SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 [ ] Confidential. For Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE ASIA PACIFIC FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6()i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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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.
[ ] 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:
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2) Form, Schedule or Registration Statement no.:
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3) Filing Party:
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4) Date Filed:
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THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To Our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The Asia
Pacific Fund, Inc. (the Fund) will be held on July 9, 1998, at 11:00 a.m., at
the offices of Sullivan & Cromwell, 125 Broad Street-26th Floor, New York, New
York 10004, for the following purposes:
1. To elect three Directors.
2. To ratify the selection of Deloitte & Touche LLP as independent
public accountants of the Fund for the fiscal year ending March 31, 1999.
3. To consider and act upon any other business as may properly
come before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on May 26, 1998 as
the record date for the determination of stockholders entitled to vote at the
Meeting or any adjournment thereof.
S. Jane Rose
Secretary
Dated: May 28, 1998
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY
RETURN THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
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THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
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PROXY STATEMENT
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This Proxy Statement is furnished by the Board of Directors of The Asia
Pacific Fund, Inc. (the Fund) in connection with its solicitation of proxies for
use at the Annual Meeting of Stockholders to be held on July 9, 1998 (the
Meeting) at 11:00 a.m., at the offices of Sullivan & Cromwell, 125 Broad
Street-26th Floor, New York, New York 10004. The purpose of the Meeting and the
matters to be acted upon are set forth in the accompanying Notice of Annual
Meeting.
It is expected that the Notice of Annual Meeting, Proxy Statement and form
of proxy will first be mailed to stockholders of record on or about May 29,
1998. The most recent annual report for the Fund is being mailed to stockholders
together with this Proxy Statement.
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 and for Proposal 2, and if any other
business is presented at the Meeting, in the best judgment of the persons named
as Proxies. 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.
If sufficient votes to approve one or more of the proposed items are not
received, the persons named as Proxies may propose one or more adjournments of
the Meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting or represented by Proxy. When voting on a proposed adjournment, the
persons named as Proxies will vote for the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed to
disapprove the item, in which case such shares will be voted against the
proposed adjournment.
A properly executed and returned proxy marked with an abstention will be
considered present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business. However, abstentions do not constitute a
vote cast, and hence, will have no effect with respect to either proposal which
requires approval by a majority of the votes cast at the meeting.
The close of business on May 26, 1998 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 18,930,331 shares of common stock
outstanding and entitled to vote. As of May 26, 1998, there were no beneficial
holders of more than 5% of the outstanding shares of the Fund. Each share will
be entitled to one vote at the Meeting. The presence in person or by proxy of
the holders of one-third of the shares of common stock issued and outstanding
shall constitute a quorum.
1
The Investment Manager of the Fund is Baring International Investment (Far
East) Limited, 1901 Edinburgh Tower, 15 Queens Road Central, Hong Kong, and the
Administrator of the Fund is Prudential Investments Fund Management LLC (PIFM),
Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102-4077.
The expense of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of PIFM. In addition,
the Fund's Board of Directors has authorized management to retain a proxy
solicitation firm to assist in the solicitation of proxies for the Meeting.
Management has selected Shareholder Communications Corporation as the proxy
solicitation firm (the Proxy Solicitation Firm). The cost of solicitation by the
Proxy Solicitation Firm is not expected to exceed $5,000 in fees and expenses
(exclusive of postage and printing costs) and will be borne by the Fund.
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
The Fund's By-Laws provide that the Board of Directors is divided into
three classes of Directors, as nearly equal in number as possible. Each Director
serves for a term of three years, with one class being elected each year. Each
year the term of office of one class will expire.
At the Meeting, three Class III Directors will be elected to serve for the
ensuing three years, ending in 2001, and until their successors have been
elected and qualified. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of Messrs. Brennan, Gunia and Hoff (the
nominees). Each of the nominees has consented to be named in this Proxy
Statement and to serve as a Director if elected. Each of the Class III nominees
is currently a Class III Director of the Fund and has previously been elected by
stockholders. The Board of Directors has no reason to believe that any of the
nominees named above will become unavailable for election as a Director, but if
that should occur before the Meeting, proxies will be voted for such persons as
the Directors may recommend. All of the Fund's Directors were previously elected
by stockholders.
2
The following table sets forth certain information concerning each of the
nominees and each Director of the Fund.
INFORMATION REGARDING DIRECTORS
NAME, AGE, BUSINESS EXPERIENCE SHARES OWNED AT
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH FUND MAY 26, 1998
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CLASS III DIRECTORS
(TERM EXPIRING 2001)
*David J. Brennan (40), Director, Baring Asset Management Hold- Director -0-
ings Limited; Managing Director, Baring Asset Management
Limited.
*Robert F. Gunia (51), Corporate Vice President, Prudential Vice President 1,200
Investments, division of Prudential Insurance Company of and Director
America (since May 1996); Executive Vice President and
Treasurer, PIFM; Senior Vice President (since March 1987),
Prudential Securities Incorporated (PSI); formerly Chief
Administrative Officer (July 1990-September 1996), Director
(January 1989-September 1996), Executive Vice President,
Treasurer and Chief Financial Officer (June 1987-September
1996), Prudential Mutual Fund Management, Inc. (PMF);
Director of 42 investment companies in the Prudential Fund
Complex (the Prudential Funds).
Don G. Hoff (62), Chairman and Chief Executive Officer, Chairman of 690
Intertec, Inc. (since 1975); Chairman and Chief Executive the Board
Officer, The Lamaur Corporation, Inc. (since 1993); and Director
Director/Trustee of 13 Prudential Funds and The Greater China
Fund, Inc.
CLASS II DIRECTORS
(NOMINATED TO BE ELECTED FOR TERM EXPIRING 2000)
Robert H. Burns (68), Chairman, Robert H. Burns Holdings Limited, Director 28,000
ited, Hong Kong; previously, Chairman and Chief Executive
Officer, Regent International Hotels, Limited, Hong Kong.
Douglas Tong Hsu (56), Chairman and Chief Executive Officer, Far Director -0-
Eastern Textile Ltd., Taiwan; Director, The Baring Taiwan Fund
Limited (since 1993).
3
NAME, AGE, BUSINESS EXPERIENCE SHARES OWNED AT
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH FUND MAY 26, 1998
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David G. P. Scholfield (54), Managing Director, Hong Kong of The Director 12,170
Bank of Bermuda Limited Hong Kong Branch; Director of Bermuda
Trust (International) Limited; Bermuda Trust (Far East)
Limited; Bermuda Trust (Hong Kong) Limited; MIL (Far East)
Limited; Bermuda Far East Properties Limited; and Bermuda
Trust (Mauritius) Limited. Until May 8, 1998, President of
The Fund; President and Director of The Greater China Fund,
Inc; Chairman of Baring Mutual Fund Management S.A.;
Director, Institutional Group, Baring Asset Management
Limited; Director, Baring Chrysalis Fund; Baring Peacock
Fund; Baring Taiwan Fund and World Value Fund.
CLASS I DIRECTORS
(TERM EXPIRING 1999)
Olarn Chaipravat (53), President and Chief Executive Officer Director -0-
(since October 1992), Director and Senior Executive Vice
President (July 1990-September 1992) and Senior Executive
Vice President (September 1987-June 1990), The Siam
Commercial Bank, Public Company Limited, Thailand.
Michael J. Downey (54), Private Investor. Previously, Chairman Director 6,974
(August 1990-May 1993), Chief Executive Officer and Director
(June 1987-May 1993) and President, PMF (June 1987-July
1990); Director, Prudential Securities Group, Inc. (July
1991- May 1993); President, Asset Management Group (July
1991-May 1993); Executive Vice President (May 1989-May 1993),
Director (July 1985-June 1991) and Senior Vice President
(December 1983-May 1989), PSI; Director, International
Imaging Materials, Inc., The Merger Fund, Value Asset
Management, Inc. and The Simba Fund Limited.
4
NAME, AGE, BUSINESS EXPERIENCE SHARES OWNED AT
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH FUND MAY 26, 1998
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John A. Morrell (70), Chairman, John Morrell & Associates Lim- Director -0-
ited; Director, Mercury International Investment Trust Ltd.;
Govett Oriental Trust Plc; Govett Emerging Markets Investment
Trust Plc; Govett High Income Investment Trust Plc; Invesco
Japan Discovery Trust Plc; Law Debenture Corporation Plc;
Lowland Investment Company Plc; Johnson Fry Utilities
Investment Trust Plc; Johnson Fry Second Utilities Investment
Trust Plc; PRICOA Worldwide Investors Portfolio; Fidelity
Asian Values Investment Trust Plc; Fidelity Japanese Values
Trust Plc; Balliol College Accommodation 2 Plc; Balliol
College Accommodation Plc; Beagle Nominees Limited; Caius
College Accommodation Plc; Framlington Dual Trust Plc;
Framlington Income & Capital Trust Plc; Girton College
Accommodation Plc; Gonville College Accommodation Plc; Hughes
Hall College Accommodation Plc; LDC Trust Management Ltd.;
Linacre College Accommodation Plc; Magdalen College
Accommodation Plc; New College Accommodation Plc; St.
Anthony's College Accommodation Plc; The Law Debenture
Intermediary Corporation Plc; The Law Debenture Overseas
Limited; The Law Debenture Trust Corporation Plc; Trinity
College Accommodation 2 Plc; Trinity College Accommodation
Plc; Wolfson College Oxford Accommodation (1993) Plc; Wolfson
College Oxford Accommodation Plc and Worcester College
Accommodation Plc. Member, Advisory Board to the Trustees of
the Atlantic Richfield Pension Fund. Previously, Executive
Chairman, Baring International Investment Ltd.; Director,
Baring International Investment (Far East) Ltd.; Baring Asset
Management Ltd.; Inner London Board of National Westminster
Bank; Medical Services International; HCG Alpha Limited; HCG
Bravo Limited; HCG Charlie Limited; HCG Delta Limited; HCG
Echo Limited; HCG Foxtrot Limited; HCG Lloyds Holdings
Limited and HCG Lloyds Investment Trust Plc.
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*Indicates "interested" Directors of the Fund, as defined in the Investment
Company Act of 1940, as amended (the Investment Company Act). Mr. Brennan is
deemed to be an "interested" Director of the Fund, by reason of his affiliation
with Baring International Investment (Far East) Limited. Mr. Gunia is deemed to
be an "interested" Director of the Fund, by reason of his affiliation with
PIFM.
As of May 26, 1998, the Directors and officers of the Fund as a group
beneficially owned 49,034 (less than 1%) of the outstanding shares of Common
Stock of the Fund. The Fund pays each of its Directors who is not an affiliated
person (as defined in the Investment Company Act) of the Investment Manager or
the Administrator an annual fee of US$10,000, plus US$750 for each Board or
committee meeting attended. The Chairman of the Fund is paid an additional
amount of US$2,500 annually. The Fund reimburses all Directors for their
out-of-pocket travel expenses. For the fiscal year ended March 31, 1998,
Directors' fees and expenses amounted to $82,000 and approximately $96,400,
respectively. The Board of Directors does not have a compensation committee.
5
The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Investment Manager or the
Administrator and the aggregate compensation paid to such Directors for service
on the Fund's board and that of all other registered investment companies
managed by Baring International Investment (Far East) Limited or any of its
affiliates (Fund Complex) during the Fund's fiscal year ended March 31, 1998.
COMPENSATION TABLE
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND
AGGREGATE BENEFITS ACCRUED ESTIMATED ANNUAL AND FUND
COMPENSATION AS PART OF FUND BENEFITS UPON COMPLEX PAID
NAME AND POSITION FROM FUND EXPENSES RETIREMENT TO DIRECTORS
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David J. Brennan** 0 None N/A 0
Robert Burns-Director $11,500 None N/A $11,500(1)*
Olarn Chaipravat-Director $11,500 None N/A $11,500(1)*
Michael J. Downey-Director $14,500 None N/A $14,500(1)*
Robert F. Gunia** 0 None N/A 0
Don G. Hoff-Director and Chairman $17,000 None N/A $33,000(2)*
Douglas Tong Hsu-Director $13,000 None N/A $13,000(1)*
John A. Morrell-Director $14,500 None N/A $14,500(1)*
David G.P. Scholfield** 0 None N/A 0
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* Indicates number of funds in Fund Complex (including the Fund) to which
aggregate compensation relates.
** David J. Brennan and Robert F. Gunia, who are each interested Directors, do
not receive compensation from the Fund. Mr. Scholfield was an "interested"
Director of the Fund by reason of his affiliation with Baring International
Management (Far East) Limited until May 8, 1998. He also served as President
of the Fund until such date.
There were three regularly scheduled meetings of the Fund's Board of
Directors for the fiscal year ended March 31, 1998. The Board of Directors has
an Audit Committee, which makes recommendations to the full Board of Directors
with respect to the engagement of the independent public accountants and reviews
with the independent public accountants the plan and results of the audit
engagement and matters having a material effect upon the Fund's financial
operations. The Audit Committee consists of certain of the Fund's non-interested
Directors, namely, Messrs. Burns, Chaipravat, Downey, Hoff, Hsu, and Morrell.
The Audit Committee met twice during the fiscal year ended March 31, 1998. The
Board of Directors also has a Nominating Committee. The Nominating Committee
consists of certain of the Fund's non-interested Directors, namely, Messrs.
Burns, Downey and Hoff. This Committee recommends to the Board persons to be
nominated for election as Directors by the stockholders and selects and proposes
nominees for election by the Board between Annual Meetings. The Committee will
consider suggestions from stockholders submitted in writing to the Secretary of
the Fund. The Nominating Committee met once during the fiscal year ended March
31, 1998. For the fiscal year ended March 31, 1998, Messrs. Burns, Chaipravat
and Morrell attended fewer than 75% of the aggregate of the total number of
meetings of the Board of Directors, the Audit Committee and the Nominating
Committee, as applicable.
Certain of the Directors of the Fund, including the nominees, reside
outside the United States, and substantially all the assets of such persons are
located outside the United States. It may not be possible, therefore, for
investors to effect service of process within the United States upon such
persons or to enforce against them, in United States courts or foreign courts,
judgments obtained in United States courts predicated upon the civil liability
provisions of the federal securities laws of the United States or the laws of
the State of Maryland. In
6
addition, it is not certain that a foreign court would enforce, in original
actions or in actions to enforce judgments obtained in the United States,
liabilities against such persons predicated solely upon the federal securities
laws.
The executive officers of the Fund, other than as shown above, are Ronald
G. M. Watt, President, having held such office since May 8, 1998; S. Jane Rose,
Secretary, having held such office since September 18, 1986; Grace Torres,
Treasurer and Principal Financial and Accounting Officer, having held such
office since May 16, 1997; Deborah A. Docs, Assistant Secretary, having held
such office since November 3, 1989; and Vasso-Athene Spanos, Assistant
Secretary, having held such office since October 10, 1997. Mr. Watt is 51 years
old and is a Director of the Institutional Group of Baring Asset Management
Limited; prior thereto, he was Managing Director (1993-1997) of QESST Pty Ltd
Management Consultants. Ms. Rose is 52 years old and is a Senior Vice President
(since December 1996) of PIFM; prior thereto she was Senior Vice President
(January 1991-September 1996) and Senior Counsel (June 1987-September 1996) of
PMF and Senior Vice President and Senior Counsel of PSI (July 1992-September
1996). Ms. Torres is 38 years old and is a first Vice President (since December
1996) of PIFM and a first Vice President of PSI (since March 1994); prior
thereto she was First Vice President (January 1991-September 1996) of PMF. Ms.
Docs is 40 years old and is a Vice President of PIFM (since December 1996);
prior thereto she was Vice President and Associate General Counsel of PMF
(January 1993-September 1996) and a Vice President and Associate General Counsel
of PSI. Ms. Spanos is 39 years old and during the last five years has been an
account manager responsible for several investment companies, including the
Fund, at Baring Asset Management Limited.
SELECTION OF INDEPENDENT ACCOUNTANTS
(PROPOSAL NO. 2)
A majority of the members of the Board of Directors who are not interested
persons of the Fund have selected Deloitte & Touche LLP as independent public
accountants for the Fund for the fiscal year ending March 31, 1999. Deloitte &
Touche LLP have been the Fund's independent public accountants since its
inception. The ratification of the selection of independent accountants is to be
voted on at the Meeting, and it is intended that the persons named in the
accompanying proxy vote for Deloitte & Touche LLP. No representative of Deloitte
& Touche LLP is expected to be present at the Meeting.
The Board of Directors' policy regarding engaging independent public
accountants' services is that management may engage the Fund's principal
independent public accountants to perform any service(s) normally provided by
independent public accounting firms. The Audit Committee reviews and approves
all services, substantially all of which are auditing services, provided by the
independent public accountants prior to their being rendered.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THIS PROPOSAL NO. 2.
7
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 question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDERS' PROPOSALS
A stockholder's proposal intended to be presented at the Fund's Annual
Meeting of Stockholders in 1999 must be received by the Fund on or before
January 27, 1999 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting. The mere submission of a proposal by a
stockholder does not guarantee that such proposal will be included in the proxy
statement because certain federal rules must be complied with before inclusion
of the proposal is required.
Dated: May 28, 1998 S. Jane Rose
Secretary
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 IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
8
THE ASIA PACIFIC FUND, INC.
GATEWAY CENTER THREE
NEWARK, NEW JERSEY 07102-4077
Proxy for the Annual Meeting of Stockholders, July 9, 1998
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Deborah A. Docs, S. Jane Rose and Ronald G. M.
Watt as Proxies, each with the 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 Asia Pacific Fund, Inc. held of record by the undersigned on May
26, 1998 at the Annual Meeting of Stockholders to be held on July 9, 1998, or
any adjournment thereof.
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned stockholder(s). IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2 AND IF ANY OTHER BUSINESS IS PRESENTED AT THE
MEETING, IN THE BEST JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN.
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Please vote, date, and sign on reverse and return promptly
using the enclosed envelope.
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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. 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.
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Has your address changed?
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(Left Column)
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THE ASIA PACIFIC FUND, INC.
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Please be sure to sign and date this Proxy.
------------------------------------
Date
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Stockholder sign here Co-owner sign here
(Right Column)
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THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR PROPOSALS 1 AND 2.
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For All
For All With- Nominees
Nominees Hold Except
1. Election of Directors. [_] [_] [_]
Class III (Term Expiring in 2001)
David J. Brennan
Robert F. Gunia
Don G. Hoff
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK THE
"FOR ALL NOMINEES EXCEPT" BOX AND STRIKE A LINE THROUGH THE NOMINEE(S)' NAME(S).
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
For Against Abstain
2. Ratification of the selection of [_] [_] [_]
Deloitte & Touche LLP as independent
accountants of the Fund for the
fiscal year ending March 31, 1999.
Mark box at right if an address change has been noted on the
reverse side of this card. [_]
record date shares: