345 Park Avenue (at 51st Street)
New York, New York 10154
(800) 349-4281
Scudder World Income
Opportunities Fund, Inc.
September 13, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Scudder World Income Opportunities
Fund, Inc. (the "Fund") is to be held at 12:00 p.m., eastern time, on Tuesday,
October 29, 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 Coopers & Lybrand L.L.P. 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,
/s/Lynn S. Birdsong /s/Edmond D. Villani
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>
SCUDDER WORLD INCOME OPPORTUNITIES FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of
Scudder World Income Opportunities Fund, Inc.:
Please take notice that the Annual Meeting of Stockholders of Scudder World
Income Opportunities 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 Tuesday, October 29, 1996 at 12:00 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 Coopers & Lybrand L.L.P. as independent accountants for the
fiscal year ending April 30, 1997.
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 September 6, 1996 are entitled to vote at the meeting and any
adjournments thereof.
By order of the
Board of Directors,
Thomas F. McDonough,
Secretary
September 13, 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.
- --------------------------------------------------------------------------------
<PAGE>
PROXY STATEMENT
GENERAL
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Scudder World Income Opportunities 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 Tuesday, October 29, 1996
at 12:00 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 September 13, 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 September 6, 1996 (the "Record Date") will be entitled to one vote per share
on all business of the Meeting and any adjournments. There were 3,419,142 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 April 30, 1996, 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 on 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 II) 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.
1
<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 II - Nominees to serve until 1999 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director June 30, 1996(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
George M. Lovejoy, Jr. President and Director (Former 1994 882 less than
(66) Chairman), Fifty Associates (real 1/4 of 1%
estate corporation); Trustee, MGI
Properties; Chairman Emeritus,
Meredith & Grew, Inc. Mr. Lovejoy
serves on the boards of an additional
13 funds managed by Scudder.
Dr. Susan Kaufman Managing Director, Council of the 1994 - -
Purcell (54) 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, 1994 500 less than
(49)*+++ Chief Executive Officer and Managing 1/4 of 1%
Director of Scudder, Stevens & Clark,
Inc. Mr. Villani serves on the boards
of an additional four funds managed
by Scudder.
</TABLE>
2
<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 III 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 III - Directors serving until 1997 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director June 30, 1996(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Lynn S. Birdsong (50)*+++ President; Managing Director of 1994 - -
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 1994 1,000 less than
Group Inc., Beneficial Corporation 1/4 of 1%
and Omnicom Group, Inc.; Member,
Council on Foreign Relations,
Visiting Professor/Executive-in-Residence,
Columbia Business School, Columbia
University (until 1995); Former Vice
Chairman, Chemical Banking
Corporation. Mr. Callander serves on
the boards of an additional two funds
managed by Scudder.
</TABLE>
3
<PAGE>
Class I - Directors serving until 1998 Annual Meeting of Stockholders:
<TABLE>
<CAPTION>
Present Office with the Fund, if Shares
any; Principal Occupation or Year First Beneficially Percent
Employment and Directorships Became a Owned of
Name (Age) in Publicly Held Companies Director June 30, 1996(1) Class
---------- -------------------------- -------- ----------------- -----
<S> <C> <C> <C> <C>
Robert J. Boyd (51)* President and Director, GLB Research, 1994 - -
Inc. Mr. Boyd serves on the board of
one additional fund managed by
Scudder.
Ronaldo A. da Frota Director and Chief Executive Officer, 1994 3,000 less than
Nogueira (58) 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 5,382 less than
1/4 of 1%
</TABLE>
- ---------------
* Persons 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, as amended) 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, as amended (the "1940
Act"), as applied to a fund requires the fund's officers and 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 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.
4
<PAGE>
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 April 30, 1996, its Reporting Persons complied with all applicable filing
requirements.
To the best of the Fund's knowledge, as of June 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 April 30, 1996. Each Director attended at least 75% of the total number of
meetings of the Board of Directors and of all committees of the Board on which
they served as regular members, except Mr. Boyd who attended 70% of the meetings
of the Board of Directors and related committees on which he serves.
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 ("Unaffiliated Directors") as
defined in the 1940 Act, which met on July 24, 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 Unaffiliated
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 May 28, 1996 to consider and to nominate the unaffiliated
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:
5
<PAGE>
<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 (38) Vice President and Assistant 1994
Secretary; Managing Director of
Scudder, Stevens & Clark, Inc.
Jerard K. Hartman (63) Vice President; Managing Director of 1994
Scudder, Stevens & Clark, Inc.
David S. Lee (62) Vice President; Managing Director of 1994
Scudder, Stevens & Clark, Inc.
Edward J. O'Connell (51) Vice President and Assistant 1994
Treasurer; Principal of Scudder,
Stevens & Clark, Inc.
Juris Padegs (64) Vice President; Managing Director of 1994
Scudder, Stevens & Clark, Inc.
Kathryn L. Quirk (43) Vice President and Assistant 1994
Secretary; Managing Director of
Scudder, Stevens & Clark, Inc.
M. Isabel Saltzman (41) Vice President; Principal of Scudder, 1994
Stevens & Clark, Inc.
Thomas F. McDonough (49) Secretary; Principal of Scudder, 1994
Stevens & Clark, Inc.
Pamela A. McGrath (42) Treasurer; Managing Director of 1994
Scudder, Stevens & Clark, Inc.
Coleen Downs Dinneen (35) Assistant Secretary; Vice President 1994
of Scudder, Stevens & Clark, Inc.
</TABLE>
(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
office in accordance with the By-Laws of the Fund.
Transactions with and Remuneration of Directors and Officers
The aggregate direct remuneration by the Fund of Directors not affiliated
with Scudder was $73,557, including expenses, during the fiscal year ended April
30, 1996. 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 8), although the Fund makes no direct
payments to them other than for reimbursement of travel expenses in connection
with the attendance at Board of Directors and committee meetings.
6
<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 Complex. 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)
Aggregate Pension or
Compensation Retirement Benefits Total Compensation
from the Fund Accrued As Part of Estimated Annual From the Fund and
Name of Person, Fund Complex Benefits Upon Scudder Fund Complex
Position Expenses Retirement 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)
* This does not include membership on the Board of Scudder High Yield Bond Fund
which commenced operations on June 28, 1996 or Scudder Classic Growth Fund
which commenced operations on September 9, 1996.
</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 July 29, 1996, the Board of Directors of the Fund,
including a majority of the Noninterested Directors, selected Coopers & Lybrand
L.L.P. to act as independent accountants for the Fund for the fiscal year ending
April 30, 1997. Coopers & Lybrand L.L.P. 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 Coopers
& Lybrand L.L.P. 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.
7
<PAGE>
The Fund's financial statements for the fiscal year ended April 30, 1996
were audited by Coopers & Lybrand L.L.P. In connection with its audit services,
Coopers & Lybrand L.L.P. reviewed the financial statements included in the
Fund's annual and semiannual reports to stockholders and its filings with the
SEC.
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
Coopers & Lybrand L.L.P. 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 and Chief Executive
Officer of Scudder. Stephen R. Beckwith#, Lynn S. Birdsong#, Nicholas Bratt#, E.
Michael Brown*, Mark S. Casady*, Linda C. Coughlin*, Margaret D. Hadzima*,
Jerard K. Hartman#, Richard A. Holt@, Dudley H. Ladd*, John T. Packard+++,
Kathryn L. Quirk#, Cornelia M. Small# and Stephen A. Wohler* 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 comes before the Meeting or any
adjournments thereof in accordance with their best judgment.
- ---------------------------
* 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
8
<PAGE>
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 $3,000. 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 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 October 29, 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 May 16, 1997.
By order of the Board of Directors,
Thomas F. McDonough
Secretary
345 Park Avenue
New York, New York 10154
September 13, 1996
9
<PAGE>
PROXY SCUDDER WORLD INCOME OPPORTUNITIES FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Annual Meeting of Stockholders--October 29, 1996
The undersigned hereby appoints Lynn S. Birdsong and Edmond D. Villani, each
with the power of substitution, as proxies for the undersigned, to vote all
shares of Scudder World Income Opportunities Fund, Inc. (the "Fund") which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Fund 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 Tuesday, October
29, 1996 at 12:00 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.
<TABLE>
<CAPTION>
<S> <C> <C>
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 Coopers & Lybrand L.L.P. as
independent accountants. FOR AGAINST ABSTAIN
/---/ /---/ /---/
<PAGE>
The proxies are authorized to vote upon such other business as may properly come
before the Meeting or 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
</TABLE>
