60 Heritage Drive, Pleasantville, NY 10570
(914) 747-5262 // Fax (914) 747-5258
April --, 2000
Dear Fellow CSAM Strategic Global Income Fund Shareholder:
It's been said that every picture tells a story. If so, then the graph
below tells a depressing story indeed for shareholders of CSAM Strategic Global
Income Fund ("CGF").
[Insert Graph of CGF's Stock Price For The Past Year]
The CGF Story
The CGF Story begins last summer. The shares of CGF, a closed-end
income fund, are trading in a stable price range of $8 to $9 and at a modest
discount to net asset value ("NAV"). Little do shareholders know that the board
of directors and Credit Suisse Asset Management ("CSAM"), CGF's investment
advisor have been meeting behind closed doors on a plan that will drastically
reduce the value of their investment. They first learn of the plan on July 30,
1999 when the board announces that it will, without a shareholder vote, conduct
a non-transferable rights offering that will increase the number of outstanding
shares by 41%.
Under the terms of the rights offering, shareholders that do not want
to buy more shares will suffer immediate and significant dilution. And even
though CSAM and the directors know that many shareholders will not exercise
their rights, they are not worried. Speculators and arbitrageurs are expected to
sop up any excess shares and sell them in the market for a quick profit. So for
the next two months, the market price of CGF gyrates unpredictably as these pros
jockey amongst themselves for position. When the rights offering becomes
effective on September 27, 1999, there is panic selling as shareholders rush to
unload their soon-to-be-diluted shares. But there are few buyers and then only
at a much lower price. As a result, CGF's stock price tumbles in what can only
be described as a sickening free fall. Six months later, CGF's shareholders are
left dazed and confused, wondering why their shares have fallen below $7 per
share, nearly 20% below their NAV.
However, as in every story, some characters fare better than others and
The CGF Story is no exception. In contrast to the bitter pill that the board has
made shareholders swallow in the form of devalued stock, CSAM manages to reap a
nice windfall for itself. That's because CSAM's management fees are based on
CGF's total assets, both of which soar some 30% as a result of the rights
offering. There are two ways for the board to give the advisor a raise: (1)
asking the shareholders to approve a new contact with a higher fee and (2)
initiating a rights offering to boost the total assets under management. Since
both accomplish the same thing, why ask the shareholders to approve a fee
increase and risk rejection?
Is it just a coincidence that the Chairman of the Board of CGF also
happens to be the CEO of CSAM? Or that the other three so-called "independent"
directors also happen to be directors of other funds managed by CSAM? Or that
one of those "independent" directors, Enrique Arzac, collects about $100,000 per
year for serving on ten CSAM-managed funds? Where do you think the loyalties of
the directors lie?
A Sad Sequel
With interest rates trending higher and bond prices falling, the timing
for a rights offering last summer could not have been worse. At best, the
incumbent directors made a grievous miscalculation when they authorized a
coercive and dilutive rights offering that may eventually lead to a reduction in
the monthly dividend. However, they are apparently a proud (or stubborn) bunch
because they refuse to accept any responsibility for the pain that they
inflicted on long-term shareholders. To add insult to injury, they also refuse
to take any action to narrow the unprecedented double-digit discount that has
been in effect ever since despite a specific provision in CGF's bylaws that
authorizes them to consider such action.
So, how will the sequel to The CGF Story play out? If the incumbent
directors are reelected, it could be more of the same. They themselves have said
that another rights offering is a possibility. Another dilutive and coercive
rights offering could well drive the price of CGF stock even lower and put
further pressure on the monthly dividend while generating more fees for the
advisor. As long as the directors ignore the discount and there is a possibility
of another rights offering like the last one, the share price of CGF may
continue to languish at a depressed level.
A Happy Sequel
I propose a different and happier sequel for shareholders. In this
sequel shareholders elect a new board of directors who are committed to
enhancing shareholder value and securing the monthly dividend. As evidence of
their commitment, these new directors promise not to accept any compensation
until the discount gets down to 6%. The market reacts enthusiastically to the
arrival of the new shareholder-friendly directors and investors bid up the share
price. The result is a higher share price, a narrower discount and a secure high
monthly dividend. Everyone lives happily ever after except the ex-directors who
never imagined that they would be held accountable for their actions.
**********************************
At the annual meeting, I will nominate four persons who I am convinced
will make the happy sequel a reality. If they are elected, their priorities will
be to enhance shareholder value and secure the monthly dividend. To that end,
they will immediately consider implementation of a share repurchase program. In
addition, they are committed to promptly narrow the discount from NAV to 6% or
less. Among the measures they will consider and implement are one or more
self-tender offers and converting CGF from a closed-end fund to an open-end
fund. If my nominees are elected, there are two things that all shareholders can
count on: (1) they will work to insure that CGF will never again languish at a
double-digit discount; and (2) the interests of the investment advisor will
never be placed above the interests of the shareholders.
In addition to this mailing, you also will probably receive
proxy-soliciting materials from the incumbent directors and a phone call from
the proxy-soliciting firm that they hired with your money. They will try to
convince you that the election of my nominees is "not in your best interests."
Please take that with a large grain of salt. What they really mean is: "We like
our jobs and we will spend plenty of shareholder money to keep them." They will
almost certainly NOT want to discuss the rapid fall of the stock price last year
as depicted in the above chart. But make no mistake. Despite what the incumbents
say, it is they -- not market conditions -- that are responsible for that
collapse because they chose to take the action that devalued your stock. And,
because there are no free lunches, a diluted NAV means a less secure dividend.
If you want a higher stock price, a smaller discount and a more secure dividend
you need to return the GREEN proxy card.
If you have already returned the WHITE proxy card sent to you by the
Board and you want to elect directors who are committed to enhancing shareholder
value, 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@worldnet.att.net.
Yours truly,
Phillip Goldstein
Fellow CGF Shareholder
P.s. In any contested election, there will inevitably be questionable claims and
counter-claims. How do you know what to believe? I suggest you call the
incumbent directors at (800) 293-1212 and ask them about the rights offering.
Ask them what they will do to increase the value of your investment and secure
your monthly dividend. Demand to speak to the nominees themselves, not some
hired proxy solicitor or public relations person. Then, call or e-mail me
personally. After you hear from both sides you can make up your own mind about
whom to believe.
PROXY STATEMENT IN OPPOSITION TO THE
SOLICITATION BY THE BOARD OF DIRECTORS
OF THE CREDIT SUISSE ASSET MANAGEMENT
STRATEGIC GLOBAL INCOME FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS (To be held on May --, 2000)
My name is Phillip Goldstein. I am sending this proxy statement and the
enclosed GREEN proxy card to holders of record on March --, 2000 (the "Record
Date") of The Credit Suisse Asset Management Strategic Global Income Fund, Inc.
(the "Fund"). I am soliciting a proxy to vote your shares at the 2000 Annual
Meeting of Shareholders of the Fund 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 the matters to be
considered by the shareholders.
This proxy statement and the enclosed GREEN proxy card are first being
sent to shareholders of the Fund on or about April --, 2000.
INTRODUCTION
There are two matters (or proposals) that the Fund has scheduled to be
voted upon at the meeting:
1. The election of four persons to serve as directors of the Fund;
2. The ratification of the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the fiscal year ending December
31, 2000;
With respect to these matters, I am soliciting a proxy to vote your
shares IN FAVOR of the election of my nominees as directors of the Fund. I am
making no recommendation as to how your shares should be voted on the
ratification of the selection of the Fund's independent accountants.
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. If you do not indicate how your shares
are to be voted on a matter, they will be voted FOR my election to the Board and
TO ABSTAIN on the ratification of the selection of the Fund's independent
auditor.
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
The presence, in person or by proxy, of the holders of more than 50% of
the outstanding shares of Common Stock entitled to vote at the meeting will
constitute a quorum for the transaction of business. 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. The
proxies may also propose one or more adjournments for other reasons. 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.
The proxies may also temporarily decline to attend the meeting, thereby
preventing a quorum in order to solicit additional proxies or for other reasons.
Please refer to the Fund's proxy statement for the voting requirements for
Proposals 1 and 2.
Revocation of Proxies
You may revoke any proxy you give to management or to me at any time
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 $50 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 --, 2000, I owned jointly with my wife one share of Common
Stock of the Fund. I am also deemed to be the beneficial owner of ---,--- shares
of Common Stock held in brokerage accounts by my clients and me. Combined, these
personal and client holdings total ---,--- shares, representing approximately
- -.-% of the Fund's outstanding Common Stock. Exhibit 1 to this proxy statement
contains a schedule showing my purchases and sales of Common Stock within the
past two years.
REASON FOR THE SOLICITATION
The Fund's by-laws contain provisions that authorize the board of
directors to consider measures designed to narrow the discount in the event it
is "substantial." The measures include share repurchases and open-ending the
Fund. I think most investors would agree that the discount has been
"substantial" since the Fund conducted a coercive rights offering last year.
Currently, the discount is about --%. Yet the board has failed to take any
meaningful action to narrow the discount. The board's inaction compounds the
harm that shareholders suffered as a result of its decision to conduct an ill
timed rights offering. That rights offering led to a severe decline in the stock
price, diluted the NAV and may jeopardize the level of the monthly dividend that
shareholders have come to rely on. I am conducting this contest in order to give
shareholders an opportunity to elect directors who are committed to (1) undo the
damage caused by the action of the incumbent directors, (2) enhance shareholder
value and (3) secure the dividend. To prove their commitment to these goals,
they have agreed to have their fees held in escrow until the discount reaches 6%
or less.
CERTAIN CONSIDERATIONS
In deciding whether to give me your proxy, you should consider the
following:
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 tax consequences for shareholders that cannot
be quantified at this time but that are unlikely to be material.
I believe that all shareholders of the Fund will benefit if any actions
taken to improve shareholder value or 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 a
director for a term expiring in 2001.
Name, Address, Age Principal Business Occupation(s)
- ------------------ --------------------------------
Phillip Goldstein (Age 55) Since 1992, Mr. Goldstein has managed
60 Heritage Drive investments for a limited number of clients
Pleasantville, NY 10570 and has served as the portfolio manager and
president of the general partner of a
private investment partnership. Mr.
Goldstein has been an advocate for
shareholder rights since 1996. Since 1998,
he has been a director of Clemente Strategic
Value Fund, a registered closed-end
investment company.
Glenn Goodstein (Age 37) Since 1992, Mr. Goodstein has managed
16830 Adlon Boulevard investments for a limited number of clients.
Encino, CA 91436 Between 1988 and 1996, Mr. Goodstein held
several executive positions with Automatic
Data Processing.
Andrew Dakos (Age 33) Private investor. Vice President -- Sales,
14 Mill Street UVitec Printing Ink, Inc. since 1997, Sales
Lodi, NJ 07644 Manager 1992-1997.
Gerald Hellerman (Age 62) Managing director of Hellerman Associates;
10965 Eight Bells Lane Trustee of Third Avenue Value Trust;
Columbia, MD 21044 Director of Clemente Strategic Value Fund
since 1998.
As of March --, 2000 Mr. Goldstein and Mr. Goodstein beneficially own
- ------ and ------ shares of the Fund respectively. Neither Mr. Dakos nor Mr.
Hellerman own any shares.
Other than fees that may be payable by the Fund to its directors, I
have no 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 IN FAVOR of 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, if any, as is designated by the persons named as proxies.
RATIFICATION OF THE INDEPENDENT AUDITOR
The incumbent board of directors has selected PricewaterhouseCoopers ("PwC") as
the independent accountants of the Fund for the fiscal year ending December 31,
2000. On January 6, 1999, the Securities and Exchange Commission released a
report that documented numerous violations by PwC of the Commission's
independence rules. Without further information, I cannot make any
recommendation with respect to the ratification of the selection of PwC.
Therefore, in the absence of contrary instructions, the persons named as proxies
on the GREEN proxy card intend to vote TO ABSTAIN on this matter.
THE SOLICITATION
I am making this solicitation personally. Persons affiliated with or
employed by the general partner of the investment partnership that I manage may
assist me in the solicitation of proxies. They will not receive any special
compensation for their services. 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. I
estimate that my expenses will be about $50,000. As of March --, 2000, my
expenses have been approximately $-----. If I am not reimbursed by the Fund, I
may seek reimbursement 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: April --, 2000
EXHIBIT 1: SECURITIES OF THE FUND PURCHASED OR SOLD
WITHIN THE PAST TWO YEARS BY THE SOLICITING SHAREHOLDER
Except as disclosed in this proxy statement, I have not had any
interest, direct or indirect in the Fund. The following table sets forth certain
information with respect to purchases and sales of shares of Common Stock of the
Fund within the past two years by me and by accounts holding shares as to which
I am deemed to be the beneficial owner (the "Accounts"). Some of the shares are
held in margin accounts, together with other securities. Therefore, a portion of
the purchase price and market value of the shares may from time to time be
represented by margin borrowings, depending upon the net debit balances, if any,
of the margin accounts, which fluctuate daily.
Date Shares Purchased Date Shares Purchased Date Shares Sold
PROXY CARD
PROXY SOLICITED IN OPPOSITION TO THE BOARD OF DIRECTORS
OF
CREDIT SUISSE ASSET MANAGEMENT STRATEGIC GLOBAL INCOME FUND, INC.
BY PHILLIP GOLDSTEIN
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY --, 2000
The undersigned hereby appoints 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 Credit Suisse
Asset Management Strategic Global Income Fund, Inc. (the "Fund") to be held at
- ------ on -------, May --, 2000, at --------------------------------------------
(the "Meeting"), 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. The proxies may also temporarily
decline to attend the meeting, thereby preventing a quorum in order to solicit
additional proxies or for other reasons.
(INSTRUCTIONS: Mark votes by placing an "x" in the appropriate [ ].)
1. ELECTION OF ONE CLASS III DIRECTOR.
FOR all of the nominees listed below [ ] WITHHOLD AUTHORITY [ ]
(except as indicated to the to vote for all of the nominees
contrary below) listed below
PHILLIP GOLDSTEIN, GLENN GOODSTEIN, ANDREW DAKOS, GERALD HELLERMAN
To withhold authority to vote for one or more nominees, enter the names
of the nominee(s) below.
----------------------------------------------------------------------
2. To ratify the selection by the Board of Directors of PricewaterhouseCoopers
LLP as the Fund's independent accountants for the fiscal year ending
December 31, 2000:
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 IN FAVOR OF THE
ELECTION OF THE NOMINEES NAMED ABOVE IN ITEM 1 AND WILL ABSTAIN FROM VOTING ON
PROPOSAL 2. THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE PROXY STATEMENT
DATED APRIL --, 2000 OF PHILLIP GOLDSTEIN. THE UNDERSIGNED HEREBY REVOKES ANY
PROXY HERETOFORE EXECUTED BY THE UNDERSIGNED RELATING TO THE SUBJECT MATTER
HEREOF AND CONFIRMS ALL THAT THE PROXIES MAY LAWFULLY DO BY VIRTUE HEREOF.
(IMPORTANT - PLEASE FILL IN DATE)
This proxy card is provided by Phillip Goldstein, a shareholder of the Fund.
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: _______________