<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 26, 1996
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 (AMENDMENT NO. )
Filed by the registrant /X/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/X/ Definitive proxy statement
/X/ Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
MuniInsured Fund, Inc.
P.O. Box 9011
Princeton, New Jersey 08543-9011
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
MuniInsured 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 0-11:1
- --------------------------------------------------------------------------------
(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:
- --------------------------------------------------------------------------------
Notes:
- ---------------
1Set forth the amount on which the filing fee is calculated and state how it was
determined.
<PAGE> 2
MUNIINSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------
NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996
------------------
TO THE STOCKHOLDERS OF MUNIINSURED FUND, INC.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
"Meeting") of MuniInsured Fund, Inc. (the "Fund") will be held at the offices of
Merrill Lynch Asset Management, 800 Scudders Mill Road, Plainsboro, New Jersey,
on Thursday, May 16, 1996 at 9:30 A.M. for the following purposes:
(1) To elect two Directors to serve until the 1999 Annual Meeting of
Stockholders;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 18, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after May 2, 1996, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. You are cordially invited to attend the Meeting.
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO
COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE
ENVELOPE PROVIDED FOR THIS PURPOSE. The enclosed proxy is being solicited on
behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Plainsboro, New Jersey
Dated: March 29, 1996
<PAGE> 3
PROXY STATEMENT
------------------------
MUNIINSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1996 ANNUAL MEETING OF STOCKHOLDERS
MAY 16, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of MuniInsured Fund, Inc., a
Maryland corporation (the "Fund"), to be voted at the 1996 Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of Merrill
Lynch Asset Management ("MLAM"), 800 Scudders Mill Road, Plainsboro, New Jersey,
on Thursday, May 16, 1996 at 9:30 A.M. The approximate mailing date of this
Proxy Statement is March 29, 1996.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon, or otherwise
as provided therein. Unless instructions to the contrary are marked, proxies
will be voted for the election of two Directors to serve until the 1999 Annual
Meeting of Stockholders and for the ratification of the selection of independent
auditors to serve for the Fund's current fiscal year. Any proxy may be revoked
at any time prior to the exercise thereof by giving written notice to the
Secretary of the Fund.
The Board of Directors has fixed the close of business on March 18, 1996 as
the record date for the determination of stockholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of March 18, 1996, the Fund had outstanding
8,079,388 shares of common stock, par value $.10 per share. To the knowledge of
the Fund, no person is the beneficial owner of more than five percent of its
outstanding shares.
Approval of Items 1 and 2 will require the affirmative vote of a majority
of votes cast by the Fund's stockholders, voting in person or by proxy, at a
meeting in which a quorum is present and duly constituted. The Board of
Directors of the Fund knows of no business other than that mentioned in Items 1
and 2 of the Notice of Meeting which will be presented for consideration at the
Meeting. If any other matter is properly presented, it is the intention of the
persons named in the enclosed proxy to vote in accordance with their best
judgment.
<PAGE> 4
ELECTION OF DIRECTORS
Pursuant to the Articles of Incorporation of the Fund, the Board of
Directors is divided into three classes, designated Class I, Class II and Class
III. Each class has a term of office of three years, and each year the term of
office of one class will expire. A Director elected by stockholders will serve
until the Annual Meeting of Stockholders for the year in which his term expires
and until his successor is elected and qualified.
It is the intention of the persons named in the enclosed proxy to nominate
and vote in favor of the election of Joe Grills and Walter Mintz, Directors
whose current terms expire at the Meeting. The Board of Directors of the Fund
knows of no reason why these nominees will be unable to serve, but in the event
of any such unavailability, the proxies received will be voted for such
substitute nominees as the Board of Directors may recommend.
Certain information concerning the nominees and the continuing Directors is
set forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATION DURING PAST BENEFICIALLY
FIVE YEARS AND PUBLIC DIRECTOR OWNED AT
NAME AND ADDRESS AGE DIRECTORSHIP(1) SINCE MARCH 18, 1996
- -------------------------------- ---- --------------------------------- --------- ---------------
<S> <C> <C>
Class I Nominees to serve until the 1999 Annual Meeting of Stockholders:
Joe Grills(1)(2)................ 61 Member of the Committee of 1994 0
183 Soundview Lane Investment of Employee Benefit
New Canaan, Connecticut 06840 Assets of the Financial
Executives Institute ("CIEBA")
since 1986; member of CIEBA's
Executive Committee since 1988
and its Chairman from 1991 to
1992; Assistant Treasurer of
International Business Machines
Incorporated ("IBM") and Chief
Investment Officer of IBM
Retirement Funds from 1986 until
1993; Member of the Investment
Advisory Committee of the State
of New York Common Retirement
Fund; Director, Duke Management
Company and LaSalle Street Fund.
Walter Mintz(1)(2).............. 67 Special Limited Partner of 1987 0
1114 Avenue of the Americas Cumberland Partners (investment
New York, New York 10036 partnership) since 1982.
Class II Directors serving until the 1997 Annual Meeting of Stockholders:
Melvin R. Seiden(1)(2).......... 65 President of Silbanc Properties, 1987 0
780 Third Avenue Ltd. (real estate, investments
Suite 2502 and consulting) since 1987.
New York, New York 10017
Stephen B. Swensrud(1)(2)....... 62 Principal of Fernwood Associates 1987 0
24 Federal Street, Suite 400 (financial consultants).
Boston, Massachusetts 02110
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
PRINCIPAL OCCUPATION DURING PAST BENEFICIALLY
FIVE YEARS AND PUBLIC DIRECTOR OWNED AT
NAME AND ADDRESS AGE DIRECTORSHIP(1) SINCE MARCH 18, 1996
- -------------------------------- ---- --------------------------------- --------- ---------------
Class III Directors serving until the 1998 Annual Meeting of Stockholders:
<S> <C> <C> <C>
Robert S. Salomon, 59 Principal of STI Management 1996 0
Jr.(1)(2)(3).................. (investment adviser); Chairman
106 Dolphin Cove Quay and CEO of Salomon Brothers Asset
Stamford, Connecticut 06902 Management Inc from 1992 to 1995;
Chairman of Salomon Brothers
equity mutual funds from 1992 to
1995; Director of Stock Research
and U.S. Equity Strategist at
Salomon Brothers Inc from 1975 to
1991; Director, Common Fund and
the Norwalk Community Technical
College Foundation.
Arthur Zeikel(1)(4)............. 63 President of Fund Asset 1987 0
P.O. Box 9011 Management, L.P. ("FAM") (which
Princeton, New Jersey term as used hereunder includes
08543-9011 its corporate predecessor) since
1977; President of Merrill Lynch
Asset Management, L.P. ("MLAM")
(which term as used hereunder
includes its corporate
predecessors) since 1977;
President and Director of
Princeton Services, Inc.
("Princeton Services") since
1993; Executive Vice President of
Merrill Lynch & Co., Inc.
("ML&Co.") since 1990; Executive
Vice President of Merrill Lynch,
Pierce, Fenner & Smith
Incorporated ("Merrill Lynch")
from 1990 to 1995 and a Senior
Vice President thereof from 1985
to 1990; Director of Merrill
Lynch Funds Distributor, Inc.
("MLFD").
</TABLE>
- ---------------
(1) Each of the nominees and continuing directors is a director, trustee or
member of an advisory board of certain other investment companies for which
FAM or MLAM acts as investment advisor. See "Merrill Lynch Investment
Company Directorships" below.
(2) Member of Audit Committee of the Board of Directors.
(3) On January 17, 1996, Robert S. Salomon, Jr. was elected a Director of the
Fund to fill the vacancy created by the retirement of Harry Woolf, who
retired as a Director, effective December 31, 1995, pursuant to the Fund's
retirement policy.
(4) Interested person, as defined in the Investment Company Act of 1940 (the
"Investment Company Act"), of the Fund.
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of the
annual audit conducted by the Fund's independent auditors and the evaluation by
such auditors of the accounting procedures followed by the Fund. The
non-interested Directors have retained independent legal counsel to assist them
in connection with these duties. The Board of Directors does not have a
nominating committee.
3
<PAGE> 6
During the fiscal year ended September 30, 1995, the Board of Directors
held four meetings and the Audit Committee held four meetings. Each of the
Directors then in office attended at least 75% of the total number of meetings
of the Board of Directors and, if a member, at least 75% of the total number of
meetings of the Audit Committee held during such period.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Fund's officers, directors and persons who own
more than 10% of a registered class of the Fund's equity securities, to file
reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission ("SEC") and the American Stock Exchange.
Officers, directors and greater than 10% stockholders are required by SEC
regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they file.
Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than 10%
beneficial owners and other persons subject to Section 16 of the Exchange Act
because of the requirements of Section 30 of the Investment Company Act, i.e.,
any advisory board member, investment adviser or affiliated person of the Fund's
investment adviser, have complied with all filing requirements applicable to
them with respect to transactions during the Fund's most recent fiscal year.
Interested Persons. The Fund considers Mr. Zeikel to be an "interested
person" of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act because of the position he holds with FAM and its affiliates. Mr.
Zeikel is the President of the Fund and the President of FAM and MLAM.
Compensation of Directors and Officers. FAM, the Fund's investment
adviser, pays compensation of all officers of the Fund and all Directors of the
Fund who are affiliated with ML&Co. or its subsidiaries. The Fund pays each
Director not affiliated with the investment adviser a fee of $1,500 per year
plus $250 per meeting attended, together with such Director's actual
out-of-pocket expenses relating to attendance at meetings. The Fund also pays
each member of its Audit Committee a fee of $1,500 per year plus $250 per
meeting attended, together with such Director's out-of-pocket expenses relating
to attendance at meetings. These fees and expenses aggregated $25,335 for the
fiscal year ended September 30, 1995.
The following table sets forth for the fiscal year ended September 30, 1995
compensation paid by the Fund to the non-affiliated Directors and, for the
calendar year ending December 31, 1995, the aggregate
4
<PAGE> 7
compensation paid by all investment companies advised by FAM and its affiliate,
MLAM ("FAM/MLAM Advised Funds"), to the non-affiliated Directors.
<TABLE>
<CAPTION>
AGGREGATE
COMPENSATION
PENSION OR FROM FUND AND
RETIREMENT BENEFITS FAM/MLAM ADVISED
COMPENSATION ACCRUED AS PART FUNDS PAID TO
NAME OF DIRECTOR FROM FUND OF FUND EXPENSES DIRECTORS
- ---------------------------------------------- ------------ ------------------- ----------------
<S> <C> <C> <C>
Joe Grills(1)................................. $5,000 None $153,883
Walter Mintz(1)............................... $5,000 None $153,883
Melvin R. Seiden(1)........................... $5,000 None $153,883
Stephen B. Swensrud(1)........................ $5,000 None $153,883
Harry Woolf(1)................................ $5,000 None $153,883
</TABLE>
- ---------------
(1) In addition to the Fund, the Directors serve on the boards of other FAM/MLAM
Advised Funds as follows: Mr. Grills (36 funds and portfolios); Mr. Mintz
(36 funds and portfolios); Mr. Seiden (36 funds and portfolios); Mr.
Swensrud (46 funds and portfolios); and Mr. Woolf, prior to his retirement,
effective December 31, 1995, pursuant to the Fund's retirement policy (36
funds and portfolios).
Officers of the Fund. The Board of Directors has elected six officers of
the Fund. The following table sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION AGE OFFICE SINCE
- ------------------------------------------------------- ---- ------------------------- --------
<S> <C> <C> <C>
Arthur Zeikel.......................................... 63 President 1987
President of FAM since 1977; President of MLAM since
1977; President and Director of Princeton Services
since 1993; Executive Vice President of ML&Co. since
1990; Executive Vice President of Merrill Lynch from
1990 to 1995 and a Senior Vice President thereof from
1985 to 1990; Director of MLFD.
Terry K. Glenn......................................... 55 Executive Vice President 1987
Executive Vice President of FAM and MLAM since 1983;
Executive Vice President and Director of Princeton
Services since 1993; President of MLFD since 1986 and
Director thereof since 1991; President of Princeton
Administrators, L.P. since 1988.
Vincent R. Giordano.................................... 51 Vice President 1987
Senior Vice President of FAM and MLAM since 1984.
Donald C. Burke........................................ 35 Vice President 1993
Vice President and Director of Taxation of MLAM since
1990; Employee of Deloitte & Touche LLP from 1982 to
1990.
</TABLE>
5
<PAGE> 8
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION AGE OFFICE SINCE
- ------------------------------------------------------- ---- ------------------------- --------
<S> <C> <C> <C>
Gerald M. Richard...................................... 46 Treasurer 1987
Senior Vice President and Treasurer of FAM and MLAM
since 1984; Senior Vice President and Treasurer of
Princeton Services since 1993; Vice President of MLFD
since 1981 and Treasurer thereof since 1984.
Mark B. Goldfus........................................ 49 Secretary 1987
Vice President of FAM and MLAM since 1985.
</TABLE>
Stock Ownership. At March 18, 1996, the Directors and officers of the Fund
as a group (eleven persons) owned an aggregate of less than 1/4 of 1% of the
common stock of the Fund outstanding at such date. At such date, Mr. Zeikel, a
Director of the Fund and the other officers of the Fund owned an aggregate of
less than 1% of the outstanding shares of common stock of ML&Co.
SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ("D&T"), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of D&T in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for substantially all of the other investment companies for
which FAM or MLAM acts as investment adviser. The fees received by D&T from
these other entities are substantially greater, in the aggregate, than the total
fees received by it from the Fund. The Board of Directors of the Fund considered
the fact that D&T has been retained as the independent auditors for ML&Co. and
the other entities described above in its evaluation of the independence of D&T
with respect to the Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of the Fund entitled to vote at the Meeting, present in person or by
proxy), supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund. It is anticipated that the cost of
such supplementary solicitation, if any, will be nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the
6
<PAGE> 9
shares will be voted "FOR" the two Director nominees and "FOR" the ratification
of D&T as independent auditors for the Fund.
Broker-dealer firms, including Merrill Lynch, holding Fund shares in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on each
Item before the Meeting. The Fund understands that, under the rules of the
American Stock Exchange, such broker-dealer firms may, without instructions from
their customers and clients, grant authority to the proxies designated to vote
on the election of Directors (Item 1) and ratification of the selection of
independent auditors (Item 2) if no instructions have been received prior to the
date specified in the broker-dealer firm's request for voting instructions.
Accordingly, the Fund will include shares held of record by broker-dealers as to
which such authority has been granted in its tabulation of the total number of
votes present for purposes of determining whether the necessary quorum of
stockholders exists. Proxies which are returned but which are marked "abstain"
or on which a broker-dealer has declined to vote on any proposal ("broker
non-votes") will be counted as present for the purposes of a quorum. Merrill
Lynch has advised that it intends to exercise discretion over shares held in its
name for which no instructions are received by voting such shares in the same
proportion as it has voted shares for which it has received instructions.
Abstentions and broker non-votes will not be counted as votes cast. Abstentions
and broker non-votes, therefore, will have no effect on the vote on Item 1 or
Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended September 30, 1995 to any stockholder upon request. Such
requests should be directed to MuniInsured Fund, Inc., P.O. Box 9011, Princeton,
New Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary or to 1-800-MERRILL
x9368 (1-800-637-7455 x9368).
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1997 Annual Meeting
of Stockholders of the Fund 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 by December 2, 1996.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Dated: March 29, 1996
7
<PAGE> 10
MUNIINSURED FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Ira P.
Shapiro as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
hereof, all of the Common Stock of MuniInsured Fund, Inc. (the "Fund") held of
record by the undersigned on March 18, 1996 at the annual meeting of
stockholders of the Fund to be held May 16, 1996 or any adjournment 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 THE NOMINEES FOR DIRECTOR AND FOR PROPOSAL 2.
By signing and dating the reverse side of this card, you authorize the
proxies to vote each proposal as marked, or if not marked to vote "FOR" each
proposal, and to use their discretion to vote for any other matter as may
properly come before the meeting. If you do not intend to personally attend
the meeting, please complete and return this card at once in the enclosed
envelope.
(Continued and to be signed on the reverse side)
<PAGE> 11
1. ELECTION OF DIRECTORS
<TABLE>
<S> <C>
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) / / to vote for the nominees listed below / /
</TABLE>
INSTRUCTION: To withhold authority to vote for any individual nominee, strike a
line through the nominee's name in the list below.)
Class I Nominees to serve until 1999 Annual Meeting of Stockholders: Joe Grills
and Walter Mintz
<TABLE>
<S> <C> <C> <C>
To consider and act upon a proposal to ratify the selection of Deloitte and
Touche LLP to serve as independent auditors of the Fund for the current fiscal
year. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
In the discretion of such proxies, upon such other business as may properly come
before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon. When
shares are held by joint tenants, both should
sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give
full title as such. If a corporation, please sign
in full corporate name by president or other
authorized officer. If a partnership, please sign
in partnership name by authorized persons.
Dated:________________________________, 1996
x
-------------------------------------------
Signature
x
-------------------------------------------
Signature, if held jointly
PLEASE MARK BOXES /\/ OR /X/ IN BLUE OR BLACK INK. SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
