<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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:
<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
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
</TABLE>
THE NEW SOUTH AFRICA 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> 2
THE NEW SOUTH AFRICA FUND INC.
101 CARNEGIE CENTER
PRINCETON, N.J. 08540
---------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The New
South Africa Fund Inc. (the "Fund") will be held at 2:00 p.m., on Thursday, May
14, 1998 at the offices of Bear Stearns Funds Management Inc., 245 Park Avenue,
New York, New York 10167, U.S.A., for the following purposes:
(1) To elect one director ("Proposal No. 1");
(2) To act upon a proposal to ratify the selection of Price Waterhouse
LLP as Independent Public Accountants for the Fund for the fiscal year
ending February 28, 1999 ("Proposal No. 2"); and
(3) To transact such other business as may properly come before the
meeting.
Stockholders of record at the close of business on April 6, 1998 will be
entitled to vote at the Meeting. The Fund's annual report to stockholders for
the last fiscal year is being mailed to all such stockholders with this notice
and proxy statement.
By order of the Board of Directors,
LINDA E. FIELD
Secretary
April 8, 1998
IF YOU DO NOT EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE
AND SIGN THE ENCLOSED FORM OF PROXY AND MAIL IT IN THE ENCLOSED RETURN ENVELOPE.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
<PAGE> 3
THE NEW SOUTH AFRICA FUND INC.
101 CARNEGIE CENTER
PRINCETON, N.J. 08540
---------------------
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
---------------------
This Proxy Statement is furnished to the stockholders of THE NEW SOUTH
AFRICA FUND INC. (the "Fund") in connection with the solicitation by the Board
of Directors of the Fund of proxies to be used at an Annual Meeting of
Stockholders (the "Meeting") of the Fund to be held at the offices of the Fund's
administrator, Bear Stearns Funds Management Inc., 245 Park Avenue, New York,
New York 10167, U.S.A., on Thursday, May 14, 1998 at 2:00 p.m. for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders.
Stockholders of record at the close of business on April 6, 1998 will be
entitled to vote at the Meeting. If a proxy is executed and returned, the shares
represented thereby will be voted at the Meeting. On that date, the Fund had
outstanding and entitled to vote at the Meeting 4,496,521 shares, each entitled
to one vote. The presence, in person or proxy, of Stockholders entitled to cast
at least a majority of the votes which all Stockholders are entitled to cast
will constitute a quorum. The affirmative vote of Stockholders representing a
majority of the votes cast is required for Proposal No. 1. Abstentions will be
treated as votes against an item. "Non-votes" will have no effect on the vote. A
"non-vote" occurs when a nominee holding shares for a beneficial owner votes on
certain matters under discretionary authority or instructions from the
beneficial owner but does not vote on other matters for which the nominee had
not received instructions and may not exercise discretionary authority.
Any stockholder giving a proxy will have the power to revoke it by notice
in writing received by the Secretary of the Fund, c/o The New South Africa Fund
Inc., 101 Carnegie Center, Princeton, N.J. 08540, U.S.A., prior to the exercise
of such proxy at the Meeting. Also, any stockholder attending the Meeting may
vote in person whether or not he or she has previously filed an executed proxy.
Each proxy will be voted in accordance with the directions given thereon by the
stockholder. If no specific directions to the contrary are given, a proxy will
be voted for the election of one Director, and in favor of Proposal No. 2.
Other than as set forth in the table below and notes thereto, no person, to
the knowledge of the Fund, owned 5% or more of the outstanding shares of the
Fund. Each share or fractional share outstanding on the record date will be
entitled to one vote or fractional vote at the meeting.
<PAGE> 4
As of April 6, 1998, the following persons were known to the Fund to be
beneficial owners of more than 5% of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE PERCENT
TITLE OF CLASS BENEFICIAL OWNER OF BENEFICIAL OWNERSHIP OF CLASS(1)
- ---------------------------------------- ------------------------ ----------------------- -----------
<S> <C> <C> <C>
Common Stock, par value $0.001 per share President and Fellows of
Harvard College(2) 401,300(2) 8.9(2)
City of London
Investment Group PLC(3) 1,463,610(3) 32.5(3)
</TABLE>
- ---------------
(1) Based upon 4,496,521 shares of common stock of the Fund outstanding as of
April 6, 1998.
(2) Information regarding beneficial ownership of shares of common stock of the
Fund by the President and Fellows of Harvard College ("Harvard") is based
solely upon information in Harvard's report on Schedule 13G-A understood to
have been filed with the U.S. Securities and Exchange Commission (the "SEC")
on February 13, 1998.
(3) The Fund has been advised that beneficial ownership of shares reported by
City of London Investment Group PLC ("CLIG")(formerly Olliff & Partners PLC)
includes beneficial ownership of shares held by entities that are directly or
indirectly controlled by CLIG. These entities include two investment managers,
City of London Investment Management Company Ltd ("CLIM") and City of London
Unit Trust Managers Ltd ("CLUTM"), which have reported beneficial ownership of
886,690 (19.7%) and 279,460 (6.2%), respectively, and a collective investment
vehicle, Emerging Market Country Trust ("EMCT"), which has reported beneficial
ownership of 297,460 (6.6%). The Fund has been advised that CLUTM acts as
investment manager of EMCT. Information regarding beneficial ownership of
shares of common stock of the Fund for CLIG, CLIM, CLUTM, and EMCT is based
solely upon information in these entities' reports on Schedule 13G understood
to have been filed with the SEC on February 11, 1998.
The cost of soliciting proxies for the Meeting, consisting primarily of
printing and mailing expenses, will be paid by the Fund. This solicitation is
being made by the use of the mails, but may also be made by telephone, telegraph
and personal interview. The Fund has retained the services of MacKenzie Partners
Inc. for the solicitation of proxies. Approximately 12 persons in the employ of
MacKenzie Partners Inc. will be involved in the solicitation of proxies from
shareholders of the Fund. The Fund will pay such firm a fee of approximately
$3,500 and will reimburse it for its reasonable expenses. Proxies should be
returned in the enclosed envelope. This Proxy Statement and accompanying form of
proxy are first being sent to stockholders on or about April 14, 1998.
The Fund's investment adviser is Fleming International Asset Management
Limited ("FIAM" or the "Investment Adviser"), 25 Copthall Avenue, London EC2R
7DR, United Kingdom.
COPIES OF THE FUND'S MOST RECENT ANNUAL REPORT MAY BE OBTAINED WITHOUT
CHARGE BY CALLING 1-800-852-4750, OR BY WRITING TO THE FUND'S TRANSFER AGENT,
C/O PNC BANK, N. A., 400 BELLEVUE PARKWAY, WILMINGTON, DELAWARE 19809.
2
<PAGE> 5
ELECTION OF DIRECTORS
PROPOSAL NO. 1
At the Meeting, one "Class I Director" of the Fund is to be elected for a
period of three years and until his successor has been elected and qualified. It
is the intention of the person named in the enclosed form of proxy to vote the
shares represented thereby for the election of the following nominee as a
Director of the Fund. The nominee is currently the sole "Class I Director" of
the Fund and his term will expire on the date of the Fund's 1998 annual meeting
of shareholders.
Set forth below is the nominee for election to the Fund's Board of
Directors, together with certain other information.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
POSITION WITH PRINCIPAL OCCUPATION OWNED AT
NAME AGE THE FUND AND OTHER AFFILIATIONS APRIL 6, 1998 CLASS
---- --- ---------------------- ---------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Arnold Witkin(1) 53 Director Chairman, Gensec/NSA 0 I
Equity Fund (an
unlisted private
equity fund) since
January 1998.
Previously Chairman,
NSA Investment
Limited, (a
Johannesburg Stock
Exchange-listed
investment trust)
since 1994.
</TABLE>
3
<PAGE> 6
'Class II Directors' terms will expire in 1999 and 'Class III Directors'
terms will expire in 2000. The following Directors and officers of the Fund will
continue to serve in such capacity until their terms of office expire and their
successors are duly elected and qualified.
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
POSITION WITH PRINCIPAL OCCUPATION OWNED AT
NAME AGE THE FUND AND OTHER AFFILIATIONS APRIL 6, 1998 CLASS
---- --- ---------------------- ---------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Iain O.S. Saunders* 50 President and Deputy Chairman, 0 III
Treasurer of Robert Fleming Asset
the Fund, and Management (the
Chairman of the asset management
Board of division of Robert
Directors Fleming Holdings
Limited ("Robert
Fleming"), the
ultimate corporate
parent of FIAM)
since May 1994.
Chairman, Fleming
Investment
Management Limited
from January 1990
through May 1994.
Mr. Saunders has
held a variety of
positions within
Robert Fleming since
1971 and is an
officer of FIAM.
Anton Dirk Botha(1) 44 Director Chief Executive, 0 II
Genbel Securities
Limited (a trader;
investor and
underwriter of South
African securities)
since 1988.
Arthur Levy* 55 Director Vice Chairman and 5,000 III
Director, Robert
Fleming Inc., an
affiliate of FIAM,
and Director of
Robert Fleming
Holdings Limited.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
POSITION WITH PRINCIPAL OCCUPATION OWNED AT
NAME AGE THE FUND AND OTHER AFFILIATIONS APRIL 6, 1998 CLASS
---- --- ---------------------- ---------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Dr. Nthato H. Motlana 73 Director Medical doctor, civic 0 II
leader and chairman
and board member of
numerous
corporations and
charitable
institutions.
Arnold Witkin(1) 53 Director Chairman, Gensec/NSA 0 I
Equity Fund (an
unlisted private
equity fund) since
January 1998.
Previously Chairman,
NSA Investment
Limited, (a
Johannesburg Stock
Exchange-listed
investment trust)
since 1994.
Ann Cranmer 51 Vice President Director, Fleming 0 NA
Investment
Management Limited
since 1988 and
Director, Robert
Fleming Management
Services. Presently
head of Investment
Administration
Services Department
of Robert Fleming
Management Services.
Raymond Goldblatt 38 Vice President Chief Executive 0 NA
Officer, Fleming
Martin Asset
Management Limited
since 1997.
Previously Senior
Portfolio Manager at
Investec Asset
Management, South
Africa.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
SHARES OF
COMMON
STOCK
POSITION WITH PRINCIPAL OCCUPATION OWNED AT
NAME AGE THE FUND AND OTHER AFFILIATIONS APRIL 6, 1998 CLASS
---- --- ---------------------- ---------------------- -------------- -----
<S> <C> <C> <C> <C> <C>
Linda E. Field 36 Secretary Manager, Fleming 0 NA
Investment Trust
Management Limited
since 1993.
</TABLE>
- ---------------
* Interested person of the Fund as defined in the Investment Company Act of
1940 because he is an officer of the Fund's Investment Adviser or of an
affiliate thereof.
(1) Member, Audit Committee. The Committee reviews and reports to the Board with
respect to the scope and results of the examination of the financial
statements of the Fund by the independent accountants and related matters.
The directors and officers of the Fund as a group owned less than 1% of the
shares outstanding as of April 6, 1998. Each director and officer has served as
such since the Fund commenced operations on March 11, 1994, except Ms. Cranmer,
who has served since May 1994, and Ms. Field and Mr. Goldblatt, who have both
served since June 1997.
The Fund pays each of its Directors who is not an interested person (as
defined in the Investment Company Act of 1940 (the "1940 Act")) of the
Investment Adviser an annual retainer of $10,000, plus $500 for each Board
meeting attended in person. See COMPENSATION TABLE below. The Fund reimburses
such Directors for their out-of-pocket expenses incurred in connection with
attendance of Board meetings. The total of such expenses accrued during fiscal
1998 was $1,530. For the period March 1, 1997 to February 28, 1998, there were
five meetings of the Fund's Board of Directors.
COMPENSATION TABLE+
<TABLE>
<CAPTION>
PENSION OR TOTAL
RETIREMENT COMPENSATION
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL FROM FUND AND
COMPENSATION AS PART OF FUND BENEFITS UPON FUND COMPLEX
NAME OF PERSON FROM FUND EXPENSES RETIREMENT PAID TO DIRECTORS
-------------- ------------ ---------------- ---------------- ------------------
<S> <C> <C> <C> <C>
Anton Dirk Botha $12,500 0 0 $12,500
Dr. Nthato H. Motlana 12,000 0 0 12,000
Arnold Witkin 12,000 0 0 12,000
</TABLE>
- ---------------
+ No compensation was paid by the Fund to Directors who were interested persons
of the Fund (as defined under the 1940 Act).
The Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
accountants and reviews with the independent accountants the plan and results of
the audit engagement and matters having a material effect upon the Fund's
financial operations. The members of the Audit Committee during the last fiscal
year were Messrs. Botha and Witkin. The Audit Committee met twice during the
Fund's last fiscal year. The Board of Directors does not have a nominating
committee.
6
<PAGE> 9
SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
PROPOSAL NO. 2
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected Price Waterhouse LLP ("Price Waterhouse") as
independent public accountants for the Fund for the Fund's fiscal year ending
February 28, 1999. The ratification of the selection of independent public
accountants is to be voted upon at the meeting and the persons named in the
accompanying proxy intend to vote for Price Waterhouse. A representative of
Price Waterhouse is expected to attend the meeting. At the meeting, such
representative of Price Waterhouse will be given the opportunity to make a
statement if he or she so desires. Such representative of Price Waterhouse is
also expected to be available to respond to appropriate questions.
The Board of Directors' policy regarding engaging independent public
accountants' service is that Management may engage the Fund's independent
accountants to perform any service(s) normally provided by independent public
accounting firms, provided that such service(s) meets any and all of the
independence requirements of the American Institute of Certified Public
Accountants and the U.S. Securities and Exchange Commission. The Audit Committee
will review and approve services provided by the independent accountants prior
to their being rendered. The Board of Directors also receives a report from the
Audit Committee relating to all services after they have been performed by the
Fund's independent accountants.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
STOCKHOLDER PROPOSALS
Stockholders may be asked to consider and take action on proposals
submitted by stockholders who are not members of management or the Board of
Directors. Proposals by stockholders may be included in the Proxy Statement if
the proposals are proper subjects for inclusion, are submitted to the Fund on a
timely basis, and otherwise comply with Rule 14a-8 under Section 14(a) of the
Securities Exchange Act of 1934 and the laws of the State of Maryland. Each
proposal submitted should include the full and correct registered name and
address of the stockholder(s) making the proposal, the number of shares owned
and the dates of acquisition thereof. If beneficial ownership is claimed, proof
thereof should be submitted with the proposal. In addition, proponents should
appear personally or by proxy at the Annual Meeting to present the proposal for
action. In order for such proposals to be included for the Annual Meeting of
Stockholders to be held in 1999, they must be received by the Fund on or before
January 8, 1999.
OTHER MATTERS
Management does not know of any matters to be presented at the Meeting
other than those stated above. If any other business should come before the
Meeting, the persons named in the Proxies intend to vote thereon in accordance
with the views of the Fund's management.
By order of the Board of Directors
LINDA E. FIELD
Secretary
April 8, 1998
7
<PAGE> 10
APPENDIX A
PROXY THE NEW SOUTH AFRICA FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS of The New South Africa Fund Inc.
for use at the Annual Meeting of Stockholders to be held at 2:00 p.m. on
Thursday, May 14, 1998 at the offices of Bear Stearns Funds Management Inc., 245
Park Avenue, New York, New York 10167, U.S.A. The undersigned hereby appoints
Iain O.S. Saunders and Linda E. Field, in each case with full power of
substitution, as proxies of the undersigned to vote at the above-stated Meeting
and at all adjournments thereof, all shares of the Fund held of record by the
undersigned on the record date for the Meeting upon the following matters, and
upon any other matter which may properly come before the Meeting or any
adjournment thereof, in their discretion.
EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED HEREIN
AND, IN THE ABSENCE OF SPECIFICATION, WILL BE TREATED AS GRANTING AUTHORITY TO
VOTE IN THE ELECTION OF ONE DIRECTOR AND FOR PROPOSAL 2.
<TABLE>
<S> <C> <C>
1. ELECTION OF DIRECTORS
Nominee: Arnold Witkin
[ ] FOR [ ] WITHHELD
</TABLE>
2. Proposal to ratify the selection of Price Waterhouse LLP as the Fund's
Independent Public Accountants for the fiscal year ended February 28, 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. In his discretion, the proxy is authorized to vote upon such other business
as may properly come before the Meeting or any adjournment thereof.
(Continued and to be signed on the reverse side)
(Continued from other side)
Receipt of Notice of Meeting and Proxy Statement is hereby acknowledged.
Dated: , 1998
---------------------
---------------------------------
(Signature)
---------------------------------
(Signature)
Please sign exactly as name
appears. When shares are held by
joint tenants, both should sign.
When signing as attorney,
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.
PLEASE SIGN, DATE AND RETURN PROMPTLY
