<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
Alliance All-Market Advantage 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 number, or the Form or Schedule and the date
of its filing.
<PAGE>
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
00250205.ak4
<PAGE>
[LOGO OF ALLIANCE
CAPITAL APPEARS HERE] ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 432-8224
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NOTICE OF FIRST ANNUAL MEETING OF STOCKHOLDERS
JANUARY 9, 1996
To the Stockholders of Alliance All-Market Advantage Fund, Inc.:
Notice is hereby given that the First Annual Meeting of Stockholders (the
"Meeting") of Alliance All-Market Advantage 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 Tuesday, January 9, 1996 at 11:00 a.m., for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated December 6, 1995:
1. To elect eight Directors of the Fund, each to hold office for a term of
one, two or three years, as the case may be, and until his or her 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 September 30, 1996; 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 November 17, 1995
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
December 6, 1995
- -------------------------------------------------------------------------------
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
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
FIRST ANNUAL MEETING OF STOCKHOLDERS
JANUARY 9, 1996
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Alliance All-Market Advantage
Fund, Inc., a Maryland corporation (the "Fund"), to be voted at the First
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 Tuesday, January 9, 1996 at 11:00 a.m. The 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 December
6, 1995.
The Board of Directors has fixed the close of business on November 17, 1995
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 November 17, 1995 consisted of
2,505,000 shares of common stock, each share being entitled to one vote. 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 eight Directors and for the
ratification of the selection of Price Waterhouse LLP as the Fund's
independent accountants for its fiscal year ending September 30, 1996. 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 January 9, 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, eight Directors will be elected to serve for terms of one,
two 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 By-laws of the Fund, the Board
of Directors has been divided into three classes. The term of office of the
third class will expire as of the annual meeting of stockholders to be held in
1997 (Class Three), the term of office of the first class will expire as of
the annual meeting of stockholders to be held in 1998 (Class One) and the term
of office of the second class will expire as of the annual meeting of
stockholders to be held in 1999 (Class Two). 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. If elected, Messrs. John D. Carifa
and Robert C. White and Ms. Ruth Block will be the members constituting Class
Three; Messrs. David H. Dievler and Clifford L. Michel will be the members
constituting Class One; and Messrs. John H. Dobkin and William H. Foulk, Jr.
and Dr. James M. Hester will be the members constituting Class Two.
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.
All of the nominees listed above have served as Directors of the Fund since
the commencement of the Fund's operations on October 28, 1994. Each nominee
has consented to serve as a Director. The Board of Directors knows of no
reason why any of these nominees will be unable to serve, but in the event of
such inability, the proxies received will be voted for such substitute
nominees as the Board of Directors may recommend. With respect to the Fund,
the affirmative vote of a plurality of the votes cast is required to elect a
Director.
2
<PAGE>
Certain information concerning the Fund's Directors and nominees for election
as Directors is set forth below.
<TABLE>
<CAPTION>
YEAR TERM NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES AS DIRECTOR BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST WILL EXPIRE OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A IF ELECTED AT INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR THE MEETING NOVEMBER 17, 1995
-------------------------------------- ---------- ------------- -----------------
<C> <S> <C> <C> <C>
* John D. Carifa, Chairman of the
Board and President, 50.
President, Chief Operating
Officer and a Director of
Alliance Capital Management
Corporation ("ACMC")++......... 1994 1997 -0-
(Class Three)
**+ Ruth Block, Director, 65. She
was formerly an Executive Vice
President and Chief Insurance
Officer of The Equitable Life
Assurance Society of the United
States. She is a Director of
Ecolab Incorporated (specialty
chemicals) and Amoco
Corporation
(oil and gas).................. 1994 1997 500
(Class Three)
**+ David H. Dievler, Director, 66.
He was formerly a Senior Vice
President of ACMC until
December 1994.................. 1994 1998 -0-
(Class One)
**+ John H. Dobkin, Director, 53.
President of Historic Hudson
Valley (historic preservation)
since 1990. He was formerly
Director of the National
Academy of Design. From 1987 to
1992 he was a director of
ACMC........................... 1994 1999 -0-
(Class Two)
**+ William H. Foulk, Jr.,
Director, 63. He is an
investment adviser and
independent consultant. He was
formerly Senior Manager of
Barrett Associates, Inc., a
registered investment adviser,
since 1986..................... 1994 1999 200
(Class Two)
**+ Dr. James M. Hester, Director,
71. President of The Harry
Frank Guggenheim Foundation. He
was formerly President of New
York University and The New
York Botanical Garden and
Rector of The United Nations
University. He is also a
Director of Union Carbide
Corporation.................... 1994 1999 -0-
(Class Two)
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with Alliance
Capital Management L.P. ("Alliance").
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ For purposes of this Proxy Statement, ACMC refers to Alliance Capital
Management Corporation, the sole general partner of Alliance, and to the
predecessor general partner of the same name.
3
<PAGE>
<TABLE>
<CAPTION>
YEAR TERM NUMBER OF SHARES
NAME, AGE, POSITIONS AND OFFICES AS DIRECTOR BENEFICIALLY
WITH THE FUND, PRINCIPAL YEAR FIRST WILL EXPIRE OWNED DIRECTLY OR
OCCUPATIONS DURING THE PAST FIVE YEARS BECAME A IF ELECTED AT INDIRECTLY AS OF
AND OTHER DIRECTORSHIPS DIRECTOR THE MEETING NOVEMBER 17, 1995
-------------------------------------- ---------- ------------- -----------------
<C> <S> <C> <C> <C>
**+ Clifford L. Michel, Director,
56. Partner of the law firm of
Cahill Gordon & Reindel. He is
Chief Executive Officer of
Wenonah Development Company
(investments) and a Director of
Placer Dome, Inc. (mining)..... 1994 1998 -0-
(Class One)
**+ Robert C. White, Director, 75.
He was formerly Assistant
Treasurer of Ford Motor Company
and, until September 30, 1994,
Vice President and Chief
Financial Officer of the Howard
Hughes Medical Institute....... 1994 1997 -0-
(Class Three)
</TABLE>
- --------
** Member of the Audit Committee.
+ Member of the Nominating Committee.
During the fiscal period from the Fund's commencement of operations on
October 28, 1994 through September 30, 1995, the Board of Directors met three
times, the Audit Committee met once for the purposes described below in
Proposal Two and the Nominating Committee did not meet. 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 period from the
Fund's commencement of operations on October 28, 1994 through September 30,
1995, the aggregate compensation paid to each of the Directors during the
calendar year 1994 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.
<TABLE>
<CAPTION>
AGGREGATE TOTAL NUMBER
COMPENSATION OF FUNDS IN THE
FROM THE FUND TOTAL COMPENSATION FROM ALLIANCE FUND COMPLEX,
DURING THE THE ALLIANCE FUND COMPLEX, INCLUDING THE FUND,
FISCAL PERIOD ENDED INCLUDING THE FUND, AS TO WHICH THE DIRECTOR
NAME OF DIRECTOR SEPTEMBER 30, 1995 DURING CALENDAR YEAR 1994 IS A DIRECTOR OR TRUSTEE
---------------- ------------------- -------------------------- ------------------------
<S> <C> <C> <C>
John D. Carifa.......... $ 0 $ 0 48
Ruth Block.............. $3,500 $157,000 35
David H. Dievler........ $3,500 $ 0 41
John H. Dobkin.......... $3,500 $110,750 28
William H. Foulk........ $3,500 $141,500 29
James M. Hester......... $3,500 $154,500 36
Clifford L. Michel...... $3,125 $120,500 35
Robert C. White......... $3,500 $133,500 35
</TABLE>
4
<PAGE>
As of November 17, 1995, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund. Since November 1, 1994, none of
the Fund's Directors engaged in a purchase or sale of the securities of
Alliance or any of its parents or subsidiaries in an amount exceeding 1% of
the relevant class of outstanding securities.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND.
PROPOSAL TWO
RATIFICATION OF SELECTION
OF INDEPENDENT ACCOUNTANTS
The Board of Directors recommends that the stockholders of the Fund ratify
the selection of Price Waterhouse LLP, independent accountants, to audit the
accounts of the Fund for the fiscal year ending September 30, 1996. 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 July 18,
1995. 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 Fund's commencement of 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 to 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 RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS OF THE FUND.
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS,
INVESTMENT 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, Chairman of the Board and President (see Proposal One,
Election of Directors, at Page 3 for biographical information).
Alfred Harrison, Senior Vice President, 58, is a Vice Chairman of the Board
of ACMC, with which he has been associated since prior to 1990.
Peter W. Adams, Vice President, 56, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1990.
5
<PAGE>
Thomas Bardong, Vice President, 50, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1990.
Jack Koltes, Vice President, 53, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1990.
Eric N. Perkins, Vice President, 40, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1990.
James G. Reilly, Vice President, 34, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1990.
Mark D. Gersten, Treasurer and Chief Financial Officer, 45, is a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1990.
Edmund P. Bergan, Jr., Secretary, 45, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS and a Vice
President and Assistant General Counsel of ACMC, with which he has been
associated since prior to 1990.
The address of Messrs. Carifa, Bardong and Bergan is c/o Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The
address of Messrs. Harrison, Koltes, Perkins and Reilly is c/o Alliance
Capital Management L.P., 601 Second Avenue South, Minneapolis, Minnesota
55402. The address of Mr. Adams is c/o Alliance Capital Management L.P., 3201
Enterprise Parkway, Lakepoint Office Park, Suite 240, Cleveland, Ohio 44122.
The address of Mr. Gersten is c/o Alliance Capital Management L.P., 500 Plaza
Drive, Secaucus, New Jersey 07094.
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.
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 and reports of changes in ownership of shares of the Fund. During the
fiscal period from the Fund's commencement of operations on October 28, 1994
through September 30, 1995, a required report was not filed on a timely basis
on behalf of Ms. Ruth Block. The report, in this case, related to Form 5.
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 August 8,
1996 for inclusion in the Fund's proxy statement and form of proxy card
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.
6
<PAGE>
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.
REPORTS TO STOCKHOLDERS
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 Duncan McCuaig at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
December 6, 1995
New York, New York
7
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- ------------------------------------------------------------------------------
<S> <C>
Introduction............................................................. 1
Proposal One: Election of Directors...................................... 2
Proposal Two: Ratification of Selection of Independent Accountants....... 5
Information as to the Fund's Principal Officers, Investment Adviser and
Administrator........................................................... 5
Submission of Proposals for the Next Annual Meeting of Stockholders...... 6
Other Matters............................................................ 7
Reports to Stockholders.................................................. 7
</TABLE>
ALLIANCE ALL-MARKET
ADVANTAGE FUND, INC.
- --------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- --------------------------------------------------------------------------------
NOTICE OF FIRST ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
JANUARY 9, 1996
00250205.ak4
<PAGE>
APPENDIX
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
PROXY FOR THE FIRST ANNUAL MEETING OF STOCKHOLDERS
JANUARY 9, 1996
P R O X Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Domenick Pugliese and
Carol H. Rappa as proxies, each with the power to appoint his or
her substitute, and authorizes each of them to represent and to
vote, as designated on the reverse hereof, all shares of Common
Stock of Alliance All-Market Advantage Fund, Inc. (the "Fund")
held of record by the undersigned on November 17, 1995 at the
First Annual Meeting of Stockholders of the Fund to be held at
11:00 a.m., Eastern Standard Time, on January 9, 1996 at the
offices of the Fund, 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105, and at all adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO
DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND
2.
(Continued and to be signed on the reverse side)
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
P. O. BOX 11481
NEW YORK, N.Y. 10203-0481
<PAGE>
1. Election of Directors FOR all nominees / /
listed below
WITHHOLD AUTHORITY to / / *EXCEPTIONS / /
vote for all nominees
listed below
NOMINEES:
Class I to serve until 1998. David H. Dievler,
Cliford L. Michel
Class II to serve until 1999. John H. Dobkin, William H.
Foulk, Jr., James M. Hester
Class III to serve until 1997. John D. Carifa, Ruth Block,
Robert C. White
(INSTRUCTIONS: To withhold authority to vote for any
individual nominee, mark the "Exceptions" box and write that
nominee's name in the space provided below.)
* Exceptions_______________________________________________
2. Ratification of the selection of Price Waterhouse LLP as the
independent accountants for the Fund for the fiscal year
ending September 30, 1996.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon all such other
business as may properly come before the First Annual
Meeting or any adjournment thereof.
CHANGE OF ADDRESS OR COMMENTS MARK HERE / /
PLEASE SIGN THIS PROXY IN THE SPACE PROVIDED BELOW.
EXECUTION BY STOCKHOLDERS WHO ARE NOT INDIVIDUALS MUST BE
MADE BY AN AUTHORIZED SIGNATORY.
Date:____________________________ 199_
_______________________________________
Name of Stockholder
_______________________________________
Signature
VOTES MUST BE INDICATED (X) IN BLACK OR BLUE INK. / /
<PAGE>
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE - NO POSTAGE IS REQUIRED.
00250205.AK4
