<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
[x] Filed by the registrant
[ ] Filed by a party other than the registrant
[ ] Preliminary proxy statement
[x] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
- ------------------------------------------------------------------------------
Nations Government Income Term Trust 2004, Inc.
- ------------------------------------------------------------------------------
Payment of filing fee (Check the appropriate box):
[x] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2).
[ ] $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.
- -----------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- ------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
- ------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- ------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- ------------------------------------------------------------------------------
(3) Filing party:
- ------------------------------------------------------------------------------
(4) Date filed:
- ------------------------------------------------------------------------------
<PAGE>
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 27, 1996
TO THE STOCKHOLDERS OF
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.:
Notice is hereby given that the Annual Meeting (the "Annual Meeting") of
Stockholders of Nations Government Income Term Trust 2004, Inc. (the "Company")
will be held on Friday, September 27, 1996 at 11:00 a.m. (Eastern time), at One
NationsBank Plaza, 33rd Floor, Charlotte, North Carolina 28255, for the
following purposes:
(1) To elect one Director to serve a three-year term of office;
(2) To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Company for the fiscal year ending December 31, 1996; and
(3) To transact such other business as may properly come before the Annual
Meeting, or any adjournment(s) thereof, including any adjournment(s) necessary
to obtain requisite quorums and/or approvals.
The Board of Directors of the Company has fixed the close of business on
August 15, 1996 as the record date for the determination of Stockholders
entitled to receive notice of and to vote at such Annual Meeting or any
adjournment(s) thereof. The enclosed Proxy Statement contains further
information regarding the meeting and the proposals to be considered. The
enclosed Proxy Card is intended to permit you to vote even if you do not attend
the meeting in person.
YOUR PROXY IS VERY IMPORTANT TO US. WHETHER OR NOT YOU PLAN TO ATTEND THE
MEETING IN PERSON, PLEASE MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD
TODAY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. Signed but unmarked Proxy Cards
will be counted in determining whether a quorum is present and will be voted in
favor of the proposals.
By Order of the Board of Directors.
(Signature of Richard S. Szafran)
RICHARD S. SZAFRAN
SECRETARY
August 22, 1996
<PAGE>
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS
OF THE NUMBER OF SHARES THAT YOU OWN.
PLEASE MARK, SIGN, DATE AND RETURN YOUR
PROXY CARD IMMEDIATELY.
SHARES OF THE COMPANY ARE NOT DEPOSITS OR OTHER OBLIGATIONS OF, OR ISSUED,
ENDORSED OR GUARANTEED BY NATIONSBANK, N.A. ("NATIONSBANK") OR ANY OF ITS
AFFILIATES. SUCH SHARES ARE NOT INSURED BY THE U.S. GOVERNMENT, THE FEDERAL
DEPOSIT INSURANCE CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER GOVERNMENT
AGENCY. AN INVESTMENT IN THE COMPANY INVOLVES CERTAIN RISKS, INCLUDING POSSIBLE
LOSS OF PRINCIPAL.
NATIONSBANK AND ITS AFFILIATES PROVIDE INVESTMENT ADVISORY, ADMINISTRATIVE
AND CERTAIN OTHER SERVICES TO THE COMPANY, FOR WHICH THEY ARE COMPENSATED.
<PAGE>
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.
One NationsBank Plaza
Charlotte, North Carolina 28255
(800) 321-7854
PROXY STATEMENT
Annual Meeting of Stockholders
September 27, 1996
This Proxy Statement is being furnished to holders of common stock
("Stockholders") of the Nations Government Income Term Trust 2004, Inc. (the
"Company") in connection with the solicitation by the Board of Directors of the
Company of proxies to be used at the Annual Meeting of Stockholders (the "Annual
Meeting") of the Company to be held on September 27, 1996 at 11:00 a.m. (Eastern
time) at One NationsBank Plaza, 33rd Floor, Charlotte, North Carolina 28255, and
at any adjournment(s) thereof. Your proxy is being solicited for the purposes
set forth in the accompanying Notice of Annual Meeting.
The Board of Directors has fixed August 15, 1996 (the "Record Date") as the
date for the determination of Stockholders entitled to receive notice of and to
vote at such Annual Meeting, and, accordingly, only Stockholders of record at
the close of business on the Record Date will be entitled to notice of and to
vote at such Annual Meeting. As of the Record Date, there were 13,852,309.641
outstanding shares of common stock of the Company. This Proxy Statement is first
being mailed to Stockholders on or about August 22, 1996.
THE COMPANY WILL FURNISH, WITHOUT CHARGE, COPIES OF ITS MOST RECENT ANNUAL
AND SEMI-ANNUAL REPORTS TO ANY STOCKHOLDER UPON WRITTEN OR ORAL REQUEST MADE TO
THE ADDRESS OR TOLL-FREE TELEPHONE NUMBER ABOVE.
All actions of the Board of Directors of the Company described in the
proposals below were unanimously approved by the Board, none of whom are
"interested persons" (as defined in the Investment Company Act of 1940, as
amended) of the Company, NationsBanc Advisors, Inc. ("NBAI"), the Company's
investment adviser or TradeStreet Investment Associates, Inc. ("TradeStreet"),
the Company's investment sub-adviser.
PROPOSAL 1: ELECTION OF DIRECTOR
The Board of Directors has designated Thomas F. Keller as a nominee (the
"Nominee") for election as a Director of the Company with a term to expire in
1999. Voting for the Nominee is not cumulative. If elected, the Nominee will
serve as Director until his successor shall be elected and shall qualify. The
Nominee is currently a member of the Board of Directors and has consented to his
nomination and to serve if elected. The other members of the Board of Directors
are A. Max Walker, the Chairman of the Board, whose term will expire in 1997,
and William H. Grigg, whose term will expire in 1998. Although the Board of
Directors expects that the Nominee will be available for election, in the event
a vacancy in the slate of nominees is occasioned by death or other unexpected
occurrence, it is intended that shares represented by proxies in the
accompanying
<PAGE>
form will be voted for the election of a substitute nominee selected by the
persons named in the proxy. The Nominee will be elected by a majority of the
votes cast.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO ELECT EACH
OF THE NOMINEES.
THE BOARD OF DIRECTORS
Information regarding the Nominee and each member of the Board of Directors
is as follows:
THOMAS F. KELLER, age 64, R. J. Reynolds Industries Professor of Business
Administration and Dean, Fuqua School of Business, Duke University, Durham,
North Carolina, from 1974-1996 (now retired). He has been a Director of the
Company since November 1993. Mr. Keller is also a director of LADD Furniture,
Inc., Mentor Growth Fund, Wendy's International, Inc., Cambridge Investment
Trust, American Business Products, Inc., Monk-Austin, Inc., Hatteras Income
Securities, Inc., Nations Government Income Term Trust 2003, Inc., Nations
Balanced Target Maturity Fund, Inc., The Capitol Mutual Funds, Nations Fund
Trust, Nations Fund, Inc. and Nations Fund Portfolios, Inc.
WILLIAM H. GRIGG, age 63, Chairman and Chief Executive Officer, Duke Power
Co., Charlotte, North Carolina, a public utility, since April 1994. Mr. Grigg
was Vice Chairman of Duke Power Co. from November 1991 to April 1994, and
Executive Vice President -- Customer Group of Duke Power Co. from April 1988 to
November 1991. He has been a Director of the Company since November 1993. Mr.
Grigg is also a director of Duke Power Co., Hatteras Income Securities, Inc.,
Nations Government Income Term Trust 2003, Inc., Nations Balanced Target
Maturity Fund, Inc., The Capitol Mutual Funds, Nations Fund Trust, Nations Fund,
Inc. and Nations Fund Portfolios, Inc.
A. MAX WALKER, age 74, independent Financial Consultant since May 1987.
From April 1982 through May 1987, Mr. Walker was Vice President of Merrill
Lynch, Pierce, Fenner & Smith, Inc. He has been Chairman of the Board of the
Company since November 1993. Mr. Walker is also Chairman of the Board of
Hatteras Income Securities, Inc., Nations Government Income Term Trust 2003,
Inc., Nations Balanced Target Maturity Fund, Inc., The Capitol Mutual Funds,
Nations Fund Trust, Nations Fund, Inc. and Nations Fund Portfolios, Inc.
None of the Directors, including the Nominee, owns, either directly or
indirectly, shares of capital stock of the Company. No Director has been, during
the past five years, an officer, employee, director, general partner or
shareholder, of NBAI, the Company's investment adviser, TradeStreet, the
Company's investment sub-adviser, or NationsBank N.A. ("NationsBank"), the
Company's administrator, or owned any securities or had any other material
direct or indirect interest in NBAI or any of its affiliates. None of the
Directors has had, since the beginning of the current fiscal year, a material
direct or indirect interest in any material transactions or proposed material
transactions to which NBAI, TradeStreet, NationsBank or any affiliate thereof
was or is to be a party, other than a transaction involving an investment
company in the Company's "Fund Complex", as that term is defined under Rule
14a-101 of the Securities Exchange Act of 1934, as amended (the "1934 Act"). No
Director is a party adverse, or has a material interest adverse, to the Company
or any affiliates thereof in connection with any material pending legal
proceedings. Since the beginning of the current fiscal year, none of the
Directors has engaged in any transactions to which the Company was a party or
been indebted to the Company. Some of the Directors and their affiliates have
been customers of NationsBank. All
2
<PAGE>
such extensions of credit have been made in the ordinary course of business on
substantially the same terms, including interest rates and collateral, as those
prevailing in comparable transactions with others, and did not involve more than
the normal risk of collectability or present other unfavorable features. Based
solely on its review of copies of Forms 3 and 4 and amendments thereto and Forms
5 received by it, or written representations from certain reporting persons that
no such Forms were required from such persons, the Company believes that, during
the fiscal year ended December 31, 1995, it complied with all filing
requirements applicable to its officers, directors and, if any, greater than ten
percent beneficial owners.
COMMITTEES OF DIRECTORS
The Board of Directors meets regularly once each quarter at an in-person
meeting and may have special meetings. The Board held four regular meetings and
one special meeting during the fiscal year ended December 31, 1995. In addition,
the Board has an Audit Committee. The Audit Committee is composed of two
incumbent members of the Board of Directors -- Mr. Grigg and Mr. Keller. Mr.
Keller is Chairman of the Audit Committee. The function of the Audit Committee
is to (i) review the audit procedures and methods of keeping records followed by
the Company to ensure that the procedures and methods are sufficient in scope
and detail to permit proper and sound practices, (ii) review and approve
stockholder reports prior to delivery to Stockholders, (iii) nominate the
independent public accountants to be engaged by the Company, subject to the
approval of the Board of Directors and ratification by the Stockholders, and
(iv) review with the independent public accountants the proposed scope of the
annual audit, the results of their examination, the financial statements and
their opinion thereon. The Audit Committee met once during the fiscal year ended
December 31, 1995. The Board has no standing compensation or nominating
committee or committees performing similar functions. Since the Company's
inception, each director has attended at least 75% of the regular meetings of
the Board and, as appropriate, meetings of the committees of the Board.
EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES
The Executive Officers and Significant Employees of the Company and their
principal occupations for at least the last five years and their other
affiliations are set forth below.
<TABLE>
<S> <C>
MARK H. WILLIAMSON, President President and Chief Executive Officer, NationsBanc Advisors, Inc. since
1995; Senior Vice President, NationsBank, N.A.
since 1990; President, NationsBanc Discount Brokerage, Inc.;
President, Nations Government Income Term Trust 2003, Inc., Nations Balanced
Target Maturity Fund, Inc. and Hatteras Income Securities, Inc.
RICHARD S. SZAFRAN, Vice President, NationsBank, N.A. since 1993;
Secretary/Treasurer Assistant Vice President, The Boston Company 1987-1993;
Secretary/Treasurer, Nations Government Income Term Trust 2003, Inc.,
Nations Balanced Target Maturity Fund, Inc. and Hatteras Income Securities,
Inc.
JOHN S. SWAIM, Vice President Senior Product Manager, TradeStreet Investment
and Portfolio Manager Associates, Inc. since and Portfolio Manager
1995; Vice President, NationsBank, N.A.
1986-1995; Vice President and Portfolio Manager,
Nations Government Income Term Trust 2003, Inc. and
Nations Balanced Target Maturity Fund, Inc.
</TABLE>
3
<PAGE>
COMPENSATION OF MANAGEMENT
The following table shows compensation paid by the Company and the Fund
Complex to the Directors of the Company for the fiscal year ended December 31,
1995. Officers of the Company are employed by the Company's investment adviser
and receive no compensation or reimbursements from the Company.
COMPENSATION TABLE
<TABLE>
<CAPTION>
NAME OF PERSON, AGGREGATE COMPENSATION TOTAL COMPENSATION FROM COMPANY
POSITION FROM COMPANY1 AND FUND COMPLEX PAID TO DIRECTORS2
<S> <C> <C>
William H. Grigg $3,000 $66,5283
Director
Thomas F. Keller $3,000 $68,0614
Director
A. Max Walker $3,000 $70,500
Chairman
</TABLE>
1 The Company pays the Chairman of the Board and each Director $1,000 per year,
plus $500 for each meeting attended in person, and reimburses each for travel
and other out-of-pocket disbursements incurred in connection with attending
meetings.
2 The Fund Complex consists of eight registered investment companies, including
the Company.
3 Includes $39,903 deferred compensation and interest earned.
4 Includes $41,436 deferred compensation and interest earned.
RETIREMENT PLAN
Under the terms of the Nations Funds Retirement Plan for Eligible Directors
(the "Retirement Plan"), each Director may be entitled to certain benefits upon
retirement from the Board of Directors of one or more of the open-end investment
companies (the "Funds") in the Company's Fund Complex. Pursuant to the
Retirement Plan, the normal retirement date is the date on which an eligible
director has attained age 65 and has completed at least five years of continuous
service with one or more of the Funds. If a Director retires before reaching age
65, no benefits are payable. Each eligible director is entitled to receive an
annual benefit from the Funds equal to 5% of the aggregate directors' fees
payable by the Funds during the calendar year in which such director's
retirement occurs multiplied by the number of years of service (not in excess of
ten years of service) completed with respect to any of the Funds. Such benefit
is payable to each eligible director in quarterly installments for a period of
no more than five years. If an eligible director dies after attaining age 65,
such director's surviving spouse (if any) will be entitled to receive 50% of the
benefits that would have been paid (or would have continued to have been paid)
to the director if he had not died. The Retirement Plan is unfunded. The
benefits owed to each director are unsecured and subject to the general
creditors of the Funds. Each Director of the Company is a participant in the
Retirement Plan. Messrs. Grigg, Keller and Walker have 4, 3 and 10 years of
credited service, respectively, with the Funds.
4
<PAGE>
ESTIMATED ANNUAL RETIREMENT BENEFITS TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
REMUNERATION 5 10
<S> <C> <C>
$ 25,000 $ 6,250 $ 12,500
50,000 12,500 25,000
75,000 18,750 37,500
100,000 25,000 50,000
</TABLE>
PROPOSAL 2: RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors, upon recommendation of its Audit Committee, has
selected Price Waterhouse LLP ("Price Waterhouse"), which has served as
independent public accountants of the Company since its organization, as
independent public accountants of the Company to examine the financial
statements of the Company for its fiscal year ending December 31, 1996, and to
report thereon to the Board and the Stockholders. If a majority of the shares of
the Company's capital stock represented at the meeting is voted against
ratification of the selection of Price Waterhouse, the selection of auditors may
be reconsidered by the Audit Committee and the Board of Directors. To the best
knowledge of management, the firm of Price Waterhouse has no direct or material
indirect financial interest in the Company. Price Waterhouse acts as the
independent public accountants for affiliates of NBAI, including the other
investment companies in the Company's Fund Complex. Price Waterhouse also acts
as the independent public accountants for NationsBank and NationsBank
Corporation. If the Company receives, at least five business days before the
Annual Meeting, any written request from one or more Stockholders to have
representatives of Price Waterhouse present at the Annual Meeting to respond to
appropriate questions from Stockholders, the Company will arrange to have such
representatives present and provide them with an opportunity to make a statement
if they so desire.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE TO RATIFY THE
SELECTION OF PRICE WATERHOUSE.
ADDITIONAL INFORMATION
PROCEDURAL MATTERS
Each Stockholder of the Company will be entitled to one non-cumulative vote
for each share and a fractional non-cumulative vote for each fractional share.
As of the Record Date, there were 13,852,309.641 outstanding shares of the
Company. Shareholders holding a majority of the aggregate outstanding shares of
the Company at the close of business on the Record Date will constitute a quorum
for the approval of each of the proposals described in the accompanying Notice
of Annual Meeting and in this Proxy Statement. Each proposal must be approved by
a majority of the votes cast. Stockholders are not entitled to rights of
appraisal or similar rights of dissenters with respect to any matter to be acted
upon at the Annual Meeting.
Any proxy card which is properly executed and received in time to be voted
at the Annual Meeting will be counted in determining whether a quorum is present
and will be voted in accordance with the instructions
5
<PAGE>
marked thereon. In the absence of instructions, any such proxy card will be
voted in favor of (i) electing as Director of the Company the Nominee named in
the Proxy Statement for the term indicated, and (ii) ratifying the selection of
Price Waterhouse as independent public accountants of the Company for the fiscal
year ending December 31, 1996. Abstentions and "broker non-votes" (I.E., proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owners or other persons entitled to vote shares
as to a particular matter with respect to which the brokers or nominees do not
have discretionary power to vote) will not be counted for or against any proxy
to which they relate, but will be counted for purposes of determining whether a
quorum is present and will be counted as votes present for purposes of
determining a majority of the outstanding shares of the Company present at the
Annual Meeting. For this reason, abstentions and broker non-votes will have the
effect of a vote AGAINST the proposal.
If, by the time scheduled for the Annual Meeting, a quorum is not present,
or if a quorum is present but sufficient votes in favor of any of the proposals
are not received, the persons named as proxies may move for one or more
adjournments of the Annual Meeting to permit further solicitation of proxies
with respect to any of the proposals. Any such adjournment(s) will require the
affirmative vote of a majority of the shares present in person or by proxy at
the session of the Annual Meeting to be adjourned. The persons named as proxies
will vote in favor of such adjournment(s) those shares which they are entitled
to vote which have voted in favor of such proposals. They will vote against any
such adjournment(s) those proxies required to be voted against such proposals.
The duly appointed proxies may, in their discretion, vote upon such other
matters as may come before the Annual Meeting or any adjournment(s) thereof,
including any proposal to adjourn a meeting at which a quorum is present to
permit the continued solicitation of proxies in favor of the proposals. A
Stockholder of the Company may revoke his or her proxy at any time prior to its
exercise by delivering written notice of revocation or by executing and
delivering a later-dated proxy to the Secretary of the Company, at the address
set forth on the cover page of this Proxy Statement, or by attending the Annual
Meeting in person to vote the shares held by such Stockholder.
Signed but unmarked proxy cards will be counted in determining whether a
quorum is present and will be voted IN FAVOR of each of the proposals.
SOLICITATION OF PROXIES AND PAYMENT OF EXPENSES
The cost of soliciting proxies for the Annual Meeting, consisting
principally of expenses incurred in preparing, printing and mailing proxy
materials, together with the costs of any supplementary solicitation and proxy
soliciting services provided by third parties, will be borne by the Company. In
following up the original solicitation of the proxies by mail, the Company may
request brokers and others to send proxies and proxy materials to the beneficial
owners of the stock and may reimburse them for their reasonable expenses in so
doing. Proxies will be solicited in the initial, and any supplemental,
solicitation by mail and may be solicited in person, by telephone, telegraph,
telefacsimile, or other electronic means by officers of the Company, personnel
of NBAI or an agent of the Company. Compensation for such services will be paid
by the Company or NBAI, except that officers or employees of the Company will
not be compensated for performing such services.
6
<PAGE>
SUBSTANTIAL SHAREHOLDERS
As of the close of business on the Record Date, there were no persons known
to the Company to be beneficial owners of 5% or more of the outstanding shares
of the Company.
ADDITIONAL INFORMATION
The Company, with principal executive offices located at One NationsBank
Plaza, Charlotte, North Carolina 28255, is subject to the informational
requirements of the 1934 Act and the 1940 Act, and in accordance therewith files
reports, proxy material and other information with the SEC. Such reports, proxy
materials and other information may be inspected and copied at the public
reference facilities of the SEC at 450 Fifth Street, N.W., Washington, D.C.
20549. Copies of such materials can be obtained from the Public Reference
Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
NBAI, located at One NationsBank Plaza, Charlotte, North Carolina 28255, is
the investment adviser of the Company. TradeStreet, the investment sub-adviser
of the Company, and NationsBank, the administrator of the Company, are located
at One NationsBank Plaza, Charlotte, North Carolina 28255. First Data Investor
Services Group, Inc., One Exchange Place, Boston, Massachusetts 02109, serves as
sub-administrator of the Company.
FUTURE SHAREHOLDER PROPOSALS
In the event any Stockholder wishes to present a proposal to Stockholders
of the Company for inclusion in the Proxy Statement and form of proxy relating
to the 1997 Annual Meeting of Stockholders, such proposal must be received by
the Company on or before April 31, 1997.
OTHER MATTERS
The Board of Directors knows of no other business that will be presented
for consideration at the Annual Meeting. However, if other matters are properly
presented to the Annual Meeting, it is the intention of the proxy holders named
in the accompanying form of proxy to vote the proxies in accordance with their
best judgment.
7
*****************************************************************************
APPENDIX
<PAGE>
NATIONS GOVERNMENT INCOME TERM TRUST 2004, INC.
ANNUAL MEETING OF STOCKHOLDERS
SEPTEMBER 27, 1996
The undersigned hereby appoints Richard S. Szafran (the "Proxy")
attorney and proxy of the undersigned, with power of substitution and
resubstitution, to attend, vote and act for the undersigned at the Annual
Meeting of Stockholders of the Nations Government Income Term Trust 2004, Inc.
(the "Company") to be held at One NationsBank Plaza, 33rd Floor, Charlotte,
North Carolina 28255, at 11:00 a.m. (Eastern time) on Friday, September 27,
1996, and at any adjournment(s) thereof. The Proxy shall cast votes according to
the number of shares of the Company which the undersigned may be entitled to
vote with respect to the proposals set forth on the reverse side of this proxy
card, in accordance with the specification indicated, if any, and shall have all
the powers which the undersigned would possess if personally present. The
undersigned hereby revokes any prior proxy to vote at such meeting, and hereby
ratifies and confirms all that said attorney and Proxy may lawfully do by virtue
hereof or thereof.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS ON BEHALF OF THE
COMPANY. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY, IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
THE UNDERSIGNED HEREBY ACKNOWLEDGES RECEIPT OF THE NOTICE OF ANNUAL
MEETING OF STOCKHOLDERS OF THE COMPANY AND THE PROXY STATEMENT, DATED AUGUST 22,
1996.
THIS PROXY WILL BE VOTED AS SPECIFIED HEREON WITH RESPECT TO THE ACTION TO BE
TAKEN ON THE FOLLOWING PROPOSALS. IN THE ABSENCE OF ANY SPECIFICATION, THIS
PROXY WILL BE VOTED IN FAVOR OF THE PROPOSALS.
(CONTINUED ON OTHER SIDE)
<PAGE>
(1) ELECTION OF DIRECTORS
FOR WITHHOLD AUTHORITY Nominee
the nominee as listed Thomas F. Keller
[ ] [ ]
(2) Proposal to ratify the selection of Price Waterhouse LLP as the independent
public accountants of the Company.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
In their discretion, the named Proxy is authorized to vote upon any
other business that may properly come before the meeting, including matters
incident to the conduct of the meeting, or any adjournment(s) thereof, including
any adjournment(s) necessary to obtain requisite quorums and/or approvals.
Please sign below exactly as your name(s)
appear(s) hereon. Corporate proxies should
be signed in full corporate name by an
authorized officer. Each joint owner should
sign personally. Fiduciaries should give
full titles as such.
____________________________________, 1996
(Please Date)
___________________________________
___________________________________
