<PAGE> 1
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
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
PACIFIC AMERICAN INCOME SHARES, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
previously paid. 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:
---------------------------------------------------------------------
<PAGE> 2
PACIFIC AMERICAN INCOME SHARES, INC.
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 17, 1999
------------------------
To the Stockholders of
PACIFIC AMERICAN INCOME SHARES, INC.
The Annual Meeting of Stockholders of Pacific American Income Shares, Inc.
(the "Company") will be held in the Board Room of Western Asset Management
Company, 117 E. Colorado Boulevard, Pasadena, California, on Monday, May 17,
1999 at 8:30 a.m., California time, for the following purposes:
(1) Electing a Board of Directors;
(2) Ratifying or rejecting the selection of PricewaterhouseCoopers LLP
as independent accountants for the Company for the fiscal year ending
December 31, 1999; and
(3) Transacting such other business as may properly come before the
Annual Meeting and any adjournment thereof.
The Board of Directors has fixed the close of business on March 22, 1999,
as the record date for the determination of stockholders entitled to receive
notice of and to vote at the Annual Meeting and any adjournment thereof.
By Order of the Board of Directors
Lisa G. Hathaway, Secretary
Pasadena, California
April 9, 1999
STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE
URGED TO DATE, FILL IN, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING
ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE> 3
PACIFIC AMERICAN INCOME SHARES, INC.
PROXY STATEMENT
The accompanying Proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Stockholders to be held on May 17,
1999, at 8:30 a.m., California time, and at any adjournment or postponement
thereof. Unless otherwise specified, Proxies will be voted for the election as
directors of the nominees of the Board of Directors and for ratification of the
selection of the Company's independent accountants. The Company's principal
office address is 117 E. Colorado Boulevard, Pasadena, California 91105. This
Proxy Statement and the form of proxy were first mailed to stockholders on or
about April 9, 1999.
The close of business on March 22, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting and any adjournment thereof. As of March 22, 1999, there were
9,389,431 shares of the Company's Common Stock outstanding and entitled to one
vote per share with respect to each matter to be voted on at the Annual Meeting.
The outstanding shares of Common Stock constitute the only outstanding voting
securities of the Company entitled to be voted at the Annual Meeting. At that
date no person owned of record, or to the Company's knowledge, beneficially more
than 5% of the Company's Common Stock, except that Cede & Co., securities
depository, owned of record 76% of the Company's Common Stock. A majority of the
Company's outstanding shares as of March 22, 1999, must be represented in person
or by proxy to constitute a quorum for the Annual Meeting.
Each stockholder has the right to revoke his or her proxy at any time
before it is voted. A proxy may be revoked by filing with the Secretary of the
Company a written revocation or a properly executed proxy bearing a later date.
Any stockholder may attend the Annual Meeting, whether or not he or she has
previously given a proxy.
The solicitation of Proxies for the Annual Meeting will be made primarily
by mail. However, if necessary to ensure satisfactory representation at the
Annual Meeting, additional solicitation may take place by telephone, telegraph
or personal interview by officers and employees of the Company, who will not
receive additional compensation for such services. As the date of the meeting
approaches, if we have not received your proxies, you may receive a telephone
call from our proxy solicitor, Corporate Investor Communication, Inc. ("CIC"),
which has been retained to assist stockholders in the voting process. For these
services, the Company will pay CIC a fee estimated to be $1,500. The Company
will reimburse brokers and other nominees, in accordance with New York Stock
Exchange approved reimbursement rates, for their expenses in forwarding
solicitation material to the beneficial owners of stock of the Company. All
1
<PAGE> 4
expenses incurred in connection with the solicitation of proxies, including the
services of CIC, will be borne by the Company.
A majority of the shares entitled to vote, present in person or represented
by proxy, will constitute a quorum at the Annual Meeting. In all matters other
than the election of directors, the affirmative vote of the majority of shares
of the Company's Common Stock present in person or represented by proxy at the
Annual Meeting and entitled to vote on the subject matter will be the act of the
stockholders. Directors will be elected by a plurality of the votes of the
shares of the Company's Common Stock present in person or represented by proxy
and entitled to vote on the election of directors. Discretionary authority is
provided in the Proxy as to any matters not specifically referred to therein.
The Board of Directors is not aware of any other matters which are likely to be
brought before the Annual Meeting. However, if any such matters properly come
before the Annual Meeting, it is understood that the Proxy holders are fully
authorized to vote thereon in accordance with their judgment and discretion.
Abstentions will be treated as the equivalent of a negative vote for the
purpose of determining whether a proposal has been adopted and will have no
effect for the purpose of determining whether a director has been elected. As to
certain matters other than the election of directors, New York Stock Exchange
rules generally require that, when shares are registered in street or nominee
name, its member brokers receive specific instructions from the beneficial
owners in order to vote on such a proposal. If a member broker indicates on the
proxy that such broker does not have discretionary authority as to certain
shares to vote on a particular matter, those shares will not be considered as
present and entitled to vote with respect to that matter.
PROXIES
W. Curtis Livingston III, Lisa G. Hathaway and Scott F. Grannis, the
persons named as proxies on the Proxy card accompanying this Proxy Statement,
were selected by the Board of Directors to serve in such capacity. Messrs.
Livingston and Grannis and Ms. Hathaway are each officers of the Company. Each
executed and returned Proxy will be voted in accordance with the directions
indicated thereon, or if no direction is indicated, such Proxy will be voted in
accordance with the recommendations of the Board of Directors contained in the
Proxy Statement. Unless instructions to the contrary are given, the shares
represented by a Proxy at the Annual Meeting will be voted for the Board of
Directors' nominees.
2
<PAGE> 5
PROPOSAL 1
ELECTION OF DIRECTORS
Seven directors, constituting the entire Board of Directors, are to be
elected at the Annual Meeting to serve until the next Annual Meeting or until
their successors have been duly elected and qualified. The names and ages of the
nominees, their principal occupations during the past five years and certain of
their other affiliations and their ownership of the Company's Common Stock, are
given below. All seven of the nominees are presently directors of the Company.
The period of service of each as a director is as follows: Mr. McGagh since his
election at the Annual Meeting of stockholders in 1984; Mr. Bryson since his
appointment by the Board of Directors on February 12, 1987 to fill a vacancy
resulting from the resignation of a director effective that date; Mr. Olson
since his appointment by the Board on November 11, 1987 to fill a vacancy
resulting from the increase on that date in the authorized membership of the
Board; Mr. Simpson since his appointment by the Board of Directors on November
10, 1994 to fill a vacancy resulting from an increase in the authorized
membership of the Board; Mr. Siart since his election at the Annual Meeting of
Stockholders in April, 1997; Mr. Arnault since his appointment by the Board of
Directors in September 1997 to fill a vacany resulting from a retirement from
the Board; and Ms. DeFrantz since her appointment by the Board of Directors in
February 1998 to fill a vacancy resulting from an increase in the authorized
membership of the Board. No director of the Company serves as an officer of the
Company. Each of the nominees has agreed to serve if elected at the Annual
Meeting. Messrs. McGagh, Olson (since August, 1990), Mr. Simpson (since
November, 1994), Mr. Siart (since April, 1997), Mr. Arnault (since September,
1997), and Ms. DeFrantz (since February, 1998) are members of the Board of
Directors of LM Institutional Fund Advisors I, Inc. ("LMIFA I"), an open-end
management investment company registered with the Securities and Exchange
Commission and which has the same Investment Adviser (as hereinafter defined) as
the Company. It is the intention of the persons designated as proxies in the
Proxy, unless otherwise directed therein, to vote at the Annual Meeting for the
election of the nominees named below as the entire Board of Directors. If any
nominee is unable or unavailable to
3
<PAGE> 6
serve, the persons named in the Proxies will vote the Proxies for such other
person as the Board of Directors may recommend.
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION OWNED ON
NAME AGE AND OTHER AFFILIATIONS MARCH 22, 1999
---- --- ---------------------- ------------------
<S> <C> <C> <C>
Ronald J. Arnault(2)(5) 55 President of RJA Consultants, 1,000
since 1997, and a member of
the Board of Governors of the
Music Center of Los Angeles
and the Center Theatre Group.
Retired (December, 1996)
Executive Vice President,
Chief Financial Officer and
member of the Board of
Directors of ARCO.
John E. Bryson(1)(3)(5) 55 Chairman and Chief Executive 1,000
Officer of Edison
International and its
principal subsidiary,
Southern California Edison
Company, since October 1990.
Also a director of The Boeing
Company, The Times Mirror
Company, and the W.M. Keck
Foundation, and a trustee of
Stanford University.
Anita L. DeFrantz(2)(5) 46 President of the Amateur 197
Athletic Foundation of Los
Angeles, since 1985;
President of Kids in Sports,
since 1994; Vice President of
the International Olympic
Committee, since 1997. Also a
board member of the Amateur
Athletic Foundation of Los
Angeles, since 1985;
International Olympic
Committee, since 1996, and
the United States Olympic
Committee Executive Board,
since 1997.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
PRINCIPAL OCCUPATION OWNED ON
NAME AGE AND OTHER AFFILIATIONS MARCH 22, 1999
---- --- ---------------------- ------------------
<S> <C> <C> <C>
William G. McGagh(1)(5) 69 Former Senior Vice President 1,000
and Chief Financial Officer
(1980-1988) of Northrop
Grumman Corporation.
Ronald L. Olson(1)(3)(4)(5) 56 Partner, law firm of Munger, 1,000
Tolles & Olson, Attorneys,
Los Angeles (since 1968).
Also a director of Edison
International, Rand
Corporation and Berkshire
Hathaway, Inc.
William E. B. Siart (1)(3)(5) 52 President and Chief Executive 1,000
Officer of EXED LLC (since
1998). Former Chairman and
Chief Executive Officer of
First Interstate Bancorp
(1996). Also a member of the
Board of Trustees of the
University of Southern
California; Board of
Governors of The Music
Center, Inc.; Director of the
Los Angeles Philharmonic.
Louis A. Simpson (2)(3)(5) 62 President and CEO of Capital 10,000
Operations (since May 1993),
Vice Chairman (1985-1993),
Senior Vice President and
Chief Investment Officer
(1979-1985) of Government
Employees Insurance Company
(GEICO Corporation). Former
President and CEO of Western
Asset Management Company.
Also a director of Potomac
Electric Power Company,
Potomac Capital Investment
Corporation, and MediaOne
Group, Inc.
</TABLE>
5
<PAGE> 8
- ---------------
(1) Member of the Executive Committee of the Board of Directors.
(2) Member of the Audit Committee of the Board of Directors.
(3) Member of the Nominating Committee of the Board of Directors.
(4) Because Mr. Olson's law firm provides legal services to the Investment
Adviser, Mr. Olson may be an "interested person", as defined in the
Investment Company Act of 1940, as amended, of the Company and the
Investment Adviser ("Interested Person").
(5) No nominee owns 1% or more of the outstanding shares of Common Stock.
As of March 22, 1999, all directors and officers of the Company as a group
beneficially owned 28,190 shares of the Company's Common Stock, which is less
than 1% of the outstanding shares calculated on the basis of the amount of
outstanding shares of Common Stock (9,389,431) on such date.
The Company's Board of Directors has established an Audit Committee, an
Executive Committee and a Nominating Committee. The Audit Committee meets with
the Company's independent accountants to review the financial statements of the
Company, the adequacy of internal controls and the accounting procedures and
policies of the Company, and reports on such matters to the Board of Directors.
The Executive Committee meets to determine and declare dividends on the Common
Stock and determines the net asset value of the Company. The Nominating
Committee meets to select nominees for election as Directors of the Company by
the stockholders at the Annual Meeting. It is not the policy of the Nominating
Committee to consider nominees recommended by stockholders. The Board of
Directors does not have a compensation committee. During 1998, the Board of
Directors held three meetings, the Audit Committee held one meeting, the
Executive Committee held one meeting and the Nominating Committee held one
meeting. (All Directors attended at least 75% of the aggregate meetings of the
Board of Directors and the Committees of the Board of Directors on which they
served.)
6
<PAGE> 9
The following table sets forth compensation received by the Company's
directors for their services as directors during 1998:
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS ANNUAL FROM THE COMPANY
FROM THE PART OF COMPANY'S BENEFITS UPON AND ITS FUND COMPLEX
NAME OF PERSON COMPANY EXPENSES RETIREMENT PAID TO DIRECTORS(1)
-------------- ------------ --------------------- --------------- --------------------
<S> <C> <C> <C> <C>
Ronald J. Arnault............ $7,500 -- -- $18,000
Norman Barker(2)............. $2,800 -- -- $ 5,300
John E. Bryson............... $7,800 -- -- $13,800
Anita L. DeFrantz(3)......... $5,500 -- -- $12,000
Dr. Richard C. Gilman(4)..... $7,800 -- -- $18,800
William G. McGagh............ $9,100 -- -- $21,100
Ronald L. Olson.............. $7,800 -- -- $18,800
William E. B. Siart.......... $7,800 -- -- $18,800
Louis A. Simpson............. $8,000 -- -- $19,000
</TABLE>
- ---------------
(1) Includes amounts received from both the Company and from LM Institutional
Fund Advisors I, Inc., which has the same investment adviser as the Company.
(2) Mr. Barker retired from the Board on April 17, 1998.
(3) Ms. DeFrantz became a Director on April 17, 1998.
(4) Dr. Gilman is not standing for reelection as a Director.
During 1998, the Company paid no remuneration to its officers, all of whom
were also officers or employees of Western Asset Management Company, the
Company's Investment Adviser.
The Company may not invest in securities of Legg Mason, Inc., the parent of
the Company's Investment Adviser, or in any securities of its subsidiaries, but
may invest in securities of other corporations of which directors of the Company
are directors or officers. No nominee for director has purchased or sold more
than 1% of the outstanding class of any securities issued by Legg Mason, Inc. or
the Company's Investment Adviser or any of their subsidiaries during the last
fiscal year.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the Company's
equity securities, to file reports of ownership and changes in ownership
7
<PAGE> 10
with the Securities and Exchange Commission ("SEC") and the New York Stock
Exchange. Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish the Company with copies of all Section
16(a) forms they file.
Based solely on its review of the copies of such forms received by it, or
written representations from certain reporting persons, the Company believes
that, during 1998, all filing requirements applicable to its officers,
directors, and greater than ten percent beneficial owners were complied with.
INFORMATION CONCERNING THE INVESTMENT
ADVISER AND THE COMPANY'S OFFICERS
Western Asset Management Company, the Company's investment adviser and
administrator ("Investment Adviser"), is a subsidiary of Legg Mason, Inc. Legg
Mason, Inc. is a holding company which, through its subsidiaries, is engaged in
securities brokerage, investment advisory, corporate and public finance, and
mortgage banking services to individuals, institutions, corporations and
municipalities, and the provision of other financial services. The address of
Legg Mason, Inc. is 110 Light Street, Baltimore, Maryland 21202.
The executive officers of the Company and their relationship to the
Investment Adviser are as follows: W. Curtis Livingston III (age: 55), Chairman
and Director of the Investment Adviser and President of the Company; Scott F.
Grannis (age: 49), Director of the Investment Adviser and Vice President of the
Company; Ilene S. Harker (age: 44), Director of the Investment Adviser and Vice
President of the Company; S. Kenneth Leech (age: 44), Director of the Investment
Adviser and Vice President of the Company, Steven T. Saruwatari (age: 34),
Senior Financial Officer of the Investment Adviser and Treasurer of the Company.
All of the executive officers of the Company, with the exception of Ms. Harker,
Mr. Leech and Mr. Saruwatari, have held the foregoing positions for more than
the past five years. Ms. Harker has held the position of Director of the
Investment Adviser since 1986 and held the position of Secretary of the Company
from November, 1993 to April, 1996. Mr. Leech has held the position of Director
of the Investment Adviser since 1990 and was appointed to the position of Vice
President of the Company in February, 1998. Mr. Saruwatari has held the position
of Senior Financial Officer since December 1994 when he first joined the
Investment Adviser, and was appointed to the position of Treasurer of the
Company in April 1995. Prior to his joining the Investment Adviser, Mr.
Saruwatari served as Controller for Spicers Paper Inc. from May 1991 until
December 1994. No director of the Company is, or during the last five years has
been, an employee, officer, director, general partner or shareholder of the
Investment Adviser or Legg Mason, Inc. or has, or had during the last five
years, any material direct or indirect interest in the Investment Adviser or
Legg Mason, Inc.
8
<PAGE> 11
PROPOSAL 2
RATIFICATION OR REJECTION OF SELECTION OF
INDEPENDENT ACCOUNTANTS
The Board of Directors has selected PricewaterhouseCoopers LLP as
independent accountants for the Company for the fiscal year ending December 31,
1999 and recommends that the stockholders ratify such selection. Ratification by
the stockholders of such selection is required if such accountants are to sign
or certify financial statements filed with the SEC. The Board of Directors
recommends that the stockholders vote in favor of ratification of
PricewaterhouseCoopers LLP as independent accountants for the Company. The
employment of such accountants is conditioned upon the right of the Company, by
vote of a majority of its outstanding voting securities, to terminate such
employment without any penalty. PricewaterhouseCoopers LLP does not have any
direct or material indirect financial interest in the Company. A representative
of PricewaterhouseCoopers LLP will be present at the Annual Meeting and will be
given the opportunity to make a statement and will be available to respond to
appropriate questions.
Audit services provided by PricewaterhouseCoopers LLP during 1998 consisted
primarily of an examination of the Company's financial statements and reviews of
filings by the Company with the SEC. Non-audit services performed by
PricewaterhouseCoopers LLP for the Company in 1998 consisted of its review of
the Company's tax returns.
STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING
Proposals that stockholders wish to present to the 2000 Annual Meeting and
to be included in the Company's proxy materials relating to such meeting must be
delivered to the Secretary of the Company not less than 120 days prior to May
17, 2000.
ANNUAL REPORT TO STOCKHOLDERS
The Company's Annual Report to Stockholders for the fiscal year ended
December 31, 1998, contains financial and other information pertaining to the
Company. The Company will furnish without charge to each person whose Proxy is
being solicited, upon request of such person, a copy of the Annual Report to
Stockholders. Requests for copies of the Annual Report to Stockholders should be
directed to Pacific American Income Shares, Inc., Attention: Investor Relations,
117 E. Colorado Boulevard, Pasadena, California 91105 or you may call
800-426-5523.
9
<PAGE> 12
OTHER BUSINESS
Management is not aware of any other matters to be presented for action at
the Annual Meeting. However, if any such other matters are properly presented,
it is the intention of the persons designated in the enclosed Proxy to vote in
accordance with their best judgment.
By Order of the Board of Directors
Lisa G. Hathaway, Secretary
April 9, 1999
PACAM-PS-99
10
<PAGE> 13
PACIFIC AMERICAN INCOME SHARES, INC.
ANNUAL MEETING OF STOCKHOLDERS - MAY 17, 1999
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF PACIFIC AMERICAN INCOME SHARES, INC.
The undersigned, revoking all prior proxies, hereby appoints W. Curtis
Livingston III, Lisa G. Hathaway and Scott F. Grannis and each of them,
attorneys and proxies of the undersigned, each with full power of substitution,
to attend the Annual Meeting of the Stockholders of Pacific American Income
Shares, Inc., a Delaware corporation (the "Company"), to be held in the Board
Room of Western Asset Management Company, 117 E. Colorado Boulevard, Pasadena,
California, on May 17, 1999, at 8:30 a.m., California time, and at any
adjournments thereof, and thereat to vote as indicated all shares of the Common
Stock of the Company which the undersigned would be entitled to vote if
personally present with respect to the matters listed on the reverse, which are
more fully described in the Proxy Statement of the Company dated April 9, 1999,
receipt of which is acknowledged by the undersigned.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE, SIGN ON REVERSE AND
RETURN PROMPTLY USING THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign this Proxy exactly as your name(s) appear(s) on the reverse side.
Joint owners should each sign personally. Trustees and other fiduciaries should
indicate the capacity in which they sign. If a corporation, this signature
should be that of an authorized officer who should state his or her title.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________________ ____________________________________
____________________________________ ____________________________________
____________________________________ ____________________________________
<PAGE> 14
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
<S> <C>
====================================== 1. Election of directors,
PACIFIC AMERICAN INCOME SHARES, INC. For All With For All
====================================== Nominees hold Except
RONALD J. ARNAULT RONALD L. OLSON
JOHN E. BRYSON WILLIAM E.B. SIART
Mark box at right if an address [ ] ANITA I. DEFRANTZ LOUIS A. SIMPSON
change or comment has been noted WILLIAM G. MCGAGH [ ] [ ] [ ]
on the reverse side of this card.
INSTRUCTION: To withhold authority to vote for any individual
RECORD DATE SHARES: nominee(s), mark the "For All Except" box and strike a line
through the nominee(s) name(s) in the list above.
For Against Abstain
2. The ratification of the selection of
PricewaterhouseCoopers LLP as independent
accountants for the Company for the fiscal
year ending December 31, 1999. [ ] [ ] [ ]
With discretionary power upon such other matters as may properly
come before the meeting or any adjournment thereof.
___________
Please be sure to sign and date this Proxy. Date THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS
- ------------------------------------------------------- MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS
OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR THE RATIFICATION
_______________________________________________________ OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT
Stockholder sign here Co-owner sign here ACCOUNTANTS FOR THE COMPANY.
DETACH CARD DETACH CARD
</TABLE>
PACIFIC AMERICAN INCOME SHARES, INC.
Dear Stockholder,
Please take note of the important information enclosed with this Proxy Ballot.
There are two issues related to the management and operation of your
Corporation that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on this proxy card to indicate how your shares will be
voted. Then sign the card, detach it and return your proxy vote in the enclosed
postage paid envelope. Your vote must be received prior to the Annual Meeting
of Stockholders, May 17, 1999.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
Pacific American Income Shares, Inc.
