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:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
[ ] Confidential, for use of the Commission only
(as permitted by Rule 14a-6(e)(2))
KOREA EQUITY 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), or 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 material.
[ ] 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:
..................................................................
KOREA EQUITY FUND, INC.
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
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NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996
------------------------
TO THE STOCKHOLDERS OF
KOREA EQUITY FUND, INC.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
"Meeting") of Korea Equity Fund, Inc. (the "Company") will be held at the
offices of Nomura Capital Management, Inc., 180 Maiden Lane, New York, New York
on Thursday, May 16, 1996, at 9:00 A.M. for the following purposes:
(1) To elect six Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of Price
Waterhouse LLP as independent accountants of the Company for its fiscal
year ending October 31, 1996; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on March 20, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournment thereof.
A complete list of the stockholders of the Company entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Company for any purpose germane to the Meeting during ordinary business hours
from and after May 1, 1996, at the offices of the Company, 180 Maiden Lane, New
York, New York.
You are cordially invited to attend the Meeting. Stockholders who do not
expect to attend the Meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. The enclosed proxy is being solicited on behalf of the Board of
Directors of the Company.
By Order of the Board of Directors
JOHN F. WALLACE
Secretary
New York, New York
Dated: April 1, 1996
[This page is intentionally left blank.]
PROXY STATEMENT
KOREA EQUITY FUND, INC.
180 MAIDEN LANE
NEW YORK, NEW YORK 10038
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1996 ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Korea Equity Fund, Inc., a
Maryland corporation (the "Company"), to be voted at the 1996 Annual Meeting of
Stockholders of the Company (the "Meeting") to be held at the offices of Nomura
Capital Management, Inc., 180 Maiden Lane, New York, New York, on Thursday, May
16, 1996, at 9:00 A.M. The approximate mailing date of this Proxy Statement is
April 1, 1996.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of six Directors and for the ratification of the
selection of independent accountants. Any proxy may be revoked at any time prior
to the exercise thereof by giving written notice to the Secretary of the Company
at the Company's address indicated above or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on March 20, 1996,
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of March 20, 1996, the Company had
outstanding 8,409,000 shares of Common Stock, par value $0.10 per share. To the
knowledge of management of the Company, no person owned beneficially more than
5% of its outstanding shares at such date.
The Board of Directors of the Company knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for
consideration at the Meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
ELECTION OF DIRECTORS
At the Meeting six Directors will be elected to serve until the next Annual
Meeting of Stockholders and until their successors are elected and qualified. It
is the intention of the persons named in the enclosed proxy to nominate and vote
in favor of the election of the persons listed below.
The Board of Directors of the Company knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominees as the Board of
Directors may recommend.
Certain information concerning the nominees is set forth as follows:
SHARES OF
COMMON STOCK
OF THE COMPANY
PRINCIPAL OCCUPATIONS BENEFICIALLY
NAME AND ADDRESS DURING PAST FIVE YEARS DIRECTOR OWNED AT
OF NOMINEE AND PUBLIC DIRECTORSHIPS (1) AGE SINCE MARCH 20, 1996
- --------------------------- ------------------------------------ --- -------- --------------
William G. Barker, Consultant to the television 63 1993 -0-
Jr.(2) .................... industry since 1991. Senior Vice
111 Parsonage Road President and Chief Financial
Greenwich, Connecticut Officer of The CBS/Fox Company
06830 from 1982 to 1991.
George H. Chittenden(2) ... Director of Bank Audi (USA). 78 1993 1,000
155 Buffalo Bay, Neck Road
Madison, Connecticut 06443
Iwao Komatsu(3) ........... President of the Company since 1995; 59 1995 -0-
180 Maiden Lane President and Director of Nomura
New York, New York 10038 Capital Management, Inc. ("NCM" or
the "Manager") since 1995;
Managing Director of Nomura
Investment Management Co., Ltd.
("NIMCO" or the "Investment Ad-
viser") since 1990, and Managing
Director of Nomura Capital
Management (U.K.) Limited from
1989 to 1993.
Chor Weng Tan(2) .......... Managing Director for Education, The 60 1993 -0-
345 East 47th Street American Society of Mechanical
New York, New York 10017 Engineering since 1991; Professor,
School of Engineering, The Cooper
Union from 1963 to 1991; Dean,
School of Engineering, The Cooper
Union from 1975 to 1987; Executive
Officer, The Cooper Union Research
Foundation from 1976 to 1987;
Program Director, Presidential
Young Investigator Awards of
National Science Foundation from
1987 to 1989; and Director, Tround
International, Inc.
Arthur R. Taylor(2) ....... President of Muhlenberg College 60 1993 -0-
2400 Chew Street since 1992; Dean of the Faculty of
Allentown, Pennsylvania Business of Fordham University
18104 from 1985 to 1992; Chairman of
Arthur R. Taylor & Co. (investment
firm); and Director of Pitney
Bowes Inc. and Louisiana Land &
Exploration Company.
John F. Wallace(3) ........ Secretary and Treasurer of the 67 1993 1,000
180 Maiden Lane Company since 1993; Senior Vice
New York, New York 10038 President of NCM since 1981,
Secretary since 1976, Treasurer
since 1984 and Director since
1986; Senior Vice President of
Nomura Securities International,
Inc. ("NSI") since 1978, Secretary
from 1977 to 1991, and Director
from 1983 to 1991.
<FN>
- ---------------
(1) Each of the nominees is also a director of Jakarta Growth Fund, Inc., Japan
OTC Equity Fund, Inc. and Nomura Pacific Basin Fund, Inc., investment
companies for which NCM acts as manager.
(2) Member of Audit Committee and Nominating Committee of the Board of
Directors.
(3) "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Company.
2
Committees and Directors' Meetings. The Board of Directors has a standing
Audit Committee and Nominating Committee, each of which consists of the
Directors who are not "interested persons" of the Company within the meaning of
the Investment Company Act. The principal purpose of the Audit Committee is to
review the scope of the annual audit conducted by the Company's independent
accountants and the evaluation by such accountants of the accounting procedures
followed by the Company. The principal purpose of the Nominating Committee is to
select and nominate the Directors who are not "interested persons" of the
Company as defined in the Investment Company Act. The Nominating Committee will
consider nominees recommended by stockholders of the Company. Stockholders
should submit nominees to the Secretary of the Company. The Company has no
standing Compensation Committee.
During the fiscal year ended October 31, 1995, the Board of Directors held
five meetings, and the Audit Committee and the Nominating Committee each held
one meeting. Each incumbent Director attended at least 75% of the meetings of
the Board of Directors.
Interested Persons. The Company considers two nominees, Messrs. Komatsu and
Wallace, to be "interested persons" of the Company within the meaning of Section
2(a) (19) of the Investment Company Act. Mr. Komatsu is President of the
Company, the President and a director of NCM and a managing director of NIMCO.
Mr. Wallace is Secretary and Treasurer of the Company, Senior Vice President,
Secretary, Treasurer and a director of NCM and Senior Vice President of NSI,
which is an affiliate of NCM.
Compensation of Directors. The Manager pays all compensation of all
Directors of the Company who are affiliated with the Manager or any of its
affiliates. The Company pays to each Director not affiliated with the Manager an
annual fee of $5,000 plus $500 per meeting attended, together with such
Director's actual out-of-pocket expenses relating to attendance at meetings.
Such fees and expenses aggregated $35,847 for the fiscal year ended October 31,
1995.
The following table sets forth for the periods indicated compensation paid
by the Company to its Directors and the aggregate compensation paid by all
investment companies managed by NCM or advised by NIMCO to the Directors:
PENSION OR
RETIREMENT BENEFITS TOTAL COMPENSATION
AGGREGATE ACCRUED AS PART OF FROM FUND COMPLEX
COMPENSATION COMPANY EXPENSES FOR PAID TO DIRECTORS
FROM COMPANY FOR ITS FISCAL YEAR DURING THE CALENDAR
ITS FISCAL YEAR ENDED ENDED YEAR ENDED DECEMBER
NAME OF DIRECTOR OCTOBER 31, 1995 OCTOBER 31, 1995 31, 1995*
- ------------------------ --------------------- -------------------- --------------------
William G. Barker,
Jr.................... $ 7,500 None $ 28,500
George H. Chittenden.... $ 7,500 None $ 28,500
Iwao Komatsu............ -- None --
Chor Weng Tan........... $ 7,500 None $ 28,500
Arthur R. Taylor........ $ 7,500 None $ 28,500
John F. Wallace......... -- None --
<FN>
- ---------------
* In addition to the Company, the "Fund Complex" included Jakarta Growth Fund,
Inc., Japan OTC Equity Fund, Inc. and Nomura Pacific Basin Fund, Inc.
3
Officers of the Company. The following table sets forth information
concerning the officers of the Company. Officers of the Company are elected and
appointed by the Directors and hold office until they resign, are removed or are
otherwise disqualified to serve.
SHARES OF
COMMON STOCK
OF THE COMPANY
BENEFICIALLY
NAME AND PRINCIPAL OCCUPATION DURING PAST OFFICER OWNED AT
FIVE YEARS OFFICE AGE SINCE MARCH 20, 1996
- --------------------------------------------- --------------- ---- ------ --------------
Iwao Komatsu ................................ President 59 1995 -0-
President and Director of NCM since 1995;
Managing Director of NIMCO since 1990;
Managing Director of Nomura Capital
Management (U.K.) Limited from 1989 to
1993.
Mitsutoyo Kohno ............................. Vice President 47 1993 -0-
Senior Vice President of NCM since 1991,
Director since 1995 and Vice President
from 1989 to 1991. General
Administration Manager of NIMCO from
1987 to 1989.
John F. Wallace ............................. Secretary and 67 1993 1,000
Senior Vice President of NCM since 1981, Treasurer
Secretary since 1976, Treasurer since
1984 and Director since 1986. Senior
Vice President of NSI since 1978,
Secretary from 1977 to 1991, and
Director from 1983 to 1991.
Stock Ownership. At March 20, 1996, the Directors and officers of the
Company as a group (7 persons) owned an aggregate of 2,000 shares, less than 1%
of the outstanding shares of the Company. Mr. Komatsu, President of the Company,
owns less than 1% of the shares of The Nomura Securities Co., Ltd., an affiliate
of both NCM and NIMCO.
SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Company, including a majority of the
Directors who are not interested persons of the Company, has selected the firm
of Price Waterhouse LLP ("Price Waterhouse"), as independent accountants, to
audit the financial statements of the Company for the fiscal year ending October
31, 1996. Price Waterhouse has acted as the Company's independent accountants
since the inception of the Company. The Company knows of no direct or indirect
financial interest of such firm in the Company. Such appointment is subject to
ratification or rejection by the stockholders of the Company. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such accountants.
Price Waterhouse also acts as independent accountants for The Nomura
Securities Co., Ltd. and certain of its affiliated entities, including NCM, and
for three other investment companies for which NCM acts as manager. The Board of
Directors of the Company considered the fact that Price Waterhouse has been
retained as the independent accountants for these other entities in its
evaluation of the ability of Price Waterhouse to also function in that capacity
for the Company.
A representative of Price Waterhouse is expected to be present at the
Meeting and will have the opportunity to respond to questions from stockholders
and to make a statement if such person so desires.
4
ADDITIONAL INFORMATION
The expense of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Company.
The Company will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Company. In addition to the solicitation of proxies by mail,
proxies may be solicited in person or by telephone. The Company has retained at
its expense Corporate Investor Communications, Inc., a proxy solicitation firm,
to assist in the solicitation of proxies for the Meeting, for a fee of
approximately $3,000, together with reimbursement of such firm's expenses.
The election of Directors requires a plurality of the votes cast, in person
or by proxy, at a meeting at which a quorum is duly constituted. The holders of
a majority of the shares of stock of the Company entitled to vote at the
Meeting, present in person or by proxy, shall constitute a quorum for the
transaction of business at the Meeting. The Company expects that broker-dealer
firms holding shares of the Company in "street name" for the benefit of their
customers and clients, as well as the Japan Securities Clearing Corporation
("JSCC") holding shares of the Company on behalf of its beneficial stockholders,
will request the instructions of such customers, clients and beneficial
stockholders, on how to vote their shares on each proposal before the Meeting.
The Company understands that the New York Stock Exchange and the Osaka
Securities Exchange permit such broker-dealers and the JSCC, without
instructions from such customers, clients and beneficial stockholders, to grant
authority to the proxies designated by the Company to vote on the items to be
considered at the Meeting if no instructions have been received prior to the
date specified in the broker-dealer firm's or the JSCC's request for voting
instructions. Certain broker-dealer firms may exercise discretion over shares
held in their name for which no instructions are received by voting such shares
in the same proportion as they have voted shares for which they have received
instructions.
The shares as to which the proxies so designated are granted authority by
broker-dealer firms and the JSCC to vote on the items to be considered at the
Meeting, the shares as to which broker-dealer firms have declined to vote
("broker non-votes"), as well as the shares as to which proxies are returned by
record shareholders but which are marked "abstain" on any item will be included
in the Company's tabulation of the total number of votes present for purposes of
determining whether the necessary quorum of shareholders exists. However,
abstentions and broker non-votes will not be counted as votes cast. Therefore,
abstentions and broker non-votes will not have an effect on the vote on the
items to be considered at the Meeting.
The address of NCM is 180 Maiden Lane, New York, New York 10038. The
address of NIMCO is 1-12-11, Nihonbashi, Chuo-ku, Tokyo 103, Japan. LG
Investment Management Co., Ltd. acts as the sub-adviser for the Company, and its
address is 34-6, Yoido-Dong, Youngdungpo-ku, Seoul 150-010, Korea.
The Company sends quarterly reports to shareholders. The Company will
furnish, without charge, a copy of its most recent annual and semi-annual report
succeeding such annual report, if any, to shareholders upon request to the
Company at 180 Maiden Lane, New York, New York 10038 (or call 1-800-833-0018).
PROPOSALS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Company must be received by the Company for
inclusion in its proxy statement and form of proxy relating to that meeting by
December 2, 1996.
By Order of the Board of Directors
JOHN F. WALLACE
Secretary
Dated: April 1, 1996
5
KOREA EQUITY FUND, INC.
180 Maiden Lane
New York, New York 10038
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Iwao Komatsu and John F. Wallace as proxies,
each with the power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse hereof, all shares of
Common Stock of Korea Equity Fund, Inc. (the "Company"), held of record by the
undersigned on March 20, 1996 at the annual meeting of stockholders of the
Company to be held on May 16, 1996 or any adjournment thereof.
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign exactly as name appears hereon. When shares are held by
joint tenants, both should sign. When signing as attorney, or as
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.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
- ----------------------------------- -----------------------------------
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
WITH- FOR ALL
FOR HOLD EXCEPT
1) ELECTION OF DIRECTORS / / / / / /
WILLIAM G. BARKER, JR., GEORGE H. CHITTENDEN, IWAO KOMATSU,
CHOR WENG TAN, ARTHUR R. TAYLOR, AND JOHN F. WALLACE
If you do not wish your shares voted "FOR" a particular nomi-
nee, mark the "FOR ALL EXCEPT" box and strike a line through
that nominee's name. Your shares will be voted for the
remaining nominees.
FOR AGAINST ABSTAIN
2) Proposal to ratify the selection / / / / / /
of Price Waterhouse LLP as the
independent accountants of the
Company.
FOR AGAINST ABSTAIN
3) In the discretion of such / / / / / /
proxies, upon such other
business as may properly come
before the meeting or any
adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF
NO DIRECTION IS MADE, THE PROXY WILL BE VOTED FOR PROPOSALS
1 AND 2.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change / /
have been noted on the reverse side of this card.
RECORD DATE SHARES: