<PAGE>
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
/x/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
PAINEWEBBER SECURITIES TRUST
(Name of Registrant as Specified In Its Charter)
(Same as Above)
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).*
/ / $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:(1)
(4) Proposed maximum aggregate value of transaction:
/ / 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:
- - ------------------
* $125 per Registrant per Investment Company Act Rule 20a-1(c) previously
paid.
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
PAINEWEBBER SECURITIES TRUST
---------------------
NOTICE OF
SPECIAL MEETING OF SHAREHOLDERS
MAY 18, 1995
---------------------
TO THE SHAREHOLDERS:
The special meeting of shareholders of PaineWebber Securities Trust
('Trust'), consisting of two series, PaineWebber Small Cap Value Fund ('Small
Cap Value Fund') and PaineWebber Strategic Income Fund ('Strategic Income
Fund'), will be held on May 18, 1995 at 11:00 a.m., eastern time, at 1285 Avenue
of the Americas, 38th Floor, Room A, New York, New York 10019 for the following
purposes:
(1) To elect five trustees to serve for an indefinite term, or until
their successors are elected and qualified;
(2) To ratify the selection of Price Waterhouse LLP as the Trust's
independent accountants for the fiscal year ending January 31, 1996 for
Strategic Income Fund and for the fiscal year ending July 31, 1995 for
Small Cap Value Fund; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
You are entitled to vote at the meeting and any adjournments thereof if you
owned Trust shares at the close of business on March 24, 1995. If you attend the
meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND THE
MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE.
By order of the board of trustees,
DIANNE E. O'DONNELL
Secretary
April 3, 1995
1285 Avenue of the Americas
New York, New York 10019
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD,
DATE AND SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED. If you sign, date
and return the proxy card but give no voting instructions, your shares will
be voted 'FOR' the nominees for director named in the attached proxy
statement and 'FOR' all other proposals noticed above. IN ORDER TO AVOID THE
ADDITIONAL EXPENSE TO THE TRUST OF FURTHER SOLICITATION, WE ASK YOUR
COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY. UNLESS PROXY CARDS
SUBMITTED BY CORPORATIONS AND PARTNERSHIPS ARE SIGNED BY THE APPROPRIATE
PERSONS AS INDICATED IN THE VOTING INSTRUCTIONS ON THE PROXY CARD, THEY WILL
NOT BE VOTED.
<PAGE>
PAINEWEBBER SECURITIES TRUST
1285 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
---------------------
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 18, 1995
---------------------
This statement is furnished to the shareholders of PaineWebber Securities
Trust ('Trust'), consisting of two series, PaineWebber Small Cap Value Fund
('Small Cap Value Fund' or 'Fund') and PaineWebber Strategic Income Fund
('Strategic Income Fund' or 'Fund'), in connection with the board of trustees'
solicitation of proxies for use at the special meeting of the shareholders of
the Trust to be held on May 18, 1995, or any adjournment or adjournments
thereof. This proxy statement will first be mailed to shareholders on or about
April 3, 1995.
A majority of the shares of beneficial interest of the Trust outstanding on
March 24, 1995, represented in person or by proxy, must be present for the
transaction of business at the special meeting. In the event that a quorum is
not present at the special meeting, or if a quorum is present at the special
meeting but sufficient votes to approve any of the proposals are not received,
the persons named as proxies may propose one or more adjournments of the special
meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the
special meeting in person or by proxy. 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 AGAINST
any such proposal against such adjournment. A shareholder vote may be taken on
one or more of the proposals in this proxy statement prior to any such
adjournment if sufficient votes have been received and it is otherwise
appropriate.
Abstentions and broker non-votes (see below) will be counted as shares
present for purposes of determining whether a quorum is present but will not be
voted for or against any adjournment. Accordingly, abstentions and broker
non-votes effectively will be a vote against adjournment. Broker non-votes are
shares held in street name for which the broker indicates that instructions have
not been received from the beneficial owners or other persons entitled to vote
and for which the broker does not have discretionary voting authority.
Abstentions and broker non-votes will not be counted, however, as votes cast for
purposes of determining whether sufficient votes have been received to approve a
proposal.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or
attorney-in-fact. If you give no voting instructions, your shares will be voted
in favor of the five nominees for trustees named herein and in favor of the
remaining proposal described in this proxy statement. The proxy card may be
revoked by giving another proxy or by letter or telegram revoking your proxy. To
be effective, such revocation must be received by the Trust prior to the special
meeting and must indicate your name and account number. In addition, if you
attend the meeting in person you may, if you wish, vote by ballot at the special
meeting, thereby canceling any proxy previously given.
As of the record date, March 24, 1995, Small Cap Value Fund and Strategic
Income Fund had 7,739,980.8 and 8,266,594.9 shares, respectively, of beneficial
interest outstanding. The solicitation of proxies, the cost of which will be
borne by the Trust, will be made primarily by mail but also may include
telephone or oral communications by regular employees of Mitchell Hutchins Asset
Management Inc. ('Mitchell Hutchins') or PaineWebber Incorporated
('PaineWebber'), who will not receive any compensation therefor from the Trust,
or by Shareholder Communications Corporation, professional proxy solicitors,
retained by the Trust, who will be paid for fees and expenses of up to
approximately $9,000 for Small Cap Value Fund and $5,000 for Strategic Income
Fund for soliciting services. Management does not know of any person who owns
<PAGE>
beneficially 5% or more of the shares of a Fund. Each full share of a Fund
outstanding is entitled to one vote and each fractional share of a Fund
outstanding is entitled to a proportionate share of one vote for such purposes.
Strategic Income Fund's annual report containing financial statements for the
fiscal period ended
January 31, 1995 and Small Cap Value Fund's semi-annual report containing
financial statements for the six months ended January 31, 1995, are being mailed
concurrently with this proxy statement to shareholders of the respective Fund.
The Trust will furnish to shareholders of a Fund, without charge, a copy of the
most recent annual report, and the most recent semi-annual report succeeding
that annual report, if any, on request. Requests for these reports should be
made by calling toll free to the Funds' transfer agent, PFPC Inc., at
1-800-647-1568.
Mitchell Hutchins serves as the Trust's investment adviser and
administrator. Mitchell Hutchins is a wholly owned subsidiary of PaineWebber,
which is a wholly owned subsidiary of Paine Webber Group Inc. ('PW Group'), a
publicly held financial services holding company. The principal business address
of each of Mitchell Hutchins, PaineWebber and PW Group is 1285 Avenue of the
Americas, New York, New York 10019.
Quest Advisory Corp. serves as Small Cap Value Fund's investment
sub-adviser. Its principal business address is 1414 Avenue of the Americas, New
York, New York 10019.
PROPOSAL 1. ELECTION OF TRUSTEES
Proposal 1 relates to the election of trustees of the Trust. Management
proposes the election of the five nominees named in the table below as trustees
of the Trust. At a meeting of the Trust's board of trustees held on December 20,
1994, the board determined to expand the Trust's board of trustees from three to
five. At a board meeting on January 23, 1995, the board of trustees determined
to recommend Messrs. Armstrong and Burt as nominees to serve as trustees,
subject to shareholder approval. Each nominee, including those who are not
'interested persons' of the Trust as that term is defined by the Investment
Company Act of 1940 ('1940 Act') ('Independent Trustees'), has indicated his
willingness to serve if elected. Each trustee will hold office without limit in
time, except that (a) any trustee may resign; (b) any trustee may be removed by
written instrument signed by at least two-thirds of the number of trustees prior
to such removal; (c) any trustee who requests in writing to be retired or who
has become incapacitated by illness or injury may be retired by written
instrument signed by a majority of the other trustees, specifying the date of
his or her retirement; and (d) any trustee may be removed at any special meeting
of shareholders by a vote of two-thirds of the outstanding shares. In case a
vacancy shall exist for any reason, the remaining trustees may fill such vacancy
by appointing another trustee. If, at any time, less than a majority of the
trustees holding office shall have been elected by the shareholders, the
trustees then in office will call a shareholder meeting for the purpose of
electing a board of trustees. Unless you give contrary instructions on the
enclosed proxy card, your shares will be voted in favor of the election of the
five nominees. If any of the nominees should withdraw or otherwise become
unavailable for election, your shares will be voted in favor of such other
nominee or nominees as management may recommend.
Messrs. Torell and White have served as trustees of the Trust since its
inception in 1993. Mr. Bewkes served as a trustee of the Trust since inception
until his resignation from the board on November 17, 1993; he was reappointed to
the board on December 27, 1993. Trustees shall be elected by the vote of the
holders of a majority of the shares of the Trust present in person or by proxy
and entitled to vote thereon. If each of the five nominees is elected, they will
constitute the entire board of trustees of the Trust. The trustees and executive
officers as a group (15 persons) did not beneficially own any shares of either
Fund on February 28, 1995.
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
TRUST; BUSINESS EXPERIENCE SHARES OWNED
DURING PAST FIVE YEARS; BENEFICIALLY ON
NOMINEE; AGE OTHER DIRECTORSHIPS FEBRUARY 28, 1995
- - ------------------------------ ------------------------------- -----------------
<S> <C> <C>
Richard Q. Armstrong; 59 Nominee. Mr. Armstrong is --
chairman of the board,
chief executive officer and
co-owner of Adirondack Bever-
ages (producer and distributor
of soft drinks and spar-
kling/still waters) (since
October 1993). Mr. Armstrong is
also a director of HiLo
Automotive Inc. Mr. Armstrong
was a partner of The New
England Consulting Group
(management consulting firm)
(December 1992-September 1993)
and was chairman of RQA
Enterprises (management
consulting firm) (1991-1994);
he was managing director of
LVMH U.S. Corporation (U.S.
subsidiary of the French luxury
goods conglomerate, Luis
Vuitton Moet Hennessey
Corporation) (1987-1991) and
chairman of its wine and
spirits subsidiary, Schieffelin
& Somerset Company (1987-1991).
Mr. Armstrong is also a
director of 4 other investment
companies for which Mitchell
Hutchins or PaineWebber serves
as investment adviser.
E. Garrett Bewkes, Jr.*; 68 Trustee and chairman of the --
board of trustees. Mr. Bewkes
is a director of PW Group
(holding company of PaineWebber
and Mitchell Hutchins) and a
consultant to PW Group. Prior
to 1988, he was chairman of the
board, president and chief
executive officer of American
Bakeries Company. Mr. Bewkes is
also a director of Interstate
Bakeries Corporation and NaPro
BioTherapeutics, Inc. and a
director or trustee of 26 other
investment companies for which
Mitchell Hutchins or
PaineWebber serves as
investment adviser.
Richard R. Burt; 47 Nominee. Mr. Burt is chairman --
of International Equity
Partners (international
investments and consulting
firm) (since March 1994) and a
partner of McKinsey & Company
(management consulting firm)
(since 1991). He is also a
director of American Publishing
Company. He was the chief
negotiator in the Strategic
Arms Reduction Talks with the
former Soviet Union (1989-1991)
and the U.S. Ambassador to the
Federal Republic of Germany
(1985-1989). Mr. Burt is also a
director of 4 other investment
companies for which Mitchell
Hutchins or PaineWebber serves
as investment adviser.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
TRUST; BUSINESS EXPERIENCE SHARES OWNED
DURING PAST FIVE YEARS; BENEFICIALLY ON
NOMINEE; AGE OTHER DIRECTORSHIPS FEBRUARY 28, 1995
- - ------------------------------ ------------------------------- -----------------
<S> <C> <C>
John R. Torell III; 55 Trustee. Mr. Torell is chairman --
of Torell Management, Inc.
(financial advisory firm)
(since 1989). He is the former
chairman and chief executive
officer of Fortune Bancorp
(since 1990 and 1991,
respectively). He is the former
chairman, president and chief
executive officer of CalFed,
Inc. (savings association)
(1988 to 1989) and former
president of Manufacturers
Hanover Corp. (bank) (prior to
1988). Mr. Torell is also a
director of American Home
Products Corp. and Volt
Information Sciences Inc. and a
director or trustee of 9 other
investment companies for which
Mitchell Hutchins serves as
investment adviser.
William D. White; 60 Trustee. Mr. White is retired. --
From February 1989 through
March 1994, he was president of
the National League of
Professional Baseball Clubs.
Prior to 1989, he was a
television sportscaster for
WPIX-TV, New York. Mr. White is
also director or trustee of 9
other investment companies for
which Mitchell Hutchins serves
as investment adviser.
</TABLE>
- - ------------------
* Mr. Bewkes is an 'interested person' of the Trust, as defined by the 1940 Act,
by reason of his position with PW Group.
The board of trustees of the Trust met seven times during the calendar year
ended December 31, 1994. The Audit Committee of the board currently consists of
Messrs. Torell and White. The duties of the Audit Committee are (a) to review
the financial and accounting policies of the Trust, including internal
accounting control procedures, and to review reports prepared by the Trust's
independent accountants, including reports on the Trust's financial statements;
(b) to review and recommend approval or disapproval of audit and non-audit
services and the fees charged for such services; (c) to evaluate the
independence of the independent accountants and to recommend whether to retain
such independent accountants for the next fiscal year; and (d) to report to the
board and make such recommendations as it deems necessary. The Audit Committee
met once during the calendar year ended December 31, 1994. The Nominating
Committee of the Trust consists of Messrs. Torell and White. The duty of the
Nominating Committee is to consider for election to the board of trustees of the
Trust the nominees who are not 'interested persons' of the Trust as such term is
defined in the 1940 Act. The Nominating Committee accepts nominations from
shareholders of the Trust. Such nominations should be submitted to the
Nominating Committee in care of the Secretary of the Trust. The Nominating
Committee did not meet during the calendar year ended December 31, 1994. At a
meeting of the Nominating Committee on January 23, 1995, the Committee
determined to recommend Messrs. Burt and Armstrong as nominees to serve on the
Trust's board of trustees. The board does not have a standing fiscal year
compensation committee. All of the trustees attended at least 75% of the
meetings of the board of trustees and the audit committee during the calendar
year ended December 31, 1994. The Trust pays the Independent Trustees of the
Trust $1,500 annually and an attendance fee of $250 per meeting of the board and
its committees. Independent Trustees are reimbursed for any expenses incurred in
attending meetings. Trustees of the Trust who are 'interested persons' as
defined in the 1940 Act receive no compensation from the Trust.
4
<PAGE>
The table below includes certain information relating to the compensation of the
Trust's trustees for the calendar year ended December 31, 1994.
COMPENSATION TABLE
<TABLE>
<CAPTION>
PENSION OR
RETIREMENT TOTAL
BENEFITS COMPENSATION
ACCRUED AS FROM THE
AGGREGATE PART OF ESTIMATED TRUST AND THE
COMPENSATION THE ANNUAL TRUST COMPLEX
NAME OF PERSON, FROM TRUST'S BENEFITS UPON PAID TO
POSITION THE TRUST EXPENSES RETIREMENT DIRECTORS
- - -------------------------- ------------ ---------- ------------- -------------
<S> <C> <C> <C> <C>
E. Garrett Bewkes, Jr.,
Director and Chairman of
the Board of Trustees... -- -- -- --
John R. Torell III,
Trustee................. $2,875 -- -- $39,750
William D. White,
Trustee................. 2,375 -- -- 33,250
</TABLE>
PROPOSAL 2. RATIFICATION OF SELECTION OF ACCOUNTANTS
The Trust's financial statements for the fiscal year ended January 31, 1995
for Strategic Income Fund and for the fiscal year ending July 31, 1994 for Small
Cap Value Fund were audited by Price Waterhouse LLP, independent accountants. In
addition, Price Waterhouse LLP prepares the Trust's federal and state annual
income tax returns.
The board of trustees of the Trust has selected Price Waterhouse LLP as the
independent accountants for the Trust for the fiscal year ending January 31,
1996 for Strategic Income Fund and for the fiscal year ending July 31, 1995 for
Small Cap Fund, subject to ratification by shareholders of the Trust at the
special meeting. Price Waterhouse LLP has been the Trust's independent
accountants since its inception in February 1993. Price Waterhouse LLP has
informed the Trust that it has no material direct or indirect financial interest
in the Trust. The affirmative vote of the holders of a majority of the shares of
the Trust cast at the special meeting is required for ratification.
Representatives of Price Waterhouse LLP are not expected to be present at
the special meeting but have been given the opportunity to make a statement if
they so desire, and will be available should any matter arise
requiring their presence.
EXECUTIVE OFFICERS
Officers of the Trust are appointed by the trustees and serve at the
pleasure of the board. None of the Trust's officers currently receives any
compensation from the Trust. The executive officers of the Trust are:
TERESA M. BOYLE, age 36, vice president of the Trust (appointed
December 1993). Ms. Boyle is a first vice president and manager--advisory
administration of Mitchell Hutchins. Prior to November 1993, she was
compliance manager of Hyperion Capital Management, Inc., an investment
advisory firm. Prior to April 1993, Ms. Boyle was a vice president and
manager--legal administration of Mitchell Hutchins. Ms. Boyle is also a
vice president of 39 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
JOAN L. COHEN, age 30, vice president and assistant secretary of the
Trust (appointed February 1994). Ms. Cohen is a vice president and attorney
of Mitchell Hutchins. Prior to December 1993, she was an associate at the
law firm of Seward & Kissel. Ms. Cohen is also a vice president and
assistant secretary of 26 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
5
<PAGE>
PAUL B. GUENTHER, age 54, president of the Trust (appointed August
1994). Mr. Guenther is president and a director of PW Group and a director
of PaineWebber and Mitchell Hutchins. Mr. Guenther is also president of 26,
and a director or trustee of 17, other investment companies for which
Mitchell Hutchins or PaineWebber serves as investment adviser.
THOMAS J. LIBASSI, age 36, vice president of the Trust (appointed May
1994). Mr. Libassi is a senior vice president of Mitchell Hutchins. Prior
to May 1994, he was a vice president of Keystone Custodian Funds Inc. with
portfolio management responsibility. Mr. Libassi is also a vice president
of 2 other investment companies for which Mitchell Hutchins serves as
investment adviser.
ANN E. MORAN, age 37, vice president and assistant treasurer of the
Trust (appointed June 1993). Ms. Moran is a vice president of Mitchell
Hutchins. Ms Moran is also a vice president and assistant treasurer of 39
other investment companies for which Mitchell Hutchins or PaineWebber
serves as investment adviser.
DIANNE E. O'DONNELL, age 42, vice president and secretary of the Trust
(appointed December 1992). Ms. O'Donnell is a senior vice president and
senior associate general counsel of Mitchell Hutchins. Ms. O'Donnell is
also a vice president and secretary of 39 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
VICTORIA E. SCHONFELD, age 44, vice president of the Trust (appointed
May 1994). Ms. Schonfeld is a managing director and general counsel of
Mitchell Hutchins. From April 1990 to May 1994, she was a partner in the
law firm of Arnold & Porter. Prior to April 1990, she was a partner in the
law firm of Shereff, Friedman, Hoffman & Goodman. Ms. Schonfeld is also a
vice president of 39 other investment companies for which Mitchell Hutchins
or PaineWebber serves as investment adviser.
PAUL H. SCHUBERT, age 32, vice president and assistant treasurer of
the Trust (appointed September 1994). Mr. Schubert is a vice president of
Mitchell Hutchins. From August 1992 to August 1994, he was vice president
at BlackRock Financial Management, L.P. Prior to August 1992, he was an
audit manager with Ernst & Young LLP. Mr. Schubert is also a vice president
and assistant treasurer of 39 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
MARTHA J. SLEZAK, age 32, vice president and assistant treasurer of
the Trust (appointed June 1993). Ms. Slezak is a vice president of Mitchell
Hutchins. From September 1991 to April 1992, she was fund-raising director
for a U.S. Senate campaign. Prior to September 1991, she was a tax manager
with Arthur Andersen & Co. Ms. Slezak is also a vice president and
assistant treasurer of 39 other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser.
JULIAN F. SLUYTERS, age 34, vice president and treasurer of the Trust
(appointed December 1992). Mr. Sluyters is a senior vice president and the
director of the mutual fund finance division of Mitchell Hutchins. Prior to
1991, he was an audit senior manager with Ernst & Young LLP. Mr. Sluyters
is also a vice president and treasurer of 39 other investment companies for
which Mitchell Hutchins or PaineWebber serves as investment adviser.
GREGORY K. TODD, age 38, vice president and assistant secretary of the
Trust (appointed May 1993). Mr. Todd is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to 1993, he was a
partner in the law firm of Shereff, Friedman, Hoffman & Goodman. Mr. Todd
is also a vice president and assistant secretary of 39 other investment
companies for which Mitchell Hutchins or PaineWebber serves as investment
adviser.
6
<PAGE>
STUART WAUGH, age 39, vice president of the Trust (appointed December
1993). Mr. Waugh is a managing director and a portfolio manager of Mitchell
Hutchins responsible for global fixed income investments and currency
trading. Mr. Waugh is also vice president of 5 other investment companies
for which Mitchell Hutchins or PaineWebber serves as investment adviser.
SHAREHOLDER PROPOSALS
As a general matter, the Trust does not hold regular annual or other
meetings of shareholders.
Any shareholder who wishes to submit proposals to be considered at a
special meeting of the Trust's shareholders should send such proposals by
certified mail, with return receipt requested, to the Trust at 1285 Avenue of
the Americas, New York, New York 10019, so as to be received a reasonable time
before the proxy solicitation for that meeting is made.
Shareholder proposals that are submitted in a timely manner will not
necessarily be included in the Trust's proxy materials. Inclusion of such
proposals is subject to limitations under the federal securities laws.
OTHER BUSINESS
The management knows of no business to be presented to the meeting other
than the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon according
to their best judgment in the interest of the Trust.
By order of the board of trustees,
DIANNE E. O'DONNELL
Secretary
April 3, 1995
IT IS IMPORTANT THAT YOU EXECUTE AND RETURN YOUR PROXY PROMPTLY.
7
<PAGE>
- - ---------------------------------
PAINEWEBBER
SECURITIES
TRUST
- - ---------------------------------
PROXY STATEMENT
----------------------------------
PAINEWEBBER
SECURITIES
TRUST
----------------------------------
---------------------
NOTICE OF
SPECIAL MEETING
TO BE HELD ON
MAY 18, 1995
AND
PROXY STATEMENT
---------------------
<PAGE>
PAINEWEBBER SECURITIES TRUST
SPECIAL MEETING OF SHAREHOLDERS--MAY 18, 1995 PROXY
The undersigned hereby appoints as proxies DIANNE E. O'DONNELL and JENNIFER A.
FARRELL, and each of them (with power of substitution) to vote for the
undersigned all shares of beneficial interest of the undersigned at the
aforesaid meeting and any adjournment thereof with all the power the undersigned
would have if personally present. The shares represented by this proxy will be
voted as instructed. UNLESS INDICATED TO THE CONTRARY, THIS PROXY SHALL BE
DEEMED TO GRANT AUTHORITY TO VOTE 'FOR' ALL PROPOSALS. THIS PROXY IS SOLICITED
ON BEHALF OF THE BOARD OF TRUSTEES OF PAINEWEBBER SECURITIES TRUST ('TRUST'),
CONSISTING OF TWO SERIES, PAINEWEBBER SMALL CAP VALUE FUND AND PAINEWEBBER
STRATEGIC INCOME FUND.
YOUR VOTE IS IMPORTANT
Please date and sign this proxy on the reverse side and return it in the
enclosed postage paid envelope to:
PFPC Inc., P.O. BOX 9426, Wilmington, DE 19809-9938. PFPC Inc. has been
engaged to forward the enclosed proxy material and to tabulate proxies returned
by mail.
PLEASE INDICATE YOUR VOTE BY AN 'X' IN THE APPROPRIATE BOX BELOW.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE 'FOR'
FOR
FOR OR ALL OR WITH
ALL EXCEPT HOLD
1. ELECTION OF TRUSTEES
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR
ANY INDIVIDUAL NOMINEE STRIKE A LINE THROUGH THE / / / / / /
NOMINEE'S NAME IN THE LIST BELOW AND MARK CENTER
BOX TO RIGHT.)
Richard Q. Armstrong, E. Garrett Bewkes, Jr.,
Richard R. Burt, John R. Torell III, William D.
White
FOR AGAINST ABSTAIN
2. Ratification of the selection of Price Waterhouse
LLP as the Trust's independent accountants for the
fiscal year ending January 31, 1996 for PaineWebber / / / / / /
Strategic Income Fund and for the fiscal year ending
July 31, 1995 for PaineWebber Small Cap Value Fund.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
This proxy will not be voted unless it is dated and signed
exactly as instructed below.
If shares are held jointly, each
Shareholder named should sign. If
only one signs, his or her
signature will be binding. If the
Shareholder is a corporation, the
President or a Vice President
should sign in his or her own
name, indicating title. If the
Shareholder is a partnership, a
partner should sign in his or her
own name, indicating that he or
she is a 'Partner.'
Sign exactly as name appears
hereon.
___________________________ (L.S)
___________________________ (L.S)
Date ____________________, 19____
