<PAGE> 1
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 (AMENDMENT NO. )
Filed by the registrant [ ]
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 Rule 14a-11(c) or Rule 14a-12
HEALTH PLANS CAPITAL SERVICES CORP.
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
(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> 2
PLAN INVESTMENT FUND, INC.
225 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
-----------------------
NOTICE OF ANNUAL MEETING OF
PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 21, 1998
-----------------------
To: The Participation Certificate Holders of
Plan Investment Fund, Inc.
The Annual Meeting of Participation Certificate holders of PLAN INVESTMENT
FUND, INC. (the "Company") will be held on April 21, 1998, at 1:00 P.M. CST at
the Westin O'Hare Hotel, Chicago, IL, for the following purposes:
(1) To elect ten (10) Trustees; each Trustee elected will hold office until
the next annual meeting of Participation Certificate holders or until his
successor is duly elected and qualified;
(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
certified public accountants for the Company for the fiscal year ending
December 31, 1998; and
(3) To transact such other business as may properly come before the meeting.
The subjects referred to above are discussed in the Proxy Statement
attached to this Notice. Each Participation Certificate holder is invited to
attend the Annual Meeting of Participation Certificate holders in person. If a
quorum is not present at the annual meeting, the Company reserves the right to
adjourn the meeting.
Participation Certificate holders of record at the close of business on
February 27, 1998, have the right to vote at the meeting.
Whether or not you now expect to be present at the meeting, we urge you to
complete, date, sign and return the enclosed proxy by April 9, 1998 in the
enclosed envelope in order that the meeting may be held and a maximum number of
Participation Certificates may be voted.
March 19, 1998 Burton X. Rosenberg
Secretary
<PAGE> 3
PLAN INVESTMENT FUND, INC.
225 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
-----------------------
PROXY STATEMENT
-----------------------
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of Plan Investment Fund, Inc. (the "Company")
for use at the Annual Meeting of Participation Certificate holders to be held
on April 21, 1998, at 1:00 P.M. CST at the Westin O'Hare Hotel, Chicago, IL
(such meeting, including any adjournment thereof, is referred to as the
"Meeting"). The Company will bear all proxy solicitation costs. Any
Participation Certificate ("PC") holder giving a proxy may revoke it at any
time before it is exercised by submitting to the Company a written notice of
revocation or a subsequently executed proxy or by attending the Meeting and
electing to vote in person. This Proxy Statement and the enclosed proxy are
expected to be distributed to PC holders on or about March 19, 1998.
The Company currently offers three portfolios - the Government/REPO Portfolio,
the Money Market Portfolio and the Short-Term Portfolio. Only PC holders of
record at the close of business on February 27, 1998, will be entitled to vote
at the Meeting. On that date the following number of PCs of the Company were
outstanding and entitled to be voted at the Meeting: 226,837,518.19
Government/REPO Portfolio PCs, 405,024,326.18 Money Market Portfolio PCs and
4,773,576.766 Short-Term Portfolio PCs. Each PC is entitled to one vote.
Cumulative voting is not permitted.
Each PC holder of record on the record date shall be entitled to cast one vote
for each PC and a pro rata vote for each fractional PC outstanding in its name
as of the record date on each matter to be voted upon at the meeting. The
approval of a majority of the issued and outstanding PCs affected by the matter
to be voted upon shall be required for approval of such matter. The PC holders
entitled to cast a vote with respect to at least a majority of the Company's
issued and outstanding PCs, present in person or by proxy, shall constitute a
quorum at the Meeting. Abstentions and broker non-votes shall be counted for
purposes of determining the presence or absence of a quorum for the transaction
of business. Members of the Board of Trustees shall be elected by written
ballots, each of which shall be signed by the PC holder or its proxy and
specifying the number of PCs voted with respect to such election.
The Company's Annual Report for its Government/REPO, Money Market and
Short-Term Portfolios, containing financial statements for the year ended
December 31, 1997, has been mailed to PC holders and is not to be regarded as
proxy solicitation material. To receive a free copy of this report, call PFPC
Inc. at (800) 441-7764.
If you do not expect to be present at the Meeting and wish your PCs to be
voted, please date and sign the enclosed proxy and mail it in the enclosed
reply envelope addressed to the Company, c/o PFPC Inc., P.O. Box 8950,
Wilmington, Delaware 19885-9628.
<PAGE> 4
ELECTION OF TRUSTEES
Ten Trustees, constituting the entire Board of Trustees, are to be elected at
the Meeting. Each Trustee so elected will hold office until the next Annual
Meeting of PC holders and until his successor is elected and qualified, or
until his term as a Trustee is terminated as provided in the Company's Bylaws.
The persons named as proxies in the accompanying proxy have been designated by
the Board of Trustees and, unless contrary instructions are given, intend to
vote for the nominees named below.
All PCs represented by valid proxies will be voted in the election of Trustees
for each nominee named below unless authority to vote for a particular nominee
is withheld. Should any nominee withdraw from the election or otherwise be
unable to serve, the named proxies will vote for the election of such
substitute as the Board of Trustees may recommend unless a decision is made to
reduce the number of Trustees serving on the Board. The election of Trustees
must be approved by a majority of the outstanding PCs of the Company. The
following table sets forth certain information about the nominees:
<TABLE>
<CAPTION>
Name, Position & Prior Five Years
Length of Service Age Business Experience
- ----------------- --- --------------------
<S> <C> <C>
Howard F. Beacham III 43 September 1997 to Present, Executive Vice
President, Blue Cross and Blue Shield of Central
New York, Inc.; October 1996 to August 1997,
Senior Vice President, Finance, Blue Cross and
Blue Shield of Central New York, Inc.; 1993 to
September 1996, Vice President, Finance, Blue
Cross and Blue Shield of Central New York;
January 1996 to Present, Secretary/Treasurer,
HMO-CNY, Inc.; 1993 to Present,
Secretary/Treasurer BC&S Associates, Inc.
Philip A. Goss* 39 January 1994 to Present, President and Chief
Trustee since 1994 Executive Officer, Health Plans Capital
President since 1994 Services Corp., February 1992 to December 1993,
Vice President and Chief Operating Officer,
Health Plans Capital Services Corp.
Gene Holcomb 54 January 1996 to Present, President, Blue Cross
Trustee since 1996 and Blue Shield of Tennessee; April 1994 to
Present, President and Chief Executive Officer,
Blue Cross and Blue Shield of Memphis; 1993 to
April 1994, Executive Vice President,
Administration and Chief Financial Officer, Blue
Cross and Blue Shield of Memphis.
</TABLE>
2
<PAGE> 5
<TABLE>
<S> <C> <C>
Steven L. Hooker 43 April 1996 to Present, Chief Financial Officer
Trustee since 1994(2) and Treasurer, The Regence Group; April 1993 to
August 1996, Senior Vice President, Finance and
Treasurer, Blue Cross and Blue Shield of Oregon;
April 1993 to January 1997, President, Oregon
Pacific States Insurance Company; 1992 to March
1993, Vice President, Finance and Treasurer,
Blue Cross and Blue Shield of Oregon. Mr. Hooker
also serves as a director of Regence Life and
Health (formerly known as Oregon Pacific States
Insurance Company) and Associated Administrators
Inc.
Ronald F. King 50 January 1997 to Present, President and Chief
Trustee since 1997 Executive Officer, Blue Cross and Blue Shield
Executive Trustee of Oklahoma; February 1995 to January 1997,
since 1998(1) President and Chief Operating Officer, Blue
Cross and Blue Shield of Oklahoma; March 1994
to January 1995, Executive Vice President,
Operations, Blue Cross and Blue Shield of
Oklahoma; September 1993 to February 1994,
Senior Vice President, Finance and Corporate
Treasurer, Blue Cross and Blue Shield of
Oklahoma.
David M. Murdoch* 62 June 15, 1995 to Present, Executive Vice
Trustee since 1987 President, Franchise Operations, Chief Financial
Treasurer since Officer and Treasurer, Blue Cross and Blue Shield
1994(1) Association; July 1993 to June 15, 1995, Senior
Vice President, Licensing, Finance and
Operations, Blue Cross and Blue Shield
Association; February 1992 to June 1993, Senior
Vice President, Business Support and Strategy,
Blue Cross and Blue Shield Association; 1992
through December 1993, President and Chief
Executive Officer, Health Plans Capital Services
Corp. Mr. Murdoch also serves as a director of
Health Plans Capital Services Corp. and
Ravenswood Health Care Medical Center.
Charles R. Long 51 December 1996 to Present, Senior Vice President,
Chief Financial Officer and Treasurer, Highmark
Inc.; September 1995 to December 1996 Senior Vice
President, Finance, Pennsylvania Blue Shield;
1993 to August 1995 Partner, Arthur Andersen,
LLP. Mr. Long also serves as a director of
numerous wholly owned subsidiaries of Highmark,
Inc.
M. Edward Sellers 51 1993 to Present, President and Chief Executive
Trustee since 1997 Officer, Blue Cross and Blue Shield of South
Carolina.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C>
Thomas J. Ward 1993 to Present, President and Chief Executive
Trustee since 1993(1) 60 Officer, Blue Cross of Northeastern Pennsylvania.
Sherman M. Wolff 1993 to Present, Senior Vice President and Chief
Trustee since 1993(2) 57 Financial Officer, Blue Cross and Blue Shield of
Illinois. Mr. Wolff also serves as a director of
Metropolitan Chicago Leadership Council.
</TABLE>
* May be deemed an "Interested Person", as defined in the Investment
Company Act of 1940, because he is an officer or Director of the Company's
administrator, Health Plans Capital Services Corp.
(1) Member of the Nominating Committee
(2) Member of the Short-Term Portfolio Code of Ethics Committee
The Board of Trustees met three times during the Company's last fiscal year.
Trustees Holcomb, Long, Ward and Wolff attended less than 75% of the fiscal
year meetings of the Board of Trustees held during the period they were
Trustees. As individuals, the Trustees cannot directly own PCs of the Company;
however, all of the Trustee nominees are officers or employees of corporations
that are eligible to own PCs and may be deemed to exercise voting and
investment power in that capacity. As of February 27, 1998, these Trustee
nominees' employers owned or controlled the following:
<TABLE>
<CAPTION>
Government/REPO Money Market Short-Term
Trustee Portfolio PCs Portfolio PCs Portfolio PCs
------- --------------- ------------- -------------
<S> <C> <C> <C>
Howard F. Beacham III 8,248,878.05 8,161,481.74 0
Philip A. Goss 15,103,119.11 4,399,568.49 194,482.871
Gene Holcomb 0 5,000,000.00 0
Steven L. Hooker 4,000,000.00 3,050,000.00 0
Ronald F. King 0 6,456,775.30 1,110,838.655
Charles R. Long 0 30,302,278.36 199,235.291
David M. Murdoch 15,500,000.00 52,360,025.24 654,582.124
M. Edward Sellers 22,397,312.98 943,408.92 0
Thomas J. Ward 0 5,189,528.03 0
Sherman M. Wolff 0 62,205,321.96 1,567,910.647
</TABLE>
The Company pays Trustees who are not employed by Blue Cross and/or Blue Shield
Plans, subsidiaries or affiliates $500 for each Trustee meeting physically
attended by Trustees and $150 for meetings held by telephone. All Trustees and
officers receive reimbursement for out-of-pocket expenses. Trustees employed
by Blue Cross and/or Blue Shield Plans, subsidiaries or affiliates and officers
of the Company are not paid for attending meetings. Officers of the Company
receive no compensation from the Company for performing the duties of their
offices.
4
<PAGE> 7
Trustees who may be deemed Interested Persons are also Directors of Health
Plans Capital Services Corp. ("CSC"), 225 N. Michigan Avenue, Chicago, IL,
60601. CSC has been retained to act as administrator for the Company. For
the services provided and expenses assumed by CSC as administrator, CSC is
entitled to receive a fee, computed daily and payable monthly, at a rate equal
to .05% of each Portfolio's average annual net assets. For the fiscal year
ended December 31, 1997, CSC was paid $35,133 and voluntarily waived $63,624 of
the $98,757 which CSC was entitled to as the fee payable for its services as
administrator for the Government/REPO Portfolio. For the fiscal year ended
December 31, 1997, CSC was paid $255,012 and voluntarily waived $3,270 of the
$258,282 which CSC was entitled to as the fee payable for its services as
administrator for the Money Market Portfolio. For the fiscal year ended
December 31, 1997, CSC was paid $20,475 and voluntarily waived $5,623 of the
$26,098 which CSC was entitled to as the fee payable for its services as
administrator for the Short-Term Portfolio. As of February 27, 1998, CSC had
earned $6,324, after voluntary fee waivers, as administrator for the
Government/REPO Portfolio, $36,407 , after voluntary fee waivers, as
administrator for the Money Market Portfolio and $3,017, after voluntarily fee
waivers, as administrator for the Short-Term Portfolio, in 1998.
The Company has no standing Audit or Compensation Committee. The Company's
Nominating Committee, which was established December 10, 1987, gathers
information and makes recommendations to the Board of Trustees on potential
nominees for election as Trustees of the Company. The Nominating Committee,
consisting of Messrs. Albert F. Antonini, David M. Murdoch and Thomas F. Ward,
most recently met on January 8, 1998. Mr. Murdoch may be deemed an "Interested
Person", as defined in the Investment Company Act of 1940, because he is a
Director of the Company's administrator, Health Plans Capital Services Corp.
The Nominating Committee will consider PC holder recommendations of potential
nominees that are submitted in writing and received by the Company at its
principal office by the November 30 preceding the next regularly scheduled
Annual Meeting of PC holders.
RATIFICATION OR REJECTION OF THE SELECTION OF
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Coopers & Lybrand L.L.P. has been selected by the Board of Trustees, including
a majority of the Board of Trustees who are not Interested Persons, as
independent certified public accountants for the Company for the fiscal year
ending December 31, 1998. The Trustees originally selected Coopers & Lybrand
L.L.P. at a meeting held August 8, 1985, and reconfirmed this selection for the
1998 fiscal year at a meeting held January 21, 1998. The ratification or
rejection of the selection of independent certified public accountants for the
1998 fiscal year is to be voted upon at the Meeting, and it is intended that
the persons named in the accompanying proxy will vote for Coopers & Lybrand
L.L.P. unless contrary instructions are given. The selection of independent
certified public accountants is being submitted for ratification at the Meeting
as required by the Investment Company Act of 1940.
Coopers & Lybrand L.L.P. has been the Company's auditor since the Company's
inception of operations and has no direct or material indirect financial
interest in the Company. It is expected that a representative of the firm will
be present at the Meeting to make a statement if desired and to respond to
appropriate questions.
5
<PAGE> 8
ADDITIONAL INFORMATION
OFFICERS
Officers of the Company are elected by the Trustees and serve at the pleasure
of the Board. Information is set forth below as to officers of the Company who
are not Trustees:
<TABLE>
<CAPTION>
Prior Five Years
Name & Position Age Business Experience
- --------------- --- -------------------
<S> <C> <C>
Dale E. Palka 49 December 1996 to Present, Executive
Assistant Secretary Director, Investment Programs, Health
since 1997 Plans Capital Services Corp.; 1993 to
December 1996, Director of Investments,
Blue Cross and Blue Shield of Michigan
Burton X. Rosenberg 57 1993 to Present, Partner, Seyfarth, Shaw,
Secretary Fairweather & Geraldson
since 1989
</TABLE>
The Company does not compensate any of its officers for services rendered to
the Company in their capacity as officers. Messrs. Goss and Palka are
employees of, and receive compensation from, CSC, the Company's administrator.
Mr. Rosenberg is a partner of, and receives compensation from, Seyfarth, Shaw,
Fairweather & Geraldson, the Company's legal counsel. Legal fees and expenses
paid to Seyfarth, Shaw, Fairweather & Geraldson by the Company for the last
fiscal year were $29,966.
SIGNIFICANT OWNERS
On February 27, 1998, the name, address, number of PCs held of record and
percentage of ownership of persons which may be the beneficial owners of 5% or
more of the outstanding PCs of the Government/REPO Portfolio because they
possessed or shared voting or investment power with respect to such PCs on
behalf of their underlying accounts were as follows:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address of Owner PCs Owned Portfolio
- ------------------------- --------- ----------
<S> <C> <C>
Blue Cross and Blue Shield
of Massachusetts 72,960,767.80 32.2%
100 Summer Street
Boston, MA 02110
Capital Blue Cross 58,165,000.00 25.6%
2500 Elmerton Avenue
Harrisburg, PA 17110
Independence Blue Cross 22,190,106.71 9.8%
1901 Market Street
Philadelphia, Pa 19103
</TABLE>
6
<PAGE> 9
<TABLE>
<S> <C> <C>
Blue Cross and Blue Shield 22,397,312.98 9.9%
of South Carolina
I-20 East at Alpine Road
Columbia, SC 29219
Blue Cross and Blue Shield Association 15,500,000.00 6.8%
225 N. Michigan Avenue
Chicago, IL 60601
Health Plans Capital Services Corp. 15,103,119.11 6.7%
225 N. Michigan Avenue
Chicago, IL 60601
</TABLE>
On February 27, 1998, the name, address, number of PCs held of record and
percentage of ownership of persons which may be the beneficial owners of 5% or
more of the outstanding PCs of the Money Market Portfolio because they
possessed or shared voting or investment power with respect to such PCs on
behalf of their underlying accounts were as follows:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address of Owner PCs Owned Portfolio
- ------------------------- --------- ----------
<S> <C> <C>
Blue Shield of California 31,823,362.21 7.9%
50 Beale Street
San Francisco, CA 94105
Hawaii Medical Services Association 22,385,128.28 5.5%
818 Keeaumoku Street
Honolulu, HI 96814
Health Care Service Corporation 62,205,321.96 15.4%
300 E. Randolph Street
Chicago, IL 60601
Blue Cross and Blue Shield of Kansas 29,370,717.50 7.3%
1133 Topeka Avenue
Topeka, KS 66629
Blue Cross and Blue Shield 20,625,169.64 5.1%
of New Jersey
3 Penn Plaza East
Newark, NJ 07105
Finger Lakes Blue Cross
and Blue Shield 21,470,982.53 5.3%
150 East Main Street
Rochester, NY 14647
Highmark, Inc. 30,302,278.36 7.5%
120 Fifth Avenue
Pittsburgh, PA 15222
Blue Cross and Blue
Shield Association 52,360,025.24 12.9%
225 N. Michigan Avenue
Chicago, IL 60601
</TABLE>
7
<PAGE> 10
On February 27, 1998, the name, address, number of PCs held of record and
percentage of ownership of persons which may be the beneficial owners of 5% or
more of the outstanding PCs of the Short-Term Portfolio because they possessed
or shared voting or investment power with respect to such PCs on behalf of
their underlying accounts were as follows:
<TABLE>
<CAPTION>
Number of Percent of
Name and Address of Owner PCs Owned Portfolio
- ------------------------- --------- ----------
<S> <C> <C>
Blue Cross and Blue Shield 424,875.489 8.9%
of Connecticut
370 Bassett Road
North Haven, CT 06473
Health Care Service Corporation 1,567,910.647 32.8%
300 E. Randolph Street
Chicago, IL 60601
Blue Cross and Blue Shield of Oklahoma 1,110,838.655 23.3%
1215 S. Boulder Avenue
Tulsa, OK 74102
Blue Cross and Blue Shield Association 654,582.124 13.7%
225 N. Michigan Avenue
Chicago, IL 60601
</TABLE>
INVESTMENT ADVISORS
The investment advisor for the Government/REPO Portfolio and the Money Market
Portfolio is PNC Institutional Management Corporation, 400 Bellevue Parkway,
Wilmington, DE, 19809. The investment advisor for the Short-Term Portfolio is
Neuberger & Berman, LLC, 605 Third Avenue, New York, NY, 10158.
PC HOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any PC holder proposal intended to be presented at the Annual Meeting of PC
holders to be held in 1999 must be received by the Company at its principal
office not later than November 30, 1998 in order for it to be included in the
Company's proxy materials relating to such Annual Meeting.
OTHER MATTERS
Management at present knows of no other business to be presented at the Meeting
or at any adjournment(s) thereof by or on behalf of the Company or its
management. Should any other matter requiring a vote of PC holders arise the
persons named in the enclosed proxy will, unless authority to vote on other
matters is withheld, vote for the recommendations of management with respect to
such matters.
Dated: March 19, 1998
8
<PAGE> 11
PC HOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND
WHO WISH TO HAVE THEIR PCS VOTED ARE REQUESTED TO DATE AND SIGN
THE ENCLOSED PROXY AND RETURN IT PROMPTLY.
9
<PAGE> 12
PLAN INVESTMENT FUND, INC.
225 N. MICHIGAN AVENUE
CHICAGO, ILLINOIS 60601
-----------------------
PROXY SOLICITATION ON BEHALF OF THE BOARD OF TRUSTEES FOR
ANNUAL MEETING OF PARTICIPATION CERTIFICATE HOLDERS
TO BE HELD ON APRIL 21, 1998
-----------------------
The undersigned Participation Certificate ("PC") holder of Plan Investment
Fund, Inc. does hereby appoint Philip A. Goss and David M. Murdoch, or either
of them, as attorneys and proxies of the undersigned, with full power of
substitution, to attend the Annual Meeting of Participation Certificate holders
to be held on April 21, 1998, at the Westin O'Hare Hotel, Chicago, IL, at 1:00
P.M. CST and at all adjournments thereof, and thereat to vote the PCs held in
the name of the undersigned on the record date for said meeting on the matters
listed below, all of which have been proposed by Plan Investment Fund, Inc.
1. ELECTION OF TEN TRUSTEES
Instructions: To vote for individual nominees, place an "X" on the line next to
each such nominee, up to a total of ten individual nominees. UNLESS THE
AUTHORITY TO VOTE FOR A NOMINEE IS WITHHELD OR UNLESS OTHERWISE SPECIFIED,
AUTHORITY IS DEEMED GRANTED TO VOTE FOR THE ELECTION OF SUCH NOMINEE.
<TABLE>
<CAPTION>
Withhold
Vote Authority
Name of Management Nominee For to Vote
-------------------------- --- -------
<S> <C> <C>
All of the nominees listed below
or individually --- -------
Howard F. Beacham III
--- -------
Philip A. Goss
--- -------
Gene Holcomb
--- -------
Steven L. Hooker
--- -------
Ronald F. King
--- -------
Charles R. Long
--- -------
David M. Murdoch
--- -------
M. Edward Sellers
--- -------
Thomas J. Ward
--- -------
Sherman M. Wolff
--- -------
Name of additional nominee(s)
----------------------------- ---
----------------------------- ---
----------------------------- ---
</TABLE>
<PAGE> 13
2. RATIFICATION OF SELECTION OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Ratify selection of Coopers & Lybrand L.L.P. as independent certified public
accountants for the fiscal year ending December 31, 1998.
(Accountants) FOR AGAINST ABSTAIN
---- ---- ----
3. OTHER BUSINESS
Recommendations of management with respect to such other business properly
brought before the Meeting (or any adjournment(s) thereof).
(Other Business) FOR AGAINST ABSTAIN
---- ---- ----
THE PCS REPRESENTED BY THIS PROXY SHALL BE VOTED AS INSTRUCTED, PROVIDED THAT
IF NO INSTRUCTION IS GIVEN FOR A PARTICULAR MATTER, THIS PROXY CONFERS
AUTHORITY TO VOTE -
(A) FOR THE ELECTION OF THE NOMINATING COMMITTEE'S SLATE OF TRUSTEES SET
FORTH IN PARAGRAPH 1 ABOVE;
(B) FOR RATIFICATION OF ACCOUNTANTS SET FORTH IN PARAGRAPH 2 ABOVE; AND
(C) FOR THE RECOMMENDATIONS OF MANAGEMENT WITH RESPECT TO SUCH OTHER BUSINESS
PROPERLY BROUGHT BEFORE THE MEETING (OR ANY ADJOURNMENT(S) THEREOF).
Dated: , 1998
-----------
----------------------------------------
(Signature)
----------------------------------------
(Title)
THIS PROXY SHOULD BE SIGNED BY AN OFFICER AUTHORIZED TO GIVE WRITTEN
INSTRUCTIONS FOR INVESTMENT ACCOUNTS AND RETURNED TO THE COMPANY C/O PFPC
INC., P. O. BOX 8950, WILMINGTON, DELAWARE, 19885-9628.
2
