<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 [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 sec.240.14a-11(c) or sec.240.14a-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 ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(I) 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:
__________________________________________________________________
NOTES.
<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 11, 1998
------------------------
To the Shareholders of
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
The Annual Meeting of Shareholders (the "Meeting") 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 11, 1998, at 8:30 a.m. During the Meeting, the
Shareholders will vote on the following proposals:
1. To elect four Directors of the Fund, two to be elected by the holders of
the Fund's Common Stock and holders of its 8% Cumulative Preferred Stock
("Preferred Stock") voting together as a single class, and two to be
elected by the holders of the Preferred Stock voting as a separate class
(PROPOSAL 1);
2. To ratify the selection of Price Waterhouse LLP as the independent
accountants of the Fund for the year ending December 31, 1998 (PROPOSAL
2); and
3. To consider and vote upon such other matters as may properly come before
the Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
Shareholders of record at the close of business on March 2, 1998 are
entitled to be present and vote at the Meeting or any adjourned Meeting.
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
April 8, 1998
<PAGE> 3
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may help you and avoid
the time and expense to the Fund involved in validating your vote if you do not
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 the 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 B. Doe
CORPORATE 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>
2
<PAGE> 4
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
------------------------
ANNUAL MEETING OF SHAREHOLDERS
May 11, 1998
------------------------
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 11, 1998, at 8:30 a.m., at the Cole Auditorium, Greenwich Public Library,
101 West Putnam Avenue, Greenwich, Connecticut, and at any adjournments thereof
(the "Meeting"). The Notice of Meeting, proxy card and Proxy Statement were
mailed to Shareholders on or about April 8, 1998.
You may attend the Meeting and vote in person or you may complete and
return the attached proxy. Proxies that are properly signed, dated and received
before the Meeting will be voted as specified. If you specify a vote for any of
the proposals 1 through 3, your proxy will be voted as you indicated. If you
simply sign and date the proxy but do not specify a vote of any of the proposals
1 through 3, your shares will be voted in favor of each of the nominees for
Director and in favor of Proposal 2.
On March 2, 1998, the record date for the Meeting, there were 8,045,245
shares of Common Stock and 1,200,000 shares of Preferred Stock outstanding.
Shareholders of record on March 2, 1998 are entitled to vote. Shares of both the
Common Stock and Preferred Stock are entitled to one vote on each proposal.
The following persons were known to the Fund to be beneficial owners or
owners of record of 5% or more of its outstanding Shares of Common Stock and
Preferred Stock as of the record date:
<TABLE>
<CAPTION>
AMOUNT AND NATURE
NAME OF OWNER(S) CLASS OF STOCK OF OWNERSHIP PERCENT OF CLASS
---------------- -------------- ----------------- ----------------
<S> <C> <C> <C>
Cede & Co FAST Common 3,956,068 Shares 49.17%
P.O. Box 20
Bowling Green Station Preferred 1,185,720 Shares 98.81%
New York, NY 10274
Mario J. Gabelli and affiliates* Common 1,146,528 Shares 14.25%
One Corporate Center
Rye, New York 10580
</TABLE>
- ---------
* Includes 117,875 shares owned directly by Mr. Gabelli, 626,405 shares owned by
Gabelli Funds, Inc. or its subsidiaries, 42,751 shares owned by the Gabelli &
Company, Inc. Profit-Sharing Plan, and 359,497 shares owned by discretionary
accounts managed by GAMCO Investors, Inc., a wholly-owned subsidiary of Gabelli
Funds, Inc.
3
<PAGE> 5
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
<TABLE>
<CAPTION>
PROPOSAL COMMON STOCKHOLDERS PREFERRED STOCKHOLDERS
-------- ------------------- ----------------------
<S> <C> <C>
1. Election of Directors Common and Preferred Common and Preferred
Stockholders, voting together Stockholders, voting together
as a single class, elect two as a single class, elect two
Directors: Mario J. Gabelli and Directors: Mario J. Gabelli and
Karl Otto Pohl Karl Otto Pohl.
Preferred Stockholders, voting
as a separate class, elect two
Directors: Felix J. Christiana
and Anthony J. Colavita
2. Selection of Common and Preferred Stockholders, voting together as a single
Accountant class
3. Other Business Common and Preferred Stockholders, voting together as a single
class
</TABLE>
PROPOSAL 1: TO ELECT FOUR DIRECTORS OF THE FUND
The Board of Directors is divided into three classes, and each year the
term of office of one class expires. Mario J. Gabelli, Felix J. Christiana and
Karl Otto Pohl have each been nominated by the Board of Directors for three-year
terms set to expire at the 2001 Annual Meeting of Shareholders. Anthony J.
Colavita has been nominated by the Board of Directors for a one-year term set to
expire at the 1999 Annual Meeting of Shareholders. These terms continue,
however, until successors are duly qualified and elected. All of the Nominees
are current Directors of the Fund and all of the current Directors except Dugald
A. Fletcher are also directors or trustees of other investment companies for
which Gabelli Funds, Inc. or its affiliates serve as investment adviser (the
"Gabelli Funds"). There are no family relationships among any of the Directors,
nominees or executive officers of the Fund.
The holders of both the Common Stock and Preferred Stock, voting together
as a class, are entitled to elect two Directors: Mario J. Gabelli, and Karl Otto
Pohl. The holders of the Preferred Stock, voting as a separate class, are
entitled to elect two Directors: Felix J. Christiana and Anthony J. Colavita.
4
<PAGE> 6
Unless authority is withheld, the persons named in the proxy intend 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. The business address of
each Director is One Corporate Center, Rye, NY 10580-1434.
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES BENEFICIALLY OWNED
DIRECTLY OR INDIRECTLY
ON MARCH 2, 1998**
NAME, POSITION WITH THE FUND, BUSINESS EXPERIENCE ------------------------------
DURING PAST FIVE YEARS, AND AGE COMMON PREFERRED
------------------------------------------------- ------ ---------
<S> <C> <C>
NOMINEES TO SERVE UNTIL 2001 ANNUAL MEETING OF SHAREHOLDERS
- -----------------------------------------------------------
*MARIO J. GABELLI, CFA 1,146,528(14.25%) -0 -
Chairman of the Board and President of the Fund since
1989; Chairman of the Board, Chief Executive Officer
and Chief Investment Officer of Gabelli Funds, Inc. and
GAMCO Investors, Inc., Chairman of the Board and Chief
Executive Officer of Lynch Corporation, a diversified
manufacturing, communications and services company;
Director of East/West Communications, Inc.; Governor of
the American Stock Exchange and officer and/or director
or trustee of 12 other Gabelli funds. Mr. Gabelli is 55
years old.
FELIX J. CHRISTIANA 12,981*** -0 -
Director of the Fund since 1989; Retired; formerly
Senior Vice President of Dollar Dry Dock Savings Bank
and director or trustee of 8 other Gabelli funds. Mr.
Christiana is 72 years old.
*KARL OTTO POHL -0 - -0 -
Director of the Fund since 1992. Partner of Sal
Oppenheim Jr. & Cie (private investment 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 Board of Unilever
N.V. and Unilever Deutschland; German Governor,
International Monetary Fund from 1980 through 1991;
Board Member, Bank for International Settlements from
1980 through 1991 and director or trustee of 14 other
Gabelli funds. Mr. Pohl is 68 years old.
NOMINEES SERVING UNTIL 1999 ANNUAL MEETING OF SHAREHOLDERS
- ----------------------------------------------------------
ANTHONY J. COLAVITA 22,795*** 800***
Director of the Fund since 1989. President and Attorney
at Law in the law firm of Anthony J. Colavita, P.C. and
director or trustee of 12 other Gabelli funds. Mr.
Colavita is 63 years old.
</TABLE>
5
<PAGE> 7
<TABLE>
<CAPTION>
NUMBER AND PERCENTAGE OF
SHARES BENEFICIALLY OWNED
DIRECTLY OR INDIRECTLY
ON MARCH 2, 1998**
NAME, POSITION WITH THE FUND, BUSINESS EXPERIENCE ------------------------------
DURING PAST FIVE YEARS, AND AGE COMMON PREFERRED
------------------------------------------------- ------ ---------
<S> <C> <C>
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.
DIRECTORS SERVING UNTIL 1999 ANNUAL MEETING OF SHAREHOLDERS
- -----------------------------------------------------------
ANTHONIE C. VAN EKRIS 16,266*** -0 -
Director of the Fund since 1992. Managing Director of
Balmac International, Ltd. Director of Spinnaker
Industries, Inc.; Director of Stahel Mardmeyer A.Z. and
director or trustee of 9 other Gabelli funds. Mr. van
Ekris is 64 years old.
*SALVATORE J. ZIZZA 12,887*** -0 -
Director of the Fund since 1991. Executive Vice
President of FMG Group (OTC), a healthcare provider;
Chairman of The Bethlehem Corp. (ASE); Board Member of
Hollis Eden Pharmaceuticals (OTC); former President and
Chief Executive Officer of the Lehigh Group, Inc., an
electrical supply wholesaler; formerly Chairman of the
Executive Committee and Director of Binnings Building
Products, Inc.; director or trustee of 3 other Gabelli
funds. Mr. Zizza is 52 years old.
DIRECTORS SERVING UNTIL 2000 ANNUAL MEETING OF SHAREHOLDERS
- -----------------------------------------------------------
*DUGALD A. FLETCHER 9,717*** -0 -
Director of the Fund since 1989. President, Fletcher &
Company, Inc.; Director (since February 1991) and
formerly Chairman and Chief Executive Officer of
Binnings Building Products, Inc. Mr. Fletcher is 69
years old.
ANTHONY R. PUSTORINO 3,836*** -0 -
Director of the Fund since 1989. Certified Public
Accountant. Professor of Accounting, Pace University,
since 1965 and director or trustee of 8 other Gabelli
funds. Mr. Pustorino is 72 years old.
E. VAL CERUTTI 2,696*** -0 -
Director of the Fund since 1989. Chief Executive
Officer of Cerutti Consultants, Inc.; Former President
and Chief Operating Officer of Stella D'oro Biscuit
Company (through 1992); Adviser, Iona College School of
Business; Director of Lynch Corporation and director of
1 other Gabelli fund. Mr. Cerutti is 59 years old.
DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP 1,227,706(15.26%) 800***
</TABLE>
6
<PAGE> 8
- ---------
* "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 Gabelli & Company, Inc., 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 and Mr. Zizza each may be an
"interested person" as a result of their past association within the last two
years with Binnings Building Products, Inc., an entity which was controlled by
GLI, Inc., 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%.
EXECUTIVE OFFICERS OF THE FUND
Officers of the Fund are appointed by the Directors to serve at the
pleasure of the Board. Listed below is a brief description of the recent
business experience of each executive officer of the Fund not included in the
listing of Directors. The business address of each of these officers is One
Corporate Center, Rye, New York 10580-1434.
<TABLE>
<CAPTION>
NAME, POSITION WITH THE FUND PRINCIPAL OCCUPATION DURING LAST FIVE YEARS AND AGE
---------------------------- ---------------------------------------------------
<S> <C>
BRUCE N. ALPERT Vice President and Chief Operating Officer of the
Vice President and Treasurer Investment Advisory Division of Gabelli Funds, Inc.
since 1989 (the "Adviser"); officer of each mutual fund managed
by the Adviser or its affiliates. Age 46
JAMES E. MCKEE Vice President and General Counsel of GAMCO
Secretary since 1995 Investors, Inc. since 1993; Secretary of all mutual
funds managed by the Adviser or its affiliates; U.S.
Securities and Exchange Commission, New York, (Branch
Chief, 1992-1993, Staff Attorney, 1989-1992). Age 35
PETER W. LATARTARA Vice President of the Fund since 1998, Assistant Vice
Vice President since 1998 President of the Fund since May 1997 and officer of
one other Gabelli fund; formerly Assistant Vice
President of Gabelli & Company, Inc. since 1996.
Prior to 1996, Mr. Latartara was with the government
relations firm of Black, Manafort, Stone and Kelly in
Washington, D.C. Age 30
</TABLE>
COMPENSATION OF OFFICERS AND DIRECTORS
The Fund pays each Director not affiliated with the Adviser or its
affiliates a fee of $5,000 per year plus $750 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, 1997, amounted to $47,500.
No officers or employees of the Fund received more than $60,000 in compensation
from the Fund. Officers of the Fund who are employed by the Adviser receive no
compensation from the Fund. The following table shows the compensation paid to
the Fund's non-affiliated Directors by the Fund and the other Gabelli Funds
during the year ended December 31, 1997. No pension or retirement benefits are
accrued as part of Fund expenses.
7
<PAGE> 9
COMPENSATION TABLE
FISCAL YEAR ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM THE FUND
AGGREGATE COMPLEX PAID TO
COMPENSATION DIRECTORS AND
NAME OF DIRECTOR FROM THE FUND OFFICERS*
---------------- ------------- ------------------
<S> <C> <C>
MARIO J. GABELLI $ 0 $ 0
E. VAL CERUTTI $8,000 $10,000(2)
FELIX J. CHRISTIANA $8,000 $85,000(9)
ANTHONY J. COLAVITA $8,000 $79,190(13)
DUGALD A. FLETCHER $8,000 $16,000(2)
KARL OTTO POHL $7,250 $85,620(15)
ANTHONY R. PUSTORINO $8,000 $95,500(9)
ANTHONIE C. VAN EKRIS $8,000 $55,190(10)
SALVATORE J. ZIZZA $8,000 $47,500(4)
</TABLE>
- ---------
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1997 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.
During the year ended December 31, 1997, the Directors of the Fund met
eight times, four of which were special meetings of the Directors. Each Director
then in office 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 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, 1997, the Audit Committee met twice.
REQUIRED VOTE
Election of each Director of the Fund requires the affirmative vote of the
holders of a plurality of the applicable classes of shares of the Fund
represented at the Meeting if a quorum is present.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF EACH
NOMINEE.
8
<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, 1998
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,
1998. 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 (Common and Preferred Stockholders voting together
as a single class) represented at the Meeting if a quorum is present.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT YOU 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, 1998.
PROPOSAL 3: 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 on such matters in accordance with their
judgment.
ADDITIONAL INFORMATION
THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, Inc. is the Fund's Investment Adviser and Administrator. 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, officers and directors of the Adviser, affiliated persons of the
Adviser, 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.
9
<PAGE> 11
Based solely on its review of the copies of such forms received by it, the
Fund believes that during 1997 such persons complied with all applicable filing
requirements under the Exchange Act.
QUORUM
On matters upon which the Common and Preferred Stockholders vote together
as a single class, a majority of the shares entitled to vote, present in person
or represented by proxy, constitutes a quorum at the Meeting. On matters upon
which the Preferred Stockholders vote as a separate class, a majority of the
shares of Preferred Stock entitled to vote, present in person or represented by
proxy, constitutes a quorum at the Meeting.
If 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 the 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 the 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.
ABSTENTIONS AND VOTING BY BROKERS
The shares over which brokers have discretionary voting power, the shares
that represent "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
persons entitled to vote and (ii) the broker or nominee does not have
discretionary voting power on a particular matter), and the shares whose proxies
reflect an abstention on any item are all counted as shares present and entitled
to vote for purposes of determining whether the required quorum of shares
exists. 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. Proposal 1, the election of two Directors by holders of both the Common
Stock and the Preferred Stock voting as a single class, requires the affirmative
vote of the holders of a plurality of the Fund's common and preferred shares
present and voting at the Meeting, and the election of two Directors by holders
of the Preferred Stock voting as a separate class requires the affirmative vote
of the holders of a plurality of the shares of Preferred Stock present and
voting at the Meeting. Proposal 2, ratification of the selection of the
independent accountants, requires the affirmative vote of a majority of the
Fund's shares present and voting at the Meeting. Abstentions and broker
non-votes do not constitute a vote "for" or "against" a matter and will be
disregarded in determining the "votes cast" on an issue.
REVOCATION OF PROXIES
You may revoke your proxy at any time before it is voted by delivering a
written notice of new revocation to the Secretary of the Fund, delivering a
later-dated proxy that is received by the Fund at or prior to the Meeting, or by
attending the Meeting and voting in person.
SOLICITATION OF PROXIES
In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of Gabelli Funds, Inc. and Boston EquiServe,
the Fund's investment adviser (the "Adviser") and transfer agent (the
10
<PAGE> 12
"Transfer Agent"), respectively, affiliates of the Adviser and Transfer Agent
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
$3,000 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.
Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report dated June 30, 1998.
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 1999,
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 December 1, 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 POSTAGE PAID ENVELOPE.
11
<PAGE> 13
GBFCS-PS-98
<PAGE> 14
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, Felix J.
Christiana and Bruce N. Alpert, and each of them, attorneys and proxies of the
undersigned, with full powers of substitution and revocation, to 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 Monday, May 11, 1998 at 8:30 a.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
the election of the nominees as directors and FOR Proposal 2 and in the
discretion of the proxy holder as to any other matter that may properly come
before the Meeting. Please refer to the Proxy Statement for a discussion of the
Proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. If joint owners, either may sign. 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.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
<PAGE> 15
[X] PLEASE MARK VOTES ---|
AS IN THIS EXAMPLE |
================================================================================
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
================================================================================
COMMON SHAREHOLDER
Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]
---------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ----------Shareholder sign here-----------------------------Co-owner sign here--
1. To elect two (2) Directors of the Fund:
FOR ALL WITH- FOR ALL
MARIO J. GABELLI NOMINEES HOLD EXCEPT
KARL OTTO POHL [ ] [ ] [ ]
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE, MARK
THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME OF THE N0MINEE.
YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE.
2. To ratify the selection of Price Waterhouse LLP as FOR AGAINST ABSTAIN
the independent accountants of the Fund for the
year ending December 31, 1998. [ ] [ ] [ ]
3. To consider and vote upon such other matters as may properly come before
said Meeting or any adjournment thereof.
RECORD DATE SHARES:
<PAGE> 16
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, Felix J.
Christiana and Bruce N. Alpert, and each of them, attorneys and proxies of the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all preferred 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 Monday, May 11, 1998 at 8:30 a.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
the election of the nominees as directors and FOR Proposal 2 and in the
discretion of the proxy holder as to any other matter that may properly come
before the Meeting. Please refer to the Proxy Statement for a discussion of the
Proposals.
- --------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. If joint owners, either may sign. 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.
- --------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED?
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
DO YOU HAVE ANY COMMENTS?
- ----------------------------------------------------
- ----------------------------------------------------
- ----------------------------------------------------
<PAGE> 17
[X] PLEASE MARK VOTES ---|
AS IN THIS EXAMPLE |
================================================================================
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
================================================================================
PREFERRED SHAREHOLDER
Mark box at right if an address change or comment has been noted
on the reverse side of this card. [ ]
---------------------
Please be sure to sign and date this Proxy. Date
- --------------------------------------------------------------------------------
- ----------Shareholder sign here-----------------------------Co-owner sign here--
1. To elect four (4) Directors of the Fund:
FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
MARIO J. GABELLI
FELIX J. CHRISTIANA [ ] [ ] [ ]
ANTHONY J. COLAVITA
KARL OTTO POHL
NOTE: IF YOU DO NOT WISH YOUR SHARES VOTED "FOR" A PARTICULAR NOMINEE(S),
MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE
N0MINEE(S). YOUR SHARES WILL BE VOTED FOR THE REMAINING NOMINEE(S).
2. To ratify the selection of Price Waterhouse LLP as FOR AGAINST ABSTAIN
the independent accountants of the Fund for the
year ending December 31, 1998. [ ] [ ] [ ]
3. To consider and vote upon such other matters as may properly come before
said Meeting or any adjournment thereof.
RECORD DATE SHARES:
