<PAGE>
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 Section 240.14a-11(c) or 240.14a-12
THE THAI CAPITAL FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(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:
------------------------------------------------------------------------
<PAGE>
THE THAI CAPITAL FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302
(800) 933-3440
April 10, 1997
Dear Stockholders:
The Annual Meeting of Stockholders of The Thai Capital Fund, Inc. (the
"Fund") will be held at 9:30 A.M., New York time, on Friday, June 6, 1997, at
the offices of Daiwa Securities America Inc., Financial Square, 32 Old Slip,
14th Floor, New York, New York 10005. A Notice and Proxy Statement regarding the
meeting, a proxy card for your vote at the meeting, and a postage prepaid
envelope in which to return your proxy are enclosed.
At the Annual Meeting, the stockholders will (i) elect one Class II director
and two Class III directors and (ii) consider the ratification of the selection
of Price Waterhouse LLP as independent accountants. In addition, the
stockholders who will be present at the Annual Meeting will hear an investment
report on the Fund and will have an opportunity to discuss matters of interest
to them.
If you will not be able to attend the Annual Meeting in person, please take
the time now to review the enclosed materials and vote your shares by proxy.
YOUR VOTE IS IMPORTANT.
The Board recommends that the stockholders vote in favor of each of the
foregoing matters.
Respectfully,
[SIGNATURE]
Shuichi Komori
CHAIRMAN OF THE BOARD
STOCKHOLDERS ARE STRONGLY URGED TO PROMPTLY SIGN AND MAIL THE ACCOMPANYING PROXY
IN THE ENCLOSED RETURN ENVELOPE TO INSURE A QUORUM AT THE MEETING. YOUR VOTE IS
IMPORTANT.
<PAGE>
THE THAI CAPITAL FUND, INC.
----------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 6, 1997
------------------------
To the Stockholders of
The Thai Capital Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Thai
Capital Fund, Inc. (the "Fund") will be held at the offices of Daiwa Securities
America Inc., Financial Square, 32 Old Slip, 14th Floor, New York, New York
10005, on Friday, June 6, 1997, at 9:30 A.M., New York time, for the following
purposes:
1. To elect one Class II director to serve for a term expiring on the date
on which the Annual Meeting of Stockholders is held in 1999 and two Class
III directors to serve for a term expiring on the date on which the
Annual Meeting of Stockholders is held in the year 2000.
2. To ratify or reject the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending December 31, 1997.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on March 17, 1997 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournments thereof.
You are cordially invited to attend the meeting. Stockholders who do not
expect to attend the meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. You may nevertheless vote in person at the meeting if you choose
to attend. Your vote is important. The enclosed proxy is being solicited by the
Board of Directors of the Fund.
By order of the Board of Directors,
Lawrence Jacob
SECRETARY
April 10, 1997
<PAGE>
THE THAI CAPITAL FUND, INC.
----------
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE THAI CAPITAL FUND, INC. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Daiwa Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New
York, New York 10005, on Friday, June 6, 1997, at 9:30 A.M., New York time, and
at any adjournments thereof.
This Proxy Statement and the form of proxy are being mailed to stockholders
on or about April 11, 1997. Any stockholder giving a proxy in advance of the
Annual Meeting has the power to revoke it by mail (addressed to the Secretary,
The Thai Capital Fund, Inc., c/o Daiwa Securities Trust Company, One Evertrust
Plaza, 9th Floor, Jersey City, New Jersey 07302) or in person at the meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in this Proxy Statement. Abstentions and broker non-votes
are each included in the determination of the number of shares present at the
meeting.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1996 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE THAI CAPITAL
FUND, INC., C/O DAIWA SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA, 9TH FLOOR,
JERSEY CITY, NEW JERSEY 07302, ATTENTION: SHAREHOLDER RELATIONS, OR BY CALLING
(800) 933-3440 OR (201) 915-3020.
The Board of Directors has fixed the close of business on March 17, 1997 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and at any adjournments thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of the record date, the Fund had outstanding
6,278,588 shares of common stock. To the knowledge of the Fund's management, no
person owned beneficially more than 5% of the Fund's outstanding shares as of
March 17, 1997.
Management of the Fund knows of no business other than that mentioned in
Items 1, 2 and 3 of the Notice of Meeting which will be presented for
consideration at the meeting. If any other matter is properly presented, it is
the intention of the persons named in the enclosed proxy to vote in accordance
with their best judgment.
The Board of Directors recommends that the stockholders vote in favor of
each of the matters mentioned in Items 1 and 2 of the Notice of Meeting.
1
<PAGE>
(1) ELECTION OF DIRECTORS
Persons named in the accompanying form of proxy intend in the absence of
contrary instructions to vote all proxies for the election of the three nominees
listed below as directors of the Fund:
<TABLE>
<CAPTION>
CLASS II CLASS III
- ----------------------------- --------------------
<S> <C>
Damrongsuk Amatyakul Shuichi Komori
Alfred C. Morley
</TABLE>
to serve for terms expiring on the date of subsequent Annual Meetings of
Stockholders as follows: Class II in 1999 and Class III in the year 2000, or
until their successors are elected and qualified. If any such nominee should be
unable to serve, an event that is not now anticipated, the proxies will be voted
for such person, if any, as shall be designated by the Board of Directors to
replace any such nominee. The election of each director will require the
affirmative vote of a majority of the votes cast at the meeting. For this
purpose, abstentions and broker non-votes will not be counted as votes cast at
the meeting.
At their March 3, 1997 meeting, the Board of Directors elected Mr.
Damrongsuk Amatyakul to fill the vacancy created by the resignation of Mr. Udom,
whose resignation was effective as of December 31, 1996. Mr. Udom had served as
a Class II director and Mr. Damrongsuk is therefore standing for election as a
Class II director. Although the term of the Fund's Class II directors does not
expire until the date on which the Annual Meeting of Stockholders is held in
1999, Maryland law and the Fund's By-laws require a director, regardless of
Class, who is elected by the Board of Directors to fill a vacancy to stand for
election at the next Annual Meeting of Stockholders.
INFORMATION CONCERNING NOMINEES AND DIRECTORS
The following table sets forth information concerning each of the nominees
as a director of the Fund, as well as the other current directors of the Fund.
Each of the nominees is now a director of the Fund and has consented to be named
in this Proxy Statement and to serve as a director of the Fund if elected.
NOMINEES
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 28,
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1997(+)
- ---------------------------------------------- --------------------------------------------- ----------- ------------
<S> <C> <C> <C> <C>
* Damrongsuk Amatyakul (50) President of the Fund, since March 1997; 1997 None
30th - 32nd Floor President of The Mutual Fund Public Company,
Lake Rajada Building Limited, since January 1997; Senior Executive
193-195 Ratchadaphisek Road Vice President of The Mutual Fund Public
Khlong-Toey, Bangkok Company, Limited from 1991 to 1996; Director
10110, Thailand of The Thailand International Fund Ltd.,
since 1988; Director of Listed Companies
Association, since
<CAPTION>
PERCENT OF
CLASS
- --------- ------------
<S> <C>
* --
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 28,
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1997(+)
- ---------------------------------------------- --------------------------------------------- ----------- ------------
<S> <C> <C> <C> <C>
Damrongsuk Amatyakul 1989; Director of Alpine Real Estate Co.,
(continued) Ltd. since 1990; Member of the Investment
Advisory Council of The Thai Equity Fund,
since 1990; Director of MFC International
Ltd., since 1991; Director of The Thai Asset
Fund Limited, since 1991; Director of The
Thai-Asia Fund Limited, since 1996; Director
of The Thai Prime Fund Limited, since January
1997; Member of the Investment Advisory
Council of The Thai Fund Inc., since January
1997; Member of Investment Advisory Council
of The Thailand Fund, since January 1997.
* Shuichi Komori (53) Chairman of the Board of the Fund; Acting 1994 None
Financial Square President of the Fund, from January 1997 to
32 Old Slip, 14th Floor March 1997; Chairman, since 1994, The Taiwan
New York, NY 10005 Equity Fund, Inc.; Chairman, since 1995, The
Singapore Fund, Inc.; Chairman and Chief
Executive Officer, Daiwa Securities America
Inc., since 1994; Director, Daiwa Securities
Co. Ltd., since 1991.
Alfred C. Morley (70) Financial Consultant, since 1991; Senior 1990 3,673
119 Falcon Drive Director of Old Dominion Capital Management,
Charlottesville, VA 22901 since 1991; Senior Advisor, from 1990 to
1991, and President and Chief Executive
Officer, 1990, Association for Investment
Management and Research; Senior Advisor,
since 1990, and President and Chief Executive
Officer, from 1986 to 1990, Financial
Analysts Federation; Senior Advisor, since
1990, and President and Chief Executive
Officer, from 1984 to 1990, Institute of
Chartered Financial Analysts; Director, since
1990, The Singapore Fund, Inc.
<CAPTION>
PERCENT OF
CLASS
- --------- ------------
<S> <C>
* --
**
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 28,
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1997(+)
- ---------------------------------------------- --------------------------------------------- ----------- ------------
<S> <C> <C> <C> <C>
OTHER CURRENT DIRECTORS
Austin C. Dowling (65) Director, from 1984 to 1991, Office of 1990 1,250
1002E Long Beach Boulevard Finance, Federal Home Loan Bank System;
North Beach, NJ 08008 President, from 1987 to 1991, The Financing
Corporation (U.S. government agency);
President, from 1989 to 1991, The Resolution
Funding Corporation; Director, since 1992,
The Japan Equity Fund, Inc.
Robert F. Gurnee (69) Chairman and Chief Executive Officer, since 1990 1,500
3801 Kennett Pike 1990, Financial Integrity Group Inc. (bank
Building C, Suite 201 and financial services consulting firm);
Greenville, DE 19807 Director, since 1991, Vestaur Securities Co.;
Director, since 1992, The Japan Equity Fund,
Inc.; Director, Cross Country Bank
(Wilmington, DE), since 1996.
Virabongsa Ramangkura (53) Member of the Thai Senate; Chairman, Economic 1992 None
99 Surasak Road Board, National Research Bureau; Chairman,
Bangrak, Bangkok Bangkok Expressway Public Co., Ltd., since
10500, Thailand 1993; Chairman, Advance Agro Public Co.,
Ltd., since 1994; Chairman, Freccha Group
Public Co., Ltd.; Member, The Thailand
Development Research Institute and The
Council of Trustees; Director, from 1996 to
1997, Bangkok Airways Co., Ltd.; Chairman,
from 1993 to 1994, Board of Commissioners of
The State Railway of Thailand; Member, from
1993 to 1994, National Land Transportation
Committee of Thailand; Chairman, 1992,
Council of Economic Advisors to The Prime
Minister; Deputy Minister of Finance, from
1991 to 1992.
<CAPTION>
PERCENT OF
CLASS
- --------- ------------
<S> <C>
OTHER CUR
**
**
--
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION SHARES
OR EMPLOYMENT DURING PAST BENEFICIALLY
FIVE YEARS AND OWNED
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR FEBRUARY 28,
OF NOMINEES/DIRECTORS PUBLICLY HELD COMPANIES SINCE 1997(+)
- ---------------------------------------------- --------------------------------------------- ----------- ------------
<S> <C> <C> <C> <C>
Suvit Yodmani (54) Regional Director, Asia and the Pacific, 1991 None
101 Ranong II, United Nations Environment Program, since
Dusit, Bangkok 1994; Vice President for Development, Asian
10300, Thailand Institute of Technology, Bangkok, from 1992
to 1994; Deputy Secretary General to the
Prime Minister of Thailand for Political
Affairs, from 1991 to 1992; Director of the
Foundation for the Promotion of Nature
Conservation and Environment Protection,
since 1989; Senior Consultant to the
President of the Asian Institution of
Technology, since 1987; Adviser to the Prime
Minister, Government House, from 1990 to
1991.
<CAPTION>
PERCENT OF
CLASS
- --------- ------------
<S> <C>
--
</TABLE>
- --------------------------
+ The information as to beneficial ownership is based on statements furnished
to the Fund by the nominees and directors.
* Directors so noted are deemed by the Fund's counsel to be "interested
persons" (as defined in the U.S. Investment Company Act of 1940, as amended
(the "1940 Act")) of the Fund or of the Fund's investment manager or
investment adviser. Mr. Komori is deemed an interested person because of his
affiliation with Daiwa Securities America Inc., an affiliate of the Fund's
investment adviser, Daiwa International Capital Management (H.K.) Limited
(the "Investment Adviser"), or because he is an officer of the Fund, or
both. Mr. Damrongsuk is an interested person because of his affiliation with
the Fund's investment manager, The Mutual Fund Public Company Limited (the
"Investment Manager"), or because he is an officer of the Fund, or both.
** Represented less than 1% of the outstanding shares at February 28, 1997.
The Fund's Board of Directors held four regular meetings and one special
meeting during the fiscal year ended December 31, 1996. Dr. Suvit and Dr.
Virabongsa attended fewer than seventy-five percent of the aggregate number of
meetings of the Board of Directors.
The Fund's Board of Directors has an Audit Committee which is responsible
for reviewing financial and accounting matters. The current members of the Audit
Committee are Messrs. Dowling, Gurnee and Morley and Dr. Suvit and Dr.
Virabongsa. The Audit Committee held two regular meetings and one special
meeting during the fiscal year ended December 31, 1996. Mr. Gurnee, Dr. Suvit
and Dr. Virabongsa attended fewer than seventy five percent of the aggregate
number of meetings of the Audit Committee. The Fund has neither a compensation
nor a nominating committee.
Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended,
requires the Fund's officers and directors, and persons who own more than ten
percent of a registered class of the Fund's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that its
officers and directors have complied with all applicable filing requirements.
5
<PAGE>
OFFICERS OF THE FUND
Mr. Komori (age 53) has been Chairman of the Board of the Fund since
December 1994 (see information provided above).
Mr. Damrongsuk (age 50) has been President of the Fund since March 1997 (see
information provided above).
Daniel F. Barry (age 50), Vice President of the Fund since December 1992,
was also Treasurer of the Fund from September 1991 to September 1994 and has
been Senior Vice President of Daiwa Securities Trust Company ("DSTC"), the
Fund's Administrator and Custodian, since June 1993. From June 1990 to June
1993, he was Vice President, Mutual Fund Administration of DSTC.
Lawrence Jacob (age 52), Secretary of the Fund since May 1990, has been
Senior Vice President since November 1985, and Assistant Secretary since
February 1986, of Daiwa Securities America Inc.
Edward J. Grace (age 50), Treasurer of the Fund since September 1994, was
Assistant Treasurer of the Fund from September 1991 to September 1994 and has
been a Vice President of DSTC since December 1992 and Assistant Vice President
of DSTC from 1989 to December 1992.
John J. O'Keefe (age 38), Assistant Treasurer of the Fund since September
1994, has been an Assistant Vice President of DSTC since January 1994 and was a
Senior Accountant of DSTC from July 1990 to January 1994.
Laurence E. Cranch (age 50), Assistant Secretary of the Fund since May 1990,
has been a partner in the law firm of Rogers & Wells since 1980.
Mr. Udom resigned as President and director of the Fund effective December
31, 1996.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The aggregate fee remuneration for directors not affiliated with the
Investment Manager or the Investment Adviser was U.S. $46,450 during the fiscal
year ended December 31, 1996. Each such non-affiliated director currently
receives fees, paid by the Fund, of U.S. $750 for each directors' meeting
attended in person or by telephone, U.S. $600 for each audit committee meeting
attended in person or by telephone and an annual fee of U.S. $5,000. The
officers and interested directors of the Fund received no compensation from the
Fund.
DSTC, which pays the compensation and certain expenses of the officers of
DSTC who serve as officers of the Fund, receives an administration fee and a
custodian fee.
6
<PAGE>
Set forth below is a chart showing the aggregate fee compensation paid by
the Fund (in U.S. dollars) to each of its directors during the fiscal year ended
December 31, 1996, as well as the total fee compensation paid to each director
of the Fund by the Fund and by other investment companies advised by the
Investment Manager, the Investment Adviser or their respective affiliates
(collectively, the "Fund Complex") for their services as directors of such
investment companies during their respective fiscal years:
<TABLE>
<CAPTION>
TOTAL
PENSION OR COMPENSATION
RETIREMENT FROM FUND AND
AGGREGATE BENEFITS ACCRUED FUND COMPLEX
COMPENSATION AS PART OF FUND PAID TO
NAME OF DIRECTOR FROM FUND EXPENSES DIRECTORS
- ---------------------------- ------------- ----------------- --------------
<S> <C> <C> <C>
Shuichi Komori*+ $ 0 None $ 0
Udom Vichayabhai++ 0 None 0
Austin C. Dowling* 10,550 None 20,500
Robert F. Gurnee* 9,800 None 19,750
Alfred C. Morley* 10,550 None 20,500
Virabongsa Ramangkura 8,450 None 8,450
Suvit Yodmani 7,100 None 7,100
</TABLE>
- --------------------------
* Also serves as a director of other investment companies for which an
affiliate of Daiwa International Capital Management (H.K.) Limited, the
Fund's investment adviser, serves as investment manager or investment
adviser.
+ Mr. Komori, who is affiliated with the Investment Adviser, and considered an
"interested person" of the Fund, does not receive any fee compensation from
the Fund for his services as a director.
++ Mr. Udom resigned as a director of the Fund, effective December 31, 1996.
However, Mr. Udom was affiliated with the Investment Manager of the Fund
and, therefore, Mr. Udom did not receive any fee compensation from the Fund
for his services as a director.
(2) RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
At a meeting held on March 3, 1997, the Board of Directors of the Fund,
including a majority of the directors who are not "interested persons" of the
Fund (as defined in the 1940 Act), approved the selection of Price Waterhouse
LLP to act as independent accountants for the Fund for the fiscal year ending
December 31, 1997, subject to stockholder approval. The Fund knows of no direct
financial or material indirect financial interest of that firm in the Fund. One
or more representatives of Price Waterhouse LLP are expected to be present at
the Annual Meeting and will have an opportunity to make a statement if they so
desire. Such representatives are expected to be available to respond to
appropriate questions from stockholders.
This selection of independent accountants is subject to the ratification or
rejection of the Fund's stockholders at the meeting. Ratification of the
selection of the independent accountants will require the affirmative vote of a
majority of the votes cast at the meeting. For this purpose, abstentions and
broker non-votes will not be counted as votes cast at the meeting.
7
<PAGE>
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of DSTC. The Fund
has retained Corporate Investor Communications, Inc. to assist in the proxy
solicitation. The fee for such services is estimated at U.S. $3,500, plus
reimbursement of expenses. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by the Fund's
officers or agents in person, by telephone or by telegraph will be borne by the
Fund. The Fund will reimburse banks, brokers, and other persons holding the
Fund's shares registered in their names or in the names of their nominees for
their expenses incurred in sending proxy material to and obtaining proxies from
the beneficial owners of such shares.
It is important that you promptly submit your vote as a stockholder of the
Fund. In the event that sufficient votes in favor of any proposal set forth in
the Notice of this meeting are not received by June 6, 1997, the persons named
as attorneys in the enclosed proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of the Fund intended to be presented at the
1998 meeting of stockholders of the Fund must be received by the Fund, c/o Daiwa
Securities Trust Company, One Evertrust Plaza, 9th Floor, Jersey City, New
Jersey 07302, not later than December 10, 1997.
By order of the Board of Directors,
Lawrence Jacob
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302
April 10, 1997
8
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
SKU# TCFCM-PS-97
<PAGE>
THE THAI CAPITAL FUND, INC.
c/o Daiwa Securities Trust Company
One Evertrust Plaza, Jersey City, New Jersey 07302
Proxy Solicited on Behalf of the Board of Directors for the
Annual Meeting of Stockholders on June 6, 1997
The undersigned stockholder of The Thai Capital Fund, Inc. (the "Fund")
hereby appoints Daniel F. Barry, Lawrence Jacob and Edward J. Grace, or any
of them, proxies of the undersigned, with full power of substitution, to vote
and act for and in the name and stead of the undersigned at the Annual
Meeting of Stockholders of the Fund, to be held at the offices of Daiwa
Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New York,
New York 10005, on June 6, 1997 at 9:30 a.m., New York time, and at any and
all adjournments thereof, according to the number of votes the undersigned
would be entitled to cast if personally present.
The shares represented by this proxy will be voted in accordance with
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy will be voted in favor of proposals 1 and 2 as set forth in
this proxy and, in the discretion of such proxies, upon such other business
as may properly come before the meeting or any adjournments thereof. The
undersigned hereby revokes any and all proxies with respect to such shares
heretofore given by the undersigned. The undersigned acknowledges receipt of
the Proxy Statement dated April 10, 1997.
--------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
--------------------------------------------------------------------------
Please sign exactly as your name appears on the books of the Fund. Joint
owners should each sign. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, the signature should be that of an authorized
officer who should indicate his or her title.
- -----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
THE THAI CAPITAL FUND, INC.
c/o Daiwa Securities Trust Company
One Evertrust Plaza, Jersey City, New Jersey 07302
Proxy Solicited on Behalf of the Board of Directors for the
Annual Meeting of Stockholders on June 6, 1997
The undersigned stockholder of The Thai Capital Fund, Inc. (the "Fund")
hereby appoints Daniel F. Barry, Lawrence Jacob and Edward J. Grace, or any
of them, proxies of the undersigned, with full power of substitution, to vote
and act for and in the name and stead of the undersigned at the Annual
Meeting of Stockholders of the Fund, to be held at the offices of Daiwa
Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New York,
New York 10005, on June 6, 1997 at 9:30 a.m., New York time, and at any and
all adjournments thereof, according to the number of votes the undersigned
would be entitled to cast if personally present.
The shares represented by this proxy will be voted in accordance with
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy will be voted in favor of proposals 1 and 2 as set forth in
this proxy and, in the discretion of such proxies, upon such other business
as may properly come before the meeting or any adjournments thereof. The
undersigned hereby revokes any and all proxies with respect to such shares
heretofore given by the undersigned. The undersigned acknowledges receipt of
the Proxy Statement dated April 10, 1997.
--------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY
IN ENCLOSED ENVELOPE.
--------------------------------------------------------------------------
Please sign exactly as your name appears on the books of the Fund. Joint
owners should each sign. Trustees and other fiduciaries should indicate the
capacity in which they sign, and where more than one name appears, a majority
must sign. If a corporation, the signature should be that of an authorized
officer who should indicate his or her title.
- -----------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
- ------------------------------------- -------------------------------------
<PAGE>
PLEASE MARK VOTES
/X/ AS IN THIS EXAMPLE
1. Election of one Class II director to
- ---------------------------- serve for a term expiring on the date on
THE THAI CAPITAL FUND, INC. which the Annual Meeting of Stockholders
- ---------------------------- is held in 1996, and the Class III
directors to serve for a term expiring
on the date on which the Annual Meeting
of Stockholders is held in the year 2000.
With- For All
Class II For hold Except
Damrongsuk Amatyakul --- --- ---
Class III / / / / / /
Shuichi Komori, / / / / / /
Alfred C. Morley --- --- ---
NOTE: If you do not wish your shares voted
"For" a particular nominee, mark the "For
All Except" box and mark a line through the
nominee(s) name. Your shares will be voted
for the remaining nominee(s).
For Against Abstain
2. The ratification of --- --- ---
the selection of Price / / / / / /
Waterhouse LLP as / / / / / /
independent accountants --- --- ---
of the Fund for its
fiscal year ending
December 31, 1997.
Please be sure to sign and Mark box at right if an ---
date this Proxy. Date ----------- address change or / /
comment has been noted / /
on the reverse side of ---
this card.
RECORD DATE SHARES:
- -- Stockholder sign here -------- Co-owner sign here -------------
PLEASE MARK VOTES
/X/ AS IN THIS EXAMPLE
1. Election of one Class II director to
- ---------------------------- serve for a term expiring on the date on
THE THAI CAPITAL FUND, INC. which the Annual Meeting of Stockholders
- ---------------------------- is held in 1996, and the Class III
directors to serve for a term expiring
on the date on which the Annual Meeting
of Stockholders is held in the year 2000.
With- For All
Class II For hold Except
Damrongsuk Amatyakul --- --- ---
Class III / / / / / /
Shuichi Komori, / / / / / /
Alfred C. Morley --- --- ---
NOTE: If you do not wish your shares voted
"For" a particular nominee, mark the "For
All Except" box and mark a line through the
nominee(s) name. Your shares will be voted
for the remaining nominee(s).
For Against Abstain
2. The ratification of --- --- ---
the selection of Price / / / / / /
Waterhouse LLP as / / / / / /
independent accountants --- --- ---
of the Fund for its
fiscal year ending
December 31, 1997.
Please be sure to sign and Mark box at right if an ---
date this Proxy. Date ----------- address change or / /
comment has been noted / /
on the reverse side of ---
this card.
RECORD DATE SHARES:
- -- Stockholder sign here -------- Co-owner sign here -------------
