AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 6, 1994
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
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Taurus MuniCalifornia Holdings, Inc.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Taurus MuniCalifornia Holdings, 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 Rule 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:
- - --------------------------------------------------------------------------------
- - ---------------
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
TAURUS MUNICALIFORNIA HOLDINGS, INC.
BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF 1994 ANNUAL MEETING OF STOCKHOLDERS
JUNE 17, 1994
------------------------
TO THE STOCKHOLDERS OF TAURUS MUNICALIFORNIA HOLDINGS, INC.:
Notice is hereby given that the 1994 Annual Meeting of Stockholders (the
"Meeting") of Taurus MuniCalifornia Holdings, Inc. (the "Fund") will be held at
the offices of Merrill Lynch Asset Management, 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, June 17, 1994 at 12:30 P.M. for the following
purposes:
(1) To elect a Board of Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of
Ernst & Young 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 April 25, 1994 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 20, 1994, 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: May 6, 1994
<PAGE>
PROXY STATEMENT
------------------------
TAURUS MUNICALIFORNIA HOLDINGS, INC.
BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1994 ANNUAL MEETING OF STOCKHOLDERS
JUNE 17, 1994
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Taurus MuniCalifornia Holdings,
Inc., a Maryland corporation (the "Fund"), to be voted at the 1994 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 Friday, June 17, 1994 at 12:30 P.M. The approximate mailing date
of this Proxy Statement is May 11, 1994.
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 the Board of Directors to serve for the
ensuing year 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 April 25, 1994 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 April 25, 1994, the Fund had outstanding
5,175,539 shares of common stock, par value $.10 per share ("Common Stock"), and
400 shares of auction market preferred stock, par value $.10 per share and
liquidation preference of $50,000 per share plus an amount equal to accumulated
but unpaid dividends thereon ("AMPS"). To the knowledge of the Fund, as of April
25, 1994, no person is the beneficial owner of more than five percent of its
outstanding shares of Common Stock or five percent of its outstanding AMPS.
With respect to Item 1, Election of Directors, holders of AMPS are entitled
to elect the two Directors designated below and holders of Common Stock and
AMPS, voting together as a class, are entitled to elect the remaining Directors.
Assuming a quorum is present, (i) election of the two Directors to be elected by
the holders of AMPS, voting separately as a class, will require the affirmative
vote of the holders of a majority of the AMPS, represented at the Meeting and
entitled to vote; (ii) election of the remaining Directors will require the
affirmative vote of the holders of a majority of the Common Stock and the AMPS
represented at the Meeting and entitled to vote, voting together as a single
class; and (iii) approval of Item 2, Selection of Independent Auditors, will
require the affirmative vote of the holders of a majority of the Common Stock
and the AMPS represented at the Meeting and entitled to vote, voting together as
a single class.
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>
ELECTION OF DIRECTORS
At the Meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected and
qualified. It is intended that all properly executed proxies will be voted
(unless such authority has been withheld in the proxy) as follows:
(1) All such proxies of the holders of AMPS, voting separately as a
class, in favor of the two (2) persons designated as Directors to be
elected by holders of AMPS; and
(2) All such proxies of the holders of Common Stock and AMPS, voting
together as a single class, in favor of the four (4) persons designated as
Directors to be elected by holders of Common Stock and AMPS.
The Board of Directors of the Fund knows of no reason why any of these
nominees will be unable to serve, but in the event of any such unavailability,
the proxies received will be voted for such substitute nominee or nominees as
the Board of Directors may recommend.
Certain information concerning the nominees, including their designated
classes, is set forth as follows:
TO BE ELECTED BY HOLDERS OF AMPS, VOTING SEPARATELY AS A CLASS
<TABLE><CAPTION>
SHARES
BENEFICIALLY
OWNED AT
APRIL 25, 1994
PRINCIPAL OCCUPATIONS --------------------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- - ------------------------------------- ----------- ------------------------------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Ronald W. Forbes(1)(2)............... 52 Professor of Finance, School of 1989 0 0
1400 Washington Avenue Business, State University of New
Albany, New York 12222 York at Albany, since 1989, and
Associate Professor prior thereto;
Member, Task Force on Municipal
Securities Markets, Twentieth
Century Fund.
Richard R. West(1)(2)................ 56 Professor of Finance, and Dean from 1989 0 0
482 Tepi Drive 1984 to 1993, New York
Southbury, Connecticut 06488 University Leonard N. Stern School
of Business Administration;
Professor of Finance at the Amos
Tuck School of Business
Administration from 1976 to 1984
and Dean from 1976 to 1983;
Director of Vornado, Inc. (real
estate investment trust),
Alexander's Inc. (retailer), Bowne
& Co., Inc. (financial printer) and
Smith Corona Corporation
(manufacturer of typewriters and
word processors).
</TABLE>
2
<PAGE>
TO BE ELECTED BY HOLDERS OF COMMON STOCK AND AMPS, VOTING TOGETHER AS A SINGLE
CLASS
<TABLE><CAPTION>
SHARES
BENEFICIALLY
OWNED AT
APRIL 25, 1994
PRINCIPAL OCCUPATIONS --------------------------
DURING PAST FIVE YEARS DIRECTOR COMMON
NAME AND ADDRESS OF NOMINEE AGE AND PUBLIC DIRECTORSHIPS(1) SINCE STOCK AMPS
- - ------------------------------ ----------- --------------------------------------------- ----------- ------------- -----------
<S> <C> <C> <C> <C> <C>
Cynthia A. Montgomery(1)(2)... 41 Professor, Harvard Business School since 1993 0 0
Harvard Business School 1989; Associate Professor, J.L. Kellogg
Soldiers Field Road Graduate School of Management, Northwestern
Boston, Massachusetts 02163 University, 1985-1989; Assistant Professor,
Graduate School of Business Administration,
the University of Michigan, 1979-1985;
Director, UNUM Corporation.
Charles C. Reilly(1)(2)....... 62 President and Chief Investment Officer of 1990 0 0
9 Hampton Harbor Road Verus Capital, Inc. from 1979 to 1990;
Hampton Bays, New York 11946 Senior Vice President of Arnhold and S.
Bleichroeder, Inc. from 1973 to 1990;
Adjunct Professor, Columbia University
Graduate School of Business since 1990;
Adjunct Professor, Wharton School,
University of Pennsylvania, 1990; Director,
Harvard Business School Alumni Association
Kevin A. Ryan(1)(2). ............... 61 Founder, current Director and 1992 0
127 Commonwealth Avenue Professor at the Boston University
Chestnut Hill, Center for the Advancement of
Massachusetts 02167 Ethics and Character; Professor of
Education at Boston University from
1982 until 1994; Formerly taught on
the faculties of the University
of Chicago, Stanford University
and The Ohio State University.
Arthur Zeikel(1)(3)........... 61 President and Chief Investment Officer of 1988 0 0
P.O. Box 9011 Fund Asset Management, L.P. ("FAM") since
Princeton, New Jersey 1977; President of MLAM since 1977 and
08543-9011 Chief Investment Officer since 1976;
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
("MLPF&S") since 1990 and Senior Vice
President thereof from 1985 to 1990;
Director of Merrill Lynch Funds
Distributor, Inc. ("MLFD").
</TABLE>
- - ---------------
(1) Each of the nominees is a director, trustee or member of an advisory board
of certain other investment companies for which FAM or MLAM acts as
investment adviser. See "Merrill Lynch Investment Company Directorships"
below.
(2) Member of Audit Committee of the Board of Directors.
(3) Interested person, as defined in the Investment Company Act of 1940, as
amended, of the Fund.
Committee and Board of Directors meetings. The Board of Directors has a
standing Audit Committee, which consists of Directors who are not "interested
persons" of the Fund within the meaning of the Investment Company Act of 1940,
as amended (the "Investment Company Act"). The
3
<PAGE>
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.
During the fiscal year ended October 31, 1993, the Board of Directors held
four meetings and the Audit Committee held five meetings. With the exception of
Ms. Montgomery, each of the Directors attended at least 75% of the total number
of meetings of the Board of Directors and, if a member, the total number of
meetings of the Audit Committee held during such period. Ms. Montgomery has
attended each meeting of the Board of Directors and the Audit Committee
subsequent to her appointment to the Board of Directors and the Audit Committee
on December 8, 1993.
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 ten percent 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 New York Stock Exchange.
Officers, directors and greater than ten percent 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 Forms 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent 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, except that Donald C. Burke inadvertently filed a late report to
disclose that at the time he was elected as an officer of the Fund, he owned no
shares of the Fund.
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 as a result of the position he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund, President of FAM and the President and
a Director of MLAM.
Compensation of Directors. FAM, the investment adviser, pays all
compensation to 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 FAM a fee of $1,000 per year plus $400 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,
which consists of all of the non-affiliated Directors, a fee of $1,000 per
year, together with such Director's out-of-pocket expenses relating to
attendance at meetings. These fees and expenses aggregated $21,362 for the
fiscal year ended October 31, 1993.
Merrill Lynch Investment Company Directorships. FAM or MLAM act as the
investment adviser for more than 90 other registered investment companies. Mr.
Zeikel is a trustee or director of each of these companies except for Merrill
Lynch Series Fund, Inc., Merrill Lynch Institutional Intermediate Fund and
Merrill Lynch Funds for Institutions Series. Each of the nominees is a trustee
of CMA Government Securities Fund, CMA Money Fund, CMA Treasury Fund, CMA
Tax-Exempt Fund, CMA Multi-State Municipal Series Trust, CBA Money Fund, Merrill
Lynch Strategic Dividend Fund
4
<PAGE>
and Merrill Lynch Municipal Series Trust. Each of the nominees is a director of
Merrill Lynch Corporate Bond Fund, Inc., Merrill Lynch Municipal Bond Fund,
Inc., The Corporate Fund Accumulation Program, Inc., The Municipal Fund
Accumulation Program, Inc., Merrill Lynch Senior Floating Rate Fund, Inc.,
MuniVest Fund, Inc., MuniVest Fund II, Inc., Merrill Lynch Global Utility Fund,
Inc., Merrill Lynch High Income Municipal Bond Fund, Inc., Merrill Lynch Fund
For Tomorrow, Inc., Merrill Lynch Senior Strategic Income Fund, Inc., Merrill
Lynch Senior High Income Portfolio, Inc., Merrill Lynch Senior High Income
Portfolio II, Inc. and Taurus MuniNewYork Holdings, Inc. In addition, Messrs.
Reilly and West are directors or trustees of Emerging Tigers Fund, Inc., Merrill
Lynch Dragon Fund, Inc., Merrill Lynch Healthcare Fund, Inc., Merrill Lynch
Global Holdings, Merrill Lynch Latin America Fund, Inc., Merrill Lynch
Short-Term Global Income Fund, Inc., Merrill Lynch Technology Fund, Inc.,
Merrill Lynch EuroFund, Merrill Lynch Global Bond Fund for Investment and
Retirement, Merrill Lynch Global Allocation Fund, Inc., Merrill Lynch Pacific
Fund, Inc., Merrill Lynch Developing Capital Markets Fund, Inc., Merrill Lynch
Americas Income Fund, Merrill Lynch International Equity Fund and Worldwide
DollarVest Fund, Inc. Mr. Zeikel is also a director of certain funds which are
neither registered under the Investment Company Act of 1940 nor offered in the
United States.
Officers of the Fund. The Board of Directors has elected six officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE><CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- - ----------------------------------------------------------------------------- -------------------- ----------- -----------
<S> <C> <C> <C>
Arthur Zeikel................................................................ President 61 1989
President and Chief Investment Officer of FAM since 1977, President of MLAM
since 1977 and Chief Investment Officer since 1976; President and Director
of Princeton Services since 1993; an Executive Vice President of ML & Co.
and MLPF&S since 1990; and a Senior Vice President from 1985 to 1990;
Director of MLFD.
Terry K. Glenn............................................................... Executive Vice 53 1989
Executive Vice President of FAM and MLAM since 1983 and Director since President
1991; Executive Vice President and Director of Princeton Services since
1993; President and Director of MLFD since 1986 and Director since 1991;
President of Princeton Administrators.
Vincent R. Giordano.......................................................... Vice President 49 1989
Senior Vice President of MLAM and FAM since 1984 and Vice President of MLAM
from 1980 to 1984; Portfolio Manager of MLAM since 1977; Senior Vice
President of Princeton Services since 1993.
Kenneth A. Jacob............................................................. Vice President 44 1989
Vice President of FAM and MLAM since 1984; employed by MLAM since 1978.
Gerald M. Richard............................................................ Treasurer 45 1989
Senior Vice President and Treasurer of MLAM and FAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Treasurer of MFLD
since 1984 and Vice President since 1981.
Mark B. Goldfus.............................................................. Secretary 47 1989
Vice President of MLAM and FAM since 1985; attorney in private practice
from 1981 to 1985.
</TABLE>
5
<PAGE>
Stock Ownership. At April 25, 1994, the Directors and officers of the Fund
as a group (11 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, an officer
and a Director of the Fund, and the other officers of the Fund owned an
aggregate of less than 1/4 of 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 Ernst &
Young ("E&Y"), independent auditors, to examine the financial statements of the
Fund for the current fiscal year. The appointment of E&Y continues a
relationship with the Fund that began in 1989. The Fund knows of no direct or
indirect financial interest of such firm 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.
E&Y also acts as independent auditors for Taurus MuniNewYork Holdings, Inc.
and for certain other investment companies advised by the Investment Adviser.
The Board of Directors of the Fund considered the fact that E&Y has been
retained as the independent auditors for such other entities in its evaluation
of the independence of E&Y with respect to the Fund.
Representatives of E&Y 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.
INFORMATION REGARDING THE
INVESTMENT ADVISORY AGREEMENT
On January 25, 1990, the Fund entered into an investment advisory agreement
(the "Investment Advisory Agreement") with FAM. On December 8, 1993, the Board
of Directors of the Fund approved the continuation of the Investment Advisory
Agreement for a period of one year. In their consideration of this matter, the
Directors received information relating to, among other things, alternatives to
the present arrangements, the nature, quality and extent of the advisory and
other services provided to the Fund by the Investment Adviser and its affiliate
and comparative data with respect to the advisory and management arrangements of
other investment companies. The Directors also received information as to the
profitability of the Investment Adviser and its affiliate for providing such
services. The stockholders last approved the continuance of the Investment
Advisory Agreement on June 12, 1992.
INFORMATION CONCERNING FAM
Effective January 1, 1994, FAM was reorganized as a Delaware limited
partnership. FAM (the general partner of which is Princeton Services, a
wholly-owned subsidiary of ML & Co.) is owned and controlled by ML & Co. and is
located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536. ML & Co. is
located at 250 Vesey Street, New York, New York 10281. The reorganization did
not result in a change of management of FAM, in any of its personnel, or in an
adverse change in its financial condition. Prior to the reorganization, FAM,
which was known as Fund Asset Management, Inc. ("FAMI"), was a Delaware
corporation which had been incorporated in 1976. Prior to its reorganization,
FAM was a wholly-owned subsidiary of MLAM, a Delaware corporation, which was
also reorganized as a Delaware limited partnership effective January 1, 1994.
MLAM was a wholly-owned
6
<PAGE>
subsidiary of ML & Co. prior to its reorganization, and continues to be owned
and controlled by ML & Co. after its reorganization. MLAM is also located at 800
Scudders Mill Road, Plainsboro, New Jersey 08536. MLAM or FAM acts as the
investment adviser to more than 90 other registered investment companies. In
addition, MLAM offers portfolio management and portfolio analysis services to
individuals and institutions. FAMI's audited balance sheet as of its most recent
fiscal year end is appended to this Proxy Statement as Exhibit A.
Securities held by the Fund may also be held by or be appropriate
investments for other funds or clients (collectively referred to as "clients")
for which MLAM or FAM acts as an adviser. Because of different investment
objectives or other factors, a particular security may be bought for one or more
clients when one or more other clients are selling the security. If purchases or
sales of securities for the Fund or other clients arise for consideration at or
about the same time, transactions in such securities will be made, insofar as
feasible, for the respective clients in a manner deemed equitable to all by MLAM
or FAM. To the extent that transactions on behalf of more than one client of
MLAM or FAM during the same period may increase the demand for securities being
purchased or the supply of securities being sold, there may be an adverse effect
on price.
The following table sets forth the name, title and principal occupation of
the principal executive officers of FAM and the directors of Princeton Services,
the general partner of FAM.
<TABLE><CAPTION>
NAME* TITLE PRINCIPAL OCCUPATION
- - ------------------------------------ ------------------------------------ ------------------------------------
<S> <C> <C>
Arthur Zeikel....................... President, and Chief Investment President and Chief Investment
Officer of FAM and Director of Officer of MLAM and FAM; Executive
Princeton Services Vice President of ML & Co.
Terry K. Glenn...................... Executive Vice President of FAM and Executive and Vice President of MLAM
Director of Princeton Services and FAM; Executive Vice President
of Princeton Services
Philip L. Kirstein.................. Senior Vice President and General Senior Vice President and General
Counsel of FAM and Director of Counsel of MLAM and FAM
Princeton Services
</TABLE>
- - ---------------
* Mr. Zeikel is presently a Director of the Fund. The address of Messrs. Zeikel,
Glenn and Kirstein is Box 9011, Princeton, New Jersey 08543-9011.
TERMS OF INVESTMENT ADVISORY AGREEMENT
The Investment Advisory Agreement provides that, subject to the direction
of the Board of Directors of the Fund, FAM is responsible for the actual
management of the Fund's portfolio and for the review of the Fund's holdings in
light of its own research analysis and analyses from other relevant sources. The
responsibility for making decisions to buy, sell or hold a particular security
rests with FAM, subject to review by the Board of Directors. FAM provides the
portfolio management for the Fund. Such portfolio management considers analyses
from various sources (including brokerage firms with which the Fund does
business), makes the necessary investment decisions and places transactions
accordingly. FAM is also obligated to perform certain administrative and
management services for the Fund and is obligated to provide all the office
space, facilities, equipment and personnel necessary to perform its duties under
the Investment Advisory Agreement.
7
<PAGE>
Investment Advisory Fee. The Investment Advisory Agreement provides that as
compensation for its services to the Fund, FAM receives from the Fund at the end
of each month a fee at an annual rate of 0.50% of the Fund's average weekly net
assets (i.e., the average weekly value of the total assets of the Fund, minus
the sum of accrued liabilities of the Fund and accumulated dividends on the
shares of AMPS). For purposes of this calculation, average weekly net assets are
determined at the end of each month on the basis of the average net assets of
the Fund for each week during the month. The assets for each weekly period are
determined by averaging the net assets at the last business day of a week with
the net assets at the last business day of the prior week. For the fiscal year
ended October 31, 1993, the investment advisory fee payable by the Fund to FAM
aggregated $423,500 (based upon average net assets of approximately $84.7
million). At March 31, 1994, the Fund had net assets of approximately $76.6
million. At this asset level the Fund's annual investment advisory fee would
aggregate approximately $383,000.
Payment of Expenses. The Investment Advisory Agreement obligates FAM to
provide investment advisory services and to pay all compensation of and furnish
office space for officers and employees of the Fund connected with the
investment and economic research, trading and investment management of the Fund,
as well as the fees of all Directors of the Fund who are affiliated persons of
FAM or any of its affiliates. The Fund pays all other expenses incurred in the
operation of the Fund, including, among other things, expenses for legal and
auditing services, taxes, costs of printing proxies, listing fees, stock
certificates and shareholder reports, charges of the Custodian and Transfer
Agent, Dividend Disbursing Agent and Registrar, fees and expenses with respect
to the issuance of preferred stock, Securities and Exchange Commission fees,
fees and expenses of unaffiliated Directors, accounting and pricing costs,
insurance, interest, brokerage costs, litigation and other extraordinary or
non-recurring expenses, mailing and other expenses properly payable by the Fund.
Accounting services are provided to the Fund by FAM, and the Fund reimburses FAM
for its costs in connection with such services. For the fiscal year ended
October 31, 1993, the Fund reimbursed $33,416 to FAM for such accounting
services.
Duration and Termination. The Investment Advisory Agreement will continue
in effect from year to year if approved annually (a) by the Board of Directors
of the Fund or by a majority of the outstanding shares of capital stock of the
Fund and (b) by a majority of the Directors who are not parties to such
agreement or interested persons (as defined in the Investment Company Act) of
any such party. Such agreement is not assignable and may be terminated without
penalty on 60 days' written notice at the option of either party thereto or by
the vote of the stockholders of the Fund.
PORTFOLIO TRANSACTIONS AND BROKERAGE COMMISSIONS
Subject to policies established by the Board of Directors of the Fund, FAM
is primarily responsible for the execution of the Fund's portfolio transactions
and the allocations of the brokerage. In executing such transactions, FAM seeks
to obtain the best results for the Fund, taking into account such factors as
price (including the applicable dealer spread), size of order, difficulty of
execution and operational facilities of the firm involved and the firm's risk in
positioning a block of securities. While FAM generally seeks reasonably
competitive commission rates, the Fund does not necessarily pay the lowest
commission or spread available. The portfolio securities of the Fund generally
are traded on a net basis and normally do not involve either brokerage
commissions or transfer taxes. The cost of portfolio securities transactions of
the Fund primarily consists of dealer or underwriter spreads. The Fund paid no
brokerage commissions in connection with portfolio transactions for the fiscal
year ended October 31, 1993.
8
<PAGE>
The Fund has no obligation to deal with any broker or group of brokers in
the execution of transactions in portfolio securities. Subject to obtaining the
best price and execution, brokers who provided supplemental investment research
to FAM, including MLPF&S, may receive orders for transactions by the Fund.
Information so received will be in addition to and not in lieu of the services
required to be performed by FAM under the Investment Advisory Agreement and the
expenses of FAM will not necessarily be reduced as a result of the receipt of
such supplemental information.
The securities in which the Fund primarily invests are traded in the
over-the-counter markets, and the Fund intends to deal directly with dealers who
make markets in the securities involved, except in those circumstances where
better prices and execution are available elsewhere. Under the Investment
Company Act, except as permitted by exemptive order, persons affiliated with the
Fund are prohibited from dealing with the Fund as principal in the purchase and
sale of securities. Since transactions in the over-the-counter market usually
involve transactions with dealers acting as principal for their own account, the
Fund will not deal with affiliated persons, including MLPF&S and its affiliates,
in connection with such transactions except that pursuant to an exemptive order
obtained by FAM, the Fund may engage in principal transactions with MLPF&S in
high quality, short-term, tax-exempt securities. For the fiscal year ended
October 31, 1993, pursuant to such order, the Fund engaged in one transaction
with MLPF&S in the aggregate amount of approximately $900,000 representing .60%
of the Fund's aggregate dollar amount of transactions. However, an affiliated
person of the Fund may serve as its broker in over-the-counter transactions
conducted on an agency basis. For the fiscal year ended October 31, 1993, the
Fund did not incur any charges in brokerage commissions.
The Board of Directors has considered the possibility of recapturing the
benefit of the Fund brokerage commissions, dealer spreads and other expenses of
possible portfolio transactions, such as underwriting commissions, by conducting
portfolio transactions through affiliated entities, including MLPF&S. For
example, brokerage commissions received by MLPF&S could be offset against the
investment advisory fee paid by the Fund to FAM. After considering all factors
deemed relevant, the Directors made a determination not to seek such recapture.
The Directors will reconsider this matter from time to time.
Periodic auctions are conducted for the AMPS by IBJ Schroder Bank & Trust
Company as auction agent (the "Auction Agent") for the Fund. The auctions
require the participation of one or more broker-dealers, each of whom enters
into an agreement with the Auction Agent. The Auction Agent after each auction
pays a service charge, from funds provided by the Fund, to each broker-dealer at
the annual rate of 1/4 of 1% calculated on the basis of the purchase price of
shares of AMPS placed by such broker-dealer at such auction. Pursuant to such
arrangement, the Fund paid an aggregate amount of $48,601 in commissions for the
fiscal year ended October 31, 1993. Of that amount, $48,184 was paid to MLPF&S
for its services as a broker-dealer.
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 each class of the Fund's securities entitled to vote at the
Meeting, present in person or by proxy), supplementary
9
<PAGE>
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 shares will be
voted "FOR" the Director nominees and "FOR" the ratification of E&Y as
independent auditors.
Broker-dealer firms, including MLPF&S, 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 New York 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
shareholders exists. The Fund also will count toward a quorum shares as to which
proxies are returned by record shareholders but which are marked "abstain" on
any Item. MLPF&S 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. However, abstentions will not be counted as votes cast.
Abstentions, therefore, will not have an effect on the vote on Item 2.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1995 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 January 9, 1995.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Dated: May 6, 1994
10
<PAGE>
EXHIBIT A
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
AS OF DECEMBER 31, 1993
AND
INDEPENDENT AUDITORS' REPORT
A-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
FUND ASSET MANAGEMENT, INC.:
We have audited the accompanying consolidated balance sheet of Fund Asset
Management, Inc. and subsidiary (the "Company") as of December 31, 1993. This
balance sheet is the responsibility of the Company's management. Our
responsibility is to express an opinion on the balance sheet based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the balance sheet is free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the balance sheet. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall balance sheet presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, such consolidated balance sheet presents fairly, in all
material respects, the financial position of the Company at December 31, 1993 in
conformity with generally accepted accounting principles.
DELOITTE & TOUCHE
Parsippany, New Jersey
February 28, 1994
A-2
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEET
<TABLE><CAPTION>
DECEMBER 31, 1993
-----------------
ASSETS
<S> <C>
Cash........................................................................................... $ 996,680
Receivable from affiliated companies:
Lease transactions........................................................................... 24,501,523
Sale of leased investment.................................................................... 48,312,532
Fund management fees receivable................................................................ 28,927,938
Investments in leases:
Leveraged leases............................................................................. 57,431,668
Sales-type lease............................................................................. 3,362,521
Investments in affiliated investment companies--(market: $19,731,088).......................... 18,181,262
Investment in affiliated limited partnership................................................... 31,109,264
-----------------
TOTAL ASSETS................................................................................... $ 212,823,388
-----------------
-----------------
LIABILITIES AND STOCKHOLDER'S EQUITY
LIABILITIES:
Payable to Merrill Lynch & Co., Inc. and affiliates............................................ $ 21,554,955
Deferred income taxes:
Arising from leveraged leases................................................................ 52,938,886
Arising from sales-type lease................................................................ 1,351,622
Other........................................................................................ 15,838,124
Other.......................................................................................... 8,501
-----------------
Total liabilities.............................................................................. 91,692,088
-----------------
STOCKHOLDER'S EQUITY:
Common stock, par value $1.00 per share--authorized 25,000 shares;
outstanding 1,000 shares..................................................................... 1,000
Additional paid-in capital..................................................................... 686,215,876
Retained earnings.............................................................................. 119,029,472
Proceeds receivable from Merrill Lynch & Co., Inc. from sale of subsidiaries................... (684,115,048)
-----------------
Total stockholder's equity..................................................................... 121,131,300
-----------------
TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY..................................................... $ 212,823,388
-----------------
-----------------
</TABLE>
See notes to consolidated balance sheet
A-3
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1993
ORGANIZATION
Fund Asset Management, Inc. and subsidiary (the "Company"), a wholly-owned
subsidiary of Merrill Lynch Investment Management Inc. (the "Parent"), or "MLIM"
which is an indirect wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML &
Co."), serves as an investment adviser to various registered open-end investment
companies. The company is also a lessor participant in certain leveraged and
sales-type lease agreements.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Income Taxes--The results of the operations of the Company are included in
the consolidated Federal and combined state and local income tax returns filed
by ML & Co. It is the policy of ML & Co. to allocate the tax associated with
such operating results to each respective subsidiary in a manner which
approximates the separate company method. In 1992, ML & Co. adopted Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS
109") which requires an asset and liability method in recording income taxes on
all transactions that have been recognized in the financial statements. SFAS 109
provides that deferred taxes be adjusted to reflect tax rates at which future
tax liabilities or assets are expected to be settled or realized.
TRANSACTIONS WITH AFFILIATES
The Company serves as an investment adviser for certain affiliated
investment companies. The Company maintains investments in certain of these
investment companies. Such investments are carried at the lower of cost or
market value. Market value is determined based upon quoted market prices.
The Company has an arrangement with Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S") an affiliate which provides that the Company, which
receives revenue as an investment adviser to certain investment companies (the
"Funds"), reimburse MLPF&S for certain costs incurred in processing transactions
involving shares of the Funds.
ML & Co. is the holder of the Company's excess cash, which is available on
demand to meet current liabilities. ML & Co. credits the Company for interest at
a floating rate approximating ML & Co.'s average borrowing rate, based on the
Company's average daily balances due to/from ML & Co.
The "Receivable from affiliated companies" arising from lease transactions
is summarized as follows:
<TABLE>
<S> <C>
Monies advanced to fund lease transactions................................ $ (103,476,954)
Tax benefits allocated to the Company by ML & Co.......................... 88,699,254
Other..................................................................... 39,279,223
-----------------
Total..................................................................... $ 24,501,523
-----------------
-----------------
</TABLE>
A-4
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET--(CONTINUED)
DECEMBER 31, 1993
TRANSACTIONS WITH AFFILIATES--(CONTINUED)
The Company has a 49 percent limited partnership interest in ML Plainsboro
Limited Partnership ("MLP") whose general partner is an affiliate. Profits and
losses are allocated to the Company based on its percentage interest.
During 1992, the Company sold its investment in Merrill Lynch Interfunding,
Inc. and Merlease Leasing Corp. to an affiliate at book value, resulting in a
receivable from ML & Co. This receivable is reflected as a reduction to
stockholder's equity.
INVESTMENTS IN LEASES
The Company is a lessor participant in leveraged leases.
Pertinent information relating to the Company's investments in leveraged
leases is summarized as follows:
<TABLE><CAPTION>
ESTIMATED
LENGTH OF RESIDUAL VALUE
LEASE EQUITY OF LEASED
TYPE OF PROPERTY (YEARS) INVESTMENT PROPERTY
- - ----------------------------------------------------- ----------- ----------- -----------------
<S> <C> <C> <C>
Generating plant..................................... 24-25 34.06% 15.0%
</TABLE>
Financing beyond the Company's equity interest in the purchase price of the
properties was furnished by outside parties in the form of long-term debt that
provides for no recourse against the Company and is secured by a first lien on
the properties and related rentals. At the end of the respective lease terms,
ownership of the properties remains with the Company.
The Company's net investment in leveraged leases is summarized as follows:
<TABLE>
<S> <C>
Rentals receivable (net of principal interest
on nonrecourse debt)...................................................... $ 66,075,030
Estimated residuals values of leased assets................................. 18,964,143
Less:
Unearned and deferred income.............................................. (26,617,505)
Allowance for uncollectibles.............................................. (990,000)
---------------
Investment in leveraged leases.............................................. 57,431,668
Less deferred taxes arising from leveraged leases........................... (52,938,886)
---------------
Net investment in leveraged leases.......................................... $ 4,492,782
---------------
---------------
</TABLE>
During 1993, the Company sold its equity interest in the chemical tanker
previously accounted for as a leveraged lease. The sale resulted in an after-tax
gain of $112,000.
A-5
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET--(CONTINUED)
DECEMBER 31, 1993
INVESTMENTS IN LEASES--(CONTINUED)
The Company's investment in the sales-type financing leases consisted of
the following elements at December 31, 1993:
<TABLE>
<S> <C>
Minimum lease payments receivable............................................. $ 3,672,000
Less:
Unearned income............................................................. (59,479)
Allowance for uncollectibles................................................ (250,000)
-------------
Investment in sales type financing leases..................................... $ 3,362,521
-------------
-------------
</TABLE>
At December 31, 1993 minimum lease payments receivable are $3,672,000 for
1994.
For Federal income tax purposes, the Company receives the investment tax
credit and has the benefit of tax deductions for (i) depreciation on the entire
amount of leased assets and (ii) interest on the outstanding long-term debt. For
state and local tax purposes, the Company also receives the benefits of tax
deductions from (i) and (ii) above. Since, during the early years of the leases,
those deductions exceed the Company's lease rental income, substantial excess
deductions are available to be applied against the Company's other income and
the consolidated income of ML & Co. In the later years of these leases, rental
income will exceed the related deductions and taxes will be payable (to the
extent that net deductions arising from additional leveraged lease transactions
do not offset such net lease income). Deferred taxes have been provided to
reflect these temporary differences.
INCOME TAXES
As part of the consolidated group, the Company transfers its current
Federal and state tax liabilities to MLIM. No such amounts were due to MLIM at
December 31, 1993.
PENSION PLAN
The Company participates in the ML & Co. Comprehensive Retirement Program (the
"Program") consisting of the Retirement Accumulation Plan ("RAP") and the
Employee Stock Ownership Plan (the "ESOP"). Under the Program, cash
contributions made by the Company and the ML & Co. stock held by the ESOP will
be allocated quarterly to participants' accounts. Allocations will be based on
years of service, age and eligible compensation. Actuarial data regarding the
Company's Plan participants is not separately available.
NAME CHANGE
Effective December 28, 1991, the Company's Parent, through an amendment of
its certificate of incorporation, changed its name to Merrill Lynch Investment
Management, Inc. ("MLIM"). MLIM does business under the name "Merrill Lynch
Asset Management."
A-6
<PAGE>
FUND ASSET MANAGEMENT, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED BALANCE SHEET--(CONTINUED)
DECEMBER 31, 1993
SUBSEQUENT EVENT
Effective January 1, 1994, Fund Asset Management, Inc. contributed certain
net investment advisory assets to Fund Asset Management, L.P., a newly formed
Delaware limited partnership, in exchange for a 99% limited partnership
interest. The general partner, Princeton Services, Inc. (a wholly-owned
subsidiary of ML & Co.) contributed 1% of the value of the net investment
advisory assets in exchange for its 1% general partnership interest. The
Partnership's profits and losses are to be allocated in proportion to the
capital contributions of the partners.
A-7
<PAGE>
_________________________________________________________________
BY SIGNING AND PROMPTLY RETURNING THE ENCLOSED PROXY YOU
MAY SAVE YOUR FUND THE EXPENSE OF ADDITIONAL SOLICITATION
COSTS.
_________________________________________________________________
THE ENCLOSED PROXY CARD HAS BEEN FORWARDED TO YOU BECAUSE
YOU WERE A SHAREHOLDER ON THE RECORD DATE.
IT IS IMPORTANT THAT YOU VOTE AND SIGN THIS PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
_________________________________________________________________
<PAGE>
AUCTION MARKET PREFERRED STOCK
TAURUS MUNICALIFORNIA HOLDINGS, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Arthur Zeikel, Terry K.
Glenn and Mark B. Goldfus as proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse hereof, all the shares
of Auction Market Preferred Stock of Taurus MuniCalifornia
Holdings, Inc. (the "Fund") held of record by the undersigned on
April 25, 1994, at the annual meeting of stockholders of the Fund
to be held on June 17, 1994 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 Proposals 1 and
2.
(Continued and to be signed on the reverse side)
<PAGE>
1. ELECTION OF DIRECTORS FOR all nominees WITHHOLD AUTHORITY
listed below to vote for all
(except as marked nominees listed
to the contrary below / /
below) / /
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.)
Ronald W. Forbes, Richard R. West, Charles C. Reilly, Kevin A. Ryan,
Cynthia A. Montgomery, Arthur Zeikel
2. Proposal to ratify the selection
of Ernst & Young as the
independent auditors of the Fund
to serve for the current fiscal
year.
FOR / / AGAINST / / ABSTAIN / /
3. 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
person.
Dated: _____________________, 1994
X _________________________________
Signature
X _________________________________
Signature, if held jointly
Please mark boxes /fill in completely/ or /x/ in blue or black
ink. Sign, Date and Return the Proxy Card Promptly Using the
Enclosed Envelope.
2
<PAGE>
COMMON STOCK
TAURUS MUNICALIFORNIA HOLDINGS, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This Proxy is solicited on behalf of the Board of Directors.
The undersigned hereby appoints Arthur Zeikel, Terry K.
Glenn and Mark B. Goldfus as proxies, each with the power to
appoint his substitute, and hereby authorizes them to represent
and to vote, as designated on the reverse hereof, all the shares
of Common Stock of Taurus MuniCalifornia Holdings, Inc. (the
"Fund") held of record by the undersigned on April 25, 1994, at
the annual meeting of stockholders of the Fund to be held on
June 17, 1994 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 Proposals 1 and
2.
(Continued and to be signed on the reverse side)
<PAGE>
1. ELECTION OF DIRECTORS FOR all nominees WITHHOLD AUTHORITY
listed below to vote for all
(except as marked nominees listed
to the contrary below / /
below) / /
(INSTRUCTION: To withhold authority to vote for any individual
nominee, strike a line through the nominee's name in the list
below.)
Charles C. Reilly, Kevin A. Ryan, Cynthia A. Montgomery, Arthur
Zeikel
2. Proposal to ratify the selection
of Ernst & Young as the
independent auditors of the Fund
to serve for the current fiscal
year.
FOR / / AGAINST / / ABSTAIN / /
3. 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
person.
Dated: _____________________, 1994
X _________________________________
Signature
X _________________________________
Signature, if held jointly
Please mark boxes /fill in completely/ or /x/ in blue or black
ink. Sign, Date and Return the Proxy Card Promptly Using the
Enclosed Envelope.
2
