<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
<PAGE>
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
ALLIANCE GLOBAL ENVIRONMENT FUND, INC.
LOGO
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MAY 23, 1996
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 Thursday, May 23, 1996 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated April 18, 1996:
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 the selection of Ernst & Young LLP as independent auditors of
the Fund for its fiscal year ending October 31, 1996; 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 12, 1996 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
April 18, 1996
- -------------------------------------------------------------------------------
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 THE FUND 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
MAY 23, 1996
----------------
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 Thursday, May 23,
1996 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 April 18, 1996.
The Board of Directors has fixed the close of business on April 12, 1996 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 12, 1996 consisted of 6,792,369 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, 1996. 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 May 23, 1996, 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.
1
<PAGE>
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.
Pursuant to the Articles of Incorporation and the Bylaws of the Fund, the
Board of Directors has been divided into three classes. The terms of office of
the members of Class Two will expire as of the Meeting, the terms of office of
the members of Class Three will expire as of the annual meeting of
stockholders to be held in 1997, and the terms of office of the members of
Class One will expire as of the annual meeting of stockholders to be held in
1998. 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. Messrs. John D.
Carifa, Richard M. Lilly and Robert C. White are the members constituting
Class Two; Messrs. John H. Dobkin, W. H. Henderson and Stig Host are members
constituting Class Three; and Mr. David H. Dievler, the Hon. James D. Hodgson
and Mr. Alan Stoga are the members constituting Class One.
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
reelection 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 "antitakeover" 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 Two, Messrs. Carifa, Lilly and
White, are standing for reelection. 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.
2
<PAGE>
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").
<TABLE>
<CAPTION>
NAME, POSITIONS AND OFFICES WITH NUMBER OF SHARES
THE FUND, BENEFICIALLY OWNED
AGE, PRINCIPAL OCCUPATIONS DURING YEAR FIRST YEAR TERM DIRECTLY OR
THE PAST FIVE YEARS AND OTHER BECAME A AS DIRECTOR INDIRECTLY AS OF
DIRECTORSHIPS DIRECTOR WILL EXPIRE APRIL 12, 1996
- --------------------------------- ---------- ------------- ------------------
<S> <C> <C> <C>
* John D. Carifa, Chairman and 1990 1999++ 2,000
President, 51. President, (Class Two)
Chief Operating Officer and a
Director of Alliance Capital
Management Corporation
("ACMC").***
**+ David H. Dievler, 66. 1990 1998 500
Independent Financial (Class One)
Consultant. Formerly a Senior
Vice President of ACMC and
Chairman of the Board of the
Fund.
**+ John H. Dobkin, 54. President 1992 1997 0
of Historic Hudson Valley (Class Three)
(historic preservation) since
1990. He was formerly Director
of the National Academy of De
sign. From 1987 to 1992, he
was a Director of ACMC.
**+ W.H. Henderson, 69. Retired 1990 1997 0
oil company executive and (Class Three)
independent oil and gas
consultant. Director of
Fidelity Japan OTC and
Regional Markets Fund.
**+ The Hon. James D. Hodgson, 1990 1998 500
80. Director of United (Class One)
Television, Inc.
(broadcasting). He was
formerly U.S. Ambassador to
Japan and U.S. Secretary of
Labor.
**+ Stig Host, 69. Chairman and 1990 1997 830
Director of Kriti Exploration, (Class Three)
Inc. (oil and gas exploration
and 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.
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with the Adviser.
** Member of the Audit Committee.
*** For purposes of this Proxy Statement, ACMC refers 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>
NAME, POSITIONS AND OFFICES WITH NUMBER OF SHARES
THE FUND, BENEFICIALLY OWNED
AGE, PRINCIPAL OCCUPATIONS DURING YEAR FIRST YEAR TERM DIRECTLY OR
THE PAST FIVE YEARS AND OTHER BECAME A AS DIRECTOR INDIRECTLY AS OF
DIRECTORSHIPS DIRECTOR WILL EXPIRE APRIL 12, 1996
--------------------------------- ---------- ----------- ------------------
<S> <C> <C> <C>
**+Richard M. Lilly, 65. President 1992 1999++ 1,000
and Chief Executive Officer of (Class Two)
Esso Italiana, S.p.A. from 1990
to 1992. From 1985 to 1989, he
was President and Chief
Executive Officer of Esso
Europe-Africa Services and,
previously, affiliated in other
capacities with Exxon
Corporation since 1957.
**+Alan Stoga, 45. President of 1992 1998 0
Ruder-Finn-Stoga, L.L.C., (Class One)
Managing Director and a member
of the Board of Directors of
Kissinger Associates, Inc. He
is also the President and
General Partner of Zemi
Investments, L.P.
**+Robert C. White, 75. Formerly a 1990 1999++ 500
Vice President and Chief (Class Two)
Financial Officer of the Howard
Hughes Medical Institute.
Retired Director of the MEDSTAT
Group (healthcare information
systems) and the Ambassador
Funds and a retired Trustee of
the St. Clair Fund (registered
investment 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, 1995, the Board of Directors met
four times. The Audit Committee met twice during the fiscal year ended October
31, 1995 for the purposes described below in Proposal Two. The Nominating
Committee did not meet during the fiscal year ended October 31, 1995. 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, 1995, the aggregate compensation paid to each of the Directors during
calendar year 1995 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 DIRECTOR OR TRUSTEE
---------------- ------------- ------------------ ----------------------
<S> <C> <C> <C>
John D. Carifa.......... $ 0 $ 0 48
David H. Dievler........ $ 3,450 $179,200 41
John H. Dobkin.......... $ 4,700 $117,200 28
W.H. Henderson.......... $10,000 $ 22,000 5
Hon. James D. Hodgson... $10,000 $ 64,750 8
Stig Host............... $10,000 $ 22,000 5
Richard M. Lilly........ $10,000 $ 22,000 5
Alan Stoga.............. $10,000 $ 22,000 5
Robert C. White......... $10,000 $133,200 36
</TABLE>
As of April 12, 1996, 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 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, 1996. 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 Act, at a meeting held on September 14, 1995. The affirmative vote of a
majority of the votes cast at the meeting is required to ratify such
selection. 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, 43, Vice President--Investments, is a Vice President of
ACMC and a Director and Senior Vice President of Alliance Capital Limited
("ACL"), with which he has been associated since prior to 1991.
Nicholas Crossland, 24, 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.
Jeremy R. Kramer, 34, Vice President--Investments, is a Vice President of
ACMC with which he has been associated since 1994. Previously, he was a
securities analyst with Neuberger & Berman.
Daniel V. Panker, 57, Vice President, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1991.
Mark D. Gersten, 45, Treasurer and Chief Financial Officer, is a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1991.
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, with which he has been
associated since prior to 1991.
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
Exchange 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 1995, there were no delinquent reports filed with
respect to the Fund.
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 December
19, 1996 for inclusion in the Fund's proxy statement and proxy card 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 the federal
securities laws.
6
<PAGE>
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.
The Fund has engaged Shareholder Communications Corporation, 17 State Street,
New York, New York 10004, to assist the Fund in soliciting proxies for the
Meeting. Shareholder Communications Corporation will receive a fee of $3,000
for its services plus reimbursement of out-of-pocket expenses.
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, Inc. at
(800) 227-4618 or contact Nancy Davis at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
According to information filed with the Securities and Exchange Commission,
as of December 31, 1995, Bowling Portfolio Management, Inc., 2651 Observatory
Avenue, Cincinnati, Ohio 45208, beneficially owned 552,132 shares, or 7.97%, of
the outstanding common stock of the Fund, and FMR Corp., 82 Devonshire Street,
Boston, Massachusetts 02109, beneficially owned 454,900 shares, or 6.59%, of
such common stock.
Edmund P. Bergan, Jr.
Secretary
April 18, 1996
New York, New York
7
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification of Selection of Independent Auditors of the
Fund..................................................................... 5
Information as to Principal Officers, the Investment Adviser and the
Administrator of the Fund................................................ 6
Submission of Proposals for the Next Annual Meeting of Stockholders....... 6
Other Matters............................................................. 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 MAY 23, 1996
<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 MAY 23, 1996.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Domenick Pugliese and/or
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 Daylight Time, on May 23, 1996 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
1. Election of Directors. For All
For Withhold Except
/ / / / / /
Class Two Directors (term expires in 1999)
JOHN D. CARIFA, RICHARD M. LILLY and
ROBERT C. WHITE
INSTRUCTION: TO WITHHOLD AUTHORITY FOR ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NOMINEE'S NAME.
2. RATIFICATION OF THE
SELECTION OF ERNST & For Against Abstain
YOUNG LLP as the / / / / / /
independent auditors
for the Corporation
for the fiscal year
ending October 31, 1996.
3. In their discretion on For Against Abstain
all such other matters / / / / / /
that may properly come
before the meeting or
any adjournments 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 the card.
RECORD DATE SHARES:
00250070.AJ8
