<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:
[X] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Hilliard Lyons Growth 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 Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Common Stock
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(2) Aggregate number of securities to which transaction applies:
N/A
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(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):
N/A
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
N/A
-------------------------------------------------------------------------
(5) Total fee paid:
$125.00
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
Hilliard Lyons Center
Louisville, Kentucky 40202
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD FRIDAY, APRIL 19, 1996
A special meeting of stockholders ("Meeting") of the Hilliard Lyons Growth
Fund, Inc. (the "Fund"), will be held on Friday, April 19, 1996, at 9:30 a.m.
at Holiday Inn Lakeview in the York Room, Clarksville, Indiana, to vote on the
following proposals:
PROPOSAL 1. A proposal to convert the Fund from a diversified fund to a non-
diversified fund.
PROPOSAL 2. A proposal to elect the Fund's Board of Directors.
PROPOSAL 3. Any other matters that may properly come before the Meeting. (The
Board of Directors of the Fund does not know of any other matter that will come
before the Meeting.)
Only stockholders of record at the close of business on March 18, 1996 are
entitled to vote at the Meeting and any adjournments thereof.
JOSEPH C. CURRY, JR.
Secretary
March 20, 1996
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING AND
RETURNING THE ENCLOSED PROXY. THE ENCLOSED ADDRESSED ENVELOPE REQUIRES NO
POSTAGE AND IS PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
HILLIARD LYONS GROWTH FUND, INC.
Hilliard Lyons Center
Louisville, Kentucky 40202
----------------
PROXY STATEMENT
----------------
SPECIAL MEETING OF STOCKHOLDERS
APRIL 19, 1996
----------------
INTRODUCTION
This Proxy Statement ("Proxy Statement") is being furnished to stockholders
of the Hilliard Lyons Growth Fund, Inc. (the "Fund") in connection with the
solicitation of proxies by the Board of Directors of the Fund for use at the
Special Meeting of Stockholders (including any adjournments or postponements
thereof) to be held on April 19, 1996 (such meeting and any adjournments and
postponements thereof are hereinafter referred to as the "Meeting") for the
purposes set forth in the accompanying Notice of Special Meeting of
Stockholders.
Stockholders of the Fund of record at the close of business on March 18, 1996
(the "Record Date") are the only stockholders entitled to vote at the Meeting
(the "Stockholders"). shares of the Fund were issued and outstanding
as of March 18, 1996. Each share is entitled to one vote and each fractional
share is entitled to a proportionate fractional vote on each matter to be acted
upon at the Meeting by the Stockholders.
This Proxy Statement and Notice of Special Meeting of Stockholders with
accompanying proxy card ("Proxy") are being mailed to Stockholders on or about
March 20, 1996.
THE MEETING
MATTERS TO BE CONSIDERED AT THE MEETING
At the Meeting, holders of shares of common stock of the Fund will consider
and vote upon:
PROPOSAL 1. A proposal to convert the Fund from a diversified fund to a non-
diversified fund.
<PAGE>
PROPOSAL 2. A proposal to elect the Fund's Board of Directors.
PROPOSAL 3. Any other matters that may properly come before the Meeting. (The
Board of Directors of the Fund does not know of any other matter that will come
before the Meeting.)
In addition to the solicitation of proxies by mail, officers and employees of
J.J.B. Hilliard, W.L. Lyons, Inc., the Fund's distributor ("Hilliard Lyons"),
may solicit proxies in person or by telephone. Employees of Hilliard Lyons will
not be paid for their solicitation activities. Persons holding shares as
nominees will, upon request, be reimbursed for their reasonable expenses
incurred in sending soliciting materials to their principals. The cost of
solicitation will be borne by the Fund.
Shares represented by duly executed Proxies will be voted in accordance with
the instructions given. If no instructions are given, Proxies will be voted FOR
the specific Proposals set forth in the Proxies and, in accordance with the
best judgment of the persons named in the Proxies, on such other business that
may properly come before the Meeting. A Proxy may be revoked at any time by a
Stockholder before it is exercised by (i) sending a written revocation to
Samuel C. Harvey, President of the Fund, at Hilliard Lyons Center, Louisville,
Kentucky 40202, (ii) by properly executing a later dated Proxy and providing it
to the Fund prior to the Meeting, or (iii) by attending the Meeting and
specifically revoking such Proxy or Proxies and voting in person.
THOSE STOCKHOLDERS WHO WISH TO VOTE FOR OR AGAINST ALL OF THE NOMINEES FOR
THE BOARD OF DIRECTORS MAY CHECK A SINGLE BOX ON THE PROXY CARD, OR MAY VOTE
FOR OR AGAINST THE NOMINEES INDIVIDUALLY.
Required Vote for Conversion to Non-Diversified Fund
Approval of the proposal to convert the Fund to a non-diversified fund
requires the affirmative vote of a "majority of the outstanding voting
securities" of the Fund. As defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), a "majority of the outstanding voting
securities" means the vote of (i) 67% or more of the Fund's outstanding voting
securities present at a 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 Fund's outstanding voting securities, whichever is
less. If the Proposal is not approved by the stockholders, the Fund will
continue to operate as a diversified fund.
Required Vote for the Election of Directors
If a quorum is present in person or by proxy, the favorable vote of a
majority of shares represented at the Meeting is required to elect Directors.
The presence at the Meeting of the holders of one-third of the outstanding
shares of the Fund as of the Record Date, either in person or by Proxy,
constitutes a quorum. If any nominee is not approved by the Stockholders, the
Board will consider alternative nominations.
1. CONVERSION OF THE FUND TO A NON-DIVERSIFIED FUND
Background
Since its inception, the Fund has been operated as a diversified fund. A
diversified fund is subject to certain restrictions under the Investment
Company Act on the composition of its assets. Such restrictions
2
<PAGE>
require that with respect to 75% of the fund's assets, not more than 5% can be
invested in the securities of any one company and the Fund cannot own more than
10% of any company's outstanding voting securities. There are no limitations
with respect to the remaining 25% of a diversified fund's assets.
At the Meeting, the Stockholders will vote on the conversion of the Fund to a
non-diversified fund. Under the Investment Company Act, there are no
limitations on investments by a non-diversified fund. However, if the
conversion is approved, the Fund will continue to operate under the
diversification requirements of the Internal Revenue Code necessary to achieve
pass-through tax status. Under the Internal Revenue Code, with respect to 50%
of a non-diversified fund's assets, not more than 5% can be invested in the
securities of any one company and the Fund cannot own more than 10% of any
company's outstanding voting securities. With respect to the remaining 50% of a
non-diversified fund's assets, not more than 25% may be invested in the
securities of any one company.
Reasons For the Conversion
At a special meeting of the Board of Directors on December 21, 1995, the
Board of Directors unanimously voted in favor of converting the Fund to a non-
diversified fund. For the reasons described below, the Board of Directors
believes that the conversion will enhance the Fund's overall performance.
Management of the Fund employs an investment strategy which is often
described as a "bottom up" approach. Under this strategy, management of the
Fund makes investments after identifying individual companies, conducting
research into their business operations, and concluding that the stock of the
company is available at a price that will provide an above average return to
the Fund. This approach is in contrast to a "top down" strategy which attempts
to identify broad industry trends, economic trends, stock market trends,
earnings momentum trends, and other considerations to guide stock purchases. In
the latter approach individual stock selection is less important than an
accurate reading of future sector development. The main factors of success in
each approach are different. Using the "bottom up" approach it is important to
be right about a company's prospects, whereas in the "top down" method it is
important to be right about the predicted future trends.
Management of the Fund believes that, based upon the Fund's performance when
stock selection alone is taken into account, the Fund's "bottom up" approach
can be very successful. However, the proliferation of mutual funds, security
analysts, and competition for good investment ideas has made it increasingly
difficult for management to identify numerous, attractive investment ideas.
Conversion of the Fund to a non-diversified fund will allow the Fund's assets
to become more concentrated in those ideas which management identifies as the
most likely to produce significant capital appreciation.
At a larger asset size, the Fund's fixed expenses would be spread over a
larger base, reducing the expense to each stockholder and increasing the
return. The Fund's ability to increase its asset size by attracting new
investors is in part dependent upon its success in achieving its goal of
delivering above average performance. Management believes that by converting to
a non-diversified status, the Fund's performance could be improved and thus
provide it with a better chance of outperforming market averages. The
achievement of this goal would enhance the Fund's ability to attract new
investors and increase the Fund's asset base.
3
<PAGE>
Potential Risks Associated with Conversion
Management of the Fund also believes that, as a consequence of the Fund's
conversion to a non-diversified fund, the deviation of performance from the
general market, as measured by the S&P 500, would likely increase. Management
also believes that short-term volatility (the percentage absolute change in the
Fund's net asset value) would also increase. However, since the Fund's
investment selection process will not change, it is management's opinion that
the increased market deviation and volatility would not be substantial after
the conversion. Furthermore, on a longer term basis, management does not
believe that the risk of absolute loss would be increased by adopting a non-
diversified status. Rather, management believes that because the Fund's
performance would be enhanced by the conversion to non-diversified status, the
risk of absolute loss should decrease over the long run.
The Board of Directors of the Fund recommends that the Stockholders vote FOR
approval of the conversion to a non-diversified fund.
2. ELECTION OF BOARD OF DIRECTORS
The Stockholders will also vote upon the election of five nominees to the
Board of Directors at the Meeting. Because the Fund does not hold regular
annual stockholder meetings, each nominee, if elected, will hold office until
his successor is elected and qualified or until his earlier death, resignation
or removal. The nominees for election as Directors are listed below. The
persons named in the accompanying Proxy intend, in the absence of contrary
instructions, to vote all Proxies in favor of the election of such nominees. A
Stockholder using the Proxy can vote for or against any or all of the nominees.
If you give no voting instructions, but return an executed Proxy, your shares
will be voted for all nominees named herein for Director. Should any of the
nominees become unable or unwilling to accept nomination or election prior to
the Meeting, the persons named in the Proxy will exercise their voting power to
vote for such substitute person or persons as the management of the Fund may
recommend. All of the nominees have consented to being named in this Proxy
Statement and to serve if elected. The Fund knows of no reason why any nominee
would be unable or unwilling to serve if elected.
Information Regarding Nominees for the Board of Directors
The following information is provided for each of the five nominees. It
includes his name, number of shares of the Fund beneficially owned, principal
occupation(s) or employment during the past five years.
<TABLE>
<CAPTION>
SHARES PERCENT PRINCIPAL OCCUPATION;
NAME OF NOMINEE AGE OWNED(1) OF FUND SERVICE AS DIRECTOR
- --------------- --- --------- ------- ---------------------
<S> <C> <C> <C> <C>
Donald F. 64 16,775.24 1.2% Executive Vice President and
Kohler(2)(3)(4)........ Director of Hilliard Lyons; Chairman
of the Board of the Fund since 1991.
Gilbert L. 65 20,700.86 1.5% Investment Consultant; Chairman of
Pamplin(2)(3).......... the Board of Hilliard Lyons from
1988 to 1995; Chief Executive
Officer of Hilliard Lyons since 1982
and President from 1982 to 1988;
Director of the Fund since 1991.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SHARES PERCENT PRINCIPAL OCCUPATION;
NAME OF NOMINEE AGE OWNED(1) OF FUND SERVICE AS DIRECTOR
- --------------- --- --------- ------- ---------------------
<S> <C> <C> <C> <C>
William A. Blodgett, 49 794.20 * Vice President, Deputy General
Jr..................... Counsel Brown-Forman Corporation
since 1994; Partner, Law Firm of
Woodward, Hobson & Fulton,
Louisville, Kentucky to 1994;
Director of the Fund since 1994.
John C. Owens........... 68 1,855.45 * Private Investor; formerly Managing
Partner of Owens and Company,
Certified Public Accountants,
Lexington, Kentucky; Director of the
Fund since 1991.
Dillman A. Rash......... 88 37,109.03 2.6% Investment Consultant; Major General
(Retired), U.S. Army; Director of
the Fund since 1991.
</TABLE>
- --------
* Less than 1%.
(1) Shares of the Fund beneficially owned directly or indirectly as of February
13, 1996.
(2) Deemed to be an "interested person" of the Fund for purposes of the
Investment Company Act by virtue of an affiliation with Hilliard Lyons.
(3) Director of Hilliard-Lyons Government Fund, Inc., an open-end money market
mutual fund, the investment adviser of which is Hilliard Lyons.
(4) Includes 9,842.16 shares as to which Mr. Kohler has investment discretion.
Mr. Kohler disclaims beneficial ownership of these shares.
Compensation of Directors
The Fund pays each of its directors who is not affiliated with Hilliard Lyons
annual compensation of $5,000 and a fee of $500 for each Board or Committee
meeting attended, in addition to certain out-of-pocket expenses. Directors of
the Fund who were not affiliated persons of the Fund as a group received
aggregate compensation of $22,000 from the Fund during its fiscal year ended
December 31, 1995.
5
<PAGE>
MEETINGS OF BOARD OF DIRECTORS
The current Board of Directors met five times during the fiscal year ended
December 31, 1995. All of the Directors attended each such meeting, except Mr.
Rash and Mr. Blodgett who each attended four meetings and Mr. Kohler who
attended three meetings. The current Audit Committee, which consists of all of
the Fund's independent Directors, met once during the fiscal year ended
December 31, 1995. All members of the Audit Committee attended the meeting. The
function of the Audit Committee is to advise the Board of Directors with regard
to the appointment of the Fund's independent accountants, review and approve
audit and non-audit services of the Fund's independent accountants, and meet
with the Fund's financial officers to review the conduct of accounting and
internal controls. The Board has no compensation or nominating committees.
ADDITIONAL INFORMATION
EXECUTIVE OFFICERS
Information about the Fund's principal executive officers, including their
names, ages, positions with the Fund, length of such positions and principal
occupation or employment during the past five years, is set forth below.
<TABLE>
<CAPTION>
OFFICER POSITION WITH PRINCIPAL OCCUPATION
NAME AND ADDRESS AGE SINCE THE FUND DURING LAST FIVE YEARS
---------------- --- ------- ------------- ----------------------
<C> <C> <C> <C> <S>
Donald F. Kohler........ 64 1991 Chairman of the Board Executive Vice President
and Director of Hilliard
Lyons
Samuel C. Harvey........ 48 1991 President Executive Vice President
and Director of Hilliard
Lyons since 1994; Senior
Vice President prior
thereto
Joseph C. Curry, Jr.(1). 51 1991 Vice President, Secretary Senior Vice President of
and Treasurer Hilliard Lyons since
1994 and Vice President
prior thereto
Thomas A. Corea......... 35 1994 Vice President Vice President of
Hilliard Lyons since
1991
Dianna P. Wengler....... 35 1991 Vice President Vice President of
Hilliard Lyons since
1992; Administrator
prior thereto
</TABLE>
- --------
(1) Director of Hilliard-Lyons Government Fund, Inc., an open-end money market
mutual fund, the investment adviser of which is Hilliard Lyons.
The officers of the Fund do not receive any compensation from the Fund.
As of February 13, 1996, the executive officers of the Fund beneficially
owned in the aggregate 44,822.01 shares of the Fund.
RELATED TRANSACTIONS
All of the officers of the Fund are also officers of Hilliard Lyons which
provides certain services to the Fund.
6
<PAGE>
Pursuant to an investment advisory agreement (the "Advisory Agreement") with
the Fund, Hilliard Lyons Investment Advisors (the "Adviser"), a division of
Hilliard Lyons, provides investment research and a continuous investment
program for the Fund consistent with the Fund's investment objectives. As
compensation for its services and related expenses, the Fund pays the
Investment Adviser a fee, accrued daily and payable quarterly, equal to 0.80%
per annum of the Fund's average daily net assets. For the year ending December
31, 1995, the Adviser voluntarily agreed to reduce the fees payable to it under
the Advisory Agreement and, if necessary, reimburse the Fund on a quarterly
basis, by the amount by which the Fund's total annual operating expenses for
such year exceeded 1.75% of the first $50 million of average daily net assets
and 1.50% of average daily net assets in excess of $50 million. In addition,
the Adviser obligated itself to reduce its management fees (to the extent of
such fees) by the amount the Fund's expenses exceeded the expense limitations,
if any, imposed by state securities administrators in states where shares of
the Fund are registered. For the year ending December 31, 1995, there was no
reimbursement necessary from the Adviser and the amount of the management fee,
net of the fee waiver, totaled $168,221.
Hilliard Lyons serves as exclusive distributor of shares of the Fund pursuant
to a "best efforts" arrangement as provided by a Distribution Agreement with
the Fund. During the fiscal year ending December 31, 1995, the aggregate amount
of the Fund's sales charges paid to Hilliard Lyons totalled $48,601.
The Fund has adopted a plan of distribution (the "Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Plan, the Fund reimburses the Distributor
quarterly at the annualized rate of up to 0.25% of the Fund's average daily net
assets for distribution expenses actually incurred. The Fund incurred $37,325
under the Plan for the fiscal year ending December 31, 1995.
In addition, the Fund paid Hilliard Lyons aggregate brokerage commissions of
$405 for effecting transactions in the Fund's securities during the fiscal year
ending December 31, 1995.
GENERAL INFORMATION ABOUT THE FUND AND OTHER MATTERS
5% STOCKHOLDERS
As of February 13, 1996, the J.J.B. Hilliard, W.L. Lyons, Inc. Employees
Profit Sharing Plan Fund D owned 325,185.94 shares of the Fund or 22.9% of the
outstanding shares. To the knowledge of the Fund, no other person beneficially
owned 5% or more of the Fund's outstanding shares as of such date.
VOTING INFORMATION; ADJOURNMENT
The presence at the Meeting of the holders of one-third of the outstanding
shares of the Fund as of the Record Date, either in person or by Proxy,
constitutes a quorum. Abstentions and "broker non-votes" will not be counted
for or against the Proposal to which they relate, but will be counted for
purposes of determining whether a quorum is present. Abstentions and broker
non-votes will be counted as votes present for purposes of determining a
"majority of the outstanding voting securities" present at the Meeting and a
majority of shares represented at the Meeting at which a quorum is present, and
will, therefore, have the effect of counting against the Proposal to which they
relate.
In the event that sufficient votes in favor of either Proposal set forth in
the Notice of the Special Meeting of Stockholders are not received by the time
scheduled for the Meeting, the persons named as proxies may
7
<PAGE>
propose one or more adjournments of the Meeting for a period or periods of not
more than 120 days to permit further solicitation of Proxies with respect to
such Proposal. Any such adjournment will require the affirmative vote of a
majority of the votes cast on the question in person or by Proxy at the session
of the Meeting to be adjourned. The persons named as proxies will vote in favor
of such adjournment those Proxies which they are entitled to vote in favor of
such Proposal. They will vote against any such adjournment those Proxies
required to be voted against such Proposal.
STOCKHOLDER PROPOSALS
The Fund does not hold annual stockholder meetings. Stockholders wishing to
submit proposals for inclusion in a proxy statement for a subsequent meeting
should send their written proposals to the Secretary of the Fund.
REPORTS TO STOCKHOLDERS
The Fund will furnish, without charge, a copy of the Fund's most recent
Annual Report to Stockholders and the most recent Semi-Annual Report preceding
such Annual Report, if any, on request. Requests should be directed to the Fund
at Hilliard Lyons Center, Louisville, Kentucky 40202, (800) 444-1854.
INDEPENDENT PUBLIC ACCOUNTANTS
A majority of the Fund's independent directors have selected Ernst & Young
LLP, as the independent auditors of the Fund for the fiscal year ended December
31, 1996. Ernst & Young LLP has informed the Fund that it is has no material
direct or indirect financial interest in the Fund. Representatives of Ernst &
Young LLP are not expected to be present at the Meeting.
OTHER MATTERS
The Directors know of no other business to be brought before the Meeting.
However, if any other matters properly come before the Meeting, it is their
intention that proxies which do not contain specific restrictions to the
contrary will be voted on such matters in accordance with the judgment of the
persons named in the enclosed form of Proxy.
IF YOU CANNOT BE PRESENT IN PERSON, PLEASE FILL IN, SIGN, AND RETURN THE
ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED STATES.
By order of the Board of Directors,
Hilliard Lyons Growth Fund, Inc.
Samuel C. Harvey
President
Louisville, Kentucky
March 20, 1996
8
<PAGE>
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HILLIARD LYONS GROWTH FUND, INC.
HILLIARD LYONS CENTER
LOUISVILLE, KENTUCKY 40202
PROXY--SPECIAL MEETING OF SHAREHOLDERS
The undersigned, a shareholder of HILLIARD LYONS GROWTH FUND, INC., a
Maryland corporation (the "Fund"), hereby appoints DONALD F. KOHLER, GILBERT L.
PAMPLIN and SAMUEL C. HARVEY and each of them, the true and lawful attorneys
and proxies with full power of substitution, for and in the name, place and
stead of the undersigned, to vote all of the shares of Common Stock of the Fund
which the undersigned would be entitled to vote if personally present at the
Special Meeting of Shareholders to be held at the Holiday Inn Lakeview, in the
York Room, Clarksville, Indiana, on Friday, April 19, 1996, at 9:30 a.m.
(E.D.T.), and at any adjournment thereof.
The undersigned hereby instructs said proxies of their substitutes:
1. PROPOSAL TO APPROVE CONVERTING THE FUND FROM A DIVERSIFIED FUND TO A NON-
DIVERSIFIED FUND.
[_] FOR [_] AGAINST [_] ABSTAIN
2. ELECTION OF DIRECTORS:
Donald F. Kohler, Gilbert L. Pamplin, William A. Blodgett, Jr.,
John C. Owens, and Dillman A. Rash
[_] Vote FOR all nominees listed above [_] WITHHOLD AUTHORITY
(except those listed below) to vote for all nominees listed above
INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name in the space below.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
This Proxy is continued on the reverse side. Please sign on the
reverse side and return promptly.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
This Proxy, when properly executed, will be voted in accordance with any
directions given. Unless otherwise specified, the proxy will be voted FOR
Proposals 1 and 2.
3. DISCRETIONARY AUTHORITY: To vote with discretionary authority with respect
to all other matters which may properly come before the Meeting.
The undersigned hereby revokes all proxies heretofore given and ratifies and
confirms all that the proxies appointed hereby, or either of them, or their
substitutes, may lawfully do or cause to be done by virtue thereof. The
undersigned hereby acknowledges receipt of a copy of the Notice of Special
Meeting and Proxy Statement, both dated March 20, 1995, and a copy of the
Company's Annual Report for the period ended December 31, 1995.
Please sign exactly as shares are
registered. If shares are held by
joint tenants, all parties in the
joint tenancy must sign. When
signing as attorney, executor,
administrator, trustee or
guardian, please indicate the
capacity in which signing. If a
corporation, please sign in full
corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
-----------------------------------
Signature Date
-----------------------------------
Signature, if held jointly Date
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