FIRST PHILIPPINE FUND INC, DEF 14A, 1999-09-08

FIRST PHILIPPINE FUND INC
DEF 14A, 1999-09-08

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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
/ / 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 FIRST PHILIPPINE FUND INC.
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(Name of Registrant as Specified in its Charter)

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(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:
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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 (set forth the amount on which the filing fee is
calculated and state how it was determined):
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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:
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THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 28, 1999

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The Annual Meeting of Stockholders of The First Philippine Fund Inc. (the
"Fund"), a Maryland corporation, will be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday,
October 28, 1999 at 9:30 A.M., New York time, for the following purposes:

1. To elect four Class III directors to serve for terms expiring on the
date of the annual meeting of stockholders in 2002.

2. To ratify the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants for the fiscal year ending June 30, 2000.

3. To transact such other business as may properly come before the meeting
or any adjournments thereof.

The Board of Directors has fixed August 20, 1999 as the record date for the
meeting. Only holders of the Fund's common stock at the close of business on
such date will be entitled to notice of, and to vote at, such meeting or any
adjournments thereof. The stock transfer books will not be closed.

A copy of the Fund's Annual Report for the fiscal year ended June 30, 1999
has been previously sent to stockholders.

By order of the Board of Directors,

William H. Bohnett
Secretary

Dated: September 8, 1999

IMPORTANT

UNLESS YOU EXPECT TO BE PRESENT AT THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR
THAT PURPOSE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. YOUR
PROMPT RESPONSE WILL ASSURE A QUORUM AT THE MEETING, THEREBY SAVING YOUR FUND
THE EXPENSE OF FURTHER SOLICITATION OF PROXIES.

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THE FIRST PHILIPPINE FUND INC.
152 WEST 57TH STREET
NEW YORK, NEW YORK 10019

---------------------

PROXY STATEMENT
FOR
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD OCTOBER 28, 1999

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GENERAL INFORMATION

The Board of Directors of The First Philippine Fund Inc. (the "Fund")
solicits the proxies of the holders of the Fund's common stock for use at the
Annual Meeting of Stockholders of the Fund to be held at the offices of Clemente
Capital, Inc., 152 West 57th Street, New York, New York, on Thursday,
October 28, 1999 at 9:30 A.M., New York time, and at any adjournments thereof.

This Proxy Statement and the form of proxy enclosed herewith were first
mailed to stockholders on September 8, 1999. Any stockholder who executes and
delivers a proxy may revoke it by written communication at any time prior to its
use or by voting in person at the Annual Meeting. 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 this Proxy Statement.

The cost of soliciting the proxies will be borne by the Fund. Directors,
officers and regular employees of the Fund may solicit proxies by telephone,
telegram or personal interview. In addition, the Fund has retained the services
of Shareholder Communications Corporation to solicit proxies from stockholders.
The cost of such services is estimated at $5,000 plus out-of-pocket expenses.
The Fund will, upon request, bear the reasonable expenses of brokers, banks and
their nominees who are holders of record of the Fund's shares of common stock on
the record date, incurred in mailing copies of the Annual Report, this Notice of
Meeting and Proxy Statement and the enclosed form of proxy to the beneficial
owners of the Fund's shares of common stock.

Only holders of issued and outstanding shares of the Fund's common stock of
record at the close of business on August 20, 1999 are entitled to notice of,
and to vote at, the meeting. Each such holder is entitled to one vote per share
of common stock so held on all business of the meeting and any adjournments
thereof. As of the record date, there were 11,225,000 shares of common stock
outstanding.

COPIES OF THE FUND'S ANNUAL REPORT ARE AVAILABLE FREE OF CHARGE TO ANY
SHAREHOLDER. REPORTS MAY BE ORDERED BY WRITING CLEMENTE CAPITAL, INC., 152 WEST
57TH STREET, NEW YORK, NEW YORK 10019 OR CALLING (212) 765-0700.

1
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ELECTION OF DIRECTORS

The Board of Directors (the "Board") is divided into three classes in
accordance with the Fund's Charter and By-Laws. The class of directors
(Class III) whose term will expire at the 1999 Annual Meeting consists of four
current directors, Lilia C. Clemente, Roberto de Ocampo, Joseph A. O'Hare and
Robert B. Oxnam, who are each nominated for election for a term of three years
to expire at the 2002 annual meeting and until their successors are duly elected
and qualified. There is presently one vacancy in Class I.

Directors shall be elected by a plurality of the stock voting at the
Meeting. Votes shall be tabulated by American Stock Transfer & Trust Company.
Abstentions do not constitute a vote "for" or "against" a matter and will be
disregarded in determining votes cast on an issue. Broker "non-votes" (i.e.,
proxies from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote shares
on a particular matter with respect to which the brokers or nominees do not have
discretionary power) will be treated the same as abstentions.

Each of the nominees has consented to serve as a director of the Fund if
elected. In the event that any of such nominees should become unavailable for
election for any presently unforeseen reason, the proxies will be voted for such
person, if any, as shall be designated by the Board to replace any such nominee.

The information set forth below as to the ages and principal occupations of
these nominees and the other members of the Board of Directors, and the number
of shares of common stock of the Fund beneficially owned by them, directly or
indirectly, has been furnished to the Fund by such directors or nominees.

NOMINEES FOR THREE YEAR TERMS EXPIRING IN 2002
(CLASS III)

<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
(IF OVER 1%)
OF SHARES BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1999(1)
- ---------------- --- ---------------------- -------- ----------------------
<S> <C> <C> <C> <C>
*Lilia C. Clemente ................. 58 President and Chief Executive Officer of October 1,200(2)
152 West 57th Street the Fund since October 1989; Chairman and 1989
New York, NY 10019 Chief Executive Officer of Clemente
Capital, Inc. since 1986; Director of
Philippine Strategic Investment (Holdings)
Limited and Canadian Tire Corp.
Roberto de Ocampo .................. 53 President, Asian Institute of Management, October --
6760 SGV Building September 1999 to present; Senior Adviser, 1998
Ayala Avenue SGV & Co., September 1999 to present;
Makati City, Metro Manila Chairman, Thomson Ratings Philippines,
Philippines Inc., June 1999 to present; Chairman,
Philand Group of Companies, June 1999 to
present; Secretary of Finance, Republic of
the Philippines, February 1994 to January
1998; Governor, Board of Governors, World
Bank; Governor, Board of Governors, Asian
Development Bank; Alternate Governor,
International Monetary Fund; Chairman and
Chief Executive Officer, Development Bank
of the Philippines, October 1989 to January
1994.

</TABLE>

2
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Robert B. Oxnam .................... 56 Senior Adviser, The Bessemer Group October 100
630 Fifth Avenue Incorporated, November 1992 to present; 1989
New York, NY 10111 President of The Asia Society, a
non-profit, non-political educational
institution, from 1981 to November 1992.
</TABLE>

MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 2001
(CLASS II)

<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE
(IF OVER 1%)
OF SHARES BENEFICIALLY
PRINCIPAL OCCUPATION DIRECTOR OWNED AS OF
NAME AND ADDRESS AGE DURING PAST FIVE YEARS SINCE AUGUST 20, 1999(1)
- ---------------- --- ---------------------- -------- ----------------------
<S> <C> <C> <C> <C>
*Leopoldo M. Clemente, Jr. ......... 61 Executive Vice President and Managing October 1,200(2)
152 West 57th Street Director of the Fund since October 1989; 1989
New York, NY 10019 President and Chief Investment Officer of
Clemente Capital, Inc. since 1987;
President of Clemente Strategic Value
Fund, Inc.; Director of Philippine
Strategic Investment (Holdings) Limited.
John Anthony B. Espiritu ........... 36 President and Chief Executive Officer of July 1998 500
Ritz Tower Westmont Bank, Manila, Philippines, since
Makati, Metro Manila July 1998 and other offices since 1994;
Philippines Chairman and President of EBECOM Holdings
Co., Inc. (an equity investment holding
company), Makati, Manila, Philippines,
from May 1995 to present; Chairman and
President of Philippine Racing Club Inc.,
Manila, Philippines, from June 1998 to
present; President and Director of Unioil
Resources & Holding Co. Inc. (investment
holding company), Manila, Philippines from
June 1998 to present; Executive Vice
President, Western State Bank, Duarte,
California, from March 1992 to March 1995
and Executive Director from April 1995 to
present;
</TABLE>

3
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*Benjamin Palma Gil ................ 47 Chairman and Director of the Fund since July 1998 1,000
PNB Financial Center July 1998; President of Philippine
Roxas Blvd. National Bank and PNB Investments
Metro Manila Limited since July 1998; Executive
Philippines Director of Capital Strategy Limited (a
financial advisory firm) from 1994 to July
1998; Chairman of the Board of Philippine
National Bank-Republic Bank, Manila,
Philippines in 1994; President and Chief
Executive Officer of Century Bank, Los
Angeles, California, from 1988 to 1993.
</TABLE>
MEMBERS OF THE BOARD CONTINUING IN OFFICE
DIRECTORS WHOSE TERMS EXPIRE IN 2000
(CLASS I)

Stephen J. Solarz .................. 59 Member, United States House of October --
1120 Bellview Road Representatives from 1975 to 1992; 1994
McLean, VA 22102 President, Solarz Associates, an
international consulting firm from 1992
to present; Chairman, Central Asian-
American Enterprise Fund; Senior
Counselor, Apco Associates, a public
affairs company; Director of Santa Fe
International (an oil drilling company)
and IRI International (an oil drilling
equipment company).
<CAPTION>

All Directors and Officers as a Group (11 persons) ............................................... 5,000
<S> <C>

(Footnotes on next page)

4
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(Footnotes from previous page)

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* Directors considered to be persons who are "interested persons" (as defined
in the Investment Company Act of 1940) of the Fund or of the Fund's
investment advisers. Benjamin Palma Gil and Mr. and Mrs. Clemente are deemed
to be interested persons because of their affiliation with the Fund's
investment adviser, Clemente Capital, Inc., or the Philippine Adviser,
Philippine National Bank, or because they are officers of the Fund or both.

(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) Lilia C. Clemente and Leopoldo M. Clemente, Jr. are wife and husband. Each
disclaims beneficial ownership of the other's shares.

In addition to Mr. and Mrs. Clemente, William H. Bohnett and Joaquin G.
Hofilena serve as executive officers of the Fund, as set forth below. Each of
the executive officers serves at the pleasure of the Board.

</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME AND ADDRESS AGE DURING PAST FIVE YEARS
- ---------------- --- ----------------------
<S> <C> <C>
William H. Bohnett ................ 51 Secretary of the Fund since October 1989; Partner of Fulbright &
666 Fifth Avenue Jaworski L.L.P. (law firm), Counsel to the Fund.
New York, NY 10103

Joaquin G. Hofilena ............... 33 Treasurer of the Fund since October 1998; Investment Analyst of
152 West 57th Street Clemente Capital, Inc.
New York, NY 10019
</TABLE>

The Board held four meetings during the fiscal year ended June 30, 1999.
Each director, except Mr. Robert Oxnam, attended at least 75% of the total
number of meetings of the Board and of all committees of the Board on which they
served. The Board has appointed an Audit Committee, presently consisting of
Messrs. O'Hare and Oxnam, which met once during the fiscal year. The purpose of
the Audit Committee is to advise the full Board with respect to accounting,
auditing and financial matters affecting the Fund.

Directors who are not affiliated with Clemente Capital, Inc. (the
"Adviser") or PNB Investments Limited (the "Philippine Adviser") receive an
annual stipend of $8,000 for serving on the Board and its committees, an
additional $750 for each Directors' meeting which they attend in person or an
additional $250 per meeting for attendance by conference call and reimbursement
for out-of-pocket expenses in connection with their attendance at Directors'
meetings. The Fund does not pay any pension or other benefits to its Directors.
For the year ended June 30, 1999, Directors' fees totaled $64,500. For the
fiscal year ended June 30, 1999, the following table sets

5
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forth compensation received by the Fund's directors from the Fund and Clemente
Strategic Value Fund, Inc., a closed-end investment company for which Clemente
Capital, Inc. acts as an investment adviser.

<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM
COMPENSATION THE FUND AND CLEMENTE
NAME OF DIRECTOR FROM THE FUND STRATEGIC VALUE FUND, INC.
- ---------------- ------------- --------------------------
<S> <C> <C>
Benjamin Palma Gil....................................................... $ 0 $ 0
Lilia C. Clemente........................................................ 0 0
Leopoldo M. Clemente, Jr................................................. 0 0
M.A.T. Caparas........................................................... 0 0
Adrian C. Cassidy........................................................ 12,500 12,500
Roberto de Ocampo........................................................ 4,750 4,750
John Anthony B. Espiritu................................................. 8,250 8,250
Joseph A. O'Hare, S.J.................................................... 13,750 13,750
Robert B. Oxnam.......................................................... 12,250 12,250
Stephen J. Solarz........................................................ 13,000 13,000
</TABLE>

The Adviser, which pays the compensation and certain expenses of its
personnel who serve as Directors and officers of the Fund, receives an
investment advisory fee.

The Philippine Adviser, which pays the compensation and certain expenses of
its personnel who serve as Directors and as officers of the Fund, receives an
investment advisory fee from the Adviser.

Philippine National Bank ("PNB"), which acts as trustee of a trust fund
arrangement under which certain of the Fund's assets are held in the
Philippines, and which pays the compensation and certain expenses of its
personnel who serve as Directors and as officers of the Fund, receives a monthly
fee of .15% (on an annualized basis) of the Fund's average weekly net assets
held in the trust, subject to a $150,000 minimum fee per year, for
administration of the trust fund arrangement, including portfolio accounting and
valuation services.

Fulbright & Jaworski L.L.P., of which William H. Bohnett, the Secretary of
the Fund, is a partner, acts as legal counsel to the Fund.

As of August 20, 1999, no person owned of record or, to the knowledge of
management, beneficially owned more than 5% of the outstanding shares of the
Fund.

RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS

At a meeting held on July 29, 1999, the Board, including a majority of
Directors who are not interested persons of the Fund, selected
PricewaterhouseCoopers LLP to act as the Fund's independent accountants for the
fiscal year ending June 30, 2000. Such selection is being submitted to the
stockholders for ratification. The employment of PricewaterhouseCoopers LLP is
conditioned on the right of the Fund, by majority vote of its stockholders, to
terminate such employment. PricewaterhouseCoopers LLP has acted as the Fund's
independent accountants from the Fund's inception.

The services to be provided by the Fund's independent accountants include
auditing the Fund's annual financial statements, assistance and consultation in
connection with Securities and Exchange Commission and New York Stock Exchange
filings, and review of the Fund's annual federal and state income tax returns.

One or more representatives of PricewaterhouseCoopers 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 from stockholders.

6
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INVESTMENT ADVISER AND ADMINISTRATOR

THE INVESTMENT ADVISER

The Adviser, a New York corporation, has its principal office at 152 West
57th Street, New York, New York 10019. Lilia C. Clemente, President and Director
of the Fund, is Chairman, Chief Executive Officer and a Director of the Adviser.
Leopoldo M. Clemente, Jr., an Executive Vice President and Managing Director and
a Director of the Fund, is President, Chief Investment Officer and a Director of
the Adviser. In addition to Mr. and Mrs. Clemente, the Adviser's Directors are
Salvador Diaz-Verson, Jr., President of Diaz-Verson Capital Investments, Inc.,
an investment advisory firm located in Columbus, Georgia; Robert J. Christian,
Chief Investment Officer, Wilmington Trust Company, a bank and trust company;
and Irving L. Gartenberg, Esq., general counsel to the Adviser. Mrs. Clemente
owns approximately 60% of the outstanding Common Stock of the Adviser;
Wilmington Trust Company, 1100 North Market Street, Wilmington, Delaware 19890,
owns 24% of the outstanding Common Stock. The address for Mr. and Mrs. Clemente
is 152 West 57th Street, New York, New York 10019. The address for
Mr. Diaz-Verson is 1200 Brookstone Centre Parkway, Suite 105, Columbus, Georgia
31904; the address for Mr. Christian is 1100 North Market Street, Wilmington,
Delaware 19890; and the address for Mr. Gartenberg is 122 East 42nd Street, 46th
Floor, New York, New York 10017.

THE PHILIPPINE ADVISER

The Philippine Adviser was organized in November 1988 under the laws of
Hong Kong and has its principal offices at 110-116 Queen's Road, Central Hong
Kong. The Philippine Adviser is a wholly-owned subsidiary of PNB International
Finance Limited, a wholly-owned subsidiary of PNB. PNB, the second largest bank
in the Philippines, is 46% owned by the Philippine Government. However, under
the Articles of Incorporation of PNB, an eleven member, shareholder elected
board of directors directs the affairs and business of PNB, manages and
preserves its properties and assets, and exercises its corporate powers. The
remaining 54% of PNB is owned by various individuals, none of whom to the
knowledge of the Fund own 5% or more of PNB's outstanding securities. PNB serves
as trustee of certain of the Fund's Philippine securities pursuant to a Trust
Agreement between PNB and the Fund dated November 7, 1989.

Benjamin Palma Gil, Chairman of the Board of Directors of the Fund, is
President of PNB and the President of the Philippine Adviser. In addition to
Mr. Palma Gil, the Philippine Adviser's Directors are Santiago S. Cua, Jr.,
Alfonso Reyno, Jr. and Jose George Mirasol, Jr. The address of Messrs. Palma
Gil, Cua, Reyno and Mirasol is PNB Financial Building, Roxas Boulevard, Pasay
City, Metro Manila, Philippines.

THE ADMINISTRATOR

PFPC Inc., the Fund's administrator, has its principal office at 103
Bellevue Parkway, Wilmington, Delaware 19809.

MISCELLANEOUS

As of the date of this Proxy Statement, management does not know of any
other matters that will come before the meeting. In the event that any other
matter properly comes before the meeting, the persons named in the enclosed form
of proxy intend to vote all proxies in accordance with their best judgment on
such matters.

All shares represented by proxies sent to the Fund to be voted at the
Annual Meeting will be voted if received prior to the Meeting. Votes shall be
tabulated by the Fund's Transfer Agent. A quorum is constituted by the presence
in person or by proxy of the holders of more than 50% of the outstanding shares
of the Fund entitled to vote at the Meeting. Broker non-votes are not considered
voted for this purpose. Shareholders should note that while votes to abstain and
broker non-votes will count toward establishing a quorum, passage of any
proposal being considered at the Meeting will occur only if a sufficient number
of votes are cast for the proposal. Accordingly, votes to abstain, broker
non-votes and votes against will have the same effect in determining whether the
proposal is approved. A plurality of all votes cast at the Meeting is sufficient
to approve Proposals 1 and 2.

7
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In the event that sufficient votes in favor of any proposal set forth in
the Notice of this Meeting are not received by October 28, 1999, the persons
named in the enclosed form of proxy may propose one or more adjournments of the
Meeting to permit further solicitation of proxies. Any such adjournments 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 in the enclosed form of proxy 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 made. They will vote against any such
adjournments 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.

2000 ANNUAL MEETING

Stockholder proposals meeting tests contained in the proxy rules adopted by
the Securities and Exchange Commission may, under certain conditions, be
included in the Fund's proxy material for an annual meeting of stockholders.
Pursuant to these rules, proposals of stockholders intended to be presented at
the Fund's 2000 Annual Meeting of Stockholders must be received by the Fund on
or before May 1, 2000 to be considered for inclusion in the Fund's Proxy
Statement and form of proxy relating to that Annual Meeting. Receipt by the Fund
of a stockholder proposal in a timely manner does not insure the inclusion of
such proposal in the Fund's proxy material.

By Order of the Board of Directors,

WILLIAM H. BOHNETT
SECRETARY

Dated: September 8, 1999

PLEASE SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD NOW

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PROXY

THE FIRST PHILIPPINE FUND INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF STOCKHOLDERS -- OCTOBER 28, 1999

The undersigned hereby appoint Leopoldo M. Clemente, Jr. and William H.
Bohnett, and each of them, the proxies of the undersigned, with power of
substitution is entitled to vote at the Annual Meeting of Stockholders of The
First Philippine Fund Inc. to be held at the offices of Clemente Capital, Inc.
152 West 57th Street, New York, New York 10019 on Thursday, October 28, 1999 at
9:30 A.M., New York time, and at any adjournments thereof.

Unless otherwise specified in the spaces provided, the undersigned's vote
will be cast FOR Items (1) and (2).

(Continued, and to be signed and dated, on the reverse side)

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/X/ Please mark your
votes as in this
example

FOR all nominees WITHHOLD
listed below (except AUTHORITY (to
as marked to the vote for all nominees
contrary below) listed below)

1. THE ELECTION
OF / / / /
DIRECTORS

NOMINEES: Lilla C. Clemente, Roberto de Ocampo,
Joseph A. O'Hare and Robert B. Oxnam

(Instruction: To withhold authority to vote for any
individual nominee, write that nominee's name on the
space provided below.)

- ----------------------------------------------------

FOR AGAINST ABSTAIN
2. RATIFICATION OF SELECTION OF
PRICEWATERHOUSECOOPERS LLP AS / / / / / /
INDEPENDENT ACCOUNTANTS

3. IN THEIR DISCRETION ON ANY OTHER
BUSINESS WHICH MAY PROPERLY COME / / / / / /
BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF.

<TABLE>
<S> <C> <C>
Votes MUST be indicated (x) in Black or Blue Ink.
Please Sign and Return Promptly in Enclosed
Envelope. No Postage is Required.

Signature(s)
Signature(s) of Joint Owner,
of Stockholder if any Date: , 1999
-------------------------- ------------------------ --------------------
</TABLE>

Please sign exactly as your name or names appear above. When signing as
attorney, executor, administrator, trustee or guardian, please give your
full title as such.