As filed with the Securities and Exchange Commission on July 27, 1995
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 Rule 14a-11(c) or Rule 14a-12
Convertible Holdings, Inc.
(Name of Registrant as Specified in its Charter)
Convertible Holdings, Inc.
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[X]$125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
[ ]$500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ]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:(1)
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
- ---------------
(1)Set forth the amount on which the filing fee is calculated and state how
it was determined.
<PAGE>
CONVERTIBLE HOLDINGS, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
NOTICE OF 1995 ANNUAL MEETING OF STOCKHOLDERS
September 8, 1995
To The Stockholders of Convertible Holdings, Inc.:
Notice is hereby given that the 1995 Annual Meeting of Stockholders (the
"Meeting") of Convertible Holdings, Inc. (the "Company") will be held at the
offices of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995 at 9:45 A.M. for the
following purposes:
(1) To elect a Board of Directors to serve for the ensuing year;
(2) To consider and act upon a proposal to ratify the selection of Deloitte
& Touche llp to serve as independent auditors of the Company for its current
fiscal year; and
(3) To transact such other business as may properly come before the Meeting
or any adjournment thereof.
The Board of Directors has fixed the close of business on July 14, 1995 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Company entitled to vote at the
Meeting will be available and open to the examination of any stockholder of
the Company for any purpose germane to the Meeting during ordinary business
hours from and after August 25, 1995, at the office of the Company, 800
Scudders Mill Road, Plainsboro, New Jersey. You are cordially invited to
attend the Meeting. Stockholders who do not expect to attend the Meeting in
person are requested to complete, date and sign the enclosed form of proxy
and return it promptly in the envelope provided for this purpose. The
enclosed proxy is being solicited on behalf of the Board of Directors of the
Company.
By Order of the Board of Directors
Mark B. Goldfus
Secretary
Plainsboro, New Jersey
Dated: July 28, 1995
<PAGE>
PROXY STATEMENT
CONVERTIBLE HOLDINGS, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
1995 Annual Meeting of Stockholders
September 8, 1995
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Convertible Holdings, Inc., a
Maryland corporation (the "Company"), to be voted at the 1995 Annual Meeting
of Stockholders of the Company (the "Meeting"), to be held at the offices of
Merrill Lynch Asset Management, L.P. ("MLAM"), 800 Scudders Mill Road,
Plainsboro, New Jersey, on Friday, September 8, 1995 at 9:45 A.M. The
approximate mailing date of this Proxy Statement is July 31, 1995.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise
as provided herein. Unless instructions to the contrary are marked, proxies
will be voted for the election of the Board of Directors to serve for the
ensuing year and for the ratification of the selection of independent
auditors to serve for the Company's current fiscal year. See "Additional
Information". Any proxy may be revoked at any time prior to the exercise
thereof by giving written notice to the Secretary of the Company.
The Board of Directors has fixed the close of business on July 14, 1995 as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Stockholders on
the record date will be entitled to one vote for each share held, with no
shares having cumulative voting rights. As of July 14, 1995 the Company had
outstanding 11,663,100 Income Shares, par value $.10 per share, and
11,663,100 Capital Shares, par value $.10 per share. As of that date, to the
knowledge of the Company, no person beneficially owned more than five percent
of the outstanding shares of either class except as set forth in Exhibit A.
The Board of Directors of the Company knows of no business other than that
mentioned in Items 1 and 2 of the Notice of Meeting which will be presented
for consideration at the Meeting. If any other matter is properly presented,
it is the intention of the person named in the enclosed proxy to vote in
accordance with their best judgment.
ITEM 1. ELECTION OF DIRECTORS
At the meeting, the Board of Directors will be elected to serve until the
next Annual Meeting of Stockholders and until their successors are elected
and qualified. It is intended that all properly executed proxies will be
voted (unless such authority has been withheld in the proxy) as follows:
1
<PAGE>
(1) All such proxies representing both Income Shares and Capital Shares
voting together as a single class in favor of the two (2) persons designated
as Directors to be elected by holders of Income Shares and Capital Shares;
(2) All such proxies representing Capital Shares will be voted in favor of
the two (2) persons designated as Directors to be elected by holders of
Capital Shares; and
(3) All such proxies representing Income Shares will be voted in favor of
the two (2) persons designated as Directors to be elected by holders of
Income Shares.
The Board of Directors of the Company knows of no reason why any of these
nominees will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute
nominee or nominees as the Board of Directors may recommend.
Certain information concerning the nominees, including their designated
classes, is set forth as follows:
<TABLE>
<CAPTION>
Shares
Beneficially
Owned at
July 14, 1995
----------------
Principal Occupations
During Past Five Years Director Income Capital
Name and Address of Nominee Age and Public Directorships (1) Since Shares Shares
- --------------------------- --- ------------------------------------- ------ ----- -------
<S> <C> <C> <C> <C> <C>
To Be Elected by the Holders of Both Income Shares
and Capital Shares Voting Together as a Single Class
James H. Bodurtha( (1) (2)) 51 Chairman and Chief Executive Officer, 1995 0 0
124 Long Pond Road China Enterprise Management
Plymouth, Massachusetts Corporation since 1993; Vice
02360 President, Bank House International
Management Corporation since 1993;
Chairman, Berkshire Corporation
since 1980; Partner, Squire,
Sanders & Dempsey from 1990 to
1993.
Herbert I. London( (1) (2)) 56 Dean, Gallatin Division of New York 1987 0 0
113-115 University Place University from 1978 to 1993 and
New York, New York 10003 Director from 1975 to 1976; John M.
Olin Professor of Humanities, New
York University since 1993 and
Professor thereof since 1980;
Distinguished Fellow, Herman Kahn
Chair, Hudson Institute from 1984
to 1985; Trustee, Hudson Naval
Institute since 1980; Overseer,
Center for Naval Analyses;
Director, Damon Corporation since
1991.
2
<PAGE>
Shares
Beneficially
Owned at
July 14, 1995
----------------
Principal Occupations
During Past Five Years Director Income Capital
Name and Address of Nominee Age and Public Directorships (1) Since Shares Shares
- --------------------------- --- ------------------------------------- ------ ----- -------
Joseph L. May (1) (2) 66 Attorney in private practice since 1987 1,000 1,000
424 Church Street 1984; President, May and Athens
Suite 2000 Hosiery Mills Division,
Nashville, Tennessee Wayne-Gossard Corporation from 1954
37219 to 1983; Vice President,
Wayne-Gossard Corporation from 1972
to 1983; Chairman, The May
Corporation (personal holding
company) from 1972 to 1983;
Director, Signal Apparel Co. from
1972 to 1989.
To Be Elected by the Holders of Capital Shares
Robert R. Martin( (1) (2)) 68 Director, WTC Industries, Inc. since 1993 0 0
513 Grand Hill 1995 and Chairman thereof from 1994
St. Paul, Minnesota 55102 to 1995; Chairman and Chief
Executive Officer, Kinnard
Investments, Inc. from 1990 to
1993; Executive Vice President,
Dain Bosworth from 1974 to 1989;
Director, Carnegie Capital
Management from 1977 to 1985 and
Chairman thereof in 1979; Director,
Securities Industry Association
from 1981 to 1982 and Public
Securities Association from 1979 to
1980; Trustee, Northland College
since 1992.
3
<PAGE>
Shares
Beneficially
Owned at
July 14, 1995
----------------
Principal Occupations
During Past Five Years Director Income Capital
Name and Address of Nominee Age and Public Directorships (1) Since Shares Shares
- --------------------------- --- ------------------------------------- ------ ----- -------
Arthur Zeikel( (1))* 63 President of MLAM (which term 1985 0 0
P.O. Box 9011 includes its corporate
Princeton, New Jersey predecessors) since 1977; President
08543-9011 of Fund Asset Management, L.P.
("FAM", which term includes its
corporate predecessors) since 1977;
President and Director of Princeton
Services, Inc. ("Princeton
Services") since 1993; Executive
Vice President of Merrill Lynch &
Co., Inc. ("ML&Co.") since 1990;
Executive Vice President of Merrill
Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch")
since 1990 and a Senior Vice
President thereof from 1985 to
1990; Director of Merrill Lynch
Funds Distributor, Inc. ("MLFD").
To Be Elected by the Holders of Income Shares
Terry K. Glenn( (1))* 54 Executive Vice President of MLAM and 1985 0 0
P.O. Box 9011 FAM since 1983; Executive Vice
Princeton, New Jersey President and Director of Princeton
08543-9011 Services since 1993; President of
MLFD since 1986 and a Director
thereof since 1991; President of
Princeton Administrators, L.P.
since 1988.
Andre F. Perold( (1) (2)) 43 Professor, Harvard Business School 1985 0 0
</TABLE>
Morgan Hall since 1989 and Associate Professor
Soldiers Field from 1983 to 1989; Trustee, The
Boston, Massachusetts Common Fund, since 1989; Director,
02163 Quantec Limited since 1991 and
Teknekron Software Systems Inc.
since 1994.
(1) Each of the nominees is a director, trustee or member of an advisory
board of certain other investment companies for which MLAM or its
affiliate, FAM, acts as investment adviser. See "Compensation of
Directors and Officers" below.
(2) Member of Audit Committee of Board of Directors.
* Interested person, as defined in the Investment Company Act of 1940, as
amended (the "Investment Company Act"), of the Company.
4
<PAGE>
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
"interested persons" of the Company within the meaning of the Investment
Company Act. The principal purpose of the Audit Committee is to review the
scope of the annual audit conducted by the Company's independent auditors and
the evaluation by such auditors of the accounting procedures followed by the
Company. The Board of Directors does not have a nominating committee.
During the fiscal year ended December 31, 1994, the Board of Directors held
four meetings and the Audit Committee held four meetings. With the exception
of Mr. Bodurtha (who became a Director of the Fund in June, 1995), all of the
Directors attended at least 75% of the aggregate of the total number of
meetings of the Board of Directors and the total number of meetings held by
all committees on which he served during such period.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's officers, directors and persons who
own more than ten percent of a registered class of the Company's equity
securities, to file reports of ownership and changes in ownership on Forms 3,
4 and 5 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 regulations to furnish the Company with copies of all
Forms 3, 4 and 5 they file.
Based solely on the Company's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Company believes that all of its officers, directors, greater than
ten percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment
Company Act, i.e., any advisory board member, investment adviser or
affiliated person of the Company's investment adviser, have complied with all
filing requirements applicable to them with respect to transactions during
the Company's most recent fiscal year except that (i) each of Bernard J.
Durnin and Vincent R. Giordano, who were Senior Vice Presidents of MLAM, the
Company's investment adviser, at the time of commencement of operations of
the Company, inadvertently neglected to file a Form 3 to identify himself as
being subject to the reporting requirements of Section 16; (ii) Stephen M.
Miller inadvertently neglected to file a Form 3 to report his election as a
Senior Vice President of MLAM; (iii) Ronald L. Welburn inadvertently
neglected to file a Form 3 to report his election as a Senior Vice President
of MLAM; and (iv) Anthony Wiseman inadvertently neglected to file a Form 3 to
report his election as a Senior Vice President of MLAM. This information was,
however, included in a Form 5 which was filed by each of them in a timely
manner.
Interested Persons. The Company considers two Directors, Mr. Zeikel and Mr.
Glenn, to be "interested persons" of the Company within the meaning of
Section 2(a)(19) of the Investment Company Act as a result of the positions
they hold with MLAM and its affiliates. Mr. Zeikel is the President of the
Company and the President of MLAM and of its affiliate, FAM. Mr. Glenn is
Executive Vice President of MLAM and of its affiliate, FAM.
Compensation of Directors and Officers. MLAM, the Company's investment
adviser, pays all compensation of all officers of the Company and all
Directors of the Company who are affiliated with ML&Co. or its subsidiaries.
The Company pays each Director not affiliated with the investment adviser a
fee of $5,000 per year plus $500 per meeting attended, together with such
Director's actual out-of-pocket expenses relating to attendance at meetings.
The Company also pays each member of its Audit Committee a fee of $1,000 per
year plus $250 per meeting attended, together with such Director's
out-of-pocket expenses relating to attendance at such meetings. These fees
and expenses aggregated $45,517 for the fiscal year ended December 31, 1994.
5
<PAGE>
The following table sets forth for the year ended December 31, 1994
compensation paid by the Company to the non-affiliated Directors, and for the
year ended December 31, 1994, the aggregate compensation paid by all
investment companies advised by FAM and its affiliate, MLAM ("FAM/MLAM
Advised Funds") to the non- affiliated Directors.
<TABLE>
<CAPTION>
Pension or
Aggregate Retirement Total Compensation from
Compensation Benefits Accrued as Company and FAM/MLAM
Name of from Part Advised Funds Paid to
Director Company of Company Expenses Directors
- ----------------------- ----------- -------------------- ------------------------------
<S> <C> <C> <C>
James H. Bodurtha( (1)
(2)) $ 0 None $ 0
Herbert I. London( (1)) $9,000 None $168,250
Robert R. Martin( (1)) $9,000 None $168,250
Joseph L. May( (1)) $9,000 None $168,250
Andre F. Perold( (1)) $9,000 None $168,250
</TABLE>
(1) In addition to the Company, the Directors serve on the Boards of other
FAM/MLAM Advised Funds as follows: Mr. Bodurtha (46 Funds), Mr. London (46
Funds), Mr. Martin (46 Funds), Mr. May (46 Funds) and Mr. Perold (46 Funds).
(2) Mr. Bodurtha became a Director of the Company and other FAM/MLAM Advised
Funds in June, 1995.
Officers of the Company. The Board of Directors has elected eight officers
of the Company. The following table sets forth information concerning each of
these officers:
<TABLE>
<CAPTION>
Officer
Name and Principal Occupation Office Age Since
- ---------------------------------------------------------------------- -------------------- -- -------
<S> <C> <C> <C>
Arthur Zeikel President 63 1985
President of MLAM since 1977; President of FAM since 1977; President
and Director of Princeton Services since 1993; Executive Vice
President of ML&Co. since 1990; Executive Vice President of Merrill
Lynch since 1990 and Senior Vice President from 1985 to 1990;
Director of MLFD since 1991.
Terry K. Glenn Executive 54 1985
Executive Vice President of MLAM and FAM since 1983; Executive Vice Vice President
President and Director of Princeton Services since 1993; President
of MLFD since 1986 and Director since 1991; President of Princeton
Administrators, L.P. since 1988.
N. John Hewitt Senior 61 1993
Senior Vice President of MLAM since 1976; Manager of the Fixed Income Vice President
Mutual Fund and Insurance Portfolio Groups of MLAM; Senior Vice
President of Princeton Services since 1993.
Vincent T. Lathbury, III Vice President and 54 1985
Vice President and Portfolio Manager of MLAM since 1982. Portfolio Manager
Barton A. Vogel Vice President 59 1990
Vice President of MLAM since 1990.
Donald C. Burke Vice President 35 1993
Vice President and Director of Taxation of MLAM since 1990; Employee
of Deloitte & Touche from 1982 to 1990.
6
<PAGE>
Gerald M. Richard Treasurer 46 1985
Senior Vice President and Treasurer of MLAM and FAM since 1984;
Senior Vice President and Treasurer of Princeton Services since
1993; Vice President of MLFD since 1981 and Treasurer since 1984.
Mark B. Goldfus Secretary 48 1985
</TABLE>
Vice President of MLAM and FAM since 1985.
Stock Ownership. At July 14, 1995, the Directors and officers of the Company
as a group (13 persons) owned an aggregate of less than 1/4 of 1% of either
the Capital Shares or the Income Shares outstanding at such date. At such
date, Messrs. Zeikel and Glenn, Directors and officers of the Company, and
the other officers of the Company owned an aggregate of less than 1/4 of 1%
of the outstanding shares of common stock of ML&Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Company, including a majority of the Directors
who are not interested persons of the Company, has selected the firm of
Deloitte & Touche llp ("D&T"), independent auditors, to examine the financial
statements of the Company for the current fiscal year. The Company knows of
no direct or indirect financial interest of D&T in the Company. Such
appointment is subject to ratification or rejection by the stockholders of
the Company. Unless a contrary specification is made, the accompanying proxy
will be voted in favor of ratifying the selection of such auditors.
D&T also acts as independent auditors for ML&Co. and all of its subsidiaries
and for most other investment companies for which FAM or MLAM acts as
investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it
from the Company. The Board of Directors of the Company considered the fact
that D&T has been retained as the independent auditors for ML&Co. and the
other entities described above in its evaluation of the independence of D&T
with respect to the Company.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the
Company. The Company will reimburse banks, brokers and others for their
reasonable expenses in forwarding proxy solicitation material to the
beneficial owners of the shares of the Company. The Company also may hire
proxy solicitors at the expense of the Company.
In order to obtain the necessary quorum (i.e., a majority of the shares of
each class of the Company's securities entitled to vote at the Meeting,
present in person or by proxy) at the Meeting, supplementary solicitation may
be made by mail, telephone, telegraph or personal interview by officers of
the Company. It is anticipated that the cost of such supplementary
solicitation, if any, will be nominal.
All shares represented by properly executed proxies, unless such proxies
have previously been revoked, will be voted at the Meeting in accordance with
the directions on the proxies; if no direction is indicated, the shares will
be voted "FOR" the Director nominees and "FOR" the ratification of D&T as
independent auditors.
7
<PAGE>
The seven Directors are to be elected by class vote, three Directors being
elected by the holders of Income Shares and Capital Shares, voting together
as a single class, two Directors being elected by the holders of Income
Shares and two Directors being elected by the holders of Capital Shares, each
voting separately as a class (Item 1). At a meeting at which a quorum is duly
constituted, (i) the affirmative vote of a majority of the votes cast by the
holders of Income Shares and Capital Shares, voting together as a single
class in person or by proxy, is required for the election of the three
Directors designated to be elected by the holders of Income Shares and
Capital Shares; (ii) the affirmative vote of a majority of the votes cast by
the holders of Income Shares and Capital Shares, in each case voting
separately as a single class in person or by proxy, is required for the
election of the two persons designated as Directors to be elected by the
holders of Income Shares and the two persons designated as Directors to be
elected by the holders of Capital Shares, respectively; and (iii) the
affirmative vote of the holders of a majority of the votes cast by the
holders of Income Shares and Capital Shares, voting together as a single
class in person or by proxy, is required to ratify the selection of the
Company's independent auditors (Item 2).
Broker-dealer firms, including Merrill Lynch, holding Company shares in
"street name" for the benefit of their customers and clients will request the
instructions of such customers and clients on how to vote their shares on
each Item before the Meeting. The Company understands that, under the rules
of the New York Stock Exchange, such broker-dealer firms may, without
instructions from their customers and clients, grant authority to the proxies
designated to vote on the election of Directors (Item 1) and ratification of
the selection of independent auditors (Item 2) if no instructions have been
received prior to the date specified in the broker-dealer firm's request for
voting instructions. The Company will include shares held of record by
broker-dealers as to which such authority has been granted in its tabulation
of the total number of votes present for purposes of determining whether the
necessary quorum of stockholders exists. Proxies which are returned but which
are marked "abstain" or on which a broker-dealer has declined to vote on any
Item ("broker non- vote") will be counted as present for the purpose of a
quorum. Merrill Lynch has advised that it intends to exercise discretion over
shares held in its name for which no instructions are received by voting such
shares in the same proportion as it has voted shares for which it has
received instructions. Abstentions and broker non-votes will not be counted
as votes cast and therefore will have no effect on the vote of either Item 1
or Item 2.
Address of Investment Adviser
The principal office of MLAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
Annual Report Delivery
The Company will furnish, without charge, a copy of its annual report for
the fiscal year ended December 31, 1994 to any shareholder upon request. Such
requests should be directed to Convertible Holdings, Inc., P.O. Box 9011,
Princeton, New Jersey 08543-9011, Attention: Mark B. Goldfus, Secretary, or
to 1-800-456-4587 ext. 123.
Stockholder Proposals
If a stockholder intends to present a proposal at the 1996 Annual Meeting of
Stockholders of the Company, which is anticipated to be held in September
1996, and desires to have the proposal included in the Company's proxy
statement and form of proxy for that meeting, the stockholder must deliver
the proposal to the offices of the Company by March 25, 1996.
By Order of the Board of Directors
Mark B. Goldfus
Secretary
Dated: July 28, 1995
8
<PAGE>
EXHIBIT A
The following information with respect to the only holder which, to the
Company's knowledge, owned more than five percent of the Company's
outstanding shares of either class was derived from a Schedule 13G dated
February 3, 1995, filed with the Securities and Exchange Commission by
Bowling Portfolio Management, Inc.
<TABLE>
<CAPTION>
Number Percent
of of
Name and Address Title Shares Class
- ------------------------------------- ------ --------------- -------
<S> <C> <C> <C>
Bowling Portfolio Management, Inc. Capital 699,173 (1) 6.0%
2651 Observation Avenue
Cincinnati, OH 45208-2040
</TABLE>
(1) Bowling Portfolio Management, Inc. has sole dispositive power with
respect to these shares and as to 64,000 shares has sole voting power.
<PAGE>
CONVERTIBLE HOLDINGS, INC. - CAPITAL SHARES
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the Capital Shares of Convertible Holdings, Inc. (the "Company") held of
record by the undersigned on July 14, 1995 at the annual meeting of
stockholders of the Company to be held on September 8, 1995 or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
Please mark boxes [ ] or [X] in blue or black ink.
1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
James H. Bodurtha, Herbert I. London, Robert R. Martin, Joseph L. May,
Arthur Zeikel
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons.
Dated: , 1995
X
Signature
X
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
<PAGE>
CONVERTIBLE HOLDINGS, INC. - INCOME SHARES
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Mark B.
Goldfus as proxies, each with the power to appoint his substitute, and hereby
authorizes them to represent and to vote, as designated on the reverse hereof,
all the Income Shares of Convertible Holdings, Inc. (the "Company") held of
record by the undersigned on July 14, 1995 at the annual meeting of
stockholders of the Company to be held on September 8, 1995 or any adjournment
thereof.
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder. If no direction is made, this proxy
will be voted for Proposals 1 and 2.
(Continued and to be signed on the reverse side)
Please mark boxes [ ] or [X] in blue or black ink.
1. ELECTION OF DIRECTORS
FOR all nominees listed below
(except as marked to the contrary below) [ ]
WITHHOLD AUTHORITY
to vote for all nominees listed below [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee,
strike a line through the nominee's name in the list below.)
James H. Bodurtha, Terry K. Glenn, Herbert I. London, Joseph L. May,
Andre F. Perold
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
3. In the discretion of such proxies, upon such other business as may
properly come before the meeting or any adjournment thereof.
Please sign exactly as name appears hereon. When shares are held by joint
tenants, both should sign. When signing as attorney or as executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by president or other
authorized officer. If a partnership, please sign in partnership name by
authorized persons.
Dated: , 1995
X
Signature
X
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
