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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:
[x] Preliminary Proxy Statement
[ ] 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
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(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
[X] $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 0-11.
[ ] 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:
(5) Total fee paid:
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[ ] 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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PRELIMINARY PROXY STATEMENT
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
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
________ __, 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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PRELIMINARY PROXY STATEMENT
TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
DEAN WITTER CONVERTIBLE SECURITIES TRUST
TWO WORLD TRADE CENTER, NEW YORK, NEW YORK 10048
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PROXY STATEMENT
___________
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 ___________ 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,
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 24, 1995.
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(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") 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, 1994,
Convertible Trust paid the Distributor $2,002,443 under the Plan, representing
1.0% of average net assets during such fiscal year.
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.], its
affiliates and other broker-dealers it may select in connection with
the distribution of the Fund's shares . . . ."
The 12b-1 plan of Global Convertible is identical to the Plan of
Convertible Trust.
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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 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 of an
investment company whose assets are acquired by [Convertible Trust] in
a tax-free reorganization."
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.
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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.
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, 1994, and its Semiannual Report for the six months ended
March 31, 1995, are 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 1-800-526-3143) (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 /X/ or / / 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 / /
Dated:_____________________________, 1995
(Month) (Day)
____________________________________
Signature(s)
____________________________________
Signature(s)
Please read both sides of this ballot.
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S)
APPEAR HEREON. When signing as custodian,
attorney, executor, administrator, trustee,
etc., please give your full title as such.
All joint owners should sign this proxy. If
the account is registered in the name of a
corporation, partnership or other entity, a
duly authorized individual must sign on its
behalf and give his or her title.
