SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the registrant X
Filed by a party other than the registrant
Check the appropriate box:
X Preliminary proxy statement
___ Definitive proxy statement
___ Definitive additional materials
___ Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The First Commonwealth Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
The First Commonwealth Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
X $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 O-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:
_________________________________________________________________________
___ 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>
[Logo] 800 Scudders Mill Road
Plainsboro, New Jersey 08536
(609) 282-4600
January 10, 1996
Dear Shareholder:
The Annual Meeting of Shareholders is to be held at 1:00 p.m. on Thursday,
March 14, 1996, at the offices of Prudential Securities Incorporated, 28th
Floor, One Seaport Plaza, New York, New York. A Proxy Statement regarding the
meeting, proxy card for your vote at the meeting and an envelope - postage
prepaid - in which to return your proxy are enclosed.
At the Annual Meeting, the holders of the Fund's common stock will elect
the Fund's Class I Directors, the holders of the Fund's preferred stock will
vote separately as a single class to elect two additional Directors, and the
holders of both common and preferred stock will consider the ratification of the
selection of Price Waterhouse LLP as independent public accountants and a
proposal to amend the Fund's charter documents to decrease the liquidation value
of the Fund's shares of preferred stock, Series W-7, in order to effect a stock
split of such shares. In addition, the shareholders present will hear a report
on the Fund. There will be an opportunity to discuss matters of interest to you
as a shareholder.
Your Directors recommend that the shareholders vote in favor of each of
the foregoing matters.
SIR RODEN CUTLER LAURENCE S. FREEDMAN
Chairman President
SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS
OF THE SIZE OF YOUR SHAREHOLDING.
<PAGE>
THE FIRST COMMONWEALTH FUND, INC.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 14, 1996
-----------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The First
Commonwealth Fund, Inc. (the "Fund") will be held at the offices of Prudential
Securities Incorporated, 28th Floor, One Seaport Plaza, New York, New York on
March 14, 1996, at 1:00 p.m. for the following purposes:
(1) To elect four Directors to serve as Class I Directors for a three
year term;
(2) To elect two Directors to represent the interests of the holders of
preferred stock for the ensuing year;
(3) To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Fund for the fiscal year ending October 31, 1996;
(4) To amend the Fund's charter documents to decrease the liquidation
value of the shares of preferred stock, Series W-7, in order to effect a stock
split of such shares; and
(5) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on January 2, 1996
as the record date for the determination of shareholders entitled to vote at the
meeting or any adjournment thereof.
By Order of the Board of Directors,
Roy M. Randall, Secretary
New York, New York
January 10, 1996
IMPORTANT: You are cordially invited to attend the meeting. Shareholders
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 addressed
envelope which requires no postage and is intended for your convenience. Your
prompt return of the enclosed proxy may save the Fund the necessity and expense
of further solicitations to assure a quorum at the meeting. The enclosed proxy
is being solicited on behalf of the Board of Directors of the Fund.
- 2 -
<PAGE>
PROXY STATEMENT
THE FIRST COMMONWEALTH FUND, INC.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
-----------
Annual Meeting of Shareholders
March 14, 1996
-----------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The First Commonwealth Fund, Inc.
(the "Fund"), a Maryland corporation, to be voted at the Annual Meeting of
Shareholders of the Fund (the "Meeting") to be held at the offices of Prudential
Securities Incorporated, 28th Floor, One Seaport Plaza, New York, New York on
March 14, 1996, at 1:00 p.m. The approximate mailing date for this Proxy
Statement is January 10, 1996.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
submitted by holders of the Fund's common stock will be voted in favor of
Proposals 1, 3 and 4 and proxies submitted by holders of the Fund's preferred
stock will be voted in favor of Proposals 2, 3 and 4. Any proxy may be revoked
at any time prior to the exercise thereof by giving written notice to the
Secretary of the Fund (addressed to the Fund, in care of Tritech Services, P.O.
Box 44400, New Brunswick, New Jersey 08944-4400).
The following table indicates which class of the Fund's shareholders is
being solicited with respect to each Proposal to be considered at the Meeting.
<TABLE>
<CAPTION>
Solicitation of Vote of
Solicitation of Vote of Preferred Stockholders
Common Stockholders (Series W-7)
------------------- ------------
<S> <C> <C>
Proposal 1:
Election of Class I Directors Yes No
Proposal 2:
Election of Preferred Directors No Yes
Proposal 3:
Selection of Independent Public Accountants Yes Yes
Proposal 4:
Amendment to Charter Yes Yes
</TABLE>
The Board of Directors has fixed the close of business on January 2, 1996
as the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Shareholders on the
record date will be entitled to one vote for each share held. As of January 2,
1996, the Fund had [__________] shares of common stock, par value $0.001 per
share, outstanding and 600 shares of Auction Market Preferred Stock, Series W-7,
par value $0.001 per share, outstanding. To the best knowledge of management of
the Fund, as of the
- 3 -
<PAGE>
record date no persons or group beneficially owned more than five percent of the
outstanding shares of common or preferred stock of the Fund.
The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the 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 Fund will furnish, without charge, a copy of the Fund's annual report
for its fiscal year ended October 31, 1995 to any Fund shareholder upon request.
To request a copy please call or write to the Fund's Administrator, Princeton
Administrators, Inc., at 800 Scudders Mill Road, Plainsboro, New Jersey 08536,
Telephone: 1-800-543-6217.
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
The Fund's Articles of Incorporation provide that the Board of Directors
to be elected by holders of the Fund's common stock will be divided into three
classes, as nearly equal in number as possible, each of which, after a
transition period, will serve for three years with one class being elected each
year. Each year the term of office of one class will expire. David Lindsay
Elsum, Laurence S. Freedman, David Manor and E. Duff Scott, Directors who were
elected to serve until the Meeting, have been nominated for a three year term to
expire at the Annual Meeting of Shareholders to be held in 1999 and until their
successors are duly elected and qualified. The nominees have indicated an
intention to serve if elected and have consented to be named in this Proxy
Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the persons listed below as Class I Directors for the
indicated three-year term. The Board of Directors of the Fund knows of no reason
why any of these nominees will be unable to serve, but in the event of any such
inability, the proxies received will be voted for such substituted nominees as
the Board of Directors may recommend.
The following table sets forth certain information concerning each nominee
for election as a Director and each Director of the Fund. Each of the nominees
is currently a Director of the Fund.
- 4 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
CLASS I (Current Directors and Nominees for a Term Expiring
at the Annual Meeting to be held in 1999)
<S> <C> <C> <C> <C>
David Lindsay Elsum++ Director, The First Australia 58 1992 -
9 May Grove Fund, Inc. (since 1985), The
South Yarra, Victoria 3141 First Australia Prime Income
Australia Fund, Inc. (since 1986) and
First Australia Prime Income
Investment Company Limited
(since 1986); Director,
MaxiLink Ltd.; President,
State Superannuation Fund of
Victoria (1986-1993); Managing
Director, The MLC Limited
(insurance) (1984-1985);
Managing Director, Renison
Goldfields Consolidated Limited
(mining) 1983-1984); Member,
Administrative Appeals
Tribunal; Member, Corporations
and Securities Panel of the
Australian Securities Commission
of Australian States and
Territories; Chairman, Queen
Victoria Market; Director,
First Resources Development
Fund and Statewide Friendly
Society.
</TABLE>
- 5 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
<S> <C> <C> <C> <C>
Laurence S. Freedman* President of the Fund (since 52 1992 -
Level 3 1992); Sole Vice President and
190 George Street Director (since 1985) and
Sydney, N.S.W. 2000 Chairman (since 1995), The
Australia First Australia Fund, Inc.;
Sole Vice President and Director
(since 1986) and Chairman (since
1995), The First Australia Prime
Income Fund, Inc.; Joint Managing
Director, First Australia Prime
Income Investment Company Limited
(since 1986); Founder and Joint
Managing Director, EquitiLink
Limited (since 1986); Joint
Managing Director, EquitiLink
Australia Limited (since 1981);
Director, EquitiLink International
Management Limited (since 1985);
Chairman and Joint Managing
Director, MaxiLink Limited (since
1987); Executive Director,
MaxiLink Securities Limited
(since 1987); Chairman and Director,
First Resources Development Fund
Limited (since 1994); Director,
Ten Group Limited (since 1994);
Director, Telecasters North
Queensland Limited since 1993);
Managing Director, Link Enterprises
(International) Pty. Limited
(an investment management company)
(since 1980); Manager of Investments,
Bankers Trust Australia Limited
(1978-1980); Investment Manager,
Consolidated Goldfields (Australia)
Limited (natural resources investments)
</TABLE>
- 6 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
<S> <C> <C> <C> <C>
David Manor* Treasurer and Director of the 55 1992 -
Level 3 Fund and The First Australia
190 George Street Prime Income Fund, Inc. (since
Sydney, N.S.W. 2000 1987); Treasurer of The First
Australia Australia Fund, Inc. (since
1987) and First Australia Prime
Income Investment Company Limited
(since 1987); Executive Director,
EquitiLink Australia Limited and
EquitiLink Limited (since 1986);
Director, EquitiLink International
Management Limited (since 1987)
and EquitiLink U.S.A., Inc.
E. Duff Scott+ Director, First Australia Prime 59 1992 -
Suite 400 Income Investment Company
70 University Avenue Limited (since 1989); President,
Toronto, Ontario M5J 2M4 Multibanc Financial
Canada Corporation and Multibanc NT
Financial Corporation (investment
holding companies) (since 1990);
Chairman, QLT Phototherapeutics
(biopharmaceuticals) (since 1991);
Chairman, Prudential-Bache
Securities Canada (investment
banking) (1988-1990); Chairman,
The Toronto Stock Exchange
(1987-1989); Chairman, Peoples
Jewelers Corporation (retail
jeweler) (1993-present).
</TABLE>
- 7 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
Class II (Term Expiring at the Annual Meeting to be held in 1997)
<S> <C> <C> <C> <C>
Rt. Hon. Malcolm Fraser, Director, The First Australia 65 1992 -
A.C., C.H.+ Fund, Inc. (since 1985), The
55 Collins Street First Australia Prime Income
Melbourne, Victoria 3000 Fund, Inc. (since 1986) and
Australia First Australia Prime Income
Investment Company Limited
(since 1986); Partner, Nareen
Pastoral Company (agriculture);
Fellow, Center for International
Affairs, Harvard University;
International Council of
ssociates, Claremont University;
Chairman, CARE Australia (since
1987); President, CARE
International (1990-1995);
Member, Byrnes International
Advisory Board, University of
South Carolina (1985-1990);
ANZ International Board of Advice
(1987-1993); InterAction Council
for Former Heads of Government;
Co-Chairman, Commonwealth Eminent
Persons Group on Southern Africa
(1985-1986); Chairman, United
Nations Committee on African
Commodity Problems (1989-1990);
Consultant, The Prudential Insurance
Company of America; International
Consultant on Political, Economic
and Strategic Affairs (since March
1983); Parliamentarian - Prime
Minister of Australia (1975-1983).
</TABLE>
- 8 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
<S> <C> <C> <C> <C>
William J. Potter+++ Director, The First Australia 47 1992 -
156 W. 56th Street Fund, Inc. (since 1985), The
17th Floor First Australia Prime Income
New York, NY 10019 Fund, Inc. (since 1986) and
First Australia Prime Income
Investment Company Limited
(since 1986); Partner, Sphere
Capital Partners (corporate
consulting) (since 1989);
President, Ridgewood Partners,
Ltd. (investment banking)
(since 1989); Managing Director,
Prudential-Bache Securities Inc.
(1984-1989); Director, National
Foreign Trade Association;
Director, Alexandria Bancorp
Limited; Director, Battery
Technologies, Inc.; Director,
Compuflex Inc.; Director,
Impulsora del Fondo Mexico;
Director, Canadian Health
Foundation; First Vice President,
Barclays Bank, plc (1982-1984);
previously, various positions
with Toronto Dominion Bank.
Peter D. Sacks++ Director, The First Australi 50 1992 -
33 Yonge Street Prime Income Fund, Inc. (since
Suite 706 1993); President and Director,
Toronto, Ontario M5E 1G4 Toron Capital Markets, Inc.
Canada (currency, interest rate and
commodity risk management)
(since 1988); Director, Toron
Capital Management Ltd.
(commodity trading adviser)
(since 1994); Vice President
and Treasurer, Midland Bank
Canada (1987-1988); Vice President
and Treasurer, Chase Manhattan
Bank of Canada (1985-1987).
</TABLE>
- 9 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
<S> <C> <C> <C> <C>
Brian M. Sherman* Sole Vice President (since 52 1992 -
Level 3 1992) and Chairman (since
190 George Street 1995) of the Fund; President
Sydney, N.S.W. 2000 and Director, The First
Australia Australia Fund, Inc. (since
1985) and The First Australia
Prime Income Fund, Inc. (since
1986); Joint Managing Director
(since 1986) and Chairman
(since 1995), First Australia
Prime Income Investment
Company Limited; Chairman
and Joint Managing Director,
EquitiLink Limited (since
1986); Chairman and Joint
Managing Director, EquitiLink
Australia Limited (since 1981);
Director, EquitiLink
International Management
Limited (since 1985); Joint
Managing Director, MaxiLink
Limited (since 1987); Executive
Director, MaxiLink Securities
Limited (since 1987); Director,
First Resources Development
Fund Limited (since 1994);
Director, Ten Group Limited
(since 1994); Director,
Telecasters North Queensland
Limited (since 1993); Fund and
Portfolio Manager, Westpac
Banking Corporation
(1976-1981); Manager -
Investments, Outwich Limited
(an affiliate of Baring
Brothers & Co. Ltd.)
(merchant bank) (1972-1976).
</TABLE>
- 10 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
CLASS III (Current Directors and Nominees for a Term Expiring
at the Annual Meeting to be held in 1998)
<S> <C> <C> <C> <C>
Sir Roden Cutler, V.C., A.K., Director, The First Australia 79 1992 -
K.C.M.G., K.C.V.O., C.B.E., Fund, Inc. (since 1985), The
K.St.J. First Australia Prime Income
22 Ginahgulla Road Fund, Inc. (since 1986) and
Bellevue Hill, N.S.W. 2023 First Australia Prime Income
Australia Investment Company Limited
(since 1986); Australia
Director, Rothmans Holding
Ltd. (formerly Rothmans Pall
Mall) (tobacco) (1981-1994);
Chairman, State Bank of New
South Wales (1981-1986);
Governor of New South Wales,
Australia (1966-1981).
Michael Gleeson-White, A.O.* Director, First Australia Prime 70 1992 -
9a Wellington Street Income Investment Company
Woollahra, N.S.W. 2025 Limited (since 1986); Director,
Australia MaxiLink Limited (since 1987);
Consultant, EquitiLink Limited
(since 1990); Chairman, Bank
of Singapore (Australia) Limited
(1987-1990).
</TABLE>
- 11 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
<S> <C> <C> <C> <C>
John T. Sheehy++ Director, The First Australia 53 1992 -
6920 Koll Center Parkway Fund, Inc. (since 1985), The
Suite 225 First Australia Prime Income
Pleasanton, CA 94566 Fund, Inc. (since 1986) and
First Australia Prime Income
Investment Company Limited
(since 1986); Director, Greater
Pacific Food Holdings, Inc.
(food industry investment
company) (since 1993); Partner,
Sphere Capital Partners
(corporate consulting) (since
1987); Director, Sphere Capital
Advisors (investment adviser);
Director, Sandy Corporation
(corporate consulting,
communication and training)
(since 1986); Associate Director,
Bear, Stearns & Co. Inc.
(1985-1987); previously, Limited
Partner, Bear, Stearns & Co. Inc.
Warren C. Smith Director, First Australia Prime 40 1992 -
1002 Sherbrooke St. West Income Investment Company
Montreal, Quebec H3A 3L6 Limited; Editor, BCA
Canada Publications Ltd. (financial
publications, including The
Bank Credit Analyst) (since
1982).
</TABLE>
- -----------
* Directors considered by the Fund and its counsel to be persons who are
"interested persons" (which as used in this Proxy Statement is as defined in the
Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund or of
the Fund's investment manager or investment adviser. Messrs. Freedman, Sherman,
Manor and Gleeson-White are deemed to be interested persons because of their
affiliation with the Fund's investment manager and investment adviser, or
because they are officers of the Fund or both.
+ Messrs. Fraser, Potter and Scott are members of the Audit Committee.
++ Messrs. Elsum, Potter, Sacks and Sheehy are members of the Contract
Review Committee.
- 12 -
<PAGE>
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. No shares of the Fund's common stock
or preferred stock are owned by the Directors.
Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."
The Board of Directors recommends that holders of common stock vote FOR
the election of the four Class I nominees to the Fund's Board of Directors.
PROPOSAL 2: ELECTION OF PREFERRED DIRECTORS
The Fund has outstanding 600 shares of Auction Market Preferred Stock,
Series W-7, with an aggregate liquidation preference of $30,000,000.
Section 18 of the 1940 Act requires that the holders of any preferred
shares, voting separately as a single class without regard to series, have the
right to elect at least two Directors at all times. Dr. Anton E. Schrafl and
Roger C. Maddock have been re-nominated to fill the two preferred stock Board
seats and to represent exclusively the holders of all series of the Fund's
preferred stock (the "Preferred Directors") and to serve as Preferred Directors
until the Annual Meeting of Shareholders to be held in 1997. The nominees have
indicated an intention to serve if elected and have consented to be named in
this Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the persons listed below. The Board of Directors of the
Fund knows of no reason why either of these nominees will be unable to serve,
but in the event of any such inability, the proxies received will be voted for
such substituted nominees as the holders of preferred stock shall recommend, and
if no such recommendations are made, such substituted nominees as the Board of
Directors may recommend.
The following table sets forth certain information concerning each of the
nominees as a Preferred Director of the Fund.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
<S> <C> <C> <C> <C>
Dr. Anton E. Schrafl Director, First Australia Prime 63 1993 -
Talstrasse 83 Income Investment Company
CH-8001 Zurich Limited; Deputy Chairman,
Switzerland "Holderbank" Financiere
Glaris Ltd.; Director,
Organogenesis, Inc.
</TABLE>
- 13 -
<PAGE>
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Present Office With the Fund, Owned and % of
Name and Address Principal Occupation or Director Total Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/95(1)
- --------------------------- ---------------------------- --- ----- --------------
<S> <C> <C> <C> <C>
Roger C. Maddock** Director, The First Australia 45 1992 -
Union House Fund, Inc. (since 1992) and The
Union Street First Australia Prime Income
St. Helier, Jersey Fund, Inc. (since 1992); Chairman
Channel Islands and Managing Director,
United Kingdom EquitiLink International
Management Limited (since 1985);
Partner, Jackson Fox, Chartered
Accountants (since 1981);
Director, Worthy Trust Company
Limited (since 1981); Director,
Professional Consultancy Services
Limited (since 1983); Director,
Hollywell Spring, Limited
(since 1987); Director, The
EquitiLink Private Gold Investment
Fund Limited (since 1992);
Director, CentraLink-EquitiLink
Investment Company Limited
(since September 1994).
</TABLE>
- -----------
** Director considered by the Fund and its counsel to be an "interested
person" (which as used in this Proxy Statement is as defined in the 1940 Act) of
the Fund or of the Fund's investment advisers. Mr. Maddock is deemed to be an
interested person because of his affiliation with the Fund's investment manager.
(1) As of October 31, 1995, the Preferred Directors of the Fund as a group owned
no shares of the Fund's common or preferred stock.
Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."
The Board of Directors recommends that the holders of preferred stock vote
FOR the election of the two nominees as Preferred Directors to the Fund's Board
of Directors.
PROPOSAL 3: SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Price
Waterhouse LLP, independent
- 14 -
<PAGE>
public accountants, to examine the financial statements of the Fund for the
fiscal year ending October 31, 1996. Such appointment is now subject to
ratification or rejection by the shareholders of the Fund.
Audit services performed by Price Waterhouse LLP during the most recent
fiscal year included examination of the financial statements of the Fund,
services related to filings with the Securities and Exchange Commission and
consultation on matters performed by such firm related to the preparation and
filing of tax returns. The Fund knows of no direct or indirect financial
interest of such firm in the Fund.
Representatives of Price Waterhouse LLP are expected to be present at the
Meeting and will have the opportunity to respond to questions from shareholders
and to make a statement if they so desire.
The Board of Directors recommends that shareholders vote FOR ratification
of the selection of Price Waterhouse LLP as independent public accountants for
the fiscal year ending October 31, 1996.
PROPOSAL 4: AMENDMENT OF THE FUND'S CHARTER DOCUMENTS TO DECREASE
THE LIQUIDATION VALUE OF THE FUND'S SHARES OF PREFERRED
STOCK, SERIES W-7, IN ORDER TO EFFECT A STOCK SPLIT
The Fund's Board of Directors has determined that it would be in the
Fund's best interest to amend the Fund's charter documents to reduce the
liquidation value of each share of preferred stock, Series W-7, from $50,000 to
$25,000 in order to effect a two for one stock split. If the proposal is
approved, it is the intention of the Board of Directors to declare a split of
each share of the Fund's Series W-7 preferred stock, liquidation value $50,000
per share into two shares of Series W-7 preferred stock, liquidation value
$25,000 per share.
The Fund's Board of Directors has proposed this reduction in liquidation
value and accompanying stock split in order to increase the potential universe
of preferred stock investors, and to give these investors greater flexibility to
tailor the size of their investment. If an increased number of potential
investors is bidding at the auctions at which the dividend rate paid by the Fund
with respect to the preferred stock is determined, the dividend rates paid by
the Fund to the preferred stockholders may be lower than they would be if a
smaller pool of investors is bidding at the auctions.
If the proposed stock split is effected, the Fund's common stockholders
should not be affected, except to the extent that the Fund may benefit from a
reduction in the dividends paid with respect to its preferred stock. Preferred
stockholders would have the option of investing in increments of $25,000, rather
than $50,000 and thus would have greater flexibility and liquidity with respect
to their investment.
The proposed modifications to the Fund's charter documents are attached
hereto as Appendix A.
The Board of Directors recommends that shareholders vote FOR the amendment
to the Fund's charter documents as described above and as set forth in Appendix
A to decrease the liquidation value of the Fund's preferred stock, series W-7,
in order to effect a stock split.
- 15 -
<PAGE>
PROPOSAL 5: OTHER MATTERS
The Board of Directors knows of no business to be brought before the
Meeting other than as set forth above. If, however, any other matters properly
come before the Meeting, it is the intention of the persons named in the
enclosed proxy form to vote such proxies on such matters in accordance with
their best judgment.
FURTHER INFORMATION REGARDING DIRECTORS AND OFFICERS
Committees and Board of Directors Meetings. The Board of Directors has a
standing Audit Committee, which consists of certain Directors who are not
interested persons of the Fund as defined in the 1940 Act. The principal purpose
of the Audit Committee is to review the scope of the annual audit conducted by
the Fund's independent public accountants and the evaluation by such accountants
of the accounting procedures followed by the Fund. The Board of Directors also
has a standing Contract Review Committee that reviews and makes recommendations
to the Board with respect to entering into, renewal or amendment of the
Management Agreement, the Investment Adviser Agreement, the Trading and
Consulting Agreement and the Administration Agreement. The Board of Directors
does not have a standing nominating committee.
During the Fund's fiscal year ended October 31, 1995, the Board of
Directors held four meetings, the Audit Committee held two meetings and the
Contract Review Committee held one meeting. Each of the Directors then in office
attended at least 75% of the total number of the meetings of the Board of
Directors and all the Committees of the Board on which he served, except Dr.
Schrafl, who attended two of the four meetings of the Board of Directors.
Officers of the Fund. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors and, with the exceptions of Mr. Sechos and
Ms. Sananikone-Fletcher, all of whom have served the Fund since its inception,
are as follows: Laurence S. Freedman (age 52), President; Brian M. Sherman (age
52), Sole Vice President; David Manor (age 55), Treasurer; David R. Andrews (age
43), Chief Economic Analyst; Ouma Sananikone-Fletcher (37), Assistant Vice
President-Chief Investment Officer; Barry G. Sechos (34), Assistant Treasurer;
Roy M. Randall (age 59), Secretary; Allan S. Mostoff (age 63), Assistant
Secretary; and Margaret A. Bancroft (age 57), Assistant Secretary.
The respective principal occupations of the Fund's officers are as
follows: Messrs. Freedman, Sherman and Manor shown above in the table of
nominees and Directors under "Proposal 1: Election of Class I Directors"; David
R. Andrews, Director and Group Economist, EquitiLink Australia Limited (since
1989); General Manager, Research, Monitor Money Corporation (investment
management) (June 1988-September 1989); Economist, Westpac Banking Corporation
(banking) (September 1985 to June 1988); Barry G. Sechos, General Counsel to the
EquitiLink Group (since 1993) and Soliciter, Allen, Allen & Hemsley (1986-1993);
Roy M. Randall, Partner of Freehill, Hollingdale & Page (Australian law firm);
Allan S. Mostoff and Margaret A. Bancroft, Partners of Dechert Price & Rhoads
(U.S. law firm).
Relationship of Directors or Nominees with the Investment Adviser and the
Investment Manager. EquitiLink International Management Limited (the "Investment
Manager") serves as investment manager to the Fund and EquitiLink Australia
Limited (the "Investment Adviser") serves as investment adviser to the Fund
pursuant to a management agreement dated February 20, 1992 and an investment
advisory agreement dated February 20, 1992.
- 16 -
<PAGE>
The Investment Manager is a Jersey, Channel Islands corporation organized
in October 1985 with its registered office located at Union House, Union Street,
St. Helier, Jersey, Channel Islands. The Investment Adviser is a wholly owned
subsidiary of EquitiLink Limited, an Australian corporation. The registered
offices of both the Investment Adviser and EquitiLink Limited are located at 44
Pitt Street, Sydney, N.S.W., Australia. EquitiLink Limited is a public company
whose ordinary shares are listed on the Australian Stock Exchange Limited.
Messrs. Freedman, Manor and Sherman, all Directors of the Fund, serve as
directors of the Investment Manager. Mr. Maddock, a Director of the Fund, is
also chairman and managing director of the Investment Manager. In addition,
Messrs. Freedman and Sherman are the principal shareholders of the Investment
Manager. Mr. Gleeson-White, a director of the Fund and a Consultant to
Equitilink Limited, and Mr. Manor are shareholders of the Investment Manager.
Messrs. Freedman, Manor and Sherman also serve as, respectively, joint
managing director, executive director, and joint managing director and chairman
of the Investment Adviser. Messrs. Freedman and Sherman are the principal
shareholders of Equitilink Limited; Messrs. Gleeson-White, Maddock and Manor are
also shareholders of EquitiLink Limited.
In a transaction effected on March 10, 1995, Transek Trust sold 13,689,944
shares of EquitiLink Limited to Transek Pty Limited, a wholly-owned subsidiary
of the Investment Manager, at a price of $0.69 per share, as determined by an
independent valuation, which price was paid in three installments. Messrs.
Freedman and Sherman are the principal beneficiaries of Transek Trust, and as
mentioned above, are also the principal shareholders of the Investment Manager,
the parent of Transek Pty Limited.
During the fiscal year ended October 31, 1995, Professional Consultancy
Services Limited, a limited company organized under the laws of Jersey, Channel
Islands, provided administrative services to the Investment Manager in
connection with its activities on behalf of the Fund and other U.S. and foreign
investment companies and entities in return for a fee in the amount of $930,000.
Mr. Maddock is a director and principal shareholder of Professional Consultancy
Services Limited.
Compensation of Directors and Certain Officers. The following table sets forth
information regarding compensation of Directors by the Fund and by the fund
complex of which the Fund is a part for the fiscal year ended October 31, 1995.
Officers of the Fund and Directors who are interested persons of the Fund do not
receive any compensation from the Fund or any other fund in the fund complex. In
the column headed "Total Compensation From Registrant and fund Complex Paid to
Directors," the number in parentheses indicates the total number of boards in
the fund complex on which the Director serves.
- 17 -
<PAGE>
<TABLE>
<CAPTION>
Compensation Table
Fiscal Year Ended 10/31/95
Total
Pension or Estimated Compensation
Aggregate Retirement Annual From Registrant
Compensation Benefits Accrued Benefits and Fund
From As Part of Fund Upon Complex Paid to
Name of Person, Position Registrant Expenses Retirement Directors
- ------------------------ ---------- -------- ---------- ---------
<S> <C> <C> <C> <C>
Sir Roden Cutler............... $ N/A N/A $ (3)
David Lindsay Elsum............ N/A N/A (3)
Laurence S. Freedman........... N/A N/A (3)
Rt. Hon. Malcolm Fraser........ N/A N/A (3)
Michael Gleeson-White.......... N/A N/A (1)
David Manor.................... N/A N/A (2)
William J. Potter.............. N/A N/A (3)
Peter D. Sacks................. N/A N/A (2)
E. Duff Scott.................. N/A N/A (1)
John T. Sheehy................. N/A N/A (3)
Brian M. Sherman............... N/A N/A (3)
Warren C. Smith................ N/A N/A (1)
Preferred Directors:
Roger C. Maddock............... N/A N/A (3)
Dr. Anton E. Schrafl........... N/A N/A (1)
</TABLE>
- -----------
ADDITIONAL INFORMATION
Expenses. The expense of preparation, printing and mailing of the enclosed form
of proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable expenses
in forwarding proxy solicitation material to the beneficial owners of the shares
of the Fund. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone, telegraph or personal
interview. Such solicitation may be conducted by, among others, officers and
employees of the Fund, the Investment Manager, the Investment Adviser or State
Street Bank and Trust Company, the Transfer Agent of the Fund. It is anticipated
that the cost of such supplementary solicitation, if any, will be nominal.
Tritech Services ("Tritech") may be retained to assist in the solicitation of
proxies. If retained, Tritech will be paid approximately $_______ by the Fund
and the Fund will reimburse Tritech for its related expenses.
Voting Required. The presence in person or by the proxy of shareholders
entitled to cast a majority of the votes entitled to be cast is required to
constitute a quorum for the transaction of business at the Meeting. Election of
Class I Directors of the Board of Directors (Proposal 1) will require the
affirmative vote of a majority of the holders of the outstanding common stock
present or represented by proxy at the Meeting. Approval of the election of
Preferred Directors of the Board of Directors (Proposal 2) will require the
affirmative vote of the holders of a majority of the outstanding shares of
preferred stock present or represented at the Meeting. Ratification of
- 18 -
<PAGE>
the selection of the independent public accountants (Proposal 3) will require
the affirmative vote of the holders of a majority of the outstanding shares of
both the common and preferred stock present or represented by proxy at the
Meeting, voting together as a single class. Approval of the proposed amendment
to the Fund's charter documents to decrease the liquidation value of the Fund's
shares of preferred stock, Series W-7 (Proposal 4), will require the affirmative
vote of the holders of a majority of the outstanding shares of both the common
and preferred stock, voting together as a single class. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (that is, proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted. For this
reason, abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of each proposal.
Shareholder Proposals. If a shareholder intends to present a proposal at the
Annual Meeting of Shareholders of the Fund to be held in 1997 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the offices of the
Fund by September _______, 1996.
By Order of the Board of Directors,
Roy M. Randall, Secretary
800 Scudders Mill Road
Plainsboro, New Jersey 08536
January 10, 1996
- 19 -
<PAGE>
COMMON STOCK
PROXY THE FIRST COMMONWEALTH FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders - March 14, 1995
The undersigned hereby appoints Sir Roden Cutler, Brian M. Sherman and
Laurence S. Freedman, and each of them, the proxies of the undersigned, with
power of substitution to each of them, to vote all shares of the common stock of
The First Commonwealth Fund, Inc. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of The First Commonwealth Fund, Inc. to be
held at Prudential Securities Incorporated, 28th Floor, One Seaport Plaza, New
York, New York, on March 14, 1996, at 1:00 p.m., New York City time, and any
adjournment thereof.
Unless otherwise specified in the squares provided, the undersigned's vote
will be cast FOR items (1), (3) and (4).
1. The election of four directors to serve as Class III Directors for a
three-year term:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary to vote for all nominees
below) /_/ listed below /_/
Nominees: David Lindsay Elsum, Laurence S. Freedman, David Manor and
E. Duff Scott.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name on the space provided below.)
-------------------------------
3. Ratification of the selection of Price Waterhouse LLP as independent
public accountants.
|_| FOR |_| AGAINST |_| ABSTAIN
4. Approval of the proposed amendment to the Fund's charter documents to
decrease the liquidation value of the Fund's shares of preferred stock,
Series W-7, in order to effect a stock split.
|_| FOR |_| AGAINST |_| ABSTAIN
5. In their discretion on any other business which may properly come before
the meeting or any adjournment thereof.
Please sign exactly as your name or
names appear hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title or status.
-------------------------------------
(Signature of Shareholder)
-------------------------------------
(Signature of Joint Tenant, if any)
Date , 1996
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
<PAGE>
AUCTION MARKET PREFERRED
STOCK, SERIES W-7
PROXY THE FIRST AUSTRALIA PRIME INCOME FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders - March 14, 1996
The undersigned hereby appoints Sir Roden Cutler, Brian M. Sherman and
Laurence S. Freedman, and each of them, the proxies of the undersigned, with
power of substitution to each of them, to vote all shares of the Auction Market
Preferred Stock, Series W-7 of The First Commonwealth Fund, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of The
First Commonwealth Fund, Inc. to be held at Prudential Securities Incorporated
28th Floor, One Seaport Plaza, New York, New York, on March 14, 1996, at
1:00 p.m., New York City time, and any adjournment thereof.
Unless otherwise specified in the squares provided, the undersigned's vote
will be cast FOR items (2), (3) and (4).
2. The election of two Directors to represent the interests of Preferred
Stock for the ensuing year:
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the to vote for all nominees listed
contrary below /_/ below /_/
Nominees: Roger C. Maddock and Dr. Anton E. Schrafl.
(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name on the space provided below.)
------------------------------------
3. Ratification of the selection of Price Waterhouse LLP as independent
public accountants.
|_| FOR |_| AGAINST |_| ABSTAIN
4. Approval of the proposed amendment to the Fund's charter documents to
decrease the liquidation value of the Fund's shares of preferred stock,
Series W-7, in order to effect a stock split.
|_| FOR |_| AGAINST |_| ABSTAIN
5. In their discretion on any other business which may properly come before
the meeting or any adjournment thereof.
Please sign exactly as your name or
names appear hereon. When signing as
attorney, executor, administrator,
trustee or guardian, please give your
full title or status.
____________________________________
(Signature of Shareholder)
____________________________________
(Signature of Joint Tenant, if any)
Date _____, 1996
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
<PAGE>
