<PAGE>
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
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
(Name of Registrant as Specified In Its Charter)
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[X] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[ ] $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 FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 Avenue of the Americas
New York, New York 10019
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JANUARY 17, 1996
TO THE STOCKHOLDERS:
The Annual Meeting of Stockholders of The Foreign & Colonial Emerging
Middle East Fund, Inc. (the "Fund") will be held at the offices of Simpson
Thacher & Bartlett, 425 Lexington Avenue, New York, New York on the 30th
floor, on Wednesday, February 21, 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 October 31, 1996
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on December 29, 1995 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,
Michael Gabriel
Secretary
IMPORTANT: TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE
YOU TO COMPLETE THE ENCLOSED PROXY CARD, 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:
REGISTRATION
CORPORATE ACCOUNTS VALID SIGNATURE
- ------------------- ---------------
(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
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
PROXY STATEMENT
This Proxy Statement is furnished in connection with a solicitation by the
Board of Directors of The Foreign & Colonial Emerging Middle East 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 the offices of Simpson Thacher
& Bartlett, 425 Lexington Avenue, New York, New York on the 30th floor, on
Wednesday, February 21, 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 January 17,
1996. The Fund's annual report containing financial statements for the fiscal
period ended October 31, 1995 may be obtained without charge by contacting
the Fund's Transfer Agent, Boston Financial Data Systems, P.O. Box 8209,
Boston, Massachusetts 02266-8209, toll free telephone number 800 426-5523.
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 December 29, 1995 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 2,807,169 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 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. 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 at least a majority of the outstanding
shares of Common Stock of the Fund entitled to vote at the Annual Meeting.
Foreign & Colonial Emerging Markets Limited ("FCEM"), whose principal
business address is Exchange House, Primrose Street, London, England EC2A
2NY, is the Fund's investment adviser. Mitchell Hutchins Asset Management
Inc., whose principal business address is 1285 Avenue of the Americas, New
York, New York 10019, is the Fund's administrator.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Fund's charter provides that, beginning with this initial Annual
Meeting, the Fund's Board of Directors shall be divided into three classes:
Class I, Class II and Class III. The initial terms of office of the classes
elected at this Annual Meeting shall expire at the Annual Meeting in the year
indicated or thereafter in each case when their respective successors are
elected and qualified: Class I, 1997; Class II, 1998; Class III, 1999. At
each subsequent annual election, directors chosen to succeed those whose
terms are expiring will be identified as being of that same class and will be
elected for a three-year term. 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
named below. All of the nominees are currently
<PAGE>
members of the Board of Directors of the Fund and have served as directors of
the Fund since commencement of investment operations on November 4, 1994.
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>
NOMINEES AND PRINCIPAL COMMON STOCK BENEFICIALLY
OCCUPATIONS DURING THE DIRECTOR OWNED, DIRECTLY OR INDIRECTLY,
PAST FIVE YEARS SINCE AGE ON DECEMBER 1, 1995 (A)
- -------------------------------------------------------------------------------------------------------
CLASS I NOMINEES TO SERVE
UNTIL THE 1997 ANNUAL
MEETING OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Albert Francke, III, 1994 51 --
Member of Audit Committee
Partner, Curtis, Mallet-Prevost, Colt & Mosle
(law firm) (1962-present)
- -------------------------------------------------------------------------------------------------------
Walter M. Noel, Jr., 1994 65 --
Member of Audit Committee
Principal, Walter Noel Associates (investment
management consultant) (1983-present);
Principal, Fairfield Greenwich Group (investment
fund manager) (1983-present); General Partner, Fred
Kolber & Company (broker/dealer) (1992-present)
- ---------------------------------------------------- ---------- ----- ------------------------------
<CAPTION>
CLASS II NOMINEES TO SERVE
UNTIL THE 1998 ANNUAL
MEETING OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Audley W. Twiston Davies*, 1994 45 --
Chairman of the Board and President
Managing Director, Foreign & Colonial Emerging Markets
Limited (1987-present)
- -------------------------------------------------------------------------------------------------------
David C. Patterson, 1994 47 --
Member of Audit Committee
Managing Director, Kaplan, Choate & Co. (investment
manager) (1989-present)
- -------------------------------------------------------------------------------------------------------
<CAPTION>
CLASS III NOMINEES TO SERVE
UNTIL THE 1999 ANNUAL
MEETING OF STOCKHOLDERS
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Bassam Aburdene, 1994 47 --
Member of Audit Committee
Corporate Finance Director, Capital Trust Ltd.
(investment manager and consultant) (1985-present);
Corporate Finance Director, C.T. Capital Trust N.V.
(investment manager and consultant) (1985-present)
- -------------------------------------------------------------------------------------------------------
Fred Arthur Rank Packard*, 1994 46 6,300
Chairman, Foreign & Colonial Emerging Markets Limited
(1993-present); London Representative, Garantia Banking
Ltd. (1985-present); Chairman, Antessa Investment
Management Ltd. (1990-1992)
- -------------------------------------------------------------------------------------------------------
</TABLE>
* "Interested person" as defined in the Investment Company Act of 1940 (the
"1940 Act") because of affiliation with FCEM, 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.
2
<PAGE>
At December 1, 1995, 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 the same date, except that Cede &
Co., a nominee for participants in the Depository Trust Company, held of
record 2,190,107 shares, equal to 78.0% of the outstanding shares of the Fund
and International Finance Corporation held of record 500,000 shares, equal to
17.8% of the outstanding shares of the Fund.
Mr. Packard, the Chairman of FCEM, has an indirect ownership interest in
FCEM through his partial ownership of Garantia Banking, which is a
shareholder of FCEM, and Mr. Twiston Davies, a Managing Director of FCEM,
owns ten percent of the outstanding shares of FCEM. No other Director has
been a shareholder of FCEM in the past five years.
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 of Directors
following the next annual meeting of stockholders and until their successors
are chosen and qualified. In addition to Mr. Twiston Davies, the present
executive officers of the Fund, each of whom have served since commencement
of investment operations, are:
<TABLE>
<CAPTION>
NAME AND PRINCIPAL COMMON STOCK BENEFICIALLY
OCCUPATIONS DURING THE OWNED, DIRECTLY OR INDIRECTLY,
PAST FIVE YEARS OFFICE AGE ON DECEMBER 1, 1995 (A)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Arnab Banerji, Executive Vice President 39 --
Chief Investment Officer, Foreign
& Colonial Emerging Markets
Limited (1993-present); Head of
Emerging Markets, Citibank
Global Asset Management
(1991-1993); Chief of Staff,
Citibank Global Asset
Management (1990-1991)
- ----------------------------------------------------------------------------------------------------
Scott Delman, Vice President 36 900
Fund Manager, Foreign &
Colonial Emerging Markets
Limited (1994-present); Head of
Emerging Markets Investment
Banking, Bank of America
(1992-1994); Assistant Director,
Company Assistance Limited
(1991-1992); Business
Development Officer -- Corporate
Finance, Prudential Securities
Incorporated (1987-1991)
- ----------------------------------------------------------------------------------------------------
Michael Gabriel, Treasurer and Secretary 51 --
Chief Financial Officer, Foreign &
Colonial Emerging Markets Limited
(1989-Present)
- ----------------------------------------------------------------------------------------------------
</TABLE>
(A) The holdings of no executive officer represented more than 1% of the
outstanding shares of the Fund. Each executive officer has sole voting and
investment power with respect to the listed shares.
Dr. Banerji and Messrs. Delman and Gabriel are also directors of FCEM.
The Fund's Audit Committee is composed of Messrs. Aburdene, Francke, Noel
and Patterson. The principal functions of the Audit Committee are to
recommend to the Board of Directors the appointment of the Fund's independent
accountants, to review with the independent accountants the scope and
anticipated cost
3
<PAGE>
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
did not meet during the period ended October 31, 1995 but met on December 12,
1995. The Fund has no nominating or compensation committees.
During the fiscal period ended October 31, 1995, the Board of Directors
met three times. Each director attended at least 75% of the meetings of the
Board for which he was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the annual meeting of stockholders
information regarding compensation paid to directors by the Fund as well as
by any other U.S. registered investment company advised by FCEM. The
following table provides information concerning the compensation paid by the
Fund during the fiscal period ended October 31, 1995 to each nominee for
election as a director of the Fund. None of the nominees serve as directors
of any other U.S. registered investment company advised by FCEM. 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
October 31, 1995 by the Fund to Messrs. Twiston Davies and Packard, who, as
employees of FCEM, are interested persons under the 1940 Act (although they
are, along with the other directors of the Fund, reimbursed for travel and
out-of-pocket expenses incurred in connection with their attendance at
meetings of the Fund's Board of Directors).
NAME OF NOMINEE COMPENSATION FROM FUND
- ------------------- ----------------------
Bassam Aburdene $5,850
Albert Francke, III $5,850
Walter M. Noel, Jr. $5,850
David C. Patterson $5,850
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 beneficially own more than ten percent of the Fund's Common
Stock, FCEM, and affiliated persons of FCEM under the 1940 Act to file
reports of ownership and changes in ownership with the Securities and
Exchange Commission and the New York Stock Exchange. The Fund believes that
all relevant persons have complied with applicable filing requirements during
the fiscal period ended October 31, 1995.
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.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountant to the Fund for the year ending October 31, 1996. 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 October 31, 1995
neither the 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 present at the Annual Meeting to answer questions concerning the audit of
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
THE INDEPENDENT ACCOUNTANTS.
4
<PAGE>
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 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 not be
considered 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 Annual Meeting. If other matters properly come 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
1997 must be received by the Fund for inclusion in the Fund's proxy statement
and proxy relating to that meeting no later than September 19, 1996.
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 FCEM
or its 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. Shareholder Communications Corp. has been
retained to assist in the solicitation of proxies at a fee to be paid by the
Fund and estimated at $3,500, plus disbursements.
January 17, 1996
5
<PAGE>
THE FOREIGN & COLONIAL EMERGING MIDDLE EAST FUND, INC.
1285 AVENUE OF THE AMERICAS
NEW YORK, N.Y. 10019
ANNUAL MEETING OF STOCKHOLDERS -- February 21, 1996
This Proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Audley W. Twiston Davies, Fred Arthur Rank
Packard and Michael Gabriel, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation to represent the
undersigned at the Annual Meeting of Stockholders of The Foreign & Colonial
Emerging Middle East Fund, Inc. to be held at 425 Lexington Avenue, New York,
New York on Wednesday, February 21, 1996, at 10:00 a.m., and at any
adjournments thereof, upon the matters set forth in the Notice of Meeting and
Proxy Statement dated January 17, 1996 and 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 (including all nominees for Director) and 2. Please refer to the
Proxy Statement for a discussion of the Proposals.
(CONTINUED AND TO BE SIGNED AND DATED, ON THE REVERSE SIDE.)
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSALS 1
(INCLUDING ALL NOMINEES FOR DIRECTOR) AND 2.
1. Election of Directors
FOR all nominees [ ]
listed below
WITHHOLD AUTHORITY [ ]
to vote for all nominees
EXCEPTIONS [ ]
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and strike a line through that nominee's name).
Class I to serve until 1997 Annual Meeting: Albert Francke, III, Walter M.
Noel, Jr.
Class II to serve until 1998 Annual Meeting: Audley W. Twiston Davies, David
C. Patterson
Class III to serve until 1999 Annual Meeting: Bassam Aburdene, Fred Arthur
Rank Packard
2. Ratification of the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the year ending October 31, 1996
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Any other business that may properly come before the meeting.
Change of Address and/or Comments Mark Here [ ]
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.
Date_____________________________, 1996
_______________________________________
_______________________________________
Signature(s), Title(s), if applicable
VOTES MUST BE INDICATED (X) IN BLACK
OR BLUE INK.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE.
