SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ X ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
The Gabelli Global Multimedia Trust Inc
(Name of Registrant as Specified In Its Charter)
. . . . . . . . . .
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ X ] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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>
May 26, 1998
Dear Fellow Shareholder:
I am writing to invite you to attend the Annual Meeting of Stockholders
of The Gabelli Global Multimedia Trust, which will be held at 9:30 a.m. on
Friday, June 29, 1998, at the Cole Auditorium, Greenwich Public Library, 101
West Putnam Avenue, Greenwich, Connecticut.
At the Annual Meeting, one of the proposals that shareholders will be
asked to vote upon is a proposal to ratify authority to issue senior securities.
I would like you to personally focus your attention on our enclosed Proxy.
At last year's meeting, your Board of Directors recommended and you
approved a resolution that allows us to issue senior securities. On June 4,
1997, the Trust successfully completed its offering of cumulative preferred
stock which was rated `aaa' by Moody's Investors Service Inc. Common
shareholders have since benefited from this preferred stock offering as our
returns have exceeded the cost of preferred stock distributions.
The Trust is now being sued by shareholders whose goal is to rescind
the outcome of the original vote in 1997 and the issuance of the preferred
stock, or to seek unspecified damages. Your Board believes the Trust will
continue to benefit from the issuance of preferred stock and at the same time
wants to avoid the drain on the Trust's resources caused by these lawsuits. Your
Board believes this is beneficial to you as a common shareholder and believes
your favorable vote would ratify the propriety of the outstanding preferred
stock and confirm that you want to give your Board the authority to act in your
interest. While the Board hopes this will end the current litigation, at a
minimum it sends a clear signal that the shareholders have spoken again.
Thank you for the confidence you have placed in The Gabelli Global
Multimedia Trust.
Sincerely,
Mario J. Gabelli
GBFCSLPR98
<PAGE>
The Gabelli Global Multimedia Trust Inc.
One Corporate Center
Rye, New York 10580-1434
(914) 921-5070
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 29, 1998
-------------
To the Shareholders of
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Global Multimedia Trust Inc. (the "Trust") will be
held at the Cole Auditorium, Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830, on Monday, June 29, 1998, at 9:30 a.m., for the
following purposes:
1. To elect four Directors of the Trust; two to be elected by the
holders of the Trust's Common Stock and holders of its 7.92%
Cumulative Preferred Stock ("Preferred Stock") voting together
as a single class, and two to be elected by the holders of the
Preferred Stock voting as a separate class (Proposal 1);
2. To ratify the selection of Price Waterhouse LLP as the
independent accountants of the Trust for the year ending
December 31, 1998 (Proposal 2);
3. To ratify authority to issue senior securities (Proposal 3); and
4. To consider and vote upon such other matters as may properly
come before said Meeting or any adjournment thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on May 8, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting and any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
TRUST. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE
COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
By Order of the Directors
JAMES E. MCKEE
Secretary
June ___, 1998
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of
assistance to you and avoid the time and expense to the Trust involved in
validating your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears
in the registration on the proxy
card.
2. Joint Accounts: Either party may sign, but the name of the
party signing should conform exactly to the name shown in the
registration.
3. All Other Accounts: The capacity of the individuals signing
the proxy card should be indicated unless it is reflected in
the form of registration. For example:
Registration Valid Signature
Corporate Accounts
(1) ABC Corp................................... ABC Corp.
(2) ABC Corp............................ John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer......... John Doe
(4) ABC Corp., Profit Sharing Plan...... John Doe, Trustee
Trust Accounts
(1) ABC Trust...........................Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78..................Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA... John B. Smith
(2) John B. Smith...............John B. Smith, Jr., Executor
<PAGE>
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
----------
ANNUAL MEETING OF SHAREHOLDERS
June 29, 1998
----------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation
of proxies by the Directors of The Gabelli Global Multimedia Trust Inc. (the
"Trust") for use at the Annual Meeting of Shareholders of the Trust to be held
on Monday, June 29, 1998, at 9:30 a.m., at the Cole Auditorium, Greenwich Public
Library, 101 West Putnam Avenue, Greenwich, Connecticut, and at any adjournments
thereof (the "Meeting"). A Notice of Meeting of Shareholders and a proxy card
accompany this Proxy Statement.
In addition to the solicitation of Proxies by mail, officers of the
Trust and officers and regular employees of Boston EquiServe, the Trust's
transfer agent, and affiliates of Boston EquiServe or other representatives of
the Trust also may solicit proxies by telephone, telegraph or in person. In
addition, the Trust has retained Georgeson and Company Inc. to assist in the
solicitation of Proxies for a minimum fee of $6,000 plus reimbursement of
expenses. The costs of solicitation and the expenses incurred in connection with
preparing the Proxy Statement and its enclosures will be paid by the Trust. The
Trust will reimburse brokerage firms and others for their expenses in forwarding
solicitation materials to the beneficial owners of shares. The Trust's most
recent annual report is available upon request, without charge, by writing the
Trust at One Corporate Center, Rye, New York, 10580-1434 or calling the Trust at
1-800-422-3554.
If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares represented thereby will be voted FOR the
election of the nominees as Directors and FOR Proposals 2 and 3 listed in the
accompanying Notice of Annual Meeting of Shareholders, unless instructions to
the contrary are marked thereon, and in the discretion of the proxy holders as
to the transaction of any other business that may properly come before the
Meeting. Any shareholder who has given a Proxy has the right to revoke it at any
time prior to its exercise either by attending the Meeting and voting his or her
shares in person or by submitting a letter of revocation or a later-dated Proxy
to the Trust at the above address prior to the date of the Meeting.
In the event a quorum is present at the Meeting but sufficient votes to
approve any of the proposed items are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies. A shareholder vote may be taken on one or more of the
proposals in this Proxy Statement prior to such adjournment if sufficient votes
have been received and it is otherwise appropriate. Any such adjournment will
require the affirmative vote of a majority of those shares present at the
Meeting in person or by proxy and the persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST any such proposal in
their discretion.
The close of business on May 8, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
Each shareholder is entitled to one vote for each full share and an
appropriate fraction of a vote for each fractional share held. On the record
date there were 10,885,115 shares of common stock ("Common Stock") outstanding
and 1,250,000 shares of cumulative preferred stock ("Preferred Stock")
outstanding.
To the knowledge of the management of the Trust, no person owns of
record or beneficially 5% or more of the shares of the Trust except that, as of
May 8, 1998, 9,268,341 shares of Common Stock and 1,231,150 shares of Preferred
Stock were held of record by Cede & Co., a nominee partnership of The Depository
Trust Company. Of the Trust's shares, 1,728,730 shares of Common Stock and
631,441 shares of Preferred Stock, representing 15.9% and 50.5% of the
outstanding common and preferred shares, respectively, of the Trust, are held by
The Depository Trust Company as nominee for Salomon Smith Barney Inc.,
representing approximately 9,192 discretionary and non-discretionary accounts.
This Proxy Statement is first being mailed to shareholders on or about
June ____, 1998.
<PAGE>
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Proposal Common Stockholders Preferred Stockholders
1. Election of Directors Common and Preferred Stockholders, Common and Preferred Stockholders,
voting together as a single class, voting together as a single class,
elect two Directors: Mario J. elect two Directors: Mario J.
Gabelli and Thomas E. Bratter Gabelli and Thomas E. Bratter
Preferred Stockholders, voting as a
separate class, elect two
Directors: Felix J. Christiana and
James P. Conn
2. Selection of Accountant Common and Preferred Stockholders, voting together as a single class
3. Ratification of Authority to Common and Preferred Stockholders, voting
together as a single class Issue Senior Securities
4. Other Business Common and Preferred Stockholders, voting together as a single class
</TABLE>
PROPOSAL 1: TO ELECT FOUR DIRECTORS OF THE TRUST
At the Meeting, three of the eight Directors of the Trust are to be
elected to hold office for a period of three years and until their successors
are elected and qualified. Mr. Conn is being considered for election by holders
of Preferred Stock for a two year period and until his successor is elected and
qualified. The Board of Directors is divided into three classes. Each year the
term of office of one class will expire. Unless authority is withheld, it is the
intention of the persons named in the proxy to vote the proxy FOR the election
of the nominees named below. Each nominee has indicated that he will serve if
elected, but if any nominee should be unable to serve, the proxy will be voted
for any other person determined by the persons named in the proxy in accordance
with their judgment. Each of the Directors of the Trust has served in that
capacity since the April 6, 1994 organizational meeting of the Trust.
Under the Trust's Articles of Incorporation and the Investment Company
Act of 1940, as amended (the "1940 Act"), holders of Preferred Stock, voting as
a separate class, are entitled to elect two Directors, and holders of the Common
Stock and Preferred Stock, voting as a single class, are entitled to elect the
remaining Directors, subject to the provisions of the 1940 Act and the Trust's
Articles of Incorporation and By-Laws. The holders of Preferred Stock would
elect the minimum number of additional Directors that would represent a majority
of the Directors in the event that dividends on Preferred Stock are in arrears
for two full years. Felix J. Christiana and James P. Conn have been selected to
represent holders of Preferred Stock and are nominees for election exclusively
by holders of Preferred Stock to the Trust's Board of Directors.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Number and Percentage of
Position with the Trust, Shares Beneficially Owned**
Business Experience During Directly or Indirectly on
Name and Business Address Past Five Years, Age and Date Term Expires May 8, 1998
- ------------------------- - ------------------------ -----------
Nominees to Serve Until 2001 Annual Meeting of Shareholders Common Preferred
- ----------------------------------------------------------- ------ ---------
*Mario J. Gabelli, CFA Chairman of the Board of Directors 338,779 0
One Corporate Center and President of the Trust. Chairman of the Board, Chief (3.11%)
Rye, NY 10580-1434 Executive Officer and Chief Investment
Officer of Gabelli Funds, Inc. and GAMCO
Investors, Inc.; Chairman of the Board and
Chief Executive Officer of Lynch Corporation
(diversified manufacturing and
communications services company); Director
of East/West Communications, Inc.
(communications services company); Governor
of the American Stock Exchange. Mr. Gabelli
is 55 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)
Dr. Thomas E. Bratter Director of the Trust. Director, President 1,182*** 0
One Corporate Center and Founder, The John Dewey Academy
Rye, NY 10580-1434 (residential college preparatory therapeutic
high school). Dr. Bratter is 57 years old.
(10)
Felix J. Christiana Director of the Trust. Retired; formerly 3,324*** 2,000***
One Corporate Center Senior Vice President of Dollar Dry Dock
Rye, NY 10580-1434 Savings Bank. Mr. Christiana is 72 years
old. (1)(2)(3)(4)(5)(8)(10)(13)
Nominee to Serve Until 2000 Annual Meeting of Shareholders
James P. Conn Director of the Trust. Managing Director and 10,352*** 1,000***
One Corporate Center Chief Investment Officer of Financial
Rye, NY 10580-1434 Security Assurance Holdings Ltd. since 1992;
Director of Meditrust Corporation (real
estate investment trust); Director of First
Republic Bank. Mr. Conn is 60 years old.
(1)(2)(10)(14)
</TABLE>
<PAGE>
The following Directors of the Trust will continue to serve in such
capacity until their terms of office expire and their successors are elected and
qualified.
<TABLE>
<CAPTION>
<S> <C> <C>
Number and Percentage of Shares
Position with the Trust, Beneficially Owned**
Business Experience During Directly or Indirectly on
Name and Business Address Past Five Years, Ageand Date Term Expires May 8, 1998
- ------------------------- ------------------------ -----------
Directors Serving Until 1999 Annual Meeting of Shareholders Common Preferred
- ----------------------------------------------------------- ------ ---------
Bill Callaghan Director of the Trust. President of Bill 978*** 0
One Corporate Center Callaghan Associates, Ltd. (an executive search
Rye, NY 10580-1434 company). Mr. Callaghan is 53 years old.
(3)(10)
*Salvatore J. Zizza Director of the Trust. Executive Vice President 5,666*** 0
One Corporate Center of FMG Group (a healthcare provider); Chairman
Rye, NY 10580-1434 of The Bethlehem Corp.; Board Member of Hollis
Eden Pharmaceuticals; Former President and Chief
Executive Officer of the Lehigh Group Inc. (an
electrical supply wholesaler); Former Chairman
of the Executive Committee and Director of
Binnings Building Products, Inc. Mr. Zizza is
52 years old. (1)(4)(10)
Directors Serving Until 2000 Annual Meeting of Shareholders
*Karl Otto Pohl Director of the Trust. Member of the 0 0
One Corporate Center Shareholder Committee of Sal Oppenheim Jr. & Cie
Rye, NY 10580-1434 (private investment bank); Board Member of
Trizec Corporation (real estate company);
Zurich Versicherungs-Gesellschaft (insurance
company); Former President of the Deutsche
Bundesbank and Chairman of its Central Bank
Council from 1980 through 1991. Mr. Pohl is 68
years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)
Anthony R. Pustorino Director of the Trust. Certified Public 1,190*** 200***
One Corporate Center Accountant; Professor of Accounting, Pace
Rye, NY 10580-1434 University, since 1965. Mr. Pustorino is 72
years old. (1)(2)(3)(4)(5)(10)(11)(13)
Directors and Officers as a ..................... 361,471 3,200***
Group (3.32%)
..................
* "Interested person" of the Trust, as defined in the 1940 Act. Mr. Gabelli is an "interested person" as
a result of his employment as an officer of the Trust and its adviser, Gabelli Funds, Inc. (the
"Investment Adviser"). Mr. Gabelli is a registered representative of an affiliated broker-dealer. Mr.
Pohl receives fees from the Investment Adviser but has no obligation to provide any services to it.
Although this relationship does not appear to require designation of Mr. Pohl as an "interested person,"
the Trust has made such designation in order to avoid the possibility that Mr. Pohl's independence would
be questioned. Mr. Zizza may be an "interested person" as a result of his previous association within
the last two years with Binnings Building Products, Inc., an entity which was controlled by GLI, Inc.,
an affiliate of the Investment Adviser.
** For this purpose "beneficial ownership" is defined under Section 13(d)
of the Securities Exchange Act of 1934, as amended (the "1934 Act").
The information as to beneficial ownership is based upon information
furnished to the Trust by the Directors.
*** Less than 1%.
</TABLE>
<TABLE>
<CAPTION>
<PAGE>
<S> <C> <C>
(1) Trustee of The Gabelli Asset Fund (8) Director of Gabelli Global Series Funds, Inc.
(2) Trustee of The Gabelli Growth Fund (9) Director of Gabelli Gold Fund, Inc.
(3) Director of The Gabelli Value Fund Inc. (10) Director of The Gabelli Equity Trust Inc.
(4) Director of The Gabelli Convertible Securities Fund, Inc.(11) Director of Gabelli Capital Series Funds, Inc.
(5) Director of Gabelli Equity Series Funds, Inc. (12) Director of Gabelli International Growth
Fund, Inc.
(6) Trustee of The Gabelli Money Market Funds (13) Director of The Treasurer's Fund, Inc.
(7) Director of Gabelli Investor Funds, Inc. (14) Trustee of The Gabelli Westwood Funds
</TABLE>
The Trust pays each Director not affiliated with the Investment Adviser
or its affiliates, a fee of $3,000 per year plus $500 per meeting attended in
person and by telephone, together with the Director's actual out-of-pocket
expenses relating to attendance at meetings. The aggregate remuneration paid by
the Trust to such Directors during the fiscal year ended December 31, 1997,
amounted to $36,500.
During the year ended December 31, 1997, the Directors of the Trust met
eight times, four of which were special meetings of Directors. Each Director
then serving in such capacity, except Messrs. Christiana and Pustorino, attended
at least 75% of the meetings of Directors and of any Committee of which he is a
member. Messrs. Christiana and Pustorino serve on the Trust's Audit Committee
and these Directors are not "interested persons" of the Trust as defined in the
1940 Act. The Audit Committee is responsible for recommending the selection of
the Trust's independent accountants and reviewing all audit as well as non-audit
accounting services performed for the Trust. During the fiscal year ended
December 31, 1997, the Audit Committee met twice.
The Directors serving on the Trust's Nominating Committee are Messrs.
Christiana (Chairman) and Zizza. The Nominating Committee is responsible for
recommending qualified candidates to the Board in the event that a position is
vacated or created. The Nominating Committee will consider recommendations by
shareholders if a vacancy were to exist. Such recommendations should be
forwarded to the Secretary of the Trust. The Nominating Committee did not meet
during the fiscal year ended December 31, 1997. The Trust does not have a
standing compensation committee.
Bruce N. Alpert, Vice President and Treasurer of the Trust, James E. McKee,
Secretary of the Trust, and Peter Latartara, Vice President of the Trust, are
the only executive officers of the Trust not included in the listing of
Directors above. Mr. Alpert is 46 years old and has served as an officer of the
Trust since its inception. He currently serves as Vice President and Chief
Operating Officer of the Gabelli Funds Division of the Investment Adviser, as an
officer for each mutual fund managed by the Investment Adviser, and as an
officer and Director of Gabelli Advisers, Inc. and Gabelli Fixed Income Inc. Mr.
McKee is 35 years old and has served as Secretary of the Trust since August 16,
1995. He has served as Vice President and General Counsel of GAMCO Investors,
Inc. since 1993 and of Gabelli Funds, Inc. since August 1995. Mr. McKee also
serves as Secretary for each mutual fund managed by the Investment Adviser and
Gabelli Advisers, Inc. From 1992 through 1993 Mr. McKee served as Branch Chief
with the U.S. Securities and Exchange Commission in New York. Mr. Latartara is
30 years old and started in the Institutional Sales Department for Gabelli &
Company, Inc. from September 1996 until he became Assistant Vice President of
the Trust on May 19, 1997. Prior to 1996, Mr. Latartara was with the government
relations firm of Black, Manafort, Stone and Kelly in Washington, D.C. The
business address of each of these officers is One Corporate Center, Rye, New
York 10580-1434.
The following table sets forth certain information regarding the
compensation of the Trust's directors and officers. Mr. Latartara is employed by
the Trust and is not employed by the Investment Adviser. Officers of the Trust
who are employed by the Investment Adviser receive no compensation or expense
reimbursement from the Trust. Mr. Latartara, who is the only officer who
receives compensation from the Trust, did not receive more than $60,000 from the
Trust during the fiscal year ended December 31, 1997.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C>
Compensation Table
for the Fiscal Year Ended December 31, 1997
Total Compensation from
Aggregate the Trust and Fund Complex
Compensation from Paid to Directors*
Name of Person and Position the Trust
Mario J. Gabelli $ 0 $ 0
Chairman of the Board
Dr. Thomas E. Bratter $5,500 $ 23,500 (2)
Director
Bill Callaghan $5,500 $ 37,500 (3)
Director
Felix J. Christiana $5,500 $ 85,000 (9)
Director
James P. Conn $5,000 $ 42,500 (5)
Director
Karl Otto Pohl $4,500 $ 85,620 (15)
Director
Anthony R. Pustorino $5,000 $ 95,500 (9)
Director
Salvatore J. Zizza $5,500 $ 47,500 (4)
Director
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 1997 by investment companies
(including the Trust) from which such person receives compensation that
are considered part of the same fund complex as the Trust because they
have common or affiliated investment advisers. The number in
parenthesis represents the number of such investment companies.
</TABLE>
Required Vote
Election of each Director of the Trust requires the affirmative vote of
the holders of a plurality of the applicable classes of shares of the Trust
represented at the Meeting if a quorum is present (Common and Preferred
shareholders vote as a single class for two Directors; Preferred shareholderss
vote as a separate class for the remaining two Directors).
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ELECT THE
RESPECTIVE DIRECTORS OF THE TRUST.
<PAGE>
PROPOSAL 2: TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS THE
INDEPENDENT ACCOUNTANTS OF THE TRUST FOR THE
YEAR ENDING
DECEMBER 31, 1998
Upon recommendation by the Audit Committee, Price Waterhouse LLP, 1177
Avenue of the Americas, New York, New York 10036, has been selected by the vote
of a majority of those Directors who are not "interested persons" of the Trust
to serve as independent accountants for the Trust's fiscal year ending December
31, 1998. Price Waterhouse LLP has advised the Trust that it is independent with
respect to the Trust in accordance with the applicable requirements of the
American Institute of Certified Public Accountants and the Securities and
Exchange Commission (the "SEC").
Representatives of Price Waterhouse LLP are expected to be present at
the Meeting to answer appropriate questions and will be given the opportunity to
make a statement if they so desire.
Required Vote
Ratification of the selection of Price Waterhouse LLP as independent
accountants requires the affirmative vote of a majority of the votes cast by
holders of shares of the Trust (Common and Preferred Stockholders voting
together as a single class) represented at the Meeting if a quorum is present.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, RECOMMENDS
THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO RATIFY THE SELECTION OF PRICE
WATERHOUSE LLP AS THE INDEPENDENT ACCOUNTANTS OF THE TRUST FOR THE YEAR ENDING
DECEMBER 31, 1998.
PROPOSAL NO. 3: TO RATIFY AUTHORITY TO ISSUE SENIOR SECURITIES
At the 1997 Annual Meeting your Board of Directors recommended and you,
the Trust's common shareholders, approved a resolution that allows us to issue
senior securities, to the extent described below. Your Board believes that the
ability to issue senior securities, especially in an environment of historically
low interest rates, is in the best interests of the Trust's shareholders. Acting
upon the authority conferred at the 1997 Annual Meeting, the Trust issued
1,250,000 shares of 7.92% Cumulative Preferred Stock with a liquidation
preference of $25 per share (the "1997 Preferred Stock") on June 4, 1997.
The Trust is now being sued by shareholders whose goal is to rescind
the issuance of the 1997 Preferred Stock and the original vote to permit the
issuance of senior securities. We believe the Trust has benefited from the
issuance of preferred stock and at the same time this proposal could help to
avoid the drain on the Trust's resources caused by these misguided lawsuits.
Your Board believes this is beneficial to you as a common shareholder and
believes your favorable vote would reconfirm that you want to give your Board
the authority to act in your interest and to issue preferred stock. While the
Board hopes this will end the current litigation, at a minimum it sends a clear
signal that the shareholders have spoken again.
A similar proposal to ratify authority to issue senior securities was
approved by 84% of the shareholders of
The Gabelli Equity Trust Inc. ("Equity Trust")
at the 1998 Annual Meeting of Shareholders. The Equity Trust
shareholders have clearly indicated that they agree with the Equity Trust's
Board of Directors' assessment that an issue of preferred stock is desirable and
in the best interest of common stock shareholders, especially given the current
levels of interest rates. As indicated above, your Board of Directors
believes that the Trust has benefited from the issuance of preferred
stock and
seeks your re-affirmation of the authority to issue senior securities.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS A VOTE "FOR" PROPOSAL 3.
The following pages provide the background and reasons for this
proposal and the Board's recommendation as well as detailed information
regarding senior securities and potential risks to holders of the Trust's Common
Stock from the issuance of senior securities.
Background. At the 1997 Annual Meeting of Shareholders, the Trust's
shareholders approved a proposal to amend the Trust's fundamental investment
restriction prohibiting the issuance of "senior securities," as that term is
defined in the 1940 Act. As amended, the Trust is authorized to issue senior
securities to the extent permitted by applicable law and its other investment
restrictions. The proxy statement distributed to shareholders in connection with
that meeting noted that the amendment would enable the Trust to issue preferred
stock, and that if the proposal was approved, the Board of Directors intended to
consider more fully the issuance of preferred stock.
The Board concluded that issuance of
preferred stock would be in the best interests of the holders of the common
stock if the rates for long-term securities in the capital markets continued to
be favorable. In reaching this conclusion the Board noted that the Trust had
been able to earn a considerably higher return for the common stockholders in
the past than the Trust would be likely to have to pay on the preferred stock
and that introducing a moderate amount of leverage was likely to enable the
Trust to earn an incremental return for the common stockholders. Acting pursuant
to the Board's authorization, the Trust issued the 1997 Preferred Stock on June
4, 1997. Commencing June 1, 2002 and thereafter, the Trust, at its option, may
redeem the Preferred Stock in whole or in part at the redemption price.
On or about September 4, 1997, a lawsuit which sought class action
status was commenced against the Trust and its Directors alleging violations of
Section 14(a) of the Securities Exchange Act of 1934 and Section 20(a) of the
1940 Act, and (as against the Directors) breach of fiduciary duty, seeking
rescission of the issuance of the 1997 Preferred Stock by the Trust and other
relief (Opportunity Partners L.P. v. Gabelli Global Multimedia Trust Inc. et
al., United States District Court, Southern District of New York, 97 Civ. 6392
(BDP)). The complaint in that action alleges that the Trust's proxy statement
used in connection with the 1997 Annual Meeting contained material misstatements
and omissions in connection with the proposal to amend the restriction on the
issuance of senior securities. Specifically, the complaint alleges that the
proxy statement falsely suggested that the only risk to shareholders from the
issuance of senior securities was the risk associated with leveraging of the
Trust, and failed to disclose the adverse impact that certain statutory voting
rights of any preferred stock would have on the holders of the Trust's common
stock. More specifically, the complaint alleged that the proxy statement failed
to disclose that the holders of preferred stock, voting as a separate class,
would have the right to elect two directors at all times, to elect a majority of
the directors if the Trust failed to pay two years or more of dividends on the
preferred stock and to veto various corporate actions including the charter
amendments necessary to convert the Trust from closed-end to open-end status.
The complaint also alleged that the proxy statement failed to disclose that the
preferred shareholders would have no incentive to approve any proposal to
convert the Trust to open-end status and failed to disclose that the Board could
issue preferred stock in the future without any further notice to or request for
approval from shareholders regarding the terms and conditions of the preferred
stock. The complaint also alleges that the purpose of the Board of Directors in
seeking to have the Trust issue preferred stock is to prevent the Trust from
ever converting to open-end status, and to entrench the Investment Adviser's fee
income. Subsequent to the filing of the complaint in the Opportunity Partners
action, three other actions were commenced against the Trust and/or its
Directors in the federal district court for the Southern District of New York
making substantially the same allegations, two of which seek class action status
(Carter v. Gabelli Multimedia Trust Inc., et al., 97 Civ. 7940 (BDP) (filed Oct.
27, 1997); Miles v. Gabelli Multimedia Trust Inc., et al., 98 Civ. 0528
(BDP)(filed Jan. 27, 1998) and the third brought as a derivative action (Stein
v. Gabelli, et al., 97 Civ. 8263 (BDP) (filed Nov. 6, 1997).
The Board of Directors believes that these allegations are meritless.
On January 9, 1998, the defendants filed a motion to dismiss the derivative
complaint and on January 16, 1998, the defendants opposed the motions for class
certification brought by two of the purported class plaintiffs prior to that
date. The third plaintiff's class action, initiated after the class
certification motions were submitted to the court, has been stayed pending a
decision on the class certification motions. All of these dispositive motions
are now under the court's consideration. In the meantime, the three actions in
which motions are pending have been consolidated for purposes of discovery and
related fact-finding.
The Board of Directors believes that the right of the preferred
stockholders to elect two out of eight directors is immaterial to the common
stockholders. The Board believes that the contingent right of the preferred
stockholders to elect a majority of the directors is so extremely remote that it
is also immaterial. In order to be certain of preserving the special tax status
of investment companies that is critical for our shareholders, the Trust will
pay the preferred stock dividend unless it has insufficient assets to do so, and
the 1997 Preferred Stock has standard redemption provisions in it to make sure
that the Trust always has sufficient assets. The Board believes that the right
of the preferred stockholders to veto certain corporate actions, including the
charter amendments necessary to convert the Trust to open-end status, is
immaterial, since preferred stockholders would have an incentive to vote in
favor of these actions in many circumstances and the no-call period is short in
any event. The Board also notes that it has authority to take most corporate
actions, including issuing more common stock, without further shareholder
approval and accordingly believes this allegation of the plaintiffs to be
immaterial. The Board also does not believe that the issuance of preferred stock
will entrench the Investment Adviser's fee income, since the management
agreement between the Investment Adviser and the Trust by its terms is
terminable on 60 days' notice by the Board of Directors or the holders of a
majority (as that term is defined under "Required Vote" below) of the Trust's
outstanding voting securities. Finally, the Board believes that it has acted at
all times solely in the best interests of the Trust and the common stockholders.
The Board of Directors continues to believe that the issuance of the
1997 Preferred Stock, and the authority to issue additional preferred stock in
the future, is in the best interests of the holders of the Common Stock for
several reasons. First, the Board of Directors believes that the Trust can over
time earn an incremental return for the common stockholders from the assets
acquired with the proceeds of the Preferred Stock. Second, the Board of
Directors believes that, under certain circumstances, payments of dividends on
the Preferred Stock may increase the proportion of the return to the common
stockholders attributable to unrealized appreciation, which would reduce the
level of current taxation to the common stockholders. Third, the Board of
Directors notes that the Trust and the one other fund managed by the Trust's
Investment Adviser that issued preferred stock in 1997 have earned a higher
return since giving effect to the issuance of those preferred stocks than the
dividend rates on those preferred stocks and that the market value per share of
the common shares of the Trust and that other fund has increased both absolutely
and relative to net asset value ("NAV") during the period since the issuance of
such preferred stocks as reflected in the table below. For the twelve months
ended March 31, 1998, the Trust's net asset value increased 54.9%. Since
inception on November 15, 1994, the Trust's net asset value has achieved a 97.9%
total return after adjusting for the rights offering and all distributions. This
equates to a 22.4% average annual return. The other fund,
The Gabelli Convertible
Securities Fund, Inc.'s net asset value increased 17.5% for the twelve months
ending March 31, 1998. Since inception on July 3, 1989, the Convertible
Securities Fund achieved a 141.1% total return which represents an average
annual return of 10.6%.
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C>
Immediately Prior to Offering* As of May 15, 1998
----------------------------- ------------------
Market Market
NAV Value Discount NAV Value Discount
Gabelli Convertible
Securities Fund, Inc. $11.36 $9.625 (15.3)% $11.78 $ 10.75 (8.7)%
Gabelli Global
Multimedia Trust, Inc. $8.96 $7.125 (20.5)% $11.69 $10.125 (13.4)%
* Gabelli Convertible Securities Fund, Inc. commenced offering preferred stock on May 16, 1997.
</TABLE>
In the ordinary course, defending this litigation could take several
months or longer and cause a substantial drain on the Trust's resources. The
Board of Directors, including all of the independent directors, has concluded
that adoption of this proposal will be an efficient way of seeking to end the
current litigation, reducing any drain on the Trust's resources, and will
eliminate questions regarding possible future issuances of preferred stock. The
Board also believes that ratification will be an efficient way of ensuring that
the Trust can be in a position to seek incremental returns for the holders of
the Trust's Common Stock on acceptable economic terms.
Any preferred stock authorized in the future will have such terms and
conditions as approved by the Board of Directors at that time. There can be no
assurance that approval of this ratification proposal will terminate the current
litigation or eliminate issues relating to the offering of the 1997 Preferred
Stock or future offerings of senior securities.
In order to assist stockholders in voting on the ratification proposal,
the Board of Directors has authorized the inclusion in this proxy statement of
the following information about the rights of senior securities under the 1940
Act and potential risks to holders of the Trust's Common Stock. Although the
Board of Directors believes the following information is far more detailed than
required under the Federal securities laws, in light of the current litigation,
the Board believes that excess disclosure is a more prudent, albeit unnecessary,
course of action.
<PAGE>
Investment Company Act of 1940 -- Restrictions on Issuance of Senior Securities
The 1940 Act permits a registered closed-end investment company such as
the Trust to issue senior securities, and to sell senior securities of which it
is the issuer, under certain circumstances as summarized below.
First of all, such issuance must be consistent with the fundamental
investment restrictions and any other fundamental policies of the investment
company.
If such class of senior securities represents an indebtedness ("debt
securities"), then the following requirements must be met:
(a) such debt securities must have an asset coverage (meaning the ratio
which the value of the total assets of the investment company, less all
liabilities and indebtedness not represented by senior securities, bears to the
aggregate amount of debt securities) of at least 300% immediately after issuance
or sale of such debt securities;
(b) provision must be made to prohibit the declaration of any dividend
(other than a stock dividend) or the declaration of any other distribution upon
any class of the capital stock of the investment company, or the purchase of any
such capital stock by the company, unless, after giving effect to such action,
such debt securities have an asset coverage of at least 300% (200% in the case
of dividends on any preferred stock); and
(c) provision must be made either that:
(i) if on the last business day of each of twelve consecutive calendar
months such debt securities have an asset coverage of less than 100%,
the holders of such securities voting as a class will be entitled to
elect at least a majority of the members of the board of directors of
the investment company, until such debt securities have an asset
coverage of at least 110% on the last business day of three consecutive
calendar months, or
(ii) if on the last business day of each of twenty-four consecutive
calendar months such debt securities have an asset coverage of less
than 100%, an event of default shall be deemed to have occurred.
The Trust currently has a fundamental investment restriction
prohibiting the borrowing of money except under certain limited circumstances,
and thus the Trust generally may not issue senior securities in the form of
debt. The Trust has not sought, and is not now seeking, any changes to this
fundamental restriction.
If the senior securities are stock ("preferred stock"), then the
following requirements must be met:
(a) such stock must have an asset coverage (meaning the ratio which the
value of the total assets of the investment company, less all liabilities and
indebtedness not represented by senior securities, bears to the aggregate amount
of debt securities of such company plus the involuntary liquidation preference
of the preferred stock of such company) of at least 200% immediately after such
issuance or sale;
(b) provision must be made to prohibit the declaration of any dividend
(other than a dividend payable in common stock) or the declaration of any other
distribution upon the common stock of the company, or the purchase of any such
common stock, unless, after giving effect to such action, such preferred stock
has an asset coverage of at least 200%;
(c) provision must be made to entitle the holders of such preferred
stock, voting as a class, to elect at least two directors at all times, and,
subject to the prior rights, if any, of the holders of any debt securities
outstanding, to elect a majority of the directors if at any time dividends on
such preferred stock are unpaid in an amount equal to two full years' dividends
on such securities, and to continue to be so represented until all dividends in
arrears are paid or otherwise provided for;
(d) provision must be made requiring approval by the vote of a majority
(i.e., the lesser of a majority of the outstanding shares or two-thirds of a
quorum of such shares) of such preferred stock, voting as a class, of any plan
of reorganization adversely affecting such preferred stock; of any action to
change the classification of the investment company from a non-diversified to a
diversified company; or of any action to change its classification from a
closed-end investment company to an open-end investment company; or of any
action to borrow money, issue senior securities, underwrite securities of other
persons, purchase or sell real estate or commodities or make loans to other
persons (all other than as authorized in such company's registration statement
under the 1940 Act), deviate from fundamental investment restrictions or other
fundamental policies or change the nature of the business of such company so as
to cease to be an investment company; and
(e) such class of stock must have complete priority over any other
class as to distribution of assets and payment of dividends, which dividends
must be cumulative.
The 1940 Act limits a registered closed-end investment company such as
the Trust to one class of debt securities and to one class of preferred stock,
except that (i) any such class may be issued in one or more series so long as no
such series has a preference or priority over any other series upon the
distribution of the assets of such company or in respect of the payment of
interest or dividends and (ii) promissory notes or other evidences of
indebtedness issued in consideration of any loan, extension, or renewal thereof,
made by a bank or other person and privately arranged, and not intended to be
publicly distributed, are not deemed to be a separate class of debt securities.
In addition, debt securities do not include any promissory note or other
evidence of indebtedness for temporary purposes only and in an amount not
exceeding 5% of the value of the total assets of the investment company at the
time.
As of May 20, 1998, the Trust had total assets of $166,836,759 and
total liabilities of $7,889,706 and had not borrowed any money. Accordingly, as
of such date, the Trust could issue senior securities representing additional
shares of preferred stock having an involuntary liquidation preference of up to
$158.95 million.
Risks to Common Stockholders of Issuance of Senior Securities
A leveraged capital structure creates certain special risks and
potential benefits not associated with unleveraged funds having similar
investment objectives and policies. Any investment income or gains earned from
the capital represented by the preferred shares which is in excess of the
dividends payable thereon will cause the total return of the Trust's Common
Stock to be higher than would otherwise be the case. Conversely, if the
investment performance of the capital represented by the preferred shares fails
to cover the dividends payable thereon, the total return of the Trust's common
stock would be less or, in the case of negative returns, would result in higher
negative returns to a greater extent than would otherwise be the case. The
requirement to pay dividends on the preferred stock in full before any dividends
may be paid on the common stock means that dividends on the common stock from
earnings may be reduced or eliminated. Over the twelve months ended March 31,
1998, the net asset value of the Trust's common stock has increased by 54.9%,
from $8.23 per share to $11.62 per share assuming the reinvestment of dividends.
If the 1997 Preferred Stock had not been issued, the increase over this time
period would have been approximately 42.4%. There can be no assurance that the
1997 Preferred Stock will continue to have a favorable impact on the total
return to the common stockholders.
The mandatory requirements of the 1940 Act could also pose certain
risks for the common stockholders. If the Trust's asset coverage for any
preferred stock or debt securities falls below the requirements of the 1940 Act,
the Trust would be unable to pay dividends on its common stock. Although an
inability to pay dividends on the common stock could conceivably cause the Trust
to lose its special federal income tax status, which would be materially adverse
to the holders of the common stock, such inability can be avoided through the
use of mandatory redemption requirements designed to ensure that the Trust
maintains the asset coverage necessary to pay required dividends.
The class voting requirements for the 1997 Preferred Stock and future
issuances of preferred stock could make it more difficult for the Trust to take
certain actions that may, in the future, be proposed by the Board of Directors
and/or common stockholders, such as a merger, exchange of securities,
liquidation or alteration of the rights of a class of the Trust's securities if
such actions would be adverse to the preferred stock, or such as changing to an
open-end investment company or acting inconsistently with its fundamental
investment restrictions or other fundamental policies or ceasing to be an
investment company. However, the Board of Directors views these risks as
immaterial since (i) any preferred stock issued by the Trust in the future would
normally be able to be called at the option of the Board of Directors after a
relatively short period of time, such as five years, (ii) the Board would be
unlikely to approve any actions that would be adverse to the rights of the
holders of the preferred stock and (iii) matters such as becoming an open-end
investment company have not been raised by stockholders with the Board of
Directors. In addition, the Board of Directors would be able to include
additional redemption features in any series of preferred stock that might be
issued in the future that would enable the Trust to redeem the preferred stock
if it appeared to stand in the way of actions that the Board concluded at the
time of issuing the preferred stock might be of significance to the common
stockholders over the short term. Preferred shares will be issued only if the
Board of Directors of the Trust determines in light of all relevant
circumstances known to the Board that to do so would be in the best interests of
the Trust and its stockholders.
The circumstances that the Board will consider before issuing preferred
stock, and did consider before authorizing the issuance of the 1997 Preferred
Stock include not only the dividend rate on the preferred stock in comparison to
the historical performance of the Trust but also such matters as the terms on
which the Trust can call the preferred stock, the circumstances in which the
Trust's investment adviser will earn additional investment advisory fees on the
net assets attributable to the preferred stock and the ability of the Trust to
meet the asset coverage tests and other requirements imposed by the 1940 Act and
the rating agencies for such preferred stock.
The 1997 Preferred Stock provides for mandatory redemption to the
extent necessary to continue to meet asset coverage tests. In addition, the
Trust's investment adviser has agreed that it does not intend to seek payment of
advisory fees on the incremental assets attributable to the 1997 Preferred Stock
to the extent that the Trust's total return does not exceed the dividend rate on
the 1997 Preferred Stock. The Board is also satisfied that the Trust currently
has, and over time should have, strong dividend coverage.
The issuance of additional preferred stock in the future convertible
into shares of the Trust's Common Stock might also reduce net income per share
of common stock and net asset value per share of common stock if these
securities are converted into common stock. Such income dilution would occur if
the Trust could, from the investments made with the proceeds of the preferred
shares, earn an amount per share of common stock issuable upon conversion
greater than the dividend required to be paid on the amount of preferred stock
convertible into one share of common stock. Such net asset value dilution would
occur if preferred shares were converted at a time when the net asset value per
share of the Trust's common stock was greater than the conversion price.
The staff of the SEC has taken the position that the 1940 Act
prohibits a registered closed-end investment company from issuing a convertible
security the conversion feature of which predominates among such security's
investment characteristics. Accordingly, the Trust's Board of Directors will
consider such position in connection with its authorizing the issuance and sale
of any convertible security by the Trust, and the SEC staff will be given an
opportunity to review the attributes of any proposed convertible security before
it is issued and sold by the Trust.
Required Vote
Proposal 3 will be deemed approved upon the affirmative vote of a
majority of the outstanding voting securities of the Trust (Common and Preferred
Stockholders voting together as a single class) which, as defined in the 1940
Act, means the lesser of (a) 67% of the shares present at a meeting of its
shareholders if a quorum is present or (b) more than 50% of the outstanding
shares of the Trust.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMENDS A VOTE "FOR" PROPOSAL 3.
The Investment Adviser and Administrator
Gabelli Funds, Inc. acts as investment adviser and administrator
to the Trust. The business address for
Gabelli Funds, Inc. is One Corporate Center, Rye, New York 10580-1434.
Compliance with the Securities Exchange Act of 1934
Section 16(a) of the 1934 Act and Section 30(f) of the 1940 Act, and
the rules thereunder, require the Trust's officers and directors, officers and
directors of the Investment Adviser, affiliated persons of the Investment
Adviser, and persons who own more than 10% of a registered class of the Trust's
securities, to file reports of ownership and changes in ownership with the SEC
and the New York Stock Exchange and to furnish the Trust with copies of all
Section 16(a) forms they file. Based solely on the SEC's review of the copies of
such forms it receives, the Trust believes that during 1997 such persons
complied with all such applicable filing requirements.
Broker Non-Votes and Abstentions
If a proxy which is properly executed and returned accompanied by
instructions to withhold authority to vote represents a broker "non-vote" (that
is, a proxy from a broker or nominee indicating that such person has not
received instructions from the beneficial owner or other person entitled to vote
shares on a particular matter with respect to which the broker or nominee does
not have discretionary power), is unmarked or marked with an abstention
(collectively, "abstentions"), the shares represented thereby will be considered
to be present at the Meeting for purposes of determining the existence of a
quorum for the transaction of business. Under Maryland law, abstentions do not
constitute a vote "for" or "against" a matter and will be disregarded in
determining the "votes cast" on an issue. The election of Directors (Proposal 1)
requires that the four candidates who receive the highest number of votes cast
at the meeting are elected; therefore, abstentions will be disregarded. The
ratification of Price Waterhouse LLP as independent accountants of the Trust
(Proposal 2) requires the affirmative vote of a majority of the votes cast at
the Meeting; therefore, abstentions will be disregarded. The ratification of
authority to issue senior securities (Proposal 3) requires approval of a 1940
Act majority; therefore, abstentions and broker non-votes have the effect of a
negative vote on the proposal.
Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report dated June 30, 1998.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other business at the
Meeting, nor are they aware that any shareholder intends to do so. If, however,
any other matters are properly brought before the Meeting, the persons named in
the accompanying form of proxy will vote thereon in accordance with their
judgment.
SHAREHOLDER PROPOSALS
All proposals by shareholders of the Trust, which are intended to be
presented at the Trust's next Annual Meeting of Shareholders to be held in 1999,
must be received by the Trust for consideration for inclusion in the Trust's
proxy statement and proxy relating to that meeting no later than January __,
1999.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
<PAGE>
[x]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------------------
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
COMMON SHAREHOLDER
- ----------------------------------------------------------------
1. To elect two
(2) Directors of the Trust:
For All With- For All
Nominees hold Except
--- --- ---
Mario J. Gabelli
Thomas E. Bratter
NOTE: If you do not wish your shares voted
"For" a particular nominee, mark the "For
All Except" box and strike a line through
the nominee's name. Your shares will be
voted for the remaining nominee.
2. To ratify
the
selection
of Price
Waterhouse
LLP as the
independent
accountants
of the
Trust for
the year
ending
December
31, 1998.
For Against Abstain
--- --- ---
3. To ratify
authority
to issue
senior
securities.
For Against Abstain
--- --- ---
4. In their
discretion,
the
proxies
are
authorized
to
consider
and vote
upon such
other
matters as
may
properly
come
before
said
Meeting or
any
adjournment
thereof.
---------------------
Date
Please be sure to sign and date this Proxy.
---------------------
- ------------------------------------------------------------------
Shareholder sign here Co-owner
sign here
- ------------------------------------------------------------------
Mark box at
right if an
address change
or comment has
been noted on
the reverse
side ___ of
this card.
RECORD DATE SHARES:
<PAGE>
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
This proxy is solicited on behalf of the Directors
The undersigned hereby appoints Mario J. Gabelli, Anthony R. Pustorino, Felix J.
Christiana and Bruce N. Alpert, and each of them, attorneys and proxies of the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all common shares of The
Gabelli Global Multimedia Trust Inc. (the "Trust") which the undersigned is
entitled to vote at The Annual Meeting of Shareholders of the Trust to be held
at the Cole Auditorium, Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830 on Monday, June 29, 1998 at 9:30 a.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement and hereby instructs said attorneys and proxies
to vote said shares as indicated herein. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of the nominees as directors and FOR Proposals 2 and 3 and in the
discretion of the proxy holder as to any other matter that may properly come
before the Meeting.
Please refer to the Proxy Statement for a discussion of the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Trust. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
DO YOU HAVE ANY COMMENTS?
<PAGE>
[x]
PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ----------------------------------------------------------------
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
PREFERRED SHAREHOLDER
- ----------------------------------------------------------------
1. To elect
four (4)
Directors
of the
Trust:
For All With- For All
Nominees hold Except
--- --- ---
Mario J. Gabelli
Thomas E. Bratter
Felix J. Christiana
James P. Conn
NOTE: If you do
not wish your
shares voted
"For" a
particular
nominee(s),
mark the "For
All Except" box
and strike a
line through
the name(s) of
the nominee(s).
Your shares
will be voted
for the
remaining
nominee(s).
2. To ratify
the
selection
of Price
Waterhouse
LLP as the
independent
accountants
of the
Trust for
the year
ending
December
31, 1998.
For Against Abstain
--- --- ---
3. To ratify authority to issue senior
securities
For Against Abstain
--- --- ---
4. In their
discretion,
the
proxies
are
authorized
to
consider
and vote
upon such
other
matters as
may
properly
come
before
said
Meeting or
any
adjournment
thereof.
---------------------
Date
Please be sure to sign and date this Proxy.
---------------------
- ------------------------------------------------------------------
Shareholder sign here Co-owner
sign here
- ------------------------------------------------------------------
Mark box at right if an address change
or comment has been noted on the ___
reverse side of this card.
RECORD DATE SHARES:
<PAGE>
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
This proxy is solicited on behalf of the Directors
The undersigned hereby appoints Mario J. Gabelli, Anthony R. Pustorino, Felix J.
Christiana and Bruce N. Alpert, and each of them, attorneys and proxies of the
undersigned, with full powers of substitution and revocation, to represent the
undersigned and to vote on behalf of the undersigned all preferred shares of The
Gabelli Global Multimedia Trust Inc. (the "Trust") which the undersigned is
entitled to vote at The Annual Meeting of Shareholders of the Trust to be held
at the Cole Auditorium, Greenwich Public Library, 101 West Putnam Avenue,
Greenwich, Connecticut 06830 on Monday, June 29, 1998 at 9:30 a.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and Proxy Statement and hereby instructs said attorneys and proxies
to vote said shares as indicated herein. In their discretion, the proxies are
authorized to vote upon such other business as may properly come before the
Meeting.
A majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have and
may exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. If no direction is made, this proxy will be voted FOR
the election of the nominees as directors and FOR Proposals 2 and 3 and in the
discretion of the proxy holder as to any other matter that may properly come
before the Meeting.
Please refer to the Proxy Statement for a discussion of the Proposals.
PLEASE VOTE, DATE, AND SIGN ON OTHER SIDE AND RETURN PROMPTLY IN ENCLOSED
ENVELOPE.
Please sign this proxy exactly as your name(s) appear(s) on the books of the
Trust. If joint owners, either may sign. Trustees and other fiduciaries should
indicate the capacity in which they sign, and where more than one name appears,
a majority must sign. If a corporation, this signature should be that of an
authorized officer who should state his or her title.
HAS YOUR ADDRESS CHANGED?
DO YOU HAVE ANY COMMENTS?
