As filed with the Securities and Exchange Commission on March 20, 1998
Securities Act File No.
Investment Company Act File No 811-06062
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM N-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933 <square>
Pre-Effective Amendment No. <square>
Post-Effective Amendment No. <square>
and/or
REGISTRATION STATEMENT <square>
UNDER THE INVESTMENT COMPANY ACT OF 1940
Amendment No. 3 <checked-box>
(Check appropriate box or boxes.)
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THE THAI CAPITAL FUND, INC.
(Exact Name of Registrant as Specified in Charter)
c/o Daiwa Securities Trust Company
One Evertrust Plaza
Jersey City, New Jersey 07302
(Address of Principal Executive Offices)
Registrant's Telephone Number, including Area Code: (201) 333-7300
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Daniel F. Barry
The Thai Capital Fund, Inc.
c/o Daiwa Securities Trust Company
One Evertrust Plaza
Jersey City, New Jersey 07302
(Name and Address of Agent for Service)
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WITH COPIES TO:
Leonard B. Mackey, Jr., Esq.
Rogers & Wells LLP
200 Park Avenue
New York, New York 10166
(212) 878-8000
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<PAGE>
EXPLANATORY NOTE
This filing is made solely for the purpose of filing as an Exhibit the amendment
to the By-Laws of The Thai Capital Fund, Inc.
<PAGE>
PART II - OTHER INFORMATION
ITEM 4. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
1(a) Articles of Incorporation*
1(b) Articles of Amendment*
2(a) By-Laws, as amended**
2(b) Amendment to By-Laws{<dagger><dagger>}
3 Not applicable
4 Specimen certificate for Common Stock**
5 Not applicable
6(a) Form of Investment Contract**
6(b) Form of International Investment Advisory Agreement**
7(a) Form of U.S. Purchase Agreement**
7(b) Form of International Purchase Agreement**
7(c) Form Intersyndicate Agreement**
7(d) Form of Master Agreement Among Underwriters**
7(e) Form of Standard Dealer Agreement**
7(f) Form of Agreement Among International Underwriters**
8 Not applicable
9(a) Form of Thai Custody Contract**
9(b) Form of U.S. Custodian Contract**
10(a) Form of Registrar, Transfer Agency and Service Agreement**
10(b) Form of Dividend Reinvestment Plan**
10(c) Form of Administration Agreement**
11 Opinion and Consent of Rogers & Wells**
12(a) Consent of Independent Accountants**
12(b) Opinion and Consent of International Legal Counsellors Thailand
Ltd. as to Thai Tax Matters**
12(c) Opinion and Consent of Rogers & Wells as to U.S. Tax Matters**
13 Not applicable
14 Form of Investment Letter**
15 Not applicable
* Filed as an exhibit to the Fund's Registration Statement on Form N-2 on
March 14, 1990 (File Nos. 33-33835; 811-06062).
** Filed as an exhibit to Pre-Effective Amendment No. 2 to the Fund's
Registration Statement on Form N-2 on May 22, 1990 (File Nos. 33-33835;
811-06062).
{<dagger><dagger>} Filed herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, as
amended, the Registrant has duly caused this Amendment to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, and State of New York, on the 20th day of
March, 1998.
THE THAI CAPITAL FUND, INC.
By /S/ DANIEL F. BARRY
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Daniel F. Barry
Vice President
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EXHIBIT INDEX
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<TABLE>
<CAPTION>
Location of Exhibit
Exhibit in Sequential
NUMBER DESCRIPTION OF DOCUMENT NUMBERING SYSTEM
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<S> <C> <C>
2(b) Amendment to By-Laws
</TABLE>
<PAGE>
Article I of the Corporation's Bylaws be, and it hereby is, amended
to add as Section 11 thereof the following:
Section 11. MATTERS TO BE ACTED ON AT STOCKHOLDERS MEETINGS
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(a) ANNUAL MEETINGS OF STOCKHOLDERS.
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(1) Nominations of persons for election to the Board
of Directors and the proposal of business to be considered by the
stockholders may be made at an annual meeting of stockholders only if
made (i) pursuant to the Corporation's notice of meeting, (ii) by or at
the direction of the Board of Directors or (iii) by any stockholder of
the Corporation who was a stockholder of record at the time of giving of
notice provided for in this Section 11(a), who is entitled to vote at the
meeting and who complied with the notice procedures set forth in this
Section 11(a).
(2) For nominations or other business to be properly
brought before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 11, the stockholder must have
given timely notice thereof in writing to the secretary of the
Corporation. To be timely, a stockholder's notice shall be delivered to
the secretary at the principal executive offices of the Corporation not
less than 60 days nor more than 90 days prior to the first anniversary of
the preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date, notice by the
stockholder to be timely must be so delivered not earlier than the 90th
day prior to such annual meeting and not later than the close of business
on the later of the 60th day prior to such annual meeting or the tenth
day following the day on which public announcement of the date of such
meeting is first made. Such stockholder's notice shall set forth (i) as
to each person whom the stockholder proposes to nominate for election or
reelection as a director, all information relating to such person that is
required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") (including such person's written consent to being named
in the proxy statement as a nominee and to serving as a director if
elected); (ii) as to any other business that the stockholder proposes to
bring before the meeting, a brief description of the business desired to
be brought before the meeting, the reasons for conducting such business
at the meeting and any material interest in such business of such
stockholder and of the beneficial owners, if any, on whose behalf the
proposal is made; and (iii) as to the stockholder giving the notice and
the beneficial owners, if any, on whose behalf the nomination or proposal
is made, (x) the name and address of such stockholder, as they appear on
the Corporation's books, and of such beneficial owners, if any, and (y)
the class and number of shares of stock of the Corporation which are
owned beneficially and of record by such stockholder and such beneficial
owners, if any.
(3) Notwithstanding anything in the second sentence
of paragraph (a)(2) of this Section 11 to the contrary, in the event that
the number of directors to be elected to the Board of Directors is
increased and there is no public announcement naming all of the nominees
for director or specifying the size of the increased Board of Directors
made by the Corporation at least 70 days prior to the first anniversary
of the preceding year's annual meeting, a stockholder's notice required
by paragraph (a)(2) of this Section 11 shall also be considered timely,
but only with respect to nominees for any new positions created by such
increase, if it shall be delivered to the secretary at the principal
executive offices of the Corporation not later than the close of business
on the tenth day following the day on which such public announcement is
first made by the Corporation.
<PAGE>
(b) SPECIAL MEETINGS OF STOCKHOLDERS.
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(1) Only such business shall be conducted at a
special meeting of stockholders as shall have been brought before the
meeting pursuant to the Corporation's notice of meeting.
(2) Nominations of persons for election to the Board
of Directors may be made at a special meeting of stockholders at which
directors are to be elected (i) pursuant to the Corporation's notice of
meeting, (ii) by or at the direction of the Board of Directors or (iii)
provided that the Board of Directors has determined that directors shall
be elected at such special meeting, by any stockholder of the Corporation
who (x) has given timely notice thereof meeting the requirements of
Section 11(b)(3), (y) is a stockholder of record at the time of giving of
such notice, and (z) is entitled to vote at the meeting.
(3) To be timely, a stockholder's notice referred to
in Section 11(b)(2) must have been delivered to the secretary of the
Corporation at the principal executive offices of the Corporation not
earlier than the 90th day prior to such special meeting and not later
than the close of business on the later of the 60th day prior to such
special meeting or the tenth day following the day on which public
announcement is made of the date of the special meeting and of the
nominees proposed by the Board of Directors to be elected at such
meeting. Such stockholder's notice shall set forth (i) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director, all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Exchange Act (including such person's written consent to being named in
the proxy statement as a nominee and to serving as a director if
elected); and (ii) as to the stockholder giving the notice and the
beneficial owners, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such stockholder, as they appear on the
Corporation's books, and of such beneficial owners, if any, and (y) the
class and number of shares of stock of the Corporation which are owned
beneficially and of record by such stockholder and such beneficial
owners, if any.
Article I of the Corporation's Bylaws be, and it hereby is, amended
to add the following sentence to the end of Section 8 thereof:
The chairman of an annual or special meeting shall, if the facts
warrant, determine and declare to the meeting that business was not
properly brought before the meeting in accordance with the provisions of
Section 11 of this Article I, and if he should so determine, he shall so
declare to the meeting and any such business not properly brought before
the meeting shall not be transacted.
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