<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
PMC Commerical 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)(l) 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:
- --------------------------------------------------------------------------------
<PAGE> 2
PMC COMMERCIAL TRUST
17290 PRESTON ROAD, 3RD FLOOR
DALLAS, TEXAS 75252
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1997
To the Shareholders of
PMC COMMERCIAL TRUST:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of PMC Commercial Trust, a Texas real estate investment trust
(the "Company"), will be held at 17290 Preston Road, 3rd Floor, Dallas, Texas,
on Wednesday, May 14, 1997, at 11:00 a.m., local time, for the following
purposes:
(i) To elect seven trust managers to hold office until
the next annual meeting of shareholders and until their respective
successors shall have been elected and qualified;
(ii) To ratify the selection of Coopers & Lybrand L.L.P.
as independent public accountants for the Company for the year ending
December 31, 1997; and
(iii) To transact any and all other business that may
properly come before the Annual Meeting or any adjournment thereof.
Only holders of record of the Common Shares at the close of business
on March 31, 1997, will be entitled to notice of and to vote at the Annual
Meeting, notwithstanding any transfer of Common Shares on the books of the
Company after such record date.
A copy of the Proxy Statement relating to the Annual Meeting and the
Annual Report outlining the Company's operations for the year ended December
31, 1996, accompanies this Notice of Annual Meeting of Shareholders.
It is important that a majority of the outstanding Common Shares be
represented at the Annual Meeting in person or by proxy. Therefore, you are
requested to forward your proxy in order that you will be represented, whether
or not you expect to attend in person. Shareholders who attend the Annual
Meeting may revoke their proxies and vote in person if they desire.
By Order of the Board of Trust Managers
Lance B. Rosemore
Secretary
Dated: April 7, 1997
<PAGE> 3
PMC COMMERCIAL TRUST
17290 PRESTON ROAD, 3RD FLOOR
DALLAS, TEXAS 75252
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 14, 1997
This Proxy Statement, together with the enclosed proxy, is being sent
on or about April 7, 1997, to inform you of the matters that will be acted upon
at the Annual Meeting of Shareholders (the "Annual Meeting") of PMC Commercial
Trust, a Texas real estate investment trust (the "Company"), to be held at
17290 Preston Road, 3rd Floor, Dallas, Texas on Wednesday, May 14, 1997, at
11:00 a.m. The Board of Trust Managers of the Company solicits your proxy in
the form enclosed.
BY WHOM AND THE MANNER IN WHICH THE
PROXY IS BEING SOLICITED
The enclosed proxy is solicited by and on behalf of the Board of Trust
Managers of the Company. The expense of the solicitation of proxies for the
Annual Meeting, including the cost of mailing, will be borne by the Company.
In addition to solicitation by mail, officers of the Company may
solicit proxies from shareholders by telephone, telefax or personal interview.
Such persons will receive no compensation for such services. The Company also
intends to request persons holding the Company's common shares of beneficial
interest, $.01 par value per share (the "Common Shares"), in their name or
custody, or in the name of a nominee, to send proxy materials to their
principals and request authority for the execution of the proxies, and the
Company will reimburse such persons for their expense in so doing.
PURPOSE OF MEETING
At the Annual Meeting, action will be taken (i) to elect seven trust
managers to hold office until the next annual meeting of shareholders and until
their successors shall have been elected and qualified and (ii) to ratify the
selection of Coopers & Lybrand L.L.P. as independent public accountants for the
Company for the year ending December 31, 1997. The Board of Trust Managers
does not know of any other matter that is to come before the Annual Meeting.
If any other matters are properly presented for consideration, however, the
persons named in the enclosed proxy and acting thereunder will have discretion
to vote on such matters in accordance with their best judgment.
Shareholders are urged to sign the accompanying form of proxy,
solicited on behalf of the Board of Trust Managers of the Company, and,
immediately after reviewing the information contained in this Proxy Statement
and in the Annual Report outlining the Company's operations for
<PAGE> 4
the year ended December 31, 1996, return it in the envelope provided for that
purpose. Valid proxies will be voted at the Annual Meeting and at any
adjournment or adjournments thereof in the manner specified therein. If no
directions are given but proxies are executed in the manner set forth therein,
such proxies will be voted FOR the election of the nominees for trust managers
set forth in this Proxy Statement and FOR the ratification of the selection of
Coopers & Lybrand L.L.P. as independent public accountants for the Company for
the year ending December 31, 1997.
RIGHT TO REVOKE PROXY
Any shareholder giving the proxy enclosed with this Proxy Statement
has the power to revoke such proxy at any time prior to the exercise thereof by
giving notice of such revocation, or by delivering a letter-dated proxy, to the
Secretary of the Company prior to the Annual Meeting. Shareholders will also
have an opportunity to revoke their proxies by attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute a revocation of a proxy).
VOTING SECURITIES
The only outstanding securities of the Company that shall have the
right to vote at the Annual Meeting are the Common Shares, each share of which
entitles the holder thereof to one vote. Only holders of record of the Common
Shares at the close of business on March 31, 1997 (the "Record Date") are
entitled to vote at the Annual Meeting or any adjournments thereof. On the
Record Date, there were outstanding and entitled to vote 6,165,495 Common
Shares.
QUORUM AND VOTING REQUIREMENTS
The holders of record of a majority of the outstanding Common Shares
at the Record Date will constitute a quorum for the transaction of business at
the Annual Meeting. If a quorum should not be present or represented at the
Annual Meeting the shareholders present or represented at the Annual Meeting
may adjourn the Annual Meeting from time to time without notice other than
announcement at the Annual Meeting until a quorum shall be present or
represented. If a quorum is present or represented at the Annual Meeting, the
shareholders present or represented at the Annual Meeting may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum present, provided that there remain at
the Annual Meeting, present or represented by proxy, the holders of at least
one-third of the Common Shares entitled to vote.
Each Common Share may be voted for up to seven individuals (the number
of trust managers to be elected) as trust managers of the Company. To be
elected, each nominee must receive the affirmative vote of the holders of
two-thirds of the Common Shares represented and voting at the Annual Meeting.
It is intended that, unless authorization to vote for one or more nominees for
trust manager is withheld, proxies will be voted FOR the election of all of the
nominees set forth in this Proxy Statement.
2
<PAGE> 5
Approval of a majority of the Common Shares represented and voting at
the Annual Meeting will be necessary for ratification of the selection of
Coopers & Lybrand L.L.P. as independent public accountants for the Company for
the year ending December 31, 1997.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the Annual Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for the purpose of
determining the presence of a quorum and of determining the outcome of any
matter submitted to the shareholders for a vote; however, abstentions will not
be deemed outstanding and, therefore, will not be counted in the tabulation of
votes cast on proposals presented to shareholders
The Texas Real Estate Investment Trust Act and the Company's Bylaws do
not specifically address the treatment of abstentions and broker non-votes.
The election inspectors will treat shares referred to as "broker non-votes"
(i.e., shares held by brokers or nominees as to which instructions have not
been received from the beneficial owners and as to which the broker or nominee
does not have discretionary voting power on a particular matter) as shares that
are present and entitled to vote for the purpose of determining the presence of
a quorum. However, for the purpose of determining the outcome of any matter as
to which the broker or nominee has indicated on the proxy that it does not have
discretionary authority to vote, those shares will be treated as not present
and not entitled to vote with respect to that matter (even though those shares
are considered entitled to vote for quorum purposes and may be entitled to vote
on other matters).
I. ELECTION OF TRUST MANAGERS
A board of seven trust managers, to hold office until the next annual
meeting of shareholders and until their successors have been elected and
qualified, is to be elected at the Annual Meeting. Each of the nominees has
consented to serve as a trust manager if elected. If any of the nominees shall
become unable to stand for election as a trust manager at the Annual Meeting
(an event not now anticipated by the Board of Trust Managers), proxies will be
voted for such substitute as shall be designated by the Board of Trust
Managers. The following table sets forth for each nominee for election as a
trust manager of the Company his or her age, principal occupation, position
with the Company, if any, and certain other information. THE BOARD OF TRUST
MANAGERS UNANIMOUSLY RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION TRUST MANAGER SINCE
---- --- -------------------- -------------------
<S> <C> <C> <C>
Nathan G. Cohen 51 Mr. Cohen has been Controller and Chief May 1994
Financial Officer of ATCO Rubber
Products, Inc., a manufacturer of
products for HVAC systems, since November
1986.
Dr. Martha R. Greenberg 45 Dr. Greenberg has practiced optometry May 1996
for 22 years in Russellville, Alabama and
currently serves on the Board of Trustees
of Southern College of Optometry. Dr.
Greenberg has been a director of PMC
Capital, Inc., an affiliate of the
Company ("PMC Capital"), since 1984. Dr.
Greenberg is not related to Roy H.
Greenberg, but is the sister of Lance B.
Rosemore and Dr. Andrew S. Rosemore.
Roy H. Greenberg 39 Mr. Greenberg has been the President of September 1993
Whitehall Real Estate, Inc., a real
estate management firm, since December
1989. Prior thereto, he was Vice
President of GHR Realty Holding Group,
Inc., a real estate management company,
from June 1985 to December 1989.
Irving Munn 48 Mr. Munn has been a principal of September 1993
Kaufman, Munn and Associates, P.C., a
public accounting firm, or its
predecessors, since 1990 and President
since 1993.
Dr. Andrew S. Rosemore 50 Dr. Rosemore has been Chairman of the June 1993
Board of Trust Managers since January 1994
and has been Executive Vice President,
Chief Operating Officer and Treasurer of
the Company since June 1993. He has also
been the Chief Operating Officer of PMC
Capital since May 1992 and Executive Vice
President of PMC Capital since 1990. From
1988 to May 1990, Dr. Rosemore was Vice
President of PMC Capital. Dr. Rosemore
has been a director of PMC Capital since
1988.
Lance B. Rosemore 48 Mr. Rosemore has been President, Chief June 1993
Executive Officer and Secretary of the
Company since June 1993. He has also been
Chief Executive Officer of PMC Capital
since May 1992 and President of PMC
Capital since 1990. From 1990 to May
1992, Mr. Rosemore was Chief Operating
Officer of PMC Capital. Mr. Rosemore has
been Secretary of PMC Capital since 1983.
Mr. Rosemore has been a director of PMC
Capital since 1983.
</TABLE>
4
<PAGE> 7
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION TRUST MANAGER SINCE
---- --- -------------------- -------------------
<S> <C> <C> <C>
Dr. Ira Silver 51 Dr. Silver has been employed by J.C. May 1996
Penney Co., Inc. since 1978, is currently
their Chief Economist and since 1984 has
been a Manager of Planning, Forecasting
and Technical Support in the Planning and
Research Department. He holds a Ph.D in
Economics from the City University of New
York. Dr. Silver was a director of PMC
Capital from 1992 through 1994.
</TABLE>
MEETINGS AND COMMITTEES OF THE BOARD OF TRUST MANAGERS
During the year ended December 31, 1996, the Board of Trust Managers
held four regular meetings and two special meetings. Each of the trust
managers attended at least 75% of all meetings held by the Board of Trust
Managers. The Board of Trust Managers has an Audit Committee but does not have
an Executive Committee, Compensation Committee or Nominations Committee.
The Audit Committee is comprised of Messrs. Cohen and Munn. The
function of the Audit Committee is to review with management and the
independent public accountants the annual results of operations, the accounting
and reporting policies and the adequacy of internal controls. The Audit
Committee also recommends to the Board of Trust Managers the independent public
accountants to serve for the following year, approves the type and scope of
services to be performed by the public accountants and reviews the related
costs. The Audit Committee holds meetings at such times as may be required for
the performance of its functions and, during the year ended December 31, 1996,
held one meeting.
COMPENSATION OF TRUST MANAGERS
During 1996, the non-employee members of the Board of Trust Managers
received a $500 fee for attending meetings of the Board of Trust Managers. The
non-employee trust managers will be reimbursed by the Company for their
expenses related to attending board or committee meetings. For the year ended
December 31, 1996, Messrs. Cohen and Munn received $3,000.00, Mr. Greenberg
received $2,500.00 and Drs. Greenberg and Silver received $1,500.00 for
services rendered as trust managers.
The Company's 1993 Trust Managers Share Option Plan (the "Trust
Managers Plan") automatically grants options to purchase 2,000 Common Shares to
each non-employee trust manager on the date such trust manager takes office and
additional options to purchase 1,000 Common Shares are granted each year
thereafter on the anniversary date of the date that the trust manager takes
office so long as such trust manager is re-elected to serve as a trust manager.
Such options are exercisable at the fair market value of the Common Shares on
the date of grant. The options granted under the Trust Managers Plan become
exercisable one year after date of grant and expire if not exercised on the
earlier of (i) thirty (30) days after the option holder no longer holds office
as a trust manager for any reason and (ii) within five (5) years after the date
of grant. In 1996, each of Messrs. Greenberg and Munn was granted an option to
acquire 1,000 Common Shares on December 17, 1996, at an
5
<PAGE> 8
exercise price of $17.0625 per share; Mr. Cohen was granted an option to
acquire 1,000 Common Shares on May 10, 1996, at an exercise price of $15.9375
per share; and each of Drs. Greenberg and Silver was granted an option to
acquire 2,000 Common Shares on May 23, 1996, at an exercise price of $16.125
per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no Compensation Committee and no salaried employees.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of the executive
officers of the Company, all positions held with the Company by each individual
and a description of the business experience of each individual for at least
the past five years.
<TABLE>
<CAPTION>
Name Age Title
---- --- -----
<S> <C> <C>
Dr. Andrew S. Rosemore 50 Chairman of the Board, Executive Vice President, Chief
Operating Officer and Treasurer
Lance B. Rosemore 48 President, Chief Executive Officer and Secretary
Jan F. Salit 46 Executive Vice President, Chief Investment Officer
and Assistant Secretary
Barry N. Berlin 36 Chief Financial Officer
Mary J. Brownmiller 42 Senior Vice President
Cheryl T. Murray 30 General Counsel
</TABLE>
For a description of the business experience of Dr. Andrew S. Rosemore
and Mr. Lance B. Rosemore, see "Election of Trust Managers" above.
MR. SALIT has been Executive Vice President of the Company since June
1993, and Chief Investment Officer and Assistant Secretary since January 1994.
He has also been Executive Vice President of PMC Capital since May 1993 and
Chief Investment Officer and Assistant Secretary of PMC Capital since March
1994. From 1979 to 1992, Mr. Salit was employed by Glenfed Financial
Corporation and its predecessor company Armco Financial Corporation, a
commercial finance company, holding various positions including Executive Vice
President and Chief Financial Officer.
MR. BERLIN has been Chief Financial Officer of the Company since June
1993. Mr. Berlin has also been Chief Financial Officer of PMC Capital since
November 1992. From August 1986 to November 1992, he was an audit manager with
Imber and Company, Certified Public Accountants. Mr. Berlin is a certified
public accountant.
MS. BROWNMILLER has been Senior Vice President of the Company since
June 1993. Ms. Brownmiller has also been Senior Vice President of PMC Capital
since 1992 and Vice President of PMC Capital since November 1989. From 1987 to
1989, she was Vice President for Independence Mortgage, Inc., a Small Business
Association ("SBA") lender. From 1976 to 1987, Ms. Brownmiller was employed by
the SBA, holding various positions including senior loan officer. Ms.
Brownmiller is a certified public accountant.
6
<PAGE> 9
MS. MURRAY has been General Counsel of the Company since March 1994.
Ms. Murray has also been General Counsel of PMC Capital since March 1994. From
1992 to 1994 she was associated with the law firm of Johnson & Gibbs, P.C. and
practiced in the financial services department. Ms. Murray earned her law
degree from Northwestern University School of Law.
ANNUAL AND LONG-TERM COMPENSATION
The Company's direction and policies are established by the Board of
Trust Managers and implemented by the President and Chief Executive Officer.
To assist in such implementation, the Company has retained PMC Advisers, Ltd.,
a Texas limited partnership and a wholly-owned subsidiary of PMC Capital (the
"Investment Manager"), pursuant to an Investment Management Agreement
originally entered into with the Investment Manager on December 27, 1993. The
Investment Management Agreement is an annual agreement which was last renewed
for one year in July 1996. Pursuant to the Investment Management Agreement,
the Investment Manager will, under the supervision of the trust managers,
identify, evaluate, structure and close the investments to be made by the
Company, arrange debt financing for the Company, subject to the approval of the
non-employee trust managers, and be responsible for monitoring the investments
made by the Company, including loan portfolio management and servicing. All of
the officers of the Company are officers of the Investment Manager.
Accordingly, executive officers of the Company are not paid directly by the
Company for their services as officers of the Company. However, in accordance
with the terms of the Employee Plan, each of the Company's executive officers
may be awarded options to purchase Common Shares.
None of the executive officers of the Company (the "Executive
Officers") was paid any compensation for their services to the Company during
the fiscal year ended December 31, 1996.
OPTION GRANTS
The following table sets forth information regarding stock options
granted to each of the Executive Officers under the Company's 1993 Employee
Share Option Plan in the fiscal year ended December 31, 1996.
<TABLE>
<CAPTION>
Potential Realizable
Value at
Number of % of Total Assumed Annual Rates
Securities Options of Share Price
Underlying Granted to Exercise Final Appreciation for
Options Granted Employees in Price Exercise Option Term
Name (#) Fiscal Year ($/Share) Date (5%) (10%)
---- --------------- ------------ --------- -------- ----------------
<S> <C> <C> <C> <C> <C> <C>
Dr. Andrew S.Rosemore 5,925 18% $16.875 12/13/01 $27,624 $61,042
Lance B. Rosemore 5,925 18% 16.875 12/13/01 27,624 61,042
Jan F. Salit 4,000 12% 16.875 12/13/01 18,649 41,209
Barry N. Berlin 4,000 12% 16.875 12/13/01 18,649 41,209
Mary J. Brownmiller 2,000 6% 16.875 12/13/01 9,325 20,605
Cheryl T. Murray 2,000 6% 16.875 12/13/01 9,325 20,605
</TABLE>
7
<PAGE> 10
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth, for each of the Executive Officers,
information regarding exercise of stock options during the fiscal year ended
December 31, 1996 and the value of unexercised stock options as of December 31,
1996. The closing price for the Common Shares, as reported by the American
Stock Exchange, on December 31, 1996 (the last trading day of the fiscal year)
was $17.75.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Value Options at the-Money Options at
on Realized December 31, 1996 December 31, 1996
Exercise (exercisable/unexercisable) (exercisable/unexercisable)
Name (#) ($) (#) ($)
---- ----------- ----------- --------------------------- ---------------------------
<S> <C> <C> <C> <C>
Dr. Andrew S. Rosemore 7,675 43,652 6,000(e)/ 12,000(e)/
5,925(u) 5,184(u)
Lance B. Rosemore 7,675 43,652 6,000(e)/ 12,000(e)/
5,925(u) 5,184(u)
Jan F. Salit 2,858 15,960 2,190(e)/ 5,426(e)/
5,920(u) 7,340(u)
Barry N. Berlin 3,514 19,666 1,920(e)/ 3,840(e)/
5,920(u) 7,340(u)
Mary J. Brownmiller 450 795 2,243(e)/ 10,852(e)/
2,600(u) 2,950(u)
Cheryl T. Murray 0 0 1,085(e)/ 4,437(e)/
2,500(u) 2,750(u)
</TABLE>
- ---------------------
(u) Options are not exercisable within 60 days of the date hereof.
(e) Options are exercisable within 60 days of the date hereof.
8
<PAGE> 11
PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return on the Common Shares, with the cumulative
total return of the S&P 500 Index and the PMC Commercial peers group
(consisting of Angeles Mortgage Investment, Metropolitan Realty Corporation,
Pittsburgh & West Virginia Railroad and Resort Income Investors (all mortgage
real estate investment trusts traded on the American Stock Exchange)) for the
period from December 19, 1993 (the date the Common Shares first became
available for public trading) through December 31, 1995, assuming the
investment of $100 on December 19, 1993 and the reinvestment of dividends. The
share price performance shown on the graph is not necessarily indicative of
future price performance.
The graph shall not be deemed to be soliciting material or to be filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended, or the Securities Exchange Act of 1934, as amended, or incorporated
by reference in any document so filed.
PMC COMMERCIAL TRUST
[GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
-----------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C>
INDEX 12/28/93 6/30/94 12/31/94 6/30/95 12/31/95 6/30/96 12/31/96
- ------------------------------------------------------------------------------------------------
PMC COMMERCIAL TRUST 100.00 98.27 84.49 109.94 128.23 128.00 153.59
S&P 500 100.00 95.70 100.37 120.65 138.08 152.01 169.65
PMC COMMERCIAL
COMMERICAL PEER GROUP 100.00 107.16 118.66 105.93 106.13 107.94 163.40
</TABLE>
9
<PAGE> 12
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 31, 1997, the only shareholder known to the management of
the Company to own beneficially more than 5% of the outstanding Common Shares
was as follows:
<TABLE>
<CAPTION>
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Owner Ownership of Class
------------------- --------- --------
<S> <C> <C>
Peter B. Cannell & Co., Inc. . . . . . . . . . 464,675 shares (1) 8.25%
919 Third Avenue
New York, New York 10022
</TABLE>
- ------------------
(1) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 10, 1997. Peter B. Cannell & Co.,
Inc. ("Cannell") is a registered investment adviser and the shares
reported on the Schedule 13G are held in client discretionary
investment advisory accounts. While Cannell may be deemed to be the
beneficial owner of these shares under the rules of the Securities and
Exchange Commission, Cannell disclaims any beneficial interest of all
such Common Shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of outstanding Common Shares
beneficially owned, directly or indirectly, by each trust manager and nominee
for trust manager, each Executive Officer and all trust managers and Executive
Officers of the Company as a group, and the components of such beneficial
ownership, at March 31, 1997. Each trust manager, nominee for trust manager or
Executive Officer has sole voting and investment power over the Common Shares
indicated below as being beneficially owned by such person.
<TABLE>
<CAPTION>
Common Shares Percent of
Common Shares Unexercised of Beneficial Common Shares of
of Beneficial Options Interest Owned Beneficial Interest
Interest Owned (Exercisable) Beneficially Owned Beneficially
-------------- ------------- ------------ -------------------
<S> <C> <C> <C> <C>
Dr. Andrew S. Rosemore(1) 121,060 0 121,060 2.0
Lance B. Rosemore(2) 35,861 0 35,861 *
Jan F. Salit 5,989 1,085 7,074 *
Barry N. Berlin(3) 5,066 1,920 6,986 *
Mary J. Brownmiller 450 2,243 2,693 *
Cheryl T. Murray 1,000 500 1,500 *
Nathan G. Cohen(4) 3,600 4,000 7,600 *
</TABLE>
10
<PAGE> 13
<TABLE>
<S> <C> <C> <C> <C>
Dr. Martha Greenberg(5) 50,406 2,000 52,406 *
Roy H. Greenberg 1,000 4,000 5,000 *
Irving Munn(6) 1,000 4,000 5,000 *
Dr. Ira Silver 1,000 2,000 3,000 *
Trust Managers (including
nominees) and Executive
Officers as a group (11
persons) 225,432 21,248 246,680 4.0%
</TABLE>
_____________________
* Less than 1%.
(1) Includes 90,740 shares held in his individual retirement accounts,
3,870 held in a trust of which Dr. Rosemore is the beneficiary,
11,975 shares held by a partnership of which Dr. Rosemore and his
wife are general partners and 800 shares held in the name of his
children.
(2) Includes 1,086 shares held in the name of his minor children, and
5,100 shares held in a trust of which Mr. Rosemore is the
beneficiary, 537 shares held in an individual retirement account and
82 shares held in the name of his wife.
(3) Includes 59 shares held in the name of his minor child.
(4) Includes 1,200 shares held in the name of his wife.
(5) Does not include 300 shares held by her husband.
(6) Includes 200 shares held in the name of his minor children.
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Management recommends that shareholders ratify the Board of Trust
Managers' selection of Coopers & Lybrand L.L.P. as independent public
accountants of the Company for the year ending December 31, 1997. Coopers &
Lybrand L.L.P. has examined the accounts of the Company since its
organization. Representatives of Coopers & Lybrand L.L.P. are expected to be
present at the Annual Meeting and will have an opportunity to make a statement
if they desire to do so. In addition, such representatives are expected to be
available to respond to appropriate questions from shareholders.
Coopers & Lybrand L.L.P. has provided the Company with audit services
since June 1993. Services provided included the examination of annual
financial statements, review and consultation regarding filings with the
Securities and Exchange Commission, assistance with management's evaluation of
internal accounting controls and consultation on financial accounting and
reporting matters.
11
<PAGE> 14
THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE FOR THE
RATIFICATION OF COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC
ACCOUNTANTS OF THE COMPANY.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the Company's knowledge, based solely on the review of the copies
of such reports filed with the Securities and Exchange Commission furnished to
the Company and written representations of its incumbent trust managers and
officers that no other reports were required, during the fiscal year ended
December 31, 1996, all Section 16(a) filing requirements were complied with.
OTHER MATTERS
Management of the Company is not aware of any other matters to be
presented for action at the Annual Meeting; however, if any such matters are
properly presented for action, it is the intention of the persons named in the
enclosed form of proxy to vote in accordance with their best judgment on such
matters.
Proposals of shareholders intended to be presented at the 1998 annual
meeting of shareholders of the Company must be received at the Company's
principal executive offices no later than December 19, 1997, in order to be
included in the proxy statement and form of proxy for such meeting.
It is important that proxies be returned promptly to avoid unnecessary
expense. Shareholders are urged, regardless of the number of Common Shares
owned, to date, sign and return the enclosed proxy.
By Order of the Board of Trust Managers
LANCE B. ROSEMORE
Secretary
Dated: April 7, 1997
12
<PAGE> 15
REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF TRUST MANAGERS
OF PMC COMMERCIAL TRUST
The undersigned hereby appoint(s) Barry N. Berlin and Jan F. Salit, or
either of them, with full power of substitution and resubstitution, proxies of
the undersigned, with all of the powers that the undersigned would possess if
personally present, to cast all votes which the undersigned would be entitled
to cast at the Annual Meeting of Shareholders (the "Annual Meeting") of PMC
Commercial Trust (the "Company") to be held on Wednesday, May 14, 1997, at the
offices of the Company, 17290 Preston Road, 3rd Floor, Dallas, Texas,
commencing at 11:00 a.m., local time, and any and all adjournments thereof,
including (without limiting the generality of the foregoing) to vote and act
as follows:
(CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE)
<PAGE> 16
PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF SHAREHOLDERS
PMC COMMERCIAL TRUST
MAY 14, 1997
PLEASE DETACH AND MAIL IN THE ENVELOPE PROVIDED
- ------------------------------------------------------------------------------
A [X] Please mark your
votes as in this
example.
1. ELECTION OF TRUST MANAGERS
[ ] FOR the nominees
listed at right Nominees: Nathan G. Cohen
(except as indicated
to the contrary) Martha R. Greenberg
[ ] WITHHOLD Roy H. Greenberg
AUTHORITY
to vote for the Irving Munn
nominees listed at right
Andrew S. Rosemore
Lance B. Rosemore
Ira Silver
Instruction: To withhold authority to vote for any individual
nominee(s), write the nominee(s) name:
---------------------------------------------------
---------------------------------------------------
2. Proposal to ratify the appointment of Coopers &
Lybrand L.L.P. as independent public accountants
for the Company for the fiscal year ending
December 31, 1997.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING.
THIS PROXY WILL BE VOTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF IN
ACCORDANCE WITH THE INSTRUCTIONS SET FORTH ABOVE OR, IN THE EVENT NO
INSTRUCTIONS ARE SET FORTH, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES
FOR TRUST MANAGER AND FOR PROPOSAL 2. THIS PROXY HEREBY REVOKES ALL PRIOR
PROXIES GIVEN WITH RESPECT TO THE SHARES OF THE UNDERSIGNED.
YOUR BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
EACH OF THE NOMINEES FOR TRUST MANAGER AND FOR PROPOSAL 2. ACCORDINGLY, PLEASE
COMPLETE, SIGN, DATE AND RETURN THIS PROXY IN THE ENVELOPE PROVIDED FOR SUCH
PURPOSE. NO POSTAGE IS REQUIRED FOR MAILING IN THE UNITED STATES.
Signature(s) Dated:
----------------------------------------- -------------------
Important: Please date this proxy and sign exactly as your name appears
above. If shares are held by joint tenants, both should sign.
When signing as attorney, executor, administrator, trustee or
guardian, please give title as such. If a corporation, please
sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by
authorized person.
