<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 Rule 14a-11(c) or Rule 14a-12
</TABLE>
PMC Commercial Trust
- --------------------------------------------------------------------------------
(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)(1) 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
18111 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75252
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY MAY 12, 1999
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 18111 Preston Road, Suite 600, Dallas, Texas,
on Wednesday, May 12, 1999, 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 PricewaterhouseCoopers LLP as
independent public accountants for the Company for the year ending
December 31, 1999; 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
April 2, 1999, 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,
1998 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 12, 1999
<PAGE> 3
PMC COMMERCIAL TRUST
18111 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75252
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY MAY 12, 1999
This Proxy Statement, together with the enclosed proxy, is being sent
on or about April 12, 1999, 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 18111
Preston Road, Suite 600, Dallas, Texas on Wednesday, May 12, 1999, 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 April 2, 1999 (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 6,523,311 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 PricewaterhouseCoopers LLP as independent public accountants for
the Company for the year ending December 31, 1999. 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, 1998, 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
1
<PAGE> 4
this Proxy Statement and FOR the ratification of the selection of
PricewaterhouseCoopers LLP as independent public accountants for the Company for
the year ending December 31, 1999.
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
PricewaterhouseCoopers LLP as independent public accountants for the Company for
the year ending December 31, 1999.
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
2
<PAGE> 5
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.
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION TRUST MANAGER SINCE
---- --- -------------------- -------------------
<S> <C> <C>
Nathan G. Cohen 53 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 47 Dr. Greenberg has practiced optometry for May 1996
25 years in Russellville, Alabama and
currently serves as Chairman of 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 41 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 50 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 52 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 1989.
</TABLE>
3
<PAGE> 6
<TABLE>
<S> <C> <C>
Lance B. Rosemore 50 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.
Ira Silver 54 Dr. Silver has been employed by J.C. May 1996
Penney 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, 1998, the Board of Trust Managers
held four regular meetings and three 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, 1998,
held one meeting.
COMPENSATION OF TRUST MANAGERS
During 1998, the non-employee members of the Board of Trust Managers
received a retainer of $4,000 and 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, 1998, Messrs. Cohen and Munn and Drs. Greenberg and
Silver received $7,500 and Mr. Greenberg received $8,000 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 1998, each of Messrs. Cohen, Greenberg and Munn and Drs. Greenberg and Silver
was granted an option to acquire 1,000 Common Shares on June 1, 1998, at an
exercise price of $19.875 per share.
4
<PAGE> 7
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>
Andrew S. Rosemore 52 Chairman of the Board, Executive Vice President, Chief
Operating Officer and Treasurer
Lance B. Rosemore 50 President, Chief Executive Officer and Secretary
Jan F. Salit 48 Executive Vice President, Chief Investment Officer
and Assistant Secretary
Barry N. Berlin 38 Chief Financial Officer
Mary J. Brownmiller 44 Senior Vice President
Cheryl T. Murray 32 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 Investment Management Agreements, the
first of which was originally entered into with the Investment Manager on
December 27, 1993 for management of the Company's loans. The Company's
5
<PAGE> 8
property acquisitions are supervised pursuant to a separate agreement entered
into in June 1998. The Investment Management Agreements are annual agreements up
for renewal in June 1999. 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. 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 by the Company for their services to the
Company during the fiscal year ended December 31, 1998.
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, 1998.
<TABLE>
<CAPTION>
Potential Realizable
Value at
Number of % of Total Assumed Annual Rates
Securities Options Of Share Price
Underlying Options Granted to Appreciation for
Granted Employees in Exercise Price Final Option Term
Name (#) Fiscal Year ($/Share) Exercise Date (5%) (10%)
---- ----- ---- -------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Andrew S. Rosemore 5,250 9.6% $17.8125 12/03/03 $25,837 $57,092
Lance B. Rosemore 5,250 9.6% $17.8125 12/03/03 25,837 57,092
Jan F. Salit 4,750 8.7% $17.8125 12/03/03 23,376 51,655
Barry N. Berlin 4,750 8.7% $17.8125 12/03/03 23,376 51,655
Mary J. Brownmiller 2,750 5.0% $17.8125 12/03/03 13,533 29,905
Cheryl T. Murray 2,750 5.0% $17.8125 12/03/03 13,533 29,905
</TABLE>
6
<PAGE> 9
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, 1998 and the value of unexercised stock options as of December 31,
1998. The closing price for the Common Shares, as reported by the American Stock
Exchange, on December 31, 1998 (the last trading day of the fiscal year) was
$16.625.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Options at The-Money Options at
on Value December 31, 1998 December 31, 1998
Exercise Realized (exercisable/unexercisable) (exercisable/unexercisable)
Name (#) ($) (#) ($)
---- -------- -------- ------------------------- ---------------------------
<S> <C> <C> <C>
Andrew S. Rosemore 5,925 16,294 5,000(e)/ - (e)/
5,250(u) - (u)
Lance B. Rosemore 5,925 16,294 5,000(e)/ - (e)/
5,250(u) - (u)
Jan F. Salit - - 8,500(e)/ - (e)/
4,750(u) - (u)
Barry N. Berlin - - 8,500(e)/ - (e)/
4,750(u) - (u)
Mary J. Brownmiller 790 4,543 5,700(e)/ 1,050(e)/
2,750(u) - (u)
Cheryl T. Murray - - 5,200(e)/ 613(e)/
2,750(u) - (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.
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 SNL All Hybrid REITs index for the
period from December 19, 1993 (the date the Common Shares first became available
for public trading) through December 31, 1998, assuming the investment of $100
on December 19, 1993 and the reinvestment of dividends. The SNL All Hybrid REITs
index consists of those real estate investment trusts identified by SNL
Securities which own both mortgage loans and equity interests in real estate,
which are traded on the New York Stock Exchange, the American Stock Exchange and
the Nasdaq Stock Market's National Market. The entities included in the SNL All
Hybrid REITs index include substantially all of the members of PMC Commercial's
peer group as identified in its 1998 Proxy Statement. 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.
7
<PAGE> 10
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
PERIOD ENDING
----------------------------------------------------------------------------------------
INDEX 12/28/93 12/31/94 12/31/95 12/31/96 12/31/97 12/31/98
- ----- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
PMC Commercial Trust 100.00 84.49 128.23 153.59 187.53 173.08
S & P 500 100.00 100.37 138.08 169.65 226.27 290.92
SNL All Hybrid REITs 100.00 104.04 130.63 167.27 197.86 137.75
</TABLE>
8
<PAGE> 11
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 31, 1999, 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. 512,575 shares (1) 7.87%
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 February 5, 1999. 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, 1999.
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) 158,985 5,000 163,985 2.5%
Lance B. Rosemore(2) 53,159 5,000 58,159 *
Jan F. Salit 7,741 8,500 16,241 *
Barry N. Berlin(3) 5,915 8,500 14,415 *
Mary J. Brownmiller 1,053 5,700 6,753 *
Cheryl T. Murray 1,500 5,200 6,700 *
Nathan G. Cohen(4) 3,600 6,000 9,600 *
Martha Greenberg(5) 58,331 4,000 62,331 *
Roy H. Greenberg 3,000 4,000 7,000 *
Irving Munn(6) 3,000 4,000 7,000 *
Ira Silver 1,000 4,000 5,000 *
Trust Managers and Executive
Officers as a group (11 persons) 297,284 59,900 357,184 5.5%
- ---------------------
</TABLE>
*Less than 1%.
(1) Includes 120,740 shares held in his individual retirement accounts,
3,870 shares held in a trust of which Dr. Rosemore is the beneficiary,
13,575 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 1,460 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 90 shares held in the name of his minor child.
9
<PAGE> 12
(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
2,088 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 PricewaterhouseCoopers LLP as independent public
accountants of the Company for the year ending December 31, 1999.
PricewaterhouseCoopers LLP has examined the accounts of the Company since its
organization. Representatives of PricewaterhouseCoopers LLP 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.
PricewaterhouseCoopers LLP 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
PRICEWATERHOUSECOOPERS LLP 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,
1998, 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 2000 annual
meeting of shareholders of the Company must be received at the Company's
principal executive offices no later than December 17, 1999, 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 12, 1999
10
<PAGE> 13
PMC COMMERCIAL TRUST
This Proxy is Solicited on Behalf of the Board of Trust Managers
The undersigned hereby appoints Jan F. Salit and Barry N. Berlin, and
each of them, Proxies with power of substitution, and hereby authorizes them to
represent and to vote, as designated below, all of the common shares of
beneficial interest of PMC Commercial Trust held of record by the undersigned on
April 2, 1999, at the Annual Meeting of Shareholders to be held in Dallas, Texas
on Wednesday, May 12, 1999, at 11:00 a.m., local time, and at all adjournments
thereof, with all powers the undersigned would possess if personally present. In
their discretion, the Proxies are authorized to vote upon such other business
that may properly come before the meeting.
1. ELECTION OF TRUST [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
MANAGERS below (except as marked to vote for all
to the contrary below) nominees listed
below
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
Nathan G. Cohen, Martha R. Greenberg, Roy H. Greenberg,
Irving Munn, Andrew S. Rosemore, Lance B. Rosemore, Ira Silver
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent public accountants for 1999.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made this proxy will be voted
"FOR" Items 1 and 2.
<PAGE> 14
Please sign exactly as the name appears on this Proxy. When shares are held by
joint tenants, both should sign, and for signing as attorney, as executor, as
administrator, trustee or guardian, please give full title as such. If held by a
corporation, please sign in the full corporate name by the president or other
authorized officer. If held by a partnership, please sign in the partnership
name by an authorized person.
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Signature
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Signature if held jointly
Dated: , 1999
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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