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:
CIM HIGH YIELD SECURITIES
101 Federal Street
Boston, Massachusetts 02110
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be held on October 6, 1999
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, 25th Floor, Boston,
Massachusetts 02110, at 10:00 a.m., on October 6, 1999, for the following
purposes:
1. To elect two (2) 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, 1999 (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 13, 1999
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 23, 1999
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.
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
CIM HIGH YIELD SECURITIES
101 Federal Street
Boston, Massachusetts 02110
- ---------------------------
ANNUAL MEETING OF SHAREHOLDERS
October 6, 1999
- ---------------------------
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 6, 1999, at the offices of Bingham Dana LLP, 150 Federal Street, 25th
Floor, 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"), 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, 101 Federal Street,
Boston, Massachusetts 02110 or calling 1-800-331-1710. This Proxy Statement and
the form of proxy will first be mailed to shareholders on or about August 23,
1999.
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 nominees as
Trustees, 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.
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 13, 1999 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 13, 1999, there were 5,878,324 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 13, 1999, 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 13, 1999, Cede & Co., a nominee partnership of Depository
Trust Company, located at 7 Hanover Square, New York, New York 10004, held
5,435,213 or 92.46% of the Fund's Shares.
As of August 13, 1999, 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 5, 1999.
PROPOSAL 1: ELECTION OF TRUSTEES.
At the Meeting, two (2) of the four Trustees of the Fund are 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 nominees are currently
Trustees of the Fund and each has indicated that he will serve, if elected, but
if either nominee 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.
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 13, 1999
DR. DONALD RATAJCZAK, age 56 1987 15,264.000
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.
**ROBERT G. WADE, JR., age 71 1987 2,629.419
Trustee; Consultant to INVESCO (NY), Inc.
from November 1996 to December 1998;
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.
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 13, 1999
JOHN F. NICKOLL, age 64 1987 6,196.00
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.
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 13, 1999
DR. BRUCE H. OLSON, age 63 1987 1,666.000
Trustee; Professor of Finance, Miami
University (Ohio); Trustee, Olde Custodian
Fund; Trustee, Summit Investment Trust;
term expires 2001.
* 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").
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, Principal Occupation
During the Past Five Years Office (Year First Elected)
DENNIS DONAHUE, age 55 President (1999)
Chief Operating Officer of INVESCO U.S.
Institutional Group (since March 1999);
Chairman of PRIMCO, a fixed income
management division of INVESCO, Inc.
(since 1996); prior to 1996, President of
PRIMCO (since 1993); prior to 1993,
Vice President of PRIMCO (since 1988).
MARGARET RILEY, age 35 Treasurer (1997)
Chief Financial Officer, INVESCO (NY),
Inc. (since September 1996);
prior to September, 1996 held
various management positions at
Chancellor Capital Management and its
successor corporations since
1989.
GAIL A. HANSON, age 57 Secretary (1997)
Counsel, Investor Services Group (since
September 1994); prior to September 1994,
associate, Bingham Dana LLP
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, 1998, 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, 1998, amounted to $40,565 (including reimbursement for travel
and out-of-pocket expenses). The Board of Trustees held four meetings during the
1998 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, 1998, 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, 1998.
The officers of the Fund receive no compensation from the Fund for serving in
such capacity.
Compensation Table
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
Dr. Donald Ratajczak, $12,000 $ 0 $12,000
Chairman of the Board
of Trustees
Dr. Bruce H. Olson, $12,000 $ 0 $12,000
Trustee
John F. Nickoll, Trustee $12,000 $ 0 $12,000
Robert G. Wade, Jr.,
President and Trustee $ 0 $ 0 $ 0
Required Vote
Election of the listed nominees for Trustees 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, 1999 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 101
Federal Street, Boston, Massachusetts 02110. 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 complimentary services through its own
subsidiary business units.
DATE TO SUBMIT SHAREHOLDER PROPOSALS
A shareholder proposal intended to be presented at the Fund's 2000
Annual Meeting must be received by the Fund on or before April 25, 2000, in
order to be considered for inclusion in the Fund's proxy statement and form of
proxy relating to that meeting.
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 23, 1999
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.
CIM HIGH YIELD SECURITIES
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned hereby appoints 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, 25th Floor, Boston,
Massachusetts 02110 on October 6, 1999, 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
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 TWO NOMINEES AS TRUSTEES AND FOR PROPOSAL 2.
1. ELECTION OF TRUSTEES:
Nominees:
Dr. Donald Ratajczak ___ FOR ___ WITHHELD
Robert G. Wade, Jr. ___ FOR ___ WITHHELD
2. To ratify the selection of KPMG Peat Marwick LLP
as independent auditors for the Fund. ___ FOR ___ AGAINST ___ ABSTAIN
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:
