SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by 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 Sec. 240.14a-11(c) or Sec. 240.14a-12
..........CIM High Yield Securities............................................
(Name of Registrant as Specified In Its Charter)
..........Gail A. Hanson, Secretary............................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was 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:
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CIM HIGH YIELD SECURITIES
One Exchange Place
Boston, Massachusetts 02109
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 7, 1998
To the Shareholders of CIM HIGH YIELD SECURITIES:
Notice is hereby given that the Annual Meeting of Shareholders of CIM
High Yield Securities (the "Fund"), a Massachusetts business trust, will be held
at the offices of Bingham Dana LLP, 150 Federal Street, Boston, Massachusetts
02110, at 10:00 a.m., on October 7, 1998, for the following purposes:
1. To elect one (1) class of Trustees of the Fund (Proposal 1).
2. To ratify the selection of KPMG Peat Marwick LLP as independent
auditors for the Fund for the fiscal year ending December 31, 1998
(Proposal 2).
3. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Trustees has fixed the close of business on August 14,
1998 as the record date for the determination of shareholders entitled to notice
of and to vote at the meeting.
By order of the Board of Trustees,
GAIL A. HANSON
Secretary
August 24, 1998
SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE REQUESTED TO PROMPTLY
COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED ENVELOPE WHICH
NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR
THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
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Instructions for Signing Proxy Cards
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
should be indicated unless it is reflected in the form of registration. For
example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
Trust Accounts
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) John B. Smith John B. Smith, Jr., Executor
<PAGE>
CIM HIGH YIELD SECURITIES
One Exchange Place
Boston, Massachusetts 02109
ANNUAL MEETING OF SHAREHOLDERS
October 7, 1998
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Trustees of CIM High Yield Securities (the "Fund") for
use at the Annual Meeting of Shareholders of the Fund to be held at 10:00 a.m.,
on October 7, 1998, at the offices of Bingham Dana LLP, 150 Federal Street,
Boston, Massachusetts 02110 and at any adjournments thereof (collectively, the
"Meeting"). A Notice of Annual Meeting of Shareholders and a proxy card
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but such solicitations may also be made by telephone, telegraph or
personal interviews conducted by officers or employees of the Fund; INVESCO
(NY), Inc. ("INVESCO"), formerly known as Chancellor LGT Asset Management, Inc.,
the investment adviser of the Fund; and First Data Investor Services Group, Inc.
("Investor Services Group"), the administrator and transfer agent of the Fund,
or any of their affiliates. The costs of proxy solicitation and expenses
incurred in connection with the preparation of this Proxy Statement and its
enclosures will be paid by the Fund. The Fund will also reimburse brokerage
firms and others for their expenses in forwarding solicitation material to the
beneficial owners of Fund shares. The Fund's most recent annual and semi-annual
reports are available upon request, without charge, by writing to Investor
Services Group, One Exchange Place, P.O. Box 1376, Boston, Massachusetts 02109
or calling 1-800-331-1710. This Proxy Statement and the form of proxy will first
be mailed to shareholders on or about August 24, 1998.
If the enclosed proxy is properly executed and returned in time to be voted
at the Meeting, the shares represented thereby will be voted in accordance with
the instructions marked thereon. Unless instructions to the contrary are marked
thereon, a proxy will be voted FOR the election of the nominee as Trustee, FOR
the selection of auditors, and FOR any other matters deemed appropriate. Proxies
that reflect abstentions and "broker non-votes" (i.e., shares held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or nominee does not
have discretionary voting power on a particular matter) will be counted as
shares that are present and entitled to vote on the matter for purposes of
determining the presence of a quorum. With respect to the election of Trustees
and the selection of auditors, neither abstentions nor broker non-votes have any
effect on the outcome. Any shareholder who has given a proxy has the right to
revoke it at any time prior to its exercise either by attending the Meeting and
voting his or her shares in person, or by submitting a letter of revocation or a
later-dated proxy to the Fund at the above address prior to the date of the
Meeting.
1
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In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present at the Meeting but sufficient votes to approve any of
the proposals are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies. Any
such adjournment will require the affirmative vote of a majority of those shares
represented at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
FOR all the proposals to be considered at the adjourned meeting in favor of such
an adjournment, and will vote those proxies required to be voted AGAINST any
such proposal against any such adjournment. A shareholder vote may be taken on
one or more of the proposals in this Proxy Statement prior to any such
adjournment if sufficient votes have been received for approval. Under the
By-Laws of the Fund, a quorum is constituted by the presence in person or by
proxy of the holders of more than 50% of the outstanding shares of the Fund
entitled to vote at the Meeting.
The close of business on August 14, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
The Fund has one class of shares of beneficial interest, par value $.01 per
share. On the record date, August 14, 1998, there were 5,834,169 shares
outstanding (the "Shares"). Each of such Shares is entitled to one vote at the
Meeting, and fractional Shares are entitled to proportionate shares of one vote.
To the knowledge of the Board of Trustees, as of August 14, 1998, no single
shareholder or "group" (as that term is used in Section 13(d) of the Securities
Exchange Act of 1934 (the "1934 Act")) beneficially owned more than 5% of the
Fund's outstanding Shares. Information as to beneficial ownership is based on
reports filed with the Securities and Exchange Commission ("SEC") by such
holders. As of August 14, 1998, Cede & Co., a nominee partnership of Depository
Trust Company, located at 7 Hanover Square, New York, New York 10004, held
5,343,492 or 91.58% of the Fund's Shares.
As of August 14, 1998, the Trustees and officers as a group owned less than
1% of the Fund's outstanding Shares.
In order that your Shares may be represented at the Meeting, you are
requested to:
-- indicate your instructions on the proxy card;
-- date and sign the proxy card;
-- mail the proxy card promptly in the enclosed envelope which
requires no postage if mailed in the continental
United States; and
-- allow sufficient time for the proxy to be received on or before
5:00 p.m., on October 6, 1998.
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PROPOSAL 1: ELECTION OF TRUSTEE.
At the Meeting, one (1) of the four Trustees of the Fund is to be elected, to
hold office for a period of three years and until his successor is elected and
qualified. The Board of Trustees is divided into three classes. Each year the
term of office of one class will expire. The nominee is currently a Trustee of
the Fund and has indicated that he will serve, if elected, but if he should be
unable to serve, the proxy will be voted FOR any other person determined by the
persons named in the proxy in accordance with their judgment.
<TABLE>
<CAPTION>
<S> <C> <C>
Name, Age, Principal Occupation Shares of the Fund
and other Directorships* Served as a Beneficially Owned as of
During the Past Five Years Trustee Since August 14, 1998
- ---------------------------------------------------------------------------------------------------------
DR. BRUCE H. OLSON, age 62 1987 1,666.000
Trustee; Professor of Finance, Miami
University (Ohio); Trustee, Olde Custodian
Fund; Trustee, Summit Investment Trust
The following Trustees of the Fund continue to serve in such capacity until
their terms of office expire and the successors are elected and qualified:
Name, Age, Principal Occupation Shares of the Fund
and other Directorships* Served as a Beneficially Owned as of
During the Past Five Years Trustee Since August 14, 1998
- ---------------------------------------------------------------------------------------------------------
DR. DONALD RATAJCZAK, age 55 1987 9,128.881
Chairman of the Board of Trustees;
Director, Economic Forecasting Center,
Georgia State University; Professor,
Georgia State University; Director, Ruby
Tuesday, Inc.; Director, Morgan, Keegan &
Company; term expires 1999
**ROBERT G. WADE, JR., age 71 1987 2,408.544
Trustee; Consultant to INVESCO (NY), Inc.
(formerly Chancellor LGT Asset Managment, Inc.)
since November 1996; Chairman of the Board
of Chancellor Capital Management, Inc. and its
subsidiaries from January 1995 to
November 1996; President, Chief Executive
Officer and Chairman of the Board of
Chancellor Capital Management, Inc. and its
subsidiaries from 1988 to January 1995;
term expires 1999
3
<PAGE>
Name, Age, Principal Occupation Shares of the Fund
and other Directorships* Served as a Beneficially Owned as of
During the Past Five Years Trustee Since August 14, 1998
- ---------------------------------------------------------------------------------------------------------
JOHN F. NICKOLL, age 63 1987 6,198.000
Trustee; Director, Chairman, President and Chief Executive Officer of The
Foothill Group Inc., a commercial finance and asset management company; Chairman
and Chief Executive Officer of Foothill Capital Corporation; term expires 2000
- ---------------------------------------------------------------------------------------------------------------------------
* Directorships or Trusteeships of companies required to report to the SEC.
** "Interested person" of the Fund as defined in the Investment Company Act of
1940, as amended ("1940 Act") by reason of his position with INVESCO and
his position as President of the Fund.
The principal executive officers of the Fund are listed in the table below,
along with certain additional information. Each officer of the Fund will hold
such office until a successor has been elected by the Board of Trustees.
Name, Age and Principal Occupations
During the Past Five Years Office (Year First Elected)
ROBERT G. WADE, JR., age 71 President (1988)
Consultant to INVESCO (NY), Inc. (formerly
Chancellor LGT Asset Management, Inc.) since
November 1996; Chairman of the Board of
Chancellor Capital Management, Inc. and its
subsidiaries from January 1995 to November 1996;
President, Chief Executive Officer and Chairman
of the Board of Chancellor Capital Management, Inc.
and its subsidiaries from 1988 to January 1995
KEVIN ROGERS, age 53Vice President and Portfolio Manager (1998) Portfolio
Manager of INVESCO (NY), Inc. since July 1997; Analyst at Fidelity Investments
from July 1988 to June 1997
MARGARET RILEY, age 35 Treasurer (1997)
Chief Financial Officer of INVESCO (NY), Inc.
since September 1997 and various other Finance
positions from 1989 to 1997.
4
<PAGE>
GAIL A. HANSON, age 56 Secretary (1997)
Counsel, Investor Services Group (since
September 1994); prior to September 1994,
associate, Bingham Dana LLP
</TABLE>
Section 16(a) of the 1934 Act requires the Fund's officers and Trustees and
persons who beneficially own more than ten percent of the Fund's shares to file
reports of ownership with the SEC, the American Stock Exchange, Inc., and the
Fund. Based solely upon its review of the copies of such forms received by it
and written representations from certain of such persons, the Fund believes that
during its fiscal year ended December 31, 1997, all such filing requirements
applicable to such persons were complied with.
All Trustees not otherwise affiliated with the Fund or INVESCO receive $1,000
as compensation for each board meeting and each committee meeting attended and
an annual fee of $6,000, plus reimbursement for travel and out-of-pocket
expenses. The aggregate remuneration paid to Trustees by the Fund for the fiscal
year ended December 31, 1997, amounted to $34,995.53 (including reimbursement
for travel and out-of-pocket expenses). The Board of Trustees held four meetings
during the 1997 fiscal year. Each of the Trustees attended at least 75% of the
meetings. The Board of Trustees has an Audit Committee consisting of Messrs.
Nickoll, Olson and Ratajczak. The Audit Committee met once during the fiscal
year ended December 31, 1997, and all member Trustees were present at the
meeting. The Audit Committee reviews the scope and results of the Fund's annual
audit with the Fund's independent auditors and recommends the engagement of such
independent auditors. The Board of Trustees performs the functions of a
nominating committee.
The following table sets forth certain information regarding the compensation
of the Fund's Trustees for the fiscal year ended December 31, 1997. The officers
of the Fund receive no compensation from the Fund for serving in such capacity.
Compensation Table
<TABLE>
<CAPTION>
Pension or Total Compensation
Aggregate Retirement Benefits From the Fund
Name of Person Compensation Accrued as Part of Complex Paid to
and Position From the Fund Fund Expenses Trustees
<S> <C> <C> <C>
Dr. Donald Ratajczak, $ 11,000 $ 0 $ 11,000
Chairman of the Board
of Trustees
Dr. Bruce H. Olson, Trustee 11,000 0 11,000
John F. Nickoll, Trustee 11,000 0 11,000
Robert G. Wade, Jr.,
President and Trustee 0 0 0
5
</TABLE>
<PAGE>
Required Vote
Election of the listed nominee for Trustee requires the affirmative vote of
the holders of a majority of the Shares of the Fund represented at the Meeting
in person or by proxy.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
KPMG Peat Marwick LLP ("KPMG"), New York, New York, has served as independent
auditors for the Fund since its commencement of operations on November 18, 1987
and has been selected to serve in such capacity for the Fund's fiscal year
ending December 31, 1998 by at least a majority of those members of the Board of
Trustees who are not "interested persons" (as defined in the 1940 Act) of the
Fund or INVESCO. KPMG has no direct or indirect material financial interest in
the Fund or INVESCO. It is expected that representatives of KPMG will not attend
the Meeting, but will be available by telephone to respond to appropriate
questions.
Required Vote
Ratification of the selection of KPMG as independent auditors for the Fund
requires the affirmative vote of the holders of a majority of the Shares of the
Fund represented at the Meeting in person or by proxy.
ADDITIONAL INFORMATION
The Administrator
Investor Services Group, the Fund's Administrator, is a wholly-owned
subsidiary of First Data Corporation. Investor Services Group is located at One
Exchange Place, Boston, Massachusetts 02109. First Data Corporation is located
at 5660 New Northside Drive, Atlanta, Georgia 30328. Investor Services Group is
a leading provider of full service mutual fund shareholder and recordkeeping
services. In addition to its mutual fund transfer agent and recordkeeping
service, Investor Services Group provides complementary services through its own
subsidiary business units.
DATE TO SUBMIT SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Fund's 1999 Annual
Meeting must be received by the Fund on or before April 27, 1999, in order to be
considered for inclusion in the Fund's proxy statement and form of proxy
relating to that meeting.
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OTHER MATTERS TO COME BEFORE THE MEETING
No business other than the matters described above is expected to come before
the Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment or postponement of the Meeting, the
persons named on the enclosed proxy card will vote thereon according to their
best judgment in the interests of the Fund. In determining whether to adjourn
the Meeting, the following factors may be considered: the nature of the
proposals which are the subject of the Meeting, the percentage of votes actually
cast, the percentage of actual negative votes, the nature of any further
solicitation and the information to be provided to shareholders with respect to
the reasons for such solicitation.
August 24, 1998
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED STAMPED ENVELOPE.
7
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CIM HIGH YIELD SECURITIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Kevin Rogers, Margaret Riley and Gail
A. Hanson, and each of them, attorneys and proxies for the undersigned, with
full power of substitution and revocation, to represent the undersigned and to
vote on behalf of the undersigned all shares of CIM High Yield Securities which
the undersigned is entitled to vote at the Annual Meeting of Shareholders of the
Fund to be held at the offices of Bingham Dana LLP, 150 Federal Street, Boston,
Massachusetts 02110 on October 7, 1998, at 10:00 a.m., and any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting
and Proxy Statement, and hereby instructs said attorneys and proxies to vote
said shares as indicated hereon. In their discretion, the proxies are authorized
to vote upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
<PAGE>
X Please mark votes as in this example.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ELECTION OF THE ONE NOMINEE AS TRUSTEE AND FOR PROPOSAL 2.
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
1. ELECTION OF TRUSTEE:
Nominee: Dr. Bruce H. Olson ___ FOR ___ WITHHELD
2. To ratify the selection of KPMG Peat Marwick
LLP as independent auditors for the Fund. ___ FOR ___ AGAINST ___ ABSTAIN
</TABLE>
MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW ______
PLEASE SIGN, DATE, AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Note: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Signature: Date:
Signature: Date:
<PAGE>
