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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. )
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 Section 240.14a-11(c) or
Section 240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
DEAN WITTER CONVERTIBLE SECURITIES TRUST
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/ / $125 per Item 22(a)(2) of Schedule 14A under the Exchange Act.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(4) and O-11.
/ / 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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/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 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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DEAN WITTER CONVERTIBLE SECURITIES TRUST
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 19, 1995
A Special Meeting of Shareholders of Dean Witter Convertible Securities
Trust ("Convertible Trust") will be held at the Conference Center, 44th Floor,
Two World Trade Center, New York, New York 10048, on December 19, 1995 at 9:00
A.M., New York time, for the following purposes:
1. To consider and vote upon an amendment to Convertible Trust's Plan of
Distribution under Rule 12b-1 (the "Amendment"), in connection with the
acquisition of the assets of TCW/DW Global Convertible Trust ("Global
Convertible"), to authorize explicitly payments of expenses associated
with the distribution of shares of an acquired fund (including Global
Convertible).
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 October 20, 1995 are
entitled to notice of and to vote at the Meeting. Please read the Proxy
Statement carefully before telling us, through your proxy or in person, how you
wish your shares to be voted. The Board of Trustees of Convertible Trust
recommends a vote in favor of the Amendment. WE URGE YOU TO SIGN, DATE AND MAIL
THE ENCLOSED PROXY PROMPTLY.
By Order of the Board of Trustees,
SHELDON CURTIS,
SECRETARY
October 25, 1995
New York, New York
IMPORTANT
YOU CAN HELP 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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DEAN WITTER CONVERTIBLE SECURITIES TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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PROXY STATEMENT
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SPECIAL MEETING OF SHAREHOLDERS
DECEMBER 19, 1995
This statement is being furnished to the shareholders of Dean Witter
Convertible Securities Trust ("Convertible Trust") in connection with the
solicitation of proxies by the Board of Trustees of Convertible Trust (the
"Board") for use at the Special Meeting of Shareholders of Convertible Trust to
be held on December 19, 1995, 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 of Shareholders. The Board knows of no other business, other
than that set forth in the Notice of Special Meeting, that will be presented for
consideration at the Meeting. However, the proxy confers discretionary authority
upon the persons named therein to vote as they determine on other business, not
currently contemplated, which may come before the Meeting. Shares owned of
record by a broker-dealer for the benefit of its customers will be voted by the
broker-dealer based on instructions received from its customers and will not be
voted if no instructions are received. Abstentions and broker "non-votes" will
be counted as present for the purpose of determining a quorum and will have the
same effect as a vote against Proposal 1. If a shareholder executes and returns
a proxy but fails to indicate how the votes should be cast, the proxy will be
voted in favor of Proposal No. 1. A proxy may be revoked at any time prior to
its exercise by (i) delivering written notice of revocation to the Secretary of
Convertible Trust at Two World Trade Center, New York, New York 10048; (ii)
attending the Meeting and voting in person; or (iii) signing and returning a new
proxy (if returned and received in time to be voted). Attendance at the Meeting
will not in and of itself revoke a proxy.
Shareholders as of the close of business on October 20, 1995, 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 October 20, 1995 there were 15,627,359 shares of
beneficial interest of Convertible Trust outstanding, all with $0.01 par value.
No person was known to own as much as 5% of the outstanding shares of
Convertible Trust on that date. The Trustees and officers of Convertible Trust,
together, owned less than 1% of Convertible Trust's outstanding shares on that
date. The percentage ownership of shares of Convertible Trust changes from time
to time depending on purchases and sales by shareholders and the total number of
shares outstanding.
The cost of soliciting proxies for the Meeting, consisting principally of
printing and mailing expenses, will be borne by Dean Witter InterCapital Inc.
("InterCapital") and TCW Funds Management, Inc. ("TCW"). The solicitation of
proxies will be by mail, which may be supplemented by solicitation by mail,
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telephone or otherwise through Trustees and officers of Convertible Trust and
regular employees of InterCapital. The first mailing of this proxy statement is
expected to be made on or about October 25, 1995.
(1) AMENDMENT TO CONVERTIBLE TRUST'S PLAN OF DISTRIBUTION UNDER RULE 12B-1, IN
CONNECTION WITH THE ACQUISITION OF THE ASSETS OF TCW/DW GLOBAL CONVERTIBLE
TRUST ("GLOBAL CONVERTIBLE"), TO AUTHORIZE EXPLICITLY PAYMENTS OF EXPENSES
ASSOCIATED WITH DISTRIBUTION OF SHARES OF AN ACQUIRED FUND (INCLUDING GLOBAL
CONVERTIBLE)
THE INVESTMENT MANAGER AND THE PRINCIPAL UNDERWRITER
InterCapital is Convertible Trust's investment manager and provides all
investment advisory, management and administrative services to Convertible
Trust. Dean Witter Distributors Inc. ("Distributors" or the "Distributor") is
the principal underwriter of Convertible Trust. Both InterCapital and
Distributors are wholly-owned subsidiaries of Dean Witter, Discover & Co.
("DWDC"), a balanced financial services organization providing a broad range of
nationally marketed credit and investment products. InterCapital and
Distributors both maintain offices at Two World Trade Center, New York, New York
10048.
BACKGROUND
The Board has approved an Agreement and Plan of Reorganization dated as of
August 24, 1995 (the "Agreement"), between Convertible Trust and TCW/DW Global
Convertible Trust ("Global Convertible"). Pursuant to such Agreement,
substantially all of the assets of Global Convertible, subject to stated
liabilities, will be combined with those of Convertible Trust and shareholders
of Global Convertible will become shareholders of Convertible Trust, receiving
shares of Convertible Trust with a value equal to the value of their holdings in
Global Convertible on the date of such transaction (the "Reorganization").
Convertible Trust's Board has determined that the Reorganization is in the best
interests of Convertible Trust and that the interests of existing shareholders
will not be diluted as a result thereof. The Reorganization will enable
Convertible Trust to acquire investment securities which are consistent with
Convertible Trust's investment objective, without the brokerage costs attendant
to the purchase of such securities in the market. In addition, economies of
scale will be achieved to the extent that various fixed expenses can be spread
over a larger base of assets. Consummation of the Reorganization is conditioned
upon a number of factors, including the approval by the requisite percentage of
Convertible Trust shareholders of an amendment to Convertible Trust's amended
and restated plan of distribution under Rule 12b-1 under the Investment Company
Act of 1940 (the "Plan") with the Distributor, as described below.
CURRENT PLAN OF DISTRIBUTION UNDER RULE 12B-1
Convertible Trust is authorized to bear the expenses associated with the
distribution of its shares pursuant to the provisions of the Plan. The Plan was
initially adopted by the Board on July 19, 1985, and was most recently amended
by the Board on April 28, 1993. The Board voted on April 20, 1995 to continue
the Plan until April 30, 1996. The Plan provides for payments by Convertible
Trust to the Distributor at the annual rate of 1.0% of the lesser of (i) the
average daily aggregate gross sales of Convertible Trust shares since its
inception (not including reinvestment of dividends and capital gains
distributions) less the average daily aggregate net asset value of the shares of
Convertible Trust redeemed since its inception upon which a contingent deferred
sales charge has been imposed or waived or (ii) Convertible Trust's average
daily net assets. For the fiscal year ended September 30, 1995, Convertible
Trust paid the Distributor $1,790,824 under the Plan, representing 1.0% of
average net
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assets during such fiscal year. A portion of this 12b-1 fee not exceeding 0.25%
of the Fund's average daily net assets is characterized as a service fee within
the meaning of National Association of Securities Dealers, Inc. guidelines.
Paragraph 2 of the Plan sets forth the purposes for which payments may be
made under the Plan. That paragraph provides that:
"The amount set forth in paragraph 1 of this Plan shall be paid
for services of the Distributor, [Dean Witter Reynolds Inc.
("DWR")], its affiliates and other broker-dealers it may select in
connection with the distribution of the Fund's shares, including
personal services to shareholders with respect to their holdings
of Fund shares. . . ."
In addition, the Distributor may utilize fees paid pursuant to the Plan to
compensate DWR and other selected broker-dealers for their opportunity costs in
advancing sales commissions, incentive compensation and expenses of DWR account
executives and others who engage in or support distribution of Convertible Trust
shares or who service shareholder accounts. Such compensation would be in the
form of a carrying charge on any unreimbursed distribution expenses.
PROPOSED AMENDMENT
In any given year, the Distributor may incur expenses in distributing shares
of Convertible Trust and Global Convertible, respectively, which may be in
excess of the total of payments pursuant to their respective 12b-1 plans and the
proceeds of contingent deferred sales charges paid by investors upon the
redemption of shares. In connection with the Reorganization, the excess
distribution expenses of Global Convertible will be combined with the excess
distribution expenses of Convertible Trust and reflected in reports provided to
Convertible Trust's Board in its annual review of management and distribution
arrangements. As of June 30, 1995, Global Convertible's and Convertible Trust's
respective excess distribution expenses amounted to $1,399,716 and $66,091,968,
representing 7.42% and 36.82% of Global Convertible's and Convertible Trust's
respective net assets. If the Reorganization had occurred on that date, the
combined fund's total excess distribution expenses would have been $67,491,684
(or 34.0% of combined assets of $198,269,345). The Board is of the view that
reports of excess distribution expenses will serve as a useful reminder of the
Distributor's unreimbursed distribution expenses which the Board may accord such
weight as it deems appropriate in making its annual determination as to whether
to continue the Plan.
Convertible Trust has been advised by counsel that the Plan, as currently in
effect, authorizes the proposed treatment of excess distribution expenses.
Nevertheless, shareholder approval of an amendment to the Plan (the "Amendment")
is being solicited to authorize explicitly payments with respect to expenses
associated with the distribution of shares of an acquired fund (including Global
Convertible). Specifically, if the Amendment is approved, the following sentence
will be added to paragraph 2 of Convertible Trust's Plan:
"Payments may also be made with respect to distribution expenses
incurred in connection with the distribution of shares, including
personal services to shareholders with respect to holdings of
shares, of an investment company whose assets are acquired by
[Convertible Trust] in a tax-free reorganization."
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THE BOARD'S CONSIDERATION
Adoption of the Amendment will have no immediate implications for
Convertible Trust. Payments under the Plan would continue to be made at the
annual rates specified in the Plan. While the Distributor may hope to recover
its excess distribution expenses over an extended period of time, Convertible
Trust is not obligated to assure that such amounts are recouped by the
Distributor. These excess distribution expenses do not currently appear as an
expense or liability on the books of Global Convertible nor will they so appear
on the books of Convertible Trust subsequent to the Reorganization until paid or
accrued. They do not enter into the calculation of net asset value and do not
enter into the formula for calculation of 12b-1 payments. Even in the event of
termination or non-continuance of the Plan, Convertible Trust is not legally
committed, and is not required to commit, to the payment of those expenses upon
termination or non-continuance of the Plan. Nor has the Board made any
determination as to whether it would be appropriate for Convertible Trust to pay
amounts attributable to expenses associated with the distribution of Global
Convertible's shares. Rather, the Board has taken the position that in the event
Convertible Trust's 12b-1 Plan is terminated or not continued for any reason,
the Board will determine at that time how such excess distribution expenses will
be treated. The Amendment would simply make it clear that (i) excess
distribution expenses associated with Global Convertible may appropriately be
reflected in reports provided to the Board and (ii) Convertible Trust is
authorized to pay the expenses of the Distributor incurred in distribution of
shares of Global Convertible to the extent the Board determines it appropriate
to do so.
The Board, including a majority of the trustees who are not "interested
persons" of Convertible Trust (the "Independent Trustees"), approved the
Amendment at a meeting called for the purpose of voting on the Amendment.
VOTE REQUIRED
Approval of the Amendment requires the affirmative vote of a "majority of
the outstanding voting securities" of Convertible Trust. Under the Investment
Company Act of 1940, as amended, a "vote of the majority of the outstanding
voting securities" means the affirmative vote of the lesser of (a) 67% or more
of the shares of Convertible Trust present at the Meeting or represented by
proxy if the holders of more than 50% of the outstanding shares are present or
represented by proxy or (b) more than 50% of Convertible Trust's outstanding
shares. If the Amendment is not approved by shareholders, the Plan will remain
in effect.
THE BOARD OF TRUSTEES OF CONVERTIBLE TRUST, INCLUDING A MAJORITY OF THE
INDEPENDENT TRUSTEES, RECOMMENDS THAT SHAREHOLDERS APPROVE THE PROPOSED
AMENDMENT OF CONVERTIBLE TRUST'S PLAN OF DISTRIBUTION UNDER RULE 12B-1 AS
DESCRIBED ABOVE.
ADJOURNMENTS
In the event that the necessary quorum to transact business or the vote
required to approve or reject any proposal 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 Convertible Trust'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 Proposal 1
and will vote against any such adjournment those proxies required to be voted
against that proposal.
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SHAREHOLDER PROPOSALS
Convertible Trust does not hold regular shareholder meetings. Proposals of
shareholders intended to be presented at the next meeting of shareholders must
be received 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
CONVERTIBLE TRUST'S MOST RECENT ANNUAL REPORT, FOR THE FISCAL YEAR ENDED
SEPTEMBER 30, 1995, IS AVAILABLE WITHOUT CHARGE UPON REQUEST FROM ADRIENNE RYAN
PINTO AT DEAN WITTER TRUST COMPANY, HARBORSIDE FINANCIAL CENTER, PLAZA TWO,
JERSEY CITY, NEW JERSEY 07311 (TELEPHONE 1-800-869-6397) (TOLL-FREE).
OTHER BUSINESS
The Management 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, of their
substitutes, will vote such proxy in accordance with their judgment on such
matters.
By Order of the Board of Trustees,
SHELDON CURTIS,
SECRETARY
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DEAN WITTER CONVERTIBLE SECURITIES TRUST
PROXY FOR SPECIAL SHAREHOLDERS MEETING TO BE HELD DECEMBER 19, 1995
The undersigned shareholder of Dean Witter Convertible Securities Trust
("Convertible Trust") does hereby appoint Sheldon Curtis, Edmund C. Puckhaber
and Robert M. Scanlan, and each of them, as attorneys-in-fact and proxies of the
undersigned, with full power of substitution, to attend the Special Meeting of
Shareholders of Convertible Trust to be held on December 19, 1995, at the
Conference Center, 44th Floor, Two World Trade Center, New York, New York at
9:00 A.M., New York time, and at all adjournments thereof, and to vote the
shares held in the name of the undersigned on the record date for said meeting
for the Proposal specified on the reverse side. Said attorneys-in-fact shall
vote in accordance with their best judgment as to any other matter.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES, WHICH RECOMMENDS
A VOTE FOR THE PROPOSAL ON THE REVERSE SIDE. THE SHARES REPRESENTED HEREBY WILL
BE VOTED AS INDICATED ON THE REVERSE SIDE OR "FOR" IF NO CHOICE IS INDICATED.
Please mark your proxy, date and sign it on the reverse side and return it
promptly in the accompanying envelope, which requires no postage if mailed in
the United States.
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Please mark boxes / / or /X/ in blue or black ink.
The Proposal:
Approval of an amendment to the Plan of Distribution under Rule
12b-1 of Dean Witter Convertible Securities Trust, in connection with
the acquisition of the assets of TCW/DW Global Convertible Trust
("Global Convertible"), to authorize explicitly payments of expenses
associated with the distribution of shares of an acquired fund
(including Global Convertible).
/ / FOR / / AGAINST / / ABSTAIN
047
Please sign personally. If the
shares are registered in more
than one name, each joint owner
or each fiduciary should sign
personally. Only authorized
officers should sign for
corporations.
Dated __________________________
________________________________
Signature
________________________________
Signature
