THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
(212) 451-1100
March 26, 1997
Dear Shareholder:
You are invited to attend the Annual Meeting of Shareholders of The Zweig
Fund, Inc. to be held on Thursday, May 15, 1997 at 10:00 A.M. at The St. Regis
Hotel, located at 2 East 55th Street (between Fifth and Madison Avenues), New
York, New York 10022.
This will be our eleventh shareholders' meeting and it will give you an
opportunity to hear a report on the Fund and to discuss other matters of
interest to you as a shareholder.
We hope that you will be able to attend the meeting. Whether or not you plan
to attend, please complete, date, sign and mail the enclosed proxy card to
assure that your shares are represented at the meeting.
Martin E. Zweig,
Chairman of the Board
and President
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
(212) 451-1100
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
----------------
To the Shareholders:
The Annual Meeting of Shareholders of The Zweig Fund, Inc., a Maryland
corporation (the "Fund"), will be held on Thursday, May 15, 1997 at 10:00 A.M.
at The St. Regis Hotel, located at 2 East 55th Street (between Fifth and
Madison Avenues), New York, New York for the following purposes:
(1) To elect two Directors to serve until the Annual Meeting of
Shareholders in 2000, and until their respective successors are
elected and qualify;
(2) To ratify the selection of Coopers & Lybrand L.L.P. as independent
certified public accountants of the Fund for the year ending December
31, 1997; and
(3) To transact such other business as may properly come before the
Meeting or any adjournments thereof.
Shareholders of record as of the close of business on March 14, 1997 are
entitled to notice of and will be entitled to vote at the Meeting and at any
and all adjournments thereof.
By Order of the Board of Directors
Martin E. Zweig,
Chairman of the Board
New York, New York
March 26, 1997
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IMPORTANT:
YOU ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING IN PERSON, YOU ARE REQUESTED TO COMPLETE, DATE AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, WHICH
IS ADDRESSED FOR YOUR CONVENIENCE AND REQUIRES NO POSTAGE IF MAILED IN THE
UNITED STATES. YOUR PROMPT RETURN OF THE ENCLOSED PROXY CARD MAY SAVE THE
FUND THE NECESSITY AND EXPENSE OF FURTHER SOLICITATIONS TO ASSURE A QUORUM
AT THE MEETING. A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO THE MEETING.
- --------------------------------------------------------------------------------
THE ZWEIG FUND, INC.
900 THIRD AVENUE, NEW YORK, NEW YORK 10022
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
----------------
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Zweig Fund, Inc., a
Maryland corporation (the "Fund"), for use at the Annual Meeting of
Shareholders to be held at The St. Regis Hotel, located at 2 East 55th Street,
New York, New York 10022, on Thursday, May 15, 1997 at 10:00 A.M., and at any
and all adjournments thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting dated March 26, 1997.
If the accompanying form of proxy is properly executed and returned in time
to be voted at the Meeting, the shares will be voted in accordance with the
instructions marked by the shareholder. Executed proxies that are unmarked
will be voted (1) for the election of the two nominees of the Board of
Directors as Directors of the Fund, and (2) for the proposal to ratify the
Board of Directors' selection of Coopers & Lybrand L.L.P. as independent
certified public accountants of the Fund for the year ending December 31,
1997. A shareholder can revoke the proxy prior to its use by appearing at the
Meeting and voting in person, by giving written notice of such revocation to
the Secretary of the Fund, or by returning a subsequently dated proxy.
The Board of Directors has fixed the close of business on March 14, 1997 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting. As of the record date, 51,442,689 shares of the
Fund's common stock were outstanding. To the best of the Fund's knowledge, no
person beneficially owns more than five percent of the outstanding shares of
the common stock of the Fund.
The Annual Report of the Fund for the year ended December 31, 1996,
including financial statements, has been mailed to shareholders of record at
the close of business on that date, and to persons who became shareholders of
record between that time and the close of business on March 14, 1997.
The Fund will furnish, without charge, another copy of the Fund's December
31, 1996 Annual Report to any shareholder who requests it by contacting the
Fund's Administrator, Zweig/Glaser Advisers, 900 Third Avenue, New York, New
York 10022, Attention: Shareholder Services; Toll-free telephone number 1-800-
272-2700.
This Proxy Statement and the accompanying form of proxy will be first sent
to shareholders on or about March 26, 1997.
PROPOSAL 1
ELECTION OF DIRECTORS
The members of the Fund's Board of Directors are divided into three classes
with the term of office of one class expiring each year. At the forthcoming
Annual Meeting, two Directors will be elected to serve
1
a three-year term (until the third succeeding Annual Meeting in 2000) and
until their respective successors are duly elected and qualify. Unless
authority to vote for the election of Directors is withheld, the enclosed
proxy will be voted for the election of the nominees named below. While
management has no reason to believe that the nominees will not be available as
candidates, should such a situation arise, proxies may be voted for the
election of such other persons as a Director, as the holders of the proxies
may, in their discretion, determine.
The Board of Directors has appointed a Nominating Committee which makes
annual recommendations as to the individuals to be nominated by the Board of
Directors for election as Directors at the forthcoming Annual Meeting and
selects candidates for election by the Board of Directors to fill any
vacancies in the Board of Directors, including those resulting from an
increase in the number of Directors. The Nominating Committee consists of at
least two Directors who are not "interested persons" (as defined in the
Investment Company Act of 1940, as amended) of the Fund or the Fund's
investment adviser.
Based on the recommendations made by the Nominating Committee at its meeting
held in February, 1997, the Board of Directors has nominated Eugene J. Glaser
and James B. Rogers, Jr., each of whom is presently a Director of the Fund,
for re-election to the Board, to serve until the third succeeding Annual
Meeting in 2000, and until their respective successors are duly elected and
qualify.
Background information with respect to the nominees for election and five
Directors whose terms of office will continue after the forthcoming Annual
Meeting appears below.
SHARES OF FUND
OWNED BENEFICIALLY
SERVED AS AND PERCENT OF TOTAL
BUSINESS EXPERIENCE DIRECTOR OUTSTANDING SHARES
NOMINEE AGE DURING PAST FIVE YEARS SINCE ON JANUARY 1, 1997(1)
------- --- ---------------------- --------- ---------------------
Eugene J. Glaser*....... 56 Chairman and Chief Executive Of- 1986 2,000(2)(3)
900 Third Avenue ficer of Zweig Series Trust;
New York, NY 10022 President of Zweig/Glaser Advis-
ers; President and Director of
Zweig Securities Corp.
James B. Rogers, Jr. ... 54 Private Investor; Director of The 1986 3,796(2)
352 Riverside Drive Zweig Total Return Fund, Inc.;
New York, NY 10025 Chairman of Beeland Interests;
Regular Commentator on CNBC; Au-
thor of "Investment Biker: On
the Road with Jim Rogers"; Di-
rector of Emerging Markets Brew-
ery Fund; Sometime Visiting Pro-
fessor at Columbia University.
2
SHARES OF FUND
OWNED BENEFICIALLY
SERVED AS AND PERCENT OF TOTAL
DIRECTORS WHOSE TERMS BUSINESS EXPERIENCE DIRECTOR OUTSTANDING SHARES
WILL CONTINUE(9) AGE DURING PAST FIVE YEARS SINCE ON JANUARY 1, 1997(1)
--------------------- --- ---------------------- --------- ---------------------
Alden C. Olson.......... 68 Director of The Zweig Total Re- 1996 1,000(2)(4)
2711 Ramparte Path turn Fund, Inc.; Director of
Holt, Michigan 48842 First National Bank of Michigan;
formerly, Professor of Financial
Management, Investments at Mich-
igan State University
Anthony M. Santomero.... 50 Richard K. Mellon Professor of 1986 2,000(2)
Steinberg-Dietrich Hall Finance, The Wharton School,
Wharton School University of Pennsylvania; Di-
University of rector of The Zweig Total Return
Pennsylvania Fund, Inc.; Director of Munici-
Philadelphia, PA 19104 pal Fund for New York Investors;
Director of Municipal Fund for
California Investors; Trustee of
Compass Capital Funds.
Martin E. Zweig*........ 54 Chairman of the Board and Presi- 1986 89,589(2)(5)(6)(7)
900 Third Avenue dent of the Fund; President and
New York, NY 10022 Director of Zweig Advisors Inc.
(the "Adviser"); Chairman of the
Board and President of The Zweig
Total Return Fund, Inc.; Presi-
dent and Director of Zweig Total
Return Advisors, Inc.; President
and Director of Zweig Securities
Advisory Service, Inc.; Consul-
tant to Avatar Investors Associ-
ates Corp.; Managing Director of
the Managing General Partner of
Zweig-DiMenna Partners, L.P. and
Zweig-DiMenna Special Opportuni-
ties, L.P.; President and Direc-
tor of Zweig-DiMenna Interna-
tional Managers, Inc.; Chairman
of Zweig/Glaser Advisers; Presi-
dent of Zweig Series Trust;
President and Director of Gotham
Advisors, Inc. and Euclid Advi-
sors, Inc.; formerly General
Partner of Zweig-Katzen Invest-
ors, L.P.; Member of the Under-
graduate Executive Board of The
Wharton School, University of
Pennsylvania.
3
SHARES OF FUND
OWNED BENEFICIALLY
SERVED AS AND PERCENT OF TOTAL
DIRECTORS WHOSE TERMS BUSINESS EXPERIENCE DIRECTOR OUTSTANDING SHARES
WILL CONTINUE(9) AGE DURING PAST FIVE YEARS SINCE ON JANUARY 1, 1997(1)
--------------------- --- ---------------------- --------- ---------------------
Elliot S. Jaffe......... 70 Chairman of the Board and Chief 1988 2,400(2)
30 Dunnigan Drive Executive Officer of The Dress
Suffern, NY 10901 Barn, Inc.; Director of The
Zweig Total Return Fund, Inc.;
Director of Shearson Apprecia-
tion Fund; Director of Shearson
Managed Governments, Inc.; Di-
rector of Shearson Income Trust;
Director of Shearson Lehman
Small Capitalization Fund; Di-
rector of Stamford Hospital
Foundation; Member of the Board
of Overseers of The School of
Arts and Sciences, University of
Pennsylvania.
Robert E. Smith*........ 61 Partner of Rosenman & Colin LLP; 1986 42,308(2)(8)
575 Madison Avenue Director of The Zweig Total
New York, NY 10022 Return Fund, Inc.; Director of
Ogden Corporation; formerly Sec-
retary of the Fund and The Zweig
Total Return Fund, Inc.
- --------
* Directors considered to be "Interested Persons," as that term is defined
in the Investment Company Act of 1940, as amended (the "Act"). Dr. Zweig is
considered an interested person of the Fund and the Adviser because he is an
officer and director of the Fund and the Adviser and owns 63.75% of the
outstanding common stock of the Adviser. Mr. Smith is considered an interested
person of the Fund and the Adviser because he is a partner of the law firm
that acts as legal counsel to the Fund and the Adviser. Mr. Glaser is
considered an interested person of the Fund because of his ownership of 7.40%
of the outstanding common stock of the Adviser and his affiliation with Zweig
Securities Corp., a broker-dealer registered under the Securities Exchange Act
of 1934. In January 1996, Mr. Edward S. Babbitt, Jr. sold 21.84 shares of the
Adviser's common stock, representing 20.45% of the Adviser's outstanding
common stock, to Dr. Zweig (who purchased 15.07 of such shares) and another
shareholder of the Adviser for the aggregate sum of $3,908,617.
(1) The information as to beneficial ownership is based on statements
furnished to the Fund by the Directors. Except as otherwise indicated, each
person has sole voting and investment power with respect to the shares listed
as owned by him. Fractional shares are rounded off to the nearest whole share.
(2) Less than 1/2 of 1%.
(3) Does not include 4,431 shares owned by Mr. Glaser's wife, as to which he
disclaims beneficial ownership.
(4) Includes 300 shares owned by Professor Olson's individual retirement
account, as to which he has sole voting and investment power.
(5) Includes 41,419 shares owned by the Adviser, as to which he has sole
voting and investment power.
4
(6) Does not include 40,808 shares held by him as co-trustee for his sons,
as to which he disclaims beneficial ownership.
(7) Includes 30,035 shares owned by Dr. Zweig's individual retirement
account, as to which he has sole voting and investment power.
(8) Includes 40,808 shares held by him as co-trustee for Dr. Zweig's sons,
as to which he has shared voting and investment power.
(9) Messrs. Olson, Santomero and Zweig will continue in office until the
Annual Meeting in 1998, and until their respective successors are duly elected
and qualify, and Messrs. Jaffe and Smith will continue in office until the
Annual Meeting in 1999, and until their respective successors are duly elected
and qualify.
SHARE OWNERSHIP
Directors and officers of the Fund, as a group, owned beneficially less than
1/2 of 1% of the outstanding shares of the common stock of the Fund on January
1, 1997.
COMPENSATION OF DIRECTORS AND OFFICERS
During the year ended December 31, 1996, the Fund paid Directors' fees,
aggregating $74,500, to the Directors who were not interested persons of the
Adviser. The Fund pays each Director who is not an interested person of the
Adviser an annual fee of $10,000 and a fee of $1,500 for attendance at each
meeting of the Board of Directors or a committee of the Board. The Fund also
reimburses its Directors for their actual out-of-pocket expenses relating to
attendance at such meetings.
Set forth below is the compensation paid by the Fund and The Zweig Total
Return Fund, Inc. to current Directors for the year ended December 31, 1996.
The Fund does not pay any pension or retirement benefits to its Directors.
TOTAL COMPENSATION
AGGREGATE FROM THE FUND AND
COMPENSATION THE ZWEIG TOTAL
DIRECTOR FROM THE FUND RETURN FUND, INC.
-------- ------------- ------------------
Elliot S. Jaffe................................ $19,000 $38,000
Alden C. Olson................................. $17,500 $35,000
James B. Rogers, Jr. .......................... $17,500 $35,000
Anthony M. Santomero........................... $20,500 $41,000
Jeffrey Lazar, Vice President and Treasurer of the Fund, and Stuart B.
Panish, Vice President and Secretary of the Fund, are the only executive
officers of the Fund not disclosed in the above listing of Directors. Mr.
Lazar has been an officer of the Fund since 1987. Mr. Lazar is 37 years old
and was, on January 1, 1997, the beneficial owner of 2,009 shares of the
common stock of the Fund, of which 1,051 shares are owned through his
individual retirement account. Mr. Lazar is Vice President, Treasurer and
Secretary of the Adviser. He is also Vice President and Treasurer of The Zweig
Total Return Fund, Inc. and Vice President, Treasurer and Secretary of its
investment adviser, Zweig Total Return Advisors, Inc. Mr. Panish is 40 years
old and has been Vice President and Secretary of the Fund and The Zweig Total
Return Fund, Inc. since May 1995 and was, on January 1, 1997, the owner of 200
shares of the common stock of the Fund. Prior to becoming counsel to the
Adviser and certain of its affiliates in June 1993, Mr. Panish was Special
Counsel--Securities at Rosenman & Colin LLP. Several of the Fund's officers
and Directors are also officers and directors of the Adviser and/or affiliated
with the Administrator and
5
participate in the fees paid to the Adviser and/or the Administrator (see
"Investment Adviser and Administrator"), although the Fund will make no direct
payments to them. The Adviser and the Administrator pay the compensation and
certain expenses of their personnel who serve as Directors and officers of the
Fund. Rosenman & Colin LLP, of which Robert E. Smith is a partner, represented
the Fund in connection with its initial public offering in 1986 and represents
the Fund in connection with various legal matters.
COMMITTEES AND BOARD OF DIRECTORS' MEETINGS
The Board of Directors has a standing Audit Committee, which consists of
Messrs. Jaffe, Olson and Santomero, each of whom is not an interested person
of the Fund. The Audit Committee's primary functions include recommending the
Fund's independent certified public accountants for selection by the Board and
ratification by the shareholders and reviewing the scope of the annual audit
conducted by such accountants.
Messrs. Rogers and Santomero, each of whom is not an interested person of
the Fund, and Mr. Smith are members of the Nominating Committee of the Board
of Directors, which considers candidates for election to fill vacancies on the
Board of Directors. The Nominating Committee will consider recommendations
from shareholders for possible nominees. Such recommendations should be
accompanied by a biography of the recommended candidate and should be
submitted to the Secretary of the Fund. The Fund has no standing compensation
committee.
The Board of Directors of the Fund held four meetings during the year ended
December 31, 1996, and also held one meeting in February, 1997. The Nominating
Committee held one meeting during the year ended December 31, 1996 and met in
advance of the February, 1997 Board meeting, at which time the Nominating
Committee recommended the nominees for re-election to the Board. The Audit
Committee held two meetings during the year ended December 31, 1996 and one
meeting in February, 1997. Each of the nominees and each of the Directors
whose terms will continue after the forthcoming annual meeting attended at
least 75% of the total number of Board meetings and his respective committee
meetings held during the 1996 year.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE RE-ELECTION
OF THE TWO NOMINEES TO THE FUND'S BOARD OF DIRECTORS.
PROPOSAL 2
RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
At the recommendation of the Audit Committee, 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 Coopers & Lybrand L.L.P. to serve as
independent certified public accountants of the Fund for the year ending
December 31, 1997, subject to the right of the Fund by vote of a majority of
the outstanding voting securities of the Fund (which is defined in the Act to
mean the lesser of either (a) the vote of 67% or more of the shares of the
Fund present at a meeting, if the holders of more than 50% of the outstanding
shares are present or represented by proxy, or (b) the vote of more than 50%
of the outstanding shares) at any meeting called for the purpose to terminate
such employment immediately without penalty. The Board's selection is
submitted to the shareholders for ratification or rejection.
Services performed by Coopers & Lybrand L.L.P. during the most recent year
included audit of the financial statements of the Fund and services related to
filings with the Securities and Exchange Commission. The Fund knows of no
direct or indirect financial interest of such firm in the Fund.
6
A representative of Coopers & Lybrand L.L.P. is expected to be present at
the Meeting and will have the opportunity to make a statement if he so desires
and to respond to questions from shareholders. Ratification of the selection
of Coopers & Lybrand L.L.P. requires the affirmative vote of a majority of the
votes cast at the Meeting.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 1997.
INVESTMENT ADVISER AND ADMINISTRATOR
Zweig Advisors Inc., with its principal business office located at 900 Third
Avenue, New York, New York 10022, is the Fund's investment adviser.
Zweig/Glaser Advisers (the "Administrator") serves as the Fund's
administrator. The Administrator's offices are located at 900 Third Avenue,
New York, New York 10022. Martin E. Zweig and Eugene J. Glaser are the
Chairman and President, respectively, and the principal owners of the
Administrator.
ADDITIONAL INFORMATION
OTHER MATTERS
The Board of Directors knows of no matters to be presented at the Meeting
other than those specified in the accompanying Notice of Annual Meeting.
However, if any other matter is properly presented before the Meeting, it is
the intention of the persons named as proxies to vote in accordance with their
best judgment.
EXPENSES
The Fund will bear the expense of the Meeting, including preparation,
printing and mailing of the enclosed form of proxy and accompanying Notice of
Annual Meeting and this Proxy Statement. The Fund, upon request, will
reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the Fund's
common stock. In order to obtain the necessary quorum at the Meeting,
supplementary solicitation may be made by mail, telephone or personal
interviews by officers or employees of the Fund or Adviser.
VOTE REQUIRED
The election of Directors (Proposal 1) requires a plurality of the votes
cast at the Meeting. The ratification of the selection of the independent
certified public accountants (Proposal 2) requires the affirmative vote of a
majority of the votes cast at the Meeting. The following principles of
Maryland law apply to the voting of shares of common stock at the Meeting. The
presence in person or by proxy of shareholders entitled to vote a majority of
the outstanding shares will constitute a quorum. Shares represented by proxy
or in person at the Meeting, including shares represented by proxies that
reflect abstentions, will be counted as present in the determination of a
quorum. An abstention as to any particular matter, however, does not
constitute a vote "for" or "against" and will be disregarded in calculating
the votes cast as to such matter. "Broker non-votes" (i.e., where a broker or
nominee submits a proxy specifically indicating the lack of discretionary
authority to vote on a matter) will be treated in the same manner as
abstentions. Votes will be tabulated by The Bank of New York, the Fund's
transfer agent.
7
PROPOSALS FOR 1998 MEETING
Any proposals of shareholders that are intended to be presented at the
Fund's 1998 Annual Meeting of Shareholders must be received at the Fund's
principal executive offices no later than November 27, 1997, and must comply
with all other legal requirements in order to be included in the Fund's proxy
statement and form of proxy for that meeting.
New York, New York
March 26, 1997
By Order of the Board of Directors
Martin E. Zweig,
Chairman of the Board
8
THE ZWEIG FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS
MAY 15, 1997
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS
The undersigned shareholder of The Zweig Fund, Inc., a Maryland corporation
(the "Fund"), hereby appoints MARTIN E. ZWEIG and JEFFREY LAZAR, and each of
them, with full power of substitution and revocation, as proxies to represent
the undersigned at the Annual Meeting of Shareholders of the Fund to be held at
The St. Regis Hotel, located at 2 East 55th Street, New York, New York 10022,
on May 15, 1997 at 10:00 A.M., at any and all adjournments thereof, and to vote
at the Annual Meeting all shares of the Fund which the undersigned would be
entitled to vote, with all powers the undersigned would possess if personally
present in accordance with the instructions on the reverse side of this proxy.
WHEN THIS PROXY IS PROPERLY EXECUTED, THE SHARES REPRESENTED HEREBY WILL BE
VOTED AS SPECIFIED. IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR
THE ELECTION OF ALL NOMINEES AS DIRECTORS, FOR THE OTHER PROPOSAL AND IN THE
DISCRETION OF THE PROXIES WITH RESPECT TO ALL OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING AND ANY ADJOURNMENTS THEREOF. THE UNDERSIGNED
ACKNOWLEDGES RECEIPT OF THE ACCOMPANYING NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.
(CONTINUED, AND TO BE SIGNED AND DATED ON THE REVERSE SIDE.)
PLEASE MARK BOXES [_] OR [X] IN BLUE OR BLACK INK.
1. GRANTING [_] WITHHOLDING [_] authority to vote for the election as
directors of all the nominees listed below:
Eugene J. Glaser and James B. Rogers, Jr.
(Instructions: To withhold authority to vote for any individual nominee, strike
a line through the nominee's name.)
2. With respect to the proposal to ratify the selection of Coopers & Lybrand
L.L.P. as independent certified public accountants of the Fund for the year
ending December 31, 1997 FOR [_] AGAINST [_] ABSTAIN [_]
3. In their discretion, on such other matters as may properly come before the
meeting and any adjournments thereof.
Please sign exactly as name or names
appear on this proxy. If stock is held
jointly, each holder should sign. If
signing as attorney, trustee, executor,
administrator, custodian, guardian or
corporate officer, please give full
title
Dated: ____________________________, 1997
_________________________________________
Signature
_________________________________________
Signature
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.