<PAGE>
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SCHEDULE 14A
(Rule 14a-101)
-------------------
Information required in Proxy Statement
SCHEDULE 14A INFORMATION
-------------------
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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 'SS'240.14a-11(c) or 'SS'240.14a-12
DLJ HIGH YIELD BOND FUND
(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] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] 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: ___________________
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1
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DLJ HIGH YIELD BOND FUND
277 Park Avenue
New York, New York 10172
(888) 649-5711
-------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on July 17, 2000
-------------------
To our Shareholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Meeting") of DLJ HIGH YIELD BOND FUND (the "Fund"), will be held on Monday,
July 17, 2000, at 10:00 a.m., eastern time, at 277 Park Avenue, 24th Floor, New
York, New York. The following proposals will be voted on at the Meeting:
1. To elect four Trustees of the Fund (Proposal No. 1); and
2. To ratify the selection of Ernst & Young LLP as the Fund's
independent auditors for the fiscal year ending October 31, 2000
(Proposal No. 2); and
3. To transact such other business as may properly come before the
Meeting, or any adjournment or postponement thereof.
These items are discussed in greater detail in the attached Proxy Statement.
Only shareholders of record at the close of business on May 19, 2000 are
entitled to notice of, and to vote at, this Meeting or any adjournment thereof.
MARTIN JAFFE
Secretary
Dated: June 12, 2000
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY. INSTRUCTIONS FOR THE PROPER
EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
2
<PAGE>
DLJ HIGH YIELD BOND FUND
277 Park Avenue
New York, New York 10172
(888) 649-5711
--------------------------
PROXY STATEMENT
--------------------------
This Proxy Statement is furnished by the Board of Trustees of DLJ High Yield
Bond Fund (the 'Fund') in connection with its solicitation of proxies for use at
the Annual Meeting of Shareholders (the 'Meeting') to be held on Monday, July
17, 2000 at 10:00 a.m., eastern time, at 277 Park Avenue, 24th Floor, New York,
New York. The purpose of the Meeting and the proposals to be voted on are set
forth in the accompanying Notice of Annual Meeting of Shareholders.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. If, however, no instructions are specified, shares
will be voted 'FOR' Proposal Nos. 1 and 2. Should any other matter requiring a
vote of shareholders arise, the persons named in the enclosed proxy will vote
thereon according to their best judgment in the interest of the Fund. A proxy
may be revoked at any time prior to the time it is voted by written notice to
the Secretary of the Fund or by attendance at the Meeting. THE FUND'S MOST
RECENT ANNUAL REPORT IS AVAILABLE UPON REQUEST WITHOUT CHARGE BY WRITING TO THE
FUND AT THE ADDRESS LISTED ABOVE OR BY CALLING 1-800-225-8011.
In the event a quorum is not present at the Meeting, the holders of a
majority of the shares present in person or by proxy will have the power to
adjourn the Meeting, without notice other than an announcement at the Meeting,
until the requisite number of shares entitled to vote at such Meeting is
present. In the event a quorum is present at the Meeting but sufficient votes to
approve any of the proposed items are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. A shareholder vote may be taken on one or more of the
proposals in this proxy statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting in person or by proxy and the persons named as proxies will vote those
proxies which they are entitled to vote "FOR" or "AGAINST" any such proposal in
their discretion. Absent the establishment of a subsequent record date and the
giving of notice to the holders of record thereon, the adjourned Meeting will
take place not more than 120 days after the original record date. At such
adjourned Meeting, any business may be transacted which might have been
transacted at the original Meeting.
The close of business on May 19, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 45,452,845.929 common shares of beneficial
interest outstanding and entitled to vote. Each share will be entitled to one
vote at the Meeting. It is expected that the Notice of Annual Meeting, proxy
statement, and form of proxy will be mailed to shareholders on or about June 12,
2000.
The expense of solicitation will be borne by the Fund and DLJ Asset
Management Group, Inc. (referred to herein as 'DLJAM') and will include
reimbursement to brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail, but may include, without cost to the Fund, telephonic,
telegraphic, or oral communications. If necessary, the solicitation of proxies
may include communications by employees of a proxy solicitation firm to be
engaged by the Fund.
The date of this Proxy Statement is June 12, 2000.
3
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and help avoid the time and expense to the Fund involved in validating your
vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Each joint owner should sign personally.
3. All Other Accounts: The capacity of the individuals signing the proxy
card should be indicated unless it is reflected in the form of registration.
For example:
<TABLE>
<CAPTION>
Registration Valid Signature
---------------------------------------------- ----------------------------
<S> <C>
Corporate Accounts
(1) ABC Corp.................................. John Doe, Treasurer
(2) ABC Corp. c/o John Doe, Treasurer......... John Doe, Treasurer
(3) ABC Corp. Profit Sharing Plan............. John Doe, Trustee
Trust Accounts
(1) ABC Trust................................. Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/28/78....... Jane B. Doe, Trustee
Custodian or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B. Smith,
Jr. UGMA.................................. John B. Smith
(2) Estate of John B. Smith................... John B. Smith, Jr., Executor
</TABLE>
4
<PAGE>
ELECTION OF FOUR TRUSTEES
(Proposal No. 1)
The first proposal to be considered at the Meeting is the election of four
Trustees of the Fund. Pursuant to the Fund's Agreement and Declaration of Trust,
the Board of Trustees is divided into three classes, each class having a term of
three years. Each year the term of one class will expire. The Board currently
consists of four members: Wilmot H. Kidd, Martin Jaffe, G. Moffett Cochran and
Robert E. Fischer, each of whom was re-elected as a Trustee on May 20, 1999.
Wilmot H. Kidd, III, Peter F. Krogh and John F. Sheehan are each being nominated
to serve as Class I Trustees of the Fund for a three year term to expire at the
Fund's 2003 Annual Meeting of Shareholders or until their successors are duly
elected and qualified. Stig Host is being nominated to serve as a Class II
Trustee of the Fund for a one year term to expire at the Fund's 2001 Annual
Meeting of shareholders or until his successor is duly elected and qualified.
As nominees for election to the Board, the proposed new Class I and Class II
Trustees have consented to be named in this Proxy Statement and to serve as
Trustees if elected. The Board of Trustees has no reason to believe that the
Class I or Class II Trustees will become unavailable for election as Trustees,
but if that should occur before the Meeting, proxies will be voted for such
other persons as the Board of Trustees may recommend.
The Trustees and Officers of the Fund are listed below, together with their
respective positions, and a brief statement of their principal occupations
during the past five years and, in the case of Trustees, their positions with
certain international organizations and publicly-held companies.
5
<PAGE>
<TABLE>
<CAPTION>
Shares of
the Fund
Beneficially
First Owned
Became as of
Name, Age, Position with Trustee/ Term Principal Occupations and May 19,
Fund, and Address Officer Expiring Other Affiliations 2000** Percent
------------------------ -------- -------- --------------------- ------------ -------
<S> <C> <C> <C> <C> <C> <C>
G. Moffett Cochran* 49 1998 2002 Chairman of DLJ 1,803.000 ***
Class III Trustee Asset Management Group, Inc. ('DLJAM')
Chairman of the Board, with which he has been associated since
President prior to 1993; formerly Senior Vice
277 Park Avenue President with Bessemer Trust
New York, NY 10172 Companies.
Robert E. Fischer 69 1998 2002 Partner at the law firm of Wolf, Block, 9,787.746 ***
Class III Trustee Schorr and Solis-Cohen LLP (or its
250 Park Avenue predecessor firm), since prior to 1993.
Suite 1000
New York, NY 10107
Stig Host 73 2000 2001 Oil company executive; Member of Boards- 270.600 ***
The Corinthian, Suite 312 International Energy Corp.,
345 E. 37th Street International Marine Sales, Inc.,
New York, NY 10016 Kriti Exploration Inc., Kriti
Properties and Devel. Corp.,
Alliance International Fund,
DLJ Winthrop Focus Funds,
Alliance New Europe Fund,
Alliance All Asia Investment Fund,
Alexander Host Foundation, American
Scandinavian Foundation.
Martin Jaffe* 53 1998 2001 Chief Operating Officer of DLJAM, with 9,871.176 ***
Class II Trustee, Vice President, which he has been associated since
Secretary & Treasurer prior to 1993.
277 Park Avenue
New York, NY 10172
Wilmot H. Kidd, III 58 1998 2003 President of Central Securities 2,500.000 ***
Class I Trustee Corporation, since prior to 1993.
375 Park Avenue
New York, NY 10112
Peter F. Krogh 63 2000 2003 Dean Emeritus and Distinguished 0 ***
301 ICC Professor of International Affairs
Georgetown University at the Edmund A Walsh School of Foreign
Washington, DC 20057 Service, Georgetown University; Moderator
of PBS foreign affairs television series;
Member of Board of The Carlisle Companies
Inc., and DLJ Winthrop Focus Funds. Member
of Selection Committee for Harry Truman
Scholars and Henry Luce Scholars. Senior
Associate of Center for Stategic and
International Studies; Trustee of numerous
world affairs organizations.
</TABLE>
6
<PAGE>
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
John J. Sheehan 69 2000 2003 Owns Consulting firm; Former 0 ***
Trustee President and CEO of National Computer
4 Bennington Place Analysts, Inc., Principal negotiator for
Newtown, PA 18940 NCA, Director of National Accounts for
large financial institutions group;
Trustee of DLJ Focus Funds.
Brian A. Kammerer 42 1998 Senior Vice-President of DLJAM 1,021.698 ***
Vice President with which he has been associated
277 Park Avenue since prior to 1993.
New York, NY 10172
Michael A. Snyder 37 1998 Managing Director and Director of High 2,154.545 ***
Vice President Yield Investments since October, 1998;
277 Park Avenue formerly Managing Director and head of
New York, NY 10172 High Yield Investments at Bear Stearns
Asset Management, Inc. from June 1997
to September 1998; formerly associated
with Prudential Investments as Vice-
President and High Yield Portfolio
Manager from 1993 to June 1997.
Catherine M. Nolan 39 1998 Senior Vice President with 1,077.931 ***
Vice President DLJAM with which she has been associated
277 Park Avenue with since October 1998; formerly an
New York, NY 10172 Associate Director and High Yield
Credit Analyst at Bear Stearns Asset
Management, Inc.; formerly Vice
President with The Prudential Insurance
Company of America since prior to 1993.
Vance P. Shaw 39 1998 Senior Vice President with DLJAM 1,140.79 ***
Vice President with which he has been associated
277 Park Avenue since July 1998; formerly
New York, NY 10172 Director of High Yield Bond Research at
Scotia Capital Markets from 1995 to
1998; formerly associated with Lehman
Brothers, Inc. since prior to 1993.
All Trustees and Officers
as a group ***
</TABLE>
-----------
* 'Interested' Trustee within the meaning of the Investment Company Act of
1940, as amended (the '1940 Act'). Messrs. Cochran and Jaffe are
'interested' Trustees because of their affiliation with DLJ Asset
Management Group, Inc. which acts as the Fund's investment adviser.
** This information has been furnished by each Trustee and Officer.
*** Less than 1%.
-------------------
There was one annual meeting of shareholders, four regular meetings and one
special meeting of the Board of Trustees held during the fiscal year ended
October 31, 1999. Each Trustee, except for Mr. Waller, who is not being
reelected, attended each meeting of the Board. Aggregate fees (exclusive of
reimbursed expenses) paid to the Board of Trustees for the fiscal year ended
October 31, 1999 were $33,000.
The Board of Trustees has an Audit Committee. The Audit Committee makes
recommendations to the full Board of Trustees with respect to the engagement of
independent auditors and reviews with the independent auditors the plan and
results of the audit engagement and matters having a material effect on the
Fund's financial statements. The members of the Audit Committee are Messrs.
7
<PAGE>
Fischer and Kidd. Each member of the Audit Committee is a 'non-interested'
Trustee. The Audit Committee met two times during the fiscal year ended October
31, 1999. At the present time, the Board of Trustees has no nominating
committee, or other committee performing similar functions. There is an
Executive Committee consisting of Messrs. Cochran and Jaffe. The Executive
Committee is authorized to act for the entire Board between meetings thereof, to
the extent permitted under the Agreement and Declaration of Trust of the Trust
and applicable law. The Executive Committee did not meet during the fiscal year
ended October 31, 1999.
The following table sets forth certain information regarding the
compensation of the Fund's Trustees and Officers. During the fiscal year ended
October 31, 1999, the Fund paid each of its Trustees who is not an interested
trustee, officer, or employee of the Fund's investment adviser or any affiliate
thereof a meeting fee of $2,000 plus $1,000 for each meeting of a committee of
the Board attended in person or via telephone and any shareholder meeting
attended in person not held on the same day as a meeting of the Board. Each
Trustee is reimbursed for travel and certain out-of-pocket expenses. No Trustee
received compensation from the Fund in excess of $60,000 for the fiscal year
ended October 31, 1999.
COMPENSATION TABLE
for the
Fiscal Year Ended October 31, 1999
<TABLE>
<CAPTION>
Pension or
Retirement Estimated
Benefits Annual Total
Aggregate Accrued as Benefits Compensation
Compensation From Part of Fund upon From the Fund
Name of Person and Position the Fund Expenses Retirement Paid to Trustees
------------------------------------ ------------ ------------ ---------- -----------------
<S> <C> <C> <C> <C>
G. Moffett Cochran*................ $ 0 0 N/A $ 0
Chairman of the Board
Robert E. Fischer................... $12,000 0 N/A $12,000
Trustee
Martin Jaffe*....................... $ 0 0 N/A $ 0
Trustee
Wilmot H. Kidd, III................. $12,000 0 N/A $12,000
Trustee
John W. Waller, III................. $ 9,000 0 N/A $ 9,000
Former Trustee
----------------------------------
</TABLE>
*Interested Trustee.
Required Vote
In the election of the Trustees of the Fund, the seven candidates receiving
the highest number of votes cast at the Meeting, if a quorum is present, shall
be elected.
THE BOARD OF TRUSTEES OF THE FUND RECOMMENDS THAT
YOU VOTE 'FOR' PROPOSAL NO. 1.
RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
(Proposal No. 2)
A majority of the Trustees who are not 'interested' Trustees of the Fund
(as defined in the 1940 Act) has recommended that shareholders approve Ernst &
Young LLP as independent auditors for the Fund for the fiscal year ending
October 31, 2000. The approval of the independent auditors is to be voted on
at the Meeting and it is intended that the persons named in the accompanying
Proxy Statement will vote 'FOR' ratification of the selection of Ernst & Young
LLP. Ernst & Young LLP has advised the Fund that, to the best of its
knowledge and
8
<PAGE>
belief, as of the record date, no Ernst & Young LLP professional had any direct
or material indirect ownership interest in the Fund inconsistent with
independent professional standards pertaining to accountants. It is expected
that a representative of Ernst & Young LLP will not be present at the Meeting,
but will be available by telephone to answer any questions that may arise.
The Board's policy regarding engaging independent auditors' services is that
management may engage the Fund's principal independent auditors to provide any
services normally provided by independent accounting firms, provided that such
services meet any and all of the independence requirements of the American
Institute of Certified Public Accountants and the Securities and Exchange
Commission. In accordance with this policy, the Audit Committee reviews and
approves all services provided by the independent auditors prior to their being
rendered. The Board of Trustees also receives a report from its Audit Committee
relating to all services after they have been performed by the Fund's
independent auditors.
Required Vote
Ratification of the selection of Ernst & Young LLP as independent auditors
requires the affirmative vote of a majority of the votes cast by holders of
shares of the Fund represented at the meeting if a quorum is present.
THE BOARD OF TRUSTEES, INCLUDING THE 'NON-INTERESTED' TRUSTEES
OF THE FUND, RECOMMENDS THAT YOU VOTE 'FOR' PROPOSAL NO. 2.
ADDITIONAL INFORMATION
Investment Adviser and Administrator
The offices of DLJ Asset Management Group, Inc. are located at 277 Park
Avenue, New York, New York 10172.
PFPC Inc. located at 3200 Horizon Drive, King of Prussia, PA 19406, provides
administration services to the Fund.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 19, 2000, no shareholder held 5% or more of the Fund's shares.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Rule 30f-1 under
the 1940 Act require that the Fund's Trustees and Officers, certain persons
affiliated with the Investment Adviser and persons who own more than 10% of a
registered class of the Fund's securities file reports of ownership and changes
of ownership with the Securities and Exchange Commission and to furnish copies
of such reports to the Fund. Based solely upon the Fund's review of the copies
of such forms it receives and written representations from certain of such
persons, the Fund believes that all such filing requirements applicable to such
persons were complied with during the Fund's fiscal year ending October 31,
1999.
BROKER NON-VOTES AND ABSTENTIONS
A proxy which is properly executed and returned accompanied by instructions
to withhold authority to vote, represents a broker 'non-vote' (i.e., shares held
by brokers or nominees as to which (i) instructions have not been received from
the beneficial owners or the persons entitled to vote and (ii) the broker or
nominee does not have discretionary voting power on a particular matter).
Proxies that reflect abstentions or broker non-votes (collectively,
'abstentions') will be counted as shares
9
<PAGE>
that are present and entitled to vote on the matter for purposes of determining
the presence of a quorum. Under Delaware law, abstentions do not constitute a
vote 'for' or 'against' a matter and will be disregarded in determining the
'votes cast' on an issue. The election of Trustees (Proposal 1) requires that
each successful candidate receives the highest amount of votes cast at the
Meeting; therefore, abstentions will be disregarded. The ratification of
independent auditors (Proposal 2) requires the affirmative vote of a majority of
the votes cast at the Meeting; therefore, abstentions will be disregarded in
determining the vote cast on the Proposal.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed proxy will vote thereon according to their best judgment in the
interests of the Fund.
SHAREHOLDER PROPOSALS
A shareholder's proposal intended to be presented at the Fund's Annual
Meeting of Shareholders in 2001 must be received by the Fund on or before
December 25, 2000 in order to be included in the Fund's proxy statement and form
of proxy relating to that meeting.
MARTIN JAFFE
Secretary
Dated: June 12, 2000
Shareholders who do not expect to be present at the Meeting and who wish to
have their shares voted are requested to date and sign the enclosed proxy and
return it in the enclosed envelope. No postage is required if mailed in the
United States.
10
<PAGE>
APPENDIX 1
PROXY
DLJ HIGH YIELD BOND FUND
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Brian A. Kammerer and Jill Kopin (the
"Proxies"), and each of them, attorneys and proxies of the undersigned, each
with power of substitution and resubstitution, to attend, vote and act for the
undersigned at the Annual Meeting of Shareholders (the "Meeting") of DLJ High
Yield Bond Fund (the "Fund") to be held at 277 Park Avenue, 24th Floor, New
York, New York at 10:00 a.m., eastern time on Monday, July 17, 2000, and at any
adjournment(s) or postponement(s) thereof. The undersigned hereby acknowledges
receipt of the Notice of Annual Meeting and Proxy Statement. The Proxies shall
cast votes according to the number of shares of the Fund which the undersigned
may be entitled to vote with respect to the proposals set forth below, in
accordance with the specification indicated, if any, and shall have all the
powers which the undersigned would possess if personally present. In their
discretion, the Proxies, and each of them, are authorized to vote upon any other
business that may properly come before the Meeting, or any adjournment(s) or
postponement(s) thereof, including any adjournment(s) or postponement(s)
necessary to obtain requisite quorums and/or approvals. The undersigned hereby
revokes any prior proxy to vote at the Meeting, and hereby ratifies and confirms
all that said Proxies, or any of them, may lawfully do by virtue hereof or
thereof.
<PAGE>
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED BELOW WITH RESPECT
TO THE ACTIONS TO BE TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY
SPECIFICATION, THIS PROXY WILL BE VOTED "FOR" PROPOSAL NOS. 1 AND 2.
Proposal No. 1. Election of Trustees
NOMINEE: Stig Host - Class II
[ ] FOR [ ] WITHHELD
NOMINEE: Wilmot H. Kidd, III - Class I
[ ] FOR [ ] WITHHELD
NOMINEE: Peter F. Krogh - Class I
[ ] FOR [ ] WITHHELD
NOMINEE: John J. Sheehan - Class I
[ ] FOR [ ] WITHHELD
Proposal No. 2. Ratification of the selection of Ernst & Young LLP as
the Fund's independent auditors for the fiscal year
ending October 31, 2000
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY IS SOLICITED AND PROPOSED BY THE BOARD OF TRUSTEES OF THE FUND, WHICH
UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF PROPOSAL NOS. 1 AND 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE>
-------------------------------------------------
-------------------------------------------------
Please sign above exactly as your name(s)
appear(s) hereon. If a corporation, please sign in
full corporate name by an authorized officer. If a
partnership, please sign in partnership name by an
authorized person. Each joint owner should sign
personally. Fiduciaries should give full titles as
such.
-------------------, 2000
(Please Date)
STATEMENT OF DIFFERENCES
The section symbol shall be expressed as...................................'SS'
