345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
Scudder New Europe Fund, Inc.
June 6, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Scudder New Europe Fund, Inc. (the
"Fund") is to be held at 8:30 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 card are enclosed.
At the Annual Meeting, the stockholders will elect three Directors and
consider the ratification of the selection of Coopers & Lybrand L.L.P. 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/Daniel Pierce
Nicholas Bratt Daniel Pierce
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>
SCUDDER NEW EUROPE FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
Scudder New Europe Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of Scudder New Europe
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 8:30 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 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 Coopers & Lybrand L.L.P. as independent accountants for the
fiscal year ending October 31, 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 Scudder New Europe 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 8:30 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 16,047,487 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 October 31, 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 in favor of the election of the three
nominees listed below as Directors of the Fund (Class II) to serve for a term of
three years, 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
three nominees as a Director of the Fund. Except for Mr. Elmlinger, each of the
nominees is now a Director of the Fund. Mr. Juris Padegs will serve as Director
of the Fund until July 24, 1996, at which time he will be retiring from the
Board. 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.
<TABLE>
<CAPTION>
Class II - Nominees to serve until 1999 Annual Meeting of Stockholders:
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director March 31, 1996 Class
- ---------- -------------------------- -------- -------------- -----
<S> <C> <C> <C> <C>
Paul Elmlinger (37)* Vice President and Assistant -- -- --
Secretary; Managing Director of
Scudder, Stevens & Clark, Inc.
Dr. Wilson Nolen (69) Consultant; Trustee, Cultural 1990 7,709 less than
Institutions Retirement Fund, Inc.; 1/4 of 1%
Director, Ecohealth, Inc.
(biotechnology company) (until 1996),
Chattem, Inc. (drug and chemical
company) (until 1993). Dr. Nolen
serves on the boards of an additional
16 funds managed by Scudder.
Ladislas O. Rice (70) Director, Huntingdon International 1990 900 less than
Holdings, plc (biological and 1/4 of 1%
environmental testing company),
Stanley Gibbons Holdings plc
(publisher) and Whittington Hospital
Trust; Deputy Chairman, Burton Group
plc (diversified retailer) (until
1993).
2
<PAGE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, each Director serving
for a term of three years. The terms of Class III and I Directors do not expire
this year. 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 III - Directors serving until 1997 Annual Meeting of Stockholders:
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director March 31, 1996 Class
- ---------- -------------------------- -------- -------------- -----
Daniel Pierce (62)*+ Chairman of the Board; Chairman of 1991 18,611 (3) less than
the Board and Managing Director of 1/4 of 1%
Scudder, Stevens & Clark, Inc.; and
Director, Fiduciary Trust Company
(bank and trust company) and
Fiduciary Company Incorporated (bank
and trust company). Mr. Pierce serves
on the boards of an additional 52
funds managed by Scudder.
Paul Bancroft III (66) Venture Capitalist and Consultant; 1990 7,000 less than
Retired President, Chief Executive 1/4 of 1%
Officer and Director, Bessemer
Securities Corp. (private investment
company); Director, Western Atlas,
Inc. (diversified oil services and
industrial automation company),
Measurex Corporation (process control
systems company). Mr. Bancroft serves
on the boards of an additional 15
funds managed by Scudder.
Richard M. Hunt (69) University Marshal and Senior 1990 6,000 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.
3
<PAGE>
Class I - Directors serving until 1998 Annual Meeting of Stockholders:
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director March 31, 1996 Class
- ---------- -------------------------- -------- -------------- -----
Nicholas Bratt (48)* President; Managing Director of 1989 1,437 less than
Scudder, Stevens & Clark, Inc.; and 1/4 of 1%
Director, Korea Society (private
society). Mr. Bratt serves on the
boards of an additional 15 funds
managed by Scudder.
Mary Johnston Evans (66) Director, Baxter International, Inc. 1990 400 less than
(health care), Saint-Gobain Corp. 1/4 of 1%
(industrial products manufacturer),
Delta Air Lines, Inc. (air lines),
Household International, Inc.
(financial services), The Sun
Company, Inc. (petroleum products)
and Dun & Bradstreet Corporation
(marketing and financial information
services). Ms. Evans serves on the
boards of an additional 6 funds
managed by Scudder.
William H. Luers (67) President, The Metropolitan Museum of 1990 348 (2) less than
Art; Director, IDEX Corporation 1/4 of 1%
(liquid handling equipment
manufacturer), Wickes Lumber Company
(building materials), Transco Energy
Company (natural gas transmission
company) (until 1995) and The
Discount Corporation of New York
(bond trading) (until 1993). Mr.
Luers serves on the boards of an
additional 10 funds managed by
Scudder.
All Directors and Officers as a group 44,409 0.27%
- ---------------------------
</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 and Pierce are
4
<PAGE>
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.
+ Mr. Pierce is a member of the Executive Committee of the Fund.
(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) Mr. Luers' shares are held with shared voting and investment power with a
member of his family.
(3) Mr. Pierce's shares include 16,100 held in a fiduciary capacity as to which
he shares investment and voting power.
(4) The total for the group includes 26,961 shares held with sole investment
and voting power and 17,448 shares held with shared investment and voting
power.
Section 30(f) of the Investment Company Act of 1940 (the "1940 Act"), as
applied to a fund, requires the fund's officers, 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.
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 October 31, 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 October 31, 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.
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
to nominate the nominees set forth above.
5
<PAGE>
Executive Officers
In addition to Messrs. Bratt, Padegs and Pierce, 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>
Year First
Present Office with the Fund; Became an
Name (Age) Principal Occupation or Employment (1) Officer (2)
---------- -------------------------------------- -----------
<S> <C> <C>
Carol L. Franklin (43) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (63) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
William E. Holzer (46) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
David S. Lee (62) Vice President; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
Edward J. O'Connell (51) Vice President and Assistant Treasurer; 1990
Principal of Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (43) Vice President and Assistant Secretary; Managing 1990
Director of Scudder, Stevens & Clark, Inc.
Thomas F. McDonough (49) Secretary; Principal of 1990
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (42) Treasurer; Managing Director of 1990
Scudder, Stevens & Clark, Inc.
Coleen Downs Dinneen (35) Assistant Secretary; Vice President of 1992
Scudder, Stevens & Clark, Inc.
</TABLE>
(1) Unless otherwise stated, all 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 $132,920, including expenses, for the fiscal year ended October
31, 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 Audit Committee meetings, for which such Director receives a fee of $750).
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.
6
<PAGE>
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 Complex. 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 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 a Director for
serving on the Board of a closed-end fund is greater than the compensation
received by a Director for serving on an open-end fund.
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1995
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
(1) (2) (3) (4) (5)
Aggregate Pension or Retirement Estimated Total Compensation
Compensation Benefits Accrued As Annual Benefits From the Fund and
Name of Person, from the Fund Part of Fund Upon Fund Complex
Position Complex Expenses Retirement Paid to Director
- ----------------------------------------------------------------------------------------------------------
Paul Bancroft III, $13,000 N/A N/A $142,067
Director (15 funds*)
Mary Johnston Evans, $13,000 N/A N/A $33,460
Director (7 funds)
Richard M. Hunt, $13,000 N/A N/A $24,875
Director (2 funds)
William H. Luers, $13,000 N/A N/A $102,267
Director (10 funds*)
Dr. Wilson Nolen, $13,000 N/A N/A $148,342
Director (16 funds*)
Ladislas O. Rice, $13,000 N/A N/A $13,000
Director (1 fund)
</TABLE>
* This does not include membership on the Board of Scudder Emerging Markets
Growth Fund which commenced operations on May 8, 1996.
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 Coopers & Lybrand
L.L.P. to act as independent accountants for the Fund for the fiscal year ending
October 31, 1996. Coopers & Lybrand L.L.P. 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 Coopers
& Lybrand L.L.P. are expected to be present at the Meeting and will have an
7
<PAGE>
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders or management.
The Fund's financial statements for the fiscal year ended October 31, 1995
were audited by Coopers & Lybrand L.L.P. In connection with its audit services,
Coopers & Lybrand L.L.P. reviewed the financial statements included in the
Fund's annual and semiannual 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
Coopers & Lybrand L.L.P. as independent accountants.
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 reallocations 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.
- ---------------------------
* 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>
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 $7,000. 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.
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>
PROXY SCUDDER NEW EUROPE 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 Paul Bancroft III, Nicholas Bratt and Daniel
Pierce, each with the power of substitution, as proxies for the undersigned to
vote all shares of Scudder New Europe 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 8:30 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 on the reverse side.
1. The election of Directors;
FOR__ WITHHOLD__
Nominees: Class II: Paul J. Elmlinger, Wilson Nolen and Ladislas O. Rice.
-------------------------------------------------
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name on the space provided above.)
2. Ratification of the selection of Coopers & Lybrand L.L.P. as independent
accountants; FOR___ AGAINST___ ABSTAIN___
<PAGE>
The Proxies are authorized to vote upon
such other business as may properly come
before the Meeting.
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 Signature______________ Date_____
names appear. When signing as attorney,
executor, administrator, trustee or Signature______________ Date_____
guardian, please give your full title as
such.
