<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE TAIWAN EQUITY FUND, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE>
THE TAIWAN EQUITY FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA
JERSEY CITY, NEW JERSEY 07302
(800) 933-3440
April 11, 1996
Dear Stockholders:
The Annual Meeting of Stockholders of The Taiwan Equity Fund, Inc. (the
"Fund") will be held at 11:30 A.M., New York time, on Friday, June 7, 1996, at
the offices of Daiwa Securities America Inc., Financial Square, 32 Old Slip,
14th Floor, New York, New York 10005. A Notice and Proxy Statement regarding the
meeting, a proxy card for your vote at the meeting, and a postage prepaid
envelope in which to return your proxy are enclosed.
At the Annual Meeting, the stockholders will (i) elect two Class I directors
and (ii) consider the ratification of the selection of Price Waterhouse LLP as
independent accountants. In addition, the stockholders who will be present at
the Annual Meeting will hear an investment report on the Fund and will have an
opportunity to discuss matters of interest to them.
If you will not be able to attend the Annual Meeting in person, please take
the time now to review the enclosed materials and vote your shares by proxy.
YOUR VOTE IS IMPORTANT.
The Board recommends that the stockholders vote in favor of each of the
foregoing matters.
Respectfully,
[SIGNATURE]
Shuichi Komori
CHAIRMAN OF THE BOARD
STOCKHOLDERS ARE URGED TO SIGN AND MAIL THE ACCOMPANYING PROXY IN THE ENCLOSED
RETURN ENVELOPE TO INSURE A QUORUM AT THE MEETING.
<PAGE>
THE TAIWAN EQUITY FUND, INC.
----------
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
JUNE 7, 1996
------------------------
To the Stockholders of
The Taiwan Equity Fund, Inc.:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of The Taiwan
Equity Fund, Inc. (the "Fund") will be held at the offices of Daiwa Securities
America Inc., Financial Square, 32 Old Slip, 14th Floor, New York, New York
10005, on Friday, June 7, 1996, at 11:30 A.M., New York time, for the following
purposes:
1. To elect two Class I directors to serve for a term expiring on the date
on which the Annual Meeting of Stockholders is held in 1999.
2. To ratify or reject the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending December 31, 1996.
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on March 18, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting or any adjournments thereof.
You are cordially invited to attend the meeting. Stockholders who do not
expect to attend the meeting in person are requested to complete, date and sign
the enclosed form of proxy and return it promptly in the envelope provided for
that purpose. You may nevertheless vote in person at the meeting if you choose
to attend. The enclosed proxy is being solicited by the Board of Directors of
the Fund.
By order of the Board of Directors,
Lawrence Jacob
SECRETARY
April 11, 1996
<PAGE>
THE TAIWAN EQUITY FUND, INC.
----------
PROXY STATEMENT
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of THE TAIWAN EQUITY FUND, INC. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Daiwa Securities America Inc., Financial Square, 32 Old Slip, 14th Floor, New
York, New York 10005, on Friday, June 7, 1996, at 11:30 A.M., New York time, and
at any adjournments thereof.
This Proxy Statement and the form of proxy are being mailed to stockholders
on or about April 11, 1996. Any stockholder giving a proxy in advance of the
Annual Meeting has the power to revoke it by mail (addressed to the Secretary,
The Taiwan Equity Fund, Inc., c/o Daiwa Securities Trust Company, One Evertrust
Plaza, 9th Floor, Jersey City, New Jersey 07302) or in person at the meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in this Proxy Statement. Abstentions and broker non-votes
are each included in the determination of the number of shares present at the
meeting.
THE FUND WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS ANNUAL REPORT FOR ITS
FISCAL YEAR ENDED DECEMBER 31, 1995 TO ANY STOCKHOLDER REQUESTING SUCH REPORT.
REQUESTS FOR THE ANNUAL REPORT SHOULD BE MADE BY WRITING TO THE TAIWAN EQUITY
FUND, INC., C/O DAIWA SECURITIES TRUST COMPANY, ONE EVERTRUST PLAZA, 9TH FLOOR,
JERSEY CITY, NEW JERSEY 07302, ATTENTION: SHAREHOLDER RELATIONS, OR BY CALLING
(800) 933-3440 OR (201) 915-3020.
The Board of Directors has fixed the close of business on March 18, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the meeting and at any adjournments thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of the record date, the Fund had outstanding
4,507,318 shares of common stock. To the knowledge of the Fund's management, no
person owned beneficially more than 5% of the Fund's outstanding shares as of
March 18, 1996.
Management of the Fund knows of no business other than that mentioned in
Items 1 and 2 of the Notice of Meeting which will be presented for consideration
at the meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.
The Board of Directors recommends that the stockholders vote in favor of
each of the matters mentioned in Items 1 and 2 of the Notice of Meeting.
1
<PAGE>
(1) ELECTION OF DIRECTORS
Persons named in the accompanying form of proxy intend in the absence of
contrary instructions to vote all proxies for the election of the two nominees
listed below as directors of the Fund:
CLASS I
- -------------------
Masaru Arai
Oren G. Shaffer
to serve for terms expiring on the date of the Annual Meeting of Stockholders in
1999 or until their successors are elected and qualified. If any such nominee
should be unable to serve, an event that is not now anticipated, the proxies
will be voted for such person, if any, as shall be designated by the Board of
Directors to replace any such nominee. The election of each director will
require the affirmative vote of a majority of the votes cast at the meeting. For
this purpose, abstentions and broker non-votes will not be counted as votes cast
at the meeting.
INFORMATION CONCERNING NOMINEES AND DIRECTORS
The following table sets forth information concerning each of the nominees
as a director of the Fund, as well as the other current directors of the Fund.
Each of the nominees is now a director of the Fund and has consented to be named
in this Proxy Statement and to serve as a director of the Fund if elected.
NOMINEES
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING PAST SHARES
FIVE YEARS AND BENEFICIALLY
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR OWNED FEBRUARY PERCENT OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 29, 1996(+) CLASS
----------------------------------------- ---------------------------------------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
* Masaru Arai (46) President of the Fund; Managing 1995 None --
One Pacific Place, 6th Floor Director, Daiwa Asset Management (H.K.)
88 Queensway, Hong Kong Ltd., since 1995; Director, Asian
Diversified Equity Fund Public Limited
Company, since 1995; Deputy Managing
Director, Daiwa Asset Management (H.K.)
Ltd., from 1994 to 1995; General
Manager, Daiwa Investment Trust &
Management Co. Ltd., from 1992 to 1994;
Managing Director, Daiwa Securities
Australia Limited, from 1989 to 1992.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING PAST SHARES
FIVE YEARS AND BENEFICIALLY
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR OWNED FEBRUARY PERCENT OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 29, 1996(+) CLASS
----------------------------------------- ---------------------------------------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Oren G. Shaffer (53) Executive Vice President and Chief 1994 5,000 **
30 S. Wacker Drive, 38th Floor Financial Officer of Ameritech
Chicago, IL 60606 Corporation, since 1994; President and
Director of VIRGOCAP INC. from 1992 to
1994; Executive Vice President, Chief
Financial Officer and Director, The
Goodyear Tire and Rubber Company from
1984 to 1992; Director, Sunshine Mining
and Refinancing Company; Director,
Hygenic Corporation.
OTHER CURRENT DIRECTORS
* Shuichi Komori (52) Chairman of the Board of the Fund; 1994 None --
Financial Square Chairman, since 1994, The Thai Capital
32 Old Slip, 14th Floor Fund, Inc.; Chairman, since 1995, The
New York, NY 10005 Singapore Fund, Inc.; Chairman and Chief
Executive Officer, Daiwa Securities
America Inc. since 1994; Director, Daiwa
Securities Co. Ltd. from 1991 to 1994;
General Manager, Daiwa Securities Co.
Ltd. from 1989 to 1991.
Martin J. Gruber (58) Chairman of Finance Department and 1994 1,000 **
229 South Irving Street Professor of Finance, Leonard N. Stern
Ridgewood, NJ 07450 School of Business, New York University;
Director, Cowen Income & Growth Fund
Inc.; Director, Cowen Opportunity Fund;
Director, Standby Reserve Fund Inc.;
Director, Standby Tax Exempt Reserve
Fund Inc.; Trustee, BT Pyramid Fund,
since 1992; Director, The Japan Equity
Fund, Inc., since 1992; Trustee, BT
Leadership Trust, since 1993.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT OFFICE WITH THE
FUND, IF ANY, PRINCIPAL OCCUPATION
OR EMPLOYMENT DURING PAST SHARES
FIVE YEARS AND BENEFICIALLY
NAME (AGE) AND ADDRESS DIRECTORSHIPS IN DIRECTOR OWNED FEBRUARY PERCENT OF
OF NOMINEES PUBLICLY HELD COMPANIES SINCE 29, 1996(+) CLASS
----------------------------------------- ---------------------------------------- ---------- -------------- ----------
<S> <C> <C> <C> <C> <C>
Christina Y. Liu (41) Professor, National Taiwan University 1994 None --
2,15 F No. 155 (Department of Finance) since 1993;
Shin-Yin Road Associate Professor, City University of
Section 4 New York (Department of Economics and
Taipei, Taiwan Finance) from 1987 to 1993.
</TABLE>
- ------------------------
+ The information as to beneficial ownership is based on statements furnished
to the Fund by the nominees and directors.
* Directors so noted are deemed by the Fund's counsel to be "interested
persons" (as defined in the U.S. Investment Company Act of 1940, as amended
(the "1940 Act") ) of the Fund or of the Fund's investment manager or
investment adviser. Mr. Komori is deemed an interested person because of his
affiliation with Daiwa Securities America Inc., an affiliate of the Fund's
investment manager, Daiwa Asset Management (H.K.) Ltd. (the "Investment
Manager"), or because he is an officer of the Fund, or both. Mr. Arai is an
interested person because of his affiliation with the Fund's investment
manager, Daiwa Asset Management (H.K.) Ltd. (the "Investment Adviser"), or
because he is an officer of the Fund, or both.
** Represented less than 1% of the outstanding shares at February 29, 1996.
The Fund's Board of Directors held four regular meetings during the fiscal
year ended December 31, 1995. Each incumbent director attended at least
seventy-five percent of the aggregate number of meetings of the Board of
Directors, and any committee on which he or she served held during the period
for which he or she was a director.
The Fund's Board of Directors has an Audit Committee which is responsible
for reviewing financial and accounting matters. The current members of the Audit
Committee are Messrs. Gruber and Shaffer and Ms. Liu. The Audit Committee met
twice during the fiscal year ended December 31, 1995. All of the members
attended the meetings. The Fund has neither a compensation nor a nominating
committee.
Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended,
requires the Fund's officers and directors, and persons who own more than ten
percent of a registered class of the Fund's equity securities, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission and the New York Stock Exchange, Inc. The Fund believes that its
officers and directors have complied with all other applicable filing
requirements.
OFFICERS OF THE FUND
Shuichi Komori (age 52) has been Chairman of the Board of the Fund since
July 1994 (see information provided above).
Masaru Arai (age 46) has been President of the Fund since March 1995 (see
information provided above).
Daniel F. Barry (age 49), Vice President of the Fund since July 1994, has
been Senior Vice President of Daiwa Securities Trust Company ("DST"), the Fund's
Administrator and Custodian
4
<PAGE>
since June 1993. From June 1990 to June 1993, he was Vice President, Mutual Fund
Administration of DST and from 1986 to 1990, he was a First Vice President and
Director of Mutual Fund Reporting of Mitchell Hutchins Asset Management, Inc.
Lawrence Jacob (age 51), Secretary of the Fund since July 1994, has been
Senior Vice President since November 1985, and Assistant Secretary since
February 1986, of Daiwa Securities America Inc.
Edward J. Grace (age 49), Treasurer of the Fund since July 1994, has been a
Vice President of DST since December 1992 and Assistant Vice President of DST
from 1989 to December 1992.
John J. O'Keefe (age 36), Assistant Treasurer of the Fund since July 1994,
has been an Assistant Vice President of DST since January 1994 and was a Senior
Accountant of DST from July 1990 to January 1994. From 1986 to 1990, he was an
Account Executive at Fahnestock & Co. Inc.
Laurence E. Cranch (age 49), Assistant Secretary of the Fund since December
1994, has been a partner in the law firm of Rogers & Wells since 1980.
TRANSACTIONS WITH AND REMUNERATION OF OFFICERS AND DIRECTORS
The aggregate fee remuneration for directors not affiliated with Daiwa Asset
Management (H.K.) Ltd. (the "Investment Manager") or National Capital Management
Corp. (the "Investment Adviser") was U.S. $26,850 during the fiscal year ended
December 31, 1995. Each such non-affiliated director currently receives fees,
paid by the Fund, of U.S. $750 for each directors' meeting attended in person or
by telephone, U.S. $600 for each audit committee meeting attended in person or
by telephone and an annual fee of U.S. $5,000. The officers and interested
directors of the Fund received no compensation from the Fund.
DST, which pays the compensation and certain expenses of the officers of DST
who serve as officers of the Fund, receives an administration and custodian fee.
Set forth below is a chart showing the aggregate fee compensation paid by
the Fund (in U.S. dollars) to each of its directors during the fiscal year ended
December 31, 1995, as well as the total fee compensation paid to each director
of the Fund by the Fund and by other investment companies advised by the
Investment Manager, the Investment Adviser or their respective affiliates
(collectively, the "Fund Complex") for their services as directors of such
investment companies during their respective fiscal years:
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT
BENEFITS TOTAL COMPENSATION
AGGREGATE ACCRUED AS PART FROM FUND AND FUND
COMPENSATION OF COMPLEX PAID TO
NAME OF DIRECTOR FROM FUND FUND EXPENSES DIRECTORS
- ----------------------- ------------- --------------- ------------------
<S> <C> <C> <C>
Shuichi Komori*+ $ 0 None $ 0
Masaru Arai+ 0 None 0
Oren G. Shaffer 9,200 None 9,200
Martin G. Gruber* 9,200 None 19,150
Christina Y. Liu 8,450 None 8,450
</TABLE>
- ------------------------
* Also serves as a director of one other investment company for which an
affiliate of Daiwa Asset Management (H.K.) Limited, the Fund's investment
manager, serves as investment adviser.
+ Mr. Komori and Mr. Arai, who are affiliated with the Investment Manager and
are therefore "interested persons" of the Fund, do not receive any fee
compensation from the Fund for their services as directors.
5
<PAGE>
(2) RATIFICATION OR REJECTION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
At a meeting to be held on June 7, 1996, the Board of Directors of the Fund,
including a majority of the directors who are not "interested persons" of the
Fund (as defined in the 1940 Act), will consider selecting Price Waterhouse LLP
to act as independent accountants for the Fund for the fiscal year ending
December 31, 1996. The Fund knows of no direct financial interest or material
indirect financial interest of that firm in the Fund. One or more
representatives of Price Waterhouse LLP are expected to be present at the Annual
Meeting and will have an opportunity to make a statement if they so desire. Such
representatives are expected to be available to respond to appropriate questions
from stockholders.
This selection of independent accountants is subject to the ratification or
rejection of the Fund's stockholders at the meeting. Ratification of the
selection of the independent accountants will require the affirmative vote of a
majority of the votes cast at the meeting. For this purpose, abstentions and
broker non-votes will not be counted as votes cast at the meeting.
MISCELLANEOUS
Proxies will be solicited by mail and may be solicited in person or by
telephone or telegraph by officers of the Fund or personnel of DST. The Fund has
retained Corporate Investor Communications, Inc. to assist in the proxy
solicitation. The fee for such services is estimated at U.S. $2,500, plus
reimbursement of expenses. The expenses connected with the solicitation of these
proxies and with any further proxies which may be solicited by the Fund's
officers or agents in person, by telephone or by telegraph will be borne by the
Fund. The Fund will reimburse banks, brokers, and other persons holding the
Fund's shares registered in their names or in the names of their nominees for
their expenses incurred in sending proxy material to and obtaining proxies from
the beneficial owners of such shares.
In the event that sufficient votes in favor of any proposal set forth in the
Notice of this meeting are not received by June 7, 1996, the persons named as
attorneys in the enclosed proxy may propose one or more adjournments of the
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of the holders of a majority of the shares present
in person or by proxy at the session of the meeting to be adjourned. The persons
named as attorneys in the enclosed proxy will vote in favor of such adjournment
those proxies which they are entitled to vote in favor of the proposal for which
further solicitation of proxies is to be made. They will vote against any such
adjournment those proxies required to be voted against such proposal. The costs
of any such additional solicitation and of any adjourned session will be borne
by the Fund.
STOCKHOLDER PROPOSALS
Any proposal by a stockholder of the Fund intended to be presented at the
1997 meeting of stockholders of the Fund must be received by the Fund, c/o Daiwa
Securities Trust Company, One Evertrust Plaza, 9th Floor, Jersey City, New
Jersey 07302, not later than December 14, 1996.
By order of the Board of Directors,
Lawrence Jacob
SECRETARY
One Evertrust Plaza
Jersey City, New Jersey 07302
April 11, 1996
6
<PAGE>
THE TAIWAN EQUITY FUND, INC.
C/O DAIWA SECURITIES TRUST COMPANY
ONE EVERTRUST PLAZA, JERSEY CITY, NEW JERSEY 07302
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING
OF STOCKHOLDERS ON JUNE 7, 1996
The undersigned stockholder of The Taiwan Equity Fund, Inc. (the "Fund") hereby
appoints Daniel F. Barry, Lawrence Jacob and Edward J. Grace, or any of them,
proxies of the undersigned, with full power of substitution, to vote and act
for and in the name and stead of the undersigned at the Annual Meeting of
Stockholders of the Fund, to be held at the offices of Daiwa Securities
America Inc., Financial Square, 32 Old Slip, 14th Floor, New York,
New York, 10005, on June 7, 1996, at 11:30 A.M., New York time, and at any
and all adjournments thereof, according to the number of votes the undersigned
would be entitled to cast if personally present.
The shares represented by this proxy will be voted in accordance with
instructions given by the undersigned stockholder, but if no instructions are
given, this proxy will be voted IN FAVOR of proposals 1 and 2 as set forth in
this proxy. The undersigned hereby revokes any and all proxies with respect
to such shares heretofore given by the undersigned. The undersigned
acknowledges receipt of the Proxy Statement dated April 11, 1996.
PLEASE VOTE, DATE AND SIGN ON OTHER SIDE AND
RETURN PROMPTLY IN ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books of the Fund.
Joint owners should each sign. Trustees and other fiduciaries should indicate
the capacity in which they sign and, where more than one name appears, a
majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
__________________________________ ________________________________________
__________________________________ ________________________________________
__________________________________ ________________________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
THE TAIWAN EQUITY FUND, INC.
1) Election of two Class I directors to serve for a term expiring on the date
on which the Annual Meeting of Shareholders is held in 1999.
CLASS I
-------
Masaru Arai
Oren G. Shaffer
If you do not wish your shares voted "For" a particular nominee, mark the
"For All Except" box and strike a line through the nominee(s) name. Your
shares will be voted for the remaining nominee(s).
For / / Withhold / / For All Except / /
2) The ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending December 31, 1996.
For / / Against / / Abstain / /
3) In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
Be sure to sign and date this Proxy. Date ________________
__________________________________ _________________________________
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change have been noted on the reverse
side of this card. / /
RECORD DATE SHARES:
