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:
[ ] Preliminary proxy statement
[ ] Confidential, for use of the Commission only (as permitted by Rule
14-6(e)(2))
[X] 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] No fee required.
[ ] 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:
_________________________________________________________________________
(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>
800 Scudders Mill Road
Plainsboro, New Jersey 08536
(609) 282-4600
January 20, 1997
Dear Shareholder:
The Annual Meeting of Shareholders is to be held at 1:00 p.m. on
Thursday, March 13, 1997, at the offices of Prudential Securities Incorporated,
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 II 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. 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.
BRIAN M. SHERMAN 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>
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<PAGE>
THE FIRST COMMONWEALTH FUND, INC.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
-----------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
March 13, 1997
-----------
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, One Seaport Plaza, New York, New York on
March 13, 1997, at 1:00 p.m. for the following purposes:
(1) To elect four Directors to serve as Class II 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, 1997; and
(4) 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,
1997 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
Plainsboro, New Jersey
January 20, 1997
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.
<PAGE>
(This page has been left blank intentionally.)
<PAGE>
PROXY STATEMENT
THE FIRST COMMONWEALTH FUND, INC.
800 Scudders Mill Road
Plainsboro, New Jersey 08536
-----------
Annual Meeting of Shareholders
March 13, 1997
-----------
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, One Seaport Plaza, New York, New York on March 13,
1997, at 1:00 p.m. The approximate mailing date for this Proxy Statement is
January 20, 1997.
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 and 3 and proxies submitted by holders of the Fund's preferred
stock will be voted in favor of Proposals 2 and 3. 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.
Solicitation of Vote
Solicitation of Vote of Preferred
of Common Stockholders
Stockholders (Series W-7)
------------ ------------
Proposal 1:
Election of Class II Directors. Yes No
Proposal 2:
Election of Preferred
Directors................... No Yes
Proposal 3:
Selection of Independent
Public Accountants.......... Yes Yes
The Board of Directors has fixed the close of business on January 2,
1997 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, 1997, the Fund had 9,266,209 shares of common stock, par value $0.001 per
share, outstanding and 1,200 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 record date no persons or group beneficially
owned more than five percent of the outstanding shares of common or preferred
stock of the Fund.
<PAGE>
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, 1996 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 II 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. Rt. Hon. Malcolm
Fraser, William J. Potter, Peter D. Sacks and Brian M. Sherman, 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 2000 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 II 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.
<TABLE>
<CAPTION>
Shares of
Common Stock
Beneficially
Owned and %
Present Office With the Fund, of Total
Name and Address Principal Occupation or Director Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/96 (1)
--------------------------- ---------------------------- --- ----- ---------------
Class I (Term Expiring at the Annual Meeting to be held in 1999)
<S> <C> <C> <C>
David Lindsay Elsum A.M.++ Director, The First Australia Fund, Inc. 59 1992 -
9 May Grove (since 1985), The First Australia Prime
South Yarra, Victoria 3141 Income Fund, Inc. (since 1986) and First
Australia Australia Prime Income Investment
Company Limited (since 1986); Chairman,
Health Computing Services Limited; Director,
MaxiLink Limited; President, State
Superannuation Fund of Victoria (1986-1993);
Director, IlTec Limited (1993-1996); Managing
Director, The MLC Limited (insurance)
(1984-1985); Managing Director, Renison
Goldfields Consolidated Limited (mining)
(1983-1984); Member, Corporations and
Securities Panel of the Australian Securities
Commission; Chairman, Queen Victoria Market;
Director, First Resources Development Fund;
Chairman, Melbourne Wholesale Fish Market
Ltd.; Member, Administrative Appeals
Tribunal.
<PAGE>
Laurence S. Freedman* President of the Fund (since 1992); Sole 53 1992 -
Level 3 Vice President and Director (since 1985)
190 George Street and Chairman (since 1995), The First
Sydney, N.S.W. 2000 Australia Fund, Inc.; Sole Vice President
Australia 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
Joint Managing 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
(investment management company) (since 1980);
Manager of Investments, Bankers Trust
Australia Limited (1978-1980); Investment
Manager, Consolidated Goldfields (Australia)
Limited (natural resources investments)
(1975-1978).
Michael R. Horsburgh Director, The First Australia Fund, Inc. 51 1994 -
675 Third Avenue (since 1985); Director, The First Australia
22nd Floor Prime Income Fund, Inc. (since 1986);
New York, NY 10017 Director and Chief Executive Officer
(since 1991) and Managing Director (since
1996), Carlson Investment Management,
Inc.; Director, The First Hungary Fund;
Managing Director, Barclays de Zoete
Wedd Investment Management (U.S.A.)
(1990-1991); Special Associate Director,
Bear, Stearns & Co. Inc. (1989-1990);
Senior Managing Director, Bear, Stearns
& Co. Inc. (1985-1989); General Partner,
Bear, Stearns & Co. Inc. (1981-1985);
previously, Limited Partner, Bear, Stearns
& Co. Inc.
<PAGE>
E. Duff Scott+ Director, First Australia Prime Income 60 1992 -
Suite 400 Investment Company Limited (since
70 University Avenue 1989); President, Multibanc Financial
Toronto, Ontario M5J 2M4 Corporation and Multibanc NT Financial
Canada Corporation (investment holding
companies) (since 1990); Chairman, QLT
Phototherapeutics (biopharmaceuticals) (since
1991); Director, Merchant Private Trust
(Canadian company); Chairman,
Prudential-Bache Securities Canada
(investment banking) (1988-1990); Chairman,
The Toronto Stock Exchange (1987-1989);
Chairman, Peoples Jewelers Corporation
(retail jeweler) (since 1993).
CLASS II (Current Directors and Nominees for a Term
Expiring at the Annual Meeting to be held in 2000)
Rt. Hon. Malcolm Fraser, Director, The First Australia Fund, Inc. 66 1992 -
A.C., C.H.+ (since 1985), The First Australia Prime
55 Collins Street Income Fund, Inc. (since 1986) and First
Melbourne, Victoria 3000 Australia Prime Income Investment
Australia Company Limited (since 1986); Partner,
Nareen Pastoral Company (agriculture);
Fellow, Center for International Affairs,
Harvard University; International Council of
Associates, Claremont University; Member, ANZ
International Board of Advice (1987-1990);
InterAction Council for Former Heads of
Government (1987-1993); 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 1983);
Parliamentarian - Prime Minister of Australia
(1975-1983).
<PAGE>
William J. Potter Director, The First Australia Fund, Inc. 48 1992 -
380 Lexington Avenue (since 1985), The First Australia Prime
Suite 517 Income Fund, Inc. (since 1986) and First
New York, NY 10168 Australia Prime Income Investment
Company Limited (since 1986); Partner, Sphere
Capital Partners (corporate consulting)
(since 1989); President, Ridgewood Group
International Ltd. (investment banking)
(since 1989); Advisor, Guardian Capital
Group; Managing Director, Prudential-Bache
Securities Inc. (1984-1989); Director,
National Foreign Trade Association; Director,
Ridgewood Capital Funding, Inc. (NASD);
Director, Alexandria Bancorp Limited;
Director, Battery Technologies, Inc.;
Director, Compuflex Inc.; Director, Impulsora
del Fondo Mexico; Director, International
Panorama Resources Ltd.; Director, Voicenet,
Inc.; Director, Alexandria Bancorp (banking
group in Cayman Islands); 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 Australia Prime 51 1992 -
33 Yonge Street Income Fund, Inc. (since 1993); President
Suite 706 and Director, Toron Capital Markets, Inc.
Toronto, Ontario M5E 1G4 (currency, interest rate and commodity
Canada risk management) (since 1988); Vice
President and Treasurer, Midland Bank
Canada (1987-1988); Vice President and
Treasurer, Chase Manhattan Bank of
Canada (1985-1987).
<PAGE>
Brian M. Sherman* Sole Vice President (since 1992) and 53 1992 -
Level 3 Chairman (since 1995) of the Fund;
190 George Street President and Director, The First
Sydney, N.S.W. 2000 Australia Fund, Inc. (since 1985) and The
Australia 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);
Joint Managing 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).
CLASS III (Term Expiring at the Annual Meeting to be held in 1998)
Sir Roden Cutler, V.C., A.K., Chairman (1985-1995) and Director (since 80 1992 -
K.C.M.G., K.C.V.O., C.B.E., 1985), The First Australia Fund, Inc.
K.St.J. (since 1985); Chairman (1985-1995) and
22 Ginahgulla Road Director (since 1986), The First Australia
Bellevue Hill, N.S.W. 2023 Prime Income Fund, Inc. and First
Australia Australia Prime Income Investment
Company Limited; 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 Income 71 1992 -
9A Wellington Street Investment Company Limited (since
Woollahra, N.S.W. 2025 1986); Director, MaxiLink Limited (since
Australia 1987); Deputy Chairman, Art Gallery of
New South Wales Foundation; Director,
Cleveland Shopping Centre Pty. Ltd.;
Consultant, EquitiLink Limited
(1990-1996); Chairman, Bank of Singapore
(Australia) Limited (1987-1990).
<PAGE>
John T. Sheehy++ Director, The First Australia Fund, Inc. 54 1992 -
1 Southwest Columbia (since 1985), The First Australia Prime
12th Floor Income Fund, Inc. (since 1986) and First
Portland, OR 97258 Australia Prime Income Investment
Company Limited (since 1986); Managing
Director, Black & Company
(broker-dealer and investment bankers);
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 Income 41 1992 -
1002 Sherbrooke St. West, Investment Company Limited (since
#1600 1993); Editor, BCA Publications Ltd.
Montreal, Quebec H3A 3L6 (financial publications, including The Bank
Canada Credit Analyst) (since 1982).
<FN>
- -----------
* 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.
(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.
</FN>
</TABLE>
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 II nominees to the Fund's Board of Directors.
PROPOSAL 2: ELECTION OF PREFERRED DIRECTORS
The Fund has outstanding 1,200 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
<PAGE>
until the Annual Meeting of Shareholders to be held in 1998. 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
Owned and %
Present Office With the Fund, of Total
Name and Address Principal Occupation or Director Outstanding
of Each Director or Nominee Employment and Directorships Age Since on 10/31/96 (1)
--------------------------- ---------------------------- --- ----- ---------------
<S> <C> <C> <C>
Dr. Anton E. Schrafl Director, First Australia Prime Income 64 1993 -
Talstrasse 83 Investment Company Limited; Deputy
CH-8001 Zurich Chairman, "Holderbank" Financiere Glaris
Switzerland A.G. (mfg. cement and allied materials);
Director, Organogenesis, Inc.
Roger C. Maddock** Director, The First Australia Fund, Inc. 46 1992 -
Union House, Union Street (since 1992) and The First Australia Prime
St. Helier, Jersey Income Fund, Inc. (since 1992); Chairman
Channel Islands JE4 8TQ and Managing Director, EquitiLink
United Kingdom 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).
<FN>
- -----------
** 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, 1996, the Preferred Directors of the Fund as a group owned
no shares of the Fund's common or preferred stock.
</FN>
</TABLE>
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.
<PAGE>
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 public accountants, to examine the financial
statements of the Fund for the fiscal year ending October 31, 1997. 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, 1997.
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 and results 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, 1996, the Board of
Directors held four regularly scheduled meetings and one special meeting, 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 regularly scheduled meetings of the Board of Directors and all the
Committees of the Board on which he served. Dr. Schrafl and Mr. Smith, both of
whom attended at least 75% of the regularly scheduled meetings, missed the one
special meeting, which was called on short notice.
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 53), President; Brian M. Sherman (age
53), Sole Vice President; David Manor (age 56), Treasurer; Ouma
Sananikone-Fletcher (age 38), Assistant Vice President-Chief Investment Officer;
Barry G. Sechos (age 35), Assistant Treasurer; Roy M. Randall (age 60),
Secretary; Allan S. Mostoff (age 64), Assistant Secretary; and Margaret A.
Bancroft (age 58), 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 II Directors"; Ouma
Sananikone-Fletcher, Investment Director, EquitiLink Australia Limited (since
1994) and Executive Director, Banque Nationale de Paris (1986-1994); Barry G.
Sechos, General Counsel to EquitiLink Australia Limited (since 1993),
<PAGE>
Director, EquitiLink Australia Limited (since 1994) 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.
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
Level 3, 190 George 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.
During the fiscal year ended October 31, 1996, 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 $240,000.
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, 1996.
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.
<TABLE>
<CAPTION>
Compensation Table
Fiscal Year Ended 10/31/96
Total
Pension or Compensation
Aggregate Retirement Estimated From Registrant
Compensation Benefits Accrued Annual and Fund
From As Part of Benefits Upon Complex Paid
Name of Person, Position Registrant Fund Expenses Retirement to Directors
- ------------------------ ---------- ------------- ---------- ------------
<S> <C> <C> <C> <C>
Sir Roden Cutler..................... $8,000 N/A N/A $29,250(3)
David Lindsay Elsum.................. 8,000 N/A N/A 29,250(3)
Laurence S. Freedman................. 0 N/A N/A 0(3)
Rt. Hon. Malcolm Fraser.............. 8,000 N/A N/A 29,250(3)
Michael Gleeson-White................ 0 N/A N/A 0(1)
Michael R. Horsburgh................. 8,000 N/A N/A 29,250(3)
<PAGE>
David Manor.......................... 0 N/A N/A 0(2)
William J. Potter................... 8,000 N/A N/A 29,250(3)
Peter D. Sacks....................... 8,000 N/A N/A 21,750(2)
E. Duff Scott........................ 8,000 N/A N/A 8,000(1)
John T. Sheehy....................... 8,000 N/A N/A 29,250(3)
Brian M. Sherman..................... 0 N/A N/A 0(3)
Warren C. Smith...................... 8,000 N/A N/A 8,000(1)
Preferred Directors:
Roger C. Maddock..................... 0 N/A N/A 0(3)
Dr. Anton E. Schrafl................. 8,000 N/A N/A 8,000(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 $4,275 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 II 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 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. 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 1998 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 22, 1997.
By Order of the Board of Directors,
Roy M. Randall, Secretary
800 Scudders Mill Road
Plainsboro, New Jersey 08536
January 20, 1997
<PAGE>
AUCTION MARKET PREFERRED
STOCK, SERIES W-7
PROXY THE FIRST COMMONWEALTH FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Shareholders - March 13, 1997
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,
One Seaport Plaza, New York, New York, on March 13, 1997, 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
contrary below) [_] listed 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. In their discretion on any other business which may properly come before
the meeting or any adjournment thereof.
[_] FOR DISCRETIONARY AUTHORITY [_] WITHHOLD DISCRETIONARY AUTHORITY
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 _________________, 1997
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
<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 13, 1997
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, One Seaport Plaza, New York,
New York, on March 13, 1997, 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).
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
contrary below) [_] listed below [_]
Nominees: Rt. Hon. Malcolm Fraser, William J. Potter, Peter D. Sacks
and Brian M. Sherman.
(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. In their discretion on any other business which may properly come before
the meeting or any adjournment thereof.
[_] FOR DISCRETIONARY AUTHORITY [_] WITHHOLD DISCRETIONARY AUTHORITY
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 _________________, 1997
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
<PAGE>
