1
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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
The Central European Value Fund, Inc.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (check the appropriate box):
x
No fee required.
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 is determined):
-----------
(4) Proposed maximum aggregate value of transaction:
-----------
(5) Total fee paid:
-----------
Fee paid previously with preliminary materials.
<PAGE>
2
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 CENTRAL EUROPEAN VALUE FUND, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
November 9, 1999
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The Central European Value Fund, Inc.
(the "Fund") will be held at 1345 Avenue of the Americas, New York, New York on
the 49th floor, on Friday, December 10, 1999, 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 PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending August 31, 2000
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on October 14, 1999 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,
Deborah Kaback
Secretary
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TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO INDICATE
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT AND RETURN IT
PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR 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. 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:
REGISTRATION
CORPORATE ACCOUNTS VALID SIGNATURE
(1) ABC Corp. ......................... ABC Corp. (by John Doe,
Treasurer)
(2) ABC Corp. ......................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ......... John Doe
(4) ABC Corp. Profit Sharing Plan ..... John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust ......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d/ 12/28/78 ................. Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ... John B. Smith
(2) John B. Smith ..................... John B. Smith, Jr., Executor
<PAGE>
THE CENTRAL EUROPEAN VALUE FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
--------------------
PROXY STATEMENT
--------------------
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of The Central European Value Fund, Inc. (the "Fund") of
proxies to be used at the Annual Meeting of Stockholders of the Fund (the
"Annual Meeting") to be held at 1345 Avenue of the Americas, New York, New York
on the 49th floor, on Friday, December 10, 1999 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 November 9, 1999. The Fund's Annual Report containing financial statements
for the fiscal year ended August 31, 1999 was mailed prior to October 31, 1999.
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
October 14, 1999 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Annual 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
5,878,047 shares of Common Stock outstanding.
THE FUND WILL FURNISH, WITHOUT CHARGE, COPIES OF THE FUND'S ANNUAL REPORT FOR
THE YEAR ENDED AUGUST 31, 1999 TO ANY STOCKHOLDER UPON REQUEST. REQUESTS SHOULD
BE DIRECTED TO SECRETARY, THE CENTRAL EUROPEAN VALUE FUND, INC., 1345 AVENUE OF
THE AMERICAS, NEW YORK, NEW YORK 10105, TELEPHONE 1-800-670-6722.
In the event that a quorum is not present at the Annual Meeting, the persons
named as proxies may propose one or more adjournments of the Annual 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 Annual 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. 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 Annual Meeting.
PIMCO Advisors L.P. ("PIMCO Advisors" or the "Investment Manager"), whose
principal business address is 800 Newport Center Drive, Newport Beach,
California 92660, is the Fund's investment
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<PAGE>
manager. Formerly, Value Advisors LLC, a subsidiary of PIMCO Advisors, had acted
as the Fund's investment manager. OpCap ("OpCap" or the "Investment Adviser"), a
subsidiary of PIMCO Advisors whose principal business address is 1345 Avenue of
the Americas, New York, New York, 10105, is the Fund's investment adviser.
On October 31, 1999, PIMCO Advisors Holdings L.P. ("PAH"), PIMCO Advisors and
Allianz AG, a German insurance company, announced that they had reached a
definitive agreement for Allianz AG to acquire majority ownership of PIMCO
Advisors, including all of the interest held by PAH (the "Allianz Transaction").
Consummation of the Allianz Transaction is subject to a number of conditions
customary to transactions of this kind, including (i) the approval of the public
unitholders of PAH; (ii) the receipt of certain regulatory approvals and (iii)
the consent of investment advisory clients of PIMCO Advisors accounting for at
least a specified percentage of its total assets under management to the
continuation of such advisory services following consummation of the Allianz
Transaction. The Allianz Transaction is expected to be consummated by the end of
the first quarter of 2000, although there is no assurance that the transaction
will be consummated. Consummation of the Allianz Transaction will be deemed an
assignment under the Investment Company Act of 1940, as amended, and
consequently will result in the automatic termination, as a matter of law, of
the Fund's current investment management agreement and administration agreement
with PIMCO Advisors and the Fund's current investment advisory agreement with
PIMCO Advisors and OpCap. It is anticipated that prior to the consummation of
the Allianz Transaction, the Board of Directors of the Fund will be asked to
approve a new management agreement and administration agreement with PIMCO
Advisors and a new investment advisory agreement with OpCap. If approved by the
Board of Directors, a proxy statement will be furnished to stockholders seeking
approval of the new management agreement and the new investment advisory
agreement.
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. Prior to October
12, 1999, the Fund's Board of Directors consisted of five directors, with two
Class I Directors, two Class II Directors and one Class III Director.
On October 12, 1999, the Board of Directors of the Fund increased its size
from five to seven and the Board of Directors of the Fund elected Ronald G. Olin
and Ralph W. Bradshaw as Class III Directors to hold office until the Annual
Meeting, or thereafter when their successors are elected and qualified. Messrs.
Olin and Bradshaw are associated with Deep Discount Advisors, Inc. and Ron Olin
Investment Management Company which collectively owned, as of September 15,
1999, approximately 39.4% of the Fund's outstanding shares. In connection with
becoming directors of the Fund, Messrs. Olin and Bradshaw have agreed not to
present any proposals, including a proposal seeking the termination of the
existing investment advisory arrangements among the Fund, PIMCO Advisors and
OpCap Advisors, at the Annual Meeting. Messrs. Olin and Bradshaw also reserved
the right to present nominees for Directors and vote their shares with respect
to the election of directors at the Annual Meeting as they see fit.
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<PAGE>
In November, 1999, by unanimous written consent, the Board of Directors
increased the number of directors from seven to eleven and nominated Gary A.
Bentz, William A. Clark, Andrew Strauss and Glenn W. Wilcox, Sr. for election as
directors of the Fund at the Annual Meeting. Messrs. Bentz and Wilcox were
nominated to serve as Class I Directors and Messrs. Clark and Strauss were
nominated to serve as Class II Directors. In connection with increasing the
number of directors and nominating the individuals named above, Mr. Olin, Deep
Discount Advisors, Inc. Ron Olin Investment Management Company, Gary Bentz,
Ralph Bradshaw and William Clark, independently and individually, have agreed
that for a period of one (1) year from November 3, 1999, they will not, directly
or indirectly, alone or in concert with others, present at any meeting of the
Board of Directors or stockholders of the Fund, any proposal to change or modify
the Fund's investment objective or any of its fundamental investment policies.
At the Annual Meeting, stockholders will be asked to re-elect four Class I
Directors, Leslie H. Gelb, Wendy W. Luers, Gary A. Bentz and Glenn W. Wilcox,
Sr., to hold office until the year 2002 Annual Meeting of Stockholders or
thereafter when their successors are elected and qualified; two Class II
Directors, William A. Clark and Andrew Strauss, to hold office until the year
2000 Annual Meeting of Stockholders or thereafter when their successors are
elected and qualified; and two Class III Directors, Ronald G. Olin and Ralph W.
Bradshaw to hold office until the year 2001 Annual Meeting of Stockholders, or
thereafter when their successors are elected and qualified. The term of office
of the other Class II Directors, Stephen Treadway and Luis Rubio, expires at the
year 2000 Annual Meeting of Stockholders, and the term of office of the Fund's
other Class III Director, Paul Belica, expires at the year 2001 Annual Meeting
of Stockholders, 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.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
listed below. Each nominee has indicated that he or she 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. Nominees Gelb and Luers have previously been elected to the
Board of Directors by stockholders.
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<PAGE>
The following table provides information concerning the nominees for election
as Directors:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED,
NOMINEES AND DIRECTLY OR
PRINCIPAL OCCUPATIONS INDIRECTLY, ON
DURING THE DIRECTOR OCTOBER 14,
PAST FIVE YEARS SINCE AGE 1999 (A)
- ------------------------------ -------- ---- -------------
<S> <C> <C> <C>
CLASS I DIRECTOR NOMINEES TO
SERVE UNTIL YEAR 2002 ANNUAL
MEETING OF STOCKHOLDERS
Leslie H. Gelb, MEMBER OF THE AUDIT 1994 62 100
COMMITTEE; President, The Council on
Foreign Relations (1993-Present);
Columnist (1991-1993), THE NEW
YORK TIMES.
Wendy W. Luers, MEMBER OF THE 1994 59 500
AUDIT COMMITTEE; Founder and
President, The Foundation for a Civil
Society, New York, Prague, Bratislava
(a non-profit foundation which sponsors
various organizations and programs in
the Czech and Slovak Republics);
Contributing Editor, VANITY
FAIR (1989-1995).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED,
NOMINEES AND DIRECTLY OR
PRINCIPAL OCCUPATIONS INDIRECTLY, ON
DURING THE DIRECTOR OCTOBER 14,
PAST FIVE YEARS SINCE AGE 1999 (A)
- ------------------------------- -------- ---- -------------
<S> <C> <C> <C>
Gary A. Bentz*, Chief Financial -- 43 4,800
Officer and Treasurer, Deep Discount
Advisors, Inc.; Director, Clemente Strategic
Value Fund (1998-Present); Director, The
Austria Fund (1999-Present).
Glenn W. Wilcox, Sr., Chairman of -- 67 -0-
the Board and Chief Executive Officer of
Wilcox Travel Agency; Director, Champion
Industries, Inc.; Chairman, the Board of
Blue Ridge Printing Co., Inc; Chairman,
Tower Associates, Inc.; Director, Asheville
Chamber of Commerce; Vice Chairman, the Board
of First Union National Bank; Trustee,
Appalachian State University; Trustee and
Director, Mars Hill College.
</TABLE>
- -----------
* May be deemed to be an "interested person" as defined in the Investment
Company Act of 1940, as amended (the "1940 Act"), because of his association
with Ronald G. Olin, Deep Discount Advisors, Inc., and Ron Olin Investment
Management Company.
5
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED,
NOMINEES AND DIRECTLY OR
PRINCIPAL OCCUPATIONS INDIRECTLY, ON
DURING THE DIRECTOR OCTOBER 14,
PAST FIVE YEARS SINCE AGE 1999 (A)
- ------------------------------- -------- ---- -------------
<S> <C> <C> <C>
CLASS II DIRECTOR NOMINEES TO
SERVE UNTIL YEAR 2000 ANNUAL
MEETING OF STOCKHOLDERS
William A. Clark*, Principal, Deep -- 54 2,600
Discount Advisors, Inc.; Director,
Clemente Strategic Value Fund (1999-
Present); Director, The Austria Fund
(1999-Present).
Andrew Strauss, Attorney and Senior -- 45 2,600
Member of Strauss & Associates, PA.;
Previous President of White Knight
Healthcare, Inc., and LMV Leasing,
Inc., subsidiary, Xerox Credit
Corporation.
</TABLE>
- -----------
* May be deemed to be an "interested person" as defined in the 1940 Act, because
of his association with Ronald G. Olin, Deep Discount Advisors, Inc., and Ron
Olin Investment Management Company.
6
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED,
NOMINEES AND DIRECTLY OR
PRINCIPAL OCCUPATIONS INDIRECTLY, ON
DURING THE DIRECTOR OCTOBER 14,
PAST FIVE YEARS SINCE AGE 1999 (A)
- ------------------------------- -------- ---- -------------
<S> <C> <C> <C>
CLASS III DIRECTOR NOMINEES TO
SERVE UNTIL YEAR 2001 ANNUAL
MEETING OF STOCKHOLDERS
Ronald G. Olin**, Chairman and 1999 54 3,200
Chief Executive Officer, Deep
Discount Advisors, Inc., and General
Partner, Ron Olin Investment
Management Company; Chairman,
Clemente Strategic Value Fund (1998-
Present), Director, The Austria Fund
(1999-Present); Director, The
Portugal Fund (1999-Present).
Formerly, he was a Senior Manager at
International Business Machines,
supporting U.S. government software
contracts with N.A.S.A. and D.O.D.
Ralph W. Bradshaw*, Vice President 1999 48 800
and Secretary, Deep Discount
Advisors, Inc.; Director,
Clemente Strategic Value Fund (1999-
Present); Director, The Austria Fund
(1999-Present); Director, The Portugal
Fund (1999-Present).
</TABLE>
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* May be deemed to be an "interested person" as defined in the 1940 Act, because
of his association with Ronald G. Olin, Deep Discount Advisors, Inc., and
Ron Olin Investment Management Company.
** May be deemed to be an "interested person" as defined in the 1940 Act because
of his control of Deep Discount Advisors, Inc. and Ron Olin Investment
Management Company, which together hold in client accounts over which they have
voting and investment discretion 2,355,200 shares of the Fund as of October 14,
1999.
(A) Each director has sole voting and investment power with respect to the
listed shares.
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<PAGE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED,
DIRECTORS AND DIRECTLY OR
PRINCIPAL OCCUPATIONS INDIRECTLY, ON
DURING THE DIRECTOR OCTOBER 14,
PAST FIVE YEARS SINCE AGE 1999 (A)
- ------------------------------- -------- ---- -------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
Stephen Treadway***, CHAIRMAN; 1997 52 -0-
Executive Vice President of PIMCO
Advisors L.P. and Chairman and
President of PIMCO Funds
Distributors LLC and its predecessor
(May 1996-Present); Executive Vice
President of PIMCO Advisors L.P.
(November 1997-Present); formerly,
he was employed by Smith Barney Inc.
for more than 18 years, serving in
various senior officer positions.
Luis Rubio, MEMBER OF THE AUDIT 1994 44 1,000
COMMITTEE; President, Centro de
Investigacion Para el Desarrollo, A.C.
(Center of Research for Development a
not-for-profit and independent public
policy research organization) (1981-
Present). Frequent contributor of op-ed
pieces to the LOS ANGELES TIMES
and THE WALL STREET JOURNAL).
</TABLE>
*** "Interested person" as defined in the 1940 Act, because of his relationship
with PIMCO Advisors, the Fund's investment manager.
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<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
BENEFICIALLY
OWNED,
DIRECTORS AND DIRECTLY OR
PRINCIPAL OCCUPATIONS INDIRECTLY, ON
DURING THE DIRECTOR OCTOBER 14,
PAST FIVE YEARS SINCE AGE 1999 (A)
- ------------------------------- -------- ---- -------------
<S> <C> <C> <C>
DIRECTOR TO SERVE UNTIL YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
Paul Belica, CHAIRMAN OF THE AUDIT 1994 78 500
COMMITTEE; Director, Deck House, Inc.
(1976-Present); Director, Surety Loan
Funding Company, Inc. (1998-
Present); General Partner, Wynston
Partners, L.P. (1998-Present); Adviser,
Salomon Smith Barney (1988-Present).
</TABLE>
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(A) Each director has sole voting and investment power with respect to the
listed shares.
Mr. Treadway is a director of one other registered investment company advised
by both PIMCO Advisors and OpCap and of one other investment company advised by
PIMCO Advisors.
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<PAGE>
The following table sets forth the beneficial ownership of shares of the
Fund, at September 15, 1999, by each person known to the Fund to be deemed the
beneficial owner of more than 5% of the outstanding shares of the Fund:
<TABLE>
<CAPTION>
SHARES OF % OF FUND'S
COMMON STOCK OUTSTANDING
BENEFICIALLY SHARES BENEFICIALLY
OWNED, DIRECTLY OWNED, DIRECTLY
OR INDIRECTLY, OR INDIRECTLY,
NAME AND ADDRESS OF ON SEPTEMBER 15, ON SEPTEMBER 15,
BENEFICIAL OWNER 1999 (1) 1999 (1)
------------------- ----------------- ------------------
<S> <C> <C>
Deep Discount Advisors, Inc. 1,485,400 25.3%
One West Pack Square
Suite 777
Asheville, NC 28801
Ron Olin Investment Management Company 829,600 14.1%
One West Pack Square
Suite 777
Asheville, NC 28801
</TABLE>
- ----------
(1) Based solely upon information presented in Schedule 13D, dated September 15,
1999, filed jointly by Deep Discount Advisors, Inc. and Ron Olin Investment
Management Company. The Fund's understanding is that the aggregate beneficial
ownership of shares of the Fund by these entities as of October 14, 1999 was
2,355,200 shares, representing 40.1% of the Fund.
In addition, on October 14, 1999, Cede & Co., a nominee for participants in
the Depository Trust Company, held of record 5,790,731 shares of the Fund, equal
to approximately 98.5% 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 Mr.
Treadway, the current executive officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
----- ------ ---- -----
<S> <C> <C> <C>
Bernard H. Garil President 59 1997
Elisa A. Mazen Executive Vice President 38 1997
Newton B. Schott, Jr. Executive Vice President 55 1997
Lawrence K. Becker Treasurer 44 1999
Deborah Kaback Secretary 48 1997
Brian Shlissel Assistant Treasurer 34 1999
</TABLE>
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<PAGE>
Mr. Garil is President of OpCap and a Managing Director of Oppenheimer
Capital. Ms. Mazen is a Vice President of Oppenheimer Capital. Mr. Schott has
also served as Senior Vice President of PIMCO Advisors since November 1997. He
also currently serves as the Executive Vice President, Chief Administrative
Officer, Secretary, and General Counsel to PIMCO Funds Distributors LLC, and has
held such positions or other senior office positions in the company since May
1990. From November 1994 to December 1996, Mr. Schott served as Vice President,
Mutual Funds Division at PIMCO Advisors. Mr. Becker is a Vice President of
Oppenheimer Capital. Mr. Shlissel is a Vice President of Oppenheimer Capital.
Ms. Kaback is a Senior Vice President of Oppenheimer Capital.
The Fund's Audit Committee is composed of Messrs. Belica, Gelb and Rubio and
Ms. Luers. 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. This Committee met two times during the year ended
August 31, 1999. The Fund has no nominating or compensation committees.
During the fiscal year ended August 31, 1999, the Board of Directors met five
times. Each director attended at least 75% of the meetings of the Board or the
Committee of the Board for which he or she was eligible.
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 the Fund's investment advisers during its prior
fiscal year. The following table provides information concerning the approximate
compensation paid during the year ended August 31, 1999 to each director of the
Fund, as well as information concerning compensation paid to each director by
other investment companies advised by PIMCO Advisors. No remuneration was paid
to the directors by other investment companies advised by OpCap. No remuneration
was paid during the year ended August 31, 1999 to Mr. Treadway, who was a
director of the Fund during the period and an "interested person" of the Fund as
defined in the 1940 Act because of his relationship with PIMCO Advisors. Please
note that the Fund does not provide any pension or retirement benefits to
directors.
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<PAGE>
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
AGGREGATE COMPENSATION OTHER FUNDS ADVISED
NAME OF DIRECTOR FROM FUND BY PIMCO ADVISORS TOTAL COMPENSATION
---------------- ---------------------- ----------------------- ------------------
DIRECTORSHIPS (A) DIRECTORSHIPS (A)
<S> <C> <C> <C>
Paul Belica $7,800 -- $ 7,800(1)
Leslie H. Gelb $7,800 $29,750(4) $37,550(5)
Wendy W. Luers $7,800 -- $ 7,800(1)
Luis Rubio $7,800 -- $ 7,800(1)
Ronald G. Olin(B) -- -- --
Ralph W. Bradshaw(B) -- -- --
</TABLE>
- -----------
(A) The number in parentheses indicate the applicable number of investment
company directorships held by that director.
(B) Messrs. Olin and Bradshaw became Directors of the Fund on October 12, 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) 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, the Fund's investment
advisers 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 the Fund's
directors and officers, the Fund's investment advisers and their respective
directors and officers have complied with applicable filing requirements during
the fiscal year ended August 31, 1999.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMEND THAT THE
STOCKHOLDERS VOTE "FOR" THE ELECTION OF LESLIE H. GELB, WENDY W. LUERS, GARY A.
BENTZ, GLENN W. WILCOX, SR., WILLIAM A. CLARK, ANDREW STRAUSS, RONALD G. OLIN,
AND RALPH W. BRADSHAW AS DIRECTORS.
12
<PAGE>
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 be counted as shares present at the
Meeting for quorum purposes, but will not be considered votes cast, and do not
affect the plurality vote required for directors.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected PricewaterhouseCoopers LLP as
independent accountants of the Fund for the year ending August 31, 2000. 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 PricewaterhouseCoopers LLP that at August 31, 1999,
neither the firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of PricewaterhouseCoopers LLP
will be available by telephone at the Meeting to answer questions concerning the
Fund's financial statements and will have an opportunity to make a statement if
he or she 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 PricewaterhouseCoopers LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the votes cast by 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 this proposal, abstentions and broker non-votes will be counted
as shares present at the Meeting for quorum purposes, but will not be considered
votes cast for the foregoing purpose.
ADDITIONAL INFORMATION
PIMCO Advisors serves as the Fund's administrator. The address of PIMCO
Advisors is 800 Newport Center Drive, Newport Beach, California, 92660. PIMCO
Advisors subcontracts certain of its responsibilities to PFPC Inc. The address
of PFPC Inc. is 400 Bellevue Parkway, Wilmington, Delaware 19809.
13
<PAGE>
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Annual Meeting. However, as noted above, Messrs. Olin and
Bradshaw have reserved the right to present nominees for directors at the Annual
Meeting and vote their shares with respect to the election of directors at the
Annual Meeting as they see fit. If any other matter properly comes before the
Annual 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 2000, must be
received by the Fund (addressed to The Central European Value Fund, Inc., 1345
Avenue of the Americas, New York, New York 10105) for inclusion in the Fund's
proxy statement and proxy relating to that meeting no later than July 14, 2000.
Any stockholder who desires to bring a proposal at the Fund's 2000 Annual
Meeting of Stockholders without including such proposal in the Fund's proxy
statement must deliver written notice thereof to the Secretary of the Fund
(addressed to The Central European Value Fund, Inc., 1345 Avenue of the
Americas, New York, New York 10105) during the thirty-day period from September
11, 2000 to October 11, 2000.
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 PIMCO
Advisors and OpCap or their respective 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. The Fund has retained Corporate Investor
Communications, Inc., a proxy solicitation firm, to assist in the solicitation
of the proxy vote. The cost of its services is estimated at U.S. $4,000, plus
reimbursements of expenses.
CRFCM-PS-99
14
<PAGE>
THE CENTRAL EUROPEAN VALUE FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS -- DECEMBER 10, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Stephen Treadway, Bernard H.
Garil, and Newton B. Schott, Jr., and each of them, attorneys and
proxies for the undersigned, with full power of substitution and
revocation, to represent and vote on behalf of the undersigned at the
Annual Meeting of Stockholders of the Fund to be held at 1345 Avenue of
the Americas, New York, New York 10105 on Friday, December 10, 1999 at
10:00 a.m., and at any adjournments thereof, upon the matters set forth
in the Notice of Meeting and Proxy Statement dated November 9, 1999
and, in the discretion of persons named as proxies, upon all other
matters properly coming before said Meeting.
Please indicate your vote by an "X" in the appropriate box on the
reverse side. 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 PROPOSALS 1 AND 2 (INCLUDING THE NOMINEES FOR
DIRECTORS). Please refer to the Proxy Statement for a discussion of the
Proposals.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.
NOTE: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as an attorney,
executor, administrator, trustee, guardian or corporate officer, please
give your full title.
----------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
------------------------- --------------------------------
------------------------- --------------------------------
------------------------- --------------------------------
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(Continued, and to be signed and dated, on the reverse side)
<PAGE>
[X] PLEASE MARK VOTES AS IN
THIS EXAMPLE.
=====================================
THE CENTRAL EUROPEAN VALUE FUND, INC.
=====================================
Mark box at right if an address change or comment has been [_]
noted on the reverse side of this card.
Mark box at right if you plan to attend the annual meeting. [_]
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(INCLUDING ALL NOMINEES FOR DIRECTORS) AND 2.
1. Election of Directors.
FOR the nominees WITHHOLD AUTHORITY FOR ALL
listed below [_] to vote for the nominees. [_] EXCEPT [_]
Directors to serve until 2000 Annual Meeting: William A. Clark,
Andrew Strauss
Directors to serve until 2001 Annual Meeting: Ronald G. Olin,
Ralph W. Bradshaw
Directors to serve until 2002 Annual Meeting: Leslie H. Gelb,
Wendy W. Luers, Gary A. Bentz, Glenn W. Wilcox, Sr.
(INSTRUCTIONS: To withhold authority to vote for any individual nominee,
mark the "For All Except" box and strike a line through that nominee's name
in the list above, your shares will be voted for the remaining nominees.)
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending August 31, 2000.
FOR [_] AGAINST [_] ABSTAIN [_]
In the discretion of the persons named as proxies upon any other business that
may properly come before the meeting.
+-----------------------------+
Please be sure to sign and date this Proxy. | Date |
+------------------------------------------------|-----------------------------|
| | |
| | |
| Stockholder sign here Co-owner sign here | RECORD DATE SHARES: |
+------------------------------------------------+-----------------------------+
12
