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:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
................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:
....................................................................
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 May 15, 2000
-------------
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, May 15, 2000, at 10:00 a.m., for the
following purposes:
1. To elect five (5) Directors of the Trust, four to be elected
by 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 one to be elected by the
holders of the Preferred Stock, voting as a separate class
(Proposal 1);
2. To ratify the selection of PricewaterhouseCoopers LLP as the
independent accountants of the Trust for the year ending
December 31, 2000 (Proposal 2); and
3. 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 March 6, 2000 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
April 5, 2000
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
Telephone/Internet Voting
Shares held through various brokerage firms may offer the convenience
of voting via telephone or the Internet. If available, instructions are included
with this Proxy Statement and ballot.
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
----------
ANNUAL MEETING OF SHAREHOLDERS
May 15, 2000
----------
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, May 15, 2000, at 10:00 a.m., at the Cole Auditorium, Greenwich Public
Library, 101 West Putnam Avenue, Greenwich, Connecticut, 06830, and at any
adjournments thereof (the "Meeting"). A Notice of Meeting of Shareholders and a
proxy card accompany this Proxy Statement, all of which are first being mailed
to shareholders on or about April 5, 2000.
In addition to the solicitation of proxies by mail, officers of the
Trust and officers and regular employees of EquiServe, the Trust's transfer
agent, and affiliates of EquiServe or other representatives of the Trust also
may solicit proxies by telephone, telegraph, Internet or in person. In addition,
the Trust has retained Georgeson Shareholder Communications Inc. to assist in
the solicitation of proxies for a minimum fee of $5,000 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 or via the Internet at www.gabelli.com.
If the enclosed proxy is properly executed and returned in time to be
voted at the Meeting, the shares (as defined below) represented thereby will be
voted FOR the election of the nominees as Directors and FOR Proposal 2 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. If a quorum is present, the persons named as
proxies will vote those proxies which they are entitled to vote FOR any proposal
in favor of such adjournment and will vote those proxies required to be voted
AGAINST any proposal against such adjournment.
The close of business on March 6, 2000 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.
The Trust has two classes of capital stock: common stock, par value
$.001 per share (the "Common Stock") and 7.92% Cumulative Preferred Stock, par
value $.001 ("Preferred Stock," together with the Common Stock, the "Shares").
The holders of the Common Stock and Preferred Stock are each 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 10,813,315 shares of
Common Stock outstanding and 1,235,700 shares of Preferred Stock outstanding.
The following persons were known to the Trust to be beneficial owners
or owners of record of 5% or more of its outstanding Shares of Common Stock and
Preferred Stock as of the record date:
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name and Address of Amount of Shares and
Beneficial /Record Owner Title of Class Nature of Ownership Percent of Class
------------------------ -------------- ------------------- ----------------
Cede & Co.* Common 8,843,936 (record) 81.79%
P.O. Box 20
Bowling Green Station Preferred 1,214,983 (record) 98.32%
New York, NY 10274
Salomon Smith Barney Inc.** Common 1,823,343 (record) 16.86%
333 W. 34th Street
New York, NY 10001 Preferred 492,998 (record) 39.90%
Charles Schwab & Co., Inc. ** Common 770,473 (record) 7.13%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Prudential Securities Inc.** Common 640,276 (record) 5.92%
c/o ADP Proxy Services
51 Mercedes Way
Edgewood, NY 11717
Merrill Lynch** Common 606,316 (record) 5.61%
4 Corporate Place
Corporate Park 287
Piscataway, NJ 08855
Donaldson, Lufkin and Jenrette Common 586,183 (record) 5.42%
Sec. Corp.**
1 Pershing Plaza
Jersey City, NJ 07399
</TABLE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C>
Name and Address of Amount of Shares and
Beneficial /Record Owner Title of Class Nature of Ownership Percent of Class
------------------------ -------------- ------------------- ----------------
Bear, Stearns Securities Corp.** Preferred 136,711 (record) 11.06%
One Metrotech Center North
4th Floor
Brooklyn, NY 11201
A.G. Edwards & Sons Inc.** Preferred 67,931 (record) 5.50%
125 Broad Street
40th Floor
New York, NY 10004
* A nominee partnership of The Depository Trust Company.
** Shares held at The Depository Trust Company.
</TABLE>
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
<TABLE>
<CAPTION>
<S> <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, elect voting together as a single class,
four Directors:Frank J. Fahrenkopf, Jr., elect four Directors: Frank J.
Karl Otto Pohl, Anthony R. and Fahrenkopf, Jr., Karl Otto Pohl, Anthony
Werner J.Roeder. R. Pustorino and Werner J. Roeder.
Preferred Stockholders, voting as
a separate class, elect one
Director:
James P. Conn.
2. Selection of Accountant Common and Preferred Stockholders, voting together as a single class
3. Other Business Common and Preferred Stockholders, voting together as a single class
</TABLE>
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
PROPOSAL 1: TO ELECT FIVE DIRECTORS OF THE TRUST
The Board of Directors is divided into three classes, each class having
a term of three years. Each year the term of office of one class will expire.
James P. Conn, Karl Otto Pohl and Anthony R. Pustorino have each been nominated
by the Board of Directors for a three-year term to expire at the Trust's 2003
Annual Meeting of Shareholders and until their successors are duly elected and
qualified. Frank J. Fahrenkopf, Jr. and Werner J. Roeder have each been
nominated by the Board of Directors for a two-year term to expire at the Trust's
2002 Annual Meeting of Shareholders and until their successors are duly elected
and qualified. With the exception of Frank J. Fahrenkopf, Jr. and Werner J.
Roeder, each of the Directors of the Trust has served in that capacity since the
April 6, 1994 organizational meeting of the Trust. Mr. Fahrenkopf was elected a
Director of the Trust on August 18, 1999 and Mr. Roeder was elected a Director
of the Trust on November 17, 1999. All of the Directors of the Trust are also
directors or trustees of other investment companies for which Gabelli Funds, LLC
(the "Adviser") or its affiliates serve as adviser.
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. No dividend arrearages exist at this time. Felix J.
Christiana and James P. Conn are currently the Directors elected solely by the
holders of the Trust's Preferred Stock. A quorum of the Preferred Stockholders
must be present at the Meeting in order for the proposal to elect Mr.
Conn to be considered.
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 has consented to serve as a Director if
elected at the Meeting. If a designated nominee declines or otherwise becomes
unavailable for election, however, the proxy confers discretionary power on the
persons named therein to vote in favor of a substitute nominee or nominees. The
business address of each Director is One Corporate Center, Rye, New York
10580-1434.
<TABLE>
<CAPTION>
<S> <C>
Number and Percentage
of Trust Shares
Beneficially Owned**
Name, Position with the Trust, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Nominees to Serve Until 2003 Annual Meeting of Shareholders Common Preferred
- ----------------------------------------------------------- ------ ---------
James P. Conn 10,352*** 1,000***
Director of the Trust. Former Managing Director and Chief Investment
Officer of Financial Security Assurance Holdings Ltd. (1992-1998);
Director of Meditrust Corporation (real estate investment trust) and
First Republic Bank. Mr. Conn is 62 years old. (1)(6)(7)(10)(16)(18)
*Karl Otto Pohl 0 0
Director of the Trust. Member of the Shareholder Committee of Sal
Oppenheim Jr. & Cie (private investment bank); Board Member of
TrizecHahn Corporation (real estate company) and Zurich Allied
(insurance company); Director of Gabelli Asset Management Inc.; Former
President of the Deutsche Bundesbank and Chairman of its Central Bank
Council from 1980 through 1991. Mr. Pohl is 70 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)(18)(19)
Anthony R. Pustorino 1,298*** 0
Director of the Trust. Certified Public Accountant; Professor of
Accounting, Pace University, since 1965. Mr. Pustorino is 74 years old.
(1)(3)(4)(5)(6)(7)(10)(13)(16)(17)(19)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Number and Percentage
of Trust Shares
Beneficially Owned**
Name, Position with the Trust, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Nominees to Serve Until 2002 Annual Meeting of Shareholders Common Preferred
- ----------------------------------------------------------- ------ ---------
Frank J. Fahrenkopf, Jr. 0 0
Director of the Trust. President and CEO of the American Gaming
Association since June 1995; Partner of Hogan and Hartson (law firm);
Chairman of International Trade Practice Group; Co-Chairman of the
Commission on Presidential Debates; Former Chairman of the Republican
National Committee. Mr. Fahrenkopf is 60 years old. (6)(7)(16)
Werner J. Roeder 0 0
Director of the Trust. Medical Director, Lawrence Hospital and
practicing private physician. Mr. Roeder is 58 years old.
(2)(3)(7)(8)(9)(11)(12)(13)(15)(18)(19)
</TABLE>
The following Directors of the Trust will continue to serve in such
capacity until their terms of office expire and their successors are duly
elected and qualified.
<TABLE>
<CAPTION>
<S> <C>
Number and Percentage
of Trust Shares
Beneficially Owned**
Name, Position with the Trust, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Directors Serving Until 2001 Annual Meeting of Shareholders Common Preferred
- ----------------------------------------------------------- ------ ---------
*Mario J. Gabelli, CFA 368,956 6,000***
(3.41%)
Chairman of the Board, President and Chief Investment Officer of the
Trust. Chairman of the Board and Chief Executive Officer of Gabelli
Asset Management Inc. and Chief Investment Officer of Gabelli Funds,
LLC and GAMCO Investors, Inc.; Chairman of the Board and Chief
Executive Officer of Lynch Corporation (diversified manufacturing
company) and Chairman of the Board of Lynch Interactive Corporation
(multimedia and services company); Director of Spinnaker Industries,
Inc. (manufacturing company). Mr. Gabelli is 57 years old.
(1)(2)(3)(4)(5)(6)(7)(8)(9)(10)(11)(12)(13)(14)(15)(16)(17)
Dr. Thomas E. Bratter 1,182*** 0
Director of the Trust. Director, President and Founder, The John Dewey
Academy (residential college preparatory therapeutic high school). Dr.
Bratter is 60 years old. (6)(7)(16)
Felix J. Christiana 4,329*** 2,000***
Director of the Trust. Former Senior Vice President of Dollar Dry Dock
Savings Bank. Mr. Christiana is 74 years old.
(1)(4)(5)(6)(7)(8)(10)(13)(16)(17)(19)
</TABLE>
<TABLE>
<CAPTION>
<S> <C>
Number and Percentage
of Trust Shares
Beneficially Owned**
Name, Position with the Trust, Business Experience Directly or Indirectly on
During Past Five Years and Age March 6, 2000
- ------------------------------ -------------
Director Serving Until 2002 Annual Meeting of Shareholders Common Preferred
- ---------------------------------------------------------- ------ ---------
Salvatore J. Zizza 5,666*** 0
Director of the Trust. Chairman of The Bethlehem Corp.; Board Member
of Hollis Eden Pharmaceuticals; Former Executive Vice President of FMG
Group (a healthcare provider); 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.; Adviser to The Gabelli Growth Fund. Mr. Zizza
is 54 years old. (1)(4)(6)(7)(16)
Directors and Officers as a Group 391,783 9,000***
(3.62%)
* "Interested person" of the Trust, as defined in the 1940 Act.
Mr. Gabelli is an "interested person" of each fund as a result of
his employment as an officer of the Trust and the Adviser. Mr.
Gabelli is a registered representative of a broker-dealer that is
majority-owned by Gabelli Asset Management Inc., the parent
company of the Adviser. Mr. Pohl is a Director of the parent
company of the 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%.
(1) Trustee of The Gabelli Asset Fund (11) Director of Gabelli International Growth
Fund, Inc.
(2) Trustee of The Gabelli Blue Chip Value Fund (12) Director of The Gabelli Investor Funds, Inc.
(3) Director of Gabelli Capital Series Funds, Inc. (13) Trustee of The Gabelli Mathers Fund
(4) Director of The Gabelli Convertible Securities Fund, (14) Trustee of The Gabelli Money Market Funds
Inc.
(5) Director of Gabelli Equity Series Funds, Inc. (15) Trustee of The Gabelli Utilities Fund
(6) Director of The Gabelli Equity Trust Inc. (16) Trustee of The Gabelli Utility Trust
(7) Director of The Gabelli Global Multimedia Trust Inc. (17) Director of The Gabelli Value Fund Inc.
(8) Director of Gabelli Global Series Funds, Inc. (18) Trustee of The Gabelli Westwood Funds
(9) Director of Gabelli Gold Fund, Inc. (19) Director of The Treasurer's Fund, Inc.
(10) Trustee of The Gabelli Growth Fund
</TABLE>
The Trust pays each Director not affiliated with the Adviser or its
affiliates a fee of $6,000 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, 1999, amounted to
$52,776.
During the year ended December 31, 1999, the Directors of the Trust met
five times, one of which was a special meeting of Directors. Each Director then
serving in such capacity 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, 1999, 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 would consider recommendations by
shareholders if a vacancy were to exist. Such recommendations should be
forwarded to the Secretary of the Trust. During the fiscal year ended December
31, 1999, the Nominating Committee met once. The Trust does not have a standing
compensation committee.
Executive Officers of the Fund
Officers of the Fund are appointed by the Directors to serve at the
pleasure of the Board. Listed below is a brief description of the recent
business experience of each executive officer of the Fund who is not included in
the listing of Directors. The business address of each of these officers is One
Corporate Center, Rye, New York 10580-1434.
Name, Position with the Fund, Principal Occupation During Past Five Years and
Age
Bruce N. Alpert
Vice President and Treasurer. Officer of the Trust since its
inception. Executive Vice President and Chief Operating Officer of the Adviser.
Director and President of Gabelli Advisers, Inc. Vice President of the
Treasurer's Fund, Inc. and Vice President of The Gabelli Westwood Funds. Officer
of all registered investment companies advised by the Adviser. Mr. Alpert is 48
years old.
James E. McKee
Secretary of the Trust since August 1995. Secretary of the
Adviser. Vice President, Secretary and General Counsel of GAMCO Investors, Inc.
since 1993 and of Gabelli Asset Management Inc. since 1999. Secretary of the
registered investment companies advised by the Adviser and Gabelli Advisers,
Inc. Mr. McKee is 36 years old.
Peter W. Latartara
Vice President of the Trust since 1998. Assistant Vice President of the Trust
since May 1997 and officer of one other Gabelli fund. Formerly, Assistant Vice
President of Gabelli & Company, Inc. since 1996. Prior to 1996, Mr. Latartara
was with the government relations firm of Black, Manafort, Stone and Kelly in
Washington, D.C. Mr. Latartara is 32 years old.
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 Adviser. Officers of the Trust who are
employed by the Adviser receive no compensation or expense reimbursement from
the Trust.
Compensation Table
for the Fiscal Year Ended December 31, 1999
<TABLE>
<CAPTION>
<S> <C> <C>
Total Compensation from the
Aggregate Compensation Trust and Fund Complex
Name of Person and Position from the Trust Paid to Directors/Officers*
Mario J. Gabelli $ 0 $ 0 (17)
Chairman of the Board
Dr. Thomas E. Bratter $ 10,500 $ 33,750 (3)
Director
Felix J. Christiana $ 7,500 $ 99,250 (11)
Director
James P. Conn $ 11,000 $ 53,625 (6)
Director
Frank J. Fahrenkopf, Jr. $ 3,217 $ 26,577 (3)
Director
Karl Otto Pohl $ 325 $ 7,042 (19)
Director
Anthony R. Pustorino $ 8,000 $ 107,250 (11)
Director
Werner J. Roeder $ 1,234 $ 34,859 (11)
Director
Salvatore J. Zizza $ 11,000 $ 58,750 (5)
Director
Peter W. Latartara $ 62,500 $ 125,000 (2)
Vice President
* Represents the total compensation paid to such persons during the
calendar year ended December 31, 1999 by investment companies
(including the Trust) or portfolios thereof from which such person
receives compensation that are considered part of the same fund complex
as the Trust because they have common or affiliated advisers. The
number in parentheses represents the number of such investment
companies and portfolios.
</TABLE>
Required Vote
Election of each of the listed nominees for 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 Stockholders vote together as a single class for four
Directors, and Preferred Stockholders vote separately for one Director).
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE COMMON AND PREFERRED SHAREHOLDERS VOTE "FOR" THE ELECTION OF
EACH NOMINEE.
PROPOSAL 2: TO RATIFY THE SELECTION OF PRICEWATERHOUSECOOPERS LLP
AS THE INDEPENDENT ACCOUNTANTS OF THE TRUST
FOR THE YEAR ENDING DECEMBER 31, 2000
Upon recommendation by the Audit Committee, PricewaterhouseCoopers 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, 2000. PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PricewaterhouseCoopers 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 PRICEWATERHOUSECOOPERS LLP AS THE INDEPENDENT
ACCOUNTANTS OF THE TRUST FOR THE YEAR ENDING DECEMBER 31, 2000.
The Investment Adviser and Administrator
Gabelli Funds, LLC is the Trust's Adviser and administrator. The
business address for Gabelli Funds, LLC 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(h) of the 1940 Act, and
the rules thereunder, require the Trust's officers and Directors, officers and
Directors of the Adviser, affiliated persons of the 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, Inc. and to furnish the Trust with copies of all Section 16(a) forms
they file. Based solely on the Trust's review of the copies of such forms it
receives, the Trust believes that during 1999 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 five candidates who receive the highest number of votes cast
at the Meeting are elected; therefore, abstentions will be disregarded. The
ratification of PricewaterhouseCoopers 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.
Shareholders of the Trust will be informed of the voting results of the
Meeting in the Trust's Semi-Annual Report for the six months ending June 30,
2000.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors of the Trust 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 2001
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 December 7,
2000 .
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.
GBFMT-PS-00
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------------------------
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
- ------------------------------------------------------------------
COMMON SHAREHOLDER
1. To elect four (4) Directors of the Trust:
For All With- For All
Nominees hold Except
--- --- ---
Frank J. Fahrenkopf, Jr.
Karl Otto Pohl
Anthony R. Pustorino
Werner J. Roeder
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 name(s) of the nominee(s).
Your shares will be voted "FOR" the remaining nominee(s).
2. To ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Trust for the year ending December 31, 2000.
For Against Abstain
--- --- ---
Please be sure to sign and date this proxy.
Date
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.
CONTROL NUMBER:
RECORD DATE SHARES:
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
COMMON This proxy is solicited on behalf of the Directors COMMON
The undersigned hereby appoints Mario J. Gabelli, James E. McKee 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 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, May 15, 2000 at 10:00 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 Proposal 2 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 REVERSE AND RETURN PROMPTLY IN THE 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?
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
- ------------------------------------------------------------------
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
- ------------------------------------------------------------------
PREFERRED SHAREHOLDER
1. To elect five (5) Directors of the Trust:
For All With- For All
Nominees hold Except
--- --- ---
James P. Conn
Frank J. Fahrenkopf, Jr.
Karl Otto Pohl
Anthony R. Pustorino
Werner J. Roeder
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 name(s) of the nominee(s).
Your shares will be voted "FOR" the remaining nominee(s).
2. To ratify the selection of PricewaterhouseCoopers LLP as the independent
accountants of the Trust for the year ending December 31, 2000.
For Against Abstain
--- --- ---
Please be sure to sign and date this proxy.
Date
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.
CONTROL NUMBER:
RECORD DATE SHARES:
THE GABELLI GLOBAL MULTIMEDIA TRUST INC.
PREFERRED This proxy is solicited on behalf of the Directors PREFERRED
The undersigned hereby appoints Mario J. Gabelli, James E. McKee 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 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, May 15, 2000 at 10:00 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 Proposal 2 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 REVERSE AND RETURN PROMPTLY IN THE 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?