UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 Section 240.14a-11(c) or Section
240.14a-12
COMMISSION FILE NUMBER 1-10463
THE EMERGING GERMANY FUND INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
N/A
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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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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/X/ Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
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previously. Identify the previous filing by registration statement number,
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THE EMERGING GERMANY FUND INC.
75 WALL STREET
NEW YORK, NEW YORK 10005
MARCH 15, 1996
Dear Stockholder:
We are pleased to provide you with the Proxy Statement and proxy card for
the Fund's 1996 Annual Meeting of Stockholders. Of particular importance on the
agenda this year is a proposal to amend two of the Fund's investment policies.
Your investment adviser believes that the amended investment policies will
increase the Fund's flexibility to allocate its assets across the entire
spectrum of the German market and to take greater advantage of attractive
investment opportunities elsewhere in Europe. We urge you to read the enclosed
Proxy Statement carefully for a description of the proposed amendment.
As explained in the Proxy Statement, approval of the proposed amendment
requires the affirmative vote of either a majority of the Fund's outstanding
shares or 67% of a quorum consisting of at least a majority of the outstanding
shares. For your shares to be counted, they must be voted. If your shares are
held by a bank, broker or other nominee, you must instruct the nominee how to
vote those shares by returning the enclosed proxy. If you owned shares of the
Fund on March 8, 1996, the record date for the Annual Meeting, you may still
vote on the proposals even if you sold your shares after March 8, 1996.
If you have any questions about this important matter, please telephone the
Fund's proxy solicitors at 1-800-223-2064.
We thank you for your cooperation.
Very truly yours,
Hansgeorg B. Hofmann Theodor Schmidt-Scheuber
Chairman President
THE EMERGING GERMANY FUND INC.
75 WALL STREET
NEW YORK, NEW YORK 10005
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 1996
------------------------
To Our Stockholders:
Notice is hereby given that an Annual Meeting of Stockholders of The
Emerging Germany Fund Inc. (the "Fund") will be held at 10:00 a.m. on April 26,
1996 at The Metropolitan Club, 1 East 60th Street, New York, New York 10022, for
the following purposes:
(1) To elect four Directors of the Fund, each to hold office for a term of
three years and until his successor is duly elected and qualified.
(2) To act upon a proposal to amend the Fund's investment policies (i) to
reduce from 90% to 65% the minimum amount of the Fund's total assets
required to be invested in equity and equity-linked securities of German
companies and (ii) to authorize the Fund to invest in such securities
without any restrictions based on the size of German companies.
(3) To ratify the selection by the Board of Directors of Coopers & Lybrand
L.L.P. as independent accountants of the Fund for the Fund's fiscal year
ending December 31, 1996.
(4) To consider and act upon any other business that may properly come
before the meeting or any adjournment thereof.
Only holders of Common Stock of record at the close of business on March 8,
1996 are entitled to notice of, and to vote at, this meeting or any adjournment
thereof.
By Order of the Board of Directors
Alexandra Simou
SECRETARY
Dated: March 15, 1996
New York, New York
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND RETURN IT TO THE FUND. TO SAVE THE FUND THE ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, PLEASE MAIL IN YOUR PROXY PROMPTLY.
THE EMERGING GERMANY FUND INC.
75 WALL STREET
NEW YORK, NEW YORK 10005
ANNUAL MEETING OF STOCKHOLDERS
APRIL 26, 1996
---------------------
PROXY STATEMENT
---------------------
This Proxy Statement is furnished by the Board of Directors of The Emerging
Germany Fund Inc. (the "Fund") in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders (the "Meeting") to be held at
10:00 a.m. on April 26, 1996 at The Metropolitan Club, 1 East 60th Street, New
York, New York 10022. The purpose of the Meeting and the matters to be acted
upon are set forth in the accompanying Notice of Annual Meeting.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted FOR the election of Directors, FOR amendment of the Fund's
investment policies and FOR ratification of the selection of the Fund's
independent accountants. A proxy may be revoked at any time prior to the time it
is voted by written notice to the Secretary of the Fund or by attendance at the
Meeting.
The close of business on March 8, 1996 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 14,008,334 shares of Common Stock
outstanding and entitled to vote. Each share of Common Stock is entitled to one
vote at the Meeting, and fractional shares are entitled to proportionate shares
of one vote. It is expected that the Notice of Annual Meeting, Proxy Statement
and form of proxy will first be mailed to stockholders on or about March 15,
1996.
The Fund intends to treat properly executed proxies that are marked
"abstain" and broker "non-votes" as present for purposes of determining whether
a quorum is present at the Meeting. A broker non-vote is a proxy from a broker
or other nominee indicating that such person has not received instructions from
the beneficial owner or other person entitled to vote shares on a particular
matter concerning which the broker or nominee lacks discretionary voting
authority. Under Maryland law, abstentions do not constitute a vote "for" or
"against" a matter and will not be counted in determining the "votes cast" on
such matter.
In the event that a quorum is present at the Meeting but sufficient votes to
approve one or more proposals are not cast, the persons named as proxies may
propose one or more adjournments of such Meeting to permit further solicitation
of proxies with respect to such proposal or proposals. Any such adjournment will
require the affirmative vote of a majority of the shares present at the Meeting
or represented by proxy. In such case, the persons named as proxies will vote
those proxies which they are entitled to vote FOR any such proposal in favor of
such an adjournment, and will vote those
1
proxies required to be voted AGAINST any such proposal against any such
adjournment. A stockholder vote may be taken on one of the proposals in this
Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
All references in this Proxy Statement to "$" are to U.S. dollars.
The date of this Proxy Statement is March 15, 1996.
ELECTION OF DIRECTORS
(PROPOSAL 1)
The Fund's Articles of Incorporation and By-laws provide that the Board of
Directors is to be divided into three classes of Directors. The Directors in
each class serve three-year terms, with one class being elected each year. The
term of one class will expire each year. The term of office for Directors in
Class II expires at the Meeting, for Directors in Class III at the Annual
Meeting of Stockholders in 1997 and for Directors in Class I at the Annual
Meeting of Stockholders in 1998.
Four Class II nominees are named in this Proxy Statement. If elected, the
Class II Directors will serve a three-year term to expire at the Annual Meeting
of Stockholders in 1999 and until their successors are duly elected and
qualified. With the exception of Rolf Passow, each of the nominees was last
elected to the Board of Directors at the Annual Meeting of Stockholders in 1993.
Mr. Passow was elected as a Director by the Board of Directors in April 1995.
Unless authority is withheld, it is the intention of the persons named in
the accompanying form of proxy to vote each proxy for the election of the
nominees listed below. Each nominee has indicated he will serve if elected, but
if any nominee should be unable to serve, proxies will be voted for any other
person determined by the persons named in the accompanying form of proxy in
accordance with their judgment. Election of each nominee requires the
affirmative vote of a plurality of the votes cast at the Meeting.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE FUND'S STOCKHOLDERS
VOTE FOR THE ELECTION OF THE NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
2
The following table provides information concerning the Class II nominees
for election as Directors.
CLASS II (TERM EXPIRES AT THE MEETING)
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED DIRECTLY OR
POSITION WITH PRINCIPAL OCCUPATION DURING PAST 5 INDIRECTLY AT
NAME, ADDRESS AND AGE FUND YEARS AND OTHER AFFILIATIONS MARCH 1, 1996(1)
- -------------------------------- ------------------ -------------------------------------- ------------------
Hansgeorg B. Hofmann(*) Chairman and Deputy Chairman, Kleinwort Benson --
Dresdner Bank AG Director Group plc (since 1995); Member, Board
Jurgen-Ponto-Platz 1 of Managing Directors, Dresdner Bank
60301 Frankfurt AG (since 1995); Deputy Member, Board
Germany of Managing Directors, Dresdner Bank
Age 52 AG (1994-
1995); Senior General Manager,
Dresdner Bank AG (1989-1994);
Managing Director, Shearson Lehman
Hutton International (1987-1989);
Managing Director, Merrill Lynch
Europe Limited (1979-1987); Managing
Director, Merrill Lynch Capital
Markets (1979-1987)
James E. Dowd Director Attorney/Consultant (since 1982); 1,074
571 Hayward Mill Road Director, Trustee or Managing General
Concord, MA 01742 Partner of various registered
Age 73 investment companies managed by
Federated Investors (since 1982);
President, Boston Stock Exchange
(1969-1982); Member of Panel of
Arbitrators, New York Stock Exchange,
Inc. (since 1986); Member of Panel of
Arbitrators, National Association of
Securities Dealers, Inc. (since 1984)
3
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED DIRECTLY OR
POSITION WITH PRINCIPAL OCCUPATION DURING PAST 5 INDIRECTLY AT
NAME, ADDRESS AND AGE FUND YEARS AND OTHER AFFILIATIONS MARCH 1, 1996(1)
- -------------------------------- ------------------ -------------------------------------- ------------------
Siegfried A. Kessler Director Retired; Chairman, Carl Zeiss Inc. 1,000
52 Heritage Road (New York) (1981-1982) and President
Hilton Head Island SC 29925 (1965-1981) (sale, distribution and
Age 78 service of scientific instruments);
President, Carl Zeiss Canada Ltd.
(sale, distribution and service of
scientific instruments and optical
products) (1965-1985)
Rolf Passow(*) Director Chief Executive (since 1992) and --
Deutscher Investment- Managing Director (1987-1992),
Trust Gesellschaft fur Deutscher Investment-Trust
Wertpapieranlagen mbH Gesellschaft fur Wertpapieranlagen
Mainzer Landstrasse 11-13 mbH; Chief Executive, dresdnerbank
60329 Frankfurt investment management
Germany Kapitalanlagegesellschaft mbH (since
Age 56 1992); Member, Board of Managing
Directors, Frankfurter
Wertpapierborse (Frankfurt Stock
Exchange) (1992-1993); Chairman,
Advisory Management Council, Dresdner
Kleinwort Benson International
Management Services Ltd. (since 1995)
4
CONTINUING DIRECTORS. The remaining Directors currently serving on the
Board of Directors consist of three Class III Directors and four Class I
Directors. None of such Directors is a nominee for election at the Meeting. All
such Directors will continue in office after the Meeting for the terms shown
below.
The following table provides information concerning the Class III Directors.
CLASS III (TERM EXPIRES 1997)
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED DIRECTLY OR
POSITION WITH PRINCIPAL OCCUPATION DURING PAST 5 INDIRECTLY AT
NAME, ADDRESS AND AGE FUND YEARS AND OTHER AFFILIATIONS MARCH 1, 1996(1)
- -------------------------------- ------------------ -------------------------------------- ------------------
Gottfried W. Perbix Director President, Perbix International, Inc. 1,000
293 Saugatuck Avenue (management consulting) (1980-1994);
Westport, CT 06880 Director, American Profol Inc.
Age 66 (plastic film manufacturers) (since
1993); Sole Proprietor, Perbix
Associates (executive search) (since
1978)
Jacob Saliba Director Director (since 1994), Chairman 6,000
770 Boylston Street, (1988-1994) and Chief Executive
Apt. 11I Officer (1988-1993), Katy Industries,
Boston, MA 02199 Inc. (diversified manufacturing and
Age 82 oil and related services); President
and Chief Operating Officer, Katy
Industries, Inc. (1968-1987);
Director, CEGF Compagnie des
Entrepots et Gares Frigorifiques
(cold storage warehouses) (since
1989); Director, Schon & Cie AG
(manufacturer of machinery) (since
1990); Director, Syratech Corp.
(manufacturer of household
furnishings) (since 1992)
Theodor Schmidt- President, Chief Chairman and Chief Executive Officer, --
Scheuber(*) Executive Officer Dresdner-NY Inc. (since 1994);
Dresdner-NY Inc. and Director President, Dresdner Securities (USA)
75 Wall Street Inc. (1972-1994)
New York, NY 10005
Age 61
5
The following table provides information concerning the Class I Directors.
CLASS I (TERM EXPIRES 1998)
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED DIRECTLY OR
POSITION WITH PRINCIPAL OCCUPATION DURING PAST 5 INDIRECTLY AT
NAME, ADDRESS AND AGE FUND YEARS AND OTHER AFFILIATIONS MARCH 1, 1996(1)
- -------------------------------- ------------------ -------------------------------------- ------------------
Theodore J. Coburn Director President, Brown, Coburn & Co. --
17 Cotswold Road (consulting) (since 1991); Student,
Brookline, MA 02146 Harvard University Graduate School of
Age 42 Education (since 1992) and Harvard
University Divinity School (since
1991); Senior Vice President,
Prudential Securities Inc.
(1986-1991); Managing Director,
Equity Transactions Group,
Prudential-Bache Capital Funding
(1986-1991); Director, Prudential
Securities Inc. (1986-1991);
Director, Nicholas-Applegate Fund,
Inc. (since 1987); Trustee, Nicholas-
Applegate Investment Trust (since
1993); Director, Measurement
Specialities, Inc. (manufacture of
pressure-sensor devices) (since
1995); Director, Moovies, Inc. (video
retail) (since 1995)
Robert J. Birnbaum Director Director, Chicago Mercantile Exchange 1,000
313 Bedford Road (since 1990); Trustee, Liberty
Ridgewood, N.J. 07450 All-Star Growth Fund, Inc. (since
Age 68 1995); Trustee, Colonial Funds (since
1995); Trustee, Liberty All-Star
Equity Fund, Inc. (since 1994);
Special Counsel, Dechert Price &
Rhoads (law firm) (1988-1993);
President and Chief Operating
Officer, New York Stock Exchange,
Inc. (1985-1988); President and Chief
Operating Officer, American Stock
Exchange, Inc. (1977-1985)
6
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED DIRECTLY OR
POSITION WITH PRINCIPAL OCCUPATION DURING PAST 5 INDIRECTLY AT
NAME, ADDRESS AND AGE FUND YEARS AND OTHER AFFILIATIONS MARCH 1, 1996(1)
- -------------------------------- ------------------ -------------------------------------- ------------------
Carroll Brown Director President, The American Council on --
The American Council Germany (since 1988); Foreign Service
on Germany Officer, United States Department of
14 East 60th Street State (1957-1988)
Suite 606
New York, NY 10022
Age 67
George N. Fugelsang(*) Director Senior General Manager and Chief --
Dresdner Bank AG Executive North America, Dresdner
75 Wall Street Bank AG (since 1994); President,
New York, NY 10005 Director and Chief Executive Officer,
Age 55 Dresdner Securities (USA) Inc. (since
1994); Director, Dresdner-NY Inc.
(since 1994); Managing Director,
Morgan Stanley & Company, Inc.
(1986-1994)
- ------------------------
(1) All Directors and officers as a group beneficially owned less than 1% of the
outstanding Common Stock of the Fund at March 1, 1996.
(*) Interested person of the Fund (as defined in the Investment Company Act of
1940, as amended). Mr. Fugelsang is an interested person of the Fund because
of his affiliation with Dresdner Securities (USA) Inc., the Fund's
investment adviser and manager, Dresdner Bank AG, the parent company of
Dresdner Securities (USA) Inc., and Dresdner-NY Inc., which is a wholly
owned subsidiary of Dresdner Securities (USA) Inc.; Mr. Hofmann is an
interested person of the Fund because of his affiliation with Dresdner Bank
AG; Mr. Passow is an interested person of the Fund because of his
affiliation with Deutscher Investment-Trust Gesellschaft fur
Wertpapieranlagen mbH, dresdnerbank investment management
Kapitalanlagegesellschaft mbH and Dresdner Kleinwort Benson International
Management Services Ltd., which are wholly owned subsidiaries of Dresdner
Bank AG; and Mr. Schmidt-Scheuber is an interested person of the Fund
because of his affiliation with Dresdner-NY Inc.
7
OTHER INFORMATION REGARDING DIRECTORS
The Fund pays each of its Directors who is not an interested person of the
Fund as defined in the Investment Company Act of 1940, as amended (the "1940
Act"), an annual fee of $7,500, plus $750 for each Board of Directors meeting
attended. During the fiscal year ended December 31, 1995, all such Directors as
a group received from the Fund aggregate fees amounting to $77,250. In addition,
the Fund reimburses Directors not affiliated with Dresdner Securities (USA)
Inc., the Fund's investment adviser and manager ("Dresdner Securities"), for
travel and out-of-pocket expenses incurred in connection with meetings of the
Board. Other than the fees described above, the Fund does not pay its Directors
any amounts as compensation for their service on the Board of Directors. The
following table sets forth for each Director receiving compensation from the
Fund the amount of such compensation paid by the Fund during the fiscal year
ended December 31, 1995.
COMPENSATION TABLE
TOTAL COMPENSATION
AGGREGATE FROM FUND AND FUND
COMPENSATION COMPLEX PAID TO
NAME OF DIRECTOR FROM FUND DIRECTORS
- ----------------------------------------------- ------------- --------------------
Robert J. Birnbaum............................. $ 11,250 $ 11,250
Carroll Brown.................................. 10,500 10,500
Theodore J. Coburn............................. 11,250 11,250
James E. Dowd.................................. 11,250 11,250
Siegfried A. Kessler........................... 11,250 11,250
Gottfried W. Perbix............................ 10,500 10,500
Jacob Saliba................................... 11,250 11,250
------------- --------
Total...................................... $ 77,250 $ 77,250
------------- --------
------------- --------
During the fiscal year ended December 31, 1995, the Board of Directors met
five times. Each Director attended at least 75% of the total number of meetings
of the Board and each Committee of the Board of which he was a member held
during the period in which he served.
The Board of Directors has an Audit Committee presently composed of Messrs.
Perbix, Dowd and Kessler, none of whom is an interested person of the Fund (as
defined in the 1940 Act). The Audit Committee makes recommendations to the full
Board with respect to the engagement of independent accountants and reviews with
the independent accountants the plan and results of the audit engagement and
matters having a material effect upon the Fund's financial operations. The Audit
Committee held two meetings during the fiscal year ended December 31, 1995.
The Board of Directors has no compensation or nominating committees, or
other committees performing similar functions.
8
EXECUTIVE OFFICERS OF THE FUND
The executive officers of the Fund are chosen each year at the meeting of
the Board of Directors held in connection with the Annual Meeting of
Stockholders, to hold office until the meeting of the Board of Directors held in
connection with the next Annual Meeting of Stockholders and until their
successors are chosen and qualified. Each of the current executive officers has
served in the positions indicated below since April 1995, except for Mr.
Doenges, who has served in his current position since the Fund commenced
investment operations in April 1990. No executive officers of the Fund receive
any compensation from the Fund for their services as executive officers.
The following table presents information about the executive officers of the
Fund, other than as shown above.
PRINCIPAL OCCUPATION DURING PAST 5
NAME, ADDRESS AND AGE POSITION WITH FUND YEARS AND OTHER AFFILIATIONS
- -------------------------------------- ----------------------- ---------------------------------------------
Markus W. Bischofberger Vice President Senior Vice President, Dresdner Securities
Dresdner Securities (USA) Inc. (since 1994); Senior Vice
(USA) Inc. President, Dresdner Bank (Schweiz) AG,
75 Wall Street Zurich (1988-1994)
New York, NY 10005
Age 38
Herbert H. Doenges Vice President Senior Vice President, Dresdner Securities
Dresdner Securities (USA) Inc. (since 1989); Managing Director,
(USA) Inc. Dresdner Securities (Asia) Ltd., Tokyo
75 Wall Street Branch (1986-1989)
New York, NY 10005
Age 57
Edward P. Reginald Jr. Treasurer Vice President, Dresdner Securities (USA)
Dresdner Securities Inc. (since 1995); Assistant Vice President,
(USA) Inc. Dresdner Securities (USA) Inc. (1989-1995)
75 Wall Street
New York, NY 10005
Age 43
Alexandra Simou Secretary Vice President, Dresdner Securities (USA)
Dresdner Securities Inc. (since 1995); Assistant Vice President,
(USA) Inc. Dresdner Securities (USA) Inc. (1989-1995)
75 Wall Street
New York, NY 10005
Age 43
9
PROPOSAL TO APPROVE AN AMENDMENT TO
THE FUND'S INVESTMENT POLICIES
(PROPOSAL 2)
At the Meeting, stockholders will be asked to vote on a proposal to amend
certain investment policies of the Fund. Adoption of the proposal would (1)
reduce from 90% to 65% the minimum amount of the Fund's total assets required
under normal market conditions to be invested in equity and equity-linked
securities of German companies and (2) authorize the Fund to invest in such
securities without any restrictions based on the size of German companies, by
eliminating the current requirement that a minimum of 60% of the Fund's total
assets be invested in equity and equity-linked securities of medium- and
smaller-sized German companies. Under these amended policies, the Fund could
invest up to 35% of its total assets in equity and equity-linked securities of
European companies outside of Germany and up to 100% of its total assets in
equity and equity-linked securities of larger-sized German companies. Adoption
of the proposal would not change the Fund's investment objective of long-term
capital appreciation, the types of securities in which the Fund may invest, or
the Fund's fundamental investment restrictions.
If stockholders approve Proposal 2, the Fund will continue to invest
primarily in equity and equity-linked securities of German companies. Although
this investment mandate will remain unchanged, Dresdner Securities believes the
amended policies will increase the Fund's flexibility to allocate its assets
across the entire spectrum of the German market and to take greater advantage of
attractive investment opportunities elsewhere in Europe.
VOTE REQUIRED FOR APPROVAL OF PROPOSAL 2
Approval of Proposal 2 will require the affirmative vote of the holders of a
majority of the Fund's outstanding voting securities, which is defined by the
1940 Act as the lesser of (1) 67% or more of the Fund's shares present or
represented at the Meeting if the holders of more than 50% of the outstanding
shares are present or represented by proxy or (2) more than 50% of the Fund's
outstanding shares.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE FUND'S STOCKHOLDERS
VOTE FOR PROPOSAL 2.
CURRENT INVESTMENT POLICIES
The Fund's investment objective is to obtain long-term capital appreciation.
The Fund currently seeks to achieve this objective in accordance with investment
policies that require it under normal market conditions to invest (1) at least
90% of its total assets in equity and equity-linked securities of German
companies and (2) at least 60% of its total assets in equity and equity-linked
securities of medium- and smaller-sized German companies. These investment
policies are fundamental and may not be changed without a majority vote of the
Fund's stockholders (as defined in the 1940 Act).
The Fund defines "German companies" to mean companies (1) that maintain a
principal office in Germany and (2)(a) whose securities are traded principally
on a German stock exchange or (b) that have at least 50% of the value of their
assets in Germany or (c) that derive at least 50% of their total revenue from
operations in Germany. For purposes of the Fund's current investment policies,
"medium- and smaller-sized German companies" are defined as those companies
that, at the time of investment, are other than the 20 largest German companies
as measured by market capitalization. At January 29, 1995, the market
capitalization of the 21st largest German company was approximately $5.6
billion. At the same date, the stocks of the 20 largest German companies, as
measured by
10
market capitalization, accounted in the aggregate for approximately 61% of the
German stock market's total capitalization. Under its current investment
policies, the Fund is permitted, but not required, to invest up to 40% of its
total assets in equity or equity-linked securities of the 20 largest German
companies.
The Fund currently may invest up to 10% of its total assets in equity and
equity-linked securities of European companies outside of Germany. The Fund
defines "European companies" to mean companies (1) that maintain a principal
office in a European country and (2)(a) whose securities are traded principally
on a European stock exchange or (b) that have at least 50% of the value of their
assets in Europe or (c) that derive at least 50% of their total revenue from
operations in Europe. For purposes of the Fund's investment policies, Europe
consists of (in addition to Germany) the following countries: Austria, Belgium,
Denmark, Finland, France, Greece, Italy, Iceland, Ireland, Luxembourg, the
Netherlands, Norway, Portugal, Spain, Sweden, Switzerland, Turkey, the United
Kingdom of Great Britain and Northern Ireland and the countries of Eastern
Europe. The Fund defines Eastern Europe to include the following countries: the
Republic of Albania, the Republic of Bulgaria, the Czech Republic, the Republic
of Hungary, the Republic of Poland, Romania, the Slovak Republic, all countries
formerly part of the Federal Republic of Yugoslavia, and all countries west of
the Ural Mountains that were formerly a part of the Union of Soviet Socialist
Republics (including the Russian Federation, the Republic of Belarus, the
Republic of Estonia, the Republic of Latvia, the Republic of Lithuania and
Ukraine).
PROPOSED INVESTMENT POLICIES
Dresdner Securities has recommended, and the Board of Directors has
unanimously approved and authorized for submission to stockholders, an amendment
to the Fund's investment policies that would (1) reduce from 90% to 65% the
minimum amount of the Fund's total assets required under normal market
conditions to be invested in equity and equity-linked securities of German
companies and (2) authorize the Fund to invest in such securities without any
restrictions based on the size of German companies, by eliminating the current
requirement that a minimum of 60% of the Fund's total assets be invested in
equity and equity-linked securities of medium- and smaller-sized German
companies. Upon approval of Proposal 2, the Fund also would implement certain
new non-fundamental investment policies approved by the Board of Directors.
MINIMUM INVESTMENT IN GERMAN COMPANIES. Approval of Proposal 2 would
preserve the Fund's current investment mandate to invest primarily in equity and
equity-linked securities of German companies while providing the Fund with the
long-term flexibility to take greater advantage of attractive investment
opportunities elsewhere in Europe. The Fund is currently required under normal
market conditions to invest at least 90% of its total assets in German companies
(and is thus effectively subject to a limit of 10% of total assets in its
investments in European companies outside of Germany). Under the amended
investment policies, the Fund would be permitted, but would not be required, to
invest up to 35% of its total assets in equity and equity-linked securities of
European companies outside of Germany. The Fund would continue to be permitted
to invest up to 100% of its total assets in German equity and equity-linked
securities.
Dresdner Securities has advised the Board of Directors that in view of
developments in Europe which include economic and political convergence,
investments in securities of European companies outside of Germany offer
significant growth potential. In addition, such investments may enable the Fund
to benefit from exposure to industries or sectors which are not part of the
German market, such
11
as the fossil oil or raw materials sectors. Further, as individual economies in
many Eastern European countries experience market-sector development with
additional privatization of industries and increasingly effective management,
those economies present favorable investment environments for foreign investors.
Investments in Eastern European countries involve significant risk, and
investment opportunities in many of these countries are currently limited. In
view of these considerations, the Board of Directors has approved two new
non-fundamental investment policies that would become effective upon approval of
Proposal 2. The first policy would limit total investment in Eastern European
equities to 20% of the value of the Fund's total assets. The second policy would
limit the Fund's investments in companies in any single Eastern European country
to 10% of total assets.
ELIMINATION OF GERMAN COMPANY SIZE RESTRICTION. Approval of Proposal 2
would permit the Fund to seek long-term capital appreciation from its
investments in German equities without restrictions based on the size of German
issuers. The Fund is currently required under normal market conditions to invest
at least 60% of its total assets in equity and equity-linked securities of
medium- and smaller-sized German companies (and is thus effectively subject to a
limit of 40% of total assets in its investments in the 20 largest German
companies). If stockholders approve the amended investment policies, the Fund
would continue to be permitted to invest up to 100% of its total assets in
equities of medium- and smaller-sized German companies, but would no longer be
subject to a minimum investment requirement. In addition, the Fund would be
permitted to invest in equities of the 20 largest German companies ("large
capitalization stocks") without limitation.
Dresdner Securities has advised the Board of Directors that removal of the
size restriction could benefit the Fund's investment performance by giving
Dresdner Securities greater flexibility to determine how best to allocate the
Fund's assets across the entire spectrum of the German market based on market
conditions. Approval of Proposal 2 would afford Dresdner Securities the ability
to adjust the Fund's portfolio holdings from time to time to take advantage of
differences in performance among large, medium and small capitalization stocks.
For example, large capitalization stocks generally have outperformed stocks of
medium- and smaller-sized companies over the past five years. If this trend
continues, and if the amended investment policies are approved, the Fund's
ability to benefit from the comparatively more favorable performance of the
large capitalization stocks no longer will be constrained by the 40% limitation
on investment in such equities.
TRANSITION. If Proposal 2 is approved, the Fund's investment portfolio is
expected to be adjusted gradually in accordance with the amended investment
policies. Such adjustment may cause higher than normal portfolio turnover due to
sales of portfolio securities. Higher portfolio turnover involves
correspondingly greater brokerage commissions and other transaction costs that
the Fund would bear.
RATIFICATION OF
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL 3)
At a meeting held on December 8, 1995, a majority of the members of the
Board of Directors who are not interested persons (as defined in the 1940 Act)
of the Fund approved the selection of Coopers & Lybrand L.L.P. ("Coopers &
Lybrand") as independent accountants of the Fund for the fiscal year ending
December 31, 1996. Audit services performed for the Fund by Coopers & Lybrand
during the
12
fiscal year ended December 31, 1995 included examination of the Fund's financial
statements. Coopers & Lybrand has informed the Fund that it has no material
direct or indirect interest in the Fund.
A representative of Coopers & Lybrand is expected to be present at the
Meeting to answer appropriate questions concerning the Fund's financial
statements and will have an opportunity to make a statement if such
representative chooses to do so.
It is intended that the persons named in the accompanying form of proxy will
vote for ratification of the selection of Coopers & Lybrand.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE FUND'S STOCKHOLDERS
VOTE FOR RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND AS THE FUND'S
INDEPENDENT ACCOUNTANTS.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
At March 1, 1996, there were no persons who were known to the Fund to be
beneficial owners of more than 5% of the Fund's outstanding shares of Common
Stock.
Under U.S. federal securities laws, the Fund's directors and executive
officers, persons who own more than 10% of the Fund's Common Stock, and certain
other persons, including persons affiliated with the Fund's investment adviser
and manager, are required to file reports with respect to their initial
ownership of the Fund's Common Stock and any subsequent changes in that
ownership with the Securities and Exchange Commission and the New York Stock
Exchange. The Fund is required to disclose in this Proxy Statement any failure
by any such person to file these reports during the fiscal year ended December
31, 1995 or prior fiscal years by the due dates established in the applicable
securities laws. Except as set forth below, the Fund believes that the foregoing
reporting persons complied with the applicable filing requirements. Dresdner
Bank AG, the parent company of Dresdner Securities, did not file on a timely
basis a report relating to one transaction in the Common Stock. In making this
disclosure, the Fund has relied solely on written representations of the persons
obligated to file such reports and on copies of the reports filed by such
persons and furnished to the Fund.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any questions as to an adjournment of the Meeting, the shares
represented by proxies will be voted with respect thereto in accordance with the
best judgment of the person or persons voting the proxies.
THE FUND WILL FURNISH, WITHOUT CHARGE, TO ANY STOCKHOLDER UPON REQUEST A
COPY OF THE FUND'S ANNUAL REPORT CONTAINING AUDITED FINANCIAL STATEMENTS OF THE
FUND FOR ITS FISCAL YEAR ENDED DECEMBER 31, 1995. STOCKHOLDERS SHOULD DIRECT
REQUESTS FOR THE ANNUAL REPORT TO ALEXANDRA SIMOU, SECRETARY OF THE FUND, BY
WRITING TO THE FUND AT 75 WALL STREET, NEW YORK, NEW YORK 10005, OR BY CALLING
THE FUND'S TOLL-FREE TELEPHONE NUMBER 1-800-356-6122.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual Meeting
of Stockholders in 1997 must be received by the Fund on or before November 17,
1996 in order to be included in the
13
Fund's proxy statement and form of proxy relating to that meeting. The
submission by a stockholder of a proposal for inclusion in the proxy statement
does not guarantee that it will be included. Stockholder proposals are subject
to certain regulations under U.S. federal securities laws.
PROXY SOLICITATION MATTERS
The Fund may solicit proxies delivered by beneficial owners of the Fund's
Common Stock in the form of a telephonic proxy or "proxygram." In such event,
beneficial stockholders will receive mailgrams from the Fund requesting each
stockholder who wishes to vote by proxygram to call the toll-free telephone
number provided, furnish the operator with specified information regarding the
stockholder and the shares to be voted, and instruct the operator how the
stockholder wishes to vote on the proposals described in this Proxy Statement.
The operator will then electronically transmit the stockholder's voting
instructions to the designated broker, depository institution or other holder
with actual voting authority, which then will vote shares held of record by
returning a signed proxy card. The operators who receive the foregoing voting
instructions will be independent of the Fund.
The cost of preparing, assembling and mailing material in connection with
this solicitation will be borne by the Fund. In addition to the use of mails,
proxies may be solicited personally by regular employees of the Fund, Dresdner
Securities or Dresdner Bank AG or by telephone or telegraph. 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 also has made arrangements with Georgeson
& Company Inc. and, in Canada, R-M Trust Company to assist in the solicitation
of proxies, if called upon by the Fund, at an aggregate estimated fee of
approximately $18,000 plus reimbursement of normal expenses.
By Order of the Board of Directors
Alexandra Simou
SECRETARY
Dated: March 15, 1996
New York, New York
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT PROMPTLY TO THE FUND.
14
THE EMERGING GERMANY FUND INC.
75 WALL STREET
NEW YORK, NEW YORK 10005
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD APRIL 26, 1996.
The undersigned hereby appoints Alexandra Simou and Edward P. Reginald Jr.
as proxies, each with full power of substitution, and hereby authorizes each of
them to represent and to vote, as designated below, all the shares of Common
Stock of The Emerging Germany Fund Inc. (the "Fund") held of record by the
undersigned on March 8, 1996 at an Annual Meeting of Stockholders to be held on
April 26, 1996 or any adjournment thereof. The undersigned hereby further
authorizes such proxies to vote in their discretion upon such other business as
may properly come before such Annual Meeting or any adjournment thereof. Receipt
of Notice of Annual Meeting and Proxy Statement is hereby acknowledged.
EVERY PROPERLY SIGNED PROXY WILL BE VOTED IN THE MANNER SPECIFIED HEREON. IF
NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
Comments/Address Changes: ______________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(1) ELECTION OF DIRECTORS
/ / FOR / / WITHHOLD / / FOR ALL EXCEPT
Hansgeorg B. Hofmann James E. Dowd Siegfried A. Kessler Rolf Passow
If you do not wish your shares voted "FOR" a particular nominee, mark for
"For All Except" Box and strike a line through the nominee(s) name. Your shares
will be voted for the remaining nominee(s).
(2) APPROVAL OF AMENDMENT TO THE FUND'S INVESTMENT POLICIES.
/ / FOR / / AGAINST / / ABSTAIN
(3) RATIFICATION OF THE SELECTION BY THE BOARD OF DIRECTORS OF COOPERS & LYBRAND
L.L.P. AS INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1996.
/ / FOR / / AGAINST / / ABSTAIN
(4) IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING.
RECORD DATE SHARES:
Dated _________________________, 1996
_____________________________________
Signature of Shareholder
_____________________________________
Signature of Shareholder
NOTE: Please sign exactly as name
appears hereon. Joint owners should
each sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give full title as
such.