<PAGE>
Preliminary copy for the
information of the
Securities and Exchange
Commission; File Nos. 33-
33231 and 811-4587; Rule
14a-6
PAINEWEBBER REGIONAL FINANCIAL GROWTH FUND INC.
____________
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
December 14, 1995
_____________
To The Shareholders:
A special meeting of shareholders ("Meeting") of PaineWebber
Regional Financial Growth Fund Inc. ("Fund") will be held on December 14,
1995, at [10:00 a.m.], Eastern time, at 1285 Avenue of the Americas, 38th
Floor, New York, New York 10019, for the following purposes:
1. To consider a change in the Fund's concentration policy under
which it invests, under normal circumstances, at least 65% of
its total assets in the equity securities of regional
commercial banks, thrifts and their holding companies to one
under which it would invest, under normal circumstances, at
least 65% of its total assets in the equity securities of
financial services companies and a corresponding change in the
Fund's investment limitation governing its ability to
concentrate more than 25% of its total assets in any industry
or group of related industries;
2. To consider elimination of the Fund's fundamental investment
policy of investing only in banks and thrifts with deposits
insured by the Federal Deposit Insurance Corporation and the
holding companies of such banks and thrifts; and
3. To transact such other business as may properly come before
the meeting or any adjournments thereof.
You are entitled to vote at the Meeting and any adjournment thereof if you
owned shares of the Fund at the close of business on October 25, 1995. If
you attend the Meeting, you may vote your shares in person. If you do not
expect to attend the Meeting, please complete, date and sign the proxy
card and return it in the enclosed prepaid envelope.
By Order of the Board of Directors,
Dianne E. O'Donnell
Secretary
November __, 1995
1285 Avenue of the Americas
New York, New York 10019
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YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
Please indicate your voting instructions on the enclosed proxy
card, date and sign the card, and return it in the envelope provided.
IF YOU SIGN, DATE AND RETURN THE PROXY CARD BUT GIVE NO VOTING
INSTRUCTIONS, YOUR SHARES WILL BE VOTED "FOR" EACH OF THE PROPOSALS
NOTICED ABOVE. In order to avoid the additional expense of further
solicitation, we ask your cooperation in mailing in your proxy card
promptly. Unless proxy cards submitted by corporations and
partnerships are signed by the appropriate persons as indicated in the
voting instructions on the proxy card, they will not be voted.
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PAINEWEBBER REGIONAL FINANCIAL GROWTH FUND INC.
1285 Avenue of the Americas, New York, New York 10019
____________
PROXY STATEMENT
____________
Special Meeting of Shareholders
to Be Held on December 14, 1995
November __, 1995
This Proxy Statement is being furnished to shareholders of
PaineWebber Regional Financial Growth Fund Inc. ("Fund") in connection
with the solicitation of proxies by its board of directors ("Board") for
use at the special meeting of shareholders to be held on December 14,
1995, at [10:00] a.m., Eastern time, and at any adjournments thereof
("Meeting"). This Proxy Statement will first be mailed to shareholders on
or about November __, 1995.
Mitchell Hutchins Asset Management Inc. ("Mitchell Hutchins")
currently serves as the Fund's investment adviser, administrator and
distributor. Mitchell Hutchins is located at 1285 Avenue of the Americas,
New York, New York 10019.
VOTING INFORMATION
At least one third of the Fund's outstanding shares on October 25,
1995, represented in person or by proxy, must be present for the
transaction of business at the Meeting. If a quorum is not present at the
Meeting or a quorum is present but sufficient votes to approve the
proposal are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitations of
proxies. Any such adjournment will require the affirmative vote of a
majority of those shares represented at the Meeting in person or by proxy.
The persons named as proxies will vote those proxies that they are
entitled to vote FOR the proposals in favor of such an adjournment and
will vote those proxies required to be voted AGAINST the proposals against
such adjournment. A shareholder vote may be taken on the proposals in
this Proxy Statement prior to any such adjournment if sufficient votes
have been received and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial
owners or other persons entitled to vote and for which the broker does not
have discretionary voting authority. Abstentions and broker non-votes
will be counted as shares present for purposes of determining whether a
quorum is present but will not be voted for or against adjournment or any
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proposal. Accordingly, abstentions and broker non-votes effectively will
be a vote against adjournment or against the proposal where the required
vote is a percentage of the shares present or outstanding. Abstentions
and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to
approve the proposal.
The individuals named as proxies on the enclosed proxy card will
vote in accordance with your direction as indicated thereon if your proxy
card is received properly executed by you or by your duly appointed agent
or attorney-in-fact. If you sign, date and return the proxy card, but
give no voting instructions, the duly appointed proxies may vote your
shares, in their discretion, upon such other matters as may come before
the Meeting. The proxy card may be revoked by giving another proxy or by
letter or telegram revoking the initial proxy. To be effective, such
revocation must be received by the Fund prior to the Meeting and must
indicate your name and account number. In addition, if you attend the
Meeting in person, you may, if you wish, vote by ballot at the Meeting,
thereby canceling any proxy previously given.
As of the record date, October 25, 1995 ("Record Date"), the Fund
had ______________ shares of common stock outstanding. The solicitation
of proxies, the cost of which will be borne by the Fund will be made
primarily by mail but also may include telephone or oral communications by
representatives of Mitchell Hutchins, who will not receive any
compensation therefor from the Fund or by Shareholder Communications
Corporation, professional proxy solicitors retained by the Fund, who will
be paid fees and expenses of up to approximately $__________ for
soliciting services. Management of the Fund does not know of any single
shareholder or "group" (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934) who owned beneficially 5% or more of the
shares of the Fund as of the Record Date. Directors and officers of the
Fund own in the aggregate less than 1% of the shares of the Fund.
PROPOSAL 1
CONSIDERATION OF A CHANGE IN THE FUND'S CONCENTRATION POLICY
AND A CORRESPONDING CHANGE IN THE FUND'S INVESTMENT
LIMITATION GOVERNING ITS ABILITY TO CONCENTRATE
MORE THAN 25% OF ITS TOTAL ASSETS IN ANY
ONE INDUSTRY OR GROUP OF RELATED INDUSTRIES
The Fund's investment objective is to provide long-term capital
appreciation through investment primarily in regional banks, thrifts and
their holding companies. As described in the Fund's current prospectus:
... [t]he Fund seeks to achieve this objective by
investing, under normal circumstances, at least
65% of its total assets in equity securities (such
as common stocks and securities convertible into
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common stock) of regional commercial banks,
thrifts and their holding companies.
To permit the Fund to concentrate 65% or more of its total assets in
the banking and thrift industries in accordance with this policy, the
Fund's investment limitation generally prohibiting the Fund from investing
more than 25% of its total assets in any one industry provides a specific
exemption from this prohibition with respect to the banking and thrift
industries. That investment limitation is set forth in its entirety
below:
[The] Fund may not:
... (2) make an investment in any one industry or
group of related industries (other than the
related group of industries consisting of the
banking industry and the thrift industry) if doing
so would cause the value of the investments in
such industry or group of industries to equal or
exceed 25% of the total assets of the Fund taken
at market value;
This investment policy and the related investment limitation both
are fundamental, which means that neither can be changed without the
approval of the Fund's shareholders.
At a meeting held on September 27, 1995, the Board considered and
approved, subject to shareholder approval, a recommendation by Mitchell
Hutchins that this investment policy and the related investment limitation
be changed to allow the Fund to invest, under normal circumstances, at
least 65% of its total assets in the equity securities of financial
services companies generally. Financial services companies constitute a
broader group of companies than regional banks, thrifts and their holding
companies. While the proposed changes would permit the Fund to continue
to invest in the equity securities of regional banks, thrifts and their
holding companies, the Fund also would be able to invest in the equity
securities of a number of other types of issuers, such as commercial banks
other than regional banks, insurance companies, brokerage companies,
investment management companies, commercial finance companies and consumer
finance companies and their holding companies. The Fund's investment
objective would remain the same.
The texts of the proposed change in the Fund's concentration policy
and the proposed amendment to the Fund's related investment limitation are
set forth below. Text that is added or changed is underlined and text
that is deleted is indicated by a caret (^), as follows:
The Fund seeks to achieve this objective by
investing, under normal circumstances, at least
65% of its total assets in equity securities (such
as common stocks and securities convertible into
common stock) of ^ financial services companies,
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including banks, thrifts, insurance companies,
brokerage companies, investment management
companies, commercial finance companies and
consumer finance companies and their holding
companies.
[The] Fund may not:
(2) make an investment in any one industry or
group of related industries (other than the
related group of industries consisting of the ^
financial services industries) if doing so would
cause the value of the investments in such
industry or group of industries to equal or exceed
25% of the total assets of the Fund taken at
market value;
Reasons for the Proposed Change in the Fund's Concentration Policy and the
Related Investment Limitation
In approving the proposed change in the Fund's concentration policy
and the related investment limitation and in determining to submit this
proposal for shareholder approval, the Board considered Mitchell Hutchins'
recommendation to implement the proposed changes and the reasons for
Mitchell Hutchins' belief that the changes will allow the Fund greater
flexibility in seeking to achieve its investment objective of long-term
capital appreciation and will make the Fund more attractive to its
existing shareholders as well as to potential investors.
Mitchell Hutchins advised the Board that the universe of publicly
traded "regional banks" in whose securities the Fund may invest, has
contracted substantially over the last several years as a result of
mergers and acquisitions in the commercial banking industry and the
expansion of individual banks' activities over much broader geographic
areas that include multiple states as a result of the general broadening
of interstate banking powers. In addition, Mitchell Hutchins informed the
Board that the existing distinctions between different types of issuers in
the financial services industries are being eroded as a result of recent
business combinations and the expansion of business activities of
companies in one segment of the financial services industries into other
segments. Mitchell Hutchins expects that these trends will continue and
that, while the Fund's performance has been strong, it would benefit in
the future from the additional flexibility of being able to invest without
limit in the equity securities of a broader range of issuers. Mitchell
Hutchins also believes that the Fund would be more attractive to existing
shareholders and potential investors if its investment focus were
broadened from regional banks, thrifts and their holding companies to
include issuers in the financial services industries generally. Mitchell
Hutchins noted that the Fund's net assets have ranged from approximately
$43 million to approximately $77 million over the past five fiscal year
ends and that its net assets at the close of its last fiscal year were
approximately $70 million. While the Fund's net assets are currently
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approximately $97 million, Mitchell Hutchins believes that the Fund's
relatively small size over most of this five year period is primarily
attributable to the relatively narrow focus of the Fund's current
investment policy. Mitchell Hutchins believes that the Fund would be more
likely to achieve and sustain higher levels of net assets with a broader
investment focus. Because many of the Fund's expenses are fixed and do
not increase significantly as assets increase, if Mitchell Hutchins is
correct in its views and the Fund is successful in attracting additional
assets, the greater asset size could result in a reduction in the Fund's
expenses expressed as a percentage of the Fund's average net assets.
Operations of the Fund if Proposal 1 Is Approved
If proposal 1 is approved by the Fund's shareholders, the name of
the Fund will be changed from "PaineWebber Regional Financial Growth Fund
Inc." to "PaineWebber Financial Services Growth Fund Inc." and the Fund's
operations and risks will be changed as described below.
Changes in Types of Portfolio Securities. At present, the Fund
invests at least 65% of its total assets in the equity securities of
regional banks, thrifts and their holding companies. The Fund's current
prospectus defines regional banks as domestic commercial banks (other than
money center banks) with consolidated assets of $250 million or more and
typically conduct business in one state or two or more states in the same
geographic area. Money center banks are defined as commercial banks
located in an international financial center, deriving more than 25% of
their revenues from international business and having more than 25% of
their consolidated assets outside the United States. The prospectus also
defines community banks as commercial banks with assets of less than $250
million that generally operate in a single, relatively small community.
Thrifts are defined in the prospectus to include domestic savings
associations, savings banks, building and loan associations, cooperative
banks, homestead associations and similar institutions. The Fund
presently may invest in the holding companies of commercial banks and
thrifts provided that such holding companies are principally engaged in
the operation of one or more commercial banks or thrifts. A holding
company is deemed to be "principally engaged" in the operation of
commercial banks or thrifts and related activities if such operations
comprise more than 50% of its assets on a consolidated basis.
If proposal 1 is approved, the Fund will, under normal
circumstances, invest at least 65% of its total assets in the equity
securities of companies in the financial services industries. This
changed investment policy will permit the Fund to invest in a much broader
range of companies, including commercial banks (without restriction based
on their status as regional, money center or community banks), thrifts,
insurance companies of all types (such as life insurance, property and
casualty and multi-line), investment management companies, commercial
finance companies, consumer finance companies, brokerage companies
(whether securities, commodities or insurance) and the holding companies
of these companies. Except with respect to companies engaged in
"securities related businesses," a company will be deemed eligible for
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investment by the Fund if at least 50% of either its revenues or earnings
was derived from financial services activities or at least 50% of its
assets are devoted to these activities, based on the company's most recent
fiscal year for which information is available. Companies engaged in
securities related businesses are those that derive more than 15% of their
gross revenues from securities brokerage or investment management
activities; these companies are considered financial service companies for
purposes of the Fund's concentration policy. Securities and Exchange
Commission regulations limit the Fund's investment in the equity
securities of any company engaged in securities related businesses to not
more than 5% of the Fund's net assets.
As is presently the case, the Fund will be able to invest up to 35%
of its total assets in the equity securities of issuers that are outside
its primary investment focus (at present, regional banks and thrifts and
their holding companies; financial services industries if proposal 1 is
approved), in debt securities, non-convertible preferred stocks, warrants
and money market instruments. The Fund will invest in securities other
than equity securities when, in the opinion of Mitchell Hutchins, their
potential for capital appreciation is equal to or greater than that of
equity securities or when such holdings might reduce the volatility of the
Fund's portfolio.
Changes in Risks of the Fund's Investments. If proposal 1 is
approved, the Fund's investments will be concentrated in the financial
services industry -- a broader category of investments than regional
banks, thrifts and their holding companies. However, the Fund's
investments will still be concentrated in a relatively narrow group of
related industries and its shares will continue to be subject to greater
risk than the shares of a fund whose portfolio is not so concentrated.
This factor may make the price of the Fund's shares and its total returns
more volatile than those of a fund that does not concentrate its
investments in the financial services industries. The financial services
industries may be subject to greater governmental regulation than many
other industries and changes in governmental policies and the need for
regulatory approvals may have a material effect on these industries.
If the proposal is approved, the Fund will still be subject to the
risks of the banking and thrift industries. Commercial banks and thrifts
and their holding companies are especially subject to the adverse effects
of volatile interest rates, portfolio concentrations in loans to
particular businesses such as energy or real estate and competition from
new entrants in their fields of business. Economic conditions in the real
estate market can have a significant effect upon banks and thrifts that
have a substantial percentage of their assets invested in loans secured by
real estate. Commercial banks and thrifts and their holding companies are
subject to extensive federal regulation and, in some cases, to state
regulation as well. However, neither federal insurance of deposits nor
governmental regulation of the bank and thrift industries ensures the
solvency or profitability of commercial banks or thrifts or their holding
companies, or insures against the risks of investing in the equity
securities issued by the institutions. Consumer finance companies also
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are subject to extensive governmental regulation and to significant
competition, value fluctuations due to the concentration of loans in
particular industries significantly affected by economic conditions and
volatile performance dependent on the availability and cost of capital and
prevailing interest rates. For commercial banks, thrifts and finance
companies, this governmental regulation may limit both the financial
commitments they can make, including the amounts and types of loans, and
the interest rates and fees they can charge. In addition, general
economic conditions can significantly affect these companies. Credit and
other losses resulting from the financial difficulties of borrowers or
other third parties may have an adverse effect on companies in these
industries.
Legislation has been enacted which has altered the regulatory
structure and capital requirements of the banking and thrift industries.
This legislation was enacted as a response to financial problems
experienced by a number of banks and thrifts relating to inadequate
capital, adverse economic conditions and alleged fraud and mismanagement.
This legislation also strengthened the civil sanctions and criminal
penalties for defrauding or otherwise damaging depository institutions and
their depositors and curtailed the authority of thrifts to engage in real
estate investment and certain other activities. In addition, the
legislation has given federal regulators substantial authority to use all
of the assets of a bank or thrift holding company to satisfy federal
claims against an insolvent thrift or bank owned by the holding company
and mandated regulatory action against institutions with inadequate
capital levels. Legislative and regulatory actions have also increased
the capital requirements applicable to commercial banks and thrifts.
These changes have expanded the risk to banks and thrift holding company
shareholders in the event of the insolvency of any depository institution
owned by the holding company.
Investment banking, securities and commodities brokerage and
investment advisory companies also are subject to governmental regulation
and investments in these companies are subject to the risks related to
securities and commodities trading and securities underwriting activities.
Many of the investment considerations that apply to commercial banks,
thrifts and finance companies also apply to insurance companies.
Insurance companies also are subject to extensive governmental regulation,
including the imposition of maximum rate levels, which may be inadequate
for some lines of business. Proposed or potential antitrust or tax law
changes may adversely affect the companies' tax obligations, profitability
and the sale of various insurance company products. In addition, in the
past, certain insurance companies have reported liquidity or solvency
difficulties, or have experienced credit rating downgrades. The
performance of these companies will be affected by interest rates, pricing
(including severe competition in pricing from time to time), claims
activities, marketing competition and general economic conditions.
Particular insurance lines also will be affected by specific events. For
example, property and casualty insurers may be adversely affected by
hurricanes, earthquakes and other disasters. Life and health insurer
profits may be affected by mortality and morbidity rates and by possible
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future changes in the health care industries. Individual companies are
subject to the risks of inadequate reserves, problems with investment
portfolios (for example, due to investments in real estate, "junk bonds"
or derivatives) and the inability to collect from reinsurance carriers.
The financial services industries currently are changing relatively
rapidly as existing distinctions between various financial services
industries become less clear. For example, recent business combinations
have included different financial services industries such as insurance,
finance and securities brokerage under single ownership. In addition,
changes in governmental regulation have permitted companies traditionally
active in one are to expand into other areas. The effect of these changes
on particular segments of the financial services industries is difficult
to predict.
Required Vote
The proposed change in the Fund's fundamental investment policy and
related fundamental investment limitation must be approved by a "majority
of the outstanding voting securities," as defined by the Investment
Company Act of 1940 ("1940 Act"), entitled to vote at the Meeting. As so
defined, "majority of the outstanding voting securities" means the lesser
of (i) 67% or more of the shares of the Fund present at the Meeting, if at
least 50% of the outstanding shares of the Fund entitled to vote at the
Meeting are present or represented by proxy at the Meeting, or (ii) more
than 50% of the outstanding shares of the Fund entitled to vote at the
Meeting. If proposal 1 is not approved by the shareholders of the Fund,
the current fundamental investment policy and the current related
fundamental investment limitation with respect to the concentration of the
Fund's investments will remain in effect.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL 1
PROPOSAL 2
CONSIDERATION OF ELIMINATING THE FUND'S FUNDAMENTAL INVESTMENT
POLICY OF INVESTING ONLY IN BANKS AND THRIFTS
WITH DEPOSITS INSURED BY THE FDIC
As noted in its prospectus, the Fund has a fundamental investment
policy of investing only in banks and thrifts with deposits insured by the
Federal Deposit Insurance Corporation ("FDIC") and in the holding
companies of such banks and thrifts.
At its September 27, 1995 meeting, the Board considered and approved,
subject to shareholder approval, a recommendation by Mitchell Hutchins
that this fundamental investment policy be eliminated. Mitchell Hutchins
advised that this fundamental investment policy was adopted prior to the
commencement of operations by the Fund as a closed-end investment company
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in 1986. At that time, deposits of some banks and thrift institutions
were insured by state insurance funds and did not carry federal deposit
insurance. Over the past ten years, the number of such banks and thrifts
has dwindled substantially, and very few (if any) publicly traded banks or
thrifts who accept deposits now lack federal deposit insurance through the
FDIC. The investment policy thus does not add any significant protection
for the Fund's shareholders. However, if shareholders approve the
elimination of this fundamental investment policy, the Board intends to
adopt an identical non-fundamental investment policy, so that the Fund
will continue to invest in banks and thrifts and their holding companies
only if those banks and thrifts have deposits insured by the FDIC.
Shareholders should note that neither the Fund's portfolio securities nor
its own shares are insured by the FDIC.
Required Vote
The proposed elimination of the Fund's fundamental investment policy
must be approved by a "majority of the outstanding voting securities," as
defined by the 1940 Act, entitled to vote at the Meeting. As so defined,
"majority of the outstanding voting securities" means the lesser of (i)
67% or more of the shares of the Fund present at the meeting, if at least
50% of the outstanding shares of the Fund entitled to vote at the Meeting
are present or represented by proxy at the Meeting, or (ii) more than 50%
of the outstanding shares of the Fund entitled to vote at the Meeting. If
the elimination of this investment policy is not approved by the
shareholders of the Fund, the current fundamental investment policy of
investing in banks and thrifts only if they have deposits insured by the
FDIC will remain fundamental.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU
VOTE "FOR" PROPOSAL 2
GENERAL INFORMATION
Other Matters to Come Before the Meeting
The Fund's management does not know of any matters to be presented
at the Meeting other than those described in this Proxy Statement. If
other business should properly come before the Meeting, the proxyholders
will vote thereon in accordance with their best judgment.
Shareholder Proposals
As a general matter, the Fund does not hold regular annual or other
meetings of shareholders. Any shareholder who wishes to submit proposals
to be considered at a special meeting of the Fund's shareholders should
send such proposals, certified mail-return receipt requested, to the Fund
at 1285 Avenue of the Americas, New York, New York 10019, so as to be
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received a reasonable time before the proxy solicitation for that meeting
is made. Shareholder proposals that are submitted in a timely manner will
not necessarily be included in the Fund's proxy materials. Inclusion of
such proposals is subject to limitations under the federal securities
laws.
Reports to Shareholders
The Fund will furnish to its shareholders, without charge, a copy of
the most recent Annual Report, and the most recent Semi-annual Report
succeeding such Annual Report, if any, on request. Requests for such
reports should be made by calling, toll free, 1-800-647-1568.
IN ORDER THAT THE PRESENCE OF A QUORUM AT THE MEETING MAY BE
ASSURED, PROMPT EXECUTION AND RETURN OF THE ENCLOSED PROXY IS REQUESTED.
A SELF-ADDRESSED, POSTAGE-PAID ENVELOPE IS ENCLOSED FOR YOUR CONVENIENCE.
Dianne E. O'Donnell
Secretary
November __, 1995
New York, New York
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PROXY
PAINEWEBBER REGIONAL FINANCIAL GROWTH FUND INC.
Special Meeting of Shareholders - December 14, 1995
The undersigned hereby appoints as proxies Gregory K. Todd and Ilene Shore
and each of them (with the power of substitution), to vote for the
undersigned all shares of the stock of the undersigned held as of the
record date at the aforesaid meeting and any adjournment thereof with all
the power the undersigned would have if personally present. The shares
represented by this proxy will be voted as instructed. Unless indicated
to the contrary, this proxy shall be deemed to grant authority to vote FOR
all proposals.
This proxy is solicited on behalf of the board of directors of PaineWebber
Regional Financial Growth Fund Inc. ("Fund").
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed envelope to: Alamo Direct Mail Services, Inc., 10 Lucas Drive,
Deer Park, NY 11729. Alamo Direct Mail Services, Inc. has been engaged to
forward the enclosed proxy material and to tabulate proxies returned by
mail.]
Please indicate your vote by an "X" in the appropriate box below.
The board of directors recommends a vote "FOR"
1. Approval of a change in the Fund's concentration policy with respect
to the investment, under normal circumstances, of at least 65% of its
total assets and the related investment limitation governing the Fund's
ability to concentrate more than 25% of its total assets in any one
industry or group of related industries.
FOR _______ AGAINST _______ ABSTAIN ______
2. Approval of the elimination of the Fund's fundamental policy of
investing only in banks and thrifts with deposits insured by the Federal
Deposit Insurance Corporation.
FOR _______ AGAINST _______ ABSTAIN ______
Continued and to be signed on reverse side
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This proxy will not be voted unless it is dated and signed exactly as
instructed below.
If shares are held jointly, each shareholder named should sign. If only
one signs, his or her signature will be binding. If the shareholder is a
corporation, the President or Vice President should sign in his or her own
name, indicating title. If the shareholder is a partnership, a partner
should sign in his or her own name, indicating that he or she is a
"Partner." If signing is by attorney, executor, administrator, trustee,
or guardian, please give FULL title.
Sign exactly as name appears hereon.
________________________________________
________________________________________
__________________________________, 1995
Date
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