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 21, 1996
--------------------
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 21, 1996 at the offices of Deutsche Bank, 31 West 52nd Street, 5th Floor,
New York, New York for the following purposes:
1. To elect three 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,
1996.
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 6,
1996 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
Robert R. Gambee
Secretary
Dated: May 10, 1996
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 21, 1996
---------------
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 21, 1996 at the offices of Deutsche Bank, 31 West
52nd Street, 5th Floor, New York, New York, and any adjournments thereof. 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 6, 1996 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 32,857,898 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 10, 1996.
The election of Directors (Proposal 1) requires the affirmative vote of the
holders of a plurality of the shares represented at the Meeting. The
ratification of the selection of Price Waterhouse LLP as independent accountants
for the Fund (Proposal 2) requires 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 Fund does not
anticipate receiving any broker non-votes at the Meeting in light of the nature
of the matters to be acted upon at the Meeting.
The date of this Proxy Statement is May 10, 1996.
<PAGE>
INTRODUCTION
The Board of Directors of the Fund has nominated three 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, 1996, 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 II expires at the 1996 annual meeting, Class III
at the next succeeding annual meeting and Class I at the following succeeding
annual meeting. Three Class II nominees 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.
Each of the nominees is currently a member of the Board of Directors. The
manager of the Fund is Deutsche Morgan Grenfell/C. J. Lawrence Inc. ("DMG" or
the "Manager") and the investment adviser is Deutsche Asset Management GmbH
("DBAM" or the "Investment Adviser").
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; Mr. James
Macmillan-Scott, who was elected to the Board on December 16, 1994; and Mr.
Ernst-Ulrich Matz, who was elected to the Board on April 24, 1995.
2
<PAGE>
The following have been nominated for election at the 1996 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 6, 1996 (1)
---- --- ------------------ -------------------------------------------- ------------------
<S> <C> <C> <C> <C>
John A. Bult(2)(3) 59 Director Chairman of PaineWebber International, 1,278
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 54 Director Vice President and Treasurer of the 104
Class II Woolworth Corporation. Director of the
German American Chamber of
Commerce, Inc.
Robert H. 56 Director President of Robert H. Wadsworth 592
Wadsworth(2) & Associates, Inc. Director of The
Class II CountryBaskets Index Fund, Inc.
The following are Directors whose terms continue:
Dr. Rolf-Ernst 58 Chairman, Member of the Board of Managing Directors --
Breuer(2)(3)(4) President and of Deutsche Bank AG. Member of the
Class I Director Board of Managing Directors of Deutsche
Bank North America Holding Corp. AG.
Deputy Chairman of the Supervisory Board
of Durr Beteiligungs AG. Deputy Chairman
of the Supervisory Board of Klockner Werke
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. Member of the
Supervisory Board of Compagnie de Saint
Gobain S.A.
Richard Karl 53 Director Group Chief Financial Officer and Member 783
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).
</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 6, 1996 (1)
---- --- ------------------ -------------------------------------------- ------------------
<S> <C> <C> <C> <C>
James Macmillan- 44 Director Managing Director of DMG --
Scott(2)(3)(4) (since 1992). Chief Executive Officer
Class I of The Germany Fund, Inc.,
The New Germany Fund, Inc. and
The Central European Equity Fund, Inc.
(1992-1994). Director of European
Equity of Merrill Lynch, Pierce, Fenner
& Smith Incorporated (1989-1992).
Dr. Franz Wilhelm 53 Director Member of the Board of Directors of --
Hopp Victoria Holding AG, Victoria Lebens-
Class III versicherung AG and Victoria Versi-
cherung AG. Chairman of the Supervisory
Board of Victoria Kapitalanlagegesellshaft
mbH. 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
Chairman of the Supervisory
Board of Leonberger Bausparkasse
AG. Member of the Supervisory Board
of Bankhaus Ellwanger & Geiger.
Ernst-Ulrich 62 Director Chief Financial Officer and member of the --
Matz(5) Board of Directors of IWKA
Class III Aktiengesellschaft. Member of the
Board of Directors of KUKA Welding
Systems + Robot Corp. Member of the
SupervisoryBoards of Bopp & Reuther AG,
Ex Cell-O Holding AG, Rotring Inter-
national 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.
</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 6, 1996 (1)
---- --- ------------------ -------------------------------------------- ------------------
<S> <C> <C> <C> <C>
Christian H. 52 Director Managing Director of DWS-Deutsche --
Strenger(2)(3)(4) Gesellschaft fur Wertpapiersparen mbH
Class III (since 1991). Managing
Director of Deutsche Bank
Securities Corporation, the
predecessor to DMG (1986-1991).
Dr. Frank Tromel 60 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).
Bert W. Wasserman 63 Director Former Executive Vice President and 44,569
Class III Chief 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 Com-
munications Inc. (1981-1990). 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. and Lilian Vernon Corporation.
</TABLE>
- ---------------------
(1) As of May 6, 1996, 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 and Wadsworth and
Dr. Breuer each also serves as a Director of The Central European Equity
Fund, Inc. and The Germany Fund, Inc., the two other closed-end registered
investment companies for which DMG 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 DBAM, with Deutsche Bank North
America Holding Corp. and with Deutsche Bank AG ("Deutsche Bank"), of which
DMG is an indirect wholly-owned 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 DMG; 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 and Strenger and Dr. Breuer each own
shares of Deutsche Bank, of which DBAM and DMG are wholly-owned
subsidiaries. As of May 6, 1996, each such Director owned less than 1% of
the outstanding shares of Deutsche Bank.
5
<PAGE>
(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.
The Board of Directors presently has an Audit Committee composed of Messrs.
Cannon, 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, 1995. In addition, the Board has an Advisory Committee composed of Messrs.
Cannon, Wadsworth and Wasserman. The Advisory Committee makes recommendations to
the full Board with respect to the Management Agreement between the Fund and DMG
(formerly known as Deutsche Bank Securities Corporation) and the Investment
Advisory Agreement between the Fund and DBAM. The Advisory Committee met once
during the past fiscal year. During the current fiscal year, the Board of
Directors established a Nominating Committee composed of Dr. Breuer, Mr. Cannon
and Dr. Tromel. The Nominating Committee makes recommendations to the full Board
with respect to the selection of candidates to fill vacancies on the Board of
Directors intended to be filled by persons not affiliated with DMG or DBAM. The
Nominating Committee will consider suggestions from stockholders submitted in
writing to the Secretary of the Fund.
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. Hopp 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. 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
Central European Equity 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 Central European Equity 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, 1995, for each Director who is not an employee of
Deutsche Bank, DWS, DMG or DBAM, and for all such Directors as a group:
Total Compensation From Fund,
The Central European
Aggregate Compensation Equity Fund, Inc. and
Name of Director From Fund The Germany Fund, Inc.
--------------- ---------------------- ----------------------------
John H. Cannon $ 13,500 $ 13,500
Dr. Franz Wilhelm Hopp $ 9,750 $ 9,750
Richard Karl Goeltz $ 9,750 $ 9,750
Ernst-Ulrich Matz $ 7,250 $ 7,250
Dr. Francis H. Schott $ 13,500 $ 13,500
Dr. Frank Tromel $ 10,500 $ 10,500
Robert H. Wadsworth $ 13,500 $ 42,000
Bert W. Wasserman $ 11,250 $ 11,250
-------- --------
Total $ 89,000 $117,500
======== ========
6
<PAGE>
No compensation is paid by the Fund to Directors or officers who are
employees of Deutsche Bank, DWS, DMG or DBAM.
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 49 Chief Executive Officer Managing Director of DMG (since 1993).
and Executive President, Deutsche Asset Management
Vice President North America Inc. (since 1995).
Managing Director of C.J. Lawrence, Inc.
(1990-1993). Managing Director of
Prudential Equity Management Associates
at the Prudential Insurance Company of
America (1984-1989).
Robert R. Gambee 53 Vice President, Secretary Director of DMG (since 1992). First Vice
and Treasurer President of DMG (1987-1991).
Joseph Cheung 37 Assistant Secretary and Vice President (since 1996), Assistant Vice
Assistant Treasurer President (1994-1996) and Associate
(1991-1994) of DMG. Vice President and
Treasurer of The CountryBaskets Index
Fund, Inc. (since 1996).
</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 plurality 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,
1996. 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 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, 1996.
7
<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 6, 1996, 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 1997 must be received by the Fund on or before January 10,
1997, 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.
8
<PAGE>
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 1995 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 10, 1996
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.
<PAGE>
Attachment A
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
6, 1996 at an Annual Meeting of Stockholders to be held on June 21, 1996 or any
adjournment thereof.
1.ELECTION OF DIRECTORS. [ ] FOR all nominees [ ] WITHHOLDING AUTHORITY
listed below to vote for all
(except as marked nominees listed below
to the contrary below)
(Instruction: To withhold authority for any individual nominee strike a line
through the nominee's name in the list below.)
CLASS II
(to serve until the 1999 Annual Meeting of Stockholders)
John A. Bult
John H. Cannon
Robert H. Wadsworth
2.TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PRICE WATERHOUSE LLP AS
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1996.
[ ] APPROVE [ ] DISAPPROVE [ ] ABSTAIN
<PAGE>
3.TO CONSIDER AND ACT UPON ANY OTHER BUSINESS AS MAY COME BEFORE THE MEETING 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)__________1996
(Signsture)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
