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] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
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 (set forth the amount on which the filing fee
is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing
1) Amount previously paid:
---------------------------------------------------
2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 20, 1997
--------------------
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 20, 1997 at the offices of Deutsche Morgan Grenfell Inc., 31 West 52nd
Street, 5th Floor, New York, New York for the following purposes:
1. To elect six 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,
1997.
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 5,
1997 are entitled to notice of and to vote at this meeting or any adjournment
thereof.
If you have any questions or need further information, please contact
Morrow & Co., Inc., the Fund's proxy solicitors, at 909 Third Avenue, New York,
New York 10022, or 1-800-662-5200.
Robert R. Gambee
Secretary
Dated: May 9, 1997
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 20, 1997
--------------------
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 20, 1997 at the offices of Deutsche Morgan Grenfell
Inc., 31 West 52nd Street, 5th 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 5, 1997 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 33,073,896 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 9, 1997.
The Board of Directors of the Fund has nominated six Directors for election
at the Meeting (Proposal 1) and approved the selection of Price Waterhouse LLP
as independent accountants to the Fund for the fiscal year ending December 31,
1997, for ratification by the stockholders at the Meeting (Proposal 2). The
election of Directors (Proposal 1) requires the affirmative vote of a plurality
of the shares represented at the Meeting. Ratification of the selection of Price
Waterhouse LLP (Proposal 2) requires the affirmative vote 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. Because of the nature of
the business to be acted on at the Meeting, the Fund does not anticipate
receiving any broker "non-votes".
<PAGE>
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 III expires at the 1997 annual meeting, Class I at
the next succeeding annual meeting and Class II at the following succeeding
annual meeting. Three Class III nominees are proposed in this Proxy Statement
for election. In addition, two Class I nominees and one Class II nominee,
elected by Directors to fill vacancies on the Board, are also proposed in this
Proxy Statement for election.
Should any vacancy occur on the Board of Directors for reasons other than
an increase in the number of Directors, the remaining Directors, though less
than a quorum, would be able to fill such vacancy by the vote of a majority of
their number, as at present. Should any vacancy occur on the Board of Directors
as a result of an increase in the number of Directors, a majority of the entire
Board of Directors would be able to fill such vacancy. Any Director elected by
the Board to fill a vacancy would hold office until the next annual meeting of
shareholders. 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.
Information Regarding Directors and Officers
The following table shows certain information about the Directors,
including beneficial ownership of Common Stock of the Fund. Each 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, who was elected to the Board on June 18, 1993; Mr. Ernst-Ulrich Matz, who
was elected to the Board on April 24, 1995; Mr. Peter Zuhlsdorff, who was
elected to the Board on October 21, 1996; and Dr. Ronaldo H. Schmitz, who was
elected to the Board on April 18, 1997.
2
<PAGE>
The following Directors have been nominated for election at the 1997 Annual
Meeting:
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly or
Position with Principal Occupations During Indirectly,
Name Age Fund Past Five Years at May 5, 1997(1)
------ ----- ------------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
Dr. Franz Wilhelm 54 Director Member of the Board of Directors of --
Hopp Victoria Holding AG, Victoria
Class III Lebensversicherung AG and Victoria
Versicherung AG. Chairman of the
Supervisory Board of Victoria
Kapitalanlagegesellshaft mbH. Former
Chairman of the Board of
Wurttembergische Lebensversicherung
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 63 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
Supervisory Boards of Bopp & Reuther
AG, Ex Cell-O Holding AG, Rotring
International GmbH & Co. KG, ARO
S.A. (Chauteau-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.
Dr. Frank Tromel 61 Director Chairman of the Board of Managing --
Class III Directors of Delton AG (since 1990).
Chairman of the Supervisory Board
of Ceag AG
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly or
Position with Principal Occupations During Indirectly,
Name Age Fund Past Five Years at May 5, 1997(1)
------ ----- ------------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
(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).
Peter Zuhlsdorff Director Chairman, DIH-German Industrie Holding. --
Class II Chairman of the Supervisory Board of
GFK AG. Member of the Supervisory
Boards of Deutsche Hypothekenbank
AG, Deutz AG, Salamander AG, Merck
KGaA and Escada AG. Member of the
District Advisory Boards of Melitta
Unternehmensgruppe Bentz KG, Diebels
GmbH & Co. KG and Deutsche Bank
AG. Advisor to McAndrew & Forbes.
Chairman of the Board of Wella AG
(1991-1995).
Dr. Ronaldo H. 58 Chairman, Member of the Board of Managing Directors --
Schmitz President and of Deutsche Bank AG, Chairman of the
Class I Director Boards of Managing Directors of
Deutsche Bank North America Holding
Corp. and Deutsche Morgan Grenfell Inc.
Chairman of the Supervisory Boards of
Metallgesellschaft AG and Tchibo
Holding AG. Member of the Supervisory
Boards of Bertelsmann AG, Deutsche
Beteiligungs AG, Glaxo Wellcome plc
and Rohm & Haas Company, Deutsche
Pfandbrief- und Hypothekenbank AG
(through 1996), Goedecke AG (through
1995), Gruner & Jahr AG (through
1995), Kaufhof Holding AG (through
1996), Villeroy & Boch AG (through
1995).
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of Common
Stock Beneficially
Owned, Directly or
Position with Principal Occupations During Indirectly,
Name Age Fund Past Five Years at May 5, 1997(1)
------ ----- ------------- ------------------------------- -------------------
<S> <C> <C> <C> <C>
Christian H. 53 Director Managing Director of DWS-Deutsche --
Strenger(2)(3)(4) Gesellschaft fur Wertpapiersparen mbH
Class I (since 1991). Managing Director of
Deutsche Bank Securities Corporation,
the predecessor to DMG (1986-1991).
The following are Directors whose terms continue:
Richard Karl 54 Director Vice Chairman and Chief Financial Officer 783
Goeltz of American Express Co., Group Chief
Class I Financial Officer and Member of the
Board of Directors of National
Westminster Bank Plc. (1991-1996)
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).
John A. Bult(2)(3) 60 Director Chairman of PaineWebber International, 1,278
Class II Director of PaineWebber Group, Inc.,
Director of The France Growth Fund, Inc.
and The Greater China Fund, Inc.
John H. Cannon 55 Director Vice President and Treasurer of the 104
Class II Woolworth Corporation. Director of the
German American Chamber of
Commerce, Inc.
Robert H. 57 Director President of Robert H. Wadsworth & 592
Wadsworth(2) Associates, Inc.
Class II
</TABLE>
- ------------------
(1) As of May 5, 1997, all Directors and officers as a group owned less than 1%
of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Strenger and Wadsworth and Dr. Schmitz 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. Schmitz is an "interested"
Director because of his affiliation 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; 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 Dr. Schmitz and Mr.Strenger each own shares of Deutsche
Bank, of which DBAM and DMG are wholly-owned subsidiaries. As of May 5,
1997, each such Director owned less than 1% of the outstanding shares of
Deutsche Bank.
5
<PAGE>
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 four times during the fiscal year ended
December 31, 1996. 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 and the Investment Advisory Agreement between the Fund
and DBAM. The Advisory Committee met once during the past fiscal year. The Board
has a Nominating Committee composed of Dr. Schmitz and 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. The Nominating Committee met twice during
the past fiscal year.
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, attended at least 75% of the aggregate number of meetings
of the Board and meetings of Board Committees on which that Director served.
Each incumbent Director, with the exception of Dr. Hopp, 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
Germany Fund, Inc. or The Central European Equity 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 Germany Fund, Inc. and The Central European Equity Fund,
Inc. (which three funds represent the entire Fund Complex advised by the Manager
and the Investment Adviser within the meaning of the applicable rules and
regulations of the Securities and Exchange Commission) reimburses the Directors
(except for those employed by the Deutsche Bank Group) for travel expenses in
connection with Board meetings. The following table sets forth the aggregate
compensation from the Fund for the fiscal year ended December 31, 1996, and from
the Fund and such other two funds for the year ended December 31, 1996, for each
Director who is not an interested person of the Fund, and for all such Directors
as a group:
Total Compensation From the Fund,
Aggregate The Germany Fund, Inc. and The
Name of Director Compensation Central European Equity Fund, Inc.
- ---------------- ------------ ----------------------------------
John H. Cannon $ 17,250 $ 17,250
Richard Karl Goeltz $ 12,000 $ 12,000
Dr. Franz Wilhelm Hopp $ 9,000 $ 9,000
Ernst-Ulrich Matz $ 10,500 $ 10,500
Dr. Frank Tromel $ 12,000 $ 12,000
Robert H. Wadsworth $ 15,750 $ 48,000
Peter Zuhlsdorff $ 2,625 $ 2,625
--------- ---------
Total $ 79,125 $ 111,375
========= =========
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund.
6
<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> <C>
G. Richard Stamberger 50 Chief Executive Officer Managing Director of DMG (since 1993).
and Executive Vice President, Deutsche Asset Management
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 Co. of America
(1984-1989).
Robert R. Gambee 54 Vice President, Director of DMG (since 1992). First Vice
Secretary and President of DMG (1987-1991).
Treasurer
Joseph Cheung 38 Assistant Secretary and Vice President (since 1996), Assistant Vice
Assistant Treasurer President (1994-1996) and Associate
(1991-1994) of DMG.
</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,
1997. 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 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, 1997.
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 5, 1997, no person, to the knowledge of management, owned of
record or beneficially more than 5% of the outstanding Common Stock of the Fund,
other than as set forth below:
Amount and Percent of
Name and Address Nature of Outstanding
of Beneficial Owner Beneficial Ownership Common Stock
------------------- -------------------- ------------
President and Fellows of Harvard
College(1) ............................. 1,766,954 5.4
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston, MA 02210
Franklin Mutual Advisers, Inc.(1)(2) ... 1,627,400 5.0
51 John F. Kennedy Parkway
Short Hills, NJ 07078
- ----------
(1) This information is based exclusively on information provided by such
person on a Schedule 13G filed with respect to the Fund on February 12,
1997. To the knowledge of management, no other Schedules 13D or 13G had
been filed with respect to the Fund as of May 5, 1997.
(2) Such person reported that its beneficial ownership resulted from ownership
of shares of the Common Stock of the Fund by one or more open or closed-end
investment companies or other managed accounts which are advised by direct
and indirect investment advisory subsidiaries of such person.
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 1998 must be received by the Fund on or before January 9,
1998, 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, 1996 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 1-800-437-6269.
Robert R. Gambee
Secretary
Dated: May 9, 1997
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.
9
<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
5, 1997 at an Annual Meeting of Stockholders to be held on June 20, 1997 or any
adjournment thereof.
1. ELECTION OF DIRECTORS. [ ] FOR all nominees [ ] WITHHOLDING
listed below AUTHORITY
(except as marked to vote for all
to the contrary below) nominees listed
below
(Instruction: To withhold authority for any individual nominee strike a line
through the nominee's name in the list below.)
<TABLE>
<CAPTION>
<S> <C> <C>
CLASS I CLASS II CLASS III
(to serve until the (to serve until the (to serve until the
1998 Annual Meeting of Stockholders) 1999 Annual Meeting of Stockholders) 2000 Annual Meeting of Stockholders)
Dr. Ronaldo H. Schmitz Peter Zuhlsdorff Dr. Franz Wilhelm Hopp
Christian H. Strenger Ernst-Ulrich Matz
Dr. Frank Tromel
</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,
1997.
[ ] 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)______ 1997
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
