-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TJ00dR0DdOrgQI3ZomWPzQT6savJo8TaPvZT3jrAroRexC0/vkOyGVuUK5O6lOEz amHF6ldHN+UcdO6ZWkaPTQ== 0000891092-96-000169.txt : 19960906 0000891092-96-000169.hdr.sgml : 19960906 ACCESSION NUMBER: 0000891092-96-000169 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961016 FILED AS OF DATE: 19960905 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GERMANY FUND INC CENTRAL INDEX KEY: 0000791718 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 133354384 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-04632 FILM NUMBER: 96626209 BUSINESS ADDRESS: STREET 1: 31 W 52ND ST STREET 2: C/O DEUTSCHE BANK CAPITAL CORP CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2124747590 MAIL ADDRESS: STREET 1: 31 WEST 52ND STREET STREET 2: C/O DEUTSCHE BANK CAPITAL CORP CITY: NEW YORK STATE: NY ZIP: 10019 DEFS14A 1 DEFINITIVE PROXY MATERIALS 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 Filed by registrant [X] Filed by a party other than the registrant[ ] Check the appropriate box: [ ] Preliminary proxy statement [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) The Germany Fund, Inc. (Name of Registrant as Specified in Its Charter) The Germany Fund, Inc. (Name of Person(s) Filing Proxy Statement) Payment of filing fee (Check the appropriate box): [ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. (1) Title of each class of securities to which transaction applies: (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: [X] Fee paid 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: THE GERMANY FUND, INC. 31 West 52nd Street New York, New York 10019 -------------------- NOTICE OF SPECIAL MEETING OF STOCKHOLDERS October 16, 1996 -------------------- To our Stockholders: Notice is hereby given that a Special Meeting of Stockholders of The Germany Fund, Inc. (the "Fund") will be held at 2:00 P.M., New York time, on October 16, 1996 at the offices of Deutsche Bank, 31 West 52nd Street, 5th Floor, New York, New York for the following purposes: 1. To change the Fund's subclassification under the Investment Company Act of 1940, as amended, from a diversified to a non-diversified company. 2. To consider and act upon any other business as may come before the meeting or any adjournment thereof. Only holders of record of Common Stock at the close of business on September 5, 1996 are entitled to notice of and to vote at this meeting or any adjournment thereof. Robert R. Gambee Secretary Dated: September 6, 1996 WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. THE GERMANY FUND, INC. 31 West 52nd Street New York, New York 10019 Special Meeting of Stockholders October 16, 1996 --------------- PROXY STATEMENT --------------- This proxy statement is furnished by the Board of Directors of The Germany Fund, Inc. (the "Fund") in connection with the solicitation of proxies for use at a Special Meeting of Stockholders (the "Meeting") to be held at 2:00 P.M., New York time, on October 16, 1996 at the offices of Deutsche Bank, 31 West 52nd Street, 5th Floor, New York, New York, and any adjournments thereof. The purpose of the Meeting and the matters to be acted upon are set forth in the accompanying Notice of Special Meeting of Stockholders. 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 change in subclassification. 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 a subsequently executed proxy, or by attendance at the Meeting and voting in person. The close of business on September 5, 1996 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting. On that date, the Fund had 14,246,672 shares of Common Stock outstanding and entitled to vote. Each share will be entitled to one vote on each matter that comes before the Meeting. It is expected that the Notice of Special Meeting, Proxy Statement and form of Proxy will first be mailed to stockholders on or about September 6, 1996. The change in subclassification (Proposal 1) requires the affirmative vote of the holders of the lesser of (i) more than 50% of the shares outstanding, or (ii) 67% or more of the shares present at the Meeting if more than 50% of the outstanding shares are present at the Meeting. The Fund intends to treat properly executed proxies that are marked "abstain" and broker non-votes (defined below) as present for the purposes of determining whether a quorum has been achieved at the Meeting. Under Maryland law, abstentions do not constitute a vote "for" or "against" a matter and will be disregarded in determining the "votes cast" on an issue. If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote, it 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 on a particular matter with respect to which the broker or nominee does not have discretionary power). Because of the affirmative vote required for Proposal 1, abstentions and broker non-votes will have the same effect as votes cast "against" Proposal 1. The date of this Proxy Statement is September 6, 1996. PROPOSAL 1: CHANGE OF SUBCLASSIFICATION UNDER THE 1940 ACT At present, the Fund is subject to portfolio diversification requirements imposed by the diversification requirements applicable to regulated investment companies under the U.S. Internal Revenue Code of 1986 (the "Code"), and by the Fund's current subclassification under the Investment Company Act of 1940, as amended (the "1940 Act") as a diversified investment company. Deutsche Morgan Grenfell/C.J. Lawrence Inc., the Fund's manager (the "Manager") and Deutsche Asset Management GmbH (the "Investment Adviser"), have found the diversification requirements of the 1940 Act to be the most constraining of the two sets of diversification requirements. The Manager, the Investment Adviser and the Fund's Board of Directors believe that the Fund would have greater investment flexibility if the Fund changed its subclassification under the 1940 Act so that the Fund would no longer be subject to the diversification requirements of the 1940 Act. To this end, the Board of Directors recommends that the Fund's shareholders approve the change in the Fund's subclassification under the 1940 Act from a diversified company to a non-diversified company. The Fund would remain subject to the diversification requirements applicable to it under the Code. Under the 1940 Act, a diversified company must have at least 75% of the value of its total assets represented by cash and cash items (including receivables), U.S. Government securities, securities of other investment companies, and other securities limited in respect of any one issuer to an amount not greater in value than 5% of the value of the total assets of the investment company, and to not more than 10% of the outstanding voting securities of such issuer. Under the Code, to qualify as a regulated investment company, the Fund must, among other things, diversify its holdings so that, at the end of each quarter of its taxable year, (i) at least 50% of the market value of the Fund's total assets is represented by cash (including cash items and receivables), U.S. Government securities, and other securities, with such other securities limited, for purposes of this calculation, in respect of any one issuer, to an amount not greater in value than 5% of the value of the Fund's total assets and to not more than 10% of the outstanding voting securities of such issuer; and (ii) not more than 25% of the market value of its total assets is invested in the securities (other than U.S. Government securities) of any one issuer, or any two or more issuers that are controlled by the Fund and that are engaged in the same, similar, or related businesses. Therefore, assuming the Fund had non-diversified status under the 1940 Act and were fully invested in equities, under the Code, the Fund would be permitted to invest in as few as twelve companies, as of the end of any quarter. While the greater investment in securities of fewer issuers that would be permitted to the Fund would reduce diversification of risk and could result in greater fluctuation in the prices of the Fund's portfolio securities, it would also reflect the German securities market, in that securities of relatively few companies account for a greater share of the capitalization of the market than is the case in the United States. For example, the Deutsche Aktienindex (the "DAX Index"), the widely followed stock index of the 30 largest German companies (by market capitalization and stock exchange turnover) compiled by the Frankfurt stock exchange and the index which the Manager and the Investment Adviser view as the most important for measuring Fund performance, includes 7 stocks each of which comprises over 5% of the DAX Index (excluding the stock of Deutsche Bank A.G., in which the Fund is prohibited from investing under the 1940 Act and which represents 6.9% of the DAX Index). The privatization and listing of Deutsche Telekom, which the Manager and Investment Adviser believe would likely become an over-5% component of the DAX Index and which is anticipated to occur later this year, would exacerbate this problem. 2 The 1940 Act diversification requirements effectively limit the number of stocks in which the Fund may take over-5% positions. The Fund might wish to take more of these over-5% positions either to replicate the DAX Index (excluding Deutsche Bank stock) or to overweight certain of the larger component stocks relative to their DAX Index weightings, or to take a significant position in another stock regarded as especially attractive. If the Proposal is adopted, the Board of Directors will adopt a policy limiting the Fund's investment in the securities of any single issuer to not more than 15% of the Fund's total assets. Although this policy would be non-fundamental (i.e., changeable by the Board of Directors without a stockholder vote), the Board of Directors is not aware of any circumstance in which it would seek to modify the policy. The Board unanimously recommends a vote FOR Proposal 1. --- Required Vote. The affirmative vote of the holders of the lesser of: (i) more than 50% of the shares outstanding, or (ii) 67% or more of the shares present at the Meeting if more than 50% of the outstanding shares are present at the Meeting. ADDRESS OF INVESTMENT ADVISER AND MANAGER The principal office of the Investment Adviser is located at Bockenheimer Landstrasse 42, 60323 Frankfurt am Main, Federal Republic of Germany. The corporate office of the Manager is located at 31 West 52nd Street, New York, New York 10019. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS As of September 5, 1996, no person, to the knowledge of management, owned of record or beneficially more than 5% of the outstanding Common Stock of the Fund. OTHER MATTERS No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote of stockholders arise, including any 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. STOCKHOLDER PROPOSALS Stockholder proposals intended to be presented at the Fund's Annual Meeting of Stockholders in 1997 must be received by the Fund on or before January 10, 1997, in order to be included in the Fund's proxy statement and form of proxy relating to that meeting. 3 EXPENSES OF PROXY SOLICITATION The cost of preparing, assembling and mailing material in connection with this solicitation will be borne by the Fund. In addition to the use of mails, proxies may be solicited personally by regular employees of the Fund or the Manager or by telephone or telegraph. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation materials to their principals to obtain authorization for the execution of proxies, and they will be reimbursed by the Fund for out-of-pocket expenses incurred in this connection. The Fund has also made arrangements with Morrow & Co., Inc. to assist in the solicitation of proxies, if called upon by the Fund, at an estimated fee of $6,500 plus reimbursement of normal expenses. ANNUAL REPORT DELIVERY THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 TO ANY STOCKHOLDER UPON REQUEST. SUCH REQUESTS SHOULD BE DIRECTED BY MAIL TO THE GERMANY FUND, INC., 31 WEST 52ND STREET, NEW YORK, NEW YORK 10019 OR BY TELEPHONE TO 1-800-GERMANY. Robert R. Gambee Secretary Dated: September 6, 1996 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 TO THE FUND. 4 Attachment A PROXY THE GERMANY FUND, INC. 31 West 52nd Street New York, New York 10019 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Robert R. Gambee and Joseph Cheung 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 Germany Fund, Inc. (the "Fund") held of record by the undersigned on September 5, 1996 at a Special Meeting of Stockholders to be held on October 16, 1996 or any adjournment thereof. 1. TO CHANGE THE FUND'S SUBCLASSIFICATION UNDER THE INVESTMENT COMPANY ACT OF 1940, AS AMENDED, FROM A DIVERSIFIED TO A NON-DIVERSIFIED COMPANY. [ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN 2. TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF. This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR Proposal 1. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please provide the full name of the corporation and the signature of the authorized officer signing on its behalf. ------------------------------------------- Name (please print) ------------------------------------------- Name of Corporation (if applicable) (By) (Date) 1996 -------------------- --------- (Signature) PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----