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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The Germany Fund, Inc.
(Name of Registrant as Specified in Its Charter)
The Germany Fund, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) 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:
(4) Proposed maximum aggregate value of transaction:
[ ] 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>
THE GERMANY FUND, INC.
31 WEST 52ND STREET
NEW YORK, NEW YORK 10019
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 20, 1996
--------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The
Germany Fund, Inc. (the "Fund") will be held at 2:00 P.M., New York time, on
June 20, 1996 at the offices of Deutsche Bank, 31 West 52nd Street, 5th Floor,
New York, New York for the following purposes:
1. To elect four Directors.
2. To ratify the selection by the Board of Directors of Price Waterhouse
LLP as independent accountants for the fiscal year ending December 31,
1996.
3. To consider and act upon any other business as may come before the
meeting or any adjournment thereof.
Only holders of record of Common Stock at the close of business on May 6,
1996 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
Robert R. Gambee
Secretary
Dated: May 10, 1996
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY PROMPTLY.
1
<PAGE>
THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
Annual Meeting of Stockholders
June 20, 1996
--------------------
PROXY STATEMENT
--------------------
This proxy statement is furnished by the Board of Directors of The Germany
Fund, Inc. (the "Fund") in connection with the solicitation of proxies for use
at the Annual Meeting of Stockholders (the "Meeting") to be held at 2:00 P.M.,
New York time, on June 20, 1996 at the offices of Deutsche Bank, 31 West 52nd
Street, 5th Floor, New York, New York, and any adjournments thereof. The purpose
of the Meeting and the matters to be acted upon are set forth in the
accompanying Notice of Annual Meeting of Stockholders.
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. However, if no instructions are specified, shares
will be voted FOR the election of Directors and FOR the ratification of the
selection of independent accountants. 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 a
subsequently executed proxy, or by attendance at the Meeting and voting in
person.
The close of business on May 6, 1996 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 14,589,532 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote on
each matter that comes before the Meeting. It is expected that the Notice of
Annual Meeting, Proxy Statement and form of Proxy will first be mailed to
stockholders on or about May 10, 1996.
The election of Directors (Proposal 1) requires the affirmative vote of the
holders of a plurality of the shares represented at the Meeting. The
ratification of the selection of Price Waterhouse LLP as independent accountants
for the Fund (Proposal 2) requires the affirmative vote of the holders of a
majority of the shares represented at the Meeting. The Fund intends to treat
properly executed proxies that are marked "abstain" and broker non-votes
(defined below) as present for the purposes of determining whether a quorum has
been achieved at the Meeting. Under Maryland law, abstentions do not constitute
a vote "for" or "against" a matter and will be disregarded in determining the
"votes cast" on an issue. If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote, it represents a
broker "non-vote" (that is, a proxy from a broker or nominee indicating that
such person has not received instructions from the beneficial owner or other
person entitled to vote shares on a particular matter with respect to which the
broker or nominee does not have discretionary power). The Fund does not
anticipate receiving any broker non-votes at the Meeting in light of the nature
of the matters to be acted upon at the Meeting.
The date of this Proxy Statement is May 10, 1996.
<PAGE>
INTRODUCTION
The Board of Directors of the Fund has nominated four directors for
election at the Meeting (Proposal 1) and approved the selection of Price
Waterhouse LLP as independent accountants for the Fund for the fiscal year
ending December 31, 1996, for ratification by the stockholders at the Meeting
(Proposal 2). The effectiveness of each of Proposals 1 and 2 requires the
affirmative vote of the holders of a majority of the shares present at the
Meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's By-Laws provide that the Board of Directors be divided into
three classes of Directors serving staggered three-year terms. The term of
office for Directors in Class III expires at the 1996 annual meeting, Class I at
the next succeeding annual meeting and Class II at the following succeeding
annual meeting. Four Class III nominees are proposed in this Proxy Statement for
election.
Should any vacancy occur on the Board of Directors, the remaining
Directors, though less than a quorum, would be able to fill such vacancy for the
unexpired term by the vote of a majority of their number, as at present. Any
Director elected by the Board to fill a vacancy would hold office for the
unexpired portion of the term of the Director whose place has been filled. A
Director elected by the Board to fill a newly created directorship resulting
from an increase in the number of Directors will hold office until the next
election of the class for which that Director was chosen. If the size of the
Board is increased, the additional Directors will be apportioned among the three
classes to make all classes as nearly equal as possible.
Unless authority is withheld, it is the intention of the persons named in
the form of proxy to vote each proxy for the election of the nominees listed
below. Each nominee has indicated he will serve if elected, but if any nominee
should be unable to serve, proxies will be voted for any other person determined
by the persons named in the form of proxy in accordance with their judgment.
Each of the nominees is currently a member of the Board of Directors. The
manager of the Fund is Deutsche Morgan Grenfell/C.J. Lawrence Inc. ("DMG" or the
"Manager") and the investment adviser is Deutsche Asset Management GmbH ("DBAM"
or the "Investment Adviser").
INFORMATION REGARDING DIRECTORS AND OFFICERS
The following table shows certain information about the Directors,
including beneficial ownership of Common Stock of the Fund. Each has served as a
Director of the Fund since the Fund's inception in 1986, except for Prof. Dr.
Kohler and Mr. Macmillan-Scott, who were elected to the Board on May 10, 1991
and December 16, 1994, respectively.
2
<PAGE>
The following have been nominated for election at the 1996 Annual Meeting:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations During Directly or Indirectly,
Name Age Position with Fund Past Five Years at May 6, 1996 (1)
---- --- ------------------ ---------------------------- ------------------
<S> <C> <C> <C>
Prof. Dr. Claus 68 Director Member of the Administrative Board of --
Kohler Bundesanstalt fur Vereinigungsbedingte
Class III Sonderaufgaben (since 1995). Member
of the Administrative Board of
Treuhandanstalt (1990-1994). Member
of the Board of Governors and of the
Central Bank Council of Deutsche
Bundesbank (until 1990). Member of
the Advisory Board of Westfalische
Hypothekenbank AG. Member of
the Advisory Panel to the Board
of Governors of the Central Bank
of Oman. Member of the Board
(Kuratorium) of the Institute of
Empirical Economic Research. Professor
of Economics, University of Hannover.
Professor of Economics, University of
Frankfurt a.M.
Christian H. 52 Director Managing Director of DWS-Deutsche --
Strenger(2)(3)(4) Gesellschaft fur Wertpapiersparen mbH
Class III (since 1991). Managing Director
` of Deutsche Bank Securities Corporation,
the predecessor to DMG (1986-1991).
Werner Walbrol 57 Director President and Chief Executive Officer 200
Class III of the German American Chamber
of Commerce, Inc. Member of the
United States German Youth Exchange
Council. Director of TUV Rheinland of
North America, Inc. President and
Director of German American
Partnership Program.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations During Directly or Indirectly,
Name Age Position with Fund Past Five Years at May 6, 1996 (1)
---- --- ------------------ ---------------------------- ------------------
<S> <C> <C> <C>
Otto Wolff von 77 Director Chairman of the Board of Otto 1,263
Amerongen Wolff Industrieberatung &
Class III Beteiligungen GmbH (industrial
consulting). Chairman of the
German East-West Trade Committee.
Honorary Chairman of the Association
of German Chambers of Industry and
Commerce. Chairman of the Board
of Management of the
Otto Wolff von Amerongen Foundation.
Member of the Atlantic Advisory
Council of United Technologies Corp.
(until 1992). Chairman of the Super-
visory Board of DWA, Deutsche
Waggonbau AG. Member of the
Advisory Council of Allianz
Versicherungs-AG (until February
1994). Member of the Advisory
Council of Creditanstalt-Bankverein.
President of the German Society for
East European Studies. Member of
the Board of Directors of the German
Society for Foreign Affairs.
</TABLE>
4
<PAGE>
The following are Directors whose terms continue:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations During Directly or Indirectly,
Name Age Position with Fund Past Five Years at May 6, 1996 (1)
---- --- ------------------ ---------------------------- ------------------
<S> <C> <C> <C>
John A. Bult(2)(3) 59 Director Chairman of PaineWebber International, 1,233
Class II Director of PaineWebber Group, Inc.
Director of The Brazilian Equity
Fund, Inc., The France Growth Fund, Inc.
and The Greater China Fund, Inc.
James Macmillan- 44 Director Managing Director of DMG (since 1992). 200
Scott(2)(3)(4) Chief Executive Officer of
Class II The Germany Fund, Inc.,
The New Germany Fund, Inc.
and The Central European Equity Fund,
Inc. (1992-1994). Director of European
Equity of Merrill Lynch, Pierce, Fenner
& Smith Incorporated (1989-1992).
Dr. Juergen F. 57 Director Chairman of the Board of Executive --
Strube Directors of BASF AG. Chairman
Class II and President of BASF Corporation
(1985-1988).
Robert H. 56 Director President of Robert H. Wadsworth 399
Wadsworth(2) & Associates, Inc. Director of The
Class II CountryBaskets Index Fund, Inc.
Dr. Rolf-Ernst 58 Chairman, Member of the Board of Managing 1,000
Breuer(2)(3)(4) President and Directors of Deutsche Bank AG.
Class I Director Member of the Board of Managing
Directors of Deutsche Bank North
America Holding Corp. Deputy Chairman
of the Supervisory Board of Durr
Beteiligungs AG. Deputy Chairman of the
Supervisory Board of Klockner Werke
AG. Member of the Supervisory Board
of Preussag AG. Chairman of the
Board of Directors of Euroclear
Clearance System Societe Cooperative.
Chairman of the Supervisory
Board of Deutsche Borse AG.
Chairman of the Supervisory
Board of DLW AG. Member of
the Supervisory Board of
Salamander AG. Member of the
Supervisory Board of Dyckerhoff
AG. Member of the Supervisory
Board of Compagnie de Saint
Gobain S.A.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations During Directly or Indirectly,
Name Age Position with Fund Past Five Years at May 6, 1996 (1)
---- --- ------------------ ---------------------------- ------------------
<S> <C> <C> <C>
Detlef 53 Director Partner of Sal. Oppenheim Jr. & Cie --
Bierbaum(3) KGaA. Member of the Supervisory
Class I Boards of Nanz Stiftung, ESCADA
Aktiengesellschaft, Klockner-
Humboldt-Deutz AG, Scor Deutschland
Ruckversicherungs- Actiengesellschaft,
Tertia Handelsbeteiligungsgesellschaft
mbH and Douglas AG.
Edward C. Schmults 65 Director Member of the Board of Directors of GP 396
Class I Financial Corp. Member of the Board of
Trustees of The Edna McConnell Clark
Foundation. Senior Vice President-
External Affairs and General Counsel
of GTE Corporation (1984-1994).
Deputy Attorney General of the United
States, Department of Justice (1981-1984).
Partner, White & Case (1965-1973 and
1977-1981).
</TABLE>
- ------------
(1) As of May 6, 1996, all Directors and officers as a group owned less than 1%
of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Macmillan-Scott, Strenger and Wadsworth and
Dr. Breuer each also serves as a Director of The New Germany Fund, Inc.,
one of the two other closed-end registered investment companies for which
DMG acts as manager.
(3) Indicates "interested" Director, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). Mr. Bierbaum is an "interested"
Director because of his affiliation with Sal. Oppenheim Jr. & Cie KGaA,
which is the parent company of a registered broker-dealer; Dr. Breuer is an
"interested" Director because of his affiliation with DBAM, the investment
adviser to the Fund, with Deutsche Bank North America Holding Corp. and
with Deutsche Bank AG ("Deutsche Bank"), of which DMG is an indirect
wholly-owned subsidiary; Mr. Bult is an "interested" Director because of
his affiliation with PaineWebber Incorporated, a registered broker-dealer;
Mr. Macmillan-Scott is an "interested" Director because of his affiliation
with DMG; and Mr. Strenger is an "interested" Director because of his
affiliation with DWS-Deutsche Gesellschaft fur Wertpapiersparen ("DWS"), a
majority-owned subsidiary of Deutsche Bank.
(4) Indicates that Messrs. Macmillan-Scott and Strenger and Dr. Breuer each own
shares of Deutsche Bank, of which DBAM and DMG are wholly-owned
subsidiaries. As of May 6, 1996, each such Director owned less than 1% of
the outstanding shares of Deutsche Bank.
Each Director also serves as a Director of The Central European Equity
Fund, Inc., one of the two other closed-end registered investment companies for
which DMG acts as manager.
The Board of Directors presently has an Audit Committee composed of Messrs.
Schmults, Wadsworth and Walbrol. The Audit Committee makes recommendations to
the full Board with respect to the engagement of independent accountants and
reviews with the independent 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 December
31, 1995. In addition, the Board has an Advisory Committee composed of Messrs.
Schmults, Wadsworth and Walbrol. The Advisory Committee makes recommendations to
the full Board with respect to the Management Agreement between the Fund and DMG
(formerly known as Deutsche Bank Securities Corporation) and the Investment
6
<PAGE>
Advisory Agreement between the Fund and DBAM. The Advisory Committee met once
during the past fiscal year. During the current fiscal year, the Board of
Directors established a Nominating Committee composed of Dr. Breuer and Messrs.
Wadsworth and Walbrol. The Nominating Committee makes recommendations to the
full Board with respect to the selection of candidates to fill vacancies on the
Board of Directors intended to be filled by persons not affiliated with DMG or
DBAM. The Nominating Committee will consider suggestions from stockholders
submitted in writing to the Secretary of the Fund.
During the past fiscal year, the Board of Directors had four regular
meetings and one special meeting, and each incumbent Director, with the
exception of Mr. Bierbaum, Dr. Strube and Mr. Wolff von Amerongen, attended at
least 75% of the aggregate number of regular and special meetings of the Board
and meetings of Board Committees on which that Director served. Each incumbent
Director, with the exception of Mr. Bierbaum, attended at least 75% of the
number of regular meetings of the Board.
The Fund pays each of its Directors who is not an interested person of the
Fund, the Investment Adviser or the Manager an annual fee of $7,500 plus $750
for each meeting attended. Each such Director who is also a Director of The
Central European Equity Fund, Inc. or The New Germany Fund, Inc. also receives
the same annual and per-meeting fees for services as a Director of each such
fund. Each of the Fund, The Central European Equity Fund, Inc. and The New
Germany Fund, Inc. reimburses the Directors who are not interested persons of
such fund, the Investment Adviser or the Manager for certain out-of-pocket
expenses, such as travel expenses, in connection with Board meetings. The
following table sets forth the aggregate compensation from the Fund and such
other two funds for the year ended December 31, 1995, for each Director who is
not an employee of Deutsche Bank, DWS, DMG or DBAM, and for all such Directors
as a group:
<TABLE>
<CAPTION>
Total Compensation From Fund,
Aggregate Compensation The New Germany Fund, Inc. and
Name of Director From Fund The Central European Equity Fund, Inc.
---------------- ---------------------- --------------------------------------
<S> <C> <C>
Otto Wolff von Amerongen $ 9,750 $ 19,500
Edward C. Schmults $10,500 $ 22,500
Werner Walbrol $13,500 $ 28,500
Robert H. Wadsworth $13,500 $ 42,000
Dr. Juergen F. Strube $ 9,750 $ 19,500
Prof. Dr. Claus Kohler $10,500 $ 21,000
------- ---------
Total $67,500 $153,000
======= =========
</TABLE>
No compensation is paid by the Fund to Directors or officers who are
employees of Deutsche Bank, DWS, DMG or DBAM.
The officers of the Fund other than as shown above are:
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
----- ---- ----------------- -----------------------------------------
<S> <C> <C>
G. Richard Stamberger 49 Chief Executive Officer Managing Director of DMG (since 1993).
and Executive President, Deutsche Asset Management
Vice President North America Inc. (since 1995).
Managing Director of C.J. Lawrence, Inc.
(1990-1993). Managing Director of Prudential
Equity Management Associates at the Prudential
Insurance Company of America (1984-1989).
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
----- ---- ----------------- -----------------------------------------
<S> <C> <C>
Robert R. Gambee 53 Vice President, Secretary Director of DMG (since 1992). First Vice
and Treasurer President of DMG (1987-1991).
Joseph Cheung 37 Assistant Secretary and Vice President (since 1996), Assistant
Assistant Treasurer Vice President (1994-1996) and
Associate (1991-1994) of DMG.
Vice President and Treasurer of The
CountryBaskets Index Fund, Inc.
(since 1996).
</TABLE>
The officers of the Fund are elected annually by the Board of Directors at
their meeting following the Annual Meeting of Stockholders.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 1.
---
REQUIRED VOTE. The affirmative vote of the holders of a plurality of the
shares represented at the Meeting is required for the election of each Director.
PROPOSAL 2: SELECTION OF INDEPENDENT ACCOUNTANTS
A majority of members of the Board of Directors, including a majority of
the members of the Board of Directors who are not "interested" Directors (as
defined in the 1940 Act) of the Fund, have selected Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1996. The ratification of the selection of independent accountants is to be
voted upon at the Meeting and it is intended that the persons named in the
accompanying Proxy will vote for Price Waterhouse LLP. A representative of Price
Waterhouse LLP will be present at the Meeting and will have the opportunity to
make a statement and is expected to be available to answer appropriate questions
concerning the Fund's financial statements.
THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL 2.
---
REQUIRED VOTE. The affirmative vote of the holders of a majority of the
shares represented at the Meeting is required for the ratification of the
selection by the Board of Directors of Price Waterhouse LLP as independent
accountants for the fiscal year ending December 31, 1996.
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of the Investment Adviser is located at Bockenheimer
Landstrasse 42, 60323 Frankfurt am Main, Federal Republic of Germany. The
corporate office of the Manager is located at 31 West 52nd Street, New York, New
York 10019.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 6, 1996, no person, to the knowledge of management, owned of
record or beneficially more than 5% of the outstanding Common Stock of the Fund.
8
<PAGE>
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 stockholders 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.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual Meeting
of Stockholders in 1997 must be received by the Fund on or before January 10,
1997, in order to be included in the Fund's proxy statement and form of proxy
relating to that meeting.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection with
this solicitation will be borne by the Fund. In addition to the use of mails,
proxies may be solicited personally by regular employees of the Fund or the
Manager or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation materials to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection. The Fund has also made arrangements with Morrow & Co., Inc. to
assist in the solicitation of proxies, if called upon by the Fund, at an
estimated fee of $7,500 plus reimbursement of normal expenses.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 1995 to any stockholder upon request. Such
requests should be directed by mail to The Germany Fund, Inc., 31 West 52nd
Street, New York, New York 10019 or by telephone to 1-800-GERMANY.
Robert R. Gambee
Secretary
Dated: May 10, 1996
STOCKHOLDERS 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 TO THE FUND.
9
<PAGE>
Attachment A
PROXY
THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert R. Gambee and Joseph Cheung as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated below, all the shares of common stock of
The Germany Fund, Inc. (the "Fund") held of record by the undersigned on May 6,
1996 at an Annual Meeting of Stockholders to be held on June 20, 1996 or any
adjournment thereof.
1.ELECTION OF DIRECTORS. [ ] FOR all nominees [ ] WITHHOLDING AUTHORITY
listed below to vote for all
(except as marked nominees listed below
to the contrary below)
(Instruction: To withhold authority for any individual nominee strike a line
through the nominee's name in the list below.)
CLASS III
(to serve until the 1999 Annual Meeting of Stockholders)
Prof. Dr. Claus Kohler
Christian H. Strenger
Werner Walbrol
Otto Wolff von Amerongen
2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1996.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
3. TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY COME BEFORE THE
MEETING OR ANY ADJOURNMENT THEREOF.
<PAGE>
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy will
be voted FOR Proposals 1 and 2.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please provide the full name
of the corporation and the signature of the authorized officer signing on its
behalf.
-------------------------------------
Name (please print)
-------------------------------------
Name of Corporation (if applicable)
(By)______________(Date)______ 1996
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
