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 the 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 High Yield Income Fund, Inc.
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(Name of Registrant as Specified in Its Charter)
The High Yield Income Fund, Inc.
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(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) or
Item 22(a)(2) of Schedule 14A.
_ $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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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_ 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE>
THE HIGH YIELD INCOME FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------
To Our Shareholders:
Notice is hereby given that the 1995 Annual Meeting of Shareholders (the
Meeting) of The High Yield Income Fund, Inc. (the Fund) will be held on December
7, 1995, at 9:00 a.m., at One Seaport Plaza, New York, New York 10292, for the
following purposes:
1. To elect two directors.
2. To ratify or reject the selection of Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending August 31, 1996.
3. To consider and act upon any other business as may properly come
before the Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 13, 1995
as the record date for the determination of shareholders entitled to vote at the
Meeting or any adjournment thereof.
S. Jane Rose
Secretary
Dated: October 24, 1995
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WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN AND PROMPTLY RETURN
THE ENCLOSED PROXY IN THE ENCLOSED SELF-ADDRESSED ENVELOPE. IN ORDER TO AVOID
THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY PROMPTLY.
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<PAGE>
THE HIGH YIELD INCOME FUND, INC.
ONE SEAPORT PLAZA
NEW YORK, N.Y. 10292
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PROXY STATEMENT
--------------------
This Proxy Statement is furnished by the Board of Directors of The High
Yield Income Fund, Inc. (the Fund) in connection with the solicitation of
proxies for use at the Annual Meeting of Shareholders to be held on December 7,
1995 at 9:00 a.m., at One Seaport Plaza, New York, New York 10292, the Fund's
principal executive office. The purpose of the Meeting and the matters to be
acted upon are set forth in the accompanying Notice of Annual Meeting.
The most recent annual and semi-annual report for the Fund has previously
been sent to shareholders and may be obtained without charge by writing the Fund
at One Seaport Plaza, New York, New York 10292 or by calling 1-800-451-6788.
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 proposals. 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 by attendance
at the Meeting. If sufficient votes to approve one or more of the proposed items
are not received, the persons names as proxies may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of a majority of those shares
present at the Meeting or represented by proxy. When voting on a proposed
adjournment, the persons named as proxies will vote for the proposed adjournment
all shares that they are entitled to vote with respect to each item, unless
directed to disapprove the item, in which case such shares will be voted against
the proposed adjournment. In the event that a meeting is adjourned, the same
procedures will apply at a later meeting date.
If a Proxy that is properly executed and returned accompanied by
instructions to withhold authority to vote (an abstention) 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 thereby
with respect to matters to be determined by a majority of the votes cast on such
matters, will be considered present for purposes of determining the existence of
a quorum for the transaction of business but, not being cast, will have no
effect on the outcome of such matters. With respect to matters requiring the
affirmative vote of a majority of the total shares outstanding, an abstention or
broker non-vote will be considered present for purposes of determining the
existence of a quorum, but will have the effect of a vote against such matters.
The close of business on October 13, 1995 has been fixed as the record date
for the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that
1
<PAGE>
date, the Fund had 11,004,087 shares of Common Stock outstanding and entitled to
vote. Each share will be entitled to one vote at the Meeting. It is expected
that the Notice of Annual Meeting, Proxy Statement and form of proxy will first
be mailed to shareholders of record on or about October 27, 1995.
As of October 13, 1995, Cede & Co., P.O. Box 20, Bowling Green Station, New
York, NY 10004, held, solely of record on behalf of other persons, 8,610,198
shares of the Fund and which represented approximately 78% of the shares of the
Fund then outstaniding. Management does not know of any person or group who
owned beneficially 5% or more of the Fund's outstanding shares on the record
date.
The expenses of solicitation will be borne by the Fund and will include
reimbursement of brokerage firms and others for expenses in forwarding proxy
solicitation material to beneficial owners. The solicitation of proxies will be
largely by mail but may include, without cost to the Fund, telephonic,
telegraphic or oral communications by regular employees of Prudential Securities
Incorporated (Prudential Securities). In addition, the Board of Directors of the
Fund has authorized management to retain, at their discretion, Shareholder
Communications Corporation, a proxy solicitation firm, to assist in the
solicitation of proxies for this Meeting. The cost of solicitation, including
specified expenses, is not expected to exceed $12,000 and will be borne by the
Fund.
Prudential Mutual Fund Management, Inc. (PMF or the Manager), One Seaport
Plaza, New York, New York 10292, serves as the Fund's Manager under a management
agreement dated as of December 15, 1988 (the Management Agreement). Investment
advisory services are provided to the Fund by PMF through its affiliate, The
Prudential Investment Corporation (PIC or the Subadviser), Prudential Plaza,
Newark, New Jersey 07102, under a Subadvisory Agreement dated December 15, 1988.
Both PMF and PIC are indirect subsidiaries of The Prudential Insurance Company
of America (Prudential). As of September 30, 1995, PMF served as the manager to
37 open-end investment companies, and as manager or administrator to 27
closed-end investment companies with aggregate assets of more than $50 billion.
The Fund has a Board of Directors which, in addition to overseeing the actions
of the Fund's Manager and Subadviser, decides upon matters of general policy.
ELECTION OF DIRECTORS
(Proposal No. 1)
The Fund's Articles of Incorporation provide that the Board of Directors
will be divided into three classes of Directors, as nearly equal in number as
possible. Each Director, after a transition period, serves for three years with
one class being elected each year. Each year the term of office of one class
will expire. The Board of Directors is currently comprised of 5
Directors-Messrs. Dorsey, Lennox, Redeker and Shirk and Ms. Smith. Messrs.
Dorsey, Lennox, Shirk and Ms. Smith have served as Directors since September 30,
1987. Mr. Redeker was elected to serve as a Director on October 19, 1993. All of
the current members of the Board of Directors have previously been elected by
the shareholders.
At the Annual Meeting, Directors will be elected to hold office until the
earlier to occur of (i) the next meeting of shareholders at which Directors are
elected and their
2
<PAGE>
successors are elected and qualify or (ii) the expiration of their terms in
accordance with the Fund's retirement policy. The Fund's retirement policy,
which was recently adopted, calls for the retirement of Directors on December 31
of the year in which they reach the age of 72 except that retirement is being
phased in for Directors who were age 68 or older as of December 31, 1993. Under
this phasing provision, Messrs. Lennox and Shirk are scheduled to retire on
December 31, 1997.
As prescribed in the Fund's Articles of Incorporation, the Directors have
been divided into three classes and their terms of office fixed as follows:
Class I: Mr. Dorsey and Ms. Smith-whose term expires in 1995; Class II: Mr.
Shirk-whose term expires in 1996; and Class III: Messrs. Lennox and
Redeker-whose term expires in 1997.
Two Directors, Mr. Dorsey and Ms. Smith will be elected to serve as Class I
Directors until the Fund's 1998 Annual Meeting of Shareholders and until their
successors have been elected and qualified. It is the intention of the persons
named in the enclosed proxy to vote in favor of the election of Mr. Dorsey and
Ms. Smith. Mr. Dorsey and Ms. Smith have consented to be named in this Proxy
Statement and to serve as Directors if elected. The Directors have no reason to
believe that any of the nominees named above will become unavailable for
election as a Director, but if that should occur before the Meeting, proxies
will be voted for such persons as the Directors may recommend.
The following table sets forth certain information concerning each of the
Directors of the Fund. Each of the nominees is currently a Director of the Fund.
INFORMATION REGARDING DIRECTORS
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned at
Name, age, business experience during the Position with October 13,
past five years and directorships Fund 1995
----------------------------------------- ------------- -----------
<S> <C> <C>
Class I (Term Expiring in 1995)
Eugene C. Dorsey (68), retired President, Chief Exec- Director -0-
utive Officer and Trustee of the Gannett Foundation
(now Freedom Forum); former Publisher of four
Gannett newspapers and Vice President of Gannett
Company; Past Chairman, Independent Sector
Washington, D.C. (largest national coalition of
philanthropic organizations); former Chairman of the
American Council for the Arts; Director of the
advisory board of Chase Manhattan Bank of Rochester,
Director/Trustee of 7 Prudential Mutual Funds.
Robin B. Smith (56), President (since September Director -0-
1981) and Chief Executive Officer (since January
1988) of Publishers Clearing House; Director of
BellSouth Corporation, Huffy Corporation, The
Omnicom Group, Inc., Springs Industries, Inc.,
Texaco Inc., Director/Trustee of 6 Prudential Mutual
Funds.
</TABLE>
3
<PAGE>
Class II (Term Expiring in 1996)
<TABLE>
<CAPTION>
Shares of
Common Stock
Owned at
Name, age, business experience during the Position with October 13,
past five years and directorships Fund 1995
----------------------------------------- ------------- -----------
<S> <C> <C>
Stanley E. Shirk (79), Certified Public Accountant Director -0-
and a former senior partner of the accounting firm
of KPMG Peat Marwick; former Management and
Accounting Consultant for the Association of Bank
Holding Companies, Washington, D.C. and the Bank
Administration Institute, Chicago, IL;
Director/Trustee of 8 Prudential Mutual Funds.
Class III (Term Expiring in 1997)
Donald D. Lennox (76), Chairman (since February Director -0-
1990) and Director (since April 1989) of
International Imaging Materials, Inc.; Retired
Chairman, Chief Executive Officer and Director of
Schlegel Corporation (industrial manufacturing)
(March 1987-February 1989); Director of Gleason
Corporation and Personal Sound Technologies, Inc.;
Director/Trustee of 10 Prudential Mutual Funds.
*Richard A. Redeker (52), President, Chief Executive President and -0-
Officer and Director (since October 1993), PMF; Director
Executive Vice President, Director and Member of
Operating Committee (since October 1993), Prudential
Securities; Director (since October 1993) of
Prudential Securities Group, Inc. (PSG); Executive
Vice President, The Prudential Investment
Corporation; Director (since January 1994),
Prudential Mutual Fund Distributors, Inc.; Director
(since January 1994), Prudential Mutual Fund
Services, Inc. formerly Senior Executive Vice
President and Director of Kemper Financial Services,
Inc. (September 1978-September 1993); President and
Director of [36] Prudential Mutual Funds
</TABLE>
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*Indicates "interested person," as defined in the Investment Company Act of
1940, as amended (the "Investment Company Act"). Mr. Redeker is deemed to be an
"interested person" by reason of his affiliation with PMF and Prudential
Securities.
4
<PAGE>
The Directors and officers as a group owned beneficially less than 1% of the
outstanding shares of the Fund at October 13, 1995.
The Fund pays each of its Directors who is not an affiliated person (as
defined in the Investment Company Act) of PMF an annual fee of $10,000. The Fund
will reimburse all Directors for their out-of-pocket travel expenses. For the
fiscal year ended August 31, 1995, Directors' fees and expenses amounted to
$40,000 and $255, respectively.
The Directors may receive their Director's fee pursuant to a deferred fee
agreement with the Fund. Under the terms of the agreement, the Fund accrues
daily the amount of such Director's fee in installments which accrue interest at
a rate equivalent to the prevailing rate applicable to 90-day U.S. Treasury
Bills at the beginning of each calendar quarter. Payment of the interest so
accrued is also deferred and accruals become payable at the option of the
Director. The Fund's obligation to make payments of deferred Directors' fees,
together with interest thereon, is a general obligation of the Fund. As of
August 31, 1995, Mr. Dorsey and Ms. Smith have elected to receive their
Director's fees pursuant to a deferred fee agreement with the Fund.
Pursuant to the terms of the Management Agreement with the Fund, the Manager
pays all compensation of officers of the Fund as well as the fees and expenses
of all Directors of the Fund who are affiliated persons of the Manager.
The following table sets forth the aggregate compensation paid by the Fund
to the Directors who are not affiliated with the Manager for the fiscal year
ended August 31, 1995 and the aggregate compensation paid to such Directors for
service on the Fund's board and that of all other funds by Prudential Mutual
Fund Management, Inc. (Fund Complex) for the calendar year ended December 31,
1994.
Compensation Table
<TABLE>
<CAPTION>
Approximate
Pension or Compensation
Retirement Estimated From Fund
Aggregate Benefits Accrued Annual And Fund
Compensation As Part of Fund Benefits Upon Complex Paid
Name and Position From Fund Expenses Retirement to Directors
----------------- ------------ ---------------- ------------- -------------
<S> <C> <C> <C> <C>
Eugene C. Dorsey-Director* ......... $10,000 None N/A $61,000(7/35)**
Donald D. Lennox-Director .......... $10,000 None N/A $90,000(10/22)**
Stanley E. Shirk-Director .......... $10,000 None N/A $79,000(8/19)**
Robin B. Smith-Director* ........... $10,000 None N/A $55,000(6/15)**
</TABLE>
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*All compensation from the Fund for the fiscal year ended August 31, 1995
represents deferred compensation. Aggregate compensation from the Fund and the
Fund Complex for the calendar year ended December 31, 1994, including accrued
interest, amounted to approximately $10,547 and $10,159, for the Fund and
$63,600 and $68,800 for the Fund Complex for Mr. Dorsey and Ms. Smith.
**Indicates number of funds/portfolios in Fund Complex to which aggregate
compensation relates.
5
<PAGE>
There were four meetings of the Fund's Board of Directors during the fiscal
year ended August 31, 1995, all of which were regularly scheduled meetings. The
Board of Directors has an Audit Committee. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
public accountants and reviews with the independent public accountants the plan
and results of the audit engagement and matters having a material effect upon
the Fund's financial operations. The Audit Committee consists of Messrs. Dorsey,
Lennox and Shirk and Ms. Smith, the non-affiliated Directors of the Fund. The
Audit Committee met twice during the fiscal year ended August 31, 1995. For the
fiscal year ended August 31, 1995 all of the Directors attended 75% or more of
the total number of meetings of the Board of Directors and all committees of
which he or she was a member.
The executive officers of the Fund, other than as shown above, are: Robert
F. Gunia, Vice President, and S. Jane Rose, Secretary, having held such offices
since October 1, 1987, Susan C. Cot(acute accent)e, Treasurer and Principal
Financial and Accounting Officer, having held such office since October 11,
1990, Stephen M. Ungerman, Assistant Treasurer, having held such office since
April 11, 1995 and Marguerite E. H. Morrison, Assistant Secretary, having held
such office since May 6, 1992. Mr. Gunia is 48 years old and is currently Chief
Administrative Officer (since July 1990), Director, Executive Vice President,
Treasurer and Chief Financial Officer (since June 1987) of PMF and a Senior Vice
President of Prudential Securities. He is also Executive Vice President, Chief
Financial Officer, Treasurer and Director (since March 1991) of Prudential
Mutual Fund Distributors, Inc., Director of Prudential Mutual Fund Services,
Inc. and Vice President and Director (since May 1989) of The Asia Pacific Fund,
Inc. Ms. Rose is 49 years old and is a Senior Vice President (since January
1991) and Senior Counsel (since June 1987) of PMF and a Senior Vice President
and Senior Counsel of Prudential Securities (since July 1992). Prior thereto,
she was a First Vice President (June 1987-December 1990) of PMF and a Vice
President and Associate General Counsel of Prudential Securities. Ms. Cot(acute
accent)e is 40 years old and is Chief Operating Officer and Managing Director,
Prudential Investment Advisors and Vice President of Prudential Investment
Corporation. Prior thereto she was a Senior Vice President (January
1989-February 1995) of PMF, and a Senior Vice President (January 1992-February
1995) of Prudential Securities. Mr. Ungerman is 42 years old and is First Vice
President (since February 1993) of PMF. Prior thereto he was a Senior Tax
Manager at Price Waterhouse. Ms. Morrison is 39 years old and is a Vice
President and Associate General Counsel (since June 1991) of PMF and a Vice
President and Associate General Counsel of Prudential Securities. The executive
officers of the Fund are elected annually by the Board of Directors at their
meeting following the Annual Meeting of Shareholders.
Required Vote
Directors must be elected by a vote of a majority of the shares present at
the meeting in person or by proxy and entitled to vote thereupon.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 1.
6
<PAGE>
RATIFICATION OF INDEPENDENT ACCOUNTANTS
(Proposal No. 2)
The Board of Directors of the Fund, including a majority of the members of
the Board of Directors who are not interested persons of the Fund, have selected
Price Waterhouse LLP as independent accountants for the Fund for the Fund's
fiscal year ending August 31, 1996. Price Waterhouse LLP has served as
independent accountants for the Fund for the Fund's fiscal year ended August 31,
1995 and for each year since the Fund's inception. The ratification of the
selection of independent accountants is to be voted on at the Meeting and it is
intended that the persons named in the accompanying proxy vote for Price
Waterhouse LLP. No representative of Price Waterhouse LLP is expected to be
present at the Meeting.
The Board of Directors' policy regarding engaging independent accountants'
services is that management may engage the Fund's principal independent
accountants to perform any service(s) normally provided by independent
accounting firms, provided that such service(s) meets any and all of the
independence requirements of the American Institute of Certified Public
Accountants and the Securities and Exchange Commission. The Audit Committee will
review and approve services provided by the independent accountants prior to
their being rendered. The Board of Directors also receives a report from its
Audit Committee relating to all services after they have been performed by the
Fund's independent accountants.
Required Vote
The affirmative vote of at least a majority of the shares present, in person
or by proxy, at the meeting is required for ratification.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT YOU VOTE "FOR" THIS
PROPOSAL NO. 2.
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 shareholders 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.
SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Annual Meeting of
Shareholders of the Fund in 1996 hereinafter called must be received by the Fund
on or before August 4, 1995 in order to be included in the Fund's proxy
statement and form of proxy relating to that meeting and presented at the
meeting. The mere submission of a proposal by a shareholder does not guarantee
that such proposal will be included in the proxy statement because certain rules
under the federal securities laws must be complied with before inclusion of the
proposal is required.
S. Jane Rose
Secretary
Dated: October 24, 1995
Shareholders 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 in the enclosed envelope. No postage is required if mailed in the
United States.
7
<PAGE>
(left column)
[X] PLEASE MARK VOTES AS IN
THIS EXAMPLE
THE HIGH YIELD INCOME FUND, INC.
P R O X Y
The Board of Directors recommends
a vote "FOR" each of the Proposals.
(right column)
For With- For All
hold Except
1.) ELECTIONS OF DIRECTORS [ ] [ ] [ ]
Nominees: Class I
Eugene C. Dorsey and Robin B. Smith
If you do not wish your shares voted "For" a particular nominee, mark the "For
All Except" box and strike a line through the nominee's name. Your shares will
be voted for the remaining nominee(s).
For Against Abstain
2.) To ratify the selection of Price [ ] [ ] [ ]
Waterhouse LLP as independent
accountants for the fiscal year
ending August 31, 1996.
____________________________
Please be sure to mark, sign, date and return the Date
Proxy card promptly using the enclosed envelope.
________________________________________________________________________________
___Shareholder sign here____________________________Co-owner sign here__________
In their discretion, the Proxies are authorized to vote upon such other business
as may properly come before the Meeting.
NOTE:
Please sign exactly as name appears hereon. Joint owners should each sign. When
signing as attorney, 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 person.
Mark box at right if address change is noted
on the reverse side of this card. [ ]
RECORD DATE SHARES:
<PAGE>
THE HIGH YIELD INCOME FUND, INC.
One Seaport Plaza
New York, New York 10292
This Proxy is solicited on behalf of the Board of Directors. The
undersigned hereby appoints Robert F. Gunia, S. Jane Rose and Marguerite E. H.
Morrison as Proxies, each with the power of substitution, and hereby authorizes
each of them to represent and to vote, as designated on the reverse side of this
card, all the shares of Common Stock of The High Yield Income Fund, Inc. held of
record by the undersigned on October 13, 1995 at the Annual Meeting of
Shareholders to be held on December 7, 1995, or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made, this Proxy will be voted
FOR Proposals 1 and 2.
ADDRESS CHANGE:
__________________________________________
__________________________________________
__________________________________________
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE
<PAGE>
Proxy Services P.O. Box 550, New York, NY 10013-0550
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Your vote is important!
- --------------------------------------------------------------------------------
We have been requested to forward to you the enclosed proxy material
relative to shares carried by us in your account but not registered
in your name. Such shares can be voted only by us as the holder of
record.
We shall be pleased to vote your shares in accordance with your
wishes. If you will execute the enclosed form and return it to us
promptly in the self-addressed stamped envelope, also enclosed. It is
understood that, if you sign without otherwise marking the form, the
shares will be voted as recommended by the management on all matters
to be considered at the meeting.
We urge you to send in your proxy so that we may vote your shares in
accordance with your wishes.
The rules of the New York Stock Exchange provide that if instructions
are not received by the tenth day before the meeting, the proxy may
be given at discretion by the holder of record of the shares. If you
are unable to communicate with us by such date, we will,
nevertheless, follow your instructions even if our discretionary vote
has already been given, provided your instuctions are received prior
to the stockholders' meeting.
Should you wish to attend the meeting in person or have a proxy
covering your shares, we shall be pleased to issue the same to you.
Form 2502 (Rev 2/95)
