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] 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.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 20, 1997
--------------------
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, 1997 at the offices of Deutsche Morgan Grenfell Inc., 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,
1997.
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 5,
1997 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
If you have any questions or need further information, please contact
Morrow & Co., Inc., the Fund's proxy solicitors, at 909 Third Avenue, New York,
New York 10022, or 1-800-662-5200.
Robert R. Gambee
Secretary
Dated: May 9, 1997
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.
<PAGE>
THE GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
Annual Meeting of Stockholders
June 20, 1997
--------------------
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, 1997 at the offices of Deutsche Morgan Grenfell Inc.,
31 West 52nd Street, 5th Floor, New York, New York. 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 5, 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 14,657,662 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 9, 1997.
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 to the Fund for the fiscal year ending
December 31, 1997, for ratification by the stockholders at the Meeting (Proposal
2). The election of Directors (Proposal 1) requires the affirmative vote of a
plurality of the shares represented at the Meeting. Ratification of the
selection of Price Waterhouse LLP (Proposal 2) requires the affirmative vote of
a simple 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 shares represented by broker non-votes or proxies marked with an abstention
will be considered to be present at the Meeting for purposes of determining the
existence of a quorum for the transaction of business. Because of the nature of
the business to be acted on at the meeting, the Fund does not anticipate
receiving any broker "non-votes".
<PAGE>
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 I expires at the 1997 annual meeting, Class II at
the next succeeding annual meeting and Class III at the following succeeding
annual meeting. Four Class I nominees are proposed in this Proxy Statement for
election.
Should any vacancy occur on the Board of Directors for reasons other than
an increase in the number of Directors, the remaining Directors, though less
than a quorum, would be able to fill such vacancy by the vote of a majority of
their number, as at present. Should any vacancy occur on the Board of Directors
as a result of an increase in the number of Directors, a majority of the entire
Board of Directors would be able to fill such vacancy. Any Director elected by
the Board to fill a vacancy would hold office until the next annual meeting of
shareholders. 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.
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, Mr. Storr and Dr. Schmitz, who were elected to the Board on May 10,
1991, February 3, 1997 and April 18, 1997, respectively.
The following Directors have been nominated for election at the 1997 Annual
Meeting:
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly or
Position with Principal Occupations During Indirectly,
Name Age Fund Past Five Years at May 5, 1997(1)
------ ----- ------------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
Dr. Ronaldo H. 58 Chairman, Member of the Board of Managing Directors of --
Schmitz(2)(3)(4) President and Deutsche Bank AG, Chairman of the Boards of
Class I Director Managing Directors of Deutsche Bank North
America Holding Corp. and Deutsche Morgan
Grenfell Inc. Chairman of the Supervisory Boards
of Metallgesellschaft AG and Tohibo Holding AG.
Member of the Supervisory Boards of Bertelsmann
AG, Deutsche Beteiligungs AG, Glaxo Wellcome
plc, Rohm & Haas Company, Deutsche
Pfandbrief- und Hypothekenbank AG (through
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly or
Position with Principal Occupations During Indirectly,
Name Age Fund Past Five Years at May 5, 1997(1)
------ ----- ------------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
1996), Goedecke AG (through 1995), Gruner &
Jahr AG (through 1995), Kaufhof Holding AG
(through 1996) and Villeroy & Boch AG (through
1995).
Hans G. Storr 65 Director President, Storr Investments. Chief Financial Officer 3,650
Class I of Philip Morris Companies, Inc. (1979-1996),
Member of the Board of Directors of Philip Morris
Companies, Inc. (1982-1996), Chairman and Chief
Executive Officer of Philip Morris Capital
Corporation (1982-1996).
Edward C. 66 Director Member of the Board of Directors of Green Point 396
Schmults Financial Corp. Member of the Board of Trustees
Class I of The Edna McConnell Clark Foundation. Senior
Vice President-External Affairs and General
Counsel of GTE Corporation (1984-1994). Deputy
Attorney General of the U.S., Department of
Justice (1981-1984). Partner, White & Case (1965-
1973 and 1977-1981).
Detlef Bierbaum(3) 54 Director Partner of Sal. Oppenheim Jr. & Cie KGaA. Member --
Class I of the Supervisory Boards of Nanz Stiftung,
ESCADA Aktiengesellschaft, Deutz AG, Scor Deutschland
Ruckversicherungs-Actiengesellschaft, Tertia
Handelsbeteiligungsgesellschaft mbH and
Douglas AG.
</TABLE>
3
<PAGE>
The following are Directors whose terms continue:
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly or
Position with Principal Occupations During Indirectly,
Name Age Fund Past Five Years at May 5, 1997(1)
------ ----- ------------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
John A. Bult(2)(3) 60 Director Chairman of PaineWebber International, Director of 1,233
Class II PaineWebber Group, Inc., Director of The France
Growth Fund, Inc. and The Greater China Fund,
Inc.
Dr. Juergen F. 58 Director Chairman of the Board of Executive Directors of --
Strube BASF AG. Chairman and President of BASF
Class II Corporation (1985-1988).
Robert H. 57 Director President of Robert H. Wadsworth & Associates, 399
Wadsworth(2) Inc.
Class II
Prof. Dr. Claus 69 Director Member of the Administrative Board of --
Kohler Bundesanstalt fur Vereinigungsbedingte
Class III Sonderaufgaben (1995-1996). 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. 53 Director Managing Director of DWS-Deutsche Gesellschaft --
Strenger(2)(3)(4) fur Wertpapiersparen mbH (since 1991).
Class III Managing Director of Deutsche Bank Securities
Corporation, predecessor of DMG (1986-1991).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly or
Position with Principal Occupations During Indirectly,
Name Age Fund Past Five Years at May 5, 1997(1)
------ ----- ------------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
Werner Walbrol(2) 58 Director President and Chief Executive Officer of the German 200
Class III American Chamber of Commerce, Inc. Member of
the United States German Youth Exchange
Council. Director of TUV Rheinland of North
America, Inc. and DB New World Fund, Limited
and LDC. President and Director of German
American Partnership Program.
Otto Wolff von 78 Director Chairman of the Board of Otto Wolff 1,263
Amerongen Industrieberatung & Beteiligungen GmbH
Class III (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 Supervisory 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>
- ----------
(1) As of May 5, 1997, all Directors and officers as a group owned less than 1%
of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Strenger, Wadsworth and Dr. Schmitz each also
serve 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.
Mr. Walbrol serves as a Director of DB New World Fund, Limited and LDC,
Cayman Island-based investment funds managed by Deutsche Bank AG, New York
Branch.
5
<PAGE>
(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. Schmitz is
an "interested" Director because of his affiliation 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; 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 Dr. Schmitz and Mr. Strenger each own shares of Deutsche
Bank, of which DBAM and DMG are wholly-owned subsidiaries. As of May 5,
1997, 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 four times during the fiscal year ended
December 31, 1996. 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 and the Investment Advisory Agreement between the Fund
and DBAM. The Advisory Committee met once during the past fiscal year. The Board
has a Nominating Committee composed of Dr. Schmitz 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. The Nominating Committee met once during
the past fiscal year.
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 Dr. Strube and Mr. Wolff, attended at least 75% of the aggregate
number of meetings of the Board and meetings of Board Committees on which that
Director served. Each incumbent Director, with the exception of Dr. Strube,
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 New
Germany Fund, Inc. or The Central European Equity 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 New Germany Fund, Inc. and The Central European Equity
Fund, Inc. (which three funds represent the entire Fund Complex advised by the
Manager and the Investment Adviser within the meaning of the applicable rules
and regulations of the Securities and Exchange Commission) reimburses the
Directors (except for those employed by the Deutsche Bank group) for travel
expenses in connection with Board meetings. The following table sets forth the
aggregate compensation from the Fund for the fiscal year ended December 31,
1996, and from the Fund and such other two funds for the year ended December 31,
1996, for each Director who is not an interested person of the Fund, and for all
such Directors as a group:
6
<PAGE>
Aggregate Total Compensation From the Fund,
Compensation The New Germany Fund, Inc. and The
Name of Director from Fund Central European Equity Fund, Inc.
---------------- ------------- ----------------------------------
Otto Wolff von Amerongen $ 9,750 $ 19,500
Prof. Dr. Claus Kohler $ 10,500 $ 21,000
Edward C. Schmults $ 15,750 $ 30,750
Dr. Juergen F. Strube $ 8,250 $ 16,500
Robert H. Wadsworth $ 16,500 $ 48,000
Werner Walbrol $ 16,500 $ 32,250
--------- ---------
Total $ 77,250 $ 168,000
========= =========
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund.
The officers of the Fund other than as shown above are:
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During
---- -------- ------------------------- ---------------------------------------------
<S> <C> <C> <C>
G. Richard Stamberger 50 Chief Executive Officer Managing Director of DMG (since 1993).
and Executive Vice President, Deutsche Asset Management
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 Co. of America
(1984-1989).
Robert R. Gambee 54 Vice President, Director of DMG (since 1992). First Vice
Secretary and President of DMG (1987-1991).
Treasurer
Joseph Cheung 38 Assistant Secretary and Vice President (since 1996), Assistant Vice
Assistant Treasurer President (1994-1996) and Associate
(1991-1994) of DMG.
</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,
1997. The ratification of the selection of independent accountants is to be
voted upon at the Meeting and it is intended
7
<PAGE>
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, 1997.
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 5, 1997, no person, to the knowledge of management, owned of
record or beneficially more than 5% of the outstanding Common Stock of the Fund.
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 1998 must be received by the Fund on or before January 9,
1998, 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.
8
<PAGE>
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 1996 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 1-800-437- 6269.
Robert R. Gambee
Secretary
Dated: May 9, 1997
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>
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 5,
1997 at an Annual Meeting of Stockholders to be held on June 20, 1997 or any
adjournment thereof.
1. ELECTION OF DIRECTORS. [ ] FOR all nominees [ ] WITHHOLDING
listed below AUTHORITY
(except as marked to vote for all
to the contrary below) nominees listed
below
(Instruction: To withhold authority for any individual nominee strike a line
through the nominee's name in the list below.)
CLASS I
(to serve until the 2000 Annual Meeting of Stockholders)
Dr. Ronaldo H. Schmitz
Hans G. Storr
Edward C. Schmults
Detlef Bierbaum
2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31,
1997.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
3. TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY COME BEFORE THE
MEETING OR ANY ADJOURNMENT
<PAGE>
THEREOF.
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)______ 1997
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
