SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The First Commonwealth Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
The First Commonwealth Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 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.
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
/X/ 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 identifying 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:
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[LOGO]
800 Scudders Mill Road
Plainsboro, New Jersey
08536
(609) 282-4600
January 18, 1996
Dear Shareholder:
The Annual Meeting of Shareholders is to be held at 1:00 p.m. on Thursday,
March 14, 1996, at the offices of Prudential Securities Incorporated, One
Seaport Plaza, New York, New York. A Proxy Statement regarding the meeting,
proxy card for your vote at the meeting and an envelope -- postage prepaid -- in
which to return your proxy are enclosed.
At the Annual Meeting, the holders of the Fund's common stock will elect the
Fund's Class I Directors, the holders of the Fund's preferred stock will vote
separately as a single class to elect two additional Directors, and the holders
of both common and preferred stock will consider the ratification of the
selection of Price Waterhouse LLP as independent public accountants and a
proposal to amend the Fund's charter documents to decrease the liquidation value
of the Fund's shares of preferred stock, Series W-7, in order to effect a stock
split of such shares. In addition, the shareholders present will hear a report
on the Fund. There will be an opportunity to discuss matters of interest to you
as a shareholder.
Your Directors recommend that the shareholders vote in favor of each of the
foregoing matters.
SIR RODEN CUTLER LAURENCE S. FREEDMAN
CHAIRMAN PRESIDENT
SHAREHOLDERS ARE URGED TO SIGN AND MAIL THE ENCLOSED PROXY IN THE ENCLOSED
ENVELOPE SO AS TO ASSURE A QUORUM AT THE MEETING. THIS IS IMPORTANT REGARDLESS
OF THE SIZE OF YOUR SHAREHOLDING.
(This page has been left blank intentionally.)
THE FIRST COMMONWEALTH FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
---------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MARCH 14, 1996
------------------------
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of The First
Commonwealth Fund, Inc. (the "Fund") will be held at the offices of Prudential
Securities Incorporated, One Seaport Plaza, New York, New York on March 14,
1996, at 1:00 p.m. for the following purposes:
(1) To elect five Directors to serve as Class I Directors for a three year
term;
(2) To elect two Directors to represent the interests of the holders of
preferred stock for the ensuing year;
(3) To ratify the selection of Price Waterhouse LLP as independent public
accountants of the Fund for the fiscal year ending October 31, 1996;
(4) To amend the Fund's charter documents to decrease the liquidation value
of the shares of preferred stock, Series W-7, in order to effect a stock
split of such shares; and
(5) To transact such other business as may properly come before the meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on January 2, 1996 as
the record date for the determination of shareholders entitled to vote at the
meeting or any adjournment thereof.
By Order of the Board of Directors,
Roy M. Randall, SECRETARY
New York, New York
January 18, 1996
IMPORTANT: YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING. SHAREHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE REQUESTED TO COMPLETE, DATE
AND SIGN THE ENCLOSED FORM OF PROXY AND RETURN IT PROMPTLY IN THE ADDRESSED
ENVELOPE WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE. YOUR
PROMPT RETURN OF THE ENCLOSED PROXY MAY SAVE THE FUND THE NECESSITY AND EXPENSE
OF FURTHER SOLICITATIONS TO ASSURE A QUORUM AT THE MEETING. THE ENCLOSED PROXY
IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE FUND.
(This page has been left blank intentionally.)
PROXY STATEMENT
THE FIRST COMMONWEALTH FUND, INC.
800 SCUDDERS MILL ROAD
PLAINSBORO, NEW JERSEY 08536
---------------------
ANNUAL MEETING OF SHAREHOLDERS
MARCH 14, 1996
------------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The First Commonwealth Fund, Inc.
(the "Fund"), a Maryland corporation, to be voted at the Annual Meeting of
Shareholders of the Fund (the "Meeting") to be held at the offices of Prudential
Securities Incorporated, One Seaport Plaza, New York, New York on March 14,
1996, at 1:00 p.m. The approximate mailing date for this Proxy Statement is
January 18, 1996.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies
submitted by holders of the Fund's common stock will be voted in FAVOR of
Proposals 1, 3 and 4 and proxies submitted by holders of the Fund's preferred
stock will be voted in FAVOR of Proposals 2, 3 and 4. Any proxy may be revoked
at any time prior to the exercise thereof by giving written notice to the
Secretary of the Fund (addressed to the Fund, in care of Tritech Services, P.O.
Box 44400, New Brunswick, New Jersey 08944-4400).
The following table indicates which class of the Fund's shareholders is
being solicited with respect to each Proposal to be considered at the Meeting.
SOLICITATION OF VOTE OF
SOLICITATION OF VOTE OF PREFERRED
COMMON STOCKHOLDERS
STOCKHOLDERS (SERIES W-7)
-------------------------- --------------------------
PROPOSAL 1:
Election of Class I Directors Yes No
PROPOSAL 2:
Election of Preferred Directors No Yes
PROPOSAL 3:
Selection of Independent Public Accountants Yes Yes
PROPOSAL 4:
Amendment to Charter Yes Yes
1
The Board of Directors has fixed the close of business on January 2, 1996 as
the record date for the determination of shareholders entitled to notice of and
to vote at the Meeting and at any adjournment thereof. Shareholders on the
record date will be entitled to one vote for each share held. As of January 2,
1996, the Fund had 9,266,209 shares of common stock, par value $0.001 per share,
outstanding and 600 shares of Auction Market Preferred Stock, Series W-7, par
value $0.001 per share, outstanding. To the best knowledge of management of the
Fund, as of the record date no persons or group beneficially owned more than
five percent of the outstanding shares of common or preferred stock of the Fund.
The Board of Directors of the Fund knows of no business other than that
mentioned in the Notice of the Meeting which will be presented for consideration
at the Meeting. If any other matter is properly presented, it is the intention
of the persons named in the enclosed proxy to vote in accordance with their best
judgment.
The Fund will furnish, without charge, a copy of the Fund's annual report
for its fiscal year ended October 31, 1995 to any Fund shareholder upon request.
To request a copy please call or write to the Fund's Administrator, Princeton
Administrators, Inc., at 800 Scudders Mill Road, Plainsboro, New Jersey 08536,
Telephone: 1-800-543-6217.
PROPOSAL 1: ELECTION OF CLASS I DIRECTORS
The Fund's Articles of Incorporation provide that the Board of Directors to
be elected by holders of the Fund's common stock will be divided into three
classes, as nearly equal in number as possible, each of which, after a
transition period, will serve for three years with one class being elected each
year. Each year the term of office of one class will expire. David Lindsay
Elsum, Laurence S. Freedman, Michael R. Horsburgh, David Manor and E. Duff
Scott, Directors who were elected to serve until the Meeting, have been
nominated for a three year term to expire at the Annual Meeting of Shareholders
to be held in 1999 and until their successors are duly elected and qualified.
The nominees have indicated an intention to serve if elected and have consented
to be named in this Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the persons listed below as Class I Directors for the
indicated three-year term. The Board of Directors of the Fund knows of no reason
why any of these nominees will be unable to serve, but in the event of any such
inability, the proxies received will be voted for such substituted nominees as
the Board of Directors may recommend.
2
The following table sets forth certain information concerning each nominee
for election as a Director and each Director of the Fund. Each of the nominees
is currently a Director of the Fund.
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
CLASS I
(CURRENT DIRECTORS AND NOMINEES FOR A TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1999)
David Lindsay Elsum++ Director, The First Australia Fund, Inc. (since 1985), The First 58 1992 --
9 May Grove Australia Prime Income Fund, Inc. (since 1986) and First
South Yarra, Victoria 3141 Australia Prime Income Investment Company Limited (since 1986);
Australia Director, MaxiLink Ltd.; President, State Superannuation Fund of
Victoria (1986-1993); Managing Director, The MLC Limited
(insurance) (1984-1985); Managing Director, Renison Goldfields
Consolidated Limited (mining) (1983-1984); Member, Administrative
Appeals Tribunal; Member, Corporations and Securities Panel of
the Australian Securities Commission of Australian States and
Territories; Chairman, Queen Victoria Market; Director, First
Resources Development Fund and Statewide Friendly Society.
3
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
Laurence S. Freedman* President of the Fund (since 1992); Sole Vice President and 52 1992 --
Level 3 Director (since 1985) and Chairman (since 1995), The First
190 George Street Australia Fund, Inc.; Sole Vice President and Director (since
Sydney, N.S.W. 2000 1986) and Chairman (since 1995), The First Australia Prime Income
Australia Fund, Inc.; Joint Managing Director, First Australia Prime Income
Investment Company Limited (since 1986); Founder and Joint
Managing Director, EquitiLink Limited (since 1986); Joint
Managing Director, EquitiLink Australia Limited (since 1981);
Director, EquitiLink International Management Limited (since
1985); Chairman and Joint Managing Director, MaxiLink Limited
(since 1987); Executive Director, MaxiLink Securities Limited
(since 1987); Chairman and Director, First Resources Development
Fund Limited (since 1994); Director, Ten Group Limited (since
1994); Director, Telecasters North Queensland Limited (since
1993); Managing Director, Link Enterprises (International) Pty.
Limited (an investment management company) (since 1980); Manager
of Investments, Bankers Trust Australia Limited (1978-1980);
Investment Manager, Consolidated Goldfields (Australia) Limited
(natural resources investments).
4
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
Michael R. Horsburgh Director, The First Australia Fund, Inc. (since 1985); Director, 50 1994 --
675 Third Avenue The First Australia Prime Income Fund, Inc. (since 1986);
22nd Floor Director and Chief Executive Officer, Horsburgh Carlson
New York, NY 10017 Investment Management, Inc. (since 1991); Director, The First
Hungary Fund; Managing Director, Barclays de Zoete Wedd
Investment Management (U.S.A.) (1990-1991); Special Associate
Director, Bear, Stearns & Co. Inc. (1989-1990); Senior Managing
Director, Bear, Stearns & Co. Inc. (1985-1989); General Partner,
Bear, Stearns & Co. Inc. (1981-1985); previously, Limited
Partner, Bear, Stearns & Co. Inc.
David Manor* Treasurer and Director of the Fund and The First Australia Prime 55 1992 --
Level 3 Income Fund, Inc. (since 1987); Treasurer of The First Australia
190 George Street Fund, Inc. (since 1987) and First Australia Prime Income
Sydney, N.S.W. 2000 Investment Company Limited (since 1987); Executive Director,
Australia EquitiLink Australia Limited and EquitiLink Limited (since 1986);
Director, EquitiLink International Management Limited (since
1987) and EquitiLink U.S.A., Inc.
5
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
E. Duff Scott+ Director, First Australia Prime Income Investment Company Limited 59 1992 --
Suite 400 (since 1989); President, Multibanc Financial Corporation and
70 University Avenue Multibanc NT Financial Corporation (investment holding companies)
Toronto, Ontario M5J 2M4 (since 1990); Chairman, QLT Phototherapeutics
Canada (biopharmaceuticals) (since 1991); Chairman, Prudential-Bache
Securities Canada (investment banking) (1988-1990); Chairman, The
Toronto Stock Exchange (1987-1989); Chairman, Peoples Jewelers
Corporation (retail jeweler) (1993-present).
6
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
CLASS II (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1997)
Rt. Hon. Malcolm Fraser, Director, The First Australia Fund, Inc. (since 1985), The First 65 1992 --
A.C., C.H.+ Australia Prime Income Fund, Inc. (since 1986) and First
55 Collins Street Australia Prime Income Investment Company Limited (since 1986);
Melbourne, Victoria 3000 Partner, Nareen Pastoral Company (agriculture); Fellow, Center
Australia for International Affairs, Harvard University; International
Council of Associates, Claremont University; Chairman, CARE
Australia (since 1987); President, CARE International
(1990-1995); Member, Byrnes International Advisory Board,
University of South Carolina (1985-1990); ANZ International Board
of Advice (1987-1993); InterAction Council for Former Heads of
Government; Co-Chairman, Commonwealth Eminent Persons Group on
Southern Africa (1985-1986); Chairman, United Nations Committee
on African Commodity Problems (1989-1990); Consultant, The
Prudential Insurance Company of America; International Consultant
on Political, Economic and Strategic Affairs (since March 1983);
Parliamentarian -- Prime Minister of Australia (1975-1983).
7
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
William J. Potter+++ Director, The First Australia Fund, Inc. (since 1985), The First 47 1992 --
156 W. 56th Street Australia Prime Income Fund, Inc. (since 1986) and First
17th Floor Australia Prime Income Investment Company Limited (since 1986);
New York, NY 10019 Partner, Sphere Capital Partners (corporate consulting) (since
1989); President, Ridgewood Partners, Ltd. (investment banking)
(since 1989); Managing Director, Prudential-Bache Securities Inc.
(1984-1989); Director, National Foreign Trade Association;
Director, Alexandria Bancorp Limited; Director, Battery
Technologies, Inc.; Director, Compuflex Inc.; Director, Impulsora
del Fondo Mexico; Director, Canadian Health Foundation; First
Vice President, Barclays Bank, plc (1982-1984); previously,
various positions with Toronto Dominion Bank.
Peter D. Sacks++ Director, The First Australia Prime Income Fund, Inc. (since 50 1992 --
33 Yonge Street 1993); President and Director, Toron Capital Markets, Inc.
Suite 706 (currency, interest rate and commodity risk management) (since
Toronto, Ontario M5E 1G4 1988); Director, Toron Capital Management Ltd. (commodity trading
Canada adviser) (since 1994); Vice President and Treasurer, Midland Bank
Canada (1987-1988); Vice President and Treasurer, Chase Manhattan
Bank of Canada (1985-1987).
8
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
Brian M. Sherman* Sole Vice President (since 1992) and Chairman (since 1995) of the 52 1992 --
Level 3 Fund; President and Director, The First Australia Fund, Inc.
190 George Street (since 1985) and The First Australia Prime Income Fund, Inc.
Sydney, N.S.W. 2000 (since 1986); Joint Managing Director (since 1986) and Chairman
Australia (since 1995), First Australia Prime Income Investment Company
Limited; Chairman and Joint Managing Director, EquitiLink Limited
(since 1986); Chairman and Joint Managing Director, EquitiLink
Australia Limited (since 1981); Director, EquitiLink
International Management Limited (since 1985); Joint Managing
Director, MaxiLink Limited (since 1987); Executive Director,
MaxiLink Securities Limited (since 1987); Director, First
Resources Development Fund Limited (since 1994); Director, Ten
Group Limited (since 1994); Director, Telecasters North
Queensland Limited (since 1993); Fund and Portfolio Manager,
Westpac Banking Corporation (1976-1981); Manager -- Investments,
Outwich Limited (an affiliate of Baring Brothers & Co. Ltd.)
(merchant bank) (1972-1976).
9
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
CLASS III (TERM EXPIRING AT THE ANNUAL MEETING TO BE HELD IN 1998)
Sir Roden Cutler, V.C., Director, The First Australia Fund, Inc. (since 1985), The First 79 1992 --
A.K., Australia Prime Income Fund, Inc. (since 1986) and First
K.C.M.G., K.C.V.O., C.B.E., Australia Prime Income Investment Company Limited (since 1986);
K.St.J. Australia Director, Rothmans Holding Ltd. (formerly Rothmans Pall
22 Ginahgulla Road Mall) (tobacco) (1981-1994); Chairman, State Bank of New South
Bellevue Hill, N.S.W. 2023 Wales (1981-1986); Governor of New South Wales, Australia
Australia (1966-1981).
Michael Gleeson-White, A.O.* Director, First Australia Prime Income Investment Company Limited 70 1992 --
9a Wellington Street (since 1986); Director, MaxiLink Limited (since 1987);
Woollahra, N.S.W. 2025 Consultant, EquitiLink Limited (since 1990); Chairman, Bank of
Australia Singapore (Australia) Limited (1987-1990).
10
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
PRESENT OFFICE WITH THE FUND, % OF TOTAL
NAME AND ADDRESS PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
OF EACH DIRECTOR OR NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- ---------------------------- ----------------------------------------------------------------- --- -------- -----------------
John T. Sheehy++ Director, The First Australia Fund, Inc. (since 1985), The First 53 1992 --
6920 Koll Center Parkway Australia Prime Income Fund, Inc. (since 1986) and First
Suite 225 Australia Prime Income Investment Company Limited (since 1986);
Pleasanton, CA 94566 Director, Greater Pacific Food Holdings, Inc. (food industry
investment company) (since 1993); Partner, Sphere Capital
Partners (corporate consulting) (since 1987); Director, Sphere
Capital Advisors (investment adviser); Director, Sandy
Corporation (corporate consulting, communication and training)
(since 1986); Associate Director, Bear, Stearns & Co. Inc.
(1985-1987); previously, Limited Partner, Bear, Stearns & Co.
Inc.
Warren C. Smith Director, First Australia Prime Income Investment Company 40 1992 --
1002 Sherbrooke St. West Limited; Editor, BCA Publications Ltd. (financial publications,
Montreal, Quebec H3A 3L6 including The Bank Credit Analyst) (since 1982).
Canada
- ------------------------
* Directors considered by the Fund and its counsel to be persons who are
"interested persons" (which as used in this Proxy Statement is as defined in
the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund
or of the Fund's investment manager or investment adviser. Messrs. Freedman,
Sherman, Manor and Gleeson-White are deemed to be interested persons because
of their affiliation with the Fund's investment manager and investment
adviser, or because they are officers of the Fund or both.
+ Messrs. Fraser, Potter and Scott are members of the Audit Committee.
++ Messrs. Elsum, Potter, Sacks and Sheehy are members of the Contract Review
Committee.
(1) The information as to beneficial ownership is based on statements furnished
to the Fund by the Directors and nominees. No shares of the Fund's common
stock or preferred stock are owned by the Directors.
11
Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."
The Board of Directors recommends that holders of common stock vote FOR the
election of the five Class I nominees to the Fund's Board of Directors.
PROPOSAL 2: ELECTION OF PREFERRED DIRECTORS
The Fund has outstanding 600 shares of Auction Market Preferred Stock,
Series W-7, with an aggregate liquidation preference of $30,000,000.
Section 18 of the 1940 Act requires that the holders of any preferred
shares, voting separately as a single class without regard to series, have the
right to elect at least two Directors at all times. Dr. Anton E. Schrafl and
Roger C. Maddock have been re-nominated to fill the two preferred stock Board
seats and to represent exclusively the holders of all series of the Fund's
preferred stock (the "Preferred Directors") and to serve as Preferred Directors
until the Annual Meeting of Shareholders to be held in 1997. The nominees have
indicated an intention to serve if elected and have consented to be named in
this Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the persons listed below. The Board of Directors of the
Fund knows of no reason why either of these nominees will be unable to serve,
but in the event of any such inability, the proxies received will be voted for
such substituted nominees as the holders of preferred stock shall recommend, and
if no such recommendations are made, such substituted nominees as the Board of
Directors may recommend.
12
The following table sets forth certain information concerning each of the
nominees as a Preferred Director of the Fund.
SHARES OF
COMMON
STOCK
BENEFICIALLY
OWNED AND
NAME AND ADDRESS PRESENT OFFICE WITH THE FUND, % OF TOTAL
OF EACH DIRECTOR OR PRINCIPAL OCCUPATION OR DIRECTOR OUTSTANDING
NOMINEE EMPLOYMENT AND DIRECTORSHIPS AGE SINCE ON 10/31/95(1)
- --------------------------- --------------------------------------------------------------------- --- -------- --------------
Dr. Anton E. Schrafl Director, First Australia Prime Income Investment Company Limited; 63 1993 --
Talstrasse 83 Deputy Chairman, "Holderbank" Financiere Glaris Ltd.; Director,
CH-8001 Zurich Organogenesis, Inc.
Switzerland
Roger C. Maddock** Director, The First Australia Fund, Inc. (since 1992) and The First 45 1992 --
Union House Australia Prime Income Fund, Inc. (since 1992); Chairman and Managing
Union Street Director, EquitiLink International Management Limited (since 1985);
St. Helier, Jersey Partner, Jackson Fox, Chartered Accountants (since 1981); Director,
Channel Islands Worthy Trust Company Limited (since 1981); Director, Professional
United Kingdom Consultancy Services Limited (since 1983); Director, Hollywell
Spring, Limited (since 1987); Director, The EquitiLink Private Gold
Investment Fund Limited (since 1992); Director, CentraLink-EquitiLink
Investment Company Limited (since September 1994).
- ------------------------
** Director considered by the Fund and its counsel to be an "interested person"
(which as used in this Proxy Statement is as defined in the 1940 Act) of the
Fund or of the Fund's investment advisers. Mr. Maddock is deemed to be an
interested person because of his affiliation with the Fund's investment
manager.
(1) As of October 31, 1995, the Preferred Directors of the Fund as a group owned
no shares of the Fund's common or preferred stock.
Please also see the information contained below under the heading "Further
Information Regarding Directors and Officers."
The Board of Directors recommends that the holders of preferred stock vote
FOR the election of the two nominees as Preferred Directors to the Fund's Board
of Directors.
13
PROPOSAL 3: SELECTION OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Price
Waterhouse LLP, independent public accountants, to examine the financial
statements of the Fund for the fiscal year ending October 31, 1996. Such
appointment is now subject to ratification or rejection by the shareholders of
the Fund.
Audit services performed by Price Waterhouse LLP during the most recent
fiscal year included examination of the financial statements of the Fund,
services related to filings with the Securities and Exchange Commission and
consultation on matters performed by such firm related to the preparation and
filing of tax returns. The Fund knows of no direct or indirect financial
interest of such firm in the Fund.
Representatives of Price Waterhouse LLP are expected to be present at the
Meeting and will have the opportunity to respond to questions from shareholders
and to make a statement if they so desire.
The Board of Directors recommends that shareholders vote FOR ratification of
the selection of Price Waterhouse LLP as independent public accountants for the
fiscal year ending October 31, 1996.
PROPOSAL 4: AMENDMENT OF THE FUND'S CHARTER DOCUMENTS TO DECREASE THE
LIQUIDATION VALUE OF THE FUND'S SHARES OF PREFERRED STOCK, SERIES W-7, IN ORDER
TO EFFECT A STOCK SPLIT
The Fund's Board of Directors has determined that it would be in the Fund's
best interest to amend the Fund's charter documents to reduce the liquidation
value of each share of preferred stock, Series W-7, from $50,000 to $25,000 in
order to effect a two for one stock split. If the proposal is approved, it is
the intention of the Board of Directors to declare a split of each share of the
Fund's Series W-7 preferred stock, liquidation value $50,000 per share into two
shares of Series W-7 preferred stock, liquidation value $25,000 per share.
The Fund's Board of Directors has proposed this reduction in liquidation
value and accompanying stock split in order to increase the potential universe
of preferred stock investors, and to give these investors greater flexibility to
tailor the size of their investment. If an increased number of potential
investors is bidding at the auctions at which the dividend rate paid by the Fund
with respect to the preferred stock is determined, the dividend rates paid by
the Fund to the preferred stockholders may be lower than they would be if a
smaller pool of investors is bidding at the auctions.
If the proposed stock split is effected, the Fund's common stockholders
should not be affected, except to the extent that the Fund may benefit from a
reduction in the dividends paid with respect to its preferred stock. Preferred
stockholders would have the option of investing in increments of $25,000, rather
than $50,000 and thus would have greater flexibility and liquidity with respect
to their investment.
14
The proposed amendment to the Fund's charter documents is attached hereto as
Appendix A. In the opinion of Dechert Price & Rhoads, the proposed amendment
does not constitute a reorganization within the meaning of Section 2(a)(33) of
the 1940 Act or give rise to a separate class vote by holders of preferred stock
pursuant to Section 18(a)(2)(D) of the 1940 Act.
The Board of Directors recommends that shareholders vote FOR the amendment
to the Fund's charter documents (the form of which is set forth in Appendix A
hereto) as described above to decrease the liquidation value of the Fund's
preferred stock, series W-7, in order to effect a stock split.
OTHER MATTERS
The Board of Directors knows of no business to be brought before the Meeting
other than as set forth above. If, however, any other matters properly come
before the Meeting, it is the intention of the persons named in the enclosed
proxy form to vote such proxies on such matters in accordance with their best
judgment.
FURTHER INFORMATION REGARDING DIRECTORS AND OFFICERS
COMMITTEES AND BOARD OF DIRECTORS MEETINGS. The Board of Directors has a
standing Audit Committee, which consists of certain Directors who are not
interested persons of the Fund as defined in the 1940 Act. The principal purpose
of the Audit Committee is to review the scope and results of the annual audit
conducted by the Fund's independent public accountants and the evaluation by
such accountants of the accounting procedures followed by the Fund. The Board of
Directors also has a standing Contract Review Committee that reviews and makes
recommendations to the Board with respect to entering into, renewal or amendment
of the Management Agreement, the Investment Adviser Agreement, the Trading and
Consulting Agreement and the Administration Agreement. The Board of Directors
does not have a standing nominating committee.
During the Fund's fiscal year ended October 31, 1995, the Board of Directors
held four meetings, the Audit Committee held two meetings and the Contract
Review Committee held one meeting. Each of the Directors then in office attended
at least 75% of the total number of the meetings of the Board of Directors and
all the Committees of the Board on which he served, except Dr. Schrafl, who
attended two of the four meetings of the Board of Directors.
OFFICERS OF THE FUND. The officers of the Fund, all of whom serve at the
pleasure of the Board of Directors and, with the exceptions of Mr. Sechos and
Ms. Sananikone-Fletcher, all of whom have served the Fund since its inception,
are as follows: Laurence S. Freedman (age 52), President; Brian M. Sherman (age
52), Sole Vice President; David Manor (age 55); Ouma Sananikone-Fletcher (age
37), Assistant Vice President-Chief Investment Officer; Barry G. Sechos (age
34), Assistant Treasurer; Roy M. Randall (age 59), Secretary; Allan S. Mostoff
(age 63), Assistant Secretary; and Margaret A. Bancroft (age 57), Assistant
Secretary.
The respective principal occupations of the Fund's officers are as follows:
Messrs. Freedman, Sherman and Manor shown above in the table of nominees and
Directors under "Proposal 1: Election
15
of Class I Directors"; Ouma Sananikone-Fletcher, Investment Director, EquitiLink
Australia Limited (since 1994) and Executive Director, Banque Nationale de Paris
(1986-1994); Barry G. Sechos, General Counsel to the EquitiLink Group (since
1993), Director, EquitiLink Australia Limited (since 1994) and Soliciter, Allen,
Allen & Hemsley (1986-1993); Roy M. Randall, Partner of Freehill, Hollingdale &
Page (Australian law firm); Allan S. Mostoff and Margaret A. Bancroft, Partners
of Dechert Price & Rhoads (U.S. law firm).
RELATIONSHIP OF DIRECTORS OR NOMINEES WITH THE INVESTMENT ADVISER AND THE
INVESTMENT MANAGER. EquitiLink International Management Limited (the "Investment
Manager") serves as investment manager to the Fund and EquitiLink Australia
Limited (the "Investment Adviser") serves as investment adviser to the Fund
pursuant to a management agreement dated February 20, 1992 and an investment
advisory agreement dated February 20, 1992.
The Investment Manager is a Jersey, Channel Islands corporation organized in
October 1985 with its registered office located at Union House, Union Street,
St. Helier, Jersey, Channel Islands. The Investment Adviser is a wholly owned
subsidiary of EquitiLink Limited, an Australian corporation. The registered
offices of both the Investment Adviser and EquitiLink Limited are located at
Level 3, 190 George Street, Sydney, N.S.W., Australia. EquitiLink Limited is a
public company whose ordinary shares are listed on the Australian Stock Exchange
Limited.
Messrs. Freedman, Manor and Sherman, all Directors of the Fund, serve as
directors of the Investment Manager. Mr. Maddock, a Director of the Fund, is
also chairman and managing director of the Investment Manager. In addition,
Messrs. Freedman and Sherman are the principal shareholders of the Investment
Manager. Mr. Gleeson-White, a director of the Fund and a Consultant to
Equitilink Limited, and Mr. Manor are shareholders of the Investment Manager.
Messrs. Freedman, Manor and Sherman also serve as, respectively, joint
managing director, executive director, and joint managing director and chairman
of the Investment Adviser. Messrs. Freedman and Sherman are the principal
shareholders of Equitilink Limited; Messrs. Gleeson-White, Maddock and Manor are
also shareholders of EquitiLink Limited.
In a transaction effected on March 10, 1995, Transek Trust sold 13,689,944
shares of EquitiLink Limited to Transek Pty Limited, a wholly-owned subsidiary
of the Investment Manager, at a price of $0.69 per share, as determined by an
independent valuation, which price was paid in three installments. Messrs.
Freedman and Sherman are the principal beneficiaries of Transek Trust, and as
mentioned above, are also the principal shareholders of the Investment Manager,
the parent of Transek Pty Limited.
During the fiscal year ended October 31, 1995, Professional Consultancy
Services Limited, a limited company organized under the laws of Jersey, Channel
Islands, provided administrative services to the Investment Manager in
connection with its activities on behalf of the Fund and other U.S. and foreign
investment companies and entities in return for a fee in the amount of $930,000.
Mr. Maddock is a director and principal shareholder of Professional Consultancy
Services Limited.
16
COMPENSATION OF DIRECTORS AND CERTAIN OFFICERS. The following table sets
forth information regarding compensation of Directors by the Fund and by the
fund complex of which the Fund is a part for the fiscal year ended October 31,
1995. Officers of the Fund and Directors who are interested persons of the Fund
do not receive any compensation from the Fund or any other fund in the fund
complex. In the column headed "Total Compensation From Registrant and fund
Complex Paid to Directors," the number in parentheses indicates the total number
of boards in the fund complex on which the Director serves.
COMPENSATION TABLE
FISCAL YEAR ENDED 10/31/95
TOTAL
PENSION OR ESTIMATED COMPENSATION
AGGREGATE RETIREMENT ANNUAL FROM REGISTRANT
COMPENSATION BENEFITS ACCRUED BENEFITS AND FUND
FROM AS PART OF UPON COMPLEX PAID
NAME OF PERSON, POSITION REGISTRANT FUND EXPENSES RETIREMENT TO DIRECTORS
- ---------------------------------------------------------------------- ------------ ---------------- ---------- ---------------
Sir Roden Cutler...................................................... $8,000 N/A N/A $29,250(3)
David Lindsay Elsum................................................... 8,000 N/A N/A 29,250(3)
Laurence S. Freedman.................................................. 0 N/A N/A 0(3)
Rt. Hon. Malcolm Fraser............................................... 8,000 N/A N/A 29,250(3)
Michael Gleeson-White................................................. 0 N/A N/A 0(1)
Michael R. Horsburgh.................................................. 8,000 N/A N/A 29,250(3)
David Manor........................................................... 0 N/A N/A 0(2)
William J. Potter..................................................... 8,000 N/A N/A 29,250(3)
Peter D. Sacks........................................................ 8,000 N/A N/A 21,750(2)
E. Duff Scott......................................................... 8,000 N/A N/A 8,000(1)
John T. Sheehy........................................................ 8,000 N/A N/A 29,250(3)
Brian M. Sherman...................................................... 0 N/A N/A 0(3)
Warren C. Smith....................................................... 8,000 N/A N/A 8,000(1)
PREFERRED DIRECTORS:
Roger C. Maddock...................................................... 0 N/A N/A 0(3)
Dr. Anton E. Schrafl.................................................. 8,000 N/A N/A 8,000(1)
ADDITIONAL INFORMATION
EXPENSES. The expense of preparation, printing and mailing of the enclosed
form of proxy and accompanying Notice and Proxy Statement will be borne by the
Fund. The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone, telegraph or personal
interview. Such solicitation may be conducted by, among others, officers and
employees of the Fund, the Investment Manager, the Investment Adviser or State
Street Bank and Trust Company, the Transfer Agent
17
of the Fund. It is anticipated that the cost of such supplementary solicitation,
if any, will be nominal. Tritech Services ("Tritech") may be retained to assist
in the solicitation of proxies. If retained, Tritech will be paid approximately
$5,000 by the Fund and the Fund will reimburse Tritech for its related expenses.
VOTING REQUIRED. The presence in person or by the proxy of shareholders
entitled to cast a majority of the votes entitled to be cast is required to
constitute a quorum for the transaction of business at the Meeting. Election of
Class I Directors of the Board of Directors (Proposal 1) will require the
affirmative vote of a majority of the holders of the outstanding common stock
present or represented by proxy at the Meeting. Approval of the election of
Preferred Directors of the Board of Directors (Proposal 2) will require the
affirmative vote of the holders of a majority of the outstanding shares of
preferred stock present or represented at the Meeting. Ratification of the
selection of the independent public accountants (Proposal 3) will require the
affirmative vote of the holders of a majority of the outstanding shares of both
the common and preferred stock present or represented by proxy at the Meeting,
voting together as a single class. Approval of the proposed amendment to the
Fund's charter documents to decrease the liquidation value of the Fund's shares
of preferred stock, Series W-7 (Proposal 4), will require the affirmative vote
of the holders of a majority of the outstanding shares of both the common and
preferred stock, voting together as a single class. For purposes of determining
the presence of a quorum for transacting business at the Meeting, abstentions
and broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will be treated
as shares that are present but which have not been voted. For this reason,
abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of each proposal.
SHAREHOLDER PROPOSALS. If a shareholder intends to present a proposal at
the Annual Meeting of Shareholders of the Fund to be held in 1997 and desires to
have the proposal included in the Fund's proxy statement and form of proxy for
that meeting, the shareholder must deliver the proposal to the offices of the
Fund by September 20, 1996.
By Order of the Board of Directors,
Roy M. Randall, SECRETARY
800 Scudders Mill Road
Plainsboro, New Jersey 08536
January 18, 1996
18
APPENDIX A
THE FIRST COMMONWEALTH FUND, INC.
PROPOSED AMENDMENT TO CHARTER DOCUMENTS
FIRST: The charter of The First Commonwealth Fund, Inc. (the "Corporation")
is amended by splitting and changing each issued and outstanding share of
Auction Market Preferred Stock, Series W-7, par value $.001 per share,
liquidation preference $50,000 per share, into two issued and outstanding shares
of Auction Market Preferred Stock of the same series, each unit with a par value
of $.001 per share and a liquidation preference of $25,000 per share.
SECOND: After the effective time of this amendment, each holder of any
outstanding certificate or certificates representing shares of Auction Market
Preferred Stock, Series W-7, par value $.01 per share, liquidation preference of
$50,000 per share, may surrender same to the Corporation and receive in exchange
therefore, a certificate or Certificates representing the number of whole shares
of Auction Market Preferred Stock, par value $.001 per share, liquidation
preference of $25,000 per share into which Series W-7 of Auction Market
Preferred Stock of the Corporation shall have been split pursuant to these
Articles of Amendment. Until so surrendered, any outstanding certificates for
shares of Series W-7 of the Auction Market Preferred Stock of the Corporation
shall be deemed evidence of ownership of the number of whole shares of Auction
Market Preferred Stock of Series W-7, par value $.001 per share, liquidation
preference of $25,000 per share into which such outstanding shares of the
Corporation shall have been split in change pursuant to these Articles of
Amendment and shall be subject to the changes hereunder to the Articles
Supplementary.
THIRD: The Articles Supplementary of the Corporation by which the Board of
Directors has heretofore authorized the issuance of up to 1,500 shares of its
authorized preferred stock, par value $.001 per share, liquidation preference
$50,000 per share, designated Auction Market Preferred Stock, Series W-7
(sometimes herein the "Articles Supplementary") is amended, as of the effective
date of this amendment by:
(a) Striking from Article FIRST of the Articles Supplementary filed with
the Maryland State Department of Assessments and Taxation on July 27, 1992,
the clause "the issuance of one series of up to 1,500 shares of its
authorized preferred stock, par value $.001 per share, liquidation
preference $50,000 per share," and inserting in lieu thereof the clause ",
the issuance of one series of up to 1,500 of its authorized preferred stock,
par value $.001 per share, liquidation preference $25,000 per share," and
(b) Amending each of the following sections of Article THIRD of the
Articles Supplementary, creating Series W-7 of the Auction Market Preferred
Stock under the heading DESIGNATION by deleting clauses "600 shares of
preferred stock" and "$50,000 per share" and inserting in lieu thereof
"1,200 shares of preferred stock" and "$25,000 per share"; and
A-1
(c) In each of the following sections of the Articles Supplementary
creating Series W-7 of Auction Market Preferred Stock the sum of $25,000 is
inserted in lieu of "$50,000":
1. DEFINITIONS.
"AMPS Basic Maintenance Amount,"
"Dividend Coverage Amount"
"Mandatory Redemption Price"
"Optional Redemption Price"
"Specific Redemption Provisions"
2. DIVIDENDS. (c)(ii)
3. LIQUIDATION RIGHTS.; and
(d) In addition to the amendments to the Articles Supplementary
specifically set forth above, said Articles Supplementary is hereby amended
MUTATIS MUTANDIS to the extent necessary to give effect to the reduction of
the per share liquidation preference from "$50,000" to "$25,000" and the
related two to one split of the outstanding shares of Series W-7 of the
Auction Market Preferred Stock set forth in Article First hereof.
A-2
COMMON STOCK
PROXY THE FIRST COMMONWEALTH FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS -- MARCH 14, 1996
The undersigned hereby appoints Sir Roden Cutler, Brian M. Sherman and
Laurence S. Freedman, and each of them, the proxies of the undersigned, with
power of substitution to each of them, to vote all shares of the common stock of
The First Commonwealth Fund, Inc. which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of The First Commonwealth Fund, Inc. to be
held at Prudential Securities Incorporated, One Seaport Plaza, New York, New
York, on March 14, 1996, at 1:00 p.m., New York City time, and any adjournment
thereof.
Unless otherwise specified in the squares provided, the undersigned's vote
will be cast FOR items (1), (3) and (4).
1. The election of five directors to serve as Class I Directors for a
three-year term:
FOR all nominees listed below WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY TO VOTE FOR ALL NOMINEES LISTED
BELOW) / / BELOW / /
NOMINEES: David Lindsay Elsum, Laurence S. Freedman, Michael R.
Horsburgh, David Manor and E. Duff Scott.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
WRITE THE NOMINEE'S NAME ON THE SPACE PROVIDED BELOW.)
--------------------------------------------------------------------------
3. Ratification of the selection of Price Waterhouse LLP as independent
public accountants.
/ / FOR / / AGAINST / / ABSTAIN
4. Approval of the proposed amendment to the Fund's charter documents to
decrease the liquidation value of the Fund's shares of preferred stock,
Series W-7, in order to effect a stock split.
/ / FOR / / AGAINST / / ABSTAIN
5. In their discretion on any other business which may properly come before
the meeting or any adjournment thereof.
Please sign exactly as your name or
names appear hereon. When signing
as attorney, executor,
administrator, trustee or guardian,
please give your full title or
status.
-----------------------------------
(Signature of Shareholder)
-----------------------------------
(Signature of Joint Tenant, if any)
Date ________________________, 1996
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
AUCTION MARKET PREFERRED
STOCK, SERIES W-7
PROXY THE FIRST COMMONWEALTH FUND, INC. PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
ANNUAL MEETING OF SHAREHOLDERS -- MARCH 14, 1996
The undersigned hereby appoints Sir Roden Cutler, Brian M. Sherman and
Laurence S. Freedman, and each of them, the proxies of the undersigned, with
power of substitution to each of them, to vote all shares of the Auction Market
Preferred Stock, Series W-7 of The First Commonwealth Fund, Inc. which the
undersigned is entitled to vote at the Annual Meeting of Shareholders of The
First Commonwealth Fund, Inc. to be held at Prudential Securities Incorporated,
One Seaport Plaza, New York, New York, on March 14, 1996, at 1:00 p.m., New York
City time, and any adjournment thereof.
Unless otherwise specified in the squares provided, the undersigned's vote
will be cast FOR items (2), (3) and (4).
2. The election of two Directors to represent the interests of Preferred Stock for the ensuing year:
FOR all nominees listed below WITHHOLD AUTHORITY
(EXCEPT AS MARKED TO THE CONTRARY BELOW) / / TO VOTE FOR ALL NOMINEES LISTED BELOW / /
NOMINEES: Roger C. Maddock and Dr. Anton E. Schrafl.
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE THE NOMINEE'S NAME ON THE SPACE PROVIDED
BELOW.)
3. Ratification of the selection of Price Waterhouse LLP as independent public accountants.
/ / FOR / / AGAINST / / ABSTAIN
4. Approval of the proposed amendment to the Fund's charter documents to decrease the liquidation value of the Fund's
shares of preferred stock, Series W-7, in order to effect a stock split.
/ / FOR / / AGAINST / / ABSTAIN
5. In their discretion on any other business which may properly come before the meeting or any adjournment thereof.
Please sign exactly as your name or
names appear hereon. When signing
as attorney, executor,
administrator, trustee or guardian,
please give your full title or
status.
-----------------------------------
(Signature of Shareholder)
-----------------------------------
(Signature of Joint Tenant, if any)
Date _______________________ , 1996
PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED