THE NEW GERMANY FUND, INC.
31 West 52nd Street
New York, New York 10019
--------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 7, 1999
--------------------
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 3:00 P.M., New York time, on
June 7, 1999 at the offices of Deutsche Bank Securities Inc., 31 West 52nd
Street, 5th 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
PricewaterhouseCoopers LLP as independent accountants for the fiscal
year ending December 31, 1999.
3. To act upon, if presented, certain stockholder proposals.
Only holders of record of Common Stock at the close of business on April
30, 1999 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
Chief Operating Officer
and Secretary
Dated: May 3, 1999
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 7, 1999
---------------
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 3:00
P.M., New York time, on June 7, 1999 at the offices of Deutsche Bank Securities
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, FOR the ratification of the
selection of independent accountants and AGAINST each of the stockholder
proposals. 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 April 30, 1999 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 29,279,442 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 3, 1999.
The Board of Directors of the Fund has nominated four Directors for
election at the Meeting (Proposal 1) and approved the selection of
PricewaterhouseCoopers LLP as independent accountants to the Fund for the fiscal
year ending December 31, 1999, for ratification by the stockholders at the
Meeting (Proposal 2).
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.
<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 II expires at the 1999 Annual Meeting, Class III
at the next succeeding Annual Meeting and Class I at the following succeeding
Annual Meeting. Four Class II nominees are 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.
Wadsworth, Dr. Hopp, Mr. Matz, Mr. Zuhlsdorff and Mr. Dobson, who were elected
to the Board on June 19, 1992, June 18, 1993, April 24, 1995, October 21, 1996
and April 30, 1998, respectively.
The following Directors have been nominated for election at the 1999
Annual Meeting:
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at April 30, 1999(1)
----- --- ------------------ --------------------------------- -------------------------
<S> <C> <C> <C> <C>
John A. Bult(2)(3) 62 Director Chairman of PaineWebber 1,655
Class II International, Director of The
France Growth Fund, Inc. and
The Greater China Fund, Inc.
John H. Cannon 57 Director Vice President and Treasurer of the 172
Class II Woolworth Corporation.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at April 30, 1999(1)
----- --- ------------------ --------------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert H. 59 Director President of The Wadsworth Group, 2,869
Wadsworth(2)(5) First Fund Distributors, Inc.
Class II and Guinness Flight Investment
Funds, Inc., Vice President
of Professionally Managed
Portfolios and Advisors
Series Trust.
Peter Zuhlsdorff 59 Director Chairman, DIH-German Industrie --
Class II Holding. Chairman of the
Supervisory Board of GFK
AG. Deutz AG, Triangle
Venture Capital, Merck KGaA
and Escada AG. Member of
the Advisory Boards of
Melitta Unternehmensgruppe
Bentz KG, Diebels GmbH &
Co. KG and Member of the
District Advisory Board of
Deutsche Bank AG. Member of
the Board Escada (USA) Inc.
Chairman of the Board of
Wella AG (1991-1995).
Chairman of Kaiser's Kaffee
and Tengelmann
Unternehmensgruppe.
The following are Directors whose terms continue:
Michael W.R. 46 Chairman and Member of the Board of Managing --
Dobson(2)(3) Director Directors of Deutsche Bank AG,
Class I Holding GmbH, DWS Deutsche
Gesellschaft fur
Wertpapiersparen mbH,
Deutsche Asset Management
International GmbH,
Director of Anglo &
Overseas Trust Plc, General
Enterprise Management
Services Ltd.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at April 30, 1999(1)
----- --- ------------------ --------------------------------- -------------------------
<S> <C> <C> <C> <C>
Richard Karl 56 Director Vice Chairman and Chief Financial 5,753
Goeltz Officer of American Express
Class I Co., Group Chief Financial
Officer and Member of the
Board of Directors of
National Westminster Bank
Plc. (1992-1996). Director
and Executive Vice
President-Finance of Joseph
E. Seagram & Sons, Inc.
(1976-1992). Executive Vice
President-Finance of The
Seagram Company Ltd.
(1976-1992).
Christian H. 55 Director Managing Director of DWS- --
Strenger(2)(3)(4)(5) Deutsche Gesellschaft fur
Class I Wertpapiersparen mbH (since
1991). Chairman of Deutsche
Fund Management,Inc. (since
1997). Managing Director of
Deutsche Bank Securities
Corporation (1986-1991).
Dr. Franz Wilhelm 56 Director Member of the Board of Management --
Hopp of ERGO Versicherungsgruppe AG,
Class III VICTORIA Lebensversicherung AG
and VICTORIA Versicherung AG,
VICTORIA International AG,
VICTORIA Ruck AG, D.A.S.
Versicherungs-AG, Chairman of
the Supervisory Board of
VORSORGE Lebensversicherung AG.
Chairman of the Supervisory
Board of VICTORIA
Kapitalanlagegesellschaft mbH.
Member of the Supervisory Board
of Bankhaus Ellwanger &Geiger,
Former Member of the Board of
Management of VICTORIA Holding
AG, Chairman of the
Board of Management of
Wurttembergische
Lebensversicherung AG, Member of
the Board of Management of
Wurttembergische AG
Versicherungs-Beteiligungsgesellschaft,
Wurttembergische Versicherung AG
(1990-1995), Deputy Chairman of
the Supervisory Board of
Leonberger Bausparkasse AG.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Shares of Common Stock
Beneficially Owned,
Principal Occupations Directly or Indirectly,
Name Age Position with Fund During Past Five Years at April 30, 1999(1)
----- --- ------------------ --------------------------------- -------------------------
<S> <C> <C> <C> <C>
Ernst-Ulrich 65 Director Chief Financial Officer and --
Matz member of the Board of Directors
Class III of IWKA 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, 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 63 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>
- ----------
(1) As of April 30, 1999, all Directors and officers as a group owned less
than 1% of the outstanding Common Stock of the Fund.
(2) Indicates that Messrs. Bult, Dobson, Strenger and Wadsworth 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 Deutsche Bank Securities Inc. acts as manager.
(3) Indicates "interested" Director, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act"). Mr. Dobson is an "interested"
Director because of his affiliation with Deutsche Bank AG ("Deutsche
Bank"), of which Deutsche Bank Securities Inc. 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 Mr. Strenger owns shares of Deutsche Bank, of which Deutsche
Asset Management International GmbH ("DBAM") and Deutsche Bank Securities
Inc. are wholly-owned subsidiaries. As of April 30, 1999, Mr. Strenger
owned less than 1% of the outstanding shares of Deutsche Bank.
(5) Indicates that Messrs. Strenger and Wadsworth each also serves as a Trustee
of Deutsche Portfolios, an open-end registered investment company for which
Deutsche Bank Securities Inc. acts as sub-adviser of two portfolios and an
affiliate of Deutsche Bank Securities Inc. acts as investment manager. In
addition, Mr. Wadsworth serves as a Director of the DB New World Portfolio
Limited as well as the DB New World Fund Limited and LDC. Deutsche Bank AG
(New York Branch) acts as Investment Manager with respect to these three
funds and as Administrator of DB New World Portfolio Limited.
5
<PAGE>
The Board of Directors presently has an Audit Committee composed of
Messrs. Cannon, Wadsworth and Goeltz. 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 five times during the fiscal year ended
December 31, 1998. In addition, the Board has an Advisory Committee composed of
Messrs. Cannon, Wadsworth and Goeltz. The Advisory Committee makes
recommendations to the full Board with respect to the Management Agreement,
dated as of January 31, 1990 (the "Management Agreement"), between the Fund and
Deutsche Bank Securities Inc. and the Investment Advisory Agreement, dated as of
January 31, 1990 (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 Messrs. Cannon and Dobson 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 Deutsche Bank Securities Inc. 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 Mr. Zuhlsdorff, attended at least 75% of the aggregate number of
meetings of the Board and meetings of Board Committees on which that Director
served.
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 together with Deutsche Portfolios, an open-end investment comany,
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, 1998, and from the Fund and such
other three funds for the year ended December 31, 1998, for each Director who is
not an interested person of the Fund, and for all such Directors as a group:
Aggregate Compensation Total Compensation From
Name of Director From Fund Fund Complex
--------------- ---------------------- -----------------------
John H. Cannon $16,500 $ 16,500
Richard Karl Goeltz 15,750 15,750
Dr. Franz Wilhelm Hopp 9,750 9,750
Ernst-Ulrich Matz 11,250 11,250
Dr. Frank Tromel 11,250 11,250
Robert H. Wadsworth 17,250 72,750
Peter Zuhlsdorff 9,000 9,000
------- --------
Total $90,750 $146,250
======= ========
No compensation is paid by the Fund to Directors or officers who are
interested persons of the Fund, Deutsche Bank Securities Inc. or Deutsche Asset
Manangement International GmbH.
6
<PAGE>
The officers of the Fund other than as shown above are as follows (each
also serving as an officer of The Germany Fund, Inc. and The Central European
Equity Fund, Inc.):
Principal Occupations
Name Age Position with Fund During Past Five Years
----- --- ------------------- -----------------------------
Kenneth J. Tarr 54 President and Chief Executive Vice President,
Executive Officer Deutsche Bank AG, New York
Branch. Chairman, Deutsche
Bank Trust Co. and Deutsche
Morgan Grenfell Investment
Management, Inc. (since
1997). Principal, Weiss,
Peck & Greer, LLC.
(1994-1997).
Robert R. Gambee 56 Chief Operating Officer Director (since 1992), First
and Secretary Vice President (1987-1991)
and Vice President (1978-
1986) of Deutsche Bank
Securities Inc. Secretary
of Deutsche Funds, Inc.
(since 1997) and Assistant
Secretary of DB New World
Portfolio LTD. (since
1998).
Joseph Cheung 40 Chief Financial Officer Vice President (since 1996),
and Treasurer Assistant Vice President
(1994-1996) and Associate
(1991-1994) of Deutsche
Bank Securities Inc.
Laura Weber 27 Assistant Secretary and Assistant Vice President
Assistant Treasurer (since March, 1999) and
Associate of Deutsche Bank
Securities Inc.
(1997-February 1999).
Manager of Raymond James
Financial (1996-1997).
Portfolio Accountant of
Oppenheimer Capital
(1995-1996). Supervisor
(1994-1995) and Mutual Fund
Accountant (1993-1994) of
Alliance Capital
Management.
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 PricewaterhouseCoopers LLP
as independent accountants for the Fund for the fiscal year ending December 31,
1999. 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 PricewaterhouseCoopers LLP. A representative of
PricewaterhouseCoopers 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.
7
<PAGE>
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 PricewaterhouseCoopers LLP as independent
accountants for the fiscal year ending December 31, 1999.
ADDRESS OF INVESTMENT ADVISER AND MANAGER
The principal office of Deutsche Asset Management International GmbH, the
Fund's Investment Adviser, is located at Mainzer Landstrasse 16, 60325 Frankfurt
am Main, Federal Republic of Germany. The corporate office of Deutsche Bank
Securities Inc., the Fund's Manager, is located at 31 West 52nd Street, New
York, New York 10019.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of April 30, 1999, 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:
<TABLE>
<CAPTION>
Name and Address Amount and Nature Percent of
of Beneficial Owner of Beneficial Ownership Outstanding Common Stock
----------------- --------------------- -------------------------
<S> <C> <C>
FMR Corp.(1)(2) .............................. 2,889,100 9.979
82 Devonshire Street
Boston, MA 02109
Mira, L.P.(1) ................................ 1,558,400 5.102
One Chase Manhattan Plaza, 42nd Floor
New York, NY 10005
</TABLE>
- ----------
(1) This information is based exclusively on information provided by such
persons on Schedules 13G filed with respect to the Fund on February 1, 1999
and February 26, 1999, respectively. President and Fellows of Harvard
College had filed a Schedule 13G with respect to the Fund on February 12,
1999, but subsequently clarified on March 30, 1999, after being questioned
by the Fund's secretary, that they owned less than 5% of the outstanding
Common Stock of the Fund. To the knowledge of management, no other
Schedules 13D or 13G had been filed with respect to the Fund as of April
30, 1999.
(2) Such person reported that its beneficial ownership resulted from ownership
of shares of Common Stock of the Fund by various investment companies which
are advised by 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
The deadline for submitting stockholder proposals for inclusion in the
Fund's proxy statement and form of proxy for the Fund's Annual Meeting of
Stockholders in 2000 is January 3, 2000. Any stockholder proposal that is
intended to be presented at such Annual Meeting but not submitted for inclusion
in the Fund's proxy statement and form of proxy in accordance with the foregoing
sentence must be received by the Fund's Secretary at the address indicated on
the first page of this Proxy Statement not later than April 8, 2000. Any such
proposal received after such date will be considered untimely, and will be
excluded from the next Annual Meeting in accordance with the Fund's Advance
Notice By-law.
8
<PAGE>
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.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its annual report for the
fiscal year ended December 31, 1998 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
Chief Operating Officer
and Secretary
Dated: May 3, 1999
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>
[NEW GERMANY FUND LOGO OMITTED]
<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
April 30, 1999 at an Annual Meeting of Stockholders to be held on June 7, 1999
or any adjournment thereof.
1.ELECTION OF |_| FOR all nominees listed below |_| WITHHOLDING AUTHORITY
DIRECTORS. (except as marked to the nominees to vote for
contrary below) all listed 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 2002
Annual Meeting of Stockholders)
John A. Bult Robert H. Wadsworth
John H. Cannon Peter Zuhlsdorff
2. TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF
PricewaterhouseCoopers LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING
DECEMBER 31, 1999.
|_| APPROVE |_| DISAPPROVE |_| ABSTAIN
3. TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING
OR ANY ADJOURNMENT THEREOF.
<PAGE>
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 Proposal 1 and to APPROVE Proposal 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)______ 1999
(Signature)
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY USING THE ENCLOSED ENVELOPE.
