<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 [_] 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 Section 240.14a-11(c) or Section 240.14a-12
PIMCO Commercial Mortgage Securities Trust, 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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
[LOGO OF PIMCO]
PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.
840 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(800) 927-4648
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 14, 1998
NOTICE IS HEREBY GIVEN that the Annual Meeting (the "Meeting") of
Shareholders of PIMCO Commercial Mortgage Securities Trust, Inc. (the "Fund")
will be held at the offices of Pacific Investment Management Company
("PIMCO"), 840 Newport Center Drive, Newport Beach, California 92660, on April
14, 1998 at 10:00 a.m., Pacific time, or at such adjourned time as may be
necessary for the holders of a majority of the outstanding shares of the Fund
to vote, for the following purposes:
(1) To elect members to the Board of Directors of the Fund to hold office
for the terms specified and until their successors are elected and qualify;
(2) To ratify the selection of Ernst & Young LLP as independent public
accountants of the Fund for its fiscal year ending December 31, 1998; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 9, 1998 as
the record date for the determination of shareholders entitled to notice of,
and to vote at, the Meeting or any adjournment thereof, and only holders of
record of shares at the close of business on that date are entitled to notice
of, and to vote at, the Meeting.
You are cordially invited to attend the Meeting. All shareholders are
requested to complete, date and sign the enclosed form of proxy and return it
promptly in the envelope provided for that purpose. The enclosed proxy is
being solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors,
Garlin G. Flynn
Secretary
Newport Beach, California
Dated: March 16, 1998
PLEASE RESPOND--YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU PLAN TO ATTEND
THE MEETING, PLEASE COMPLETE, SIGN AND MAIL THE PROXY IN THE MANNER PROVIDED.
IT IS IMPORTANT THAT YOU RETURN YOUR PROXY AS SOON AS POSSIBLE TO ASSURE THAT
YOUR PROXY WILL BE VOTED AND TO AVOID ANY ADDITIONAL EXPENSE TO THE FUND OF
FURTHER SOLICITATION.
<PAGE>
PROXY STATEMENT
PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.
840 NEWPORT CENTER DRIVE
NEWPORT BEACH, CALIFORNIA 92660
(800) 927-4648
----------------
ANNUAL MEETING OF SHAREHOLDERS
APRIL 14, 1998
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of PIMCO Commercial Mortgage
Securities Trust, Inc. (the "Fund"), a Maryland corporation, to be voted at
the Annual Meeting (the "Meeting") of Shareholders of the Fund to be held at
the offices of Pacific Investment Management Company ("PIMCO"), 840 Newport
Center Drive, Newport Beach, California 92660, on April 14, 1998 at 10:00
a.m., Pacific time, and at any adjournment thereof. The approximate mailing
date of this Proxy Statement is March 16, 1998. The Fund's Annual Report for
the year ended December 31, 1997, including audited financial statements,
previously has been sent to shareholders, and is available upon request to the
Fund without charge by calling the toll-free number referenced above.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, proxies will
be voted in favor of Proposals 1 and 2. Any proxy may be revoked at any time
prior to the exercise thereof by giving written notice to the Secretary of the
Fund.
In the event that a quorum is present at the Meeting but sufficient votes to
approve any of the proposals are not received, the proxy holders may propose
one or more adjournments of the Meeting to permit further solicitation of
proxies. Any such adjournment will require the affirmative vote of a majority
of those shares represented at the Meeting in person or by proxy. If a quorum
is present, the proxy holders will vote proxies which they are entitled to
vote FOR any proposals in favor of such an adjournment, and will vote those
proxies required to be voted AGAINST a proposal to be voted on at such
meeting, against adjournment. A shareholder vote may be taken on one or more
of the proposals in this Proxy Statement prior to any adjournment if
sufficient votes have been received for approval.
<PAGE>
The Board of Directors has fixed the close of business on March 9, 1998 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting (the "Record Date"). Shareholders on the Record
Date will be entitled to one vote for each share held. As of the Record Date,
the Fund had outstanding 11,007,169 shares of common stock, par value $.001
per share.
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's Articles of Incorporation provide that the Fund's Board of
Directors shall be divided into three classes, as nearly equal in number as
possible, which shall be designated as Class I, Class II and Class III. The
initial term of the Class I Director expires this year. The current terms of
the Class II and Class III Directors will expire in 1999 and 2000,
respectively, when their respective successors are elected and qualify. The
effect of these staggered terms is to limit the ability of other entities or
persons to acquire control of the Fund by delaying for up to two years the
replacement of a majority of the Board of Directors. Guilford C. Babcock and
William J. Popejoy, the current Class I Directors, have been nominated for re-
election by the Board of Directors to serve another term, which would expire
in 2001. Mr. R. Wesley Burns was appointed by the Board of Directors on
November 18, 1997 to serve as a Class III Director; his term expires in 2000.
The Board of Directors is seeking shareholder approval of Mr. Burns'
appointment as a Class III Director (Messrs. Babcock, Popejoy and Burns
collectively are the "Nominees").
The Nominees have indicated an intention to serve if elected and have
consented to be named in this Proxy Statement.
It is the intention of the persons named in the enclosed proxy to vote in
favor of the election of the Nominees. The Board of Directors of the Fund
knows of no reason why any of the Nominees will be unable to serve, but in the
event of any such unavailability, the proxies received will be voted for such
substituted nominee as the Board of Directors may recommend. The Board of
Directors recommends that shareholders vote FOR the election of the Nominees
to the Fund's Board of Directors.
2
<PAGE>
The following table sets forth certain information concerning each of the
Directors of the Fund, however, only the Nominees are standing for election.
The Class I Directors (Nominees) are:
CLASS I (TERM EXPIRING IN 2001):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND % OF
PRINCIPAL OCCUPATION POSITION(S) WITH TOTAL OUTSTANDING
NAME, ADDRESS AND AGE AND OTHER DIRECTORSHIPS THE FUND AT 3/09/98(1)
- --------------------- ---------------------------- --------------------- ------------------
<S> <C> <C> <C>
Guilford C. Babcock Associate Professor of Director (since 7/93) -0-
Marshall School of Finance, University of
Business Southern California (1968-
University of present);
Southern Trustee, PIMCO Funds:
California Pacific Investment
Los Angeles, CA Management Series (1987-
90089-1421 present); Trustee, PIMCO
Age: 66 Variable Insurance Trust
(1997-present); Director,
Growth Fund of America and
Fundamental Investors Fund
of the Capital Group (1980-
present); and Director, Good
Hope Medical Foundation
(1980-present).
William J. Popejoy Director, California State Director (since 8/95, -0-
29 Chatham Court Lottery (1997-present); and 7/93-2/95)
Newport Beach, CA Chairman, PacPro (formerly
92660 Western Printing, 1990-
Age: 59 present); Trustee, PIMCO
Funds: Pacific Investment
Management Series (July
1993-February 1995 and
August 1995-present);
Trustee, PIMCO Variable
Insurance Trust (1997-
present); and formerly Chief
Executive Officer, Orange
County, California (February
1995 to August 1995).
</TABLE>
3
<PAGE>
The Class II Directors are:
CLASS II (TERM EXPIRING IN 1999):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND % OF
PRINCIPAL OCCUPATION POSITION(S) WITH TOTAL OUTSTANDING
NAME, ADDRESS AND AGE AND OTHER DIRECTORSHIPS THE FUND AT 3/09/98(1)
- --------------------- ---------------------------- --------------------- ------------------
<S> <C> <C> <C>
Thomas P. Kemp Private Investor, (1997- Director (since 7/93) -0-
1141 Marine Drive present); Trustee, PIMCO
Laguna Beach, CA Funds: Pacific Investment
92651 Management Series (1987-
Age: 67 present); Trustee, PIMCO
Variable Insurance Trust
(1997-present); formerly Co-
Chairman, U.S. Committee to
Assist Russian Reform (1992-
1997); Director, Union
Financial Corp. (1991-1995);
Senior Consultant, World Cup
1994 Organizing Committee
(1990-1994).
Vern O. Curtis Private Investor, (1995- Director (since 2/95) 7,500
14158 N.W. Bronson present); Trustee, PIMCO (0.07%)
Creek Drive Funds: Pacific Investment
Portland, OR Management Series (April
97229 1987-February 1993 and
Age: 63 February 1995-present);
Trustee, PIMCO Variable
Insurance Trust (1997-
present); Director of
American Office Park
Properties, Inc., a Real
Estate Investment Trust;
Director, Fresh Choice, Inc.
(1996-present); formerly
charitable work, The Church
of Jesus Christ of Latter
Day Saints (1992-1995).
</TABLE>
4
<PAGE>
The Class III Directors (of which Mr. Burns is a Nominee) are:
CLASS III (TERM EXPIRING IN 2000):
<TABLE>
<CAPTION>
SHARES OF COMMON
STOCK BENEFICIALLY
OWNED AND % OF
PRINCIPAL OCCUPATION POSITION(S) WITH TOTAL OUTSTANDING
NAME, ADDRESS AND AGE AND OTHER DIRECTORSHIPS THE FUND AT 3/09/98(1)
- --------------------- ---------------------------- --------------------- ------------------
<S> <C> <C> <C>
R. Wesley Burns* Executive Vice President, President (since -0-
840 Newport Center PIMCO (1996-present); 1994) and Director
Drive, Suite 360 President (1994-present) and (since 11/97)
Newport Beach, CA Trustee (1997-present),
92660 PIMCO Funds: Pacific
Age: 38 Investment Management
Series; President and
Trustee, PIMCO Variable
Insurance Trust (1997-
present); formerly Vice
President of PIMCO (1989-
1995).
Brent R. Harris* Managing Director, PIMCO Chairman and Director 15,000
840 Newport Center (1993-present); Board of (since 6/93) (0.14%)
Drive, Suite 360 Governors, Investment
Newport Beach, CA Company Institute (1995-
92660 present); Director, Harris
Age: 38 Holdings (1992-present);
Director, Harris Oil Company
(1992-present); Chairman and
Trustee, PIMCO Funds:
Pacific Investment
Management Series (1992-
present); Chairman and
Trustee, PIMCO Variable
Insurance Trust (1997-
present); formerly
Principal, Senior Vice
President and Vice President
of PIMCO (1985-1993).
</TABLE>
- --------
(1) All shares listed in this table are owned with sole voting and investment
power, and in the aggregate represent 0.2% of the total shares of common
stock outstanding as of the Record Date. The Fund's Directors and
executive officers in the aggregate beneficially own less than 1% of the
Fund's common stock
* "Interested person" as defined in the Investment Company Act of 1940
("Interested Director"). Messrs. Burns and Harris are deemed to be
interested Directors by reason of their affiliations with PIMCO.
The Fund has a standing Audit Committee which reviews the scope of the
annual audit conducted by the Fund's independent auditors, the evaluation by
such accountants of the accounting procedures followed by the Fund, and
compliance by the Fund with regulations of the Securities and Exchange
Commission and the Internal Revenue Service, as well as related matters. The
Fund's Audit Committee is currently composed of
5
<PAGE>
Messrs. Babcock, Curtis, Kemp and Popejoy. During the Fund's fiscal year ended
December 31, 1997, the Board of Directors held five meetings (one of which was
conducted telephonically), and the Audit Committee held two meetings. The Fund
has no nominating committee or other committees. Each Director then in office
attended at least 75% of the total number of meetings of the Board and the
Committee of which he was a member.
The following table provides information concerning the compensation of each
of the incumbent Directors who are not interested Directors of the Fund for
services rendered to the Fund during the year ended December 31, 1997.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM
AGGREGATE FUND AND FUND
COMPENSATION COMPLEX(2)
NAME FROM FUND(1) PAID TO DIRECTORS
---- ------------ ------------------
<S> <C> <C>
Guilford C. Babcock............................ $10,500 $61,250
Vern O. Curtis................................. $11,090 $64,183
Thomas P. Kemp................................. $10,500 $61,250
William J. Popejoy............................. $10,500 $61,250
</TABLE>
- --------
(1) During the fiscal year ended December 31, 1997, the Fund paid each
unaffiliated Director who is not an interested Director an annual retainer
of $6,000, $1,000 for each regular Board of Directors, committee, or
special meeting attended in person ($500 for each such meeting attended
telephonically), and an annual retainer of $500 for a Committee
Chairmanship. The Fund also reimbursed such Directors for out-of-pocket
expenses relating to attendance at meetings. The aggregate amount of fees
paid and expenses reimbursed to the unaffiliated Directors for the fiscal
year ended December 31, 1997 was $42,590.
(2) The Directors also serve as Trustees of the PIMCO Funds: Pacific
Investment Management Series and of the PIMCO Variable Insurance Trust.
Messrs. Babcock, Curtis, Kemp, and Popejoy, the Trustees who are
unaffiliated with PIMCO or its affiliates, for their services as Trustees
of the PIMCO Funds: Pacific Investment Management Series, receive an
annual retainer of $45,000 plus $3,000 for each Board of Trustees,
committee, or special meeting attended in person ($500 for each such
meeting attended telephonically), and an annual retainer of $1,500 for a
Committee Chairmanship, plus reimbursement of related expenses. For the
year ended December 31, 1997, the unaffiliated Trustees as a group
received reimbursement of such fees and expenses aggregating $205,343.
For their services as Trustees of the PIMCO Variable Insurance Trust Messrs.
Babcock, Curtis, Kemp and Popejoy, the Trustees who are unaffiliated with
PIMCO or its affiliates, receive an annual retainer of $4,000 plus $1,500
for each Board of Trustees, committee, or special meeting attended in person
($250 for each such meeting attended telephonically), and an annual retainer
of $500 for a Committee Chairmanship, plus reimbursement of related
expenses. For the year ended December 31, 1997, the unaffiliated Trustees as
a group did not receive any reimbursement of such fees and expenses.
6
<PAGE>
The following table shows the executive officers of the Fund, other than
those shown above, their ages, positions with the Fund and principal
occupations during the past five years. The executive officers of the Fund are
appointed annually by the Board of Directors.
<TABLE>
<CAPTION>
POSITION WITH PRINCIPAL OCCUPATIONS
NAME AND AGE THE FUND DURING THE PAST FIVE YEARS
------------ ------------- --------------------------
<C> <C> <S>
William C. Powers Senior Vice President Managing Director, PIMCO;
Age 40 (Since 7/93) formerly Executive Vice
President, PIMCO.
Benjamin L. Trosky Senior Vice President Managing Director, PIMCO;
Age 38 (Since 7/93) formerly Executive Vice
President, PIMCO.
Deans S. Meiling Vice President Managing Director, PIMCO.
Age 49 (Since 7/93)
William F. Podlich Vice President Managing Director, PIMCO.
Age 53 (Since 7/93)
Jeffrey M. Sargent Vice President, Vice President and Manager of
Age 35 formerly Secretary Client Services, PIMCO; formerly
(Since 6/93) Project Specialist, PIMCO.
William S. Thompson, Jr. Vice President Chief Executive Officer, and
Age 52 (Since 7/93) Managing Director, PIMCO;
formerly Managing Director,
Salomon Brothers, Inc.
John P. Hardaway Treasurer Vice President and Manager of
Age 40 (Since 6/93) Fund Operations, PIMCO.
Garlin G. Flynn Secretary Lead, Pooled Funds
Age 51 (Since 8/95) Administration, PIMCO; formerly
Senior Fund Administrator,
PIMCO; formerly Senior Mutual
Fund Analyst, PIMCO Advisors
Institutional Services; and
formerly Senior Mutual Fund
Analyst, Pacific Financial Asset
Management Corporation.
Joseph D. Hattesohl Assistant Treasurer Vice President, PIMCO; formerly
Age 34 (Since 2/95) Manager of Fund Taxation, PIMCO;
formerly Director of Financial
Reporting, Carl J. Brown & Co.;
and formerly Tax Manager, Price
Waterhouse LLP.
Michael J. Willemsen Assistant Secretary Manager, PIMCO; formerly Project
Age 38 (Since 2/95) Lead, PIMCO; formerly
Shareholder Services Specialist,
PIMCO.
</TABLE>
7
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Fund's Directors, officers, persons holding more than 10% of the Fund's
shares, and affiliated persons of PIMCO are required to report their
ownership, or any changes in ownership of the Fund's shares to the Securities
and Exchange Commission and the New York Stock Exchange. The Company is
required to report in this Proxy Statement any failure to file such reports by
applicable deadlines during the year ended December 31, 1997. On February 28,
1997 a Statement of Changes in Beneficial Ownership was filed late for a
managing director of PIMCO.
INVESTMENT MANAGER AND ADMINISTRATOR
PIMCO, 840 Newport Center Drive, Newport Beach, California 92660 has served
as the Fund's investment manager since August 27, 1993. PIMCO also serves as
administrator to the Fund. PIMCO is a subsidiary of PIMCO Advisors L.P.
("PIMCO Advisors"). The general partners of PIMCO Advisors are PIMCO Partners,
G.P. and PIMCO Advisors Holdings L.P. PIMCO Partners G.P. is a general
partnership between PIMCO Holding LLC, a Delaware limited liability company
and indirect wholly owned subsidiary of Pacific Life Insurance Company
("Pacific Life"), and PIMCO Partners LLC, a limited liability company
controlled by the PIMCO Managing Directors. PIMCO Partners G.P. is the sole
general partner of PIMCO Advisors Holdings L.P.
PROPOSAL 2: SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected Ernst & Young LLP as independent
auditors to examine the financial statements of the Fund for the fiscal year
ending December 31, 1998. Audit services performed by Ernst & Young LLP during
the most recent fiscal year included examination of the financial statements
of the Fund, review of filings with the Securities and Exchange Commission and
preparation of tax returns. The Fund knows of no direct or indirect interest
of such firm in the Fund. A representative of Ernst & Young LLP, if requested
by any shareholder, will be present at the Meeting and have the opportunity to
respond to appropriate questions from shareholders.
The Board of Directors recommends that shareholders vote FOR the
ratification of the selection of Ernst & Young LLP as independent auditors.
OTHER MATTERS
No business other than as set forth herein is expected to come before the
Meeting, but should any other matter requiring a vote of shareholders arise,
including any question as to an adjournment of the Meeting, the persons named
in the enclosed proxy will vote thereon according to their best judgment in
the interests of the Fund.
ADDITIONAL INFORMATION
EXPENSES
The expense of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund.
The Fund will reimburse banks, brokers and others for their reasonable
expenses in forwarding proxy solicitation material to the beneficial owners of
the shares of the Fund. In order to obtain the necessary quorum at the
Meeting, supplementary solicitation may be made by mail, telephone, telegraph
or personal interview by officers or agents of the Fund. It is not anticipated
that the cost of such supplementary solicitation will exceed $2,000.
8
<PAGE>
QUORUM AND VOTES REQUIRED
The presence in person or by proxy of the holders of a majority of the
outstanding shares is required to constitute a quorum at the Meeting. Shares
held by shareholders present in person or represented by proxy at the Meeting
will be counted both for the purpose of determining the presence of a quorum
and for calculating the votes cast on the issues before the Meeting.
Abstentions will also be counted for quorum purposes.
Election of the Directors (Proposal 1) and ratification of the selection of
independent auditors (Proposal 2) will require the affirmative vote of the
holders of a majority of the Fund's shares present (or represented by proxy)
and voting at the Meeting.
Broker "non-votes" (that is, proxies from brokers or nominees indicating
that such persons have not received instructions from the beneficial owner or
other persons entitled to vote shares on a particular matter with respect to
which the brokers or nominees do not have discretionary power) will have the
same effect as abstentions in determining whether an issue has received the
requisite approval. Where the broker or nominee has no discretion to vote the
shares as to one or both proposals before the Meeting, the non-voted shares
will be excluded from the pool of shares voted on such issues. Thus,
abstentions and non-votes will not be considered votes cast and thus will have
no effect on matters requiring approval of a specified percentage of votes
cast.
If the accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted FOR the election of the Directors and FOR the ratification of
Ernst & Young LLP as independent auditors of the Fund for the fiscal year
ending December 31, 1998.
SHAREHOLDERS' PROPOSALS
A shareholder's proposal intended to be presented at the Fund's Annual
Meeting of Shareholders in 1999 must be received by the Fund on or before
November 16, 1998, in order to be included in the Fund's proxy statement and
form of proxy relating to that meeting.
SHAREHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO
HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE AND SIGN THE ENCLOSED PROXY AND
RETURN IT IN THE ENCLOSED ENVELOPE. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
By Order of the Board of Directors,
Garlin G. Flynn
Secretary
Dated: March 16, 1998
9
<PAGE>
PROXY
PIMCO Commerical Mortgage Securities Trust, Inc.
ANNUAL MEETING OF SHAREHOLDERS
PIMCO COMMERCIAL MORTGAGE April 14, 1998
SECURITIES TRUST, INC.
ATTN: GARLIN FLYNN The undersigned hereby appoints Jeffrey M.
840 NEWPORT CENTER DRIVE Sargent and Garlin G. Flynn, and each of them as
NEWPORT BEACH, CA 92660 Proxies with full power of substitution to vote
and act with respect to all shares of the PIMCO
Commerical Mortgage Securities Trust, Inc. (the
"Fund") held by the undersigned at the Annual
Meeting (the "Meeting") of Shareholders of the
Fund to be held at 10:00 a.m., Pacific time, on
April 14, 1998, at 840 Newport Center Drive,
Newport Beach, California 92660, and at any
adjournment thereof, and instructs them to vote
as indicated on the matters referred to in the
Proxy Statement for the Meeting, receipt of
which is hereby acknowledged, with discretionary
power to vote upon such other business as may
properly come before the Meeting.
THIS PROXY IS SOLICITED BY THE BOARD OF
DIRECTORS OF THE FUND. The Board of Directors
recommends that you vote FOR the following
proposals. ---
This proxy will be voted as specified. IF NO
SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED
FOR THE PROPOSALS. Receipt of Notice of Annual
---
Meeting and Proxy Statement is hereby
acknowledged.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: PIMCMS
KEEP THIS PORTION FOR YOUR RECORDS
- --------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED
PIMCO COMMERCIAL MORTGAGE SECURITIES TRUST, INC.
<TABLE>
<S> <C> <C>
Vote On Directors For Withhold For All To withhold authority to vote, mark "For All Except"
All All Except: and write the nominee's number on the line below.
1. To elect the Nominees listed below to serve [_] [_] [_]
as members of the Fund's Board of Directors -----------------------------------------------------
for the terms expiring in 2000 and 2001,
respectively, and until their successors
are elected and qualify.
1) R. Wesley Burns - Class III
2) Guilford C. Babcock - Class I
3) William J. Popejoy - Class I
</TABLE>
<TABLE>
<CAPTION>
Vote on Proposal For Against Abstain
<S> <C> <C> <C>
2. To ratify the selection of Ernst & Young LLP as independent public [_] [_] [_]
accountants of the Fund for its fiscal year ending December 31, 1998.
</TABLE>
PLEASE VOTE, SIGN AND DATE THIS PROXY AND RETURN IT IN THE ENCLOSED POSTAGE-
PAID ENVELOPE.
If as attorney, executor, guardian or in some respresentative capacity, or
as an officer of a corporation, please add title as such.
- -----------------------------------------------
- -----------------------------------------------
Signature [PLEASE SIGN WITHIN BOX] Date
- -----------------------------------------------
- -----------------------------------------------
Signature (Joint Owners) Date
