DEF 14A: Definitive proxy statements
Published on August 28, 2002
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 (ss.) 240.14a-11(c) or
(ss.) 240.14a-12
Global Income 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 if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary 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:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
GLOBAL INCOME FUND, INC.
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Notice of Annual Meeting of Stockholders
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To the Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of Global
Income Fund, Inc. (the "Fund") will be held at the offices of the Fund at 11
Hanover Square, New York, New York on Wednesday, October 2, 2002 at 8:00 a.m.,
for the following purposes:
1. To elect to the Board of Directors the Nominees, David R. Stack and Bassett
S. Winmill, respectively, as Class III Director and Class V Director, each
to serve for a three year term and five year term, respectively, and until
his successor is duly elected and qualified.
Stockholders of record at the close of business on August 5, 2002 are
entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
/s/ Monica Pelaez
Monica Pelaez
Secretary
New York, New York
August 26, 2002
Please Vote Immediately by Signing and Returning the Enclosed Proxy Card.
Delay may cause the Company to incur additional expenses to solicit votes for
the meeting.
GLOBAL INCOME FUND, INC.
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held October 2, 2002
This Proxy Statement, dated August 26, 2002, is furnished in connection
with a solicitation of proxies by Global Income Fund, Inc. (the "Fund") to be
voted at the Annual Meeting of Stockholders of the Fund to be held at the
offices of the Fund at 11 Hanover Square, New York, New York on Wednesday,
October 2, 2002 at 8:00 a.m., and at any postponement or adjournment thereof
("Meeting") for the purposes set forth in the accompanying Notice of Annual
Meeting of Stockholders. Stockholders of record at the close of business on
August 5, 2002 ("Record Date") are entitled to be present and to vote at the
Meeting. Stockholders are entitled to one vote for each Fund share held, and
fractional votes for each fractional Fund share held. Shares represented by
executed and unrevoked proxies will be voted in accordance with the
specifications made thereon. If the enclosed form of proxy is executed and
returned, it nevertheless may be revoked by another proxy or by letter or
telegram directed to the Fund, which must indicate the stockholder's name. To be
effective, such revocation must be received prior to the Meeting. In addition,
any stockholder who attends the Meeting in person may vote by ballot at the
Meeting, thereby canceling any proxy previously given. As of the Record Date,
the Fund had 5,411,360.000 shares of common stock issued and outstanding.
Stockholders of the Fund will vote as a single class.
It is estimated that proxy materials will be mailed to stockholders as of
the Record Date, on or about August 28, 2002. The Fund's principal executive
offices are located at 11 Hanover Square, New York, New York 10005. Copies of
the Fund's most recent Annual and Semi-Annual Reports are available without
charge upon written request to the Fund at 11 Hanover Square, New York, New York
10005, or by calling toll-free 1-800-278-4353.
Proposal 1: Election of Directors
The Fund's Board of Directors is divided into five classes with the term of
office of one class expiring each year. At the Board of Directors meeting held
on June 12, 2002, the Board voted to approve the election of each nominee listed
below. It is proposed that stockholders of the Fund elect one Class III Director
and one Class V Director, each to serve for a three year and five year term,
respectively and until his successor is duly elected and qualified. The nominee
Bassett S. Winmill currently serves as a Director of the Fund. Robert D.
Anderson, Frederick A. Parker, Jr., and Douglas Wu, who currently serve as
Directors of the Fund, intend to resign effective October 2, 2002 if David R.
Stack is elected as proposed and the size of the Board will be reduced
accordingly from seven to five members. Unless otherwise noted, the address of
record for the Directors and officers is 11 Hanover Square, New York, New York
10005. The following table sets forth certain information concerning the
nominees for Class III and Class V Directors of the Fund.
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* Mr. Winmill is an "interested person" of the Fund as defined in the Investment
Company Act of 1940, as amended (the "1940 Act") due to his affiliation with the
Investment Manager. ** Mr. Winmill is the father of Thomas B. Winmill, the
President, Chief Executive Officer, and General Counsel of the Fund.
If David R. Stack is elected as proposed, Robert D. Anderson, Frederick
Parker, Jr. and Douglas Wu currently intend to resign effective October 2, 2002
and the size of the Board will be reduced accordingly from seven to five
members. Information relevant to the continuing Directors is set forth below.
Each Director who is deemed to be an "interested person" because he is an
"affiliated person" as defined in the 1940 Act is indicated by an asterisk.
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* Mr. Winmill is an "interested person" of the Fund as defined in the Investment
Company Act of 1940, as amended (the "1940 Act") due to his affiliation with the
Investment Manager. ** Mr. Winmill is a son of Bassett S. Winmill, the Chairman
of the Board of the Fund.
The persons named in the accompanying form of proxy intend to vote each
such proxy for the election of the nominees listed above, unless stockholders
specifically indicate on their proxies the desire to withhold authority to vote
for the nominees. It is not contemplated that the nominees will be unable to
serve as a Director for any reason, but if that should occur prior to the
Meeting, the proxy holders reserve the right to substitute another person or
persons of their choice as nominees. The nominees listed above have consented to
being named in this Proxy Statement and have agreed to serve as a Director if
elected.
The Fund has an audit committee, the function of which is routinely to
review financial statements and other audit- related matters as they arise
throughout the year. The Fund has an executive committee comprised of Thomas B.
Winmill, the function of which is to exercise the powers of the Board of
Directors between meetings of the Board to the extent permitted by law to be
delegated and not delegated by the Board to any other committee. Mr. Winmill is
an "interested person" because he is an "affiliated person" as defined in the
1940 Act. The Fund has no standing nominating or compensation committee or any
committee performing similar functions.
Unless otherwise noted, the address of record for the officers is 11
Hanover Square, New York, New York 10005. The executive officers, other than
those who serve as Directors, and their relevant biographical information are
set forth below:
Name and Age Principal Occupation During Past 5 years
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William G. Vohrer Chief Accounting Officer, Chief Financial
Born on August 17, 1950 Officer, Treasurer and Vice President since
2001. He is also Chief Accounting Officer, Chief
Financial Officer, Treasurer and Vice President
of the other investment companies in the
Investment Company Complex and WCI and certain
of its affiliates. From 1999 to 2001, he
consulted on accounting matters. From 1994 to
1999, he was Chief Financial Officer and
Financial Operations Principal for Nafinsa
Securities, Inc., a Mexican securities
broker/dealer.
Marion E. Morris Senior Vice President since 2000. She is a
Born on June 17, 1945 Senior Vice President of the Investment Manager
and all the Funds. She is Director of Fixed
Income and a member of the Investment Policy
Committee of the Investment Manager. From 1997
to 2000, she acted as general manager of Michael
Trapp, a landscape designer. Previously, she
served as Vice President of Salomon Brothers,
The First Boston Corporation and Cantor
Fitzgerald.
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Monica Pelaez Vice President, Secretary and Chief Compliance
Born on November 5, 1971 Officer since 2000. She is also Vice President,
Secretary and Chief Compliance Officer of the
other investment companies in the Investment
Company Complex and WCI and certain of its
affiliates. Previously, she was Special
Assistant Corporation Counsel to New York City
Administration for Children's Services from 1998
to 2000 and an attorney with Debevoise &
Plimpton in 1997. She earned her Juris Doctor
from St. John's University School of Law in
1997. She is a member of the New York State Bar.
The following table sets forth information regarding the beneficial
ownership of the Fund's outstanding shares as of the Record Date by (i) each
director, nominee and executive officer and (ii) all directors and executive
officers as a group. There have been no purchases or sales in excess of $50,000
of securities of the Investment Manager or WCI since the beginning of the most
recently completed fiscal year by any director or executive officer, or any
nominee for election as a director of the Fund.
** Less than 1% of the outstanding shares
To the knowledge of the Fund's management, as of the date of the proxy
statement, no stockholder beneficially owned 5% or more of the outstanding
shares of the Fund.
The following table sets forth information describing the dollar range of
equity securities beneficially owned by each Director and nominee of the Fund
and on an aggregate basis, the Investment Company Complex as of the Record Date:
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Currently, the Fund pays its Directors who are not "interested persons" or
affiliated with the Investment Manager, an annual retainer of $1,400, and a per
meeting fee of $1,525, and reimburses them for their meeting expenses. The Fund
also pays such Directors $250 per special telephonic meeting attended and per
committee meeting attended. The Fund does not pay any other remuneration to its
executive officers and Directors, and the Fund has no bonus, pension,
profit-sharing or retirement plan. The Fund had four Board meetings, one audit
committee meeting, and no executive committee meetings during the Fund's most
recently completed full fiscal year ended December 31, 2001. Each Director
attended all Board and committee meetings held during such periods during the
time such Director was in office.
The aggregate amount of compensation paid to each Director and nominee by
the Fund and by the other investment companies in the Investment Company Complex
for which such Director or nominee was a board member (the number of which is
set forth in parenthesis next to the Director or nominee's name) for the year
ended December 31, 2001, is as follows:
*During the fiscal year 2001 there were nine investment companies managed by the
Investment Manager and its affiliates during all or a portion of the year ended
December 31, 2001. There are currently seven investment companies managed by
Investment Manager and its affiliates.
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The Investment Manager, located at 11 Hanover Square, New York, New York
10005, is a wholly-owned subsidiary of WCI, a publicly-owned company whose
securities are listed on The Nasdaq Stock Market. During the fiscal year ended
December 31, 2001, the Fund paid the Investment Manager investment management
fees of $208,607. Bassett S. Winmill, a Director of the Fund, may be deemed a
controlling person of WCI on the basis of his ownership of 100% of WCI's voting
stock and, therefore, a controlling person of the Investment Manager.
Audit Committee Report
In accordance with its written charter adopted by the Board of Directors,
the Audit Committee assists the Board of Directors in fulfilling its
responsibility for oversight of the quality and integrity of the Fund's
financial reporting practices. The Audit Committee's primary duties and
responsibilities are to: (i) monitor the integrity of the Fund's financial
reporting process and systems of internal controls regarding finance, accounting
and legal compliance; (ii) monitor the independence and performance of the
Fund's independent public accountants and monitor the overall performance of the
Fund accounting agent; and (iii) provide an avenue of communication among the
independent public accountants, management, the Fund accounting agent and the
Board of Directors. The Audit Committee met one time in fiscal 2001.
In discharging its oversight responsibility as to the audit process, the
Audit Committee discussed with the independent auditors their independence from
the Fund and its management. In addition, the independent auditors provided the
Audit Committee with written disclosure regarding their independence and the
letter required by Independence Standards Board Standard No. 1.
The Audit Committee discussed and reviewed with the independent auditors
all communications required by generally accepted auditing standards, including
those described in Statement on Auditing Standards No. 61 Communication with
Audit Committees, and discussed and reviewed the results of the independent
auditors' examination of the Fund's financial statements. The Audit Committee
reviewed the audited financial statements of the Fund for the fiscal year ended
December 31, 2001 with management and the independent auditors. Management has
the responsibility for the preparation of the Fund's financial statements and
the independent auditors have the responsibility for the examination of those
statements.
Based upon review and discussions with management and the independent
auditors, the Audit Committee recommended to the Board of Directors that the
Fund's audited financial statements be included in its Annual Report for the
fiscal year ended December 31, 2001 for filing with the Securities and Exchange
Commission. This report shall not be deemed incorporated by reference by any
general statement incorporating by reference this Proxy Statement into any
filing under the Securities Act of 1933, as amended, or the Securities Act of
1934, as amended, and shall not otherwise be deemed filed under such Acts. The
Audit Committee Members are: George B. Langa, Frederick A. Parker, Jr., Peter K.
Werner and Douglas Wu. The Audit Committee members are independent, as defined
in section 121(A) of the listing standards of the American Stock Exchange.
Tait, Weller & Baker ("Tait, Weller") has been selected as independent
accountants for the Fund for the fiscal period commencing January 1, 2002. Tait,
Weller also acts as independent accountants of WCI and the other funds in the
Investment Company Complex. Apart from its fees received as independent
auditors, neither Tait, Weller nor any of its partners has a direct, or material
indirect, financial interest in the Fund or its affiliates. Representatives of
Tait, Weller are not expected to be present at the Meeting but have been given
the opportunity to make a statement if they so desire and are expected to be
available to respond to appropriate questions.
Audit services provided by Tait, Weller during the most recent fiscal year
included the audit of the financial statements of the Fund. During the fiscal
year ended December 31, 2001, the fees for services rendered to the Fund by
Tait, Weller were:
Financial Information Systems Design and
Audit Fees Implementation Fees* All Other Fees*
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$18,500 $0 $79,300
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* This amount includes fees for services rendered by Tait, Weller to the Fund,
the Investment Manager and entities controlling, controlled by, or under common
control with the Investment Manager that provide services to the Fund. The Audit
Committee has considered the provision of these services and has determined such
services to be compatible with maintaining Tait, Weller's independence.
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ADDITIONAL INFORMATION
A quorum is constituted with respect to the Fund by the presence in person
or by proxy of the holders of a majority of the outstanding shares of the Fund
entitled to vote at the Meeting. In the event that a quorum is not present at
the Meeting, or if a quorum is present but sufficient votes to approve the
proposal are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the meeting the following factors may be
considered: the nature of the proposal(s) presented at the Meeting, the
percentage of votes actually cast, the percentage of negative votes actually
cast, the nature of any further solicitation, and the information to be provided
to stockholders with respect to the reasons for the solicitation. Any
adjournment will require the affirmative vote of a majority of those shares
affected by the adjournment that are represented at the meeting in person or by
proxy. A stockholder vote may be taken for one or more proposals prior to any
adjournment if sufficient votes have been received for approval. If a quorum is
present, the persons named as proxies will vote those proxies which they are
entitled to vote "for" a proposal in favor of any adjournment, and will vote
those proxies required to be voted "against" a proposal against any adjournment.
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
of the Fund on a particular matter with respect to which the broker or nominee
does not have discretionary power) or marked with an abstention (collectively,
"abstentions"), the Fund's shares represented thereby will be considered to be
present at the Meeting for purposes of determining the existence of a quorum for
the transaction of business. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue.
In addition to the use of the mails, proxies may be solicited personally,
by telephone, or by other means, and the Fund may pay persons holding its shares
in their names or those of their nominees for their expenses in sending
soliciting materials to their principals. The Fund will bear the cost of
soliciting proxies. Authorizations to execute proxies may be obtained by
telephonic instructions in accordance with procedures designed to authenticate
the stockholder's identity. In all cases where a telephonic proxy is solicited,
the stockholder will be asked to provide his or her address, social security
number (in the case of an individual) or taxpayer identification number (in the
case of an entity) or other identifying information and the number of shares
owned and to confirm that the stockholder has received the Fund's Proxy
Statement and proxy card in the mail. Within 72 hours of receiving a
stockholder's telephonic voting instructions and prior to the Meeting, a
confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a
telephone number to call immediately if the stockholder's instructions are not
correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact the Fund's transfer agent at 1-800-278-4353. Any
stockholder giving a proxy may revoke it at any time before it is exercised by
submitting to the Fund a written notice of revocation or a subsequently executed
proxy or by attending the meeting and voting in person.
Discretionary Authority; Submission Deadlines for Stockholder Proposals
Although no business may come before the Meeting other than that specified
in the Notice of Annual Meeting of Stockholders, shares represented by executed
and unrevoked proxies will confer discretionary authority to vote on matters
which the Fund did not have notice of by August 6, 2002 pursuant to Rule
14a-4(c)(1) of the 1934 Act. The deadline for submitting stockholder proposals
for inclusion in the Fund's proxy statement and form of proxy for the Fund's
next annual meeting is April 30, 2003, pursuant to Rule 14a-8(e)2 of the 1934
Act. The date after which notice of a stockholder proposal submitted outside the
processes of Rule 14a-8 is considered untimely is June 29, 2003, as established
by the Fund's By- Laws, as amended December 13, 2000. In addition, for a
nomination to be made by a stockholder or for any other business to be properly
brought before the annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Secretary of the Fund
in the manner set forth in the Fund's By-laws. As of the date hereof, the Fund's
By-laws provide that to be timely, a stockholder's notice to the Secretary must
be delivered to or mailed and received at the principal executive offices of the
Fund not less than sixty (60) calendar days and not more than ninety (90)
calendar days prior to the anniversary date of the mailing date of the notice of
the preceding year's annual meeting; provided, however, that in the event that
the annual meeting is called for a date that is not within thirty (30) calendar
days before or sixty (60) calendar days after such anniversary date, notice by
the stockholder in order to be timely must be so received not later than the
close of business on the later of the sixtieth (60) calendar day prior to such
annual meeting or the tenth (10th) calendar day following the day on which
notice of the date of the annual meeting was mailed or public disclosure of the
date of the annual meeting was made, whichever first occurs. For purposes of
that provision, the date of a public disclosure shall include, but not be
limited to, the date on which such disclosure is made in a press release
reported by the Dow Jones News Services, the Associated Press or any comparable
national news service or in a document publicly filed by the Fund with the
Securities and Exchange Commission pursuant to Sections 13, 14 or 15 (d) (or the
rules and regulations thereunder) of the 1934 Act or pursuant to Section 30 (or
the rules or regulations thereunder) of the 1940 Act.
As set forth in the Fund's Charter, any action submitted to a vote by
stockholders requires the affirmative vote of at least eighty percent (80%) of
the outstanding shares of all classes of voting stock, voting together, in
person or by proxy at a meeting at which a quorum is present, unless such action
is approved by the vote of a majority of the Board of Directors,
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in which case such action requires (A) if applicable, the proportion of votes
required by the 1940 Act, or (B) the lesser of (1) a majority of all the votes
entitled to be cast on the matter with the shares of all classes of voting stock
voting together, or (2) if such action may be taken or authorized by a lesser
proportion of votes under applicable law, such lesser proportion.
Compliance with Section 16(a) Beneficial Ownership Reporting
Section 16(a) of the Securities Exchange Act of 1934, and rules thereunder,
requires the Fund's directors and officers, and any persons holding 10% or more
of its common stock, to file reports of ownership and changes in ownership with
the Securities and Exchange Commission and the American Stock Exchange. Based on
the Fund's review, the Fund believes that during the calendar year 2001 one late
filing was made with respect to a Form 5 filed on behalf of Peter K. Werner.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Fund's transfer agent American Stock Transfer and Trust
Company at 1-800-278-4353 whether other persons are the beneficial owners of the
shares for which proxies are being solicited and, if so, the number of copies of
this Proxy Statement and other soliciting material you wish to receive in order
to supply copies to the beneficial owners of shares.
It is important that proxies be returned promptly. Therefore, stockholders who
do not expect to attend the meeting in person are urged to complete, sign, date
and return the enclosed proxy card in the enclosed postage-paid envelope.
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PROXY/VOTING INSTRUCTION CARD
GLOBAL INCOME FUND, INC.
This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Annual Meeting of Stockholders on October 2, 2002 and at any postponement
or adjournment thereof.
The stockholder(s) of Global Income Fund, Inc. (the "Fund") signing on the
reverse of this card hereby appoints Thomas B. Winmill and Monica Pelaez and
each of them, the attorneys and proxies of the signer, with full power of
substitution in each of them, to attend the Annual Meeting of Stockholders to be
held at the offices of the Fund at 11 Hanover Square, New York, New York on
Wednesday, October 2, 2002 at 8:00 a.m., and at any postponement or adjournment
thereof (the "Meeting") to cast on behalf of the signer all votes that the
signer is entitled to cast at the Meeting and otherwise to represent the signer
at the Meeting with all of the powers the signer possesses and especially (but
without limiting the general authorization and power hereby given) to vote as
indicated on the proposals, as more fully described in the proxy statement for
the Meeting. The signer hereby acknowledges receipt of the Notice of Annual
Meeting and the accompanying Proxy Statement and revokes any proxy heretofore
given for the Meeting. If no directions are given, the proxies will vote FOR all
proposals and in their discretion on any other matter that may properly come
before the Meeting.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE
Please mark, date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
GLOBAL INCOME FUND, INC.
October 2, 2002
Please Detach and Mail in the Envelope Provided
________________________________________________________________________________
| | Please mark your votes
| X | as in this example:
| |
1. To elect to the Board of Directors the Nominees, David R. Stack and Bassett
S. Winmill, respectively, as Class III Director and Class V Director, each
to serve for a three year term and five year term, respectively, and until
his successor is duly elected and qualified.
WITHHOLD
FOR AUTHORITY
the nominees for the nominees
| | | | Nominees:
| | | | (01) David R. Stack
| | | | (02) Bassett S. Winmill
{Instructions: To withhold authority to
vote for any individual nominee, write
that nominee's name in the space provided
below.}
__________________________________________
Signature(s) should be exactly as name or names appearing in the address on this
form. Please sign this proxy and return it promptly whether or not you plan to
attend the Meeting. If signing for a corporation or partnership or as agent,
attorney or fiduciary, indicate the capacity in which you are signing. If you do
attend the Meeting and decide to vote by ballot, such vote will supersede this
proxy.
Please sign, date and return this proxy/voting instruction card promptly in the
enclosed postage-paid envelope. If no direction is given on a proposal, the
proxies will vote FOR the proposal, in accordance with the recommendations of
the Fund's Board of Directors.
Please be sure to sign and date this Proxy.
Your vote is important!
_______________________ _______________________________ Date___________, 2002
Signature Co-Owner Signature
NOTE: Please sign and date the proxy/voting instruction card above and return it
promptly in the enclosed postage-paid envelope or otherwise to Global
Income Fund, Inc. c/o American Stock Transfer and Trust Company, 59 Maiden
Lane, New York, NY 10038 so that your shares can be represented at the
Meeting. Please fold and detach card at perforation before mailing.