<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
- ------------------------------------------------------------------------------
Alliance Global Environment Fund, Inc.
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rule 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 (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.:
(3) Filing Party:
(4) Date Filed:
00250070.AJ4
<PAGE>
[LOGO OF ALLIANCE CAPITAL APPEARS HERE] ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
JUNE 20, 1995
To the Stockholders of Alliance Global Environment Fund, Inc.:
Notice is hereby given that an Annual Meeting of Stockholders (the "Meeting")
of Alliance Global Environment Fund, Inc. (the "Fund") will be held at the
offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on Tuesday, June 20, 1995 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated May 10, 1995:
1. To elect three Directors of the Fund, each such Director to hold
office for a term of three years, and until a successor is duly elected and
qualified;
2. To ratify or reject the selection of Ernst & Young LLP as independent
auditors of the Fund for its fiscal year ending October 31, 1995; and
3. To transact such other business as may properly come before the
Meeting.
The Board of Directors has fixed the close of business on April 28, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is
being solicited on behalf of the Board of Directors.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
May 10, 1995
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN AND
DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF
MAILED IN THE UNITED STATES. IN ORDER TO SAVE ANY ADDITIONAL EXPENSE OF FURTHER
SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
- --------------------------------------------------------------------------------
(R)This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
JUNE 20, 1995
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Alliance Global Environment
Fund, Inc. (the "Fund"), to be voted at the Annual Meeting of Stockholders of
the Fund (the "Meeting"), to be held at the offices of the Fund, 1345 Avenue of
the Americas, 33rd Floor, New York, New York 10105, on Tuesday, June 20, 1995
at 11:00 a.m. Such solicitation will be by mail and the cost will be borne by
the Fund. The Notice of Meeting, Proxy Statement and Proxy Card are being
mailed to stockholders on or about May 10, 1995.
The Board of Directors has fixed the close of business on April 28, 1995 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and at any adjournment thereof. The outstanding
voting shares of the Fund as of April 28, 1995 consisted of 6,907,169 shares of
common stock. All properly executed proxies received prior to the Meeting will
be voted at the Meeting in accordance with the instructions marked thereon or
otherwise provided therein. Accordingly, unless instructions to the contrary
are marked, proxies will be voted for the election of three Directors and for
the ratification of Ernst & Young LLP as the Fund's independent auditors for
its fiscal year ending October 31, 1995. Any stockholder may revoke that
stockholder's proxy at any time prior to exercise thereof by giving written
notice to the Secretary of the Fund at 1345 Avenue of the Americas, New York,
New York 10105, by signing another proxy of a later date or by personally
voting at the Meeting.
A quorum for the Meeting will consist of a majority of the shares outstanding
and entitled to vote. In the event that a quorum is not represented at the
Meeting or, even if a quorum is so represented, in the event that sufficient
votes in favor of any proposal set forth in the Notice of Meeting are not
received by June 20, 1995, the persons named as proxies may propose and vote
for one or more adjournments of the Meeting with no other notice than
announcement at the Meeting, and further solicitation of proxies with respect
to such proposal may be made. Shares represented by proxies indicating a vote
against any proposal will be voted against adjournment.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors will be elected to serve for a term of three
years, and until their successors are elected and qualified. The affirmative
vote of a plurality of the votes cast at the Meeting is required to elect a
Director. It is the intention of the persons named in the enclosed proxy to
nominate and vote in favor of the election of the persons listed below.
<PAGE>
Pursuant to the Articles of Incorporation and the Bylaws of the Fund, the
Board of Directors has been divided into three classes. The term of office of
the first class will expire as of the Meeting (Class One), the term of office
of the second class will expire as of the annual meeting of stockholders to be
held in 1996 (Class Two), and the term of office of the third class will expire
as of the annual meeting of stockholders to be held in 1997 (Class Three). Upon
expiration of the term of office of each class as set forth above, those
persons then elected as Directors in that class will serve until the third
annual meeting of stockholders following their election. Mr. David H. Dievler,
the Hon. James D. Hodgson and Mr. Alan Stoga are the members constituting Class
One; Messrs. John D. Carifa, Richard M. Lilly and Robert C. White are the
members constituting Class Two; and Messrs. John H. Dobkin, W. H. Henderson,
Stig Host and the Hon. John C. West are members constituting Class Three.
As a result of this system, only those Directors in a single class may be
changed in any one year, and it would require two years to change a majority of
the Board of Directors (although, under Maryland law, procedures are available
for the removal of Directors even if they are not then standing for re-election
and, under Securities and Exchange Commission regulations, procedures are
available for including appropriate stockholder proposals in management's
annual proxy statement). This system of electing Directors, which may be
regarded as an "anti-takeover" provision, may make it more difficult for the
Fund's stockholders to change the majority of Directors and, thus, have the
effect of maintaining the continuity of management.
At the Meeting, the three Directors in Class One, Messrs. Dievler, Hodgson
and Stoga, are standing for re-election. Each nominee has consented to serve as
a Director. The Board of Directors knows of no reason why any of these nominees
will be unable to serve, but in the event of such inability, the proxies
received will be voted for such substitute nominees as the Board of Directors
may recommend.
Certain of the Fund's Directors and officers are residents of the United
Kingdom and substantially all of the assets of such persons may be located
outside of the United States. As a result, it may be difficult for U.S.
investors to effect service of process upon such Directors or officers within
the United States, or to realize judgments of courts of the United States
predicated upon civil liabilities of such Directors or officers under the
federal securities laws of the United States. The Fund has been advised that
there is substantial doubt as to the enforceability in the United Kingdom of
the civil remedies and criminal penalties afforded by the federal securities
laws of the United States. Also it is unclear if extradition treaties now in
effect between the United States and the United Kingdom would subject these
Directors and officers to effective enforcement of the criminal penalties of
the federal securities laws.
Certain information concerning the Directors is set forth below. Each is a
director or trustee of one or more of the other registered investment companies
managed by Alliance Capital Management L.P., the Fund's investment adviser (the
"Adviser").
2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
NAME, POSITIONS AND OFFICES WITH THE FUND, YEAR FIRST YEAR TERM DIRECTLY OR
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A AS DIRECTOR INDIRECTLY AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE APRIL 28, 1995
------------------------------------------- ---------- ------------ ------------------
<C> <S> <C> <C> <C>
* John D. Carifa, Chairman and President, 50. 1990 1996 2,000
President, Chief Operating Officer and a Di- (Class Two)
rector of Alliance Capital Management Corpora-
tion ("ACMC").***
**+ David H. Dievler, 65. Formerly a Senior Vice 1990 1998++ 500
President of ACMC. (Class One)
**+ John H. Dobkin, 53. President of Historic Hudson 1992 1997 -0-
Valley (historic preservation) since 1990. He (Class Three)
was formerly Director of the National Academy
of Design. From 1987 to 1992, he was a Director
of ACMC.
**+ W.H. Henderson, 68. Retired oil company execu- 1990 1997 -0-
tive and independent oil and gas consultant. (Class Three)
Director of Fidelity Japan OTC and Regional
Markets Fund.
**+ The Hon. James D. Hodgson, 79. Director of 1990 1998++ 500
United Television, Inc. (broadcasting). He was (Class One)
formerly U.S. Ambassador to Japan and U.S.
Secretary of Labor.
**+ Stig Host, 68. Chairman and Director of Kriti 1990 1997 630
Exploration, Inc. (oil and gas exploration and (Class Three)
production), Managing Director of Kriti Oil and
Minerals, N.V., Chairman of Kriti Properties
and Development Corporation (real estate),
Chairman of International Marine Sales, Inc.
(marine fuels), Director of Florida Fuels, Inc.
(marine fuels), President of Alexander Host
Foundation and Trustee of the Winthrop Focus
Funds.
**+ Richard M. Lilly, 64. President and Chief Exec- 1992 1996 1,000
utive Officer of Esso Italiana, S.p.A. from (Class Two)
1990 to 1992. From 1985 to 1989, he was Presi-
dent and Chief Executive Officer of Esso Eu-
rope-Africa Services and, previously, affili-
ated in other capacities with Exxon Corporation
since 1957.
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended, of the Fund because of affiliation with the Adviser.
** Member of the Audit Committee.
*** For purposes of this Proxy Statement, ACMC shall refer to Alliance Capital
Management Corporation, the general partner of the Adviser, and to the
predecessor general partner of the Adviser of the same name.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
NAME, POSITIONS AND OFFICES WITH THE FUND, YEAR FIRST YEAR TERM DIRECTLY OR
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A AS DIRECTOR INDIRECTLY AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE APRIL 28, 1995
------------------------------------------- ---------- ------------ ------------------
<C> <S> <C> <C> <C>
**+ Alan Stoga, 44. Managing Director and a member 1992 1998++ -0-
of the Board of Directors of Kissinger Associ- (Class One)
ates, Inc. He is also a member of the Board of
Visitors of the Claremont Graduate School--
Center for Politics and Economics, the New York
Council on Foreign Relations, the Board of the
Council of the Americas, the Board of the
Americas Society and the Argentine Chamber of
Commerce.
**+ The Hon. John C. West, 72. Attorney in private 1990 1997 825
practice, Distinguished Professor of Middle (Class Three)
East Studies, University of South Carolina and
Chairman of Seibecs Bruce Group, Inc. (property
and casualty insurance). Retired Director of
Whittaker Corp. (chemical and aerospace) and
Bio-Whittaker Corp. (technology). He was for-
merly Governor of South Carolina and U.S. Am-
bassador to Saudi Arabia.
**+ Robert C. White, 74. Formerly a Vice President 1990 1996 500
and Chief Financial Officer of the Howard (Class Two)
Hughes Medical Institute. Retired Director of
the MEDSTAT Group (healthcare information sys-
tems) and the Ambassador Funds and a retired
Trustee of the St. Clair Fund (registered in-
vestment companies). He was formerly Assistant
Treasurer of Ford Motor Company.
</TABLE>
- --------
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
During the fiscal year ended October 31, 1994, the Board of Directors met
four times. The Audit Committee met twice during the fiscal year ended October
31, 1994 for the purposes described below in Proposal Two. The Nominating
Committee did not meet during the fiscal year ended October 31, 1994. The
Nominating Committee was constituted for the purpose of selecting and
nominating persons to fill any vacancies on the Board of Directors. The
Nominating Committee of the Fund does not currently consider candidates
proposed by stockholders for election as Directors.
The Fund does not pay any fees to, or reimburse expenses of, its Directors
who are considered "interested persons" of the Fund. The aggregate compensation
paid by the Fund to each of the Directors during its fiscal year ended October
31, 1994, the aggregate compensation paid to each of the Directors during
calendar year 1994 by all of the funds to which the Adviser provides investment
advisory services (collectively, the "Alliance Fund Complex") and the total
number of funds in the Alliance Fund Complex with respect to which each of the
Directors serves as a director or trustee, are set forth below. Neither the
Fund nor any other fund in the Alliance Fund Complex provides compensation in
the form of pension or retirement benefits to any of its directors.
4
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF FUNDS
TOTAL IN THE ALLIANCE FUND
COMPENSATION COMPLEX, INCLUDING THE
AGGREGATE FROM THE ALLIANCE FUND, AS TO WHICH
NAME OF DIRECTOR COMPENSATION FUND COMPLEX, THE DIRECTOR IS
OF THE FUND FROM THE FUND INCLUDING THE FUND A DIRECTOR OR TRUSTEE
---------------- ------------- ------------------ ----------------------
<S> <C> <C> <C>
John D. Carifa.......... $ 0 $ 0 49
David H. Dievler........ $ 0 $ 0 42
John H. Dobkin.......... $ 4,250 $110,750 29
W.H. Henderson.......... $10,000 $ 22,250 5
Hon. James D. Hodgson... $10,000 $ 73,000 8
Stig Host............... $10,000 $ 22,250 5
Richard M. Lilly........ $10,000 $ 22,250 5
Alan Stoga.............. $10,000 $ 21,250 5
Hon. John C. West....... $10,000 $ 22,250 5
Robert C. White......... $10,000 $133,500 36
</TABLE>
As of April 28, 1995, the Directors and officers of the Fund as a group owned
less than 1% of the shares of the Fund.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT THE STOCKHOLDERS OF THE
FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF
THE FUND.
PROPOSAL TWO
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT AUDITORS OF THE FUND
The Board of Directors recommends that the stockholders ratify the selection
of Ernst & Young LLP, independent auditors, to audit the accounts of the Fund
for the fiscal year ending October 31, 1995. Their selection was approved by
the vote, cast in person, of a majority of the Directors, including a majority
of the Directors who are not "interested persons" of the Fund, as defined in
the Investment Company Act of 1940, as amended (the "Act"), at a meeting held
on September 15, 1994. Ernst & Young LLP has audited the accounts of the Fund
since the commencement of the Fund's operations, and does not have any direct
financial interest or any material indirect financial interest in the Fund.
A representative of Ernst & Young LLP is expected to attend the Meeting and
to have the opportunity to make a statement and respond to appropriate
questions from the stockholders. The Audit Committee of the Board of Directors
generally meets twice during each full fiscal year with representatives of
Ernst & Young LLP to discuss the scope of their engagement and review the
financial statements of the Fund and the results of their examination thereof.
THE BOARD OF DIRECTORS OF THE FUND RECOMMENDS THAT THE STOCKHOLDERS OF THE
FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE FUND.
5
<PAGE>
INFORMATION AS TO PRINCIPAL OFFICERS, THE INVESTMENT
ADVISER AND THE ADMINISTRATOR OF THE FUND
The principal officers of the Fund, their ages and their principal
occupations during the past five years are set forth below. Each of the
officers listed below currently serves as an officer of one or more of the
other registered investment companies sponsored by the Adviser.
John D. Carifa, Director, Chairman and President. (See Proposal One,
"Election of Directors," at page 3 for biographical information.)
Mark H. Breedon, 42, Vice President-Investments, is a Vice President of ACMC
and a Director and Senior Vice President of Alliance Capital Limited ("ACL").
Nicholas Crossland, 23, Vice President-Investments, is an Assistant Vice
President of ACL with which he has been associated since 1991. Previously, he
was a Trading Assistant with Brewin Dolphin.
Jonas Krumplys, 38, Vice President, is a Vice President of ACMC with which he
has been associated since 1991. Previously, he was an Assistant Vice President
of Waddell & Reed.
Daniel V. Panker, 56, Vice President, is a Senior Vice President of ACMC.
Mark D. Gersten, 44, Treasurer and Chief Financial Officer, is a Senior Vice
President of Alliance Fund Services, Inc. ("AFS").
Edmund P. Bergan, Jr., 45, Secretary, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS, and a Vice
President and Assistant General Counsel of ACMC.
The investment adviser and administrator for the Fund is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105.
Section 30(f) of the Act and the rules under Section 16 of the Securities Act
of 1934 require that the Directors and Officers of the fund and the Directors
of ACMC, among others, file with the Securities and Exchange Commission and the
New York Stock Exchange initial reports of ownership of shares of the Fund.
During 1994, required reports were not filed on a timely basis on behalf of
Ms. Madelon Devoe Talley and Messrs. Brian O'Neil and Jerry M. de St. Paer,
each a Director of ACMC. The report, in each case, related to Form 3.
DEFINITION OF "VOTE OF A MAJORITY OF THE
OUTSTANDING VOTING SECURITIES" OF THE FUND
The "vote of a majority of the outstanding voting securities" of the Fund, as
defined in Section 2(a)(42) of the Act, means the vote of (i) 67% or more of
the voting securities of the Fund present or represented at any meeting, if the
holders of more than 50% of the outstanding voting securities of the Fund are
present or represented by proxy, or (ii) more than 50% of the outstanding
voting securities of the Fund, whichever is less. The only voting securities of
the Fund are its outstanding shares of common stock.
6
<PAGE>
SUBMISSION OF PROPOSALS FOR THE NEXT
ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual meeting
of stockholders of the Fund must be received by the Fund by January 11, 1996
for inclusion in the Fund's proxy statement and form of proxy relating to that
meeting. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Stockholder
proposals are subject to certain regulations under federal securities laws.
OTHER MATTERS
Management of the Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders upon request and
without charge. To request a copy, please call Alliance Fund Services at (800)
227-4618 or contact Nancy Davis at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
May 10, 1995
New York, New York
7
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- --------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 1
Proposal Two: Ratification or Rejection of Selection of Independent
Auditors of the Fund..................................................... 5
Information as to Principal Officers, the Investment Adviser and the
Administrator of the Fund................................................ 6
Definition of "Vote of a Majority of the Outstanding Voting Securities" of
the Fund................................................................. 6
Submission of Proposals for the Next Annual Meeting of Stockholders....... 7
Other Matters............................................................. 7
Reports to Stockholders................................................... 7
</TABLE>
ALLIANCE GLOBAL
ENVIRONMENT FUND, INC.
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
JUNE 20, 1995
<PAGE>
APPENDIX
PROXY PROXY
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF ALLIANCE GLOBAL ENVIRONMENT
FUND, INC. (THE "CORPORATION"), IN CONNECTION WITH THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 20, 1995.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Emilie D. Wrapp and Carol H.
Rappa to vote all shares of the Common Stock of the Corporation
registered in the name of the undersigned at the Annual Meeting
of Stockholders of the Corporation to be held at 11:00 a.m.,
Eastern Time, on June 20, 1995 at the offices of the Corporation,
1345 Avenue of the Americas, 33rd floor, New York, New York,
10105, and at all adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying
Proxy Statement and hereby instructs said proxies to vote said
shares as indicated hereon.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER
DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR
ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED.
Please refer to the Proxy Statement for a discussion of each of
the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
Please sign this proxy exactly as your name appears on the books
of the Corporation. Joint owners should each sign personally.
Trustees and other fiduciaries should indicate the capacity in
which they sign, and where more than one name appears, a majority
must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ _____________________________
____________________________ _____________________________
____________________________ _____________________________
<PAGE>
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE With- For All
For hold Except
1. Election of Directors / / / / / /
Class One Directors (term expires in 1998):
DAVID H. DIEVLER, THE HON. JAMES D. HODGSON AND
ALAN STOGA
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
For Against Abstain
2. Ratification of the selection of / / / / / /
Ernst & Young LLP as the indepen-
dent auditors for the Corporation
for the fiscal year ending
October 31, 1995.
For Against Abstain
3. In their discretion, on such other / / / / / /
matters as may properly come before
the meeting or any adjournment
thereof.
Please be sure to sign and date this Proxy. Date ____________
Shareholder sign here __________________________________________
Co-owner sign here ____________________________________________
Mark box at right if comments or address change have been noted
on the reverse side of this card. / /
RECORD DATE SHARES:
