345 Park Avenue (at 51st Street)
New York, New York 10154
The First Iberian Fund, Inc. (800) 349-4281
June 6, 1996
To the Stockholders:
The Annual Meeting of Stockholders of The First Iberian Fund, Inc. (the
"Fund") is to be held at 9:30 a.m., eastern time, on Wednesday, July 24, 1996,
at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue
(at 51st Street), New York, New York 10154. Stockholders who are unable to
attend this meeting are strongly encouraged to vote by proxy, which is customary
in corporate meetings of this kind. A Proxy Statement regarding the meeting, a
proxy card for your vote at the meeting and an envelope--postage prepaid--in
which to return your proxy are enclosed.
At the Annual Meeting the stockholders will elect four Directors and
consider the ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants. In addition, the stockholders present will hear a
report on the Fund. There will be an opportunity to discuss matters of interest
to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
/s/Nicholas Bratt /s/Juris Padegs
Nicholas Bratt Juris Padegs
President Chairman of the Board
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
<PAGE>
THE FIRST IBERIAN FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The First Iberian Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The First Iberian
Fund, Inc. (the "Fund") has been called to be held at the offices of Scudder,
Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York,
New York 10154, on Wednesday, July 24, 1996, at 9:30 a.m., eastern time, for the
following purposes:
(1) To elect three Directors of the Fund to hold office for a term
of three years and one Director of the Fund to hold office for a term
of one year or until their respective successors shall have been duly
elected and qualified.
(2) To ratify or reject the action taken by the Board of Directors
in selecting Price Waterhouse LLP as independent accountants for the
fiscal year ending September 30, 1996.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on May 22, 1996 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
June 6, 1996
IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in
the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The First Iberian Fund, Inc. (the "Fund")
for use at the Annual Meeting of Stockholders, to be held at the offices of
Scudder, Stevens & Clark, Inc. ("Scudder"), 25th Floor, 345 Park Avenue (at 51st
Street), New York, New York 10154, on Wednesday, July 24, 1996, at 9:30 a.m.,
eastern time, and at any adjournments thereof (collectively, the "Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about June 6, 1996, or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2) which require the
approval of a majority of shares voting at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on May 22, 1996 (the "Record Date"), will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 6,511,154 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for the fiscal
year ended September 30, 1995, without charge, by calling 800-349-4281 or
writing the Fund at 345 Park Avenue, New York, New York 10154.
(1) ELECTION OF DIRECTORS
Persons named on the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies for the election of the four nominees
listed below as Directors of the Fund to serve for a term of three years (one
year in the case of Mr. Elmlinger), or until their successors are duly elected
and qualified. All nominees have consented to stand for election and to serve if
elected. If any such nominee should be unable to serve, an event not now
anticipated, the proxies will be voted for such person, if any, as shall be
designated by the Board of Directors to replace any such nominee.
1
<PAGE>
Information Concerning Nominees
The following table sets forth certain information concerning each of the
four nominees as a Director of the Fund. Except for Mr. Elmlinger, each of the
nominees is now a Director of the Fund. Unless otherwise noted, each of the
nominees has engaged in the principal occupation listed in the following table
for more than five years, but not necessarily in the same capacity.
Class I - Nominees to serve until 1999 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Benefically Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1996 (1) Class
---------- -------------------------- -------- ------------------ -----
<S> <C> <C> <C> <C>
Nicholas Bratt (48)* President; Managing Director of 1992 3,811 less than
Scudder, Stevens & Clark, Inc. 1/4 of 1%
Mr. Bratt serves on the boards
of an additional 15 funds
managed by Scudder.
Rogerio C. S. Martins (67) Chairman of the Board, Atlas-Copco 1987 -- --
de Portugal (air compressor equip-
ment); Director, Credit Lyonnais
Portugal; Columnist, Publico (news-
paper); Professor, Institute
Superior de Estudos Financeiros e
Fiscais; and Director, Ramalho Rosa
(construction) (until 1996) and
Lusotur Sociedade Financeira de
Turism (tourism) (until 1996).
Jose Pedro Perez Attorney, Garcia Anoveros and 1992 -- --
Llorca (55) Perez Llorca; President, Atlantic
Association (international relations
organization); and Director, A.T.T.
Gis Spain and Foster Wheeler Spain;
and Consultant, 3M Espana.
</TABLE>
2
<PAGE>
Class II - Nominee to serve until 1997 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Benefically Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1996 (1) Class
---------- -------------------------- -------- ------------------ -----
<S> <C> <C> <C> <C>
Paul J. Elmlinger (37)* Vice President and Assistant Secre- -- -- --
tary; Managing Director of,Scudder,
Stevens & Clark, Inc.
</TABLE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, each Director serving
for a term of three years. Mr. Juris Padegs will serve as Director of the Fund
until July 24, 1996, at which time he will be retiring from the Board. The terms
of Class II and III do not expire this year. Mr. Elmlinger, if elected, will be
designated as a Class II Director. The following table sets forth certain
information regarding the Directors in such classes. Unless otherwise noted,
each Director has engaged in the principal occupation listed in the following
table for more than five years, but not necessarily in the same capacity.
Class II - Directors serving until 1997 Annual Meeting of Stockholders#:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Benefically Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1996 (1) Class
---------- -------------------------- -------- ------------------ -----
<S> <C> <C> <C> <C>
Dr. Wilson Nolen (69) Consultant; Trustee, Cultural Insti- 1992 10,000 (2) less than
tutions Retirement Fund, Inc.; Dir- 1/4 of 1%
ector, Ecohealth, Inc.(biotechnology
company) (until 1996); and Director,
Chattem, Inc. (drug and chemical
company) (until 1993). Dr. Nolen
serves on the boards of an
additional 16 funds managed by
Scudder.
Juris Padegs (64)*+ Chairman of the Board; Managing 1992 1,000 less than
Director of Scudder, Stevens & 1/4 of 1%
Clark, Inc. Mr. Padegs serves on the
boards of an additional 29 funds
managed by Scudder.
</TABLE>
3
<PAGE>
Class III - Directors serving until 1998 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Benefically Percent
Employment and Directorships Became a Owned on of
Name (Age) in Publicly Held Companies Director March 31, 1996 (1) Class
---------- -------------------------- -------- ------------------ -----
<S> <C> <C> <C> <C>
Daniel Pierce (62)*+ Chairman of the Board and Managing 1992 4,094 less than
Director of Scudder, Stevens & 1/4 of 1%
Clark, Inc.; Director, Fiduciary
Trust Company (bank and trust compa-
ny) and Fiduciary Company Incorpora-
ted (bank and trust company). Mr.
Pierce serves on the boards of an
additional 52 funds managed by
Scudder.
Richard M. Hunt (69) University Marshal and Senior 1994 2,500 less than
Lecturer, Harvard University; Vice 1/4 of 1%
Chairman, American Council on
Germany; Director, Council on
the United States and Italy; Life
Trustee, American Field Service;
and Partner, Elmhurst Investment
Trust (family investment firm). Mr.
Hunt serves on the board of one
additional fund managed by Scudder.
All Directors and Officers as a group 21,405 0.33%
</TABLE>
- ---------------------------
* Persons considered by the Fund and its counsel to be "interested persons"
(which as used in this proxy statement is as defined in the Investment
Company Act of 1940) of the Fund or of the Fund's investment manager,
Scudder, Stevens & Clark, Inc. Messrs. Bratt, Elmlinger, Padegs and Pierce
are deemed to be interested persons because of their affiliation with the
Fund's investment manager, Scudder, Stevens & Clark, Inc., or because they
are Officers of the Fund or both.
+ Messrs. Padegs and Pierce are members of the Executive Committee of the
Fund.
# Except Mr. Padegs who will be retiring from the Board on July 24, 1996.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.
(2) Dr. Nolen may be deemed to be the beneficial owner of certain of these
shares, but disclaims any beneficial ownership therein.
Section 30(f) of the Investment Company Act of 1940 (the "1940 Act"), as
applied to a fund, requires the fund's officers and directors, investment
manager, affiliates of the investment manager, and persons who beneficially own
more than ten percent of a registered class of the fund's outstanding securities
("Reporting Persons"), to file reports of ownership of the fund's securities and
changes in such ownership with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish the fund with copies of all such filings.
4
<PAGE>
Based solely upon its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended September 30, 1995, its Reporting Persons complied with all applicable
filing requirements.
To the best of the Fund's knowledge, as of April 30, 1996 no person owned
beneficially more than 5% of the Fund's outstanding stock.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met four times during the fiscal year
ended September 30, 1995. Each Director attended at least 75% of the total
number of meetings of the Board of Directors and of all committees of the Board
on which they served as regular members, except Mr. Bratt who attended 50% of
the meetings of the Board of Directors and related committees on which he
serves.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee consisting of those Directors who are not
interested persons of the Fund or of Scudder ("Noninterested Directors") as
defined in the 1940 Act, which met on January 17, 1996. The Audit Committee
reviews with management and the independent accountants for the Fund, among
other things, the scope of the audit and the controls of the Fund and its
agents, reviews and approves in advance the type of services to be rendered by
independent accountants, recommends the selection of independent accountants for
the Fund to the Board and in general considers and reports to the Board on
matters regarding the Fund's accounting and bookkeeping practices.
Nominating Committee
The Board has a Special Nominating Committee consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met on January 17, 1996 to consider and
nominate the nominees set forth above.
Executive Officers
In addition to Messrs. Bratt and Padegs, Directors who are also Officers of
the Fund and Mr. Elmlinger, Nominee who is also an Officer of the Fund, the
following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C>
Carol L. Franklin (43) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Joan R. Gregory (50) Vice President; Vice President of 1993
Scudder, Stevens & Clark, Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C>
Jerard K. Hartman (63) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (42) Treasurer; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (43) Vice President and Assistant Secretary; Managing 1992
Director of Scudder, Stevens & Clark, Inc
Edward J. O'Connell (51) Vice President and Assistant Treasurer; Principal of 1992
Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (49) Secretary; Principal of 1992
Scudder, Stevens & Clark, Inc.
Coleen Downs Dinneen (35) Assistant Secretary; Vice President of 1993
Scudder, Stevens & Clark, Inc.
</TABLE>
(1) Unless otherwise stated, all the Executive Officers have been associated
with Scudder for more than five years, although not necessarily in the same
capacity.
(2) The President, Treasurer and Secretary each hold office until his or her
successor has been duly elected and qualified, and all other officers hold
office in accordance with the By-Laws of the Fund.
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $90,551, including expenses, during the fiscal year ended
September 30, 1995. Each such unaffiliated Director currently receives fees paid
by the Fund of $750 per Directors' meeting attended and an annual Director's fee
of $6,000. Each Director also receives $250 per committee meeting attended
(other than the Audit Committee meetings, for which such Director receives a fee
of $750.) Prior to April 1, 1995, each such unaffiliated Director received fees
paid by the Fund of $1,000 per Director's meeting attended and an annual
Director's fee of $7,500. Scudder supervises the Fund's investments, pays the
compensation and certain expenses of its personnel who serve as Directors and
Officers of the Fund and receives a management fee for its services. Several of
the Fund's Officers and Directors are also officers, directors, employees or
stockholders of Scudder and participate in the fees paid to that firm (see
"Investment Manager," page 8), although the Fund makes no direct payments to
them other than for reimbursement of travel expenses in connection with the
attendance of Directors' and committee meetings.
The following Compensation Table, provides in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund.
Column (2) Aggregate compensation received by a Director from the Fund.
Columns (3) and (4) Pension or retirement benefits accrued or proposed to be
paid by the Fund. The Fund does not pay its Directors such benefits.
Column (5) Total compensation received by a Director from the Fund, plus
compensation received from all funds managed by Scudder for which a Director
serves. The total number of funds from which a Director receives such
compensation is also provided in column (5). Generally, compensation received by
6
<PAGE>
a Director for serving on the Board of a closed-end fund is greater than the
compensation received by a Director for serving on the Board of an open-end
fund.
Compensation Table
for the year ended December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
(1) (2) (3) (4) (5)
Pension or Total Compensation
Aggregate Retirement Benefits Estimated Annual From the Fund and
Name of Person, Compensation Accrued As Part of Benefits Upon Fund Complex
Position from the Fund Fund Expenses Retirement Paid to Director
-------- ------------- ------------- ---------- ----------------
<S> <C> <C> <C> <C>
Richard M. Hunt, $11,875 N/A N/A $24,875
Director (2 funds)
Jose Pedro Perez Llorca, $11,875 N/A N/A $11,875
Director (1 fund)
Rogerio C.S. Martins, $11,875 N/A N/A $11,875
Director (1 fund)
Dr. Wilson Nolen, $11,875 N/A N/A $148,342
Director (16 funds*)
<FN>
* This does not include membership on the Board of Scudder Emerging Markets Growth
Fund which commenced operations on May 8, 1996.
</FN>
</TABLE>
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on April 17, 1996, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Price Waterhouse
LLP to act as independent accountants for the Fund for the fiscal year ending
September 30, 1996. Price Waterhouse LLP are independent accountants and have
advised the Fund that they have no direct financial interest or material
indirect financial interest in the Fund. One or more representatives of Price
Waterhouse LLP are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders and management.
The Fund's financial statements for the fiscal year ended September 30,
1995 were audited by Price Waterhouse LLP. In connection with its audit
services, Price Waterhouse LLP reviewed the financial statements included in the
Fund's semiannual and annual reports and its filings with the SEC.
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders ratify the selection of
Price Waterhouse LLP as independent accountants.
7
<PAGE>
Investment Manager
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President of Scudder. Stephen R.
Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, Linda C. Coughlin*, Margaret D.
Hadzima*, Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, Douglas M.
Loudon#, John T. Packard+, Juris Padegs# and Cornelia M. Small# are the other
members of the Board of Directors of Scudder. The principal occupation of each
of the above named individuals is serving as a Managing Director of Scudder.
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce, and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and the
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocation will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock
and all Principals own nonvoting stock.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a subsidiary of Scudder), which in
turn places orders on behalf of the Fund with issuers, underwriters or other
brokers and dealers. The Distributor receives no commissions, fees or other
remuneration from the Fund for this service. Allocation of portfolio
transactions is supervised by Scudder.
Other Matters
The Board of Directors does not know of any matters to be brought before
the Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that properly comes before the Meeting
or any adjournments thereof in accordance with their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile by Officers of the Fund or personnel of Scudder. The Fund
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586 to assist in the proxy solicitation. The cost
of their services is estimated at $4,500. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Corporate Investor Communications, Inc., in person, by
telephone or by facsimile will be borne by the Fund. The Fund will reimburse
banks, brokers and other persons holding the Fund's shares registered in their
names or in the names of their nominees, for their expenses incurred in sending
proxy material to and obtaining proxies from the beneficial owners of such
shares.
- ---------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
8
<PAGE>
In the event that sufficient votes in favor of any proposal set forth in
the Notice of Meeting are not received by July 24, 1996, the persons named as
appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1997 meeting of stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder, Stevens & Clark, Inc., at 345
Park Avenue, New York, New York 10154, not later than January 31, 1997.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
June 6, 1996
9
<PAGE>
<TABLE>
<CAPTION>
PROXY THE FIRST IBERIAN FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders -- July 24, 1996
The undersigned hereby appoints Juris Padegs, Daniel Pierce and Wilson
Nolen, each with the power of substitution, as proxies for the undersigned,
to vote all shares of The First Iberian Fund, Inc. (the "Fund") which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Fund to be held at the offices of Scudder, Stevens & Clark, Inc., 25th Floor,
345 Park Avenue (at 51st Street), New York, New York 10154, on Wednesday,
July 24, 1996 at 9:30 a.m., eastern time, and at any adjournments thereof.
Unless otherwise specified in the squares provided, the undersigned's vote
will be cast "FOR" each numbered item listed below.
<S> <C>
1. The election of Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) /_/ to vote for all nominees listed below /_/
Nominees: Nicholas Bratt, Rogerio C.S. Martins, Jose Pedro Perez Llorca and Paul J. Elmlinger
(INSTRUCTION To withhold authority to vote for any individual nominee, write that nominee's
name on the space provided below.)
----------------------------------------
2. Ratification of the selection of Price Waterhouse LLP as independent accountants; FOR/_/ AGAINST/_/ ABSTAIN/_/
The Proxies are authorized to vote upon such other business as may properly come
before the Meeting.
<PAGE>
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT /_/
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
Please sign exactly as your name or names Signature.......................Date:......................
appear. Signature Date: When signing as
attorney, executor, administrator, trustee or
guardian, please give your full title as such.
Signature.......................Date:......................
</TABLE>
