345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
The Latin America Dollar Income Fund, Inc.
June 14, 1996
To the Stockholders:
The Annual Meeting of Stockholders of The Latin America Dollar Income Fund,
Inc. (the "Fund") is to be held at 4:00 p.m., eastern time, on Wednesday, July
24, 1996 at the offices of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park
Avenue (at 51st Street), New York, New York 10154. Stockholders who are unable
to attend this meeting are strongly encouraged to vote by proxy, which is
customary in corporate meetings of this kind. A Proxy Statement regarding the
meeting, a proxy card for your vote at the meeting and an envelope--postage
prepaid--in which to return your proxy card are enclosed.
At the Annual Meeting, the stockholders will elect three Directors and
consider the ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants. In addition, the stockholders present will hear a
report on the Fund. There will be an opportunity to discuss matters of interest
to you as a stockholder.
Your Fund's Directors recommend that you vote in favor of each of the
foregoing matters.
Respectfully,
Lynn S. Birdsong
Edmond D. Villani
President
Chairman of the Board
STOCKHOLDERS ARE URGED TO SIGN THE PROXY CARD AND MAIL IT IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE SO AS TO ENSURE A QUORUM AT THE MEETING. THIS IS
IMPORTANT WHETHER YOU OWN FEW OR MANY SHARES.
<PAGE>
THE LATIN AMERICA DOLLAR INCOME FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
The Latin America Dollar Income Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of The Latin America
Dollar Income Fund, Inc. (the "Fund") has been called to be held at the offices
of Scudder, Stevens & Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street),
New York, New York 10154, on Wednesday, July 24, 1996 at 4:00 p.m., eastern
time, for the following purposes:
(1) To elect three Directors of the Fund to hold office for a term
of three years or until their respective successors shall have been duly
elected and qualified.
(2) To ratify or reject the action taken by the Board of Directors
in selecting Price Waterhouse LLP as independent accountants for the fiscal
year ending October 31, 1996.
The appointed proxies will vote on any other business as may properly come
before the meeting or any adjournments thereof.
Holders of record of the shares of common stock of the Fund at the close of
business on June 5, 1996 are entitled to vote at the meeting and any
adjournments thereof.
By order of the Board of Directors,
Thomas F. McDonough, Secretary
June 14, 1996
IMPORTANT--We urge you to sign and date the enclosed proxy card and return it in
the enclosed addressed envelope which requires no postage and is intended for
your convenience. Your prompt return of the enclosed proxy card may save the
Fund the necessity and expense of further solicitations to ensure a quorum at
the Annual Meeting. If you can attend the meeting and wish to vote your shares
in person at that time, you will be able to do so.
2
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Latin America Dollar Income Fund, Inc.
(the "Fund") for use at the Annual Meeting of Stockholders, to be held at the
offices of Scudder, Stevens & Clark, Inc. ("Scudder"), 25th Floor, 345 Park
Avenue (at 51st Street), New York, New York 10154, on Wednesday, July 24, 1996
at 4:00 p.m., eastern time, and at any adjournments thereof (collectively, the
"Meeting").
This Proxy Statement, the Notice of Annual Meeting and the proxy card are
first being mailed to stockholders on or about June 14, 1996, or as soon as
practicable thereafter. Any stockholder giving a proxy has the power to revoke
it by mail (addressed to the Secretary at the principal executive office of the
Fund, 345 Park Avenue, New York, New York 10154) or in person at the Meeting, by
executing a superseding proxy or by submitting a notice of revocation to the
Fund. All properly executed proxies received in time for the Meeting will be
voted as specified in the proxy or, if no specification is made, for each
proposal referred to in the Proxy Statement.
The presence at any stockholders' meeting, in person or by proxy, of
stockholders entitled to cast a majority of the votes entitled to be cast shall
be necessary and sufficient to constitute a quorum for the transaction of
business. For purposes of determining the presence of a quorum for transacting
business at the Meeting, abstentions and broker "non-votes" will be treated as
shares that are present but which have not been voted. Broker non-votes are
proxies received by the Fund from brokers or nominees when the broker or nominee
has neither received instructions from the beneficial owner or other persons
entitled to vote nor has discretionary power to vote on a particular matter.
Accordingly, stockholders are urged to forward their voting instructions
promptly.
Abstentions and broker non-votes will not be counted in favor of, but will
have no other effect on, the vote for proposals (1) and (2) which require the
approval of a majority of shares voting at the Meeting.
Holders of record of the common stock of the Fund at the close of business
on June 5, 1996 (the "Record Date"), will be entitled to one vote per share on
all business of the Meeting and any adjournments. There were 6,042,045 shares of
common stock outstanding on the Record Date.
The Fund provides periodic reports to all stockholders which highlight
relevant information, including investment results and a review of portfolio
changes. You may receive an additional copy of the annual report for the fiscal
year ended October 31, 1995, without charge, by calling 800-349-4281 or writing
the Fund at 345 Park Avenue, New York, New York 10154.
(1) ELECTION OF DIRECTORS
Persons named in the accompanying proxy card intend, in the absence of
contrary instructions, to vote all proxies in favor of the election of the three
nominees listed below as Directors of the Fund (Class III) to serve for a term
of three years, or until their successors are duly elected and qualified. All
nominees have consented to stand for election and to serve if elected. If any
such nominee should be unable to serve, an event not now anticipated, the
proxies will be voted for such person, if any, as shall be designated by the
Board of Directors to replace any such nominee.
3
<PAGE>
Information Concerning Nominees
The following table sets forth certain information concerning each of the
three nominees as a Director of the Fund. Each of the nominees is now a Director
of the Fund. Unless otherwise noted, each of the nominees has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
Class III--Nominees to serve until 1999 Annual Meeting of Stockholders:
<TABLE>
Shares
Present Office with the Fund, if any; Year First Beneficially Percent
Principal Occupation or Employment and Became a Owned March of
Name (Age) Directorships in Publicly Held Companies Director 31, 1996(1) Class
- ---------- ---------------------------------------- ---------- ------------ -------
<S> <C> <C> <C> <C>
George M. Lovejoy, Jr. President, Fifty Associates; Chairman 1992 1,059 less than
(66) Emeritus, Meredith & Grew, Inc.; 1/4 of 1%
Trustee, MGI Properties and New
England Aquarium; Member, Shared
Investment Committee of Copley
Investors Limited Partnership; and
Chairman, MA Advisory Committee of
Nature Conservatory. Mr. Lovejoy
serves on the boards of an additional
11 funds managed by Scudder.
Dr. Susan Kaufman Managing Director, Council of the 1992 -- --
Purcell (53) Americas; Vice President, Americas
Society; Director, Valero Energy
Corp. Dr. Purcell serves on the
boards of an additional two funds
managed by Scudder.
Edmond D. Villani Chairman of the Board; President and 1992 500 less than
(49)*+++ Managing Director of Scudder, Stevens 1/4 of 1%
& Clark, Inc. Mr. Villani serves on
the boards of an additional 16 funds
managed by Scudder.
</TABLE>
4
<PAGE>
Information Concerning Continuing Directors
The Board of Directors is divided into three classes, each Director serving
for a term of three years. The terms of Classes I and II do not expire this
year. The following table sets forth certain information regarding the Directors
in such classes. Unless otherwise noted, each Director has engaged in the
principal occupation listed in the following table for more than five years, but
not necessarily in the same capacity.
Class I--Directors serving until 1997 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if any; Year First Beneficially Percent
Principal Occupation or Employment and Became a Owned March of
Name (Age) Directorships in Publicly Held Companies Director 31, 1996(1) Class
- ---------- ---------------------------------------- ---------- ------------ -------
<S> <C> <C> <C> <C>
Lynn S. Birdsong President; Managing Director of 1992 -- --
(49)*+++ Scudder, Stevens & Clark, Inc. Mr.
Birdsong serves on the boards of an
additional three funds managed by Scudder.
Robert J. Callander (65) Director, ARAMARK Corporation, Barnes 1992 100 less than
Group Inc., Beneficial Corporation, 1/4 of 1%
and Omnicom Group, Inc.; Member,
Council on Foreign Relations;
Managing Director, Metropolitan Opera
Association; Trustee, Drew
University; and Visiting Professor/
Executive-in-Residence, Columbia
Business School, Columbia University
(until 1995). Mr. Callander serves
on the boards of an additional two
funds managed by Scudder.
</TABLE>
5
<PAGE>
Class II--Directors serving until 1998 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Shares
Present Office with the Fund, if any; Year First Beneficially Percent
Principal Occupation or Employment and Became a Owned March of
Name (Age) Directorships in Publicly Held Companies Director 31, 1996(1) Class
- ---------- ---------------------------------------- ---------- ------------ -------
<S> <C> <C> <C> <C>
Robert J. Boyd (51)* President and Director, GLB Research, 1992 -- --
Inc.; Trustee, Institute of Economic
Affairs; Director, Cosechar En
Argentina S.A., G.T. Japan Investment
Trust PLC and Australian
Opportunities Investment Trust. Mr.
Boyd serves on the board of one
additional fund managed by Scudder.
Ronaldo A. da Frota Director and Chief Executive Officer, 1992 1,342 less than
Nogueira (57) IMF Editora Ltda. (financial 1/4 of 1%
publisher). Mr. Nogueira serves on
the boards of an additional three
funds managed by Scudder.
All Directors and Officers as a group 3,001 less than
1/4 of 1%
</TABLE>
- --------------------------
* Directors considered by the Fund and its counsel to be "interested persons"
(which as used in this proxy statement is as defined in the Investment
Company Act of 1940) of the Fund or of the Fund's investment manager,
Scudder, Stevens & Clark, Inc. Messrs. Birdsong and Villani are deemed to
be interested persons because of their affiliation with the Fund's
investment manager, Scudder, Stevens & Clark, Inc., or because they are
Officers of the Fund or both. Mr. Boyd is deemed to be an interested person
because he serves as a consultant to Scudder.
+++ Messrs. Birdsong and Villani are members of the Executive Committee of the
Fund.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors. Unless otherwise noted, beneficial ownership
is based on sole voting and investment power.
Section 30(f) of the Investment Company Act of 1940 (the "1940 Act"), as
applied to a fund, requires the fund's officers, directors, investment manager,
affiliates of the investment manager, and persons who beneficially own more than
ten percent of a registered class of the fund's outstanding securities
("Reporting Persons") to file reports of ownership of the fund's securities and
6
<PAGE>
changes in such ownership with the Securities and Exchange Commission (the
"SEC") and the New York Stock Exchange. Such persons are required by SEC
regulations to furnish the fund with copies of all such filings.
Based solely upon its review of the copies of such forms received by it and
written representations from certain Reporting Persons that no year-end reports
were required for those persons, the Fund believes that during the fiscal year
ended October 31, 1995, its Reporting Persons complied with all applicable
filing requirements.
To the best of the Fund's knowledge, as of April 30, 1996 no person owned
beneficially more than 5% of the Fund's outstanding stock.
Committees of the Board--Board Meetings
The Board of Directors of the Fund met eight times during the fiscal year
ended October 31, 1995. Each Director attended at least 75% of the total number
of meetings of Board of Directors and of all committees of the Board on which
they served as regular members.
The Board of Directors, in addition to an Executive Committee, has an Audit
Committee, a Valuation Committee and a Special Nominating Committee. The
Executive and Valuation Committees consist of regular members, allowing
alternates.
Audit Committee
The Board has an Audit Committee consisting of those Directors who are
unaffiliated persons of the Fund or of Scudder ("Noninterested Directors"), as
defined in the 1940 Act, which met on February 29, 1996. The Audit Committee
reviews with management and the independent accountants for the Fund, among
other things, the scope of the audit and the controls of the Fund and its
agents, reviews and approves in advance the type of services to be rendered by
independent accountants, recommends the selection of independent accountants for
the Fund to the Board and in general considers and reports to the Board on
matters regarding the Fund's accounting and bookkeeping practices.
Nominating Committee
The Board has a Special Nominating Committee consisting of the
Noninterested Directors. The Committee is charged with the duty of making all
nominations for Noninterested Directors. Stockholders' recommendations as to
nominees received by management are referred to the Committee for its
consideration and action. The Committee met on February 29, 1996 to consider and
to nominate the nominees set forth above.
Executive Officers
In addition to Messrs. Birdsong and Villani, Directors who are also
Officers of the Fund, the following persons are Executive Officers of the Fund:
<TABLE>
<CAPTION>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
<S> <C> <C> <C>
Paul J. Elmlinger (37) Vice President and Assistant 1992
Secretary; Managing Director of
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (63) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
7
<PAGE>
Present Office with the Fund; Year First Became
Name (Age) Principal Occupation or Employment (1) an Officer (2)
---------- -------------------------------------- --------------
David S. Lee (62) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Pamela A. McGrath (42) Treasurer; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Juris Padegs (64) Vice President; Managing Director of 1992
Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (43) Vice President and Assistant 1992
Secretary; Managing Director of
Scudder, Stevens & Clark, Inc.
M. Isabel Saltzman (41) Vice President; Principal of Scudder, 1992
Stevens & Clark, Inc.
Edward J. O'Connell (51) Vice President and Assistant 1992
Treasurer; Principal of Scudder,
Stevens & Clark, Inc.
Thomas F. McDonough (49) Secretary; Principal of Scudder, 1992
Stevens & Clark, Inc.
Coleen Downs Dinneen (35) Assistant Secretary; Vice President 1993
of Scudder, Stevens & Clark, Inc.
<FN>
(1) Unless otherwise stated, all Executive Officers have been associated with
Scudder for more than five years, although not necessarily in the same
capacity.
(2) The President, Treasurer and Secretary each hold office until his or her
successor has been duly elected and qualified and all other officers hold
offices in accordance with the By-Laws of the Fund.
</FN>
</TABLE>
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $73,699 including expenses, during the fiscal year ended
October 31, 1995. Each such unaffiliated Director currently receives fees paid
by the Fund of $750 per Directors' meeting attended and an annual Director's fee
of $6,000. Each Director also receives $250 per committee meeting attended
(other than Audit Committee meetings, for which such Director receives a fee of
$750) and $150 per telephone conference call for the purpose of declaring the
Fund's quarterly dividends. Scudder supervises the Fund's investments, pays the
compensation and certain expenses of its personnel who serve as Directors and
Officers of the Fund and receives an investment management fee for its services.
Several of the Fund's Officers and Directors are also Officers, Directors,
employees or stockholders of Scudder and participate in the fees paid to that
firm (see "Investment Manager," page 10), although the Fund makes no direct
payments to them other than for reimbursement of travel expenses in connection
with the attendance at Directors' and committee meetings.
8
<PAGE>
The following Compensation Table, provides in tabular form, the following data:
Column (1) All Directors who receive compensation from the Fund. Column (2)
Aggregate compensation received by a Director from the Fund. Columns (3) and (4)
Pension or retirement benefits accrued or proposed to be paid by the Fund. The
Fund does not pay its Directors such benefits. Column (5) Total compensation
received by a Director from the Fund, plus compensation received from all funds
managed by Scudder for which a Director serves. The total number of funds from
which a Director receives such compensation is also provided in column (5).
Generally, compensation received by a Director for serving on the Board of a
closed-end fund is greater than the compensation received by a Director for
serving on the Board of an open-end fund.
<TABLE>
<CAPTION>
Compensation Table
for the year ended December 31, 1995
(1) (2) (3) (4) (5)
Name of Person, Pension or Estimated Annual Total Compensation
Position Aggregate Retirement Benefits Benefits Upon From the Fund and
Compensation Accrued As Part of Retirement Fund Complex
from the Fund Fund Expenses Paid to Director
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Robert J. Boyd, $11,800 N/A N/A $23,600
Director (2 funds)
Robert J. Callander, $12,850 N/A N/A $37,950
Director (3 funds)
George M. Lovejoy, Jr., $12,850 N/A N/A $112,900
Director (12 funds)
Ronaldo A. da Frota Nogueira, $12,850 N/A N/A $57,950
Director (4 funds)
Dr. Susan Kaufman Purcell, $12,850 N/A N/A $37,950
Director (3 funds)
</TABLE>
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders vote in favor of each
of the nominees.
(2) RATIFICATION OR REJECTION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
At a meeting held on May 28, 1996, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Price Waterhouse
LLP to act as independent accountants for the Fund for the fiscal year ending
October 31, 1996. Price Waterhouse LLP are independent accountants and have
advised the Fund that they have no direct financial interest or material
indirect financial interest in the Fund. One or more representatives of Price
Waterhouse LLP are expected to be present at the Meeting and will have an
opportunity to make a statement if they so desire. Such representatives are
expected to be available to respond to appropriate questions posed by
stockholders or management.
The Fund's financial statements for the fiscal year ended October 31, 1995
were audited by Price Waterhouse LLP. In connection with its audit services,
Price Waterhouse LLP reviewed the financial statements included in the Fund's
semiannual and annual reports to stockholders and its filings with the SEC.
9
<PAGE>
Required Vote
Ratification of the selection of independent accountants requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy. Your Fund's Directors recommend that stockholders ratify the selection of
Price Waterhouse LLP as independent accountants.
Investment Manager
Scudder is a Delaware corporation. Daniel Pierce* is the Chairman of the
Board of Scudder. Edmond D. Villani# is the President of Scudder. Stephen R.
Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, Linda C. Coughlin*, Margaret D.
Hadzima*, Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, Douglas M.
Loudon#, John T. Packardi, Juris Padegs# and Cornelia M. Small# are the other
members of the Board of Directors of Scudder. The principal occupation of each
of the above named individuals is serving as a Managing Director of Scudder.
All of the outstanding voting and nonvoting securities of Scudder are held
of record by Stephen R. Beckwith, Juris Padegs, Daniel Pierce and Edmond D.
Villani in their capacity as the representatives (the "Representatives") of the
beneficial owners of such securities, pursuant to a Security Holders' Agreement
among Scudder, the beneficial owners of securities of Scudder and the
Representatives. Pursuant to the Security Holders' Agreement, the
Representatives have the right to reallocate shares among the beneficial owners
from time to time. Such reallocation will be at net book value in cash
transactions. All Managing Directors of Scudder own voting and nonvoting stock
and all Principals own nonvoting stock.
Brokerage Commissions on Portfolio Transactions
To the maximum extent feasible, Scudder places orders for portfolio
transactions through Scudder Investor Services, Inc. (the "Distributor") (a
corporation registered as a broker/dealer and a subsidiary of Scudder), which in
turn places orders on behalf of the Fund with issuers, underwriters or other
brokers and dealers. The Distributor receives no commissions, fees or other
remuneration from the Fund for this service. Allocation of portfolio
transactions is supervised by Scudder.
Other Matters
The Board of Directors does not know of any matters to be brought before
the Meeting other than those mentioned in this Proxy Statement. The appointed
proxies will vote on any other business that properly comes before the Meeting
or any adjournments thereof in accordance with their best judgment.
Miscellaneous
Proxies will be solicited by mail and may be solicited in person or by
telephone or facsimile by Officers of the Fund or personnel of Scudder. The Fund
has retained Corporate Investor Communications, Inc., 111 Commerce Road,
Carlstadt, New Jersey 07072-2586 to assist in the proxy solicitation. The cost
of their services is estimated at $4,500. The expenses connected with the
solicitation of the proxies and with any further proxies which may be solicited
by the Fund's Officers or Corporate Investor Communications, Inc., in person, by
telephone or by facsimile will be borne by
- --------------------------
* Two International Place, Boston, Massachusetts
# 345 Park Avenue, New York, New York
+++ 101 California Street, San Francisco, California
@ Two Prudential Plaza, 180 North Stetson, Suite 5400, Chicago, Illinois
10
<PAGE>
the Fund. The Fund will reimburse banks, brokers, and other persons holding the
Fund's shares registered in their names or in the names of their nominees, for
their expenses incurred in sending proxy material to and obtaining proxies from
the beneficial owners of such shares.
In the event that sufficient votes in favor of any proposal set forth in
the Notice of Meeting are not received by July 24, 1996, the persons named as
appointed proxies on the enclosed proxy card may propose one or more
adjournments of the Meeting to permit further solicitation of proxies. Any such
adjournment will require the affirmative vote of the holders of a majority of
the shares present in person or by proxy at the session of the Meeting to be
adjourned. The persons named as appointed proxies on the enclosed proxy card
will vote in favor of such adjournment those proxies which they are entitled to
vote in favor of the proposal for which further solicitation of proxies is to be
made. They will vote against any such adjournment those proxies required to be
voted against such proposal. The costs of any such additional solicitation and
of any adjourned session will be borne by the Fund.
Stockholder Proposals
Any proposal by a stockholder of the Fund intended to be presented at the
1997 meeting of Stockholders of the Fund must be received by Thomas F.
McDonough, Secretary of the Fund, c/o Scudder, Stevens & Clark, Inc., 345 Park
Avenue, New York, New York 10154, not later than February 7, 1997.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
June 14, 1996
11
<PAGE>
<TABLE>
<CAPTION>
PROXY THE LATIN AMERICA DOLLAR INCOME FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
<S> <C>
Annual Meeting of Stockholders--July 24, 1996
The undersigned hereby appoints Lynn S. Birdsong and Edmond D. Villani and each
of them, the proxies of the undersigned, with the power of substitution to each of
them, to vote all shares of The Latin America Dollar Income Fund, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of The Latin
America Dollar Income Fund, Inc. to be held at the offices of Scudder, Stevens &
Clark, Inc., 25th Floor, 345 Park Avenue (at 51st Street), New York, New York 10154,
on Wednesday, July 24, 1996 at 4:00 p.m., eastern time, and at any adjournments
thereof.
Unless otherwise specified in the squares provided, the undersigned's vote will
be cast FOR each numbered item listed below.
1. The election of Directors;
FOR all nominees listed below WITHHOLD AUTHORITY
(except as marked to the contrary below) [] to vote for all nominees listed below []
Nominees: George M. Lovejoy, Jr., Dr. Susan Kaufman Purcell and Edmond D. Villani
(INSTRUCTION To withhold authority to vote for any individual nominee, write that
nominee's name on the space provided below.)
----------------------------------------
2. Ratification of the selection of Price Waterhouse LLP as independent accountants; FOR [] AGAINST [] ABSTAIN []
(continued on other side)
</TABLE>
<PAGE>
The Proxies are authorized to vote in their discretion on any other
business which may properly come before the meeting and any adjournments
thereof.
Please sign exactly as your name or names appear.
When signing as attorney, executor, administrator,
trustee or guardian, please give your full title as
such.
--------------------------------------
(Signature of Stockholder)
--------------------------------------
(Signature of joint owner, if any)
Date , 1996
---------------------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
