SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant / /
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 Emerging Markets Floating Rate 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $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 (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>
THE EMERGING MARKETS FLOATING RATE FUND INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
May 1, 1996
To the Stockholders:
The Annual Meeting of Stockholders of The Emerging Markets Floating Rate
Fund Inc. (the 'Fund') will be held at Oppenheimer Tower, World Financial
Center, 200 Liberty Street, New York, New York on the 40th floor, on Thursday,
June 20, 1996, at 10:00 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 February 28, 1997
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on April 24, 1996 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,
Tana E. Tselepis
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
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. All 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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
---------------------------------------- ----------------------------
<S> <C>
CORPORATE ACCOUNTS
----------------------------------------
(1) ABC Corp. .......................... ABC Corp.
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
----------------------------------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------------------
(1) John B. Smith, Cust. ............... John B. Smith
f/b/o John B. Smith, Jr.
UGMA
(2) John B. Smith ...................... John B. Smith, Jr., Executor
</TABLE>
<PAGE>
THE EMERGING MARKETS FLOATING RATE FUND INC.
7 WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Emerging Markets Floating Rate Fund Inc. (the 'Fund')
of proxies to be used at the Annual Meeting of Stockholders of the Fund to be
held at Oppenheimer Tower, World Financial Center, 200 Liberty Street, New York,
New York on the 40th floor, on Thursday, June 20, 1996 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 May 1, 1996. 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 April 24, 1996 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
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 4,147,134 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 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
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 in
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 Meeting.
Advantage Advisers, Inc. ('Advantage'), whose principal business address is
Oppenheimer Tower, World Financial Center, 200 Liberty Street, New York, New
York 10281, is the Fund's investment manager.
Salomon Brothers Asset Management Inc ('SBAM'), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser.
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 Meeting,
stockholders will be asked to elect two Class I Directors to hold office until
the 1999 Annual Meeting of Stockholders, or thereafter when their respective
successors are elected and qualified. The terms of office of the Class II and
III Directors expire at the Annual Meetings of Stockholders in 1997 and 1998,
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.
<PAGE>
The persons named in the proxy intend to vote at the Annual Meeting (unless
directed not to vote) FOR the election of the nominees named below. All of the
nominees are currently members of the Board of Directors of the Fund. 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.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
FEBRUARY 29, 1996
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES (A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL 1999 ANNUAL
MEETING OF STOCKHOLDERS
Jeswald W. Salacuse, Member of Audit 1994 57 200
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law &
Diplomacy, Tufts University.
Riordan Roett, Member of Audit Committee; 1995 (B) 57 -0-
Professor and Director, Latin
American Studies Program, Paul H.
Nitze School of Advanced Interna-
tional Studies, Johns Hopkins
University.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
FEBRUARY 29, 1996
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES (A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1997 ANNUAL
MEETING OF STOCKHOLDERS
Leslie H. Gelb, Member of the Audit 1994 58 -0-
Committee; President, The Council on
Foreign Relations; formerly,
Columnist, Deputy Editorial Page
Editor and Editor, Op-Ed Page, The
New York Times.
Michael S. Hyland*, President; President 1994 50 1,000
and Director, Salomon Brothers Asset
Management Inc and Managing Director,
Salomon Brothers Inc; prior to which
he was Managing Director, First
Boston Asset Management Corp. and
Managing Director, First Boston
Corporation.
DIRECTORS SERVING UNTIL 1998 ANNUAL
MEETING OF STOCKHOLDERS
Alan H. Rappaport*, Chairman; Executive 1994 43 1,000
Vice President, Oppenheimer & Co.,
Inc.; Director and President,
Advantage Advisers, Inc.
Charles F. Barber, Member of Audit 1994 79 500
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
</TABLE>
(Footnotes on next page)
2
<PAGE>
(Footnotes from previous page)
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940, as
amended (the '1940 Act'), because of a relationship with Advantage, the Fund's
investment manager, or SBAM, the Fund's investment adviser.
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.
(B) Mr. Roett also served as a director of the Fund from February 1994
through June 1994.
Each of the nominees serves as a director of certain other U.S. registered
investment companies, as described below. Messrs. Rappaport, Gelb, Salacuse and
Roett are directors of three other investment companies advised by both
Advantage and SBAM. Mr. Rappaport is also a director of four other investment
companies advised by Advantage. Messrs. Salacuse and Gelb are also directors of
three other investment companies advised by Advantage. Messrs. Roett and
Salacuse are also directors of three other investment companies advised by SBAM.
Messrs. Hyland and Barber serve as directors of five other investment companies
advised by both Advantage and SBAM, and seven other investment companies advised
by SBAM. Mr. Barber also serves as a director of two other investment companies
advised by Advantage, and six other investment companies advised by investment
advisory affiliates of Smith Barney Inc., and as a trustee of Lehman Brothers
Institutional Funds Group Trust.
At February 29, 1996, 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 3,779,036,000
shares, equal to 91.24% of the outstanding shares of the Fund.
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 Messrs. Rappaport and Hyland, the present executive
officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- ------------------------ --------------------------- ---- -------
<S> <C> <C> <C>
Peter J. Wilby Executive Vice President 37 1994
Thomas K. Flanagan Executive Vice President 42 1994
Lawrence H. Kaplan Executive Vice President 39 1995
Alan M. Mandel Treasurer 38 1995
Tana E. Tselepis Secretary 60 1994
</TABLE>
Mr. Wilby has been an employee of SBAM and a director of Salomon Brothers
Inc ('SBI') since May 1989, and a Managing Director of SBI since 1995. Mr.
Flanagan has been an employee of SBAM and a Director of SBI since July 1991.
Prior to July 1991, he was a director of Merrill Lynch & Co. Mr. Kaplan has been
a Vice President and Chief Counsel of SBAM and a Vice President of SBI since May
1995. Prior to May 1995, he was Senior Vice President, Director and General
Counsel of Kidder Peabody Asset Management, Inc. and a Senior Vice President of
Kidder, Peabody & Co. Incorporated since November 1990. Mr. Mandel has been a
Vice President of SBAM since January 1, 1995. Prior to January 1995, he was
Chief Financial Officer of Hyperion Capital Management, Inc. (October
1991-December 1994) and Vice President of Mitchell Hutchins Asset
3
<PAGE>
Management, Inc. (1987-October 1991). Ms. Tselepis has been an employee of SBAM
and a Vice President and Senior Administrator of SBI since October 1989.
The Fund's Audit Committee is composed of Messrs. Barber, Gelb, Roett 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. The Fund has no nominating or compensation
committees.
During the fiscal year ended February 29, 1996, the Board of Directors met
seven times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible, with the
exception of Mr. Gelb.
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
investment companies advised by Advantage and/or SBAM. The following table
provides information concerning the compensation paid during the fiscal year
ended February 29, 1996 to each director of the Fund. Each of the directors
listed below are members of the Audit Committee of the Fund and audit and other
committees of certain other investment companies advised by Advantage and/or
SBAM, and, accordingly, the amounts provided in the table include compensation
for service on such committees. Please note that the Fund does not provide any
pension or retirement benefits to directors. In addition, no remuneration was
paid during the fiscal year ended February 29, 1996 by the Fund to Messrs.
Rappaport and Hyland who, as employees of Advantage and SBAM, respectively, are
interested persons as defined under the 1940 Act.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM OTHER FUNDS TOTAL COMPENSATION
AGGREGATE ADVISED BY SBAM ------------------
COMPENSATION ------------------
NAME OF DIRECTOR FROM FUND DIRECTORSHIPS(A)
- -------------------------- ------------ TOTAL COMPENSATION TOTAL COMPENSATION DIRECTORSHIPS(A)
FROM OTHER FUNDS FROM OTHER FUNDS
CO-ADVISED BY ADVISED BY ADVANTAGE
ADVANTAGE AND SBAM --------------------
------------------ DIRECTORSHIPS(A)
DIRECTORSHIPS(A)
<S> <C> <C> <C> <C> <C>
Charles F. Barber......... $7,800 $ 46,400(5) $ 16,700(2) $ 58,573(7) $129,473(15)
Leslie H. Gelb............ $7,200 $ 23,200(3) $ 21,900(3) $ 0 $ 52,300(7)
Jeswald W. Salacuse....... $$8,600 $ 28,100(3) $ 23,950(3) $ 12,650(3) $ 73,300(10)
Dr. Riordan Roett......... $4,700 $ 17,800(3) $ 729(1) $ 8,850(3) $ 32,079(8)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) 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 and SBAM and
their respective directors and officers to file reports of ownership and changes
in ownership 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 period ended February 29, 1996.
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.
4
<PAGE>
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 February 29, 1997. 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 February 29, 1996
neither that 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
at the Meeting to answer questions concerning the audit of the Fund's financial
statements and will have an opportunity to make a statement if he chooses to do
so.
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 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 to be votes
cast for the foregoing purpose.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
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 1997
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than January 2, 1997.
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 SBAM,
Advantage or their 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.
May 1, 1996
5
<PAGE>
THE EMERGING MARKETS FLOATING RATE FUND INC.
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Alan M. Mandel, Lawrence H. Kaplan and Tana
E. Tselepis, and each of them, attorneys and proxies for the undersigned, with
full power of substitution and revocation to represent the undersigned and to
vote on behalf of the undersigned all shares of The Emerging Markets Floating
Rate Fund Inc. (the "Fund") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Fund to be held at Oppenheimer Tower,
World Financial Center, 200 Liberty Street, New York, New York on the 40th
floor, on Thursday, June 20, 1996 at 10:00 a.m., and at any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting
and accompanying Proxy Statement and hereby instructs said attorneys and proxies
to vote said shares as indicated hereon. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting. A majority of the proxies present and acting at the Meeting in person
or by substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
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 the election
of the nominees as directors and FOR proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(CONTINUED ON REVERSE SIDE)
<PAGE>
A /x/ Please mark your votes as in this example.
1. ELECTION OF DIRECTORS:
FOR ALL Nominees
listed at right WITHHOLD
(except as marked Authority to vote for Nominees: Class I
to the contrary all nominees listed Jaswald W. Salacuse
below). at right Riordan Roett
/ / / /
(INSTRUCTION: To withhold the authority to vote for any individual nominee(s)
write the name of the nominee(s) on the line below.)
_____________________________________________________________________
2. The ratification of the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the fiscal year ending February 28, 1997.
FOR AGAINST ABSTAIN
/ / / / / /
3. Any other business that may properly come before the meeting.
4. I will be attending the meeting. / /
Please Complete, Sign and Date hereon and Mail in Accompanying Postpaid
Envelope.
SIGNATURE ________________ DATE _______ SIGNATURE ________________ DATE _______
IF HELD JOINTLY
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.
