SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the 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
FIRST FINANCIAL FUND, INC.
(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>
FIRST FINANCIAL FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------------
AUGUST 26, 1997
To our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of First Financial Fund, Inc. ("Fund") will be held on August 26, 1997
at 3:00 p.m., at the Plaza Building, 751 Broad Street, Newark, New Jersey 07102
for the following purposes:
(I) To elect one director to serve until 2000;
(2) To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Fund for the fiscal year ending March 31, 1998; and
(3) To consider and act upon any other business as may properly come
before the Annual Meeting or any adjournment thereof.
Only holders of common stock of record at the close of business on June 13,
1997 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By order of the Board of Directors,
/s/Arthur J. Brown
ARTHUR J. BROWN
SECRETARY
Dated: July 2, 1997
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT - PLEASE RETURN YOUR PROXY CARD PROMPTLY
STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. ANY
STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED FORM OF PROXY, DATE AND SIGN IT,
AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER
SOLICITATION, WE ASK YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY, NO MATTER
HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
- --------------------------------------------------------------------------------
<PAGE>
FIRST FINANCIAL FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
--------------------------
PROXY STATEMENT
--------------------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 26, 1997
INTRODUCTION
This Proxy Statement is furnished to the stockholders of First Financial
Fund, Inc. ("Fund") by the Board of Directors of the Fund in connection with the
solicitation of stockholder votes by proxy ("Proxies") to be voted at the Annual
Meeting of Stockholders ("Meeting") to be held on August 26, 1997 at 3:00 p.m.
at the Plaza Building, 751 Broad Street, Newark, New Jersey 07102. The matters
to be acted upon at the Meeting are set forth in the accompanying Notice of
Annual Meeting.
If the enclosed 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. A Proxy may nevertheless be revoked at any time prior
to its use by written notification received by the Fund, by the execution of a
later dated Proxy or by attending the Meeting and voting in person. However, if
no instructions are specified on a Proxy, shares will be voted FOR the election
of the nominee for director and FOR the other proposals.
The close of business on June 13, 1997 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting. On that date, the Fund had 17,728,361 shares of common stock
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 first will be mailed to stockholders on or about July 8, 1997.
The solicitation is made primarily by the mailing of this Proxy Statement
and the accompanying Proxy. Supplementary solicitations may be made, without
cost to the Fund, by mail, telephone, telegraph or in person by regular
employees of Prudential Investments Fund Management LLC, the Fund's
Administrator ("Administrator") or the Administrator's affiliate, Prudential
Securities Incorporated ("Prudential Securities"). All expenses in connection
with preparing this Proxy Statement and its enclosures, and additional
solicitation expenses including reimbursement of brokerage firms and others for
their expenses in forwarding proxy solicitation material to the beneficial
owners of shares, will be borne by the Fund. The presence at the Meeting, in
person or by proxy, of stockholders entitled to cast a majority of the shares
outstanding is required for a quorum. In the event that a quorum is present at
the Meeting but sufficient votes to approve one or more 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 with
respect to those items. Any such adjournments will require the affirmative vote
of a majority of those shares present at the Meeting or represented by proxy. In
such case, the persons named as proxies will vote those Proxies which they are
entitled to vote for any such item in favor of such an adjournment, and will
vote those Proxies required to be voted against any such item against any such
adjournment. A stockholder vote may be taken on one or more of the items in this
Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
1
<PAGE>
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 with respect to 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 any adjournment. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present. 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 a proposal.
Management does not know of any person or group who owned beneficially 5%
or more of the Fund's outstanding common stock on the record date.
ELECTION OF DIRECTORS
PROPOSAL NO. 1
The Board of Directors is divided into three classes with each class
serving for a term of three years and until their successors are elected and
qualified. The Class II director, Mr. Mooney, has a term expiring in 1997. The
classification of the Fund's directors helps to promote the continuity and
stability of the Fund's management and policies because the majority of the
directors at any given time will have prior experience as directors of the Fund.
At least two stockholder meetings, instead of one, are required to effect a
change in a majority of the directors, except in the event of vacancies
resulting from removal for cause or other reasons, in which case the remaining
directors may fill the vacancies so created.
Accordingly, at the Meeting, one director will be elected to serve until
the Fund's 2000 annual meeting of stockholders and until his successor is
elected and qualified. It is the intention of the persons named in the enclosed
form of Proxy to vote in favor of the election of Mr. Mooney as nominee for
director. The nominee is currently a member of the Board of Directors, and has
consented to serve as a director, if elected. The Board of Directors has no
reason to believe that the nominee will become unavailable for election as a
director, but if that should occur before the Meeting, the Proxies will be voted
for such other nominee as the Board of Directors may recommend.
None of the directors is related to one another. The following tables set
forth certain information regarding each of the directors of the Fund. Unless
otherwise noted, each of the directors has engaged in the principal occupation
listed in the following table for five years or more.
2
<PAGE>
INFORMATION REGARDING NOMINEE
FOR ELECTION AT 1997 ANNUAL MEETING
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND JUNE 13, 1997(a)
-------------------------------------------------- ---------------------- ----------------
CLASS II (TERM EXPIRING IN 2000, IF ELECTED)
<S> <C> <C>
Thomas T. Mooney (55), President of the Greater Rochester Metro Chamber of Director 2,037
Commerce; former Rochester City Manager; Trustee of Center for Governmental
Research, Inc.; Director of Blue Cross of Rochester, Monroe County Water
Authority, Rochester Jobs, Inc., Executive Service Corps of Rochester,
Monroe County Industrial Development Corporation, Northeast Midwest
Institute, The Business Council of New York State, Global Utility Fund,
Inc., Prudential Distressed Securities Fund, Inc., Prudential Equity Fund,
Inc., Prudential Global Genesis Fund, Inc., Prudential Global Natural
Resources, Inc., Prudential Government Income Fund, Inc., Prudential
Mortgage Income Fund, Inc., Prudential Multi-Sector Fund, Inc., The Global
Government Plus Fund, Inc., The Global Total Return Fund, Inc., and the High
Yield Plus Fund Inc.; Trustee of Prudential Allocation Fund, Prudential
California Municipal Fund, Prudential Equity Income Fund, Prudential
Municipal Bond Fund, Prudential Municipal Series Fund and The Target
Portfolio Trust.
INFORMATION REGARDING DIRECTORS
WHOSE CURRENT TERMS CONTINUE
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND JUNE 13, 1997(a)
-------------------------------------------------- ---------------------- ----------------
CLASS I (TERM EXPIRING IN 1999)
<S> <C> <C>
Eugene C. Dorsey (70), Retired President, Chief Executive Officer and Trustee of Director 400
the Gannett Foundation (now Freedom Forum); former Publisher of four Gannett
newspapers and Vice President of Gannett Company; past Chairman, Independent
Sector, Washington, D.C. (national coalition of philanthropic
organizations); former Chairman of the American Council for the Arts;
Director of the Advisory Board of Chase Manhattan Bank of Rochester;
Director of The High Yield Plus Fund Inc., Global Utility Fund, Inc.,
Prudential Diversified Bond Fund, Inc., Prudential Equity Fund, Inc.,
Prudential Europe Growth Fund, Inc., Prudential Institutional Liquidity
Portfolio, Inc., Prudential Jennison Fund, Inc., Prudential Mortgage Income
Fund, Inc., Trustee of Prudential California Municipal Fund, Prudential
Municipal Series Fund and The Target Portfolio Trust.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND JUNE 13, 1997(a)
-------------------------------------------------- ---------------------- ----------------
CLASS III (TERM EXPIRING IN 1998)
<S> <C> <C>
*Douglas H. McCorkindale (58), Vice Chairman, Gannett Co. Inc. (publishing and President, Treasurer 0
media) (since March 1984); Director of Gannett Co. Inc., Frontier and Director
Corporation, Continental Airlines, Inc., Mutual Insurance Company Ltd., The
High Yield Plus Fund, Inc., Global Utility Fund, Inc., Prudential
Distressed Securities, Inc., Prudential Global Genesis Fund, Inc.,
Prudential Global Natural Resources, Inc., Prudential Multi-Sector Fund,
Inc., The Global Government Plus Fund, Inc., Trustee of Prudential
Allocation Fund, Prudential Equity Income Fund, Prudential Municipal Bond
Fund and The Target Portfolio Trust.
</TABLE>
- --------------
* Indicates "interested person" of the Fund as defined in the Investment
Company Act of 1940, as amended ("1940 Act" ). Mr. McCorkindale is deemed to
be an "interested person" by reason of his service as an officer of the
Fund.
(a) For this purpose, "beneficial ownership" is defined in the regulations under
Section 13(d) of the Securities Exchange Act of 1934, as amended ("1934
Act"). The information is based on statements furnished by the Administrator
and the nominee.
The directors and officers of the Fund as a group (five persons) owned
beneficially less than 1% of the outstanding shares of the Fund as of June 13,
1997. This includes shares shown with respect to current directors in the tables
above.
Under Section 16(a) of the 1934 Act, Section 30(f) of the 1940 Act and
Securities and Exchange Commission ("SEC") regulations thereunder, the Fund's
officers and directors, persons owning more than 10% of the Fund's common stock
and certain officers and partners of Wellington Management Company, LLP, the
Fund's investment adviser ("Investment Adviser"), are required to report their
transactions in the Fund's common stock to the SEC, New York Stock Exchange and
the Fund. Based solely on the Fund's review of the copies of such reports
received by it, the Fund believes that, during its fiscal year ended March 31,
1997, all filing requirements applicable to such persons were complied with,
except that two reports were filed late on behalf of Douglas McCorkindale. Both
reports were required due solely to Mr. McCorkindale's election as a director
and an officer of the Fund, and not due to any transactions in the Fund's common
stock.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS.
The Board of Directors met four times during the Fund's fiscal year ended
March 31, 1997, and each director during the time he or she served attended at
least 75% of the total number of meetings of the Board and of any committee of
which he or she was a member. The Board of Directors has an Audit Committee
currently composed of Messrs. Dorsey, McCorkindale, and Mooney. Mr. McCorkindale
is deemed to be an "interested person" of the Fund because he is an officer of
the Fund. The Audit Committee also reviews with the independent public
accountants the plan and results of the audit engagement and matters having a
material effect upon the Fund's financial operations. The Audit Committee met
twice during the fiscal year ended March 31, 1997. The Board of Directors does
not have a standing nominating or compensation committee.
4
<PAGE>
OFFICERS OF THE FUND.
The officers of the Fund, other than as shown above who also serve as
directors, are:
Arthur J. Brown (age 48)--Secretary; Partner, Kirkpatrick & Lockhart LLP
(law firm). Kirkpatrick & Lockhart LLP serves as counsel to the Fund and to
Wellington Management Company, LLP on certain matters.
Stephanie A. Djinis (age 33)--Assistant Secretary; Partner, Kirkpatrick &
Lockhart LLP.
Mr. Brown has held office since May 1, 1986. Ms. Djinis has held office
since February 14, 1990. The officers of the Fund are elected annually by the
Board of Directors at its next meeting following the annual meeting of
stockholders.
COMPENSATION OF DIRECTORS.
The table below includes certain information relating to the compensation
of the Fund's directors paid by the Fund for the fiscal year ended March 31,
1997 as well as information regarding compensation from the "Fund Complex," as
defined below, for the calendar year ended December 31, 1996. No additional
compensation is paid to Board members for serving on committees or for attending
meetings. Board members are reimbursed for any expenses incurred in attending
meetings and for other incidental expenses. Annual Board fees may be reviewed
periodically and changed by each Fund's Board.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
COMPENSATION TABLE
- ------------------------------------------------------------------------------------------------------------------------------------
Pension or Total
Retirement Compensation
Benefits Estimated From the
Accrued as Annual Fund and
Aggregate Part of the Benefits the Fund
Compensation Fund's Upon Complex Paid
Name of Director From the Fund Expenses Retirement to Directors
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Eugene C. Dorsey+ $7,125 N/A N/A $22,000(3)*
- ------------------------------------------------------------------------------------------------------------------------------------
Douglas H. McCorkindale $1,625 N/A N/A 1,000(2)*
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas T. Mooney $5,625 N/A N/A 19,500(3)*
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Parenthetical indicates number of funds (including the Fund) in the Fund
Complex, comprised of four investment companies, to which aggregate
compensation relates.
+ All compensation from the Fund and Fund Complex for the calendar year ended
December 31, 1996 represents deferred compensation. Mr. Dorsey received
aggregate compensation for that period from the Fund and the Fund Complex,
including accrued interest, in the amounts of approximately $6,074 and
$23,952.76, respectively.
Directors must be elected by a vote of the holders of a majority of the
shares present at the Meeting in person or by proxy and entitled to vote
thereon.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 1.
SELECTION OF INDEPENDENT ACCOUNTANTS
PROPOSAL NO. 2
The Board of Directors, including a majority of those directors who are not
interested persons (as such term is defined in the 1940 Act) of the Fund or the
Investment Adviser ("Independent Directors"), selected Price Waterhouse LLP to
continue to serve as the independent accountants for the Fund for the current
fiscal year, ending March 31, 1998. Such appointment is now subject to
ratification or rejection by stockholders of the Fund. In addition, as required
by the 1940 Act, the vote of the Board of Directors is subject to the right of
the Fund, by the vote of a majority of its outstanding voting securities, (as
such term is defined in the 1940 Act) to terminate such engagement without
penalty at any meeting called for the purposes of voting thereon.
5
<PAGE>
Price Waterhouse LLP currently serves as the Fund's independent
accountants, and has audited the Fund's financial statements for the fiscal year
ended March 31, 1997. Prior thereto, Deloitte & Touche LLP served as the Fund's
independent accountants. On February 18, 1997, the Fund's Board of Directors,
acting upon the recommendation of its Audit Committee, appointed Price
Waterhouse LLP to serve as independent accountants to the Fund, to succeed
Deloitte & Touche LLP. These actions were not taken because of any disagreement
between the Fund and Deloitte & Touche LLP. The reports of Deloitte & Touche LLP
on the Fund's financial statements for the fiscal years ended March 31, 1995 and
1996 did not contain adverse opinions, disclaimers, qualifications or
modifications of opinion. Deloitte & Touche LLP did not disagree during such
fiscal years or the subsequent interim period prior to its resignation, on any
matter of accounting principles or practices, financial statement disclosure,
auditing scope or procedure, which disagreements, if not resolved to its
satisfaction, would have caused it to make reference to the subject matter of
the disagreements in connection with its reports on those financial statements.
The Fund is not aware of any "reportable events," as that term is used in the
federal securities laws, during its fiscal years ended March 31, 1995 and 1996
or the subsequent interim period.
Price Waterhouse LLP has informed the Fund that it has no material direct
or indirect financial interest in the Fund. No representative of Price
Waterhouse LLP is expected to be present at the Meeting. The Audit Committee
will review and approve services provided by the independent accountants prior
to their being rendered, and will report to the Board of Directors concerning
all such services after they have been performed.
An affirmative vote of a majority of the shares present, in person or by
proxy, at the Meeting is required for ratification.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL NO. 2.
OTHER MATTERS
No business, other than as set forth above, is expected to come before the
Meeting. Should any other matters requiring a vote of stockholders properly come
before the Meeting, the persons named in the enclosed Proxy will vote thereon in
accordance with their best judgment in the interests of the Fund.
WELLINGTON MANAGEMENT COMPANY, LLP
Wellington Management Company, LLP, 75 State Street, Boston, Massachusetts
02109, is the Fund's Investment Adviser. The Investment Adviser is a
Massachusetts limited liability partnership of which the following persons are
managing partners: Robert M. Doran, Duncan M. McFarland and John R. Ryan. The
Investment Adviser is a professional investment counseling firm which provides
investment services to investment companies, employee benefit plans, endowment
funds, foundations and other institutions and individuals. As of March 31, 1997,
the Investment Adviser held discretionary investment authority over
approximately $136 billion of assets. The Investment Adviser and its predecessor
organizations have provided investment advisory services to investment companies
since 1933 and to investment counseling clients since 1960. The Investment
Adviser is not affiliated with the Administrator. Prudential Investments Fund
Management LLC, the Fund's Administrator, is located at Gateway Center Three,
100 Mulberry Street, Newark, New Jersey, 07102.
6
<PAGE>
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the Fund's annual meeting
of stockholders in 1998 and desires to have the proposal included in the Fund's
proxy statement and form of proxy for that meeting, the stockholder must deliver
the proposal to the offices of the Fund at Gateway Center Three, 100 Mulberry
Street, Newark, New Jersey 07102 by March 8, 1998. Stockholder proposals that
are submitted in a timely manner will not necessarily be included in the Fund's
proxy materials. Inclusion of such proposal is subject to limitation under the
federal securities laws.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at Gateway Center Three, 100 Mulberry Street,
Newark, New Jersey 07102, whether other persons are beneficial owners of shares
for which Proxies are being solicited and if so, the number of copies of the
Proxy Statement you wish to receive in order to supply copies to the beneficial
owners of shares.
BY ORDER OF THE BOARD OF DIRECTORS,
/s/Arthur J. Brown
ARTHUR J. BROWN
SECRETARY
Dated: July 2, 1997
7
<PAGE>
- --------------------------
FIRST FINANCIAL FUND, INC.
==========================================
FIRST
FINANCIAL
FUND, INC.
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
AUGUST 26, 1997
AND
PROXY STATEMENT
PROXY
STATEMENT
<PAGE>
PROXY
FIRST FINANCIAL FUND, INC.
Gateway Center Three
100 Mulberry Street
Newark, New Jersey 07102-4077
This proxy is Solicited on Behalf of the Board of Directors
The undersigned hereby appoints Douglas H. McCorkindale and Arthur J. Brown as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated on the reverse side of this card, all
the shares of common stock of First Financial Fund, Inc. (the "Fund") held of
record on June 13, 1997 at the Annual Meeting of Stockholders to be held on
August 26, 1997, or any adjournment thereof.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
- ------------------------------------ -------------------------------------
<PAGE>
- --- PLEASE MARK VOTES
X AS IN THIS EXAMPLE
- --- The Board of Directors recommends a vote
- ------------------------------- "FOR" the nominee and "FOR" each of the
FIRST FINANCIAL FUND., INC. following Proposals:
- -------------------------------
1. ELECTION OF DIRECTOR FOR WITHHELD
Nominee: --- ---
This Proxy, when properly executed, Thomas T. Mooney --- ---
will be voted in the manner directed
by the undersigned shareholder. If
no direction is made, this proxy will
be voted FOR Proposals 1, 2 and 3.
FOR AGAINST ABSTAIN
2. To ratify the --- --- ---
selection of Price --- --- ---
Waterhouse LLP as
independent public
accountants for the
fiscal year ending
March 31, 1998.
FOR AGAINST ABSTAIN
2. To consider and --- --- ---
act upon such --- --- ---
other business as
may properly come
before the meeting
and any adjournments
thereof.
Please be sure to sign ------------
and date this Proxy. Date Mark box at right if an addres ---
- ------------------------------------ change on comment has been noted
on the reverse side of this card. ---
- ---Stockholder sign here------------
- ---Co-owner sign here--------------- RECORD DATE SHARES:
