<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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
[_] 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 (S) 240.14a-11(c) or (S) 240.14a-12
TCW CONVERTIBLE SECURITIES FUND, INC.
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(Name of Registrant as Specified In Its Charter)
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(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:
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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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[_] 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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Notes:
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[LOGO OF TCW APPEARS HERE]
TCW CONVERTIBLE SECURITIES FUND, INC.
865 South Figueroa Street
Los Angeles, California 90017
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on Wednesday, July 19, 2000
Notice is hereby given that the annual meeting of shareholders of TCW
Convertible Securities Fund, Inc. (the "Fund") will be held at The Wilshire
Grand Hotel & Centre, 930 Wilshire Boulevard, Los Angeles, California 90017,
at 1:30 P.M., Pacific Daylight Time, to consider and vote on the following
matters:
1. Election of eight directors to hold office until the next annual
election of directors;
2. Ratification of the selection of Deloitte & Touche, LLP as independent
auditors for the Fund; and
3. Such other matters as may properly come before the meeting or any
adjournment or adjournments thereof.
May 26, 2000, has been fixed as the record date for the determination of
shareholders entitled to notice of, and to vote at, the meeting, and only
holders of Common Stock of record at the close of business on that date will
be entitled to vote.
By Order of the Board of Directors
PHILIP K. HOLL
Secretary
June 5, 2000
It is requested that you promptly execute the enclosed proxy and return it
in the enclosed envelope thus enabling the Fund to avoid unnecessary expense
and delay. No postage is required if mailed in the United States. The proxy
is revocable and will not affect your right to vote in person if you attend
the meeting.
<PAGE>
TCW CONVERTIBLE SECURITIES FUND, INC.
865 South Figueroa Street
Los Angeles, California 90017
PROXY STATEMENT
The accompanying proxy is solicited by the Board of Directors of TCW
Convertible Securities Fund, Inc. (the "Fund") in connection with the annual
meeting of shareholders to be held on Wednesday, July 19, 2000 at 1:30 P.M.,
Pacific Daylight Time. Any shareholder executing a proxy has the power to
revoke it prior to its exercise by submission of a later proxy, by voting in
person, or by letter to the Secretary of the Fund. Unless the proxy is
revoked, the shares represented thereby will be voted in accordance with
specifications thereon. Proxy solicitation will be principally by mail but may
also be by telephone or personal interview conducted by officers and regular
employees of TCW Investment Management Company, the Fund's investment adviser
(the "Adviser") or The Bank of New York, the Fund's transfer agent. The cost
of solicitation of proxies will be borne by the Fund, which will reimburse
banks, brokerage firms, nominees, fiduciaries and other custodians for
reasonable expenses incurred by them in sending the proxy material to
beneficial owners of shares of the Fund. This Proxy Statement was first mailed
to shareholders on or about June 9, 2000.
The Fund's Common Stock is the only class of outstanding voting securities
of the Fund. The record date for determining shareholders entitled to notice
of, and to vote at, the meeting has been fixed at the close of business on May
26, 2000, and each shareholder of record at that time is entitled to cast one
vote for each share of Common Stock registered in his or her name. At May 26,
2000, 42,196,924 shares of Common Stock were outstanding and entitled to be
voted. The Fund's Common Stock does not have cumulative voting rights. At
May 26, 2000, as far as known to the Fund, no person owned beneficially more
than 5% of the outstanding Common Stock of the Fund.
1. ELECTION OF THE BOARD OF DIRECTORS
At the meeting, eight directors are to be elected to serve until the next
annual meeting of shareholders or until their successors are duly elected and
qualified. Unless otherwise instructed, the proxy holders intend to vote
proxies received by them for the eight nominees named below. The following
schedule sets forth certain information regarding each nominee for election as
director.
<TABLE>
<CAPTION>
Principal Occupation
During Past Five Years Shares
Name and Position and Directorship of Director Beneficially
with the Fund Public Companies Age Since Owned(1)
----------------- ---------------------- --- -------- ------------
<C> <S> <C> <C> <C>
Ernest O. Ellison* Vice Chairman of the Board, 69 1987 37,279
President and Director The TCW Group, Inc.;Vice
Chairman of the Board and
Chairman, Investment Policy
Committee, Trust Company of
the West; and Chairman,
Investment Policy Committee
of the Adviser and TCW
Asset Management Company.
</TABLE>
2
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<TABLE>
<CAPTION>
Principal Occupation
During Past Five Years Shares
Name and Position and Directorship of Director Beneficially
with the Fund Public Companies Age Since Owned(1)
----------------- ---------------------- --- -------- ------------
<C> <S> <C> <C> <C>
John C. Argue Former Senior Partner and of 68 1997 1,500
Director Counsel, Argue Pearson
Harbison & Myers; director,
Apex Mortgage Capital, Inc.,
Avery Dennison Corporation,
Nationwide Health Properties,
Inc. and TCW Galileo Funds,
Inc. He is Chairman of the
Rose Hills Foundation, the
Amateur Athletic Foundation
and the University of
Southern California Board of
Trustees.
Norman Barker, Jr. Former Chairman of the Board, 77 1987 3,225
Director(2) First Interstate Bank of
California and Vice Chairman
of the Board, First
Interstate Bancorp; director,
ICN Pharmaceuticals, Inc.,
TCW Galileo Funds, Inc., and
Bank Plus Corp.
Richard W. Call Former President, The Seaver 75 1987 12,243
Director(2) Institute (a private
foundation); director, TCW
Galileo Funds, Inc. and The
Seaver Institute. Mr. Call is
currently involved in
investment in emerging market
countries.
Coleman W. Morton Private investor; formerly 80 1987 226,000
Director Member of the Advisory Board
and President and director,
The Investment Company of
America.
Charles A. Parker Former director and Executive 65 1988 2,073
Director Vice President, The
Continental Corporation;
Former Chairman and Chief
Executive Officer,
Continental Asset Management
Corporation; director, Horace
Mann Educators Corp.,
trustee, the Burridge Center
for Research in Security
Prices (University of
Colorado).
Lawrence J. Sheehan* Of Counsel to, and Partner 67 1987 8,000
Director (1968 to 1994) of, the law
firm of O'Melveny & Myers,
legal counsel to the Fund and
the Adviser; director, Source
Capital, Inc., FPA Capital
Fund, Inc., FPA New Income
Fund, Inc. and FPA Perennial
Fund, Inc.
Robert G. Sims* Private Investor; director, 69 1991 3,600
Director(2) The TCW Group, Inc.
</TABLE>
--------
* Directors who are or may be deemed to be "interested persons" to the Fund as
defined in the Investment Company Act of 1940, as amended (the "Act"). Mr.
Ellison is an officer of the Fund and a shareholder and director of The TCW
Group, Inc., the parent corporation of the Adviser. Mr. Sims is a director
of the Fund and is a shareholder of and has served as a director of the
parent corporation to the Adviser during the past two years. Mr. Sheehan is
Of Counsel to, and a former partner of, legal counsel to the Fund and the
Adviser.
(1) Direct voting and investment power as of April 28, 2000, except as
otherwise noted in this footnote. Shares held by Mr. Ellison include 12,000
shares for which he holds voting and investment power as a custodian for a
minor and trustee of a charitable trust. Shares held by Mr. Morton
represent 226,000 shares for which
3
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he holds voting and investment power as trustee of four trusts of which he
is also beneficiary. All officers and directors of the Fund as a group
owned, as of April 28, 2000, beneficially less than 1% of the outstanding
shares of its Common Stock. The column in the above table also does not
include approximately 192,989 shares of Common Stock which are owned by the
Adviser and its affiliates.
(2) Member of the Audit Committee of the Board of Directors.
All nominees have consented to being named in this Proxy Statement and have
indicated their intention to serve if elected. Should any nominee for director
withdraw or otherwise become unavailable for reasons not presently known, it
is intended that the proxy holders will vote for the election of such other
person or persons as the Board of Directors may designate.
The Board of Directors has not designated a nominating committee of the
Board. The Board of Directors has designated the members identified by
footnote (2) to the preceding table as the Audit Committee of the Board. The
Audit Committee makes recommendations to the Board of Directors concerning the
selection of the Fund's independent auditors and reviews with such auditors
the results of the annual audit, including the scope of auditing procedures,
the adequacy of internal controls, and compliance by the Fund with the
accounting, recording and financial reporting requirements of the Act. The
Audit Committee also reviews compliance with the Fund's Code of Ethics by the
executive officers, Directors and investment personnel of the Adviser.
Mr. Sims, who is considered an "interested person" of the Fund under the Act
by reason of being a director of the parent of the Adviser has been determined
by the Board of Directors to be independent from management and the Fund. The
Fund's Board of Directors determined that this relationship will not interfere
with Mr. Sims' exercise of business judgment. Among the factors considered by
the Board of Directors were the remoteness of the affiliation, Mr. Sims'
previous Audit Committee experience and his financial literacy. The Audit
Committee held three meeting during the last fiscal year.
During 1999, the Board of Directors held five meetings. Each nominee then in
office attended more than 75% of the aggregate of (1) the total number of
meetings of the Board of Directors and (2) if a member of the Audit Committee,
the total number of meetings held by such Committee.
The Fund pays each Independent Director an annual fee of $7,500 plus a per
meeting fee of $750 for meetings of the Board of Directors or Committees of
the Board of Directors attended by the Director. The Fund also reimburses such
Directors for travel and other out-of-pocket expenses incurred by them in
connection with attending such meetings. Directors and officers of the Fund
who are employed by the Adviser or an affiliated company thereof receive no
compensation nor expense reimbursement from the Fund.
The following table illustrates the compensation paid to the Fund's
independent directors (the "Independent Directors") by the Fund for the fiscal
year ended December 31, 1999.
<TABLE>
<CAPTION>
Aggregate Compensation
Name of Independent Director From the Fund
---------------------------- ----------------------
<S> <C>
John C. Argue....................................... $11,250
Norman Barker, Jr. ................................. 12,750
Richard W. Call..................................... 12,750
Coleman W. Morton................................... 11,250
Charles A. Parker................................... 11,250
</TABLE>
4
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The following table illustrates the compensation paid to Fund's Independent
Directors for the calendar year ended December 31, 1999 by the TCW Galileo
Funds, Inc. in the case of Messrs. Argue, Barker and Call, as well as from the
Fund. The TCW Galileo Funds, Inc. is included solely because the Fund's
Adviser, TCW Investment Management Company, also serves as its investment
adviser.
<TABLE>
<CAPTION>
Total Cash
Compensation
from the TCW
For Service as Galileo
Director and Committee Funds, Inc.
Name of Independent Director Member of the Fund and the Fund
---------------------------- ---------------------- ------------
<S> <C> <C>
John C. Argue............................ $11,250 $51,750
Norman Barker, Jr........................ 12,750 53,250
Richard W. Call.......................... 12,750 53,250
</TABLE>
The following information relates to the executive officers of the Fund who
are not directors of the Fund. The business address of each is 865 South
Figueroa Street, Los Angeles, California 90017. Several of such officers own
common stock of The TCW Group, Inc., the parent corporation of the Adviser.
<TABLE>
<CAPTION>
Name and Position Principal Occupation Officer
with the Fund During Past Five Years Age Since
----------------- ---------------------- --- -------
<C> <S> <C> <C>
Alvin R. Albe, Jr. Executive Vice President and director, 46 1998
Senior Vice President Trust Company of the West and TCW
Asset Management Company; President
and director, the Adviser and TCW
Galileo Funds, Inc.; Executive Vice
President, The TCW Group, Inc.
Kevin Hunter Managing Director, Trust Company of 41 1992
Senior Vice President the West, TCW Asset Management
Company, and the Adviser.
Thomas E. Larkin, Jr. Vice Chairman, The TCW Group, Inc., 60 1989
Senior Vice President Trust Company of West, TCW Asset
Management Company and the Adviser;
Vice Chairman of TCW Galileo Funds,
Inc.
Hilary G. D. Lord Managing Director, Chief Compliance 43 1988
Senior Vice President and Officer and Assistant Secretary, Trust
Assistant Secretary Company of the West, TCW Asset
Management Company, and the Adviser;
Assistant Secretary, TCW Galileo
Funds, Inc.
Thomas D. Lyon Managing Director, Trust Company of 41 1998
Senior Vice President the West, TCW Asset Management Company
and the Adviser. Prior to joining TCW
in 1997, Mr. Lyon was a Vice President
and a Portfolio Manager with
Transamerica Investment Services.
Michael E. Cahill Managing Director, General Counsel and 49 1992
General Counsel and Secretary, Trust Company of the West,
Assistant Secretary TCW Asset Management Company, the
Adviser and The TCW Group, Inc. Mr.
Cahill is also Secretary of Apex
Mortgage Capital, Inc.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Name and Position Principal Occupation Officer
with the Fund During Past Five Years Age Since
----------------- ---------------------- --- -------
<C> <S> <C> <C>
Philip K. Holl Senior Vice President, Associate General 50 1994
Secretary Counsel and Assistant Secretary, Trust Company
of the West, TCW Asset Management Company and
the Adviser; Secretary, TCW Galileo Funds,
Inc.; Assistant Secretary, Apex Mortgage
Capital, Inc.
Peter C. DiBona Senior Vice President, Trust Company of the 41 1998
West, TCW Asset Management Company and the
Adviser; Treasurer, TCW Galileo Funds, Inc.
</TABLE>
2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
Shareholders are requested to ratify the selection by the Board of Directors
(including a majority of directors who are not interested persons of the Fund
as that term is defined in the Act) of the firm of Deloitte & Touche LLP
("Deloitte") as independent auditors for the Fund for the fiscal year ending
December 31, 2000. The engagement of such independent auditors is conditioned
upon the right of the Fund, by vote of a majority of its outstanding voting
securities, to terminate such employment forthwith without any penalty.
Representatives of Deloitte are expected to be present at the meeting, with
the opportunity to make a statement if they desire to do so, and such
representatives are expected to be available to respond to any appropriate
questions from shareholders.
Voting Requirements
For purposes of this Annual Meeting of Shareholders, a quorum is present to
transact business if the holders of a majority of the outstanding shares of
the Fund entitled to vote at the meeting are present in person or by proxy.
The shares represented by a proxy that is properly executed and returned will
be considered to be present at the meeting even if the proxy is accompanied by
instructions to withhold authority ("non-votes") or is marked with an
abstention. Assuming a quorum is present, the following rules will apply to
each item contained in this Proxy Statement:
(a) Item 1--Election of Directors. The affirmative votes of a plurality of
the votes cast at the meeting are required to elect each of the
directors.
(b) Item 2--Selection of Auditors. The approval of a majority of the votes
cast at the meeting is required for the ratification of the selection
of independent auditors.
Based on the Fund's interpretation of Maryland law, it is the policy of the
Fund that abstentions do not constitute a vote "for" or "against" a matter and
will be disregarded in determining the "votes cast" on an issue. Broker non-
votes (i.e., proxies from brokers or nominees indicating that such persons
have not received instructions from the beneficial owner or other person
entitled to vote shares on a particular matter with respect to which the
brokers or nominees do not have discretionary power) will be treated the same
as abstentions.
Other Information
<TABLE>
<C> <S>
Investment Adviser: TCW Investment Management Company, 865 South Figueroa
Street, Los Angeles, California 90017.
Administrator: Investors Bank & Trust Company, 200 Clarendon Street,
Boston, Massachusetts 02116.
</TABLE>
6
<PAGE>
3. OTHER MATTERS
The proxy holders have no present intention of bringing before the meeting
for action any matters other than those specifically referred to in the
foregoing, and in connection with or for the purpose of effecting the same,
nor has the management of the Fund any such intention. Neither the proxy
holders nor the management of the Fund is aware of any matters which may be
presented by others. If any other business shall properly come before the
meeting, the proxy holders intend to vote thereon in accordance with their
best judgment.
Shareholder Proposals
The date by which any shareholder proposal intended to be presented at the
next annual meeting must be received by the Company for inclusion in the
Fund's proxy statement and form of proxy relating to that meeting is February
28, 2001.
Adjournment
In the event that sufficient votes in favor of the proposals set forth in
this Notice of Meeting and Proxy Statement are not received by the time
scheduled for the meeting, the persons named as proxies may move one or more
adjournments of the meeting for a period or periods of not more than 30 days
in the aggregate to permit further solicitation of proxies with respect to any
such proposals. Any such adjournment will require the affirmative vote of a
majority of the shares present at the meeting. The persons named as proxies
will vote in favor of such adjournment those shares which they are entitled to
vote which have voted in favor of such proposals. They will vote against any
such adjournment those proxies which have voted against any of such proposals.
By Order of the Board of Directors
PHILIP K. HOLL
Secretary
June 5, 2000
Please complete, date and sign the enclosed proxy and return it promptly in
the enclosed reply envelope. NO POSTAGE IS REQUIRED if mailed in the United
States.
A copy of the Fund's Annual Report for the year ended December 31, 1999 is
available without charge upon request by writing the Fund at 865 South
Figueroa Street, Los Angeles, California 90017 or telephoning it at 1-877-
829-4768.
7
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TCW Convertible Securities Fund, Inc.
P R O X Y
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS for use at an Annual
Meeting of Shareholders to be held at The Wilshire Grand Hotel, 930 Wilshire
Boulevard, Los Angeles, California 90017, on Wednesday, July 19, 2000, at 1:30
P.M., Pacific Daylight Time.
The undersigned hereby appoints Alvin R. Albe, Jr., Ernest O. Ellison and
Philip K. Holl and each of them, with full power of substitution, as proxies of
the undersigned to vote at the above-stated Annual Meeting, and at all
adjournments thereof, all shares of common stock of TCW Convertible Securities
Fund, Inc. held of record by the undersigned on the record date for the meeting,
upon the following matters and upon any other matter which may come before the
meeting, in their discretion.
Every properly signed proxy will be voted in the manner specified thereon
and, in the absence of specification, will be treated as GRANTING authority to
vote FOR the election of the directors named in the Proposal 1 and FOR Proposal
2.
(Continued and to be signed and dated on the other side.)
TCW CONVERTIBLE SECURITIES FUND, INC.
P.O. BOX 11459
NEW YORK, N.Y. 10203-0459
<PAGE>
-------------------
-------------------
<TABLE>
<S> <C> <C> <C>
(1) Election of Directors FOR all nominees WITHHOLD AUTHORITY to vote *EXCEPTIONS
listed below [X] for all nominees listed below [X] [X]
</TABLE>
Nominees: Ernest O. Ellison, John C. Argue, Norman Barker, Jr., Richard W. Call,
Coleman W. Morton, Charles A. Parker, Lawrence J. Sheehan, Robert G. Sims
(Instructions: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided below.)
*Exceptions
_____________________________________________________________________
(2) Proposal to ratify the selection of Deloitte & Touche LLP
as the Fund's Independent auditors.
FOR [X] AGAINST [X] ABSTAIN [X]
(3) In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
Change of Address and/or Comments
Mark Here
[X]
Receipt of Notice of Annual Meeting and Proxy Statement is hereby
acknowledged. Important: Joint owners must EACH sign. When signing as
attorney, trustee, executor, administrator guardian or corporate officer,
please give your full title.
Dated ___________________________, 2000
______________________________________________
Sign here exactly as name(s) appear(s) on left
_______________________________________
Votes must be indicated
(X) in Black or Blue ink. [X]
Sign, Date and Return this Proxy Card Promptly Using the Enclosed Envelope.
