<PAGE> 1
FILE NOS: 2-27330
811-1539
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
- --------------------------------------------------------------------------------
(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 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 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.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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<PAGE> 2
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF ANNUAL MEETING
March 4, 1996
To Variable Annuity Contract Owners:
Notice is hereby given that the Annual Meeting of Variable Annuity Contract
Owners of The Travelers Growth and Income Stock Account for Variable Annuities
("Account GIS") will be held at its offices at One Tower Square, Hartford,
Connecticut, on Friday, April 19, 1996 at 8:30 a.m. for the following purposes:
1. To elect five (5) members of the Board of Managers to serve until
the next annual meeting and until their successors are elected and qualify.
2. To ratify the selection of Coopers & Lybrand L.L.P. as independent
accountants of Account GIS for the year ending December 31, 1996.
3. To act on any and all other business as may properly come before
the meeting.
The close of business on February 16, 1996 has been fixed as the record
date for the determination of Variable Annuity Contract Owners entitled to
notice of and to vote at said meeting.
By order of the Board of Managers.
/s/ ERNEST J. WRIGHT
ERNEST J. WRIGHT, SECRETARY
Please complete and return the enclosed proxy card as soon as possible in
the post-paid envelope provided. Your prompt response is appreciated.
001
<PAGE> 3
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT FOR THE ANNUAL MEETING OF VARIABLE ANNUITY CONTRACT OWNERS
TO BE HELD ON FRIDAY, APRIL 19, 1996
THE BOARD OF MANAGERS OF THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR
VARIABLE ANNUITIES (ACCOUNT GIS) SOLICITS YOUR PROXY FOR USE AT THE ANNUAL
MEETING OF CONTRACT OWNERS AND AT ANY ADJOURNMENT OF IT. The annual meeting will
be held at 8:30 a.m. on Friday, April 19, 1996, at the offices of Account GIS,
One Tower Square, Hartford, Connecticut. This proxy material is expected to be
mailed to Contract Owners on or about March 4, 1996.
VOTE BY PROXY
A proxy card is enclosed for use at the meeting. The proxy card may be
revoked at any time before it is voted by sending a written notice of revocation
to Account GIS's Secretary or by appearing in person to vote at the meeting. All
proxy cards which are properly executed and received in time and not so revoked
will be voted at the meeting in accordance with the instructions on them, if
any. If no specification is made, the proxy card will be voted for the election
of the five nominees for members of the Board of Managers listed in this proxy
statement and for the ratification of the selection of Coopers & Lybrand L.L.P.
as independent accountants for the fiscal year ending December 31, 1996.
COST OF SOLICITATION
The cost of soliciting these proxies will be borne by The Travelers
Insurance Company ("Travelers Insurance"), the issuer of the variable annuity
contracts that use Account GIS as an investment alternative. Proxies may be
solicited by directors, officers or employees of Travelers Insurance on behalf
of the Board of Managers of Account GIS, either in person, by telephone or by
telegram.
CONTRACT OWNERS AND THE VOTE
Only Contract Owners of record at the close of business on February 16,
1996 (the record date) will be entitled to notice of and to vote at the annual
meeting. On the record date, there were 44,407,826 units of Account GIS
outstanding and entitled to be voted at the meeting. The number of full and
fractional votes, which you as a Contract Owner are entitled to cast is set
forth on the enclosed proxy card. As of January 31, 1996, no single person or
entity owned beneficially a contract or contracts entitling it to cast more than
5% of the total outstanding votes.
VOTE REQUIRED
Approval of Proposals 1 and 2 requires the affirmative vote of the holders
of a majority of the voting securities present at the meeting.
<PAGE> 4
ANNUAL REPORT
Account GIS's Annual Report containing financial statements for the fiscal
year ended December 31, 1995, was mailed to Contract Owners of record as of
December 31, 1995. Copies of the Annual Report may be obtained by writing to The
Travelers Insurance Company, Annuity Services, One Tower Square, Hartford,
Connecticut 06183-5030, or by calling (860) 277-3525.
1. ELECTION OF THE BOARD OF MANAGERS
At the meeting, five members of the Board of Managers are to be elected to
hold office until the next annual meeting and until their successors shall have
been elected and qualify. Unless this authority has been withheld on the proxy
card, it is intended that the proxy card will be voted for the election of the
five nominees named below. If any of the nominees are unable to serve at the
time of the meeting, and there is no reason to believe they will not serve, the
persons named as proxies may vote for any other person or persons as they may
determine at their discretion. The following nominees are recommended by the
Nominating Committee pursuant to their meeting held on January 18, 1996.
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/95
- -------------------- --------------------------------------------------------- ----------
<C> <S> <C>
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 62 ("Smith Barney"); Chairman (1993-present), Smith Barney
Member Since 1995 Strategy Advisors, Inc.; President (1994-present), Smith
Barney Mutual Funds Management Inc.; Chairman and
Director of forty-one investment companies associated
with Smith Barney; Chairman, Board of Trustees, Drew
University; Trustee, The East New York Savings Bank;
Advisory Director, First Empire State Corporation;
Chairman, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+;
Chairman, Board of Trustees, five Mutual Funds sponsored
by The Travelers Insurance Company++; prior to July 1993,
Senior Executive Vice President of Shearson Lehman
Brothers Inc.
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & None
Age 72 Angell, Attorneys; Member, Advisory Board (1973-1994),
Member Since 1969 thirty-one mutual funds sponsored by Keystone Group,
Inc.; Member, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored by The Travelers
Insurance Company++.
Robert E. McGill, III Retired manufacturing executive. Director (1983-1995), None
Age 64 Executive Vice President (1989-1994) and Senior Vice
Member Since 1974 President, Finance and Administration (1983-1989), The
Dexter Corporation (manufacturer of specialty chemicals
and materials);
</TABLE>
2
<PAGE> 5
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
MEMBER PRINCIPAL OCCUPATION 12/31/95
- -------------------- --------------------------------------------------------- ----------
<C> <S> <C>
Vice Chairman (1990-1992), Director (1983-1995), Life
Technologies, Inc. (life science/biotechnology products);
Director (1994-present), The Connecticut Surety
Corporation (insurance); Director (1995-present)
Calbiochem Novachem International (life
science/biotechnology products); Director (1995-present),
Chemfab Corporation (specialty materials manufacturer);
Member, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored by The Travelers
Insurance Company++.
Lewis Mandell Dean, College of Business Administration (1995-present), None
Age 53 Marquette University; Professor of Finance (1980-1995)
Member Since 1990 and Associate Dean (1993-1995), School of Business
Administration, and Director, Center for Research and
Development in Financial Services (1980-1995), University
of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services);
Member, Board of Managers, seven Variable Annuity
Separate Accounts of The Travelers Insurance Company+;
Trustee, five Mutual Funds sponsored by The Travelers
Insurance Company++.
Frances M. Hawk Portfolio Manager (1992-present), HLM Management Com- None
Age 48 pany, Inc. (investment management); Assistant Treasurer,
Member Since 1991 Pensions and Benefits Management (1989-1992), United
Technologies Corporation (broad-based designer and manu-
facturer of high technology products); Member, Board of
Managers, seven Variable Annuity Separate Accounts of The
Travelers Insurance Company+; Trustee, five Mutual Funds
sponsored by The Travelers Insurance Company++.
</TABLE>
- ---------------
+ These seven Variable Annuity Separate Accounts are: The Travelers Growth and
Income Stock Account for Variable Annuities; The Travelers Quality Bond
Account for Variable Annuities; The Travelers Money Market Account for
Variable Annuities; The Travelers Timed Growth and Income Stock Account for
Variable Annuities; The Travelers Timed Short-Term Bond Account for Variable
Annuities; The Travelers Timed Aggressive Stock Account for Variable
Annuities and The Travelers Timed Bond Account for Variable Annuities.
++ These five Mutual Funds are: Capital Appreciation Fund; Cash Income Trust;
High Yield Bond Trust; Managed Assets Trust and The Travelers Series Trust.
* Mr. McLendon is an "interested person" within the meaning of the Investment
Company Act of 1940, as amended ("1940 Act") by virtue of his position as
Director of The Travelers Investment Management Company ("TIMCO"), the
investment adviser to Account GIS. TIMCO is a wholly owned subsidiary of
Smith Barney Holdings Inc., which is a wholly owned
3
<PAGE> 6
subsidiary of Travelers Group Inc. Mr. McLendon also owns shares and options
to purchase shares of Travelers Group Inc., the indirect parent of The
Travelers Insurance Company.
Prior to each annual meeting of Contract Owners at which members of the
Board of Managers are to be elected, or if a vacancy in the Board of Managers
occurs between such meetings, the Nominating Committee of the Board of Managers
recommends candidates for nomination as members of the Board of Managers.
Account GIS's Nominating Committee consists of those members of the Board of
Managers not affiliated as employees of Travelers Group Inc. or its
subsidiaries. Currently, these are Knight Edwards, Robert E. McGill, III, Lewis
Mandell and Frances M. Hawk. During the fiscal year ended December 31, 1995, the
Nominating Committee held one meeting. The Committee will consider potential
nominees recommended by Contract Owners. Any Contract Owner desiring to present
a candidate to the Committee for consideration should submit the name of the
candidate, in writing, to Account GIS's Secretary prior to December 31, 1996.
MEETINGS
There were four meetings of the Board of Managers of Account GIS during
1995. All members of the Board of Managers attended at least 75% of the
aggregate of its meetings and the meetings of the committees of which they were
members.
REMUNERATION OF THE BOARD OF MANAGERS
Members of the Board of Managers who are also employees of Travelers Group
Inc. or its subsidiaries are not entitled to any fee. Members of the Board of
Managers who are not affiliated as employees of Travelers Group Inc. or its
subsidiaries receive an aggregate annual retainer of $17,000 for service on the
Boards of the seven Variable Annuity Separate Accounts established by Travelers
Insurance and the five Mutual Funds sponsored by Travelers Insurance. They also
receive an aggregate fee of $2,000 for each meeting of such Boards attended. As
indicated under "Distribution and Management Agreement" on page 7, such
compensation is currently paid by Travelers Insurance.
2. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
It is proposed that Contract Owners ratify the action of the Board of
Managers, taken on January 18, 1996 by a unanimous vote, cast in person,
including those members of the Board of Managers who are not interested persons
of Account GIS, to select the firm of Coopers & Lybrand L.L.P. as the
independent accountants of Account GIS for the fiscal year ending December 31,
1996. A representative from Coopers & Lybrand L.L.P. is expected to be present
at the meeting with the opportunity to make a statement if desired, and is
expected to be available to respond to appropriate questions.
The services provided to Account GIS by Coopers & Lybrand L.L.P. were in
connection with the audit function for the year 1995 and included primarily the
examination of Account GIS's financial statements and the review of filings made
with the Securities and Exchange Commission.
4
<PAGE> 7
Account GIS's Audit Committee consists of those members of the Board of
Managers not affiliated as employees of Travelers Group Inc. or its
subsidiaries. Currently, these are Knight Edwards, Robert E. McGill, III, Lewis
Mandell and Frances M. Hawk. The Audit Committee reviews the services performed
by Coopers & Lybrand L.L.P. During the fiscal year ended December 31, 1995, the
Audit Committee held one meeting.
ADDITIONAL INFORMATION
CONTRACT OWNER PROPOSALS
All Contract Owner proposals to be included in the Proxy Statement for the
next annual meeting must be received by Account GIS's Secretary at One Tower
Square, Hartford, Connecticut 06183 by November 1, 1996.
It is suggested that Contract Owners submit their proposals by Certified
Mail -- Return Receipt Requested. The Securities and Exchange Commission has
adopted certain requirements which apply to any proposals of Contract Owners.
THE INVESTMENT ADVISER
The Travelers Investment Management Company ("TIMCO"), One Tower Square,
Hartford, Connecticut, serves as investment adviser to Account GIS pursuant to
an Investment Advisory Agreement dated December 30, 1992 and amended May 1, 1994
(the "Advisory Agreement"). The Advisory Agreement was approved by a vote of
Contract Owners at the annual meeting held on April 22, 1994.
Under the terms of the Advisory Agreement, TIMCO is paid an amount
equivalent to 0.45% on an annual basis of the value of Account GIS's assets. The
advisory fees paid by Account GIS for the fiscal year ended December 31, 1995,
were $1,700,124.
As required by the 1940 Act, the Advisory Agreement will continue in effect
for a period of more than two years from the date of its execution only so long
as its continuance is specifically approved at least annually (i) by a vote of a
majority of the Board of Managers, or (ii) by a vote of a majority of the
outstanding voting securities of Account GIS. In addition, and in either event,
the terms of the Advisory Agreement must be approved annually by a vote of a
majority of the Board of Managers who are not parties to, or interested persons
of any party to, the Advisory Agreement, cast in person at a meeting called for
the purpose of voting on such approval and at which the Board of Managers is
furnished such information as may be reasonably necessary to evaluate the terms
of the Advisory Agreement. The Advisory Agreement further provides that it will
terminate automatically upon assignment; may be amended only with prior approval
of a majority of the outstanding voting securities of Account GIS; may be
terminated without the payment of any penalty at any time upon sixty days'
notice by the Board of Managers or by a vote of a majority of the outstanding
voting securities of Account GIS; and may not be terminated by TIMCO without
prior approval of a new investment advisory agreement by a vote of a majority of
the outstanding voting securities of Account GIS.
5
<PAGE> 8
TIMCO is a registered investment adviser which has provided investment
advisory services since its incorporation in 1967. TIMCO currently manages
assets of over $1.1 billion. TIMCO is a wholly owned subsidiary of Smith Barney
Holdings Inc. (388 Greenwich Street, New York, New York), a wholly owned
subsidiary of Travelers Group Inc. (388 Greenwich Street, New York, New York).
As of December 31, 1995, no person or entity was known to be a beneficial owner
of 10% or more of the voting securities of Travelers Group Inc.
The principal executive officers and directors of TIMCO are set forth in
the following table along with their addresses and principal occupations, as
well as their respective positions with registered investment companies for
which TIMCO currently acts as investment adviser.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF POSITION WITH POSITION WITH
PRINCIPAL EXECUTIVE THE TRAVELERS INVESTMENT INVESTMENT
OFFICER AND DIRECTORS MANAGEMENT COMPANY COMPANIES(1) PRINCIPAL OCCUPATION
- --------------------- ------------------------ ------------------- ------------------------
<S> <C> <C> <C>
Jeffrey B. Lane(2) Director and Chairman Vice Chairman,
Smith Barney Inc.
Heath B. McLendon(2) Director Chairman, Board of Managing Director Smith
Managers/Trustees Barney Inc.
Kent A. Kelley(3) Director and Chief Chief Executive Officer
Executive Officer TIMCO
Sandip A. Bhagat(3) Director and President President
TIMCO
James W. Churm(2) Corporate Secretary Senior Vice President
Managing Counsel
Smith Barney Inc.
</TABLE>
- ---------------
(1) Investment companies currently managed by TIMCO: The Travelers Growth and
Income Stock Account for Variable Annuities; The Travelers Timed Growth and
Income Stock Account for Variable Annuities; The Travelers Timed Short-Term
Bond Account for Variable Annuities; The Travelers Timed Aggressive Stock
Account for Variable Annuities; Capital Appreciation Fund and Managed Assets
Trust.
(2) The address for the above-named persons is Smith Barney Inc., 388 Greenwich
Street, New York, New York.
(3) The address for the above-named persons is The Travelers Investment
Management Company, One Tower Square, Hartford, Connecticut.
- --------------------------------------------------------------------------------
Investment advice and decisions for each of TIMCO's clients are made in
accordance with their investment objectives and policies. Securities considered
for investment by Account GIS are also usually considered appropriate for
investment by other clients served by TIMCO. When the same investment advice or
decision is made for more than one client at or about the same time and
purchases or sales are made pursuant thereto, transactions in such securities
are generally allocated daily among the clients pro rata in relation to the size
of the order, using the daily average price. It is recognized that in some cases
this practice could have a detrimental effect on the price or volume
6
<PAGE> 9
of securities being bought or sold by Account GIS, while in other cases it may
produce better executions or lower brokerage rates.
DISTRIBUTION AND MANAGEMENT AGREEMENT
Tower Square Securities, Inc. ("Tower Square"), One Tower Square, Hartford,
Connecticut, is the principal underwriter for Account GIS. Tower Square is a
wholly owned subsidiary of The Travelers Insurance Group Inc., which is an
indirectly wholly owned subsidiary of Travelers Group Inc.
Under the terms of the Distribution and Management Agreement, Travelers
Insurance provides all administrative services and mortality and expense risk
guarantees related to variable annuity contracts issued by Travelers Insurance
and funded by Account GIS, and assumes the risk of minimum death benefits, as
applicable. For providing mortality and expense risk guarantees, Travelers
Insurance receives compensation in an amount equivalent to 1.0017% on an annual
basis of the value of the net assets of Account GIS for variable annuity
contracts issued on or before May 16, 1983, and 1.25% for variable annuity
contracts issued after May 16, 1983. Tower Square performs all sales functions
relative to the sale and distribution of the Contracts. Tower Square receives no
compensation for its services as principal underwriter.
During 1995, Travelers Insurance received $229,320 for sales and
administrative expenses, $3,510 for minimum death benefits and $4,324,809 for
mortality and expense guarantees, for a total of $4,557,639 under the
Distribution and Management Agreement. Travelers Insurance pays all sales costs
and costs of qualifying Account GIS and its contracts with regulatory
authorities, as well as all printing costs and costs of proxy solicitation,
sales literature, custodian, accountants' and legal fees, and compensation of
the Board of Managers. Travelers Insurance also provides without cost to Account
GIS all necessary office space, facilities and personnel to manage its affairs.
The Distribution and Management Agreement will, as required by the 1940
Act, continue in effect for a period more than two years from the date of its
execution only so long as its continuance is specifically approved at least
annually (i) by a vote of a majority of the Board of Managers, or (ii) by a vote
of a majority of the outstanding voting securities of Account GIS. In addition,
and in either event, the terms of the Distribution and Management Agreement must
be approved annually by a vote of a majority of the Board of Managers who are
not parties to, or interested persons of any party to, the Distribution and
Management Agreement, cast in person at a meeting called for the purpose of
voting on such approval. The Board of Managers of Account GIS, including those
members of the Board of Managers who are not interested persons of Account GIS,
voting in person on January 18, 1996, at a meeting called for the purpose of
voting on such approval, by unanimous action voted to approve continuance of the
Distribution and Management Agreement.
3. OTHER BUSINESS
The Board of Managers knows of no other business to be presented at the
meeting. The proxy card gives the persons named in the proxy discretion to vote
according to their best judgment if any other business properly comes before the
meeting.
7
<PAGE> 10
THE TRAVELERS
GROWTH AND INCOME
STOCK ACCOUNT
FOR VARIABLE ANNUITIES
PROXY STATEMENT
VG-82 1996
001
<PAGE> 11
THE TRAVELERS GROWTH AND INCOME STOCK ACCOUNT FOR VARIABLE ANNUITIES
Proxy for the Annual Meeting of Contract Owners to be held on April 19, 1996
The undersigned, revoking all proxies heretofore given, hereby appoints Heath
B. McLendon, Robert E. McGill, III, or either one of them, as Proxies, with
full power of substitution, to vote on behalf of the undersigned all units of
The Travelers Growth and Income Stock Account for Variable Annuities which the
undersigned is entitled to vote at the Annual Meeting of Contract Owners to be
held at 8:30 a.m. on Friday, April 19, 1996 at One Tower Square, Hartford,
Connecticut, and at any adjournment thereof, in the manner directed below with
respect to the matters described in the Proxy Statement for the Annual Meeting,
receipt of which is hereby acknowledged, and in their discretion, upon such
other matters as may properly come before the Annual Meeting or any adjournment
thereof.
<TABLE>
<CAPTION>
FOR FOR, except WITHHOLD
Please vote by filling in the appropriate box below, as shown, using blue or all vote withheld AUTHORITY
black ink or dark pencil. Do not use red ink. /X/ nominees for nominees for all
listed below nominees
<S> <C> <C> <C>
1. Election of the Board of Managers - Nominees: / / / / / /
Heath B. McLendon, Knight Edwards, Robert E. McGill, III, Lewis
Mandell, and Frances M. Hawk.
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Ratification of the selection of Coopers & Lybrand L.L.P. as / / / / / /
independent accountants for the fiscal year ending December 31, 1996.
</TABLE>
In their discretion, the Proxies are authorized to vote on any and all other
business as may properly come before the meeting.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD. 001
<PAGE> 12
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF MANAGERS. THE BOARD OF
MANAGERS RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. THE UNITS REPRESENTED HEREBY
WILL BE VOTED BY THE PROXIES IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED
CONTRACT OWNER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
PROPOSALS 1 AND 2.
----------------------------------------
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
----------------------------------------
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
DATE:_________________,1996
If signing in a representative capacity (as attorney, executor
or administrator, trustee, guardian or custodian, corporate
officer or general partner), please indicate such capacity
following signature. Proxies for custodian accounts must
be signed by the named custodian, not by the minor.
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Signature(s) if held jointly (Title(s), if required) 001
