought before any annual or special
meeting of stockholders of the Corporation shall be limited to only such
matters, including the nomination and election of directors, as shall be brought
properly before such meeting in compliance with the procedures set forth in this
Section 15.
(b) For any matter to be properly before any annual meeting of
stockholders, the matter must be (i) specified in the notice of annual meeting
given by or at the direction of the Board of Directors, (ii) otherwise brought
before the annual meeting by or at the direction of the Board of Directors or
(iii) brought before the annual meeting in the manner specified in this Section
15(b) by a stockholder of record or a stockholder (a "Nominee Holder") that
holds voting securities entitled to vote at meetings of stockholders through a
nominee or "street name" holder of record and that can demonstrate to the
Corporation such indirect ownership and such Nominee Holder's entitlement to
vote such securities.
<PAGE>
In addition to any other requirements under applicable law and the Articles
of Incorporation and By-laws of the Corporation, persons nominated by
stockholders for election as directors of the Corporation and any other
proposals by stockholders may be properly brought before a stockholder meeting
only pursuant to timely notice (the "Stockholder Notice") in writing to the
Secretary of the Corporation. To be timely, the Stockholder Notice must be
delivered to or mailed and received at the principal executive offices of the
Corporation not less than 45 nor more than 60 days prior to the date the
Corporation first mailed its proxy materials for the prior year's annual
meeting; provided however, if and only if the annual meeting is not scheduled to
be held within a period that commences 30 days before the first anniversary date
of the annual meeting for the preceding year and ends 30 days after such
anniversary date (an annual meeting date outside such period being referred to
herein as an "Other Annual Meeting Date"), such Stockholder Notice shall be
given in the manner provided herein by the later of the close of business on (i)
the date 45 days prior to such Other Annual Meeting Date or (ii) the 10th
business day following the date such Other Annual Meeting Date is first publicly
announced or disclosed.
Any stockholder desiring to nominate any person or persons (as the case may
be) for election as a director or directors of the Corporation shall deliver, as
part of such Stockholder Notice: (i) a statement in writing setting forth (A)
the name of the person or persons to be nominated, (B) the number and class of
all shares of each class of stock of the Corporation owned of record and
beneficially by each such person, as reported to such stockholder by such
nominee(s), (C) the information regarding each such person required by
paragraphs (a), (e) and (f) of Item 401 of Regulation S-K or paragraph (b) of
Item 22 of Rule 14a-101 (Schedule 14A) under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), adopted by the Securities and Exchange
Commission (or the corresponding provisions of any regulation or rule
subsequently adopted by the Securities and Exchange Commission applicable to the
Corporation), (D) whether such stockholder believes any nominee will be an
"interested person" of the Corporation (as defined in the Investment Company Act
of 1940, as amended) and, if not an "interested person," information regarding
each nominee that will be sufficient for the Corporation to make such
determination, and (E) the number and class of all shares of each class of stock
of the Corporation owned of record and beneficially by such stockholder; (ii)
each nominated person's signed consent to serve as a director of the Corporation
if elected; (iii) such stockholder's name and address; and (iv) in the case of a
Nominee Holder, evidence establishing such Nominee Holder's indirect ownership
of, and entitlement to vote, securities at the meeting of stockholders.
Any stockholder who gives a Stockholder Notice of any matter proposed to be
brought before the meeting (not involving nominees for director) shall deliver,
as part of such Stockholder Notice, the text of the proposal to be presented, a
brief written statement of the reasons why such stockholder favors the proposal,
such stockholder's name and address, the number and class of all shares of each
class of stock of the Corporation owned of record and beneficially by such
stockholder, any material interest of such stockholder in the matter proposed
(other than as a stockholder) and, in the case of a Nominee Holder, evidence
-2-
<PAGE>
establishing such Nominee Holder's indirect ownership of, and entitlement to
vote, securities at the meeting of stockholders. As used in this Section 15,
shares "beneficially owned" shall mean all shares which such person is deemed to
beneficially own pursuant to Rules 13d-3 and 13d-5 under the Exchange Act.
Notwithstanding anything in this Section 15(b) to the contrary, in the
event that the number of directors to be elected to the Board of Directors of
the Corporation at a meeting of stockholders is increased and either all of the
nominees for director or the size of the increased Board of Directors are not
publicly announced or disclosed by the Corporation at least 70 days prior to the
first anniversary of the preceding year's annual meeting, a Stockholder Notice
shall also be considered timely hereunder, but only with respect to nominees for
any new positions created by such increase, if it shall be delivered to the
Secretary of the Corporation at the principal executive office of the
Corporation not later than the close of business on the 10th business day
following the first date all of such nominees or the size of the increased Board
of Directors shall have been publicly announced or disclosed.
(c) Only such matters shall be properly brought before a special meeting
of stockholders as shall have been brought before the meeting pursuant to the
Corporation's notice of meeting. In the event the Corporation calls a special
meeting of stockholders for the purpose of electing one or more directors to the
Board of Directors, any stockholder may nominate a person or persons (as the
case may be), for election to such position(s) as specified in the Corporation's
notice of meeting, if the Stockholder Notice to the Secretary of the Corporation
required by Section 15(b) hereof shall be delivered to or mailed and received by
the principal executive office of the Corporation not later than the close of
business on the 10th day following the day on which the date of the special
meeting and of the nominees proposed by the Board of Directors to be elected at
such meeting are publicly announced or disclosed.
(d) For purposes of this Section 15, a matter shall be deemed to have been
"publicly announced or disclosed" if such matter is disclosed in a press release
reported by the Dow Jones News Service, Associated Press or comparable national
news service or in a document publicly filed by the Corporation with the
Securities and Exchange Commission.
(e) In no event shall the adjournment of an annual meeting, or any
announcement thereof, commence a new period for the giving of notice as provided
in this Section 15.
(f) The person presiding at any meeting of stockholders, in addition to
making any other determinations that may be appropriate to the conduct of the
meeting, shall have the power and duty to determine whether notice of nominees
and other matters proposed to be brought before a meeting has been duly given in
the manner provided in this Section 15 and, if not so given, shall direct and
declare at the meeting that such nominees and other matters shall not be
considered.
-3-
