-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C5TzhCoHxavrGt8pW1piKY5dMhNakI3nIo7AJpdtgrVdxdNc2FVQJNz9M/B7I6v5 B+y6PHyGDoy3wCuVrYboUQ== 0000912057-02-016989.txt : 20040414 0000912057-02-016989.hdr.sgml : 20040414 20020429103538 ACCESSION NUMBER: 0000912057-02-016989 CONFORMED SUBMISSION TYPE: 486BPOS PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20020429 EFFECTIVENESS DATE: 20020429 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THAI CAPITAL FUND INC CENTRAL INDEX KEY: 0000861865 IRS NUMBER: 223306251 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 486BPOS SEC ACT: 1933 Act SEC FILE NUMBER: 033-72932 FILM NUMBER: 02623917 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA- 9TH FL STREET 2: DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302-3051 BUSINESS PHONE: 2019153054 MAIL ADDRESS: STREET 1: ONE EVERTRUST PLAZA- 9TH FLOOR STREET 2: C/O DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302-3051 FILER: COMPANY DATA: COMPANY CONFORMED NAME: THAI CAPITAL FUND INC CENTRAL INDEX KEY: 0000861865 IRS NUMBER: 223306251 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 486BPOS SEC ACT: 1940 Act SEC FILE NUMBER: 811-06062 FILM NUMBER: 02623918 BUSINESS ADDRESS: STREET 1: ONE EVERTRUST PLAZA- 9TH FL STREET 2: DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302-3051 BUSINESS PHONE: 2019153054 MAIL ADDRESS: STREET 1: ONE EVERTRUST PLAZA- 9TH FLOOR STREET 2: C/O DAIWA SECURITIES TRUST CO CITY: JERSEY CITY STATE: NJ ZIP: 07302-3051 486BPOS 1 a2078090z486bpos.txt 486BPOS AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 29, 2002 SECURITIES ACT FILE NO. 33-72932 INVESTMENT COMPANY ACT FILE NO. 811-10287 U.S. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------- FORM N-2 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 |_| PRE-EFFECTIVE AMENDMENT NO. |_| POST-EFFECTIVE AMENDMENT NO. |_| AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 |X| AMENDMENT NO. 4 |X| (CHECK APPROPRIATE BOX OR BOXES.) -------------- THE THAI CAPITAL FUND, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER) C/O DAIWA SECURITIES TRUST COMPANY ONE EVERTRUST PLAZA JERSEY CITY, NEW JERSEY 07302 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (201) 915-3650 -------------- JOHN O'KEEFE THE THAI CAPITAL FUND, INC. C/O DAIWA SECURITIES TRUST COMPANY ONE EVERTRUST PLAZA JERSEY CITY, NEW JERSEY 07302-3051 (NAME AND ADDRESS OF AGENT FOR SERVICE) -------------- WITH COPIES TO: LEONARD B. MACKEY, JR., ESQ. CLIFFORD CHANCE ROGERS & WELLS LLP 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 -------------- EXPLANATORY NOTE This filing is made solely for the purpose of filing as Exhibits the Articles Supplementary and the Amendment to the Amended and Restated By-Laws of The Thai Capital Fund, Inc. PART C - OTHER INFORMATION ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS (1) Financial Statements (Not Applicable) (2) Exhibits (a) (1) -- Articles of Incorporation* (2) -- Articles of Amendment** (3) -- Articles Supplementary+ (b) (1) -- By-Laws, as amended** (2) -- Amendment to By-Laws*** (3) -- Amendment to Amended and Restated By-Laws+ (c) -- Not applicable (d) -- Specimen certificate for Common Stock** (e) -- Not applicable (f) (1) -- Form of Investment Contract** (2) -- Form of International Investment Advisory Agreement** (g) (1) -- Form of U.S. Purchase Agreement** (2) -- Form of International Purchase Agreement** (3) -- Form Intersyndicate Agreement** (4) -- Form of Master Agreement Among Underwriters** (5) -- Form of Standard Dealer Agreement** (6) -- Form of Agreement Among International Underwriters** (h) -- Not applicable (i) (1) -- Form of Thai Custody Contract** (2) -- Form of U.S. Custodian Contract** (j) (1) -- Form of Registrar, Transfer Agency and Service Agreement** (2) -- Form of Dividend Reinvestment Plan** (3) -- Form of Administration Agreement** (k) -- Opinion and Consent of Rogers & Wells** (l) (1) -- Consent of Independent Accountants** (2) -- Opinion and Consent of International Legal Counsellors Thailand Ltd. as to Thai Tax Matters** (3) -- Opinion and Consent of Rogers & Wells as to U.S. Tax Matters** (m) -- Not applicable (n) -- Form of Investment Letter** (o) -- Not applicable - ---------- * Filed as an exhibit to the Fund's Registration Statement on Form N-2 on March 14, 1990 (File Nos. 33-33835; 811-06062). ** Filed as an exhibit to Pre-Effective Amendment No. 2 to the Fund's Registration Statement on Form N-2 on May 22, 1990 (File Nos. 33-33835; 811-06062). *** Filed as an exhibit to Amendment No. 3 to the Fund's Registration Statement on March 20, 1998 (File No. 811-06062). + Filed herewith. SIGNATURES Pursuant to the requirements of the Investment Company Act of 1940, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Jersey City, and State of New Jersey, on the 29th day of April, 2002. THE THAI CAPITAL FUND, INC. By: /s/ John J. O'Keefe ---------------------------------------- Name: John J. O'Keefe Title: Vice President and Treasurer EXHIBIT INDEX
EXHIBIT DESCRIPTION OF DOCUMENT LOCATION OF EXHIBIT NUMBER ----------------------- IN SEQUENTIAL NUMBERING SYSTEM - ------ ------------------------------ 2 Articles Supplementary a(3) 2 Amendment to Amended and b(3) Restated By-Laws
EX-99.2A(3) 3 a2078090zex-99_2a3.txt EXHIBIT 99.2.A(3) THE THAI CAPITAL FUND, INC. ARTICLES SUPPLEMENTARY The Thai Capital Fund, Inc., a Maryland corporation (the "Corporation"), having its principal office c/o Daiwa Securities Trust Company, One Evertrust Plaza, Jersey City, New Jersey 07302, hereby certifies to the State Department of Assessments and Taxation of Maryland that: FIRST: The Corporation is registered as a closed-end investment company under the Investment Company Act of 1940, as amended, and has a class of equity securities registered under the Securities Exchange Act of 1934, as amended, and the Corporation has at least three directors who are not officers or employees of the Corporation; are not acquiring persons (as defined in Section 3-801(b) of the General Corporation Law of the State of Maryland); are not directors, officers, affiliates or associates of an acquiring person; and were not nominated or designated as directors by an acquiring person. SECOND: On December 7, 2001, a majority of the Board of Directors of the Corporation passed resolutions electing to become subject to Sections 3-804(c) and 3-805 of the General Corporation Law of the State of Maryland. THIRD: No other change is intended or effected. IN WITNESS WHEREOF, The Thai Capital Fund, Inc. has caused these presents to be signed in its name and on its behalf by its Vice President and witnessed by its Secretary on January 10, 2002. WITNESS THE THAI CAPITAL FUND, INC. /s/ Judy Runrun Tu /s/ John J. O'Keefe - ----------------------- --------------------------- Name: Judy Runrun Tu Name: John J. O'Keefe Title: Secretary Title: Vice President THE UNDERSIGNED, Vice President of The Thai Capital Fund, Inc., who executed on behalf of the Corporation the foregoing Articles Supplementary of which this Certificate is made a part, hereby acknowledges the foregoing Articles Supplementary to be the corporate act of said Corporation and hereby certifies that to the best of his knowledge, information, and belief the matters and facts set forth therein with respect to the authorization and approval thereof are true in all material respects under penalties of perjury. /s/ John J. O'Keefe ------------------------------ Name: John J. O'Keefe Title: Vice President EX-99.2B(3) 4 a2078090zex-99_2b3.txt EXHIBIT 99.2.B(3) THE THAI CAPITAL FUND, INC. Amendment to Amended and Restated By-Laws December 7, 2001 The first sentence of Article I, Section 3 of the Amended and Restated By-Laws of the Corporation, be and it hereby is, amended to read as follows: Special or extraordinary meetings of the stockholders for any purpose or purposes may be called by the Chairman, the President or a majority of the Board of Directors, and shall be called by the Secretary upon receipt of the request in writing signed by stockholders holding not less than a majority of the common stock issued and outstanding and entitled to vote thereat. Article II, Section 2 of the Amended and Restated By-Laws of the Corporation, be and it hereby is, amended to read as follows: In case of any vacancy in the Board of Directors through death, resignation or other cause, other than an increase in the number of Directors, a majority of the remaining Directors, although a majority is less than a quorum, by an affirmative vote, may elect a successor to hold office for the remainder of the full term of the class of Directors in which the vacancy occurred. -----END PRIVACY-ENHANCED MESSAGE-----