<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 14a-11(c) or 14a-12
The Gabelli Convertible Securities Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $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 (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:
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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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<PAGE> 2
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
One Corporate Center
Rye, New York 10580-1434
(914) 921-5070
--------------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on May 13, 1996
--------------------------------
To the Shareholders of
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
Notice is hereby given that the Annual Meeting of Shareholders of The
Gabelli Convertible Securities Fund, Inc. (the "Fund") will be held at the Cole
Auditorium, Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830, on Monday, May 13, 1996, at 12:30 p.m., for the following
purposes:
1. To elect nine Directors of the Fund (PROPOSAL 1);
2. To ratify the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the year ending December 31, 1996 (PROPOSAL
2); and
3. To consider and vote upon such other matters as may come before said
Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 15, 1996, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY 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.
By Order of the Directors
JAMES E. MCKEE
Secretary
, 1996
<PAGE> 3
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 individuals signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
-------------------------------------------------- -----------------------------------
<S> <C>
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 Doe
CUSTODIAN 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
</TABLE>
<PAGE> 4
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
---------------------
ANNUAL MEETING OF SHAREHOLDERS
May 13, 1996
---------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Directors of The Gabelli Convertible Securities Fund, Inc. (the
"Fund") for use at the Annual Meeting of Shareholders of the Fund to be held on
May 13, 1996, at 12:30 p.m., at the Cole Auditorium, Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut, and at any adjournments thereof
(the "Meeting"). A Notice of Meeting of Shareholders and a proxy card accompany
this Proxy Statement.
In addition to the solicitation of Proxies by mail, officers of the Fund
and officers and regular employees of Gabelli Funds, Inc. and Furman Selz LLC,
the Fund's investment adviser (the "Adviser") and administrator (the
"Administrator"), respectively, affiliates of the Adviser and Administrator and
other representatives of the Fund also may solicit proxies by telephone,
telegraph or in person. In addition, the Fund has retained Georgeson and
Company, Inc. to assist in the solicitation of Proxies for a fee estimated at
$3,500 plus reimbursement of expenses. The costs of solicitation and the
expenses incurred in connection with preparing the Proxy Statement and its
enclosures will be paid by the Fund. The Fund will reimburse brokerage firms and
others for their expenses in forwarding solicitation materials to the beneficial
owners of shares. The Fund's most recent annual report is available upon
request, without charge, by writing the Fund at One Corporate Center, Rye, New
York, 10580-1434 or calling the Fund at (800) 422-3554.
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, the proxy will be voted FOR the election of the nominees as Directors,
FOR the other matters listed in the accompanying Notice of Annual Meeting of
Shareholders and FOR any other matters deemed appropriate. 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 a quorum is present at the Meeting but sufficient votes to
approve any of the proposed items are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. Any such adjournment will
require the affirmative vote of a majority of those shares present 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 any such
proposal in favor of such an adjournment and will vote those proxies required to
be voted for rejection of any such item against any such adjournment.
The close of business on March 15, 1996 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.
Each shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the record
date there were 8,092,945 shares of the Fund outstanding.
To the knowledge of the management of the Fund, no person owns of record or
beneficially 5% or more of the shares of the Fund except that, as of March 15,
1996, Gabelli Funds, Inc., GAMCO Investors, Inc., Gabelli & Company, Inc. and
Mario J. Gabelli beneficially own, in the aggregate, including shares as to
which such persons have or share the power to vote or dispose, approximately
% of the outstanding shares of the Fund.
This Proxy Statement is first being mailed to shareholders on or about
March 22, 1996.
<PAGE> 5
PROPOSAL 1: TO ELECT NINE DIRECTORS OF THE FUND
The first proposal to be submitted at the meeting will be the election of
nine (9) Directors of the Fund, to hold office for a term not to exceed three
years, as set forth below, and until his successor is elected and qualified. In
order to be elected pursuant to Proposal 1, the nominees will need the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy.
The Board is divided into three classes. Each year the term of office of
one class will expire and the successor or successors elected to such class will
serve for a three-year term. The classes of directors are as indicated below:
Class I Directors (one-year term expiring in 1997):
Dugald A. Fletcher Anthony R. Pustorino E. Val Cerutti
Class II Directors (two-year term expiring in 1998):
Fleix J. Christiana Mario J. Gabelli, CFA Karl Otto Pohl
Class III Directors (three-year term expiring in 1999):
Anthony J. Colavita Anthonie C. van Ekris Salvatore J. Zizza
Unless authority is withheld, it is the intention of the persons named in
the proxy to vote the proxy FOR the election of the nominees named below. Each
nominee has indicated that he will serve if elected, but if any 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. Each of the
Directors of the Fund has served in such capacity since the April 1991
organizational meeting of the Fund.
CLASS I
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES OF CAPITAL STOCK
POSITION WITH THE FUND, BENEFICIALLY OWNED**
BUSINESS EXPERIENCE DURING PAST FIVE DIRECTLY OR INDIRECTLY
NAME AND BUSINESS YEARS, ON
ADDRESS AGE AND DATE TERM EXPIRES MARCH 15, 1996
- ------------------------ ------------------------------------------ ------------------------
<S> <C> <C>
*DUGALD A. FLETCHER Director of the Fund. President, Fletcher 9,067 Shares***
One Corporate Center & Company, Inc.; Director (since 1989) and
Rye, NY 10580-1434 Chairman (since February 1991) of Binnings
Building Products, Inc.; Member of
Advisory Board, Gabelli & Rosenthal, LP.
Mr. Fletcher is 67 years old. (1997) (2)
ANTHONY R. PUSTORINO Director of the Fund. Certified Public 3,284 Shares***
One Corporate Center Accountant. Professor of Accounting, Pace
Rye, NY 10580-1434 University, since 1965. Mr. Pustorino is
70 years old. (1997)
(1)(2)(3)(4)(5)(7)(10)(11)(13)
E. VAL CERUTTI Director of the Fund. Chief Executive 2,443 Shares***
One Corporate Center Officer of Cerutti Consultants, Inc.;
Rye, NY 10580-1434 Former President and Chief Operating
Officer of Stella D'oro Biscuit Company
(through 1992); Adviser, Iona College
School of Business; Director of Lynch
Corporation. Mr. Cerutti is 57 years old.
(1997) (9)
</TABLE>
2
<PAGE> 6
The following Directors of the Fund will continue to serve in such capacity
until their terms of office expire and their successors are elected and
qualified.
CLASS II
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES OF CAPITAL STOCK
POSITION WITH THE FUND, BENEFICIALLY OWNED**
BUSINESS EXPERIENCE DURING PAST FIVE DIRECTLY OR INDIRECTLY
NAME AND BUSINESS YEARS, ON
ADDRESS AGE AND DATE TERM EXPIRES MARCH 15, 1996
- ------------------------ ------------------------------------------ ------------------------
<S> <C> <C>
*MARIO J. GABELLI, CFA Chairman of the Board and President of the 86,348 Shares***
One Corporate Center Fund; Chairman of the Board, Chief
Rye, NY 10580-1434 Executive Officer and Chief Investment
Officer of Gabelli Funds, Inc.; Chief
Investment Officer of GAMCO Investors,
Inc., Chairman of the Board and Chief
Executive Officer of Lynch Corporation;
Director of The Morgan Group, Inc. and
Spinnaker Industries, Inc. Mr. Gabelli is
53 years old. (1998) (1)(2)(3)
(4)(5)(6)(7)(8)(9)(10)(11)(12)
FELIX J. CHRISTIANA Director of the Fund. Retired; formerly 11,000 Shares***
One Corporate Center Senior Vice President of Dollar Dry Dock
Rye, NY 10580-1434 Savings Bank. Mr. Christiana is 70 years
old. (1998) (1)(2)(3)(4)(5)(8)(10)
*KARL OTTO POHL Director of the Fund. Partner of Sal 0 Shares
One Corporate Center Oppenheim Jr. & Cie (private investment
Rye, NY 10580-1434 bank); Former President of the Deutsche
Bundesbank and Chairman of its Central
Bank Council from 1980 through 1991;
Currently Board Member of IBM World Trade
Europe/Middle East/Africa Corp.;
Bertelsmann AG, Zurich Versicherungs-
Gesellschaft (insurance); the
International Advisory Board for JP Morgan
& Co.; Supervisory Board Member of Royal
Dutch (petroleum company) ROBECo/o Group;
Advisory Director of Unilever N.V. and
Unilever Deutschland; German Governor,
International Monetary Fund from 1980
through 1991; and Board Member, Bank for
International Settlements from 1980
through 1991. Mr. Pohl is 66 years old.
(1998)
(1)(2)(3)(4)(5)(6)(7)(9)(10)(11)(12)
</TABLE>
3
<PAGE> 7
CLASS III
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES OF CAPITAL STOCK
POSITION WITH THE FUND, BENEFICIALLY OWNED**
BUSINESS EXPERIENCE DURING PAST FIVE DIRECTLY OR INDIRECTLY
NAME AND BUSINESS YEARS, ON
ADDRESS AGE AND DATE TERM EXPIRES MARCH 15, 1996
- ------------------------ ------------------------------------------ ------------------------
<S> <C> <C>
ANTHONY J. COLAVITA Director of the Fund. President and 20,788 Shares***
One Corporate Center Attorney at Law in the law firm of Anthony
Rye, NY 10580-1434 J. Colavita, P.C. Mr. Colavita is 61 years
old. (1999) (1)
(2)(3)(5)(6)(7)(8)(9)(11)(12)(14)
ANTHONIE C. VAN EKRIS Director of the Fund. Managing Director of 10,539 Shares***
One Corporate Center Balmac International, Ltd. Director of
Rye, NY 10580-1434 Spinnaker Industries, Inc.; Director of
Stahel Hardmeyer A.Z. (through present).
Mr. Van Ekris is 62 years old. (1999)
(1)(2)(5)(6)(8) (9)(11)(12)(14)
SALVATORE J. ZIZZA Director of the Fund. President and Chief 7,621 Shares***
One Corporate Center Executive Officer of The Lehigh Group Inc.
Rye, NY 10580-1434 (an electrical supply wholesaler). Mr.
Zizza is 50 years old. (1999)
(1)(2)(4)(10)
Directors and Officers
as a Group ( %)
</TABLE>
- ------------
* "Interested person" of the Fund, as defined in the Investment Company Act of
1940, as amended (the "1940 Act"). Mr. Gabelli is an "interested person" as a
result of his employment as an officer of the Fund and the Adviser. Mr. Gabelli
is a registered representative of an affiliated broker-dealer. Mr. Pohl receives
fees from Gabelli Funds, Inc. but has no obligation to provide any services to
it. Although this relationship does not appear to require designation of Mr.
Pohl as an "interested person," the Fund has made such designation in order to
avoid the possibility that Mr. Pohl's independence would be questioned. Mr.
Fletcher may be an "interested person" as a result of his association with
Binnings Building Products, Inc., an entity controlled by Gabelli & Rosenthal
Partners, L.P. an affiliate of the Adviser.
** For this purpose "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
information as to beneficial ownership is based upon information furnished to
the Fund by the Directors.
*** Less than 1%.
(1) Trustee of The Gabelli Asset Fund.
(2) Trustee of The Gabelli Growth Fund.
(3) Director of The Gabelli Value Fund Inc.
(4) Director of The Gabelli Equity Trust Inc.
(5) Director of Gabelli Equity Series Funds, Inc.
(6) Trustee of The Gabelli Money Market Funds.
(7) Director of Gabelli Investor Funds, Inc.
The Fund pays each Director not affiliated with the the Adviser or its
affiliates, a fee of $3,000 per year plus $500 per meeting attended in person,
together with the Director's actual out-of-pocket expenses relating to
attendance at meetings. The aggregate remuneration paid by the Fund to such
Directors during the fiscal year ended December 31, 1995, amounted to $40,000.
(8) Director of Gabelli Global Series Funds, Inc.
(9) Director of Gabelli Gold Fund, Inc.
(10) Director of Gabelli Global Multimedia Trust Inc.
(11) Director of The Gabelli Capital Series Funds, Inc.
(12) Director of Gabelli International Growth Fund, Inc.
(13) Trustee of The Treasures Fund
(14) Trustee of the Westwood Funds
4
<PAGE> 8
During the year ended December 31, 1995, the Directors of the Fund met five
times, one of which was a special meeting of Directors. Each Director then
serving in such capacity attended at least 75% of the meetings of Directors and
of any Committee of which he is a member. Felix J. Christiana and Anthony R.
Pustorino serve on the Fund's Audit Committee and these Directors are not
"interested persons" of the Fund as defined in the 1940 Act. The Audit Committee
is responsible for recommending the selection of the Fund's independent
accountants and reviewing all audit as well as non-audit accounting services
performed for the Fund. During the fiscal year ended December 31, 1995, the
Audit Committee met twice.
The Directors serving on the Fund's Nominating Committee are Anthony J.
Colavita (Chairman) and Salvatore J. Zizza, neither of whom are "interested
persons" of the Fund as defined in the 1940 Act. The Nominating Committee is
responsible for recommending qualified candidates to the Board in the event that
a position is vacated or created. The Nominating Committee did not meet during
the fiscal year ended December 31, 1995. The Fund does not have a standing
compensation committee.
Bruce N. Alpert, Vice President and Treasurer of the Fund and James E.
McKee, Secretary of the Fund, are the only executive officers of the Fund not
included in the listing of Directors above. Mr. Alpert is 44 years old and has
served as an officer of the Fund since its inception. Since June 1988, he has
served as Vice President and Chief Financial and Administrative Officer of the
Investment Advisory Division of the Adviser; and he currently serves as an
officer for each mutual fund managed by the Adviser or Teton Advisers LLC. Mr.
McKee is 32 years old and has served as Secretary of the Fund since August 16,
1995. He has served as Vice President and General Counsel of GAMCO Investors,
Inc. since 1993 and of Gabelli Funds, Inc. since August 1995. Mr. McKee also
serves as Secretary for each mutual fund managed by the Adviser or Teton
Advisers LLC. From 1992 through 1993 Mr. McKee served as Branch Chief with the
U.S. Securities and Exchange Commission in New York. From 1989 through 1992 he
served as a staff attorney with the U.S. Securities and Exchange Commission in
New York. The business address of each of these officers is One Corporate
Center, Rye, New York 10580-1434.
5
<PAGE> 9
The following table sets forth certain information regarding the
compensation of the Fund's directors and officers. Officers of the Fund who are
employed by the Investment Adviser receive no compensation or expense
reimbursement from the Fund.
COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL COMPENSATION
AGGREGATE BENEFITS ESTIMATED FROM THE FUND
COMPENSATION ACCRUED AS ANNUAL COMPLEX PAID TO
FROM THE PART OF FUND RETIREMENT DIRECTORS AND
NAME OF PERSON AND POSITION FUND EXPENSES BENEFITS OFFICER*
- --------------------------- ------------ ------------ ---------- ------------------
<S> <C> <C> <C> <C>
MARIO J. GABELLI 0 0 N/A 0
Chairman of the Board
E. VAL CERUTTI $5,000 0 N/A $ 7,000(2)
Director
FELIX J. CHRISTIANA $5,000 0 N/A $ 71,500(9)
Director
ANTHONY J. COLAVITA $5,000 0 N/A $ 65,763(2)
Director
DUGALD A. FLETCHER $5,000 0 N/A $ 13,000(2)
Director
KARL OTTO POHL $5,000 0 N/A $ 80,253(15)
Director
ANTHONY R. PUSTORINO $5,000 0 N/A $ 81,003(10)
Director
ANTHONIE C. VAN EKRIS $5,000 0 N/A $ 45,253(10)
Director
SALVATORE J. ZIZZA $5,000 0 N/A $ 40,000(5)
Director
</TABLE>
- ------------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1995 by investment companies (including the Fund) from
which such person receives compensation that are considered part of the same
fund complex as the Fund because they have common or affiliated investment
advisers. The number in parenthesis represents the number of such investment
companies.
REQUIRED VOTE
In the election of Directors of the Fund, those candidates receiving the
highest number of votes cast at the Meeting if a quorum is present shall be
elected to the nine positions.
6
<PAGE> 10
PROPOSAL 2: TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE FUND
FOR THE YEAR ENDING DECEMBER 31, 1996
Upon recommendation by the Audit Committee, Price Waterhouse LLP, 1177
Avenue of the Americas, New York, New York, 10036, has been selected by the vote
of a majority of those Directors who are not "interested persons" of the Fund to
serve as independent accountants for the Fund's fiscal year ending December 31,
1996. Price Waterhouse LLP has advised the Fund that it is independent with
respect to the Fund in accordance with the applicable requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission (the "Commission").
Representatives of Price Waterhouse LLP are expected to be present at the
Meeting to answer appropriate questions and will be given the opportunity to
make a statement if they so desire.
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants requires the affirmative vote of a majority of the votes cast by
holders of shares of the Fund represented at the Meeting if a quorum is present.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE SELECTION
OF PRICE WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE YEAR
ENDING DECEMBER 31, 1996.
THE INVESTMENT ADVISER
Gabelli Funds, Inc. acts as investment adviser to the Fund. The business
address of Gabelli Funds, Inc. is One Corporate Center, Rye, New York
10580-1434.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act requires the Fund's officers and
Directors, and persons who own more than ten percent of a registered class of
the Fund's securities, to file reports of ownership and changes in ownership
with the Commission and the New York Stock Exchange. Officers, Directors and
greater than ten percent shareholders are required by Commission regulation to
furnish the Fund with copies of all Section (16)(a) forms they file.
Based solely on its review of the copies of such forms received by it, the
Fund believes that during 1995, its officers, Directors and shareholders holding
greater than ten percent of the shares of the Fund complied with all applicable
filing requirements under the Exchange Act.
BROKER NON-VOTES AND ABSTENTIONS
If a proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary power), is unmarked or marked with an abstention
(collectively, "abstentions"), the shares represented thereby will be considered
to
7
<PAGE> 11
be present at the Meeting for purposes of determining the existence of a quorum
for the transaction of business. Under Maryland law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. The election of Directors (Proposal 1)
requires that each candidate receives the highest number of votes cast at the
Meeting; therefore, abstentions will be disregarded. The ratification of Price
Waterhouse LLP as independent accountants of the Fund (Proposal 2) requires the
affirmative vote of a majority of the votes cast at the Meeting; therefore,
abstentions will be disregarded.
Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report for the period ended June 30, 1996.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named in the
accompanying form of proxy will vote thereon in accordance with their judgment.
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 1997,
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement and proxy relating to that meeting not later than November 1, 1996.
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 POSTAGE-PAID ENVELOPE.
8
<PAGE> 12
/X/ PLEASE MARK VOTES AS IN THIS EXAMPLE
<TABLE>
<CAPTION>
For All
For Withhold Except
<S> <C> <C> <C>
1.) To elect nine Directors of The Gabelli
Convertible Securities Fund, Inc. / / / / / /
</TABLE>
Class I: E. Val Cerutti, Dugald A. Fletcher and Anthony R. Pustorino.
Class II: Felix J. Christiana, Mario J. Gabelli and Karl Otto Pohl.
Class III: Anthony J. Colavita, Anthonie E. van Ekris and Salvatore J. Zizza.
If you do not wish your shares voted "FOR" a particular nominee, mark the
"For All Except" box and strike a line through the nominee(s) name. Your
shares will be voted for the remaining nominee(s).
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C> <C>
2.) To ratify the selection of Price Waterhouse LLP
as the independent accountants of The Gabelli / / / / / /
Convertible Securities Fund, Inc. for the year
ending December 31, 1996:
3.) To consider and vote upon such other matters as may
come before said Meeting or any adjournment thereof.
</TABLE>
RECORD DATE SHARES:
- --------------------------------------------------------------------
REGISTRATION
- --------------------------------------------------------------------
<TABLE>
- --------------------------------------------
<S> <C> <C> <C>
Please be sure to sign and date Date Mark box at right if comments or address / /
this Proxy. changes have been noted on the reverse side
of this card.
- -------------------------------------------- ------------------------------------------
Shareholder sign here Co-owner sign here
- -----------------------------------------------------------------------------------------------------
DETACH CARD DETACH CARD
</TABLE>
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
Dear Shareholder:
Please take note of the important information enclosed with this Proxy
Ballot. There are a number of issues related to the management and operation of
your Fund that require your immediate attention and approval. These are
discussed in detail in the enclosed proxy materials.
Your vote counts, and you are strongly encouraged to exercise your right to
vote your shares.
Please mark the boxes on the proxy card to indicate how your shares shall
be voted. Then sign the card, detach it and return your proxy vote in the
enclosed postage paid envelope.
Your vote must be received prior to the Annual Meeting of Shareholders, May
13, 1996.
Thank you in advance for your prompt consideration of these matters.
Sincerely,
The Gabelli Convertible Securities Fund,
Inc.
<PAGE> 13
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Mario J. Gabelli, Anthony R. Pustorino and
Felix J. Christiana, Bruce N. Alpert and each of them, attorneys and proxies of
the undersigned, with full powers of substitution and revocation, represent the
undersigned and to vote on behalf of the undersigned all shares of The Gabelli
Convertible Securities Fund, Inc. (the "Fund") which the undersigned is entitled
to vote at The Annual Meeting of Shareholders of the Fund to be held at the Cole
Auditorium, Greenwich Public Library, 101 West Putnam Avenue, Greenwich,
Connecticut 06830 on May 13, 1996 at 12:30 p.m., and at 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 herein. 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.
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 nominees as directors and FOR Proposal 2. Please refer to
the Proxy Statement for a discussion of the proposals.
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PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
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Please sign this proxy exactly as your name appears on the books of the
Fund. Joint owners may sign individually. Trustees and other fiduciaries
should indicate the capacity in which they sign, and where more than one name
appears, a majority must sign. If a corporation, this signature should be that
of an authorized officer who should state his or her title.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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