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ROYCE CAPITAL FUND
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ROYCE TOTAL RETURN PORTFOLIO
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PROSPECTUS -- AUGUST 15, 1998
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Royce Total Return Portfolio (the "Fund") is a
series of Royce Capital Fund (the "Trust"). Shares
of the Fund are offered to life insurance companies
("Insurance Companies") for allocation to certain
separate accounts established for the purpose of
funding qualified and non-qualified variable
annuity contracts and variable life insurance
contracts ("Variable Contracts"), and may also be
offered directly to certain pension plans and
retirement plans and accounts permitting
accumulation of assets on a tax-deferred basis
("Retirement Plans").
The Trust is currently offering shares of three
series. This Prospectus relates to Royce Total
Return Portfolio only.
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ABOUT THIS This Prospectus sets forth concisely the
PROSPECTUS information that you should know about the Fund
before you invest. It should be retained for
future reference. A "Statement of Additional
Information" containing further information about
the Fund and the Trust has been filed with the
Securities and Exchange Commission. The Statement
of Additional Information is dated April 15, 1998
and has been incorporated by reference into this
Prospectus. A copy may be obtained without charge
by writing to the Trust, by calling Investor
Information at 1 (800) 221-4268 or by writing or
calling your Insurance Company.
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TABLE OF CONTENTS
Page Page
Fund Expenses 2 Management of the Trust 7
Investment Performance 3 General Information 8
Investment Objective 4 Dividends, Distributions and Taxes 9
Investment Policies 4 Net Asset Value Per Share 10
Investment Risks 5 Shareholder Guide 10
Investment Limitations 5
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THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED ON THE ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
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FUND EXPENSES Transaction expenses are charges paid when shares
of the Fund are purchased or sold.
Shareholder Transaction Expenses
--------------------------------
Sales Load Imposed on Purchases or
Reinvested Dividends.................None
Deferred Sales Load on Redemptions........None
The Fund pays its own operating expenses, including
the investment management fee to Royce &
Associates, Inc. ("Royce"), the investment adviser
to the Fund. Expenses are factored into the Fund's
net asset value daily. The following expenses are
estimated for the Fund's first year of operation.
Annual Fund Operating Expenses
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Management Fees
(after waivers) .00%
12b-1 Fees None
Other Expenses
(after reimbursement) 1.35%
Total Operating Expenses (after -----
waivers and reimbursement) 1.35%
-----
The purpose of the above table is to assist you in
understanding the various costs and expenses that
you would bear directly or indirectly as an
investor in the Fund. Management fees would be
1.00% and total operating expenses would be 2.99%
without the waiver of management fees and
reimbursement of Fund expenses by Royce. Royce has
voluntarily committed to waive its fees and
reimburse Fund expenses through December 31, 1998
to the extent necessary to maintain total operating
expenses of the Fund at or below 1.35%.
The following examples illustrate the expenses that
you would incur on a $1,000 investment over various
periods, assuming a 5% annual rate of return and
redemption at the end of each period.
1 Year 3 Years
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$14 $43
THESE EXAMPLES SHOULD NOT BE CONSIDERED
REPRESENTATIONS OF PAST OR FUTURE EXPENSES OR
PERFORMANCE. ACTUAL EXPENSES MAY BE HIGHER OR
LOWER THAN THOSE SHOWN.
Additional expenses are incurred under the Variable
Contracts and the Retirement Plans. These expenses
are not described in this Prospectus. Variable
Contract owners and Retirement Plan participants
should consult the Variable Contract disclosure
documents or Retirement Plan information regarding
these expenses.
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INVESTMENT From time to time, the Fund may communicate figures
PERFORMANCE reflecting total return over various time periods.
"Total return" is the rate of return on an amount
Total return is the invested in the Fund from the beginning to the end
Change in value of the stated period. "Average annual total
over return" is the annual compounded percentage change
given time period, in the value of an amount invested in the Fund from
assuming the beginning until the end of the stated period.
reinvestment Total returns, which assume the reinvestment of all
of any dividends net investment income dividends and capital gains
and capital gains distributions, are historical measures of past
distributions performance and are not intended to indicate future
performance.
Total returns quoted for the Fund include the
effect of deducting the Fund's operating expenses,
but do not include charges and expenses
attributable to a particular Variable Contract or
Retirement Plan. Because shares of the Fund may be
purchased only through a Variable Contract or an
eligible Retirement Plan, an individual owning a
Variable Contract or participating in a Retirement
Plan should carefully review the Variable Contract
disclosure documents or Retirement Plan information
for information on relevant charges and expenses.
Excluding these charges and expenses from
quotations of the Fund's performance has the effect
of increasing the performance quoted. These
charges and expenses should be considered when
comparing the Fund's performance to other
investment vehicles.
The Fund has the same investment objectives and
follows substantially the same investment policies
as a corresponding Royce retail fund. The Royce
retail fund has the same investment adviser as the
corresponding Fund offered in this Prospectus.
Set forth in the table below is total return
information for the Fund and for the Royce retail
fund corresponding to the Fund, calculated as
described above. Such information has been obtained
from Royce and updates the information set forth
in the current prospectus of each fund. Investors
should not consider this performance data as an
indication of the future performance of the Fund
offered in this Prospectus. The performance
figures presented below for the Royce retail fund
reflects the deduction of the historical fees and
expenses paid by that fund, and not those to be
paid by this Fund. The figures also do not reflect
the deduction of charges or expenses attributable
to Variable Contracts. As discussed above,
investors should refer to the applicable Variable
Contract disclosure documents for information on
such charges and expenses. Additionally, although
it is anticipated that the Fund and its
corresponding retail fund will hold similar
securities selections, their investment results are
expected to differ. In particular, differences in
asset size and in cash flow resulting from
purchases and redemptions of Fund shares may result
in different security selections, differences in
the relative weightings of securities or
differences in the price paid for particular
portfolio holdings.
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The total return for the Fund for the period ended
June 30, 1998 was:
Since Inception
Inception Date
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Royce Total Return Portfolio -0.2% May 15, 1998
The average annual total returns for the
corresponding Royce retail fund for the periods
ended June 30, 1998 were:
<TABLE>
<CAPTION>
One Three Five Since Inception
Year Year Year Inception Date
---- ----- ---- --------- --------
<S> <C> <C> <C> <C> <C>
Royce Total Return Fund 17.8% 22.8% -- 19.2% 12/15/93
</TABLE>
The above total returns reflect partial waivers of
management fees. Without such waivers, the average
annual total returns would have been lower.
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INVESTMENT ROYCE TOTAL RETURN PORTFOLIO'S investment objective
OBJECTIVE is an equal focus on both long-term growth of
capital and current income. It seeks to achieve
this objective through investments in a diversified
portfolio of dividend-paying common stocks of
companies selected on a value basis.
This investment objective is fundamental and may
not be changed without the approval of a majority
of the Fund's outstanding voting shares.
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INVESTMENT Royce will use a "value" method in managi
POLICIES Fund's assets. In its selection process, Royce
puts primary emphasis on various internal returns
The Fund invests on indicative of profitability, balance sheet quality,
a cash flows and the relationships that these factors
"value" basis have to the current price of a given security.
The Fund invests Royce's value method is based on its belief that
primarily in the securities of certain small companies may sell
small companies at a discount from its estimate of such companies'
"private worth". Royce will attempt to identify
and invest in these securities for the Fund, with
the expectation that this "value discount" will
narrow over time and thus provide capital
appreciation for the Fund.
In accordance with its dual objective of capital
appreciation (realized and unrealized) and current
income, Royce Total Return Portfolio will normally
invest at least 65% of its assets in common stocks
and convertible securities. At least 90% of these
securities will be income-producing, and at least
65% will be issued by companies with stock market
capitalizations under $1 billion at the time of
investment. The remainder of the Fund's assets may
be invested in securities with higher stock market
capitalizations, non-dividend-paying common stocks
and non-convertible securities. While most of the
Fund's securities will be income-producing, the
composite yield of the Fund will vary
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and may be either higher or lower than the
composite yield of the stocks in the Standard &
Poor's 500 Index.
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INVESTMENT As a mutual fund investing primarily in common
RISKS stocks and/or securities convertible into common
stocks, the Fund is subject to market risk, that
The Fund is subject is, the possibility that common stock prices will
to certain decline over short or even extended periods. The
investment Fund will invest substantial portions of its
risks assets in securities of small-cap companies. Such
companies may not be well-known to the investing
public, may not have significant institutional
ownership and may have cyclical, static or only
moderate growth prospects. In addition, the
securities of such companies may be more volatile
in price, have wider spreads between their bid and
ask prices and have significantly lower trading
volumes than the larger capitalization stocks.
Accordingly, Royce's investment method requires a
long-term investment horizon, and the Fund should
not be used by market timers.
Because the Fund invests primarily in small and/or
micro-capitalization securities, it may not be
able to purchase or sell more than a limited
number of shares of a portfolio security at then
quoted market prices, and may require a
considerable period of time to acquire or dispose
of a position in the security. This risk will
increase to the extent other Royce-managed
accounts or other investors are also seeking to
purchase or sell a portfolio security held by the
Fund. See "Net Asset Value Per Share".
In addition, the Fund may invest in micro-cap
securities that are followed by relatively few
securities analysts, with the result that there
tends to be less publicly available information
concerning the securities. The securities of
these companies may have limited trading volumes
and be subject to more abrupt or erratic market
movements than the securities of larger, more
established companies or the market averages in
general, and Royce may be required to deal with
only a few market-makers when purchasing and
selling these securities. Companies in which the
Fund is likely to invest also may have limited
product lines, markets or financial resources, may
lack management depth and may be more vulnerable
to adverse business or market developments. Thus,
the Fund may involve considerably more risk than a
mutual fund investing in the more liquid equity
securities of larger companies.
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INVESTMENT The Fund has adopted certain fundamental
LIMITATIONS limitations, designed to reduce its exposure to
specific situations, which may not be changed
without the approval of a majority of its
outstanding voting shares, as that term is defined
in the 1940 Act. These limitations are set forth
in the Statement of Additional
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The Fund has
adopted Information and provide, among other things, that
certain fundamental the Fund will not:
limitations
(a) as to 75% of its assets, invest more than
5% of its assets in the securities of any one
issuer, excluding obligations of the U.S.
Government;
(b) invest more than 25% of its assets in any
one industry; or
(c) invest in companies for the purpose of
exercising control of management.
Other Investment In addition to investing primarily in the equity
Practices: and fixed income securities described above, the
Fund may follow a number of additional investment
practices.
Short-term fixed The Fund may invest in short-term fixed income
income securities securities for temporary defensive purposes, to
invest uncommitted cash balances or to maintain
liquidity to meet shareholder redemptions. These
securities consist of United States Treasury bills,
domestic bank certificates of deposit, high-quality
commercial paper and repurchase agreements
collateralized by U.S. Government securities. In a
repurchase agreement, a bank sells a security to
the Fund at one price and agrees to repurchase it
at the Fund's cost plus interest within a specified
period of seven or fewer days. In these
transactions, which are, in effect, secured loans
by the Fund, the securities purchased by the Fund
will have a value equal to or in excess of the
value of the repurchase agreement and will be held
by the Fund's custodian bank until repurchased.
Should the Fund implement a temporary investment
policy, its investment objectives may not be
achieved.
Securities lending The Fund may lend up to 25% of its assets to
qualified institutional investors for the purpose
of realizing additional income. Loans of
securities of the Fund will be collateralized by
cash or securities issued or guaranteed by the
United States Government or its agencies or
instrumentalities. The collateral will equal at
least 100% of the current market value of the
loaned securities. The risks of securities lending
include possible delays in receiving additional
collateral or in recovery of loaned securities or
loss of rights in the collateral if the borrower
defaults or becomes insolvent.
Foreign securities The Fund may invest up to 10% of its assets in debt
and/or equity securities of foreign issuers.
Foreign investments involve certain risks, such as
political or economic instability of the issuer or
of the country of issue, fluctuating exchange rates
and the possibility of imposition of exchange
controls. These securities may also be subject to
greater fluctuations in price than the securities
of U.S. corporations, and there may be less
publicly available information about their
operations. Foreign companies may not be subject
to accounting standards or governmental supervision
comparable to U.S. companies, and foreign markets
may be less liquid or more volatile than U.S.
markets and may offer less protection to investors
such as the Fund.
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Lower-rated The Fund may also invest no more than 5% of its net
debt securities assets in lower-rated (high-risk) non-convertible
debt securities, which are below investment grade.
The Fund does not expect to invest in non-
convertible debt securities that are rated lower
than Caa by Moody's Investors Service, Inc. or CCC
by Standard & Poor's Corp. or, if unrated,
determined to be of comparable quality.
Warrants, rights The Fund may invest up to 5% of its total assets in
and options warrants, rights and options.
Portfolio turnover Although the Fund generally will seek to invest
for the long term, it retains the right to sell
securities regardless of how long they have been
held. Portfolio turnover rates for the Fund may
exceed 100%. Rates which exceed 100% are higher
than those of most other funds. A 100% turnover
rate occurs, for example, if all of the Fund's
portfolio securities are replaced in one year.
High portfolio activity increases the Fund's
transaction costs, including brokerage
commissions.
State insurance The Fund is sold to the Insurance Companies in
restrictions connection with Variable Contracts, and will seek
to be available under Variable Contracts sold in a
number of jurisdictions. Certain states have
regulations or guidelines concerning concentration
of investments and other investment techniques. If
applied to the Fund, the Fund may be limited in its
ability to engage in certain techniques and to
manage its portfolios with the flexibility provided
herein. In order to permit the Fund to be available
under Variable Contracts sold in certain states,
the Trust may make commitments for the Fund that
are more restrictive than the investment policies
and limitations described above and in the
Statement of Additional Information. If the Trust
determines that such a commitment is no longer in
the Fund's best interests, the commitment may be
revoked by terminating the availability of the Fund
to Variable Contract owners residing in such
states.
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MANAGEMENT OF The Trust's business and affairs are managed under
THE TRUST the direction of its Board of Trustees. Royce &
Associates, Inc. ("Royce"), the Fund's investment
Royce & Associates, adviser, is responsible for the management of the
Inc. Fund's portfolio, subject to the authority of the
is responsible for Board of Trustees. Royce, which was organized in
the 1967, is also the investment adviser to The Royce
management of the Fund and to other investment and non-investment
Fund's portfolio company accounts. Charles M. Royce, Royce's
President, Chief Investment Officer and sole voting
shareholder since 1972, is primarily responsible
for managing the Fund's portfolio. He is assisted
by Royce's investment staff, including W. Whitney
George, Senior Portfolio Manager and Managing
Director, Boniface A. Zaino, Senior Portfolio
Manager and Managing Director, Charles R. Dreifus,
Senior Portfolio Manager and Principal, and by Jack
E. Fockler, Jr., Managing Director.
<PAGE>
As compensation for its services to the Fund, Royce
is entitled to receive annual advisory fees of 1%
of the average net assets of the Fund. These fees
are payable monthly from the assets of the Fund.
Royce will select the brokers who will execute the
purchases and sales of the Fund's portfolio
securities and may place orders with brokers who
provide brokerage and research services to Royce.
Royce is authorized, in recognition of the value of
brokerage and research services provided, to pay
commissions to a broker in excess of the amount
which another broker might have charged for the
same transaction.
From time to time, Royce may pay amounts to
Insurance Companies or other organizations that
provide administrative services for the Fund or
that provide services relating to the Fund to
owners of Variable Contracts and/or participants in
Retirement Plans. These services may include,
among other things: sub-accounting services;
answering inquiries regarding the Fund;
transmitting, on behalf of the Fund, proxy
statements, shareholder reports, updated
prospectuses and other communications regarding the
Fund; and such other related services as the Trust,
owners of Variable Contracts and/or participants in
Retirement Plans may request. The amounts of any
such payments will be determined by the nature and
extent of the services provided by the Insurance
Company or other organization. Payment of such
amounts by Royce will not increase the fees paid by
the Fund or its shareholders.
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GENERAL Royce Capital Fund (the "Trust") is a Delaware
INFORMATION business trust registered with the Securities and
Exchange Commission as a diversified, open-end
management investment company. The Trustees have
the authority to issue an unlimited number of
shares of beneficial interest, without shareholder
approval, and these shares may be divided into an
unlimited number of series. Shareholders are
entitled to one vote per share. Shares vote by
individual series on all matters, except that
shares are voted in the aggregate and not by
individual series when required by the 1940 Act and
that if the Trustees determine that a matter
affects only one series, then only shareholders of
that series are entitled to vote on that matter.
Pursuant to current interpretations of the 1940
Act, the Insurance Companies will solicit voting
instructions from Variable Contract owners with
respect to any matters that are presented to a vote
of shareholders and will vote all shares held by
the separate accounts in proportion to the voting
instructions received. The exercise of voting
rights on shares held by Retirement Plans will be
governed by the terms of such plans. Some
Retirement Plans may pass-through voting to plan
participants, while shares held by other Retirement
Plans may be voted by the trustees of the
Retirement Plan or by a named fiduciary or an
investment manager. Retirement Plan participants
should consult their plan documents for
information.
The Fund sells its shares only to certain qualified
retirement plans and to variable annuity and
variable life insurance separate accounts of
insurance
<PAGE>
companies that are unaffiliated with Royce and that
may be unaffiliated with one another. The Fund
currently does not foresee any disadvantages to
policyowners arising out of the fact that the Fund
offers its shares to such entities. Nevertheless,
the Trustees intend to monitor events in order to
identify any irreconcilable material conflicts that
may arise due to future differences in tax
treatment or other considerations and to determine
what action, if any, should be taken in response to
such conflicts. If a conflict occurs, the Trustees
may require one or more insurance company separate
accounts or plans to withdraw its investments in
the Fund and to substitute shares of another fund.
As a result, the Fund may be forced to sell
securities at disadvantageous prices. In addition,
the Trustees may refuse to sell shares of the Fund
to any separate account or qualified plan or may
suspend or terminate the offering of shares of the
Fund if such action is required by law or
regulatory authority or is deemed by the Trust to
be in the best interests of the shareholders of the
Fund.
The custodian for the portfolio securities, cash
and other assets of the Fund is State Street Bank
and Trust Company. State Street, through its agent
National Financial Data Services ("NFDS"), also
serves as the Fund's transfer agent. Coopers &
Lybrand L.L.P. serves as independent accountants
for the Fund.
Year 2000 Many computer software systems in use today cannot
properly process date-related information from and
after January 1, 2000. Should any of the computer
systems employed by the Fund or any of its major
service providers fail to process this type of
information properly, that could have a negative
impact on the Fund's operations and the services
provided to the Fund's shareholders. The Royce
Funds and Royce are reviewing all of their own
computer systems with the goal of modifying or
replacing such systems to the extent necessary to
prepare for the Year 2000. In addition, Royce has
been advised by the Fund's major service providers
that they are also in the process of reviewing
their systems with the same goal. As of the date
of this Prospectus, the Fund and Royce have no
reason to believe that these goals will not be
achieved.
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DIVIDENDS, The Fund will pay dividends from its net investment
DISTRIBUTIONS income (if any) and distribute its net realized
AND TAXES capital gains annually in December. Dividends and
distributions will be automatically reinvested in
additional shares of the Fund.
The Fund intends to qualify and to remain qualified
for taxation as a "regulated investment company"
under the Internal Revenue Code, so that it will
not be subject to Federal income taxes to the
extent that its income is distributed to its
shareholders. In addition, the Fund intends to
qualify under the Internal Revenue Code with
respect to the diversification requirements related
to the tax-deferred status of insurance company
separate accounts. By meeting these and other
requirements, the participating Insurance
Companies, rather than the owners of the Variable
Contracts, should be subject to tax on
distributions
<PAGE>
received with respect to Fund shares. The tax
treatment on distributions made to an Insurance
Company will depend on the Insurance Company's tax
status.
Shares of the Fund may be purchased through
Variable Contracts. As a result, it is anticipated
that any net investment income dividends or capital
gains distributions from the Fund will be exempt
from current taxation if left to accumulate within
a Variable Contract. Dividends and distributions
made by the Fund to the Retirement Plans are not
taxable to the Retirement Plans or to the
participants thereunder. The Fund will be managed
without regard to tax ramifications. Withdrawals
from such Contracts may be subject to ordinary
income tax plus a 10% penalty tax if made before
age 59-1/2.
The tax status of your investment in the Fund
depends on the features of your Variable Contract
or Retirement Plan. For further information,
please refer to the prospectus or disclosure
documents of your Variable Contract or information
provided by your Retirement Plan. Prospective
investors are encouraged to consult their tax
advisers.
The above discussion is only a summary of some of
the important tax considerations generally
affecting the Fund and its shareholders; see the
Statement of Additional Information for additional
discussion.
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NET ASSET VALUE Fund shares are purchased and redeemed at the net
PER SHARE asset value per share next determined after an
order is received by the Fund's transfer agent or
an authorized service agent or sub-agent. Net
Net asset value per asset value per share is determined by dividing the
share (NAV) is total value of the Fund's investments and other
determined each day assets, less any liabilities, by the number of
the New York Stock outstanding shares of the Fund. Net asset value
Exchange is open per share is calculated at the close of regular
trading on the New York Stock Exchange on each day
the Exchange is open for business.
In determining net asset value, securities listed
on an exchange or the Nasdaq National Market System
will be valued on the basis of the last reported
sale price prior to the time the valuation is made
or, if no sale is reported for that day, at their
bid price for exchange-listed securities and at the
average of their bid and ask prices for Nasdaq
securities. Quotations will be taken from the
market where the security is primarily traded.
Other over-the counter securities for which market
quotations are readily available will be valued at
their bid price. Securities for which market
quotations are not readily available will be valued
at their fair value under procedures established
and supervised by the Board of Trustees. Bonds and
other fixed income securities may be valued by
reference to other securities with comparable
ratings, interest rates and maturities, using
established independent pricing services.
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SHAREHOLDER The Trust will provide Insurance Companies and
GUIDE Retirement Plans with information Monday through
Friday, except holidays, from 9:00 a.m. to 5:00
p.m. (Eastern time). For information, prices,
literature or to obtain information
<PAGE>
regarding the availability of Fund shares or how
Fund shares are redeemed, call the Trust at 1-800-
221-4268.
Purchasing and Shares of the Fund are sold on a continuous basis
Redeeming Shares to separate accounts of Insurance Companies or to
of the Fund Retirement Plans. Stock certificates will not be
issued; share activity will be recorded in book
entry form only. Investors may not purchase or
redeem shares of the Fund directly, but only
through the separate accounts of Insurance
Companies or through qualified Retirement Plans.
You should refer to the applicable Separate Account
Prospectus or your Plan documents for information
on how to purchase or surrender a contract, make
partial withdrawals of contract values, allocate
contract values to one or more funds, change
existing allocations among investment alternatives,
including the Fund, or select specific funds as
investment options in a Retirement Plan. No sales
charge is imposed upon the purchase or redemption
of shares of the Fund. Sales charges for the
Variable Contracts or Retirement Plans are
described in the relevant Separate Account
Prospectuses or plan documents.
If the Board of Trustees determines that it would
be detrimental to the best interest of the Fund's
remaining shareholders to make payment in cash, the
Fund may pay redemption proceeds in whole or in
part by a distribution in kind.
Fund shares are purchased or redeemed at the net
asset value per share next computed after receipt
of a purchase or redemption order by the Fund's
transfer agent or an authorized service agent or
sub-agent. Payment for redeemed shares will
generally be made within three business days
following the date of request for redemption.
However, payment may be postponed under unusual
circumstances, such as when normal trading is not
taking place on the New York Stock Exchange, an
emergency as defined by the Securities and Exchange
Commission exists or as permitted by the Securities
and Exchange Commission.
Shareholder Owners of Variable Contracts and Retirement Plans
Communications and their administrators will receive annual and
semi-annual reports, including the financial
statements of the Fund that they have authorized
for investment. Each report will also show the
investments owned by the Fund and the market values
thereof, as well as other information about the
Fund and its operations. The Trust's fiscal year
ends December 31.
<PAGE>
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ROYCE CAPITAL FUND
- ------------------
1414 Avenue of the Americas
New York, NY 10019
1-800-221-4268
ROYCE CAPITAL FUND
INVESTMENT ADVISER
Royce & Associates, Inc.
1414 Avenue of the Americas
New York, NY 10019
ROYCE TOTAL RETURN PORTFOLIO
TRANSFER AGENT
State Street Bank and Trust Company
c/o NFDS
P.O. Box 419012
Kansas City, MO 64141-6012
1-800-841-1180
CUSTODIAN
State Street Bank and Trust Company
P.O. Box 1713
Boston, MA 02105
OFFICERS
Charles M. Royce, President
and Treasurer
John D. Diederich, Vice President
Jack E. Fockler, Jr., Vice President PROSPECTUS
W. Whitney George, Vice President AUGUST 15, 1998
Daniel A. O'Byrne, Vice President
and Asst. Secretary
John E. Denneen, Secretary
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