<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:
<TABLE>
<S> <C>
[ ] 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-2.
</TABLE>
PMC COMMERCIAL TRUST, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than 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 0-12.
(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 THURSDAY MAY 14, 1998
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 Thursday, May 14, 1998, 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, 1998; 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, 1998, 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,
1997 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
/s/ LANCE B. ROSEMORE
Lance B. Rosemore
Secretary
Dated: April 14, 1998
<PAGE> 3
PMC COMMERCIAL TRUST
17290 PRESTON ROAD, 3RD FLOOR
DALLAS, TEXAS 75252
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD THURSDAY MAY 14, 1998
This Proxy Statement, together with the enclosed proxy, is being sent
on or about April 14, 1998, 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 Thursday, May 14, 1998, at 11:00 a.m.
The Board of Trust Managers of the Company solicits your proxy in the form
enclosed.
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.
RECORD DATE; 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, 1998 (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 6,506,455 Common
Shares.
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, 1998. 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 the year ended
December 31, 1997, 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, 1998.
<PAGE> 4
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 later-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).
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.
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, 1998.
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
2
<PAGE> 5
certain other information. THE BOARD OF TRUST MANAGERS UNANIMOUSLY RECOMMENDS A
VOTE FOR EACH OF THE NOMINEES.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION TRUST MANAGER SINCE
---- --- -------------------- -------------------
<S> <C> <C> <C>
Nathan G. Cohen 52 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.
Martha R. Greenberg 46 Dr. Greenberg has practiced optometry for 24 May 1996
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 40 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 49 Mr. Munn has been a principal of Kaufman, September 1993
Munn and Associates, P.C., a public accounting
firm, or its predecessors, since 1990 and
President since 1993.
Andrew S. Rosemore 51 Dr. Rosemore has been Chairman of the Board June 1993
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 49 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 and employed by that
company since 1979. Mr. Rosemore has been
a director of PMC Capital since 1983.
</TABLE>
3
<PAGE> 6
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION TRUST MANAGER SINCE
---- --- -------------------- -------------------
<S> <C> <C> <C>
Ira Silver 53 Dr. Silver has been employed by J.C. Penney May 1996
Co., Inc. since 1978, is currently their Chief
Economist and since 1988 has been a Manager
of Forecasting and Analysis 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, 1997, the Board of Trust Managers
held four regular meetings and one special telephonic meeting. 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, 1997,
held one meeting.
COMPENSATION OF TRUST MANAGERS
During 1997, 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, 1997, Messrs. Cohen and Munn received $2,500 and Drs. Greenberg and Silver
and Mr. Greenberg received $2,000 for services rendered as trust managers.
The Company's 1993 Trust Managers Share Option Plan as amended (the
"Trust Managers Plan") automatically grants options to purchase 2,000 Common
Shares to each non-employee trust manager on the first business day of June
after such trust manager takes office and additional options to purchase 1,000
Common Shares are granted on the first business day of June thereafter 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 1997, each of Messrs. Greenberg and Munn was granted an option to acquire
1,000 Common Shares on June 1, 1997, at an exercise price of $16.9688 per share;
Mr. Cohen was granted an option to acquire 1,000 Common Shares on May 10, 1997,
at an exercise price of $17.25 per share; and each of Drs. Greenberg and Silver
was granted an option to acquire 1,000 Common Shares on May 23, 1997, at an
exercise price of $17.1563 per share.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no Compensation Committee and no salaried employees.
4
<PAGE> 7
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>
Andrew S. Rosemore 51 Chairman of the Board, Executive Vice President, Chief
Operating Officer and Treasurer
Lance B. Rosemore 49 President, Chief Executive Officer and Secretary
Jan F. Salit 47 Executive Vice President, Chief Investment Officer
and Assistant Secretary
Barry N. Berlin 37 Chief Financial Officer
Mary J. Brownmiller 43 Senior Vice President
Cheryl T. Murray 31 General Counsel
</TABLE>
For a description of the business experience of Andrew S. Rosemore and
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.
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 an indirect 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 1997 as amended September 1997. 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.
5
<PAGE> 8
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 by the Company for their services to the
Company during the fiscal year ended December 31, 1997.
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, 1997.
<TABLE>
<CAPTION>
Potential Realizable
Value at
% of Total Assumed Annual Rates
Number of Securities Options of Share Price
Underlying Options Granted to Appreciation for
Granted Employees in Exercise Price Final Exercise Option Term
Name (#) Fiscal Year ($/Share) Date (5%) (10%)
---- -------------------- ------------ --------------- -------------- ------------------------------
<S> <C> <C> <C> <C> <C>
Andrew S. Rosemore 5,000 8.7% $19.7813 12/13/02 $27,326 $60,383
Lance B. Rosemore 5,000 8.7% 19.7813 12/13/02 27,326 60,383
Jan F. Salit 4,500 7.9% 19.7813 12/13/02 24,593 54,345
Barry N. Berlin 4,500 7.9% 19.7813 12/13/02 24,593 54,345
Mary J. Brownmiller 2,500 4.4% 19.7813 12/13/02 13,663 30,192
Cheryl T. Murray 2,500 4.4% 19.7813 12/13/02 13,663 30,192
</TABLE>
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, 1997 and the value of unexercised stock options as of December 31,
1997. The closing price for the Common Shares, as reported by the American Stock
Exchange, on December 31, 1997 (the last trading day of the fiscal year) was
$19.875.
<TABLE>
<CAPTION>
Number of Securities Underlying
Shares Unexercised Value of Unexercised In-
Acquired Options at the-Money Options at
on Value December 31, 1997 December 31, 1997
Exercise Realized (exercisable/unexercisable) (exercisable/unexercisable)
Name (#) ($) (#) ($)
---- --------- -------- -------------------------------- ---------------------------
<S> <C> <C> <C> <C>
Andrew S. Rosemore 6,000 13,500 5,925(e)/ 17,775(e)/
5,000(u) 469(u)
Lance B. Rosemore 6,000 13,500 5,925(e)/ 17,775(e)/
5,000(u) 469(u)
Jan F. Salit 4,110 16,116 4,000(e)/ 12,000(e)/
4,500(u) 422(u)
Barry N. Berlin 3,840 16,070 4,000(e)/ 12,000(e)/
4,500(u) 422(u)
Mary J. Brownmiller 853 6,877 3,990(e)/ 17,270(e)/
2,500(u) 234(u)
Cheryl T. Murray 885 4,752 2,700(e)/ 8,888(e)/
2,500(u) 234(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.
6
<PAGE> 9
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, Starwood Financial Trust, 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, 1997, 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
TOTAL RETURN PERFORMANCE
[CHART]
<TABLE>
<CAPTION>
INDEX 12/28/93 12/31/94 12/31/95 12/31/96 12/31/97
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
PMC Commercial Trust 100.00 84.49 128.23 153.59 187.53
S & P 500 100.00 100.37 138.08 169.65 226.27
PMC Commercial Peer Group 100.00 104.40 99.56 134.05 202.62
</TABLE>
7
<PAGE> 10
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 31, 1998, 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
Name and Address of Beneficial Percent
of Beneficial Owner Ownership of Class
------------------- ------------------ --------
<S> <C> <C>
Peter B. Cannell & Co., Inc......................... 496,150 shares (1) 7.8%
645 Madison Avenue
New York, New York 10022
</TABLE>
- ------------------
(1) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on January 28, 1998. 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, 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, 1998.
Each 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>
Percent of
Common Shares Common Shares
Common Shares Unexercised of Beneficial of Beneficial
of Beneficial Options Interest Owned Interest Owned
Interest Owned Exercisable Beneficially Beneficially
----------------- ----------------- ----------------- -----------------
<S> <C> <C> <C> <C>
Andrew S. Rosemore(1) 127,985 0 127,985 2.0%
Lance B. Rosemore(2) 42,022 0 42,022 *
Jan F. Salit 6,741 4,000 10,741 *
Barry N. Berlin(3) 5,907 4,000 9,907 *
Mary J. Brownmiller 853 3,990 4,786 *
Cheryl T. Murray 1,300 2,700 4,000 *
Nathan G. Cohen(4) 3,600 5,000 8,600 *
Dr. Martha Greenberg(5) 53,222 3,000 56,222 *
Roy H. Greenberg 1,000 5,000 6,000 *
Irving Munn(6) 1,000 5,000 6,000 *
Dr. Ira Silver 1,000 3,000 4,000 *
Trust Managers and Executive
Officers as a group (11 persons) 244,630 35,690 280,320 4.3%
</TABLE>
---------------------
* Less than 1%.
8
<PAGE> 11
(1) Includes 91,740 shares held in his individual retirement accounts,
3,870 shares 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 1,322 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 84 shares held in the name of his minor child.
(4) Includes 1,500 shares held in the name of his wife.
(5) Includes 3,000 shares held in an individual retirement account,
4,810 shares held in a trust of which Dr. Greenberg is the
beneficiary and 1,881 shares held in the name of her children. 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, 1998. 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.
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,
1997, 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 1999 annual
meeting of shareholders of the Company must be received at the Company's
principal executive offices no later than December 18, 1998, 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
/s/ LANCE B. ROSEMORE
LANCE B. ROSEMORE
Secretary
Dated: April 14, 1998
9
<PAGE> 12
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 Thursday, May 14, 1998, 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> 13
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<CAPTION>
Please Detach and Mail in the Envelope Provided
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<S> <C> <C>
A [X] Please mark your
votes as in this
example.
FOR the nominees WITHHOLD
listed at right AUTHORITY
(except as indicated to to vote for the
the contrary) nominees listed at right NOMINEES: Nathan G. Cohen
1. ELECTION OF
TRUST [ ] [ ] Martha R. Greenberg
MANAGERS.
Roy H. Greenberg
Instruction: To withhold authority to vote for any individual
nominee(s), write the name(s) here: Irving Munn
Andrew S. Rosemore
____________________________________________________________
Lance B. Rosemore
____________________________________________________________
Ira Silver
FOR AGAINST ABSTAIN
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, 1998.
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) ________________________________________________________________ Date: _________________________________ 1998
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.
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