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Schedule 14A Information required in proxy statement.
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities and Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Preliminary Additional Materials
[ ] Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.149-11(c) or
Section 240.14a-12
TCW/DW Strategic Income Trust
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(Name of Registrant as Specified in its Charter)
LouAnne McInnis
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(j)(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) Fee previously paid:
[ ] 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.:
3) Filing Party:
4) Date Filed:
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PRELIMINARY PROXY FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
TCW/DW STRATEGIC INCOME TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD FEBRUARY 26, 1998
A Special Meeting of Shareholders of TCW/DW STRATEGIC INCOME TRUST (the
"Fund"), an unincorporated business trust organized under the laws of the
Commonwealth of Massachusetts, will be held in the Career Development Room,
61st Floor, 2 World Trade Center, New York, New York 10048, on February 26,
1998 at 2:00 P.M., New York City time, for the following purposes:
1. To approve or disapprove a Plan of Liquidation and Dissolution to
terminate the Fund; and
2. To transact such other business as may properly come before the
meeting or any adjournment thereof.
Shareholders of record as of the close of business on November 14, 1997
are entitled to notice of and to vote at the meeting. If you cannot be
present in person, your management would greatly appreciate your filling in,
signing and returning the enclosed proxy promptly in the envelope provided
for that purpose.
In the event that the necessary quorum to transact business is not
obtained at the meeting, the persons named as proxies may propose one or more
adjournments of the meeting for a total of not more than 60 days in the
aggregate to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the Fund's
shares present in person or by proxy at the meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal to approve the Plan of Liquidation
and Dissolution and will vote against such adjournment those proxies required
to be voted against that proposal.
BARRY FINK,
Secretary
November , 1997
New York, New York
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IMPORTANT
YOU CAN HELP THE FUND AVOID THE NECESSITY AND EXPENSE OF SENDING FOLLOW-UP
LETTERS TO ENSURE A QUORUM BY PROMPTLY RETURNING THE ENCLOSED PROXY. IF
YOU ARE UNABLE TO BE PRESENT IN PERSON, PLEASE FILL IN, SIGN AND RETURN
THE ENCLOSED PROXY IN ORDER THAT THE NECESSARY QUORUM MAY BE REPRESENTED
AT THE MEETING. THE ENCLOSED ENVELOPE REQUIRES NO POSTAGE IF MAILED IN
THE UNITED STATES.
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PRELIMINARY PROXY FOR THE INFORMATION OF
THE SECURITIES AND EXCHANGE COMMISSION ONLY
TCW/DW STRATEGIC INCOME TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
FEBRUARY 26, 1998
This proxy statement is furnished in connection with the solicitation of
proxies by the Trustees of TCW/DW STRATEGIC INCOME TRUST (the "Fund"), for
use at the Special Meeting of Shareholders of the Fund to be held on February
26, 1998, and at any adjournments thereof (the "Meeting").
If the enclosed form of proxy is properly executed and returned in time to
be voted at the Meeting, the proxies named therein will vote the shares
represented by the proxy in accordance with the instructions marked thereon.
Unmarked proxies will be voted in favor of Proposal 1 as set forth in the
Notice of Special Meeting. A proxy may be revoked at any time prior to its
exercise by any of the following: written notice of revocation to the
Secretary of the Fund, execution and delivery of a later dated proxy to the
Secretary of the Fund (if returned and received in time to be voted), or
attendance and voting at the Meeting. Attendance at the Meeting will not in
and of itself revoke a proxy.
Shareholders as of the close of business on November 14, 1997, the record
date for the determination of shareholders entitled to notice of and to vote
at the Meeting, are entitled to one vote for each share held and a fractional
vote for a fractional share. On November 14, 1997 there were outstanding
shares of beneficial interest of the Fund, all with $0.01 par value.
The following shareholder is known to own 5% or more of the Trust's
outstanding shares: . The Trustees and officers of the Fund,
together, owned less than 1% of the Fund's outstanding shares on that date.
The percentage ownership of shares of the Fund changes from time to time
depending on purchases and redemptions by shareholders and the total number
of shares outstanding. The first mailing of this proxy statement is expected
to be made on or about November , 1997.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by Dean Witter InterCapital Inc.
("InterCapital"). The solicitation of proxies will be by mail, which may be
supplemented by solicitation by mail, telephone or otherwise through
Trustees, officers of the Fund, officers and regular employees of Dean Witter
Services Company Inc. ("DWSC" or the "Manager") or its parent company,
InterCapital, Dean Witter Trust FSB ("DWT") and/or Dean Witter Reynolds Inc.
("DWR") without special compensation therefor.
(1) APPROVAL OR DISAPPROVAL
OF PLAN OF LIQUIDATION AND DISSOLUTION
TO TERMINATE THE FUND
On November 6, 1997, the Board of Trustees, following deliberation and
review of a proposal by the Fund's management, determined that it would be
advisable that the Fund be liquidated and dissolved in accordance with
Massachusetts law. Accordingly, the Board approved the termination of the
Fund, subject to shareholder
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approval, pursuant to a Plan of Liquidation and Dissolution (the "Plan"). A
copy of the Plan is attached as Exhibit A. At the Meeting shareholders of the
Fund will vote on the Plan. The Plan provides for the liquidation of the
Fund's assets and the distribution to shareholders of the Fund of all of the
proceeds of such liquidation, which will be in cash form, less an amount to
be provided for debts and liabilities of the Fund.
The favorable vote of a majority of the outstanding shares represented and
entitled to vote at the Meeting is required for approval of the Plan.
BACKGROUND OF AND REASON FOR THE PLAN
The Fund commenced operations on November 26, 1996 and since that date
through October 31, 1997, the Fund's net assets have grown to only $11,313,972.
The anticipated growth of the Fund's assets through increased sales of shares
has not been achieved. Since the date of commencement of the Fund's
operations, DWSC and TCW Funds Management, Inc. ("the Adviser") have waived
their respective management and advisory fees and InterCapital has assumed
all Fund expenses (except for brokerage fees, foreign taxes withheld and Rule
12b-1 fees). DWSC, the Adviser and InterCapital had agreed to continue such
waivers and assumption of expenses until October 31, 1997, and have further
agreed to continue such waivers and expense assumptions until March 31, 1998.
After such date, the Fund, if it continued in operation, would bear all fees
and expenses. For the fiscal period ended August 31, 1997, it is estimated
that absent such fee waivers and expense assumptions, the Fund's total
operating expenses would have amounted to 4.95% of the average net assets of
the Fund.
InterCapital, DWSC, the Adviser and Dean Witter Distributors Inc., the
distributor of the Fund's shares (the "Distributor") (collectively,
"Management"), believe it is unlikely that the Fund will experience material
growth in assets in the foreseeable future. Because of the inefficiencies,
higher costs and disadvantageous economies of scale attendant with the Fund's
small asset base, the Fund's Management has concluded that it would be in the
best interests of the Fund and its shareholders to liquidate the Fund and has
recommended that this course of action be considered by the Fund's Board of
Trustees.
At a meeting on November 6, 1997, the Board of Trustees considered whether
it would be appropriate to liquidate the Fund and, after careful
consideration of the matter, the Board approved the liquidation and
termination of the Fund pursuant to the terms of the Plan. The Board also
directed that the Plan be submitted to shareholders for approval. In
evaluating the Plan, the Trustees considered a number of factors, including
the amount of the Fund's total assets, the Fund's expense ratio (absent the
waiver and assumption of expenses described above), the likelihood that
additional sales of the Fund's shares could increase the assets to a more
viable level and the absence of another investment company advised by
InterCapital or the Investment Adviser that would be appropriate for a
possible merger. Based on consideration of the foregoing and all other
factors deemed relevant by it, the Board of Trustees determined that adoption
of the Plan was in the best interests of the Fund and its shareholders. In
view of this determination, the Board instructed the Distributor, to suspend
all further sales of shares pending shareholder consideration of the Plan,
with the exception of shares sold pursuant to the reinvestment of dividends
and other distributions. Because of the suspension of sales, the Board also
determined that accrual of payments to the Distributor, pursuant to the
distribution plan of the Fund adopted pursuant to Rule 12b-1, should be
terminated effective November 7, 1997.
If shareholders of the Fund fail to approve the Plan, the Fund will not be
liquidated and will continue to operate and be managed in accordance with the
investment objective and policies of the Fund as currently in effect.
However, in such case, the Trustees would determine what alternative action,
if any, should be taken.
SUMMARY OF THE PLAN
Effective date of the Plan and cessation of the Fund's activities as an
investment company. The Plan will become effective on the date of its
approval by shareholders (the "Effective Date"). Following shareholder
3
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approval, the Fund will, as soon as reasonable and practicable after the
Effective Date, complete the sale of the portfolio securities it holds in
order to convert its assets to cash and will not engage in any business
activity except for the purpose of winding up its business and affairs,
preserving the value of its assets and distributing assets to shareholders
after the payment to (or reservation of assets for payment to) all creditors
of the Fund. After the distribution of assets to shareholders, the Fund will
be dissolved in accordance with the Plan and Massachusetts law. The Plan
provides that the Trustees may authorize such variations from, or amendments
to, the provisions of the Plan as may be necessary or appropriate to effect
the dissolution, complete liquidation and termination of the existence of the
Fund in accordance with the purposes to be accomplished by the Plan.
Liquidating Distribution. As soon as practicable after the Effective Date,
and in any event within 60 days thereafter, the Fund will mail to each
Shareholder of record who has not redeemed its shares a liquidating
distribution equal to the Shareholder's proportionate interest in the
remaining assets of the Fund and information concerning the sources of the
liquidating distribution. No contingent deferred sales charge will be applied
to any shares held until the final liquidating distribution. Shareholders who
redeem their shares prior to such liquidating distribution will be charged a
contingent deferred sales charge, if applicable, upon redemption of their
shares.
Continued Operation of the Fund. The adoption of the Plan will not affect
the right of Shareholders to redeem shares of the Fund at their then current
net asset value per share. All officers of the Fund, as well as all entities
serving the Fund, will continue in their present positions and capacities
until such time as the Fund is liquidated and dissolved.
PROCEDURE FOR DISSOLUTION
The Plan provides for the termination of the Fund under the laws of the
Commonwealth of Massachusetts. The Fund intends to file an appropriate notice
of termination with the Office of the Secretary of State of Massachusetts.
Such notice will state that the Trustees approved the termination of the Fund
pursuant to the Plan and will specify the exact date of termination.
Massachusetts law does not provide rights of appraisal or similar rights of
dissent to shareholders with respect to the proposed liquidation and
termination.
TAX EFFECTS OF LIQUIDATION
The Fund has been advised by its special tax counsel, Gordon Altman
Butowsky Weitzen Shalov & Wein, that, upon the liquidation of the Fund,
shareholders will realize a capital gain or loss to the extent that the
amount received upon liquidation exceeds or is less than the shareholder's
adjusted basis in its shares of the Fund. The realized gain or loss will be
long-term or short-term depending upon whether the shareholder has held
shares for more or less than one year.
The Fund qualified as a regulated investment company for federal income
tax purposes for its fiscal period ended August 31, 1997, and has continued
to so qualify. Following completion of the proposed liquidation and
dissolution, shareholders will be furnished information concerning the tax
treatment of all dividend and other distributions, including final
liquidation distributions, made by the Fund.
Certain shareholders who have not furnished a correct taxpayer
identification number may be subject to backup withholding at a rate of 31%
of the amount of distributions. The above discussion does not address the
treatment of tax-exempt shareholders or nonresident shareholders. In
addition, the treatment of state or local taxes is not discussed.
Shareholders are urged to consult with their own tax advisers with respect to
such issues.
DE-REGISTRATION AS AN INVESTMENT COMPANY
Promptly after the dissolution of the Fund, an application will be filed
with the Securities and Exchange Commission for an order declaring that the
Fund has ceased to be an investment company. Upon issuance of such an order,
the Fund will no longer be registered under or subject to the provisions of
the Investment Company Act of 1940.
4
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THE TRUSTEES OF THE FUND UNANIMOUSLY RECOMMEND THAT THE SHAREHOLDERS
APPROVE THE PLAN OF LIQUIDATION AND DISSOLUTION TO TERMINATE THE FUND.
ADDITIONAL INFORMATION
In the event that the necessary quorum to transact business is not
obtained at the Meeting, the persons named as proxies may propose one or more
adjournments of the Meeting for a total of not more than 60 days in the
aggregate to permit further solicitation of proxies. Any such adjournment
will require the affirmative vote of the holders of a majority of the Fund's
shares present in person or by proxy at the Meeting. The persons named as
proxies will vote in favor of such adjournment those proxies which they are
entitled to vote in favor of the proposal to approve the Plan of Liquidation
and Dissolution and will vote against such adjournment those proxies required
to be voted against such proposal.
Abstentions and, if applicable, broker "non-votes" will not count as votes
in favor of any of the proposals, and broker "non-votes" will not be deemed
to be present at the meeting for purposes of determining whether a particular
proposal to be voted upon has been approved. Broker "non-votes" are shares
held in street name for which the broker indicates that instructions have not
been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
SHAREHOLDER PROPOSALS
In the event that the Fund is not liquidated and dissolved, any proposals
of security holders intended to be presented at the next Meeting of
Shareholders should be presented a reasonable time prior to the mailing of
the proxy materials sent in connection with the meeting, for inclusion in the
proxy statement for that meeting.
REPORTS TO SHAREHOLDERS
THE FUND'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL PERIOD ENDED AUGUST
31, 1997, HAS BEEN SENT PREVIOUSLY TO THE TRUST'S SHAREHOLDERS AND IS
AVAILABLE WITHOUT CHARGE UPON REQUEST FROM NINA MACEDA AT DEAN WITTER TRUST
FSB, HARBORSIDE FINANCIAL CENTER, PLAZA TWO, JERSEY CITY, NEW JERSEY 07311
(TELEPHONE 1-800-869-NEWS (TOLL FREE)).
OTHER BUSINESS
Management of the Fund knows of no other matters which may be presented at
the Meeting. However, if any matters not now known properly come before the
Meeting, it is intended that the persons named in the attached form of proxy,
or their substitutes, will vote such proxy in accordance with their judgment
on such matters.
By Order of the Trustees
BARRY FINK
Secretary
5
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EXHIBIT A
TCW/DW STRATEGIC INCOME TRUST
PLAN OF LIQUIDATION AND DISSOLUTION
The following Plan of Liquidation and Dissolution (the "Plan") of TCW/DW
Strategic Income Trust (the "Fund"), a trust organized and existing under the
laws of the Commonwealth of Massachusetts, which has operated as an open-end
diversified management investment company registered under the Investment
Company Act of 1940, as amended (the "Investment Company Act"), is intended
to accomplish the complete liquidation and dissolution of the Fund in
conformity with the provisions of the Fund's Declaration of Trust dated June
27, 1996 and, as amended and restated on August 15, 1996 (the "Declaration"),
and under Massachusetts law.
WHEREAS, the Fund's Board of Trustees (the "Board") has deemed that it is
advisable and in the best interests of the Fund and its shareholders to
liquidate and to dissolve the Fund, and the Board, on November 6, 1997,
considered the matter and determined to recommend the termination of the Fund
pursuant to this Plan;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be
carried out in the manner hereinafter set forth:
1. Effective Date of Plan. This Plan shall be and become effective only
upon the adoption and approval of the Plan at a meeting of shareholders of
the Fund ("Meeting") called for the purpose of voting upon the Plan, by the
favorable vote of a majority of the outstanding shares of the Fund
represented and entitled to vote at the Meeting. The date of such adoption
and approval of the Plan by shareholders is hereinafter called the "Effective
Date".
2. Dissolution. As promptly as practicable after the Effective Date,
consistent with the provisions of this Plan, the Fund shall be liquidated and
dissolved pursuant to applicable provisions of Massachusetts law.
3. Cessation of Business. After the Effective Date, the Fund shall not
engage in any business activities except for the purpose of winding up its
business and affairs, preserving the value of its assets and distributing its
assets to shareholders in accordance with the provisions of this Plan after
the payment to (or reservation of assets for payment to) all creditors of the
Fund; provided that the Fund shall, prior to the making of the final
liquidating distribution, continue to honor requests for the redemption of
shares and may, as determined to be appropriate by the Board, make payment of
dividends and other distributions to shareholders and permit the reinvestment
thereof in additional shares.
4. Liquidation of Assets. The Fund shall cause the liquidation of its
assets to cash form as soon as is practicable consistent with the term of the
Plan.
5. Payment of Debts. As soon as practicable after the Effective Date, the
Fund shall determine and pay (or reserve sufficient amounts to pay) the
amount of all known or reasonably ascertainable liabilities of the Fund
incurred or expected to be incurred prior to the date of the liquidating
distribution provided in Section 6 below.
6. Liquidating Distribution. As soon as practicable after the Effective
Date, and in any event within sixty (60) days thereafter, the Fund will mail
the following to each shareholder of record who has not redeemed its shares:
(i) a liquidating distribution equal to the shareholder's proportionate
interest in the remaining assets of the Fund (after the payments and creation
of the reserves contemplated by Section 5 above); and (ii) information
concerning the sources of the liquidating distribution.
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7. Expenses of Liquidation and Dissolution. Except as may be otherwise
agreed to among the Fund its manager and its investment adviser, all expenses
incurred by or allocable to the Fund in carrying out this Plan, deregistering
the Fund as an investment company, and dissolving the Fund, shall be borne by
Dean Witter InterCapital Inc.
8. Power of the Board of Trustees. The Board and, subject to the general
direction of the Board, the officers of the Fund, shall have authority to do
or to authorize any or all acts and things as provided for in this Plan and
any and all such further acts and things as they may consider necessary or
desirable to carry out the purposes of this Plan, including without
limitation, the execution and filing of all certificates, documents,
information returns, tax returns, forms, and other papers which may be
necessary or appropriate to implement this Plan or which may be required by
the provisions of the Investment Company Act, the Securities Act of 1933, as
amended, and the applicable Massachusetts law.
The death, resignation or other disability of any Trustee or any officer
of the Fund shall not impair the authority of the surviving or remaining
Trustees or officers to exercise any of the powers provided for in this Plan.
9. Amendment of the Plan. The Board shall have the authority to authorize
such variations from or amendments to the provisions of this Plan (other than
the terms of the liquidating distribution) as may be necessary or appropriate
to effect the dissolution, complete liquidation and termination of existence
of the Fund, and the distribution of assets to shareholders in accordance
with the purposes intended to be accomplished by this Plan.
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TCW/DW STRATEGIC INCOME TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned hereby appoints Robert M. Scanlan, Barry Fink, and Robert S.
Giambrone, or any of them, proxies, each with the power of substitution, to
vote on behalf of the undersigned at the Special Meeting of Shareholders of
TCW/DW Strategic Income Trust on February 26, 1998, at 2:00 p.m., New York
City time, and at any adjournment thereof, on the proposal set forth in the
Notice of Meeting dated November , 1997 as follows:
(Continued on reverse side)
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDER SIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR THE PROPOSAL SET FORTH ON THE REVERSE HEREOF AND AS RECOMMENDED BY
THE BOARD OF TRUSTEES.
IMPORTANT -- THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE.
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[X] PLEASE MARK VOTES AS
IN THE EXAMPLE USING
BLACK OR BLUE INK
FOR AGAINST ABSTAIN
Approval of Plan of Liquidation and Dissolution: [ ] [ ] [ ]
Date -----------------------------
Please make sure to sign and date
this Proxy using black or blue ink.
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Shareholder sign in the box above
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Co-Owner (if any) sign in the box above
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TCW/DW STRATEGIC INCOME TRUST
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IMPORTANT
PLEASE SEND IN YOUR PROXY.........TODAY!
YOU ARE URGED TO DATE AND SIGN THE ATTACHED PROXY AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE. THIS WILL HELP SAVE THE EXPENSE OF FOLLOW-UP LETTERS
TO SHAREHOLDERS WHO HAVE NOT RESPONDED.
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