DEF 14A: Definitive proxy statements
Published on November 15, 1999
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:
Please Vote Immediately by Signing and
Returning the Enclosed Proxy Card. Delay may cause
the Fund to incur additional expenses to solicit
sufficient votes for the meeting.
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 Tuesday, December 21, 1999 at 8:00
a.m., for the following purposes:
1. To elect to the Board of Directors the Nominees, George B. Langa and
Robert D. Anderson, as respectively, Class II Director and Class III
Director, each to serve for a five year term and until his successor
is duly elected and qualified.
2. To ratify the selection of Tait, Weller & Baker as the Fund's
independent auditors.
Stockholders of record at the close of business on November 11, 1999
are entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
Deborah Ann Sullivan
Secretary
New York, New York
November 8, 1999
GLOBAL INCOME FUND, INC.
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PROXY STATEMENT
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Annual Meeting of Stockholders
to be held December 21, 1999
This Proxy Statement, dated November 8, 1999, is furnished in
connection with a solicitation of proxies by the Board of Directors of 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 Tuesday, December 21, 1999 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 November 11, 1999 ("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 5,005,077.640 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
of record on or about November 17, 1999. 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 1-888-847-4200.
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. It is proposed that stockholders
of the Fund elect one Class II Director and one Class III Director to serve for
a five year term, and until his successor is duly elected and qualified. Each
nominee currently serves as a Director of the Fund. The following table sets
forth certain information concerning the nominees for Class II Director and
Class III Director of the Fund.
*Mr. Anderson is an "interested person" because he is an "affiliated person" as
defined in the Investment Company Act of 1940, as amended (the "1940 Act").
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 nominee. It is not contemplated that either nominee
will be unable to serve as a Director for any reason, but if that should occur
prior to the Meeting, the proxyholders reserve the right to substitute another
person of their choice as
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nominee. Each nominee listed above has consented to being named in this Proxy
Statement and has agreed to serve as a Director if elected.
The Fund has an audit committee comprised of Peter K. Werner, George
B. Langa, and Thomas B. Winmill, 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.
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.
The executive officers, other than those who serve as Directors, and
their relevant biographical information are set forth below:
STEVEN A. LANDIS - Senior Vice President. He also is Senior Vice
President of the other investment companies in the Investment Company Complex,
and the Investment Manager and certain of its affiliates. From 1993 to 1995, he
was Associate Director - Proprietary Trading at Barclays de Zoete Wedd
Securities Inc., and, from 1992 to 1993, he was Director, Bond Arbitrage at WG
Trading Company. He was born on March 1, 1955.
JOSEPH LEUNG, CPA - Treasurer and Chief Accounting Officer. He also
is Treasurer and Chief Accounting Officer of the other investment companies in
the Investment Company Complex, and the Investment Manager and its affiliates.
From 1992 to 1995, he held various positions with Coopers & Lybrand LLP, a
public accounting firm. He is a member of the American Institute of Certified
Public Accountants. He was born on September 15, 1965.
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DEBORAH ANN SULLIVAN - Vice President, Secretary and Chief
Compliance Officer. She also is Vice President, Secretary and Chief Compliance
Officer of the other investment companies in the Investment Company Complex, and
the Investment Manager and certain of its affiliates. From 1993 to 1994, she was
the Blue Sky Paralegal for SunAmerica Asset Management Corporation and, from
1992 to 1993, she was Compliance Administrator and Blue Sky Administrator with
Prudential Securities, Inc. and Prudential Mutual Fund Management, Inc. She is a
member of the New York State Bar. She was born on June 13, 1969.
The address of each executive officer of the Fund is 11 Hanover
Square, New York, New York 10005.
The following table presents certain information regarding the
beneficial ownership of the Fund's shares as of the Record Date by each officer
and Director of the Fund owning shares on such date. In each case, such amount
constitutes less than 1% of the Fund's outstanding shares.
Name of Officer or Director Number of Shares
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Robert D. Anderson 200
Steven A. Landis 3000
George B. Langa 100
Joseph Leung 0
Deborah Ann Sullivan 0
Peter K. Werner 352.371
Bassett S. Winmill 2500
Thomas B. Winmill 198.044
WCI and its subsidiaries, of which Bassett S. Winmill may be deemed
a controlling person, also own in the aggregate 1,490.230 Fund shares. Mr.
Winmill disclaims beneficial ownership of such shares.
The Fund pays its Directors who are not "interested persons" of the
Fund an annual retainer of $2,500, and a per meeting fee of $2,750, 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 4 Board meetings and 1 audit and no executive committee
meetings during the Fund's most recently completed fiscal year. Each Director
attended all Board and committee meetings held during such year during the
period such Director was in office. For the fiscal year ended June 30, 1999, the
aggregate amount of compensation paid to the nominee by the Fund and by all
other investment companies advised by CEF Advisers, Inc. (the "Investment
Manager"), the Fund's investment adviser, and its affiliates (collectively, the
"Investment Company Complex") for which such nominee is a Board member (the
number of which is set forth in parenthesis next to the nominee's total
compensation) was as follows:
The aggregate amount of compensation paid to each continuing
Director by the Fund and by all other funds in the Investment Company Complex
for which such continuing Director is a Board Member (the number of which is set
forth in parenthesis next to the continuing Director's total compensation) for
the fiscal year ended June 30, 1999, was as follows:
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
June 30, 1999, the Fund paid the Investment Manager investment management fees
of $211,729. 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, of the Investment Manager. In February and March 1999,
Robert D. Anderson, Bassett S. Winmill and Thomas B. Winmill sold 29,000,
36,500, and 52,250 shares respectively of WCI's Class A common stock
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on the open market at prices varying between $3.69 and $9.25 per share. In
September 1999, Robert D. Anderson, Bassett S. Winmill, and Thomas B. Winmill
received from WCI, respectively, 10,000, 40,000, and 40,000 incentive stock
options to purchase shares of WCI's Class A common stock at, respectively,
$2.375, $2.6125, and $2.6125 per share. These options expire after five years.
Vote Required
Inasmuch as the election of the nominees was approved by the vote of
a majority of the Board of Directors, the election of the nominees requires the
affirmative vote of a plurality of the votes cast at the Meeting.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that the Fund's independent auditors be
selected by a majority of those Directors who are not "interested persons" (as
defined in the 1940 Act) of the Fund; that such selection be submitted for
ratification or rejection at the Meeting; and that the employment of such
independent auditors be conditioned upon the right of the Fund, by vote of a
majority of its outstanding securities at any meeting called for that purpose,
to terminate such employment forthwith without penalty. The Fund's Board of
Directors, including a majority of those Directors who are not "interested
persons," approved the selection of Tait, Weller & Baker for the fiscal period
commencing July 1, 1999 at a Board meeting held on September 8, 1999.
Accordingly, the selection by the Fund's Board of Tait, Weller & Baker as
independent auditors for the fiscal period commencing July 1, 1999 is submitted
to stockholders for ratification or rejection. Apart from its fees received as
independent auditors, neither Tait, Weller & Baker nor any of its partners has a
direct, or material indirect, financial interest in the Fund or the Investment
Manager. Tait, Weller & Baker has acted as independent auditors of the Fund
since its organization, and acts as independent auditors of WCI. The Fund's
Board believes that the continued employment of the services of Tait, Weller &
Baker, as described herein, is in the best interests of the Fund. A
representative of Tait, Weller & Baker is expected to be present at the Meeting,
will have the opportunity to make a statement, and will be available to respond
to appropriate questions.
THE FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF TAIT,
WELLER & BAKER AS INDEPENDENT AUDITORS OF THE FUND.
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 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. In
determining whether to adjourn the meeting the following factors may be
considered: the nature of the proposals that are the subject of 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 of the proposals in this
Proxy Statement 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. Abstentions, however, will
have the effect of a "no" vote for the purpose of obtaining requisite approval
for Proposals 2.
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. In addition, the Fund will retain D.F. King & Co., Inc.
("D.F. King"), 77 Water Street, 20th Floor, New York, NY 10005, to solicit
proxies on behalf of its Board for a fee estimated at $4,000 plus expenses,
primarily by contacting stockholders by telephone and telegram. Authorizations
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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 48
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 instruction
are not correctly reflected in the confirmation. Stockholders requiring further
information with respect to telephonic voting instructions or the proxy
generally should contact D.F. King toll-free at 1-800-431-9646. 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 the 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 September
11, 1999 pursuant to Rule 14a-4(c)(1) of the Securities Exchange Act of 1934, as
amended (the "1934 Act"). The deadline for submitting shareholder proposals for
inclusion in the Fund's proxy statement and form of proxy for the Fund's next
annual meeting is July 12, 2000 pursuant to Rule 14a- 8(e)2 of the 1934 Act. The
date after which notice of a shareholder proposal submitted outside the
processes of Rule 14a-8 under the 1934 Act is considered untimely is September
24, 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 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 (a) in the case of an
annual meeting, not less than sixty (60) calendar days nor more than ninety (90)
calendar days prior to the anniversary date of the immediately preceding annual
meeting of stockholders; 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 (60th) 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; and (b) in the case
of a special meeting of stockholders called for the purpose of electing
directors, not later than the close of business on the tenth (10th) calendar day
following the day on which notice of the date of the special meeting was mailed
or public disclosure of the date of the special meeting was made, whichever
first occurs. For the foregoing purposes, 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 and regulations thereunder) of the 1940 Act.
To the knowledge of the management of the Fund, no person
beneficially owned 5% or more of the outstanding shares of the Fund as of the
Record Date.
As set forth in the Fund's Articles of Incorporation, 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 previously approved by the vote of a majority of
the Continuing Directors, 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.
Notice to Banks, Broker/Dealers and Voting Trustees and Their Nominees
Please advise the Fund, at its principal executive offices, to the
attention of Deborah Ann Sullivan, Secretary, 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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Global Income Fund, Inc. Proxy/Voting Instruction Card
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This proxy is solicited by and on behalf of the Fund's Board of Directors for
the Annual Meeting of Stockholders on December 21, 1999, and at any postponement
or adjournment thereof.
The undersigned stockholder of Global Income Fund, Inc. (the "Fund") hereby
appoints Thomas B. Winmill and Deborah Ann Sullivan and each of them, the
attorneys and proxies of the undersigned, with full power of substitution in
each of them, to attend the Annual Meeting of Stockholders to be held held at
the offices of the Fund at 11 Hanover Square, New York, New York on Tuesday,
December 21, 1999 at 8:00 a.m., and at any postponement or adjournment thereof
("Meeting") to cast on behalf of the undersigned all votes that the undersigned
is entitled to cast at the Meeting and otherwise to represent the undersigned at
the Meeting with all of the powers the undersigned 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 undersigned hereby acknowledges receipt of the Notice of the
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.
Sign here as name(s) appear to the left.
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Signature(s) should be exactly as name or names appearing 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.
Dated: , 1999
Please fold and detach card at perforation before mailing.
Your vote is important! Please sign and date the
proxy/voting instructions card above and return it
promptly in the enclosed postage-paid envelope or
otherwise to Global Income Fund, Inc. c/o Boston
EquiServe, P.O. Box 9391, Boston, MA 02205-9969 so that
your shares can be represented at the Meeting.
Global Income Fund, Inc. Please mark your votes as in this example: (record)
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Please sign, date and return this proxy/voting instructions 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 Fund Board's
recommendations.
1. To elect to the Board of Directors the Nominees, George B. Langa and
Robert D. Anderson, as respectively, Class II Director and Class III
Director, each to serve for a five year term and until his successor
is duly elected and qualified.
|_|FOR All Nominees |_|WITHHOLD authority only |_|WITHHOLD authority for
for those Nominee(s) whose ALL Nominees
name(s) I have written below
2. To ratify the selection of Tait, Weller & Baker as the Fund's
independent auditors.
|_| FOR |_|AGAINST |_|ABSTAIN
Please fold and detach card at perforation before mailing.
Proxy to be signed and dated on the reverse side.