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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 / /
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Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
PREFERRED INCOME MANAGEMENT INCORPORATED
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/ / 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:
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<PAGE> 2
THE PREFERRED INCOME MANAGEMENT FUND
Dear Shareholder:
The fiscal first quarter ended February 28, 1998 brought more of the same,
which is good news in the case of the Preferred Income Management Fund. Total
return on net asset value was 3.3% for the quarter and 16.7% for the trailing
twelve months. All sectors of the portfolio contributed to the good returns.
During the course of the quarter, we reduced slightly the Fund's holdings
of traditional preferred stocks (which are eligible for the Dividends Received
Deduction available to corporate investors) and increased our holdings of the
newer hybrid preferreds. Hybrids now account for approximately 27% of the
portfolio, up from about 22% three months earlier. The shift was simply a
reaction to the wide discrepancies in value that come and go within the
preferred market.
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The Fund's current Board needs your support at the Annual Meeting on April 17
against the opposition candidates led by Stewart Horejsi. Even if you have
already sent in your vote, we urge you to vote again and return the enclosed
GREEN proxy card. Please disregard Stewart Horejsi's blue card. DO NOT vote,
sign, or mail in Stewart Horejsi's blue card. If you previously voted Horejsi's
blue card, you have every legal right to change your mind and vote our GREEN
card. Only the latest dated proxy card will count. Your vote is important.
Please vote today.
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Hybrid preferreds have given us a demonstration of the old adage that "It
is an ill wind that blows no one any good." Compared to traditional preferreds,
hybrids were more sensitive to the psychological shock waves resulting from the
financial crisis in Asia. We simply took advantage of the trading opportunities
created by those market mood swings to increase the Fund's holdings of hybrids
on attractive terms.
"Creeping scarcity" marches on in traditional preferreds. We continue to
see older traditional preferreds retired by their issuers, either by redemption
or through tender offers at relatively high prices. At the same time, however, a
few attractively priced new issues of traditional preferreds have also come to
market. The latter may or may not be a sign of things to come.
Hedging did not have a big impact on the results for the quarter. As things
turned out, interest rates declined slightly, and the protection provided by our
hedges was not needed. The cost of hedging was more than offset in other ways as
shown by the returns discussed above.
Sincerely yours,
/s/ Robert T. Flaherty
--------------------------------
Robert T. Flaherty
Chairman of the Board
March 17, 1998
<PAGE> 3
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Preferred Income Management Fund Incorporated
SUMMARY OF INVESTMENTS
FEBRUARY 28, 1998 (UNAUDITED)
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<TABLE>
<CAPTION>
PERCENT OF
VALUE TOTAL NET
(000'S) ASSETS
-------- ----------
<S> <C> <C>
ADJUSTABLE RATE PREFERRED STOCKS
Utilities.............................................. $ 16,565 7.2%
Banking................................................ 40,730 17.7
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Total Adjustable Rate............................. 57,295 24.9
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FIXED RATE PREFERRED STOCKS AND SECURITIES
Utilities.............................................. 81,351 35.3
Banking................................................ 32,487 14.1
Financial Services..................................... 20,806 9.0
Industrial............................................. 8,633 3.7
Insurance.............................................. 14,249 6.2
-------- -----
Total Fixed Rate.................................. 157,526 68.3
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TOTAL PREFERRED STOCKS AND SECURITIES....................... 214,821 93.2
COMMON STOCKS
Utilities.............................................. 9,348 4.1
REPURCHASE AGREEMENT........................................ 1,051 0.5
PURCHASED PUT OPTIONS....................................... 1,447 0.6
-------- -----
TOTAL INVESTMENTS........................................... 226,667 98.4
OTHER ASSETS AND LIABILITIES (NET).......................... 3,835 1.6
-------- -----
TOTAL NET ASSETS.................................. $230,502 100.0%
======== =====
</TABLE>
FINANCIAL DATA
PER SHARE OF COMMON STOCK (UNAUDITED)
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<TABLE>
<CAPTION>
DIVIDEND
DIVIDEND NET ASSET NYSE REINVESTMENT
PAID VALUE CLOSING PRICE Price(1)
-------- --------- ------------- ------------
<S> <C> <C> <C> <C>
December 31, 1997............................. $0.4700 $16.15 $15.9375 $16.14
January 31, 1998.............................. 0.0810 16.22 15.6250 15.69
February 28, 1998............................. 0.0810 16.22 15.1875 15.18
</TABLE>
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(1) Whenever the net asset value per share of the Fund's common stock is less
than or equal to the market price per share on the payment date, new shares
issued will be valued at the higher of net asset value or 95% of the then
current market price. Otherwise, the reinvestment shares of common stock
will be purchased in the open market.
2
<PAGE> 4
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Preferred Income Management Fund Incorporated
STATEMENT OF CHANGES IN NET ASSETS(1)
THREE MONTHS ENDED FEBRUARY 28, 1998 (UNAUDITED)
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<TABLE>
<CAPTION>
<S> <C>
OPERATIONS:
Net investment income................................... $ 3,246,792
Net realized gain on investments sold................... 3,292,275
Net unrealized depreciation of investments during the
period................................................. (571,089)
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Net increase in net assets from operations.......... 5,967,978
DISTRIBUTIONS:
Dividends paid from net investment income to MMP*
Shareholders........................................... (1,036,757)
Distributions paid from net realized capital gains to
MMP* Shareholders...................................... (49,227)
Dividends paid from net investment income to Common
Stock Shareholders..................................... (3,215,823)
Distributions paid from net realized capital gains to
Common Stock Shareholders.............................. (2,735,564)
------------
Net decrease in net assets.......................... (1,069,393)
NET ASSETS:
Beginning of period..................................... 231,571,604
------------
End of period........................................... $230,502,211
============
</TABLE>
FINANCIAL HIGHLIGHTS(1)
THREE MONTHS ENDED FEBRUARY 28, 1998 (UNAUDITED)
FOR A COMMON SHARE OUTSTANDING THROUGHOUT THE PERIOD.
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<TABLE>
<CAPTION>
<S> <C>
OPERATING PERFORMANCE:
Net asset value, beginning of period.................... $ 16.33
------------
Net investment income................................... 0.35
Net realized gain and unrealized appreciation on
investments............................................ 0.28
------------
Net increase in net asset value resulting from
investment operations.................................. 0.63
DISTRIBUTIONS:
Dividends declared to MMP* Shareholders................. (0.11)
Distributions paid from net realized capital gains to
MMP* Shareholders...................................... (0.01)
Dividends paid from net investment income(2)............ (0.34)
Distributions paid from net realized capital gains(3)... (0.29)
Change in accumulated undeclared dividends on MMP*
Shareholders........................................... 0.01
------------
Total from distributions................................ (0.74)
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Net asset value, end of period.......................... $ 16.22
============
Market value, end of period............................. $ 15.8125
============
Net assets, end of period............................... $230,512,805
============
Common shares outstanding, end of period................ 9,416,743
============
RATIOS TO AVERAGE NET ASSETS AVAILABLE TO COMMON STOCK
SHAREHOLDERS:
Net investment income................................... 5.84%**
Operating expenses...................................... 1.55%**
SUPPLEMENTAL DATA:
Portfolio turnover rate................................. 56%
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Ratio of operating expenses to Total Average Net Assets
including MMP*............................................ 1.03%**
</TABLE>
(1) These tables summarize the three months ended February 28, 1998 and should
be read in conjunction with the Fund's audited financial statements,
including footnotes, in its Annual Report dated November 30, 1997.
(2) Includes dividends earned, but not paid out, in prior fiscal year.
(3) Paid from capital gains realized, but not paid out, in prior fiscal year.
* Money Market Cumulative Preferred(TM) Stock.
** Annualized.
3
<PAGE> 5
DIRECTORS
Martin Brody
Donald F. Crumrine, CFA
Robert T. Flaherty, CFA
David Gale
Morgan Gust
Stewart R. Horejsi
Robert F. Wulf, CFA
OFFICERS
Robert T. Flaherty, CFA
Chairman of the Board
and President
Donald F. Crumrine, CFA
Vice President
and Secretary
Robert M. Ettinger, CFA
Vice President
Peter C. Stimes, CFA
Vice President
and Treasurer
Carl D. Johns
Assistant Treasurer
INVESTMENT ADVISER
Flaherty & Crumrine Incorporated
e-mail: [email protected]
QUESTIONS CONCERNING YOUR SHARES OF PREFERRED
INCOME MANAGEMENT FUND?
- If your shares are held in a Brokerage
Account, contact your Broker.
- If you have physical possession of your shares in certificate
form, contact the Fund's Transfer Agent & Shareholder Servicing
Agent --
First Data Investor Services Group, Inc.
P.O. Box 1376
Boston, MA 02104
1-800-331-1710
THIS REPORT IS SENT TO SHAREHOLDERS OF PREFERRED INCOME MANAGEMENT
FUND INCORPORATED FOR THEIR INFORMATION. IT IS NOT A PROSPECTUS,
CIRCULAR OR REPRESENTATION INTENDED FOR USE IN THE PURCHASE OR SALE OF
SHARES OF THE FUND OR OF ANY SECURITIES MENTIONED IN THIS REPORT.
[PREFERRED INCOME MANAGEMENT FUND, LOGO]
Quarterly
Report
February 28, 1998
<PAGE> 6
GREEN CARD
PROXY
PREFERRED INCOME MANAGEMENT FUND INCORPORATED
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Common Stock of Preferred Income
Management Fund Incorporated, a Maryland corporation (the "Fund"), hereby
appoints Robert T. Flaherty, Donald F. Crumrine, Teresa M.R. Hamlin and
Christine P. Ritch, attorneys and proxies for the undersigned, with full powers
of substitution and revocation, to represent the undersigned and to vote on
behalf of the undersigned all shares of Common Stock, which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Fund to be held
at the offices of Willkie Farr & Gallagher, One Citicorp Center, 153 East 53rd
Street, 47th Floor, New York, New York 10022 at 9:00 a.m., on April 17, 1998,
and any adjournments thereof. The undersigned hereby acknowledges receipt of
the Notice of Annual Meeting and Proxy Statement as supplemented and hereby
instructs said attorneys and proxies to vote said shares as indicated hereon.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Annual Meeting. A majority of the
proxies present and acting at the Annual Meeting in person or by substitute
(or, if only one shall be so present, then that one) shall have and may
exercise all of the power and authority of said proxies hereunder. The
undersigned hereby revokes any proxy previously given.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
[SEE REVERSE SIDE]
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ELECTION OF NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
PLEASE REFER TO THE PROXY STATEMENT, AS SUPPLEMENTED, FOR A DISCUSSION OF THE
PROPOSAL.
1. Election of Directors.
Nominees: Martin Brody and David Gale
FOR WITHHELD
[ ] [ ]
[ ]
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For all nominees except as noted above
2. To ratify the selection of Coopers & Lybrand L.L.P. as
independent accountants for the Fund.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION
OF ALL NOMINEES AND "FOR" RATIFICATION OF THE SELECTION OF COOPERS & LYBRAND
L.L.P. AS INDEPENDENT ACCOUNTANTS FOR THE FUND.
NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
Date:
-----------------------------------
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Signature
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Signature
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Title
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
