SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by registrant [X]
Filed by a party other than the registrant[ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
The New Germany Fund, Inc.
(Name of Registrant as Specified in Its Charter)
The New Germany Fund, 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 Rules 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:
(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:
<PAGE>
THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 29, 1995
--------------------
To our Stockholders:
Notice is hereby given that the Annual Meeting of Stockholders of The New
Germany Fund, Inc. (the "Fund") will be held at 2:00 P.M., New York time, on
June 29, 1995 at the offices of Deutsche Bank Securities Corporation, 31 West
52nd Street, 2nd Floor, New York, New York for the following purposes:
1. To elect four Directors.
2. To ratify the selection by the Board of Directors of Price Waterhouse
LLP as independent accountants for the fiscal year ending December 31,
1995.
3. To consider and act upon any other business as may come before the
meeting or any adjournment thereof.
Only holders of record of Common Stock at the close of business on May 10,
1995 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
Robert R. Gambee
Secretary
Dated: May 30, 1995
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE SIGN THE ENCLOSED PROXY
AND PROMPTLY RETURN IT TO THE FUND. IN ORDER TO AVOID THE ADDITIONAL EXPENSE TO
THE FUND OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION IN MAILING IN YOUR
PROXY PROMPTLY.
<PAGE>
THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
Annual Meeting of Stockholders
June 29, 1995
--------------------
PROXY STATEMENT
--------------------
This proxy statement is furnished by the Board of Directors of The New
Germany Fund, Inc. (the "Fund") in connection with the solicitation of proxies
for use at the Annual Meeting of Stockholders (the "Meeting") to be held at 2:00
P.M., New York time, on June 29, 1995 at the offices of Deutsche Bank Securities
Corporation, 31 West 52nd Street, 2nd Floor, New York, New York. The purpose of
the Meeting and the matters to be acted upon are set forth in the accompanying
Notice of Annual Meeting of Stockholders.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. However, if no instructions are specified, shares
will be voted FOR the election of Directors and FOR the ratification of the
selection of independent accountants. A Proxy may be revoked at any time prior
to the time it is voted by written notice to the Secretary of the Fund or a
subsequently executed proxy, or by attendance at the Meeting and voting in
person.
The close of business on May 10, 1995 has been fixed as the record date for
the determination of stockholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 32,649,671 shares of Common Stock
outstanding and entitled to vote. Each share will be entitled to one vote on
each matter that comes before the Meeting. It is expected that the Notice of
Annual Meeting, Proxy Statement and form of Proxy will first be mailed to
stockholders on or about May 30, 1995.
The election of Directors (Proposal 1) and the ratification of the
selection of Price Waterhouse LLP as independent accountants for the Fund
(Proposal 2) require the affirmative vote of the holders of a simple majority of
the shares represented at the Meeting. The Fund intends to treat properly
executed proxies that are marked "abstain" and broker non-votes (defined below)
as present for the purposes of determining whether a quorum has been achieved at
the Meeting. Under Maryland law, abstentions do not constitute a vote "for" or
"against" a matter and will be disregarded in determining the "votes cast" on an
issue. If a proxy is properly executed and returned accompanied by instructions
to withhold authority to vote, it represents a broker "non-vote" (that is, a
proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not have
discretionary power). The shares represented by broker non-votes or proxies
marked with an abstention will be considered to be present at the Meeting for
purposes of determining the existence of a quorum for the transaction of
business.
The date of this Proxy Statement is May 30, 1995.
<PAGE>
INTRODUCTION
The Board of Directors of the Fund has nominated four directors for
election at the Meeting (Proposal 1) and approved the selection of Price
Waterhouse LLP as independent accountants for the Fund for the fiscal year
ending December 31, 1995, for ratification by the stockholders at the Meeting
(Proposal 2). The effectiveness of each of Proposals 1 and 2 requires the
affirmative vote of the holders of a majority of the shares present at the
Meeting.
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's By-Laws provide that the Board of Directors be divided into
three classes of Directors serving staggered three-year terms. The term of
office for Directors in Class I expires at the 1995 annual meeting, Class II at
the next succeeding annual meeting and Class III at the following succeeding
annual meeting. Three Class I nominees and one Class III nominee are proposed in
this Proxy Statement for election.
Should any vacancy occur on the Board of Directors, the remaining
Directors, though less than a quorum, would be able to fill such vacancy for the
unexpired term by the vote of a majority of their number, as at present. Any
Director elected by the Board to fill a vacancy would hold office for the
unexpired portion of the term of the Director whose place has been filled. A
Director elected by the Board to fill a newly created directorship resulting
from an increase in the number of Directors will hold office until the next
election of the class for which that Director was chosen. If the size of the
Board is increased, the additional Directors will be apportioned among the three
classes to make all classes as nearly equal as possible.
Unless authority is withheld, it is the intention of the persons named in
the form of proxy to vote each proxy for the election of the nominees listed
below. Each nominee has indicated he will serve if elected, but if any nominee
should be unable to serve, proxies will be voted for any other person determined
by the persons named in the form of proxy in accordance with their judgment. Dr.
Breuer, Mr. Goeltz and Mr. Macmillan-Scott are currently members of the Board of
Directors. Mr. Matz was nominated for election as a Director at a meeting of the
Board of Directors on April 24, 1995.
Information Regarding Directors and Officers
The following table shows certain information about the Directors and the
nominee for election as Director, including beneficial ownership of Common Stock
of the Fund. Each of the incumbent Directors has served as a Director of the
Fund since the Fund's inception in 1990, except for Mr. Robert H. Wadsworth, who
was elected to the Board on June 19, 1992; Dr. Franz Wilhelm Hopp and Mr. Bert
Wasserman, who were elected to the Board on June 18, 1993; and Mr. James
Macmillan-Scott, who was elected to the Board on December 16, 1994.
2
<PAGE>
The following have been nominated for election at the 1995 Annual Meeting:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C>
Dr. Rolf-Ernst 57 Chairman, Member of the Board of Managing Directors --
Breuer(2)(3)(4) President and of Deutsche Bank AG. Chairman of the
Class I Director Supervisory Board of DBAM. Member
of the Board of Managing Directors of
Deutsche Bank North America Holding
Corp. Member of the Supervisory Board
of Badenwerk AG. Deputy Chairman
of the Supervisory Board of Durr
Beteiligungs AG. Member of the
Supervisory Board of Klockner Werke
AG. Chairman of the Supervisory Board
of Deckel MAHO AG. Member of the
Supervisory Board of Preussag AG.
Chairman of the Board of Directors of
Euroclear Clearance System Societe
Cooperative. Chairman of the Supervisory
Board of Deutsche Borse AG. Chairman
of the Supervisory Board of DLW AG.
Member of the Supervisory Board of
Salamander AG. Member of the
Supervisory Board of Dyckerhoff AG.
Richard Karl 51 Director Group Chief Financial Officer and Member 760
Goeltz of the Board of Directors of National
Class I Westminster Bank Plc. Director and
Executive Vice President-Finance of
Joseph E. Seagram & Sons, Inc. (1976-1991).
Executive Vice President-Finance
of The Seagram Company Ltd. (1976-1991).
James Macmillan- 43 Director Managing Director of DBSC. --
Scott(2)(3)(4) Chief Executive Officer of
Class I The Germany Fund, Inc.,
The New Germany Fund, Inc.
and The Future Germany Fund, Inc.
(1992-1994). Director of European
Equity of Merrill Lynch, Pierce, Fenner
& Smith Incorporated (1989-1992).
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- ----------------------
<S> <C> <C> <C>
Ernst-Ulrich 61 Director Chief Financial Officer and member of the --
Matz(5) Board of Directors of IWKA
Class III Aktiengesellschaft. Member
of the Supervisory Boards of Bopp &
Reuther AG, Ex Cell-O Holding AG,
Rotring International GmbH & Co. KG,
ARO S.A. (Chateau-du-Loir). Member of
the District Advisory Boards of Deutsche Bank
AG (Mannheim) and Gerling-Konzern.
Chairman of the Rumanian Group in the German
East-West Trade Committee. Member of
BDI (Bundesverband der Deutschen Industrie)
and DIHT (Deutscher Industrie-und Handelstag).
The following are Directors whose terms continue:
John A. Bult(2)(3) 58 Director Chairman of PaineWebber International, 1,240
Class II Director of PaineWebber Group, Inc.
Director of The Brazilian Equity
Fund, Inc., The France Growth Fund, Inc.
and The Greater China Fund, Inc.
John H. Cannon 53 Director Vice President and Treasurer of the 104
Class II Woolworth Corporation
Dr. Francis H. 69 Director Member of the Board of Directors and the 494
Schott Investment Committee, Mutual of America.
Class II Former member of the Board of Directors
of Federal Home Loan Bank of New York.
Senior Vice President and Chief Economist,
Equitable Life Assurance Society (1967-1991).
Robert H. 55 Director President of Robert H. Wadsworth 574
Wadsworth(2) & Associates, Inc. Member of the Board
Class II of Supervisory Directors of ML High
Yield-Treasury Securities Fund N.V.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C>
Dr. Franz Wilhelm 52 Director Member of the Board of Directors of Victoria --
Hopp Holding AG, Victoria Lebensversicherung AG
Class III and Victoria Versicherung AG. Former Chairman
of the Board of Wurttembergische Lebens-
versicherung AG, Member of the Board of
Wurttembergische AG Versicherungs-
Beteiligungsgesellschaft and Wurttembergische
Versicherung AG (1990-1995). Deputy Chair-
man of the Supervisory Board of Leonberger
Bausparkasse AG. Member of the Supervisory
Board of Bankhaus Ellwanger & Geiger.
Christian H. 51 Director Managing Director of DWS-Deutsche 502
Strenger(2)(3)(4) Gesellschaft fur Wertpapiersparen mbH
Class III (since 1991). Managing Director of
Deutsche Bank Securities Corporation
(1986-1991).
Dr. Frank Tromel 59 Director Chairman of the Board of Managing --
Class III Directors of Delton AG (since 1990).
Chairman of the Supervisory Board
of Ceag AG (since 1981). Chairman
of the Board of Managing Directors of
Altana AG (1987-1990). Member of the
Board of Managing Directors of Altana AG
(1977-1987).
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Directly or Indirectly,
Name Age Position with Fund Principal Occupations During Past Five Years at May 10, 1995 (1)
---- --- ------------------ -------------------------------------------- -----------------------
<S> <C> <C> <C> <C>
Bert W. Wasserman 62 Director Former Executive Vice President and Chief 44,569
Class III Financial Officer of Time Warner, Inc.
(1990-1994). Member of the Board of
Directors of Time Warner, Inc. (1990-1993).
Member of the Office of the President and Board
of Directors of Warner Communications Inc.
(1981-1990). Member of the National Advisory
Board of Chemical Bank. Member of the
Board of Trustees of the Baruch School of
the College of the City of New York. Director
of various registered investment companies for
which The Dreyfus Corporation acts as
investment adviser. Director of Mountasia
Entertainment International, Inc. Director
of the Lilian Vernon Corporation.
</TABLE>
- --------------
(1) As of May 10, 1995, all Directors and officers as a group owned less than
1% of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Macmillan-Scott, Strenger, Wadsworth and Dr.
Breuer each also serves as a Director of The Future Germany Fund, Inc. and
The Germany Fund, Inc., the two other closed-end registered investment
companies for which Deutsche Bank Securities Corporation, the manager of
the Fund ("DBSC" or the "Manager"), acts as manager.
(3) Indicates "interested" Director, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). Dr. Breuer is an "interested"
Director because of his affiliation with Deutsche Asset Management GmbH,
the investment adviser to the Fund ("DBAM" or the "Investment Adviser"),
with Deutsche Bank North America Holding Corp. and with Deutsche Bank AG
("Deutsche Bank"), of which DBSC is a wholly-owned indirect subsidiary; Mr.
Bult is an "interested" Director because of his affiliation with
PaineWebber Incorporated, a registered broker-dealer; Mr. Macmillan-Scott
is an "interested" Director because of his affiliation with DBSC; and Mr.
Strenger is an "interested" Director because of his affiliation with
DWS-Deutsche Gesellschaft fur Wertpapiersparen ("DWS"), a majority-owned
subsidiary of Deutsche Bank.
(4) Indicates that Messrs. Macmillan-Scott, Strenger and Dr. Breuer each own
shares of Deutsche Bank, of which DBAM and DBSC are wholly-owned
subsidiaries. As of May 10, 1995, each such Director owned less than 1% of
the outstanding shares of Deutsche Bank, respectively.
(5) Mr. Matz is a member of the Mannheim District Advisory Board of Deutsche
Bank AG, an advisory group that meets on a yearly basis under the auspices
of Deutsche Bank to discuss financial and economic matters. For his role,
each member receives an honorarium from Deutsche Bank of DM 5,000 per year.
The Mannheim District Advisory Board has no management authority with
respect to Deutsche Bank or its subsidiaries and Mr. Matz is not an
employee of Deutsche Bank or any subsidiary.
6
<PAGE>
The Board of Directors presently has an Audit Committee composed of Messrs.
Cannon, Schott, Wadsworth and Wasserman. The Audit Committee makes
recommendations to the full Board with respect to the engagement of independent
accountants and reviews with the independent accountants the plan and results of
the audit engagement and matters having a material effect upon the Fund's
financial operations. The Audit Committee met twice during the fiscal year ended
December 31, 1994. In addition, the Board has an Advisory Committee composed of
Messrs. Cannon, Schott, Wadsworth and Wasserman. The Advisory Committee makes
recommendations to the full Board with respect to the Management Agreement
between the Fund and DBSC (formerly known as Deutsche Bank Capital Corporation)
and the Investment Advisory Agreement between the Fund and DBAM (formerly known
as Capital Management International GmbH of Deutsche Bank). The Advisory
Committee met once during the past fiscal year. At the present time, the Board
of Directors has no compensation or nominating committees, or other committees
performing similar functions.
During the past fiscal year, the Board of Directors had four regular
meetings and one special meeting, and each incumbent Director, with the
exception of Dr. Breuer and Mr. Goeltz, attended at least 75% of the aggregate
number of regular and special meetings of the Board and meetings of Board
Committees on which that Director served. However, each incumbent Director
attended at least 75% of the number of regular meetings of the board.
The Fund pays each of its Directors who is not an interested person of the
Fund, the Investment Adviser or the Manager an annual fee of $7,500 plus $750
for each meeting attended. Each such Director who is also a Director of The
Future Germany Fund, Inc. or The Germany Fund, Inc. also receives the same
annual and per-meeting fees for services as a Director of each such fund. Each
of the Fund, The Future Germany Fund, Inc. and The Germany Fund, Inc. reimburses
the Directors who are not interested persons of such fund, the Investment
Adviser or the Manager for certain out-of-pocket expenses, such as travel
expenses, in connection with Board meetings. The following table sets forth the
aggregate compensation from the Fund and such other two funds for the year ended
December 31, 1994, for each Director who is not an employee of Deutsche Bank,
DWS, DBSC or DBAM, and for all such Directors as a group:
Total Compensation From Fund,
Aggregate Compensation The Future Germany Fund, Inc.
Name of Director From Fund and The Germany Fund, Inc.
---------------- ---------------------- -----------------------------
John H. Cannon $ 14,250 $ 14,250
Dr. Franz Wilhelm Hopp $ 10,500 $ 10,500
Richard Karl Goeltz $ 9,750 $ 9,750
Dr. Francis H. Schott $ 15,000 $ 15,000
Dr. Frank Tromel $ 10,500 $ 10,500
Robert H. Wadsworth $ 15,750 $ 45,750
Bert W. Wasserman $ 15,750 $ 15,750
-------- --------
Total $ 91,500 $121,500
======== ========
No compensation is paid by the Fund to Directors or officers who are
employees of Deutsche Bank, DWS, DBSC or DBAM.
7
<PAGE>
The officers of the Fund other than as shown above are:
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
---- --- ------------------ --------------------------------------------
<S> <C> <C>
G. Richard Stamberger 48 Chief Executive Officer Managing Director of DBSC (since 1993).
and Executive Managing Director of C.J. Lawrence, Inc.
Vice President (1990-1993). Managing Director of
Prudential Equity Management Associates
at the Prudential Insurance Company of
America (1984-1989).
Robert R. Gambee 52 Vice President, Secretary Director of DBSC (since 1992). First Vice
and Treasurer President of DBSC (1987-1991).
Joseph Cheung 36 Assistant Secretary and Assistant Vice President (since 1994) and
Assistant Treasurer Associate (1991-1994) of DBSC. Senior
Accountant at Deloitte & Touche
(prior thereto).
</TABLE>
The officers of the Fund are elected annually by the Board of Directors at
their meeting following the Annual Meeting of Stockholders.
The Board unanimously recommends a vote FOR Proposal 1.
---
Required Vote. The affirmative vote of the holders of a majority of the
shares represented at the Meeting is required for the election of each Director.
PROPOSAL 2: SELECTION OF INDEPENDENT ACCOUNTANTS
A majority of members of the Board of Directors, including a majority of
the members of the Board of Directors who are not "interested" Directors (as
defined in the 1940 Act) of the Fund have selected Price Waterhouse LLP as
independent accountants for the Fund for the fiscal year ending December 31,
1995. The ratification of the selection of independent accountants is to be
voted upon at the Meeting and it is intended that the persons named in the
accompanying Proxy will vote for Price Waterhouse LLP. A representative of Price
Waterhouse LLP will be present at the Meeting and will have the opportunity to
make a statement and is expected to be available to answer appropriate questions
concerning the Fund's financial statements.
The Board unanimously recommends a vote FOR Proposal 2.
---
Required Vote. The affirmative vote of the holders of a simple majority of
the shares represented at the Meeting is required for the ratification of the
selection by the Board of Directors of Price Waterhouse LLP as independent
accountants for the fiscal year ending December 31, 1995.
8
<PAGE>
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of the Investment Adviser is located at Bockenheimer
Landstrasse 42, 60323 Frankfurt am Main, Federal Republic of Germany. The
corporate office of the Manager is located at 31 West 52nd Street, New York, New
York 10019.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 10, 1995, no person, to the knowledge of management, owned of
record or beneficially, more than 5% of the outstanding Common Stock of the
Fund.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of stockholders arise,
including any question as to an adjournment of the Meeting, the persons named in
the enclosed Proxy will vote thereon according to their best judgment in the
interests of the Fund.
STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the Fund's Annual Meeting
of Stockholders in 1996 must be received by the Fund on or before January 25,
1996, in order to be included in the Fund's proxy statement and form of proxy
relating to that meeting.
EXPENSES OF PROXY SOLICITATION
The cost of preparing, assembling and mailing material in connection with
this solicitation will be borne by the Fund. In addition to the use of mails,
proxies may be solicited personally by regular employees of the Fund or the
Manager or by telephone or telegraph. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation materials to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection. The Fund has also made arrangements with Morrow & Co., Inc. to
assist in the solicitation of proxies, if called upon by the Fund, at an
estimated fee of $7,500 plus reimbursement of normal expenses.
9
<PAGE>
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 1994 to any stockholder upon request. Such
requests should be directed by mail to The New Germany Fund, Inc., 31 West 52nd
Street, New York, New York 10019 or by telephone to 1-800-GERMANY.
Robert R. Gambee
Secretary
Dated: May 30, 1995
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE
THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND RETURN
IT TO THE FUND.
10
<PAGE>
PROXY THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Robert R. Gambee and Joseph Cheung as
Proxies, each with the power of substitution, and hereby authorizes each of them
to represent and to vote, as designated below, all the shares of common stock of
The New Germany Fund, Inc. (the "Fund") held of record by the undersigned on May
10, 1995 at an Annual Meeting of Stockholders to be held on June 29, 1995 or any
adjournment thereof.
<TABLE>
<CAPTION>
<S> <C> <C>
1. ELECTION OF DIRECTORS. [ ] FOR all nominees listed below [ ] WITHHOLDING AUTHORITY
(except as marked to the contrary below) to vote for all nominees listed below
(Instruction: To withhold authority for any individual nominee strike a line through the nominee's name in the list below.)
CLASS I CLASS III
(to serve until the 1998 Annual Meeting of Stockholders) (to serve until the 1997 Annual Meeting of Stockholders)
Dr. Rolf-Ernst Breuer Ernst-Ulrich Matz
Richard Karl Goeltz
James Macmillan-Scott
</TABLE>
2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP
AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1995.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
<PAGE>
3. TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY COME BEFORE THE MEET-
ING 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.
When signing as attorney, executor, administrator, trustee or guardian,
please give full title as such. If a corporation, please provide the full name
of the corporation and the signature of the authorized officer signing on its
behalf.
-----------------------------------
Name (please print)
-----------------------------------
Name of Corporation (if applicable)
(By) (Date) 1995
-------------- -------
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
