SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by Registrant [ ]
Filed by a Party other than the Registrant [X]
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 Sec. 240.14a-11(c) or Sec.
240.14a-12
THE FRANCE GROWTH FUND, INC.
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- - (Name of Registrant as Specified in its Charter)
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- - OPPORTUNITY-PARTNERS L.P.
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- - (Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
- - Payment of Filing Fee (Check the appropriate box):
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- - [ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4)and 0-11.
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- - (1) Title of each class of securities to which transaction
applies: _____________________________________________
- - (2) Aggregate number of securities to which transaction
applies: _____________________________________________
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- - (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):
- - ______________________________________________
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- - (4) Proposed maximum aggregate value of transaction:
______________________________________________
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- - (5) Total fee paid:
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- - [ ] Fee paid previously with preliminary materials.
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- - [ ] 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.
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- - (1) Amount previously paid:
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_____________________________________________
60 Heritage Drive, Pleasantville, NY 10570
(914) 747-5262 // Fax (914) 747-5258
May 20, 2002
Dear Fellow France Growth Fund Shareholder:
Since the formation of the European Monetary Union, the
rationale for European single-country closed-end funds has been
rapidly disappearing. The board of directors of the France
Growth Fund has apparently recognized this because it is
proposing major changes in its investment objective including
broadening its focus from France to Europe and employing a multi-
manager approach. However, before the Fund undergoes such a
radical transformation, I think it is important to afford
shareholders an opportunity to realize net asset value ("NAV").
That is why I intend to nominate three persons including
myself for election as directors at the 2002 Annual Meeting of
Shareholders. If we are elected as directors, our primary
objective will be to persuade the other directors to afford all
shareholders an opportunity to realize NAV as soon as possible.
If you have already returned the WHITE proxy card sent to
you by the Board and you want to elect three directors who are
committed to affording all shareholders an opportunity to realize
NAV for their shares, you must return a GREEN proxy card.
Remember, only the last valid proxy card you submit is counted
and it supersedes any previous ones. Therefore, once you submit
a GREEN proxy card, please do not sign and submit a later dated
WHITE proxy card, as that will invalidate your vote. If you have
any questions, please call me at (914) 747-5262 or e-mail me at
OPLP@att.net.
Yours truly,
Phillip Goldstein
PROXY STATEMENT IN OPPOSITION TO THE SOLICITATION BY THE BOARD OF
DIRECTORS OF THE FRANCE GROWTH FUND INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on June 18, 2002)
My name is Phillip Goldstein. I have owned shares of The
France Growth Fund Inc. (the "Fund") for more than five years. I
am sending this proxy statement and the enclosed GREEN proxy card
to holders of record on March 28, 2002 (the "Record Date") of the
Fund. I am soliciting a proxy to vote your shares at the 2002
Annual Meeting of Shareholders of the Fund (the "Meeting") and at
any and all adjournments or postponements of the Meeting. Please
refer to the Fund's proxy soliciting material for additional
information concerning the Meeting and a full description of the
matters to be considered by the shareholders at the Meeting.
This proxy statement and the enclosed GREEN proxy card are
first being sent to shareholders of the Fund on or about May 20,
2002.
INTRODUCTION
There are seven matters that the Fund has scheduled to be
voted upon at the Meeting:
1. Changing the Fund's investment program by amending the
Fund's fundamental investment objective, policies and
restrictions.
2. Changing seven of the Fund's fundamental investment
restrictions which are necessary to implement the Fund's
new investment program
3. Amending the Fund's Articles of Incorporation to change the
name of the Fund to The European Multi-Strategy Investment
Company.
4. Approving a new investment advisory agreement between the
Fund and Credit Agricole Asset Management U.S. Advisory
Services, the Fund's investment adviser (the "Adviser"),
with an increase in the advisory fee payable to the
Adviser.
5. Allowing the Adviser, subject to Board approval, to select,
supervise and replace, if necessary, investment managers to
directly manage a portion of the Fund's portfolio and to
materially modify existing subadvisory agreements without
obtaining stockholder approval of the new or amended
subadvisory agreement.
6. Electing four Class II directors to serve until 2005.
7. A stockholder proposal recommending that the Board of
Directors expedite the process to ensure Fund shares can
trade at net asset value.
1.
2.
3.
4.
With respect to these matters, I am soliciting a proxy to
vote your shares FOR the election of Gerald Hellerman, Adam
Shapiro, Serge Demoliere and me
as Class II directors of the Fund. With respect to the other
proposals, I am making no recommendation as to how your shares
should be voted.
How Proxies Will Be Voted
All of the proposals scheduled by the Fund to be voted on at
the Meeting are included on the enclosed GREEN proxy card. If
you wish to vote FOR the election of my nominees to the Board,
you may do so by completing and returning a GREEN proxy card.
If you return a GREEN proxy card to me or to my agent, your
shares will be voted on each matter as you indicate. Note that
you may choose to give the proxies discretion to vote on certain
matters by not checking any of the boxes on the GREEN proxy card
with the object of securing an opportunity for all shareholders
to realize NAV. If you do not indicate how your shares are to be
voted on a matter, they will be voted FOR the election of the
above persons to the Board and at the discretion of the proxies
with respect to each of the other matters.
If you return a GREEN proxy card, you will be granting the
persons named as proxies discretionary authority to vote on any
other matters of which they are not now aware that may come
before the Meeting. These may include, among other things,
matters relating to the conduct of the Meeting.
Voting Requirements
If a quorum is not present at the Meeting, or if 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 permit further solicitation
of proxies, consideration of matters of which I am not aware at
this time, or negotiations with the incumbent directors. If an
adjournment of the Meeting is proposed, the persons named as
proxies on the GREEN proxy card will vote for or against such
adjournment in their discretion. Please refer to the Fund's
proxy statement for the voting requirements for each proposal.
Revocation of Proxies
You may revoke any proxy you give to management or to me
prior to its exercise by (i) delivering a written revocation of
your proxy to the Fund; (ii) executing and delivering a later
dated proxy to me or to the Fund or to our respective agents; or
(iii) voting in person at the Meeting. (Attendance at the
Meeting will not in and of itself revoke a proxy.) There is no
limit on the number of times you may revoke your proxy prior to
the Meeting. Only the latest dated, properly signed proxy card
will be counted.
Information Concerning the Soliciting Shareholder
The shareholder making this solicitation is Phillip
Goldstein, 60 Heritage Drive, Pleasantville, NY 10570. I am an
investment manager who presently manages investment portfolios
having assets in excess of $65 million. Since December 1, 1992,
I have been the president and 50% shareholder of a company that
serves as the general partner of a private investment
partnership. That partnership is a shareholder in the Fund.
Since 1996, I have taken an active role in urging the management
of certain registered closed-end investment companies to take
various actions that I believe would benefit those companies and
their shareholders.
As of March 28, 2002, I am deemed to be the beneficial owner
of 223,529 shares of Common Stock held in brokerage accounts by
my clients and me, representing approximately 1.85% of the Fund's
outstanding Common Stock, substantially all of which are held in
margin accounts at brokerage firms by my clients and me. We
purchased no shares between March 28, 2000 and December 31, 2000,
23,400 shares in 2001and 70,000 shares in 2002. We sold no
shares between March 28, 2000 and December 31, 2000, 64,241
shares in 2001 and 8,654 shares in 2002.
REASON FOR THE SOLICITATION
I believe that stockholders owning a significant percentage
of the Fund's outstanding shares would like to be able to realize
net asset value for their shares. I am conducting this contest
in order to give all shareholders an opportunity to elect
directors who will commit to that objective.
CERTAIN CONSIDERATIONS
In deciding whether to give me your proxy, you should
consider the following:
If elected, my nominees will constitute a minority of the
board and will not be able to deliver an exit at NAV without the
support of other directors, which is not assured. Also,
implementation of certain Board actions may require shareholder
approval, and no assurance can be given that such approval will
be obtained. In addition, various costs, which would be borne
indirectly by shareholders, may be associated with certain
actions, including but not limited to those associated with
holding a special meeting of shareholders. I believe that such
costs are far outweighed by the benefits to most shareholders of
these actions. In addition, certain actions may have adverse tax
consequences for some shareholders that cannot be quantified at
this time.
I believe that all shareholders of the Fund will benefit if
any actions taken to reduce or eliminate the discount from NAV
are successful. However, my clients who hold shares of the Fund
pay me fees. These fees are based upon a share of the profits
the client earns and will be greater if the value of the Fund's
shares increases.
ELECTION OF DIRECTORS
At the Meeting, I will nominate the following persons for
election as directors for a term expiring in 2003. Each nominee
has consented to serve if elected and to being named in this
proxy statement. In addition, I intend to vote all Green proxies
for the election of Serge Demoliere, a management nominee unless
you indicate that you wish to withhold authority to vote for him.
I have not requested permission to name Mr. Demoliere in my proxy
materials nor has he granted me such permission. I do not intend
to vote any proxies for any other management nominee. You should
refer to management's proxy statement for information regarding
the qualifications and background of its nominees. There is no
assurance that any of management's nominees will serve as
directors if any of my nominees are elected.
Name, Business Address, Age /
Principal Business Occupation(s)
Phillip Goldstein (Age 57)
60 Heritage Drive
Pleasantville, NY 10570
Mr. Goldstein has managed investments for a limited number of
clients and has served as the portfolio manager and president of
the general partner of Opportunity Partners, a private investment
partnership since 1992. He was a director of Clemente Strategic
Value Fund from 1998 to 2000, the Dresdner RCM Strategic Global
Income Fund from 2000 to 2002 and he has been a director of The
Mexico Equity and Income Fund since 2000, the Italy Fund since
2000 and Brantley Capital since 2001.
Adam Shapiro (Age 38)
326 West Lancaster Avenue, Suite 110
Ardmore, PA 19003
Mr. Shapiro is the founder and has served as the principal of
Advantage Capital management, an investment management firm
specializing in closed-end funds. Since 1995, he has managed
investments for a limited number of clients. He has been the
general partner of Advantage Partners, L.P. since 1995 and the
investment advisor of Advantage International, Ltd. since 2000.
Gerald Hellerman (Age 64)
10965 Eight Bells Lane
Columbia, MD 21044
Managing Director of Hellerman Associates, a financial and
corporate consulting firm; Trustee of Third Avenue Value Trust
since 1993; Trustee of the Third Avenue Variable Series Trust
since 1999; director of Clemente Strategic Value Fund from 1998
to 2000; director of The Mexico Equity and Income Fund since 2000
As of March 30, 2002, Mr. Goldstein and Mr. Shapiro
beneficially owned 223,599 and 274,008 shares of the Fund
respectively. Mr. Hellerman does not own any shares. Other than
fees that may be payable by the Fund to its directors, none of my
nominees has any arrangement or understanding with any person
with respect to any future employment by the Fund or by any
affiliate of the Fund.
The persons named as proxies on the enclosed GREEN proxy
card intend, in the absence of contrary instructions, to vote all
proxies they are entitled to vote FOR the election of the above
persons, each of whom have consented to stand for election and to
serve if elected. If any nominee is unable to serve, an event
not now anticipated, the proxies will be voted for such other
person (who shall be disinterested), if any, as is designated by
the persons named as proxies.
THE OTHER MATTERS
There are five other proposals (including one proposal which
calls for a vote on seven separate proposed changes in the Fund's
fundamental investment restrictions) that are being proposed by
the Fund's management and one stockholder proposal. All of these
matters are fully described in the Fund's proxy materials. I am
not making any recommendations with respect to any of these
proposals and in the absence of contrary instructions, the
persons named as proxies on the GREEN proxy card will vote your
shares at their discretion with the object of securing an
opportunity for all shareholders to realize NAV.
THE SOLICITATION
I am making this solicitation personally. Banks, brokerage
houses and other custodians, nominees and fiduciaries will be
requested to forward this proxy statement and the enclosed GREEN
proxy card to the beneficial owners of shares of Common Stock for
whom they hold shares of record. I will reimburse these
organizations for their reasonable out-of-pocket expenses.
Initially, I will personally bear all of the expenses related
to this proxy solicitation. Because I believe that the
shareholders will benefit from this solicitation, I intend to
seek reimbursement of these expenses from the Fund. Shareholders
will not be asked to vote on the reimbursement of my solicitation
expenses, which I estimate to be about $20,000. As of May 20,
2002, I expect to have incurred approximately $5,000 in expenses.
If I am not reimbursed by the Fund, I may seek partial
reimbursement from Mr. Shapiro or from one or more of my clients
or from the general partner of the investment partnership that I
manage.
I am not and, within the past year, have not been a party to
any contract, arrangement or understanding with any person with
respect to any securities of the Fund. In addition, there is no
arrangement or understanding involving either myself or any
affiliate that relates to future employment by the Fund or any
future transaction with the Fund.
ADDITIONAL PROPOSALS
I know of no business that will be presented for
consideration at the Meeting other than that set forth in this
proxy statement and in the Fund's proxy statement. If any other
matters are properly presented for consideration at the Meeting,
it is the intention of the persons named as proxies in the
enclosed GREEN proxy card to vote in accordance with their own
best judgment on such matters.
DATED: May 10, 2002
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS OF THE
FRANCE GROWTH FUND INC. BY PHILLIP GOLDSTEIN, A SHAREHOLDER
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 18,2002
The undersigned hereby appoints Adam Shapiro, Steven Samuels,
Rajeev Das and Phillip Goldstein, and each of them, as the
undersigned's proxies, with full power of substitution, to attend
the Annual Meeting of Shareholders of The France Growth Fund Inc.
(the "Fund") to be held on June 18, 2002 and any adjournment or
postponement thereof, and to vote on all matters that may come
before the Meeting and any such adjournment or postponement the
number of shares that the undersigned would be entitled to vote,
with all the power the undersigned would possess if present in
person, as specified below. The proxies may vote in their
discretion with respect to such other matter or matters as may
come before the Meeting and with respect to all matters incident
to the conduct of the Meeting.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [
].)
1. Change the Fund's investment program by amending the Fund's
fundamental investment objective and policies.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2 (a). Change the Fund's fundamental investment restriction
regarding diversification.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2 (b). Change the Fund's fundamental investment restriction
regarding borrowing for investment purposes.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. (c). Change the Fund's fundamental investment restriction
regarding settlement of securities transactions.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2 (d). Change the Fund's fundamental investment restriction
regarding short sales.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2 (e). Change the Fund's fundamental investment restriction
regarding margin purchases.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2 (f). Change the Fund's fundamental investment restriction
regarding purchasing non-U.S. registered securities.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2 (g). Change the Fund's fundamental investment restriction
regarding illiquid securities.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. Amend the Fund's Articles of Incorporation to change the name
of the Fund to The European Multi-Strategy Investment
Company.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
4. Approve a new investment advisory agreement between the Fund
and Credit Agricole Asset Management U.S. Advisory Services,
the Fund's investment adviser (the "Adviser"), with an
increase in the advisory fee payable to the Adviser.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
5. Allow the Adviser, subject to Board approval, to select,
supervise and replace, if necessary, investment managers to
directly manage a portion of the Fund's portfolio and to
materially modify existing subadvisory agreements without
obtaining stockholder approval of the new or amended
subadvisory agreement.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
6. ELECTION OF FOUR CLASS II DIRECTORS.
FOR all of the three shareholder nominees listed below [ ]
WITHHOLD AUTHORITY [ ]
(except as indicated to the contrary below)
to vote for all of the nominees listed below
PHILLIP GOLDSTEIN, ADAM SHAPIRO, and GERALD HELLERMAN
To withhold authority to vote for one or more nominees,
enter the name(s) of the nominee(s) below.
____________________________________________________________
Note: It is intended that this proxy will be voted for the
election of SERGE DEMOLIERE, a management nominee (in
addition to the above nominees unless otherwise instructed)
unless you indicate that you wish to withhold authority to
vote for him by crossing out his name in this sentence.
Permission to name Mr. Demoliere in Mr. Goldstein's proxy
materials has not been requested or granted. There is no
intention to vote this proxy for any other management
nominee. You should refer to management's proxy statement
for information regarding the qualifications and background
of its nominees. There is no assurance that any of
management's nominees will serve as directors if any of my
nominees are elected.
7. A stockholder proposal recommending that the Board of
Directors expedite the process to ensure Fund shares can trade
at net asset value.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
Important - - Please sign and date below. Your shares will be
voted as directed. If no direction is made, this proxy will be
voted for the election of the nominees named above in Proposal 6
and will be voted at the discretion of the proxies on all other
proposals with the objective of securing an opportunity for all
shareholders to realize NAV. The undersigned hereby acknowledges
receipt of the proxy statement dated May 10, 2002 of Phillip
Goldstein and revokes any proxy previously executed. (Important
- - Please be sure to enter date.)
Please sign exactly as your name appears hereon. When shares are
held by joint tenants, both should sign. When signing as an
attorney, executor, administrator, trustee or guardian, please
give full title as such. If a corporation, please sign in full
corporate name by the President or other duly authorized officer.
If a partnership, please sign in partnership name by authorized
person. Please return promptly in the enclosed envelope.
SIGNATURE(S)_____________________________ Dated: _____________