<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
The Korean Investment 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>
LOGO THE KOREAN INVESTMENT FUND, INC.
- -------------------------------------------------------------------------------
1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105
TOLL FREE (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AUGUST 8, 1996
To the Stockholders of The Korean Investment Fund, Inc.:
Notice is hereby given that an Annual Meeting of Stockholders (the
"Meeting") of The Korean Investment 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, August 8, 1996 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated July 8, 1996:
1. To elect four Directors of the Fund, each such Director to hold office
for a term of one or three years, as the case may be, and until a successor
is duly elected and qualified;
2. To ratify the selection of Price Waterhouse LLP as independent
accountants of the Fund for its fiscal year ending April 30, 1997; 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 June 21, 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
July 8, 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
THE KOREAN INVESTMENT FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 8, 1996
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Korean Investment 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, August 8,
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 July 8, 1996.
The Board of Directors has fixed the close of business on June 21, 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 June 21, 1996 consisted of 8,450,704 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 four Directors and for
the ratification of Price Waterhouse LLP as the Fund's independent accountants
for its fiscal year ending April 30, 1997. 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 August 8, 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.
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, four Directors will be elected to serve for terms of one or
three years, as the case may be, 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 the first class will expire as of the Meeting (Class One), the
terms of office of the members of the second class will expire as of the
annual meeting of stockholders to be held in 1997 (Class Two) and the terms of
office of the members of the third class will expire as of the annual meeting
of stockholders to be held in 1998 (Class Three). Upon expiration of the terms
of office of the members of a 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. David H. Dievler and William
H. Foulk, Jr. and the Hon. James D. Hodgson are the members constituting Class
One; Messrs. John D. Carifa and Dong Hoon Shin are the members constituting
Class Two; and Dr. James M. Hester and Messrs. Wang-Ha Cho and Choong (John)
H. Koh are the 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 Directors in Class One, Messrs. David H. Dievler and
William H. Foulk , Jr. and the Hon. James D. Hodgson, are standing for re-
election. In addition, Mr. Dong Hoon Shin is standing for stockholder election
as a member of Class Two. Mr. Shin was nominated for election by the
Nominating Committee of the Board of Directors and elected by the Board of
Directors on February 6, 1996. Each nominee has consented to serve as a
Director. The Board of Directors knows of no reason why either of these
nominees will be unable to serve, but in the event of such inability the
proxies received will be voted for such substitute nominee as the Board of
Directors may recommend.
Certain of the Fund's Directors and officers are residents of the Republic
of Korea ("Korea") 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 Korea of the civil
remedies and criminal penalties afforded by the federal securities laws of the
United States. There is no extradition treaty currently in effect between the
United States and Korea. It is unclear if any future extradition treaty in
2
<PAGE>
effect between the United States and Korea would subject such Directors and
officers to effective enforcement of the criminal penalties of the federal
securities laws.
Certain information concerning the Directors is set forth below. Messrs.
Carifa, Dievler, Foulk and Hodgson and Dr. Hester are each a director or
trustee of one or more other registered investment companies managed by
Alliance Capital Management L.P., the Fund's investment adviser and
administrator ("Alliance").
<TABLE>
<CAPTION>
NUMBER
OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST BECAME A AS DIRECTOR INDIRECTLY AS OF
FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JUNE 21, 1996
---------------------------------- ---------- ------------ -----------------
<S> <C> <C> <C>
*John D. Carifa, Chairman and Chief 1995 1997 -0-
Executive Officer, 51. Presi- (Class Two)
dent, Chief Operating Officer
and a Director of Alliance Capi-
tal Management Corporation
("ACMC").***
*Wang-Ha Cho, President, 42. Execu- 1994 1998 -0-
tive Vice President of Tong Yang (Class Three)
Securities Co., Ltd. ("Tong Yang
Securities"). He was formerly
President of Corporate Plan-
ning and Control Group of Tong
Yang Group and Executive Vice
President of Tong Yang Benefit
Life Insurance Co., Ltd.
**+David H. Dievler, 66. Independent 1992 1999++ 1,000
Financial Consultant. Formerly (Class One)
Senior Vice President of ACMC.
**+William H. Foulk, Jr., 63. In- 1992 1999++ 400
vestment Adviser and Independent (Class One)
Consultant. He was formerly Se-
nior Manager of Barrett Associ-
ates, Inc., a registered invest-
ment adviser, since 1986. Prior
thereto, he was President of
Competrol (BVI) Limited and
Crescent Diversified Limited
(private investments).
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with Alliance or
Orion Asset Management Co., Ltd. ("Orion").
** Member of the Audit Committee.
*** For purposes of this Proxy Statement, ACMC shall refer to Alliance Capital
Management Corporation, the general partner of Alliance, and to the
predecessor general partner of Alliance of the same name.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER
OF SHARES
NAME, AGE, POSITIONS AND OFFICES BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST YEAR TERM OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST BECAME A AS DIRECTOR INDIRECTLY AS OF
FIVE YEARS AND OTHER DIRECTORSHIPS DIRECTOR WILL EXPIRE JUNE 21, 1996
---------------------------------- ---------- ------------ -----------------
<S> <C> <C> <C>
**+Dr. James M. Hester, 72. 1992 1998 500
President of The Harry Frank (Class Three)
Guggenheim Foundation and a
Director of Union Carbide
Corporation. He was formerly
President of New York University
and The New York Botanical
Garden and Rector of the United
Nations University.
**+The Hon. James D. Hodgson, 80. 1992 1999++ 1,000
Director of United Television, (Class One)
Inc. (broadcasting). He was
formerly U.S. Ambassador to
Japan and U.S. Secretary of
Labor.
**+Choong (John) H. Koh, 48. Founder 1995 1998 -0-
and Chief Executive Officer of (Class Three)
CHK Management, Inc. since 1994,
President of Steve Young
International Ltd. Prior
thereto, he was a Partner of
Ernst & Young LLP.
*Dong Hoon Shin, 38. President of 1996 1997++ -0-
Tong Yang Securities (America) (Class Two)
Inc. He was formerly Chief
Representative of the Hong Kong
office of Tong Yang Securities
Co., Ltd.
</TABLE>
- --------
* "Interested person," as defined in the Act, of the Fund because of
affiliation with Alliance or Orion.
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
During the fiscal year ended April 30, 1996, the Board of Directors met four
times, the Audit Committee met twice for the purposes described below in
Proposal Two, and the Nominating Committee met once. 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 April 30, 1996, the aggregate compensation paid to each of the Directors
during calendar year 1995 by all of the funds to which Alliance 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 or trustees.
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 THE
NAME OF DIRECTOR COMPENSATION FUND COMPLEX, DIRECTOR IS A DIRECTOR
OF THE FUND FROM THE FUND INCLUDING THE FUND OR TRUSTEE
---------------- ------------- ------------------ ----------------------
<S> <C> <C> <C>
John D. Carifa $ 0 $ 0 48
Wang-Ha Cho $ 0 $ 0 1
David H. Dievler $10,500 $179,200 41
William H. Foulk, Jr. $11,000 $143,500 29
Dr. James M. Hester $10,000 $156,000 36
The Hon. James D.
Hodgson $10,000 $ 64,750 8
Choong H. Koh $10,000 $ 10,000 1
Dong Hoon Shin $ 0 $ 0 1
</TABLE>
As of June 21, 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 ACCOUNTANTS OF THE FUND
The Board of Directors recommends that the stockholders ratify the selection
of Price Waterhouse LLP, independent accountants, to audit the accounts of the
Fund for the fiscal year ending April 30, 1997. Their selection was approved
by the vote, cast in person, of a majority of the Board of 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 February 6, 1996. The
affirmative vote of a majority of the votes cast at the Meeting is required to
ratify such selection. Price Waterhouse 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 Price Waterhouse 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 fiscal year with representatives of Price
Waterhouse LLP to discuss the scope of the independent accountants' 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 PRICE WATERHOUSE LLP AS
INDEPENDENT ACCOUNTANTS OF THE FUND.
5
<PAGE>
INFORMATION AS TO THE FUND'S
PRINCIPAL OFFICERS, INVESTMENT ADVISER,
SUB-ADVISER AND ADMINISTRATOR
The principal officers of the Fund and their principal occupations during
the past five years are set forth below.
John D. Carifa, Director, Chairman and Chief Executive Officer (See Proposal
One, Election of Directors, at page 3 for biographical information).
Wang-Ha Cho, President (see Proposal One, Election of Directors, at page 3
for biographical information).
Dong Hoon Shin, Senior Vice President (see Proposal One, Election of
Directors at page 4, for biographical information).
Robert Heisterberg, 58, Executive Vice President--Investments, is a Senior
Vice President of ACMC and its Global Economic and Policy analyst.
Yung Chul Park, 55, Executive Vice President--Investments, is a Professor of
Economics at Korea University. He is also the Director of the Institute of
Economic Research at Korea University.
A. Rama Krishna, 32, Vice President--Investments, is a Senior Vice President
of ACMC, with which he has been associated since 1993. Previously, he was
Chief Investment Strategist and Director of Equity Research at First Boston
Corporation since prior to 1991.
In Kee Oh, 36, Vice President--Investments, is a Director of Orion, with
which he has been associated since October 1991. Previously, he was an Analyst
in the New York and Seoul offices of Tong Yang Securities since prior to 1991.
Thomas J. Bardong, 51, Vice President, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1991.
Edmund P. Bergan, Jr., 46, Secretary, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and Alliance Fund
Services, Inc. ("AFS") 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 AFS, with which he has been associated since prior to 1991.
Joseph J. Mantineo, 37, Controller, is a Vice President of AFS, with which
he has been associated since prior to 1991.
The address of Messrs. Carifa, Heisterberg, Krishna, Bardong and Bergan is
c/o Alliance Capital Management L.P., 1345 Avenue of the Americas, New York,
New York 10105. The address of Mr. Gersten
6
<PAGE>
and Mr. Mantineo is c/o Alliance Capital Management L.P., 500 Plaza Drive,
Secaucus, New Jersey 07094. The address of Messrs. Cho and Oh is Tong Yang
Securities Building, 23-8 Yoido-Dong Young Dungpo-gu, Seoul, Korea 150-010.
The address of Mr. Park is Korea University 1, 5-Ka, Anam-dong, Seongbuk,
Seoul, Korea 136-701. The address of Mr. Shin is 780 Third Avenue, 42nd Floor,
New York, New York 10017. Not all of the Fund's officers are U.S. residents.
For a discussion of certain potential implications of this fact, see Proposal
One, Election of Directors.
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. Orion Asset Management Co., Ltd., with principal offices
at 780 Third Avenue, New York, New York 10017, serves as the Fund's sub-
adviser.
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 March 10,
1997 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.
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 at
(800) 227-4618 or contact Christina Santiago at Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105.
7
<PAGE>
According to information filed with the Securities and Exchange Commission,
as of February 13, 1996, President and Fellows of Harvard College, c/o Harvard
Management Company, Inc., 600 Atlantic Avenue, Boston, MA 02210, beneficially
owned 438,700 shares, or 5.2%, of the outstanding common stock of the Fund.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
July 8, 1996
New York, New York
8
<PAGE>
TABLE OF CONTENTS PAGE
- -------------------------------------
<TABLE>
<S> <C>
Introduction............................................................... 1
Proposal One: Election of Directors........................................ 2
Proposal Two: Ratification of Selection of Independent Accountants of the
Fund...................................................................... 5
Information as to the Fund's Principal Officers, Investment Adviser, Sub-
Adviser and Administrator................................................. 6
Submission of Proposals for the Next Annual Meeting of Stockholders........ 7
Other Matters.............................................................. 7
</TABLE>
THE KOREAN INVESTMENT FUND, INC.
- -------------------------------------------------------------------------------
LOGO
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
AUGUST 8, 1996
<PAGE>
APPENDIX
PROXY PROXY
THE KOREAN INVESTMENT FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF THE KOREAN INVESTMENT FUND,
INC. (the "Corporation") IN CONNECTION WITH THE ANNUAL MEETING
OF STOCKHOLDERS TO BE HELD ON AUGUST 8, 1996.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE CORPORATION.
The undersigned hereby instructs Christina Santiago 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 Daylight Time, on August 8, 1996 at the offices of the
Corporation, 1345 Avenue of the Americas, in the Audio-Visual
Conference Room, 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 One Directors (term expires in 1999)
DAVID H. DIEVLER, WILLIAM H. FOULK, JR. AND
THE HON. JAMES D. HODGSON
Class Two Director (term expires in 1997)
DONG HOON SHIN
IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" ANY PARTICULAR
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THAT NOMINEE'S NAME. YOUR SHARES SHALL BE VOTED FOR
THE REMAINING NOMINEES.
2. RATIFICATION OF THE
SELECTION OF PRICE For Against Abstain
WATERHOUSE LLP as the / / / / / /
independent auditors
for the Corporation
for the fiscal year
ending April 30, 1997.
3. In their discretion, as
such other matters
as may properly come
before the Annual 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:
00250131.AG1
