<PAGE>
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 17, 1996
TO THE SHAREHOLDERS:
The Annual Meeting of the Shareholders (the "Meeting")
of Allmerica
Securities Trust (the "Trust") will be held at the offices of
the Trust, 440
Lincoln Street, Worcester, Massachusetts, on Wednesday, April 17,
1996, at 9:00
a.m., Eastern time, for the following purposes:
1. To elect Trustees, each to serve until the next
Annual Meeting of
Shareholders and until his or her successor is duly
elected and
qualified;
2. To ratify or reject the selection by the Trustees of the
firm of Price
Waterhouse LLP as independent accountants of the Trust
for the fiscal
year ending December 31, 1996; and
3. To transact such other business as may properly come
before the Meeting,
or any adjournment thereof.
Only shareholders of record at the close of business on
February 29, 1996
will be entitled to notice of and to vote at the Meeting and
any adjournment
thereof.
By order of the
Trustees,
JOSEPH W. MACDOUGALL,
JR.
SECRETARY
March 12, 1996
<PAGE>
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
March 12, 1996
DEAR SHAREHOLDERS:
Enclosed is a Notice of the Annual Meeting of Shareholders
to be held on
April 17, 1996, to consider the election of Trustees and the
ratification of the
selection of accountants.
Your Trustees unanimously recommend that you vote for the
proposals by
marking, dating, and signing the enclosed Proxy and returning it
promptly.
Respectfully,
JOHN F. O'BRIEN
CHAIRMAN
NOTICE: IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT
THE MEETING,
REGARDLESS OF THE NUMBER OF SHARES YOU HOLD. PLEASE
SIGN AND RETURN
PROMPTLY THE ENCLOSED PROXY IN THE ACCOMPANYING POSTAGE
PAID ENVELOPE.
<PAGE>
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
PROXY STATEMENT
March 12, 1996
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of
the Trustees of
Allmerica Securities Trust (the "Trust"). Any shareholder giving a
proxy has the
power to revoke it prior to its exercise by submission of a later
dated proxy,
by voting in person, or by letter to the Secretary of
the Trust. This
solicitation is being made by use of the mails, but may
also be made by
telephone, telefax and personal interviews. The cost of
preparing and mailing
this proxy statement, notice and form of proxy, and any
additional material
which may hereafter be furnished in connection with the
solicitation of the
enclosed proxy, will be paid by the Trust.
On February 29, 1996, the Trust had outstanding 8,592,303
shares. Each share
is entitled to one vote and each fractional share to an
equivalent fractional
vote. Only shareholders of record at the close of business on
February 29, 1996
will be entitled to notice of and to vote at the Annual Meeting
(the "Meeting".)
In the event that a quorum of shareholders (30% of all
shares issued and
outstanding and entitled to vote at the Meeting) is not
represented at the
Meeting or at any adjournments thereof, or, even though a
quorum is so
represented, if sufficient votes in favor of the matters set forth
in the Notice
of Meeting are not received by April 17, 1996, the persons named
as proxies may
propose one or more adjournments of the Meeting for a period or
periods of not
more than ninety days in the aggregate and further solicitation
of proxies may
be made. Any such adjournment may be effected by a majority
of the votes
properly cast in person or by proxy on the question at the
session of the
Meeting to be adjourned. The persons named as proxies will vote in
favor of such
adjournment those proxies which they are entitled to vote in
favor of the
matters set forth in the Notice of the Meeting. They will vote
against any such
adjournment those proxies required to be voted against any of such
matters.
The Annual Report for the fiscal year ended December 31,
1995, including
financial statements, may be obtained, without charge, by
calling Shareholder
Services, The Bank of New York, 101 Barclay Street, New York,
NY 10286, at
1-800-432-8224. The approximate date for mailing the proxy
statement and form of
proxy to all shareholders is March 12, 1996.
The Trust's investment adviser is Allmerica Asset Management,
Inc. ("AAM"),
a wholly-owned subsidiary of First Allmerica Financial Life
Insurance Company
("First Allmerica"). The
1
<PAGE>
address of AAM and First Allmerica is 440 Lincoln Street,
Worcester, MA 01653.
First Data Investor Services Group, Inc. ("FDISG"), formerly
The Shareholder
Services Group, Inc., a wholly-owned subsidiary of First
Data Corporation,
calculates net asset value per share, maintains general
accounting records and
performs administrative services for the Trust. Its address is 53
State Street,
Boston, MA 02109.
1. ELECTION OF TRUSTEES.
The Board of Trustees currently consists of ten members. The
Declaration of
Trust provides that the Trust shall have a Board of Trustees
composed of not
less than three nor more than fifteen Trustees to be elected by
ballot by the
shareholders.
Biographical data for the current Trustees of the Trust
who have been
nominated for re-election is set forth below. Information
relating to the
principal officers of the Trust is set forth under "Information
Pertaining to
First Allmerica" starting on page 8. It is proposed at the
Meeting to re-elect
the persons listed below as Trustees, each to serve as such
until the next
Annual Meeting of Shareholders and until his or her successor
is elected and
qualified. All are now Trustees and all have stated they would
be willing to
serve if re-elected.
<TABLE>
<CAPTION>
BENEFICIAL
SHARES AS
NAME AND AGE OF NOMINEE AS OF PRINCIPAL OCCUPATION AND
SERVED OF
3/1/96 DIRECTORSHIPS(1)
SINCE 3/1/96(2)
- ------------------------------ ---------------------------------
- --------- -----------
<S> <C>
<C> <C>
*John F. O'Brien (52) President, Chief Executive
1989 None
Trustee, Chairman of the Board Officer and Director, First
Allmerica Director; Chairman of
the Board, Allmerica Financial
Life Insurance and Annuity
Company ("Allmerica Life").
Russell E. Fuller (69) Chairman, REFCO, Inc.
1991 1000
Trustee, Chairman of the (distributor of tools and
Nominating Committee abrasives).
Gordon Holmes (57) Certified Public Accountant,
1991 None
Trustee, Chairman of the Audit Tofias, Fleishman, Shapiro & Co.,
Committee P.C.
*John P. Kavanaugh (41) President, AAM since 1995; Vice
1995 100
Trustee President, First Allmerica and
Allmerica Life.
</TABLE>
2
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<TABLE>
<S> <C>
<C> <C>
Bruce E. Langton (64) Member, First Allmerica Manager
1996 None
Trustee, Member of the Fund Evaluation Team; Director,
Operations Committee and the Competitive Technologies, Inc.
Nominating Committee (technology transfer); Trustee,
Bankers Trust mutual funds;
Member, Investment Committee, TWA
Pilots Trust Annuity Plan;
Member, Investment Committee,
Unilever United States -- Pension
& Thriftplans.
Attiat F. Ott (60) Professor of Economics and
1982 None
Trustee, Member of the Audit Director of the Institute for
Committee and Fund Operations Economic Studies, Clark
Committee University.
Paul D. Paganucci (64) Director and Chairman, Ledyard
1972 8617.30
Trustee, Member of the Audit National Bank, since 1991;
Committee and the Nominating Director, Filene's Basement, Inc.
Committee (retailing); Trustee, HRE
Properties, Inc. (real estate
investment firm); former Chairman
of the Executive Committee and
Director (1989-1991), W. R. Grace
& Co.
*Richard M. Reilly (57) Vice President, First Allmerica;
1991 1000
Trustee and President President, Allmerica Life.
**Ranne P. Warner (51) President, Centros Properties,
1991 None
Trustee, Member of the USA; Owner, Ranne P. Warner and
Nominating Committee and Fund Company; Director, Wainwright
Operations Committee Bank & Trust Co. (commercial
bank).
Thomas S. Zocco (65) Retired; President and Director,
1991 2500
Trustee, Chairman of the Fund Colonial Capital Corp.;
Operations Committee and President, Wainwright Bank &
Member of the Audit Committee Trust Co. (1987-1991).
</TABLE>
- ----------------
* Messrs. Kavanaugh, O'Brien and Reilly are "interested
persons",
as defined in the Investment Company Act of 1940 as
amended (the
"1940 Act"), of the Trust and of First Allmerica
because of their
affiliations with First Allmerica.
3
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** Cantonwood Associates Limited Partnership, of which Ms.
Warner is
a general partner, filed a petition in bankruptcy in
May, 1991.
The case was dismissed on April 30, 1992.
(1) Except as otherwise noted, each individual has held
the office
indicated or other offices in the same organization for
the last
five years. The business address of each person is
440 Lincoln
Street, Worcester, Massachusetts 01653.
(2) On March 1, 1996, the Trustees and officers
beneficially owned a
total of 13,517 shares of the Trust, representing
0.16% of the
then outstanding shares. The largest single beneficial
holding of
a Trustee was 8,617 shares, representing 0.10% of the
outstanding
shares. First Allmerica owned 67,200.707 shares on
March 1, 1996.
The Trust's Board, which is currently composed of seven
non-interested
Trustees and three interested Trustees, met four times during
the fiscal year
ended December 31, 1995 and all of the Trustees, except Mr.
Zocco, attended at
least 75% of Board and Committee meetings during the fiscal
year. The Trustees
received the following compensation during that year. No officer
of the Trust
received compensation from the Trust for serving in such capacity.
COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL
COMPENSATION FROM TRUST
NAME OF PERSON AGGREGATE COMPENSATION AND FUND
COMPLEX PAID TO
AND POSITION FROM TRUST
TRUSTEES
- ---------------------- ----------------------- -----------------
- --------------
<S> <C> <C>
Russell E. Fuller, $540
$8,000
Trustee, Chairman of
the Nominating
Committee
Gordon Holmes, 540
8,000
Trustee, Chairman of
the Audit Committee
*John D. Hunt, 540
8,000
Trustee, Member of the
Fund Operations
Committee and the
Nominating Committee
Attiat F. Ott, 540
8,000
Trustee, Member of the
Audit Committee and
Fund Operations
Committee
</TABLE>
4
<PAGE>
<TABLE>
<S> <C> <C>
Paul D. Paganucci, 8,000
8,000
Trustee, Member of the
Audit Committee and
the Nominating
Committee
Ranne P. Warner, 540
8,000
Trustee, Member of the
Nominating Committee
and Fund Operations
Committee
Thomas S. Zocco, 482
7,000
Trustee, Chairman of
the Fund Operations
Committee and Member
of the Audit Committee
John P. Kavanaugh, None None
Trustee
Richard M. Reilly, None None
Trustee
John F. O'Brien, None None
Trustee
</TABLE>
- ----------------
* Mr. Hunt retired from all positions with the Trust
effective
February 7, 1996. On February 6, 1996 the Trustees
elected Bruce
E. Langton a Trustee to fill the vacancy created by
Mr. Hunt's
retirement.
The Trust has no retirement or pension plan for its Trustees.
The Trust does not have a compensation committee; such
matters are
considered by the Trust's Nominating Committee.
The Trust's Fund Operations Committee is composed entirely
of Trustees who
are not interested persons of the Trust, First Allmerica, or
its affiliates.
Currently, Mr. Thomas S. Zocco, (Chairman), Mr. Bruce E. Langton,
Dr. Attiat F.
Ott and Ms. Ranne P. Warner comprise the Committee. The
Committee separately
reviews and makes recommendations to the Trustees on a
variety of matters,
including the various contractual arrangements between the
Trust and its
investment adviser, distribution agent, transfer and
shareholder servicing
agent, proposals to
5
<PAGE>
continue or modify the terms of such agreements, and certain
matters where there
may be a possible conflict of interest between the interests of
the Trust and
First Allmerica or its affiliates. During the fiscal year
ended December 31,
1995, the Committee had one meeting.
The Trust's Audit Committee is composed entirely of Trustees
who are not
interested persons of the Trust, First Allmerica, or its
affiliates. Currently,
Mr. Gordon Holmes (Chairman), Dr. Attiat F. Ott, Mr. Paul D.
Paganucci and Mr.
Thomas S. Zocco comprise the Committee. This Committee reviews and
evaluates the
audit function, including recommending to the Board the
independent accountants
to be selected for the Trust, review of all auditing
procedures and
arrangements, and review of qualifications of key personnel
performing audit
work. During the fiscal year ended December 31, 1995, the
Committee had two
meetings.
The Fund's Nominating Committee is composed entirely of
Trustees who are not
interested persons of the Trust, First Allmerica, or its
affiliates. Currently
Mr. Russell E. Fuller (Chairman), Mr. Bruce E. Langton, Mr. Paul
D. Paganucci
and Ms. Ranne P. Warner comprise the Committee. The Committee
is charged with
the duties of reviewing the composition and compensation of
the Trustees,
proposing additional non-interested Trustees for election to
the Board, and
reviewing major personnel changes of the Trust. During the
fiscal year ended
December 31, 1995, the Committee had one meeting. The Nominating
Committee will
consider nominees recommended by shareholders.
Recommendations should be
submitted to the Committee in care of the Secretary of the Trust.
If any of the nominees for election as Trustees shall by
reason of death or
for any other reason become unavailable as a candidate at the
Meeting, votes
pursuant to the enclosed proxy will be cast for a substitute
candidate in the
discretion of the persons named as proxies therein, or their
substitutes,
present and acting at the Meeting, or the Trustees may reduce
the size of the
Board. A plurality of the votes properly cast in person or by
proxy at the
Meeting is required for the election of the Trustees.
SECTION 16(A) OF THE SECURITIES ACT OF 1934.
Section 16(a) of the Securities Exchange Act of 1934 and
Section 30(f) of
the 1940 Act require the Trust's Trustees and executive officers,
its investment
adviser and certain affiliated persons of the investment adviser
and persons who
own more than ten percent of the Trust's shares, to file
reports of initial
ownership and changes in ownership with the Securities and
Exchange Commission
("SEC") and the New York Stock Exchange. These individuals are
required by SEC
regulations to furnish the Trust with copies of all Section
16(a) forms they
file.
To the Trust's knowledge, based solely on review of the
copies of such
reports furnished to the Trust and written representations that no
other reports
were required, all Section 16(a) filing requirements applicable to
its officers,
Trustees, and greater than ten percent beneficial owners were
complied with
during the fiscal year ended December 31, 1995 except that
a report of
6
<PAGE>
initial ownership was filed late for Patricia Bickimer, an officer
of the Trust.
Moreover, reports of initial ownership were filed late for
the following
affiliated persons of the Trust's investment adviser: Abigail M.
Armstrong, John
W. Bosselman, III, Joseph W. Breen, Lisa M. Coleman, William K.
Fain, Andrew M.
Hunt, Scott C. Hyney, Alan F. Joachim, Rene J. Labonte, Richard
K. tenEyck, Ann
Kirkpatrick Tripp and James S. Wakefield.
2. RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT
ACCOUNTANTS
Subject to ratification by a majority in interest of
shareholders
represented at the Meeting, the firm of Price Waterhouse LLP
was selected as
independent accountants for the Trust for the fiscal year ending
December 31,
1996 by a majority of the Trustees who are not "interested
persons" of the
Trust. Price Waterhouse LLP also serves as independent accountants
for Allmerica
Investment Trust, Allmerica Funds and other affiliates of First
Allmerica, but
has no relationship with any of them other than as
independent accountants.
During the fiscal year ended December 31, 1995, the audit
services provided to
the Trust by Price Waterhouse LLP included examination of
financial statements,
review of filings with the SEC and preparation of tax returns.
No non-audit
services were provided to the Trust.
It is intended that proxies not limited to the contrary
will be voted in
favor of ratifying the selection of Price Waterhouse LLP under
Section 32(a) of
the 1940 Act as independent public accountants to certify
every financial
statement of the Trust required by any law or regulation to be
certified by
independent public accountants and filed with the SEC in respect
of all or any
part of the fiscal year ending December 31, 1996. Price
Waterhouse LLP has no
direct or material indirect interest in the Trust.
Representatives of Price
Waterhouse LLP are not expected to be present at the Meeting,
but have been
given the opportunity to make a statement if they so desire
and will be
available should any matter arise requiring their presence.
RECOMMENDED SHAREHOLDER ACTION AND REQUIRED VOTE.
The Trustees recommend that the selection of Price
Waterhouse LLP be
ratified. A majority of the votes cast on the matter at the
Meeting, in person
or by proxy, is required for approval of this item.
3. OTHER MATTERS AND DISCRETION OF PERSONS NAMED AS PROXIES
While the Meeting is called to act upon any business that may
properly come
before it, at the date of this statement the only business
which management
intends to present or knows that others will present is the
business mentioned
in the Notice of the Meeting. If any other matters lawfully
come before the
Meeting, and on all procedural matters at said Meeting, it is
intended that the
enclosed proxy shall be voted in accordance with the best
judgment of the
persons named as proxies therein, or their substitutes, present
and acting at
the Meeting.
7
<PAGE>
DATE FOR RECEIPT OF SHAREHOLDER PROPOSALS.
No proposals were submitted by Shareholders for presentation
at the Meeting.
Shareholder proposals which are intended to be presented at the
Annual Meeting
in 1997 must be received at the principal executive offices of
the Trust, 440
Lincoln Street, Worcester, MA 01653, on or before December
5, 1996, for
inclusion in the proxy statement and proxy related to such
meeting.
INFORMATION PERTAINING TO FIRST ALLMERICA
The following table lists the executive officers of the
Trust, all of whom
have been employees of First Allmerica or its affiliates for
the last five
years:
<TABLE>
<CAPTION>
NAME AND AGE OF OFFICERS AS
OF 3/1/96 POSITION WITH THE TRUST
SERVED SINCE
- --------------------------- ------------------------------ -----
- -------
<S> <C> <C>
John F. O'Brien (52) Chairman of the Board and
Trustee
1989
Richard M. Reilly (57) President and Trustee
1990
John R. Kavanaugh (41) Vice President and Trustee
1995
Joseph W. MacDougall, Jr. Secretary
1996
(52)
</TABLE>
QUORUM, REQUIRED VOTES, AND METHOD OF TABULATION.
Thirty percent (30%) of the shares entitled to vote, present
in person or
represented by proxy, constitute a quorum for the transaction of
business at the
meeting. Votes cast by proxy or in person at the Meeting will
be counted by
persons appointed by the Trust to act as tellers for the Meeting.
The ten (10) nominees for election as Trustees at the
meeting who receive
the greatest number of votes properly cast for the election of
Trustees shall be
elected Trustees. A majority of the votes properly cast on
the matter is
necessary to ratify the selection of independent accountants.
The tellers will count the total number of votes cast "for"
approval of the
proposals for purposes of determining whether sufficient
affirmative votes have
been cast. The tellers will count shares represented by proxies
that withhold
authority to vote for a nominee for election as a trustee or
that reflect
abstentions or "broker nonvotes" (i.e., shares held by
brokers or
8
<PAGE>
nominees as to which (i) instructions have not been received from
the beneficial
owners or persons entitled to vote and (ii) the broker or nominee
does not have
the discretionary voting power on a particular matter) as
shares that are
present and entitled to vote on the matter for purposes of
determining the
presence of a quorum. With respect to the election of Trustees and
ratification
of accountants, neither withholding authority to vote nor
abstentions nor broker
nonvotes have any effect on the outcome of the voting on the
matter.
9
March 15, 1996
VIA EDGAR
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street N.W.
Washington, DC 20549
ATTN: Office of Filings, Information and Consumer Services
RE: Allmerica Securities Trust (the "Trust")
Definitive Proxy Materials
File Nos. 811-2338
Gentlemen:
Pursuant to Rule 14a-6(b) under the Securities Exchange Act
of 1934 (the "Act"), please find enclosed for filing on behalf of
the above-referenced Trust, the proxy statement and form of proxy
("Proxy Materials") that were mailed to the shareholders of the
Trust on or about March 15, 1996. Additionally, six (6) copies of
the Proxy Materials have been mailed for filing with The New York
Stock Exchange.
In addition, pursuant to Rule 20a-1(c) under the Investment
Company Act of 1940, as amended, the filing fee in the amount of
$125.00 for the Trust on whose behalf the Proxy Materials are
being filed has been wired to Mellon Bank, SEC Acct. No. 9108739,
ABA No. 043000261.
.
Kindly return an electronic transmittal as evidence of your
receipt of this filing.
Very truly yours,
/s/ Kathleen A. Strong
Kathleen A. Strong
Sr. Legal Product Manager
Enclosures
cc: J. MacDougall, Esq.
G. Hanson, Esq.
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