THE CENTRAL EUROPEAN EQUITY 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
Central European Equity 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 October 31, 1999.
3. To transact such 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 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 CENTRAL EUROPEAN EQUITY 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 Central
European Equity 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 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 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 10,397,695 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 October 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. Because of the
affirmative votes required for Proposal 1, abstentions and broker non-votes will
have the same effect as votes "against" such Proposal. 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 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 Prof. Dr.
Kohler, Mr. Storr and Mr. Dobson, who were elected to the Board on May 10, 1991,
February 3, 1997, 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>
John A. Bult(2)(3) 62 Director Chairman of PaineWebber International, 3,246
Class II Director of The France Growth
Fund, Inc. and The Greater China Fund, Inc.
Hans G. Storr 67 Director President, Storr Investments. Chief 3,135
Class II Financial Officer of Philip Morris
Companies, Inc. (1979-1996), Member of the
Board of Directors of Philip Morris Companies,
Inc. (1982-1996), Chairman and Chief Executive
Officer of Philip Morris Capital Corporation
(1982-1996).
Dr. Juergen F. 59 Director Chairman of the Board of Executive --
Strube Directors of BASF AG. Chairman
Class II and President of BASF
Corporation (1985-1988).
2
<PAGE>
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>
Robert H. 59 Director President of The Wadsworth Group, First 1,482
Wadsworth(2)(5) Fund Distributors, Inc. and Guinness
Class II Flight Investment Funds, Inc. Vice
President of Professionally Managed
Portfolios and Advisors Series Trust.
The following are Directors whose terms continue:
Detlef Bierbaum(3) 56 Director Partner of Sal. Oppenheim Jr. & Cie --
Class I KGaA. Member of the Supervisory
Boards of Nanz Stiftung, ESCADA
Aktiengesellschaft, Scor Deutschland
Ruckversicherungs-Actiengesellschaft, Tertia
Handels-beteiligungsgesellschaft mbH and Douglas
AG.
Michael W.R. 46 Chairman and Member of the Board of Managing --
Dobson(2)(3) Director Directors of Deutsche Bank AG,
Class I Chairman of Deutsche Fonds
Holding GmbH, DWS Deutsche
Gesellschaft fur Wertpapiersparen
mbH, Deutsche Asset Management
International GmbH, Director of
Anglo & Overseas Trust Plc,
General Enterprise Management
Services Ltd.
Edward C. Schmults(5) 68 Director Member of the Board of Directors of 697
Class I Green Point Financial Corp.
Chairman of the Board of Trustees of The Edna
McConnell Clark Foundation. Senior Vice
President-External Affairs and General Counsel
of GTE Corporation (1984-1994). Deputy Attorney
General of the U.S., Department of Justice
(1981-1984). Partner, White & Case (1965-1973
and 1977-1981).
3
<PAGE>
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>
Prof. Dr. Claus 71 Director Member of the Administrative Board --
Kohler of Bundesanstalt fur Vereinigungsbedingte
Class III Sonderaufgaben (1995-1996). Member of the
Administrative Board of Treuhandanstalt
(1990-1994). Member of the Board of Governors
and of the Central Bank Council of Deutsche
Bundesbank (until 1990). Member of the Advisory
Board of Westfalische Hypothekenbank AG. Member
of the Advisory Panel to the Board of Governors
of the Central Bank of Oman. Member of the
Board (Kuratorium) of the Institute of
Empirical Economic Research. Professor of
Economics, University of Hannover. Professor of
Econo-mics, University of Frankfurt a.M.
Christian H. 55 Director Managing Director of DWS-Deutsche --
Strenger(2)(3)(4)(5) Gesellschaft fur Wertpapiersparen
Class III mbH (since 1991). Chairman of Deutsche
Fund Management, Inc. (since 1997). Managing
Director of Deutsche Bank Securities
Corporation (1986-1991).
Werner Walbrol(5) 61 Director President and Chief Executive Officer 200
Class III of the German American Chamber
of Commerce, Inc. and the European American
Chamber of Commerce, Inc. Member of the United
States German Youth Exchange Council. Director
of TUV Rheinland of North America, Inc. and DB
New World Fund, Limited and LDC. President and
Director of German American Partnership
Program, Director of AXA Nordstern Art
Insurance Corporation, Director of Deutsche
Funds Inc./Deutsche Portfolios Trust.
4
<PAGE>
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>
Otto Wolff von 80 Director Chairman of the Board of Otto Wolff --
Amerongen Industrieberatung & Beteiligungen
Class III GmbH (industrial consulting).
Chairman of the German East-West Trade
Committee. Honorary Chairman of the Association
of German Chambers of Industry and Commerce.
Chairman of the Board of Management of the Otto
Wolff Foundation. Member of the Atlantic
Advisory Council of United Technologies Corp.
(until 1992). Chairman of the Supervisory Board
of DWA, Deutsche Waggonbau AG, Chairman of the
Supervisory Board of Allbecon AG, Dusseldorf.
Member of the Advisory Council of Allianz
Versicherungs-AG (through 1994). Member of the
Advisory Council of Creditanstalt-Bankverein
until 1998. President of the German Society for
East European Studies until March 1999. Member
of the Board of Directors of the German Society
for Foreign Affairs. President of the German
Business Association in the Russian Federation,
Moscow.
</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 New Germany Fund, Inc., one of 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 1940 Act. Mr. Bierbaum
is an "interested" Director because of his affiliation with Sal. Oppenheim
Jr. & Cie KGaA, which is the parent company of a registered broker-dealer;
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 mbH ("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
<PAGE>
(5) Indicates that Messrs. Schmults, Strenger, Wadsworth and Walbrol 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, Messrs. Walbrol and
Wadsworth serve as Directors of the DB New World Portfolio Limited as well
as 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.
Each Director also serves as a Director of The Germany Fund, Inc., one of
the two other closed-end registered investment companies for which Deutsche Bank
Securities Inc. acts as manager.
The Board of Directors presently has an Audit Committee composed of
Messrs. Schmults, Wadsworth and Walbrol. 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 October 31, 1998. In addition, the Board has an Advisory Committee
composed of Messrs. Schmults, Wadsworth and Walbrol. The Advisory Committee
makes recommendations to the full Board with respect to the Management Agreement
between the Fund and Deutsche Bank Securities Inc. 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 Messrs.
Dobson, Wadsworth and Walbrol. 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.Wolff, 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 New 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 Germany Fund, Inc. and The New Germany Fund, Inc. (which three funds,
together with Deutsche Portfolios, an open-end investment company, 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 October 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:
6
<PAGE>
Aggregate Total
Compensation Compensation From
Name of Director From Fund Fund Complex
--------------- ------------- -----------------
Otto Wolff von Amerongen $ 9,000 $ 18,000
Prof. Dr. Claus Kohler 11,250 22,500
Edward C. Schmults 16,500 51,250
Hans G. Storr 15,750 30,750
Dr. Juergen F. Strube 9,750 19,500
Robert H. Wadsworth 18,000 72,750
Werner Walbrol 17,250 54,750
------- ---------------
Total $97,500 $269,500
======= ===============
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
Management International GmbH.
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 New Germany Fund,
Inc.):
<TABLE>
<CAPTION>
Name Age Position with Fund Principal Occupations During Past Five Years
----- --- ---------------- ----------------------------------------
<S> <C> <C> <C>
Kenneth J. Tarr 54 President and Chief Executive Vice President, Deutsche Bank
Executive Officer 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 Vice President
and Secretary (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), Assistant Vice
and Treasurer President (1994-1996) and Associate
(1991-1994) of Deutsche Bank Securities Inc.
Laura Weber 27 Assistant Secretary and Assistant Vice President (since March 1999)
Assistant Treasurer 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.
</TABLE>
7
<PAGE>
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 October 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.
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 October 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:
Name and Address Amount and Nature
of Beneficial Owner of Beneficial Ownership Percent of Class
----------------- --------------------- --------------
Lazard Freres &Co. LLC(1) .................594,928 5.72
30 Rockefeller Plaza
New York, New York 10020
(1) This information is based exclusively on information provided by this
company. To the knowledge of management, as of April 30, 1999 no other
Schedules 13D or 13G had been filed by any person who 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.
8
<PAGE>
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.
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 October 31, 1998 to any stockholder upon request. Such
requests should be directed by mail to: The Central European Equity Fund, Inc.,
31 West 52nd Street, New York, New York 10019 or by telephone to 1-800-437-6269.
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>
[CENTRAL EUROPEAN FUND LOGO OMITTED]
<PAGE>
PROXY THE CENTRAL EUROPEAN EQUITY 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 Central European Equity 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 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 II
(to serve until the
2002 Annual Meeting of Stockholders)
John A. Bult Dr. Juergen F. Strube
Hans G. Storr Robert H. Wadsworth
2.TO RATIFY THE SELECTION BY THE BOARD OF DIRECTORS OF PricewaterhouseCoopers
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING OCTOBER 31,
1999.
[ ]FOR [ ]AGAINST [ ]ABSTAIN
<PAGE>
3.TO TRANSACT SUCH OTHER BUSINESS AS MAY PROPERLY 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 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.
