SCHEDULE 14A INFORMATION
Proxy Statement
Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by 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)(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:
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 15, 2000
-------------
To the Shareholders of
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
Notice is hereby given that 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, on Monday, May 15, 2000 at 8:30 a.m. for the following
purposes:
1. To elect three (3) Directors of the Fund, with holders of the
Fund's Common Stock and holders of the Fund's 8% Cumulative
Preferred Stock voting together as a single class (Proposal
1);
2. To ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Fund for the year ending
December 31, 2000 (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.
The close of business on March 6, 2000 has been fixed as the record
date for the determination of shareholders entitled to notice of and to vote at
the Meeting or any adjournment 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
April 5, 2000
<PAGE>
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 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:
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
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
Telephone/Internet Voting
Shares held through various brokerage firms may offer the convenience
of voting via telephone or the Internet. If available, instructions are included
with this Proxy Statement and ballot.
<PAGE>
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
____________
ANNUAL MEETING OF SHAREHOLDERSMay 15, 2000
-------------
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 15, 2000 at 8:30 a.m. at the Cole Auditorium, Greenwich Public
Library, 101 West Putnam Avenue, Greenwich, Connecticut 06830, and at any
adjournments thereof (the "Meeting"). A Notice of Meeting of Shareholders and a
proxy card accompany this Proxy Statement are first being mailed to shareholders
on or about April 5, 2000.
In addition to the solicitation of proxies by mail, officers of the
Fund and officers and regular employees of EquiServe, the Fund's transfer agent,
affiliates of EquiServe or other representatives of the Fund also may solicit
proxies by Internet, telephone, telegraph or in person. In addition, the Fund
has retained Georgeson Shareholder Communications Inc. to assist in the
solicitation of proxies for a minimum fee of $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
1-800-422-3554 or via the Internet at www.gabelli.com.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares (as defined below) represented thereby will be
voted FOR the election of the nominees as Directors and FOR Proposal 2 listed in
the accompanying Notice of Annual Meeting of Shareholders, unless instructions
to the contrary are marked thereon, and in the discretion of the proxy holders
as to the transaction of any other business that may properly come before the
Meeting. 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 proposal
in favor of such adjournment and will vote those proxies required to be voted
AGAINST any proposals against such adjournment.
The close of business on March 6, 2000, 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.
<PAGE>
The Fund has two classes of capital stock: common stock, par value
$0.001 per share ("Common Stock") and 8% Cumulative Preferred Stock, par value
$0.001 per share ("Preferred Stock", together with the Common Stock, the
"Shares"). The holders of the Common Stock and Preferred Stock are each 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 7,890,645 shares of Common
Stock and 1,200,000 shares of Preferred Stock outstanding.
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>
<S> <C> <C> <C>
Beneficial/Record
Name and Address of Amount of Shares and Nature
Owner(s) Title of Class of Ownership Percent of Class
Cede & Co. FAST* Common 4,284,317 (record) 54.29%
P.O. Box 20 Bowling Green Station
New York, NY 10274 Preferred 1,174,045 (record) 97.84%
Mario J. Gabelli and affiliates*** Common 1,003,262 (beneficial) 12.71%
One Corporate Center
Rye, NY 10580
Bear, Stearns Securities Corp.** Common 916,404 (record) 11.61%
One Metrotech Center North,4th Floor
Brooklyn, NY 11201
Prudential Securities, Inc.** Common 662,029 (record) 8.39%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Charles Schwab & Co., Inc.** Common 547,321 (record) 6.94%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717 Preferred 66,849 (record) 5.57%
Salomon Smith Barney, Inc.** Preferred 451,740 (record) 37.65%
333 W. 34th Street
New York, NY 10001
A.G. Edwards & Sons, Inc.**
125 Broad Street, 40th Floor Preferred 83,806 (record) 6.98%
New York, NY 10004
* A nominee partnership of The Depository Trust Company.
** Shares held at The Depository Trust Company.
*** Includes 135,781 shares owned directly by Mr. Gabelli, 703,884 shares owned
by Gabelli Funds, LLC or its affiliates, 50,992 shares owned by the Gabelli
& Company, Inc. Profit-Sharing Plan, and 112,605 shares owned by
discretionary accounts managed by GAMCO Investors, Inc., a wholly-owned
subsidiary of Gabelli Asset Management Inc.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
<S> <C> <C>
Proposal Common Stockholders Preferred Stockholders
1. Election of Directors Common and Preferred Stockholders, Common and Preferred Stockholders,
voting together as a single class, voting together as a single class,
elect three Directors: E. Val elect three Directors: E. Val
Cerutti, Dugald A. Cerutti, Dugald A. Fletcher and
Fletcher and Anthony R. Pustorino Anthony R. Pustorino
2. Selection of Accountant Common and Preferred Stockholders, voting together as
a single class
3. Other Business Common and Preferred Stockholders, voting together as a single
class
</TABLE>
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
PROPOSAL 1: TO ELECT THREE DIRECTORS OF THE FUND
The Board of Directors is divided into three classes, each class having
a term of three years. Each year the term of office of one class will expire. E.
Val Cerutti, Dugald A. Fletcher and Anthony R. Pustorino have each been
nominated for a three-year term to expire at the Fund's 2003 Annual Meeting of
Shareholders and until their successors are duly elected and qualified. 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, LLC (the "Adviser") or its affiliates serve
as adviser.
Under the Fund's Articles of Incorporation, Articles Supplementary and
the Investment Company Act of 1940, as amended (the "1940 Act"), holders of
Preferred Stock, voting as a separate class, are entitled to elect two
Directors, and holders of the Common Stock and Preferred Stock, voting as a
single class, are entitled to elect the remaining Directors, subject to the
provisions of the 1940 Act and the Fund's Articles of Incorporation, Articles
Supplementary and By-Laws. The holders of Preferred Stock would elect the
minimum number of additional Directors that would represent a majority of the
Directors in the event that dividends on Preferred Stock are in arrears for two
full years. No dividend arrearages exist at this time. Felix J. Christiana and
Anthony J. Colavita are currently Directors elected solely by the holders of the
Fund's Preferred Stock.
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 consented to serve as a Director if elected at the Meeting. If
a designated nominee declines or otherwise becomes unavailable for election,
however, the proxy confers discretionary power on the persons named therein to
vote in favor of a substitute nominee or nominees. The business address of each
Director is One Corporate Center, Rye, NY 10580-1434.
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
Number and Percentage
of Shares
Beneficially Owned**
Name, Position with the Fund, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Nominees to Serve until 2003 Annual Meeting of Shareholders Common Preferred
- ----------------------------------------------------------- ------ ---------
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. Mr.
Cerutti is 61 years old.
(4)(9)
*Dugald A. Fletcher 10,452*** 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.; Adviser to The Gabelli Growth Fund. Director of Harris and Harris
Group, Inc. (venture capital). Mr. Fletcher is 71 years old. (4)
Anthony R. Pustorino 4,378*** 0
Director of the Fund since 1989. Certified Public Accountant; Professor of Accounting,
Pace University, since 1965. Mr. Pustorino is 74 years old.
(1)(3)(4)(5)(6)(7)(10)(13)(16)(17)(19)
</TABLE>
<PAGE>
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.
<TABLE>
<CAPTION>
<S> <C>
Number and Percentage
of Shares
Beneficially Owned**
Name, Position with the Fund, Directly or Indirectly on
Business Experience During Past Five Years and Age March 6, 2000
- -------------------------------------------------- -------------
Directors Serving until 2001 Annual Meeting of Shareholders Common Preferred
- ----------------------------------------------------------- ------ ---------
*Mario J. Gabelli, CFA 1,003,262 3,500***
Chairman of the Board, President and Chief Investment Officer of the Fund since 1989; (12.71%)
Chairman of the Board and Chief Executive Officer of Gabelli Asset Management Inc.;
Chief Investment Officer of Gabelli Funds, LLC and GAMCO Investors, Inc.; Chairman of
the Board and Chief Executive Officer of Lynch Corporation (diversified manufacturing
company) and Chairman of the Board of Lynch Interactive Corporation (multimedia and
services company); Director of Spinnaker Industries, Inc. (manufacturing company).
Mr. Gabelli is 57 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)
Felix J. Christiana 15,484*** 0
Director of the Fund since 1989. Former Senior Vice President of Dollar Dry Dock
Savings Bank. Mr. Christiana is 74 years old.
(1)(4)(5)(6)(7)(8)(10)(13)(16)(17)(19)
*Karl Otto Pohl 0 0
Director of the Fund since 1992. Member of the Shareholder Committee of Sal Oppenheim
Jr. & Cie (private investment bank); Board Member of TrizecHahn Corporation (real
estate company) and Zurich Allied (insurance company); Director of Gabelli Asset
Management Inc.; Former President of the Deutsche Bundesbank and Chairman of its
Central Bank Council from 1980 through 1991. Mr. Pohl is 70 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19)
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Directors Serving until 2002 Annual Meeting of Shareholders
Anthony J. Colavita 25,330*** 800***
Director of the Fund since 1989. President and Attorney at Law in the law firm of
Anthony J. Colavita, P.C. since 1961. Mr. Colavita is 65 years old.
(1)(2)(3)(4)(5)(6)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19)
Anthonie C. van Ekris 3,180*** 0
Director of the Fund since 1992. Managing Director of Balmac International, Ltd.;
Director of Spinnaker Industries, Inc.; Director of Stahel Mardmeyer A.Z. Mr. van
Ekris is 66 years old.
(1)(3)(4)(5)(8)(9)(10)(11)(13)(14)(19)
Salvatore J. Zizza 20,822*** 0
Director of the Fund since 1991. Chairman of The Bethlehem Corp.; Board Member of
Hollis Eden Pharmaceuticals; Former Executive Vice President of FMG Group (a
healthcare provider); Former President and Chief Executive Officer of the Lehigh Group
Inc. (an electrical supply wholesaler); Former Chairman of the Executive Committee and
Director of Binnings Building Products, Inc.; Adviser to The Gabelli Growth Fund. Mr.
Zizza is 54 years old.
(1)(4)(6)(7)(16)
Directors and Officers as a Group 1,085,604 4,300***
(13.76%)
</TABLE>
* "Interested person" of the Fund, as defined in the 1940 Act. Mr. Gabelli is an
"interested person" of each Fund as a result of his employment as an officer of
the Fund and the Adviser. Mr. Gabelli is a registered representative of a
broker-dealer that is majority owned by Gabelli Asset Management Inc., the
parent company of the Adviser. Mr. Pohl is a director of the parent company of
the Adviser. Mr. Fletcher may be an "interested person" as a result of his past
association within the last three 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 "1934 Act"). The
information as to beneficial ownership is based upon information furnished
to the Fund by the Directors.
*** Less than 1%.
<TABLE>
<CAPTION>
<S> <C>
(1) Trustee of The Gabelli Asset Fund (10) Trustee of The Gabelli Growth Fund
(2) Trustee of Gabelli Blue Chip Value Fund (11) Director of Gabelli International Growth
Fund, Inc.
(3) Director of Gabelli Capital Series Funds, Inc. (12) Director of Gabelli Investor Funds, Inc.
(4) Director of The Gabelli Convertible (13) Trustee of The Gabelli Mathers Fund
Securities Fund, Inc.
(5) Director of Gabelli Equity Series Funds, Inc. (14) Trustee of The Gabelli Money Market Funds
(6) Director of The Gabelli Equity Trust Inc. (15) Trustee of The Gabelli Utilities Fund
(7) Director of The Gabelli Global Multimedia (16) Trustee of The Gabelli Utility Trust
Trust Inc.
(8) Director of Gabelli Global Series Funds, Inc. (17) Director of The Gabelli Value Fund Inc.
(9) Director of Gabelli Gold Fund, Inc. (18) Trustee of The Gabelli Westwood Funds
(19) Director of The Treasurer's Fund, Inc.
</TABLE>
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, 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, 1999 amounted to $58,542.
<PAGE>
During the year ended December 31, 1999, 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. Messrs. Christiana and 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, 1999, the Audit Committee met twice.
The Fund has a Nominating Committee which did not meet during the year and does
not have a standing compensation committee.
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 who is not included in
the listing of Directors. The business address of each of these officers is One
Corporate Center, Rye, New York 10580-1434.
Name, Position with the Fund,Principal Occupation During Past Five Years and Age
Bruce N. Alpert
Vice President and Treasurer since 1989. Officer of the Trust
since its inception. Executive Vice President and Chief Operating Officer of the
Adviser. Director and President of Gabelli Advisers, Inc. Vice President of the
Treasurer's Fund, Inc. and Vice President of The Gabelli Westwood Funds. Officer
of all registered investment companies advised by the Adviser. Mr. Alpert is 48
years old.
James E. McKee
Secretary since 1995. Secretary of the Adviser. Vice President,
Secretary and General Counsel of GAMCO Investors, Inc. since 1993 and of Gabelli
Asset Management Inc. since 1999. Secretary of the registered investment
companies advised by the Adviser and Gabelli Advisers, Inc. Mr. McKee is 36
years old.
Peter W. Latartara
Vice President since 1998. Assistant Vice 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. Mr. Latartara is 32 years old.
<PAGE>
The following table sets forth certain information regarding the
compensation of the Fund's directors and officers. Mr. Latartara is employed by
the Fund and is not employed by the Adviser. Officers of the Fund who are
employed by the Adviser receive no compensation or expense reimbursement from
the Fund.
<TABLE>
<CAPTION>
Compensation Table
for the Fiscal Year Ended December 31, 1999
<S> <C> <C>
Total Compensation from
Aggregate Compensation from the Fund and Fund Complex
Name of Person and Position the Fund Paid to Directors/Officers*
Mario J. Gabelli $ 0 $ 0 (17)
Chairman of the Board
E. Val Cerutti $ 8,500 $ 10,500 (2)
Directors
Felix J. Christiana $ 8,500 $ 99,250 (11)
Director
Anthony J. Colavita $ 8,500 $94,875 (18)
Director
Dugald A. Fletcher $ 8,500 $ 17,000 (1)
Director
Karl Otto Pohl $ 542 $ 7,042 (19)
Director
Anthony R. Pustorino $ 7,000 $107,250 (11)
Director
Anthonie C. van Ekris $ 8,500 $ 60,000 (11)
Director
Salvatore J. Zizza $ 8,500 $ 58,750 (5)
Director
Peter W. Latartara $ 62,500 $125,000 (2)
Vice President
* Represents the total compensation paid to such persons during the calendar
year ended December 31, 1999 by investment companies (including the Fund)
or portfolios thereof from which such person receives compensation that are
considered part of the same fund complex as the Fund because they have
common or affiliated advisers. The number in parentheses represents the
number of such investment companies.
</TABLE>
<PAGE>
Required Vote
Election of each of the listed nominees for Director of the Fund
requires the affirmative vote of the holders of a plurality of the Shares of the
Fund (Common and Preferred Stockholders vote 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 SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE.
PROPOSAL 2: TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE YEAR ENDING DECEMBER 31, 2000
Upon recommendation by the Audit Committee, PricewaterhouseCoopers 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, 2000. PricewaterhouseCoopers 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 "SEC").
Representatives of PricewaterhouseCoopers 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 PricewaterhouseCoopers 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
PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT ACCOUNTANTS OF THE FUND FOR THE
YEAR ENDING DECEMBER 31, 2000.
ADDITIONAL INFORMATION
The Investment Adviser and Administrator
Gabelli Funds, LLC is the Fund's Adviser and administrator. The
business address for Gabelli Funds, LLC is One Corporate Center, Rye, New York
10580-1434.
<PAGE>
Compliance with the Securities Exchange Act of 1934
Section 16(a) of the 1934 Act and Section 30(h) of the 1940 Act, and
the rules thereunder, require the Fund's officers and directors, officers and
directors of the Adviser, affiliated persons of the Adviser, and persons who own
more than 10% of a registered class of the Fund's securities, to file reports of
ownership and changes in ownership with the SEC and the New York Stock Exchange
and to furnish the Fund with copies of all Section 16(a) forms they file. Based
solely on the Fund's review of the copies of such forms it receives, the Fund
believes that during 1999, such persons complied with all such applicable filing
requirements.
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 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)
provides that the three candidates who receive the highest number of votes cast
at the meeting are elected; therefore, abstentions will be disregarded. The
ratification of PricewaterhouseCoopers 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 dated June 30, 2000.
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 2001
must be received by the Fund for consideration for inclusion in the Fund's Proxy
Statement and proxy relating to that meeting no later than December 7, 2000.
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.
GBFCS-PS-00
<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------------------------
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
- ------------------------------------------------------------------
COMMON SHAREHOLDER
1. To elect three (3) Directors of the Fund:
For All With- For All
Nominees hold Except
--- --- ---
(01) E. Val Cerutti
(02) Dugald A. Fletcher
(03) Anthony R. Pustorino
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(s) of the nominee(s).
Your shares will be voted "For" the remaining nominee(s).
2. To ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Fund for the year ending December 31, 2000.
For Against Abstain
--- --- ---
Please be sure to sign and date this proxy.
Date
---------------------------------------
Shareholder sign here
---------------------------------------
Co-owner sign here
---------------------------------------
Mark box at right if an address change or comment has been noted on the reverse
side of ___ this card.
CONTROL NUMBER:
RECORD DATE SHARES:
<PAGE>
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
COMMON This proxy is solicited on behalf of the Directors COMMON
The undersigned hereby appoints Mario J. Gabelli, James E. McKee 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 15, 2000 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 OTHER SIDE 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>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------------------------
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
- ------------------------------------------------------------------
PREFERRED SHAREHOLDER
1. To elect three (3) Directors of the Fund:
For All With- For All
Nominees hold Except
--- --- ---
(01) E. Val Cerutti
(02) Dugald A. Fletcher
(03) Anthony R. Pustorino
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(s) of the nominee(s).
Your shares will be voted "For" the remaining nominee(s).
2. To ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Fund for the year ending December 31, 2000.
For Against Abstain
--- --- ---
Please be sure to sign and date this proxy.
Date
---------------------------------------
Shareholder sign here
---------------------------------------
Co-owner sign here
---------------------------------------
Mark box at right if an address change or comment has been noted on the reverse
side of ___ this card.
CONTROL NUMBER:
RECORD DATE SHARES:
<PAGE>
THE GABELLI CONVERTIBLE SECURITIES FUND, INC.
PREFERRED This proxy is solicited on behalf of the Directors PREFERRED
The undersigned hereby appoints Mario J. Gabelli, James E. McKee 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 15, 2000 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 OTHER SIDE 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?
