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SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 2)
Filed by the 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 Section 240.14a-11(c) or Section 240.14a-12
[_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2))
The Taiwan Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
The Taiwan Fund, Inc.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11/1/
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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/1/ Set forth the amount on which the filing fee is calculated and state how it
was determined.
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PROXY CARD
PROXY PROXY
THE TAIWAN FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS--FEBRUARY 27, 1996
The undersigned hereby appoints Harvey H.W. Chang, Gloria Wang and Laurence
E. Cranch, and each of them, the proxies of the undersigned, with full power of
substitution to each of them, to vote all shares of The Taiwan Fund, Inc. which
the undersigned is entitled to vote at the Annual Meeting of Stockholders of
The Taiwan Fund, Inc. to be held at the offices of Rogers & Wells, 200 Park
Avenue, 52nd Floor, New York, New York 10166, on Tuesday, February 27, 1996 at
11:00 A.M., New York time and at any adjournments thereof. The undersigned
hereby revokes all proxies with respect to such shares heretofore given. The
undersigned acknowledges receipt of the Proxy Statement dated January 26, 1996.
Unless otherwise specified in the squares provided, the undersigned's vote
will be cast FOR items (1), (2), (3), (4), (5) and (6).
PLEASE VOTE AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
PLEASE SIGN EXACTLY AS YOUR NAME OR NAMES APPEAR. WHEN SIGNING AS ATTORNEY,
EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE YOUR FULL TITLE AS
SUCH.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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1. The election of directors:
[_] FOR [_] WITHHOLD [_] FOR ALL EXCEPT
Nominees: Benny T. Hu, Harvey H.W. Chang, Joe O. Rogers, Jack C. Tang, Shao-
Yu Wang, David Dean, and Lawrence Weber
(INSTRUCTION: To withhold authority to vote for any individual nominee, mark
the "For All Except" box and strike a line through the nominees' name in the
list above.)
2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent
certified public accountants:
FOR [_] AGAINST [_] ABSTAIN [_]
3. Approval of an Agreement of Merger reincorporating the Fund, currently a
Delaware corporation, as a Maryland corporation by means of a merger of the
Fund into a wholly-owned, newly formed Maryland subsidiary:
FOR [_] AGAINST [_] ABSTAIN [_]
4. Approval of an amendment to the Fund's Restated Certificate of
Incorporation, increasing the number of authorized shares of Common Stock
from 20,000,000 to 60,000,000 (which will only be effected if Proposal 3 is
not approved by stockholders):
FOR [_] AGAINST [_] ABSTAIN [_]
5. Approval of an amendment to the Fund's investment limitations to permit the
Fund to purchase equity securities, which will be listed on the Taiwan
Stock Exchange, issued in initial and subsequent public offerings and, in
connection therewith, corresponding amendments to (i) the Securities
Investment Trust-Investment Management and Custodian Contract, dated
December 16, 1986 (the "Management Contract"), among the Fund, China
Securities Investment Trust Corporation and The International Commercial
Bank of China and (ii) if Proposal 3 is not approved, the By-Laws of the
Fund.
FOR [_] AGAINST [_] ABSTAIN [_]
6. Approval of an amendment to the Fund's investment limitations to permit the
Fund to engage in currency hedging transactions and, in connection
therewith, corresponding amendments to (i) the Management Contract and (ii)
if Proposal 3 is not approved, the By-Laws of the Fund.
FOR [_] AGAINST [_] ABSTAIN [_]
7. In their discretion on any other business which may properly come before
the meeting or any adjournments thereof.
FOR [_] AGAINST [_] ABSTAIN [_]
Please be sure to sign
and date this Proxy.
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(Signature of
Stockholder)
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(Signature of joint
owner, if any)
Date ________________
RECORD DATE SHARES:
