SCHEDULE 14A
(Rule 14a-101)
INFORMATION INCLUDED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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 Rule 14a-11(c) or Rule 14a-12
The Germany 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.:
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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 30, 1998
--------------------
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 30, 1998 at the offices of Deutsche Bank Securities Inc. (formerly 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, 1998.
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Only holders of record of Common Stock at the close of business on May 25,
1998 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
Chief Operating Officer
and Secretary
Dated: May 26, 1998
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 30, 1998
--------------------
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 30, 1998 at the offices of Deutsche Bank Securities 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 25, 1998 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 13,234,057 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 26, 1998.
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, 1998, for ratification by the stockholders at the Meeting (Proposal
2).
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 II expires at the 1998 annual meeting, Class III
at the next succeeding annual meeting and Class I at the following succeeding
annual meeting. Three Class II nominees are proposed in this Proxy Statement for
election. In addition, one Class I nominee, elected by the Board of Directors at
its April 30, 1998 meeting, is also 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 Mr. Dobson, who were elected to the Board on May 10, 1991,
February 3, 1997 and April 30, 1998, respectively.
The following Directors have been nominated for election at the 1998
Annual Meeting:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at May 25, 1998(1)
---- --- ------------------ ---------------------- ------------------
<S> <C> <C> <C> <C>
John A. Bult(2)(3) 61 Director Chairman of PaineWebber 1,655
Class II International, Director of
PaineWebber Group, Inc., Director
of The France Growth Fund, Inc.
and The Greater China Fund, Inc.
Dr. Juergen F. Strube 59 Director Chairman of the Board of --
Class II Executive Directors of BASF AG.
Chairman and President of
BASF Corporation (1985-1988).
Robert H. 58 Director President of The Wadsworth Group, 533
Wadsworth(2)(5) First Fund Distributors, Inc. and
Class II Guinness Flight Investment Funds,
Inc. Vice President of Professionally
Managed Portfolios and Advisors
Series Trust.
</TABLE>
2
<PAGE>
<TABLE>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at May 25, 1998(1)
---- --- ------------------ ---------------------- ------------------
<S> <C> <C> <C> <C>
Michael W.R. 46 Chairman and Member of the Board of Managing --
Dobson(2)(3) Director Directors of Deutsche Bank AG,
Class I Chairman of Deutsche Group Plc,
Deutsche Bank de Bary N.V.,
Deutsche Fonds Holding
GmbH, Deutsche Gesellschaft
fur Fondverwaltung mbH, DWS
Deutsche Gesellschaft fur
Wertpapiersparen mbH,
Morgan Grenfell Asset
Management Ltd, Morgan
Grenfell Capital Ltd.,
Morgan Grenfell Development
Capital Holdings Ltd.,
Morgan Grenfell Strategic
Investments Ltd. and
Phoenix Travel Ltd.
Director of Anglo &
Overseas Trust, Deutsche
Asset Management GmbH and
Morgan Grenfell Investments
Holdings Ltd.
The following are Directors whose terms continue:
Hans G. Storr 66 Director President, Storr Investments. Chief 4,410
Class I Financial Officer 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. Schmults(5) 67 Director Member of the Board of Directors 534
Class I of Green Point Financial Corp.
Chairman 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 U.S.,
Department of Justice (1981-1984).
Partner, White & Case (1965-1973
and 1977-1981).
</TABLE>
3
<PAGE>
<TABLE>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at May 25, 1998(1)
---- --- ------------------ ---------------------- ------------------
<S> <C> <C> <C> <C>
Detlef Bierbaum(3) 55 Director Partner of Sal. Oppenheim Jr. & --
Class I Cie KGaA. Member of the Supervisory
Boards of Nanz Stiftung, ESCADA
Aktiengesellschaft, Deutz AG, Scor
Deutschland Ruckversicherungs-
Actiengesellschaft, Tertia
Handels-beteiligungsgesellschaft
mbH and Douglas AG.
Prof. Dr. Claus Kohler 70 Director Member of the Administrative --
Class III Board of Bundesanstalt fur
Vereinigungsbedingte 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. 54 Director Managing Director of DWS- --
Strenger(2)(3)(4)(5) Deutsche Gesellschaft fur
Class III Wertpapiersparen mbH (since
1991). Chairman of Deutsche Fund
Management, Inc. (since 1997).
Managing Director of Deutsche
Bank Securities Corporation
(1986-1991).
</TABLE>
4
<PAGE>
<TABLE>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at May 25, 1998(1)
---- --- ------------------ ---------------------- ------------------
<S> <C> <C> <C> <C>
Werner Walbrol(5) 59 Director President and Chief Executive 200
Class III Officer of the German American
Chamber of Commerce, Inc. and the
European 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 79 Director Chairman of the Board of Otto 1,525
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
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 25, 1998, all Directors and officers as a group owned less than
1% of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Dobson, Strenger and Wadsworth each also
serve as a Director of The New Germany Fund, Inc., one of the two other
closed-end registered investment companies for which Deutsche Bank
Securities Inc. acts as manager.
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; Mr. Dobson is
an "interested" Director because of his affiliation with Deutsche Bank AG
("Deutsche Bank"), of which Deutsche Bank Securities Inc. 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 Mr. Strenger owns shares of Deutsche Bank, of which
Deutsche Asset Management GmbH ("DBAM") and Deutsche Bank Securities Inc.
are wholly-owned subsidiaries. As of May 25, 1998, Mr. Strenger owned less
than 1% of the outstanding shares of Deutsche Bank.
(5) Indicates that Messrs. Schmults, Strenger, Wadsworth and Walbrol each also
serves as a Trustee of Deutsche Portfolios, an open-end registered
investment company for which Deutsche Bank Securities Inc. acts as
sub-adviser of two portfolios and an affiliate of Deutsche Bank Securities
Inc. acts as investment manager.
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 Deutsche Bank Securities Inc. 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 five times during the fiscal year
ended December 31, 1997. 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 Deutsche Bank Securities Inc. 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 Messrs.
Dobson, 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
Deutsche Bank Securities Inc. 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 Mr. Wolff,
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, together with Deutsche Portfolios, an open-end
investment company, 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, 1997, and from
the Fund and such other two funds for the year ended December 31, 1997, for each
Director who is not an interested person of the Fund, and for all such Directors
as a group:
6
<PAGE>
Aggregate Compensation Total Compensation From
Name of Director From Fund Fund Complex
--------------- ---------------------- ----------------------
Otto Wolff von Amerongen $ 9,000 $ 18,000
Prof. Dr. Claus Kohler 10,500 21,000
Edward C. Schmults 14,250 28,500
Hans G. Storr 12,750 25,500
Dr. Juergen F. Strube 9,750 19,500
Robert H. Wadsworth 16,500 48,750
Werner Walbrol 15,750 31,500
------- --------
Total $88,500 $192,750
======= ========
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 Past Five Years
----- --- ------------------ --------------------------------------------
<S> <C> <C>
Kenneth J. Tarr 53 President and Chief Executive Vice President, Deutsche Bank
Executive Officer AG, New York Branch. Chairman,
Deutsche Bank Trust Co. and Deutsche
Morgan Grenfell Investment
Management, Inc. (since 1997).
Principal, Weiss, Peck & Greer, LLC.
(1994-1997).
Robert R. Gambee 55 Chief Operating Officer Director of Deutsche Bank Securities Inc.
and Secretary (since 1992). First Vice President of
Deutsche Morgan Grenfell Inc. (1987-1991).
Secretary of Deutsche Funds, Inc. (since 1997).
Joseph Cheung 39 Chief Financial Officer Vice President (since 1996), Assistant Vice
and Treasurer President (1994-1996) and Associate
(1991-1994) of Deutsche Bank Securities
Inc. Treasurer of Deutsche Funds, Inc.
(since 1997).
Laura Weber 26 Assistant Secretary and Associate of Deutsche Bank Securities Inc.
Assistant Treasurer (since 1997). Assistant Treasurer of
Deutsche Funds, Inc. (since 1997).
Manager of Raymond James Financial
(1996-1997). Portfolio Accountant of
Oppenheimer Capital (1995-1996). Supervisor
(1994-1995) and Mutual Fund Accountant
(1993-1994) of Alliance Capital Management.
</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.
---
7
<PAGE>
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,
1998. 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 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, 1998.
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of the Investment Adviser is located at Mainzer
Landstrasse 16, 60325 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 25, 1998, 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 1999 must be received by the Fund on or before
January 25, 1999, 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, 1997 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
Chief Operating Officer
and Secretary
Dated: May 26, 1998
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 25,
1998 at an Annual Meeting of Stockholders to be held on June 30, 1998 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 II CLASS I
(to serve until the 2001 Annual (to serve until the 2000 Annual
Meeting of Stockholders) Meeting of Stockholders)
John A.Bult Michael W. R. Dobson
Dr. Juergen F. Strube
Robert H. Wadsworth
2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP
AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY 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 Proposal 1 and to APPROVE Proposal 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)______ 1998
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
