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-12
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND 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)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
One Corporate Center
Rye, New York 10580-1422
(914) 921-5070
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 12, 2003
------------------
To the Shareholders of
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
Notice is hereby given that the Annual Meeting of Shareholders (the
"Meeting") of The Gabelli Convertible and Income Securities Fund Inc. (the
"Fund") will be held at The Bruce Museum, One Museum Drive, Greenwich,
Connecticut 06830, on Monday, May 12, 2003 at 8:30 a.m. for the following
purposes:
1. To elect three (3) Directors of the Fund (PROPOSAL 1); and
2. To consider and vote upon such other matters, including adjournment, as
may properly come before said Meeting or any adjournments thereof.
These items are discussed in greater detail in the attached Proxy
Statement.
The close of business on March 10, 2003, has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting or any adjournments thereof.
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
FUND. 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 UNITED STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER.
By Order of the Board of Directors
JAMES E. MCKEE
SECRETARY
April 11, 2003
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 Fund 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, Executor
Estate of Jane Smith John B. Smith, Executor
TELEPHONE/INTERNET VOTING
Various brokerage firms may offer the convenience of providing your voting
instructions via telephone or the Internet for shares held through such firms.
If available, instructions are included with this Proxy Statement and proxy
card.
THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC.
----------
ANNUAL MEETING OF SHAREHOLDERS
MAY 12, 2003
----------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of The Gabelli Convertible and Income
Securities Fund Inc. (the "Fund") for use at the Annual Meeting of Shareholders
of the Fund to be held on Monday, May 12, 2003 at 8:30 a.m., at The Bruce
Museum, One Museum Drive, Greenwich, Connecticut 06830, and at any adjournments
thereof (the "Meeting"). A Notice of Annual Meeting of Shareholders and proxy
card accompany this Proxy Statement, all of which are first being mailed to
shareholders on or about April 11, 2003.
In addition to the solicitation of proxies by mail, officers of the Fund
and officers and regular employees of EquiServe Trust Company N.A.
("EquiServe"), the Fund's transfer agent, and affiliates of EquiServe or other
representatives of the Fund also may solicit proxies by telephone, telegraph,
Internet or in person. In addition, the Fund has retained Georgeson Shareholder
Communications Inc. to assist in the solicitation of proxies for a minimum fee
of $3,500 plus reimbursement of expenses. The costs of proxy solicitation and
the expenses incurred in connection with preparing the Proxy Statement and its
enclosures will be paid by the Fund. The Fund will also reimburse brokerage
firms and others for their expenses in forwarding solicitation materials to the
beneficial owners of its shares.
THE FUND'S MOST RECENT ANNUAL REPORT, INCLUDING AUDITED FINANCIAL
STATEMENTS FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002 IS AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING THE FUND AT ONE CORPORATE CENTER, RYE, NEW
YORK 10580-1422 OR CALLING THE FUND AT 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 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
Fund at the above address prior to the date of the Meeting.
In the event a quorum is not present at the Meeting or in the event that 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 for
approval 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 10, 2003, 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.
1
The Fund has two classes of capital stock authorized: common stock, par
value $0.001 per share ("Common Stock") and preferred stock, par value $0.001
per share ("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, March 10, 2003, there were 11,113,431
shares of Common Stock and no shares of Preferred Stock outstanding.
The following persons were known to the Fund to be beneficial owners of
more than 5% of the Fund's outstanding shares of Common Stock as of the record
date:
NAME AND ADDRESS OF AMOUNT OF SHARES
BENEFICIAL/RECORD OWNER(S) TITLE OF CLASS AND NATURE OF OWNERSHIP PERCENT OF CLASS
-------------------------- -------------- ----------------------- ----------------
Mario J. Gabelli and affiliates* Common 1,561,948 (beneficial) 14.05%
One Corporate Center
Rye, NY 10580
------------------
* Includes 209,110 shares owned directly by Mr. Gabelli, 13,334 shares owned by a family
partnership for which Mr. Gabelli serves as general partner, 39,416 shares held by
custodial accounts for which Mr. Gabelli serves as Trustee, 1,089,415 shares owned by
Gabelli Asset Management Inc. or its affiliates, 78,248 shares owned by the Gabelli &
Company, Inc. Profit-Sharing Plan, and 132,425 shares owned by discretionary accounts
managed by GAMCO Investors, Inc., a wholly-owned subsidiary of Gabelli Asset Management
Inc. Mr. Gabelli disclaims beneficial ownership of the shares held by custodial accounts,
the discretionary accounts, and by the entities named except to the extent of his interest
in such entities.
SUMMARY OF VOTING RIGHTS ON PROXY PROPOSALS
PROPOSAL COMMON STOCKHOLDERS
-------- -------------------
1. Election of Directors Common Stockholders elect three Directors: E. Val Cerutti,
Dugald A. Fletcher and Anthony R.Pustorino
2. Other Business Common Stockholders.
In order that your Shares may be represented at the Meeting, you are
requested to vote on the following matters:
2
PROPOSAL 1: TO ELECT THREE (3) DIRECTORS OF THE FUND
NOMINEES FOR THE BOARD OF DIRECTORS
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. E.
Val Cerutti, Dugald A. Fletcher and Anthony R. Pustorino have each been
nominated by the Board of Directors for a three-year term to expire at the
Fund's 2006 Annual Meeting of Shareholders and until their successors are duly
elected and qualified. Each of the Directors of the Fund has served in that
capacity since the June 5, 1989, organizational meeting of the Fund with the
exception of (i) Mr. Colavita, who became a Director of the Fund on November 15,
1989, (ii) Mr. Zizza, who became a Director of the Fund on April 24, 1991, (iii)
Mr. Pohl and Mr. van Ekris, who became Directors of the Fund on February 11,
1992 and (iv) Dr. Roeder, who became a Director of the Fund on August 15, 2001.
All of the Directors of the Fund are also directors or trustees of other
investment companies for which Gabelli Funds, LLC (the "Adviser") or its
affiliates serve as adviser. The classes of Directors are indicated below:
NOMINEES TO SERVE UNTIL 2006 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
E. Val Cerutti
Dugald A. Fletcher
Anthony R. Pustorino
DIRECTORS SERVING UNTIL 2005 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Anthony J. Colavita
Anthonie C. van Ekris
Salvatore J. Zizza
DIRECTORS SERVING UNTIL 2004 ANNUAL MEETING OF SHAREHOLDERS
-----------------------------------------------------------
Mario J. Gabelli, CFA
Karl Otto Pohl
Werner J. Roeder, MD
Under the Fund's Articles of Amendment and Restatement, Articles
Supplementary and the Investment Company Act of 1940, as amended (the "1940
Act"), holders of the Fund's outstanding Preferred Stock, voting as a separate
class, are entitled to elect two Directors, and holders of the Fund's
outstanding 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 Fund's Articles of Incorporation, Articles Supplementary and
By-Laws. The holders of the Fund's outstanding Preferred Stock would elect the
minimum number of additional Directors that would represent a majority of the
Directors in the event that dividends on the Fund's Preferred Stock are in
arrears for two full years. The Fund issued Preferred Stock on March 18, 2003
following the record date for the Meeting. No dividend arrearages exist at this
time. Anthony J. Colavita and Dr. Werner J. Roeder were each elected solely by
the holders of the Fund's then outstanding Preferred Stock and are not up for
election at the Meeting.
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 above. 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.
3
INFORMATION ABOUT DIRECTORS AND OFFICERS
Set forth in the table below are the existing Directors and Nominees for
election to the Board of the Fund, including information relating to their
respective positions held with the Fund, a brief statement of their principal
occupations during the past five years and other directorships, if any.
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED(2) DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR
------- ------- ---------------------- ---------------- ------------
INTERESTED DIRECTORS(3):
---------------------
MARIO J. GABELLI Since 1989* Chairman of the Board and Chief Director of Morgan Group 22
Director and Executive Officer of Gabelli Asset Holdings, Inc. (holding
Chief Investment Officer Management Inc. and Chief company); Vice Chairman
Age: 60 Investment Officer of Gabelli Funds, of Lynch Corporation
LLC and GAMCO Investors, Inc.; (diversified manufacturing)
Vice Chairman and Chief Executive
Officer of Lynch Interactive
Corporation (multimedia and services)
KARL OTTO POHL Since 1992* Member of the Shareholder Director of Gabelli Asset 31
Director Committee of Sal Oppenheim Jr. & Management Inc. (investment
Age: 73 Cie (private investment bank); management); Chairman,
Former President of the Deutsche Incentive Capital and Incentive
Bundesbank and Chairman of its Asset Management (Zurich);
Central Bank Council (1980-1991) Director at Sal Oppenheim Jr. &
Cie, Zurich
NON-INTERESTED DIRECTORS:
-------------------------
E. VAL CERUTTI Since 1989*** Chief Executive Officer of Director of Lynch Corporation 7
Director Cerutti Consultants, Inc.; Former (diversified manufacturing)
Age: 63 President and Chief Operating Officer
of Stella D'oro Biscuit Company
(through 1992); Adviser, Iona College
School of Business
4
TERM OF NUMBER OF
OFFICE AND PORTFOLIOS IN
NAME, POSITION(S) LENGTH OF FUND COMPLEX
ADDRESS1 TIME PRINCIPAL OCCUPATION(S) OTHER DIRECTORSHIPS OVERSEEN
AND AGE SERVED(2) DURING PAST FIVE YEARS HELD BY DIRECTOR BY DIRECTOR
------- ------- ---------------------- ---------------- ------------
NON-INTERESTED DIRECTOR(S):
-------------------------
ANTHONY J. COLAVITA(4) Since 1989** President and Attorney at Law in the -- 33
Director law firm of Anthony J. Colavita, P.C.
Age: 67 since 1961
DUGALD A. FLETCHER Since 1989*** President, Fletcher & Company, Inc.; Director of Harris and Harris 2
Director Former Director and Chairman and Group, Inc. (venture capital)
Age: 73 Chief Executive Officer of Binnings
Building Products, Inc. (1997)
ANTHONY R. PUSTORINO Since 1989*** Certified Public Accountant; -- 17
Director Professor Emeritus, Pace University
Age: 77
WERNER J. ROEDER, MD(4) Since 2001* Vice President/Medical Affairs, Lawrence -- 26
Director Hospital Center and practicing
Age: 62 private physician
ANTHONIE C. VAN EKRIS Since 1992** Managing Director of BALMAC -- 18
Director International, Inc.
Age: 68
SALVATORE J. ZIZZA Since 1991** Chairman, Hallmark Electrical Director of Hollis Eden 9
Director Supplies Corp.; Former Executive Pharmaceuticals
Age: 57 Vice President of FMG Group
(a healthcare provider)
TERM OF
OFFICE AND
NAME, POSITION(S) LENGTH OF
ADDRESS(1) TIME PRINCIPAL OCCUPATION(S)
AND AGE SERVED(2) DURING PAST FIVE YEARS
------- ------- ----------------------
OFFICERS:
--------
BRUCE N. ALPERT Since 1989 Executive Vice President and Chief Operating Officer of Gabelli Funds, LLC
President since 1988 and an officer of all mutual funds advised by Gabelli Funds, LLC
Age: 51 and its affiliates. Director and President of Gabelli Advisers, Inc.
GUS A. COUTSOUROS Since 2003 Vice President and Chief Financial Officer of Gabelli Funds, LLCsince 1998
Vice President and an officer of all mutual funds advised by Gabelli Funds LLC and its affiliates.
and Treasurer Chief Financial Officer of Gabelli Advisers, Inc. Prior to 1998, Treasurer
Age: 40 of Lazard Funds.
PETER W. LATARTARA Since 1998 Vice President of the Fund. Vice President of Gabelli & Company, Inc. since
Vice President 1996.
Age: 35
JAMES E. MCKEE Since 1995 Vice President, General Counsel and Secretary of Gabelli Asset Management
Secretary Inc. since 1999 and GAMCO Investors, Inc. since 1993; Secretary of all mutual
Age: 39 funds advised by Gabelli Advisers, Inc. and Gabelli Funds, LLC
-------------------
1 Address:One Corporate Center, Rye, NY 10580-1422, unless otherwise noted.
2 The Fund's 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 expires and the successor or successors elected to such class
serve for a three year term.
* Term expires at the Fund's 2004 Annual Meeting of Shareholders and until his successor is duly elected
and qualified.
** Term expires at the Fund's 2005 Annual Meeting of Shareholders and until his successor
is duly elected and qualified.
*** Nominee to serve until the Fund's 2006 Annual Meeting of Shareholders and until his successor is duly
elected and qualified.
3 "Interested person" of the Fund as defined in the 1940 Act. Messrs. Gabelli and Pohl are each considered
an "interested person" because of their affiliation with Gabelli Funds, LLC which acts as the Fund's
investment adviser.
4 Elected by holders of the Fund's Preferred Stock.
5
BENEFICIAL OWNERSHIP OF SHARES HELD IN THE FUND AND THE FUND COMPLEX FOR EACH
DIRECTOR AND NOMINEE FOR ELECTION AS DIRECTOR
Set forth in the table below is the dollar range of equity securities held
in the Fund and the aggregate dollar range of equity securities in the Fund
complex beneficially owned by each Director.
NAME OF DIRECTOR DOLLAR RANGE OF EQUITY AGGREGATE DOLLAR RANGE OF EQUITY
SECURITIES HELD SECURITIES HELD
IN THE FUND*(1)(2) IN FUND COMPLEX*(2)
Mario J. Gabelli E E
---- ----
E. Val Cerutti** C D
---- ----
Anthony J. Colavita E E
---- ----
Dugald A. Fletcher E E
---- ----
Anthony R. Pustorino D E
---- ----
Werner J. Roeder, MD E E
---- ----
Karl Otto Pohl A A
---- ----
Anthonie C. van Ekris C E
---- ----
Salvatore J. Zizza E E
---- ----
--------------------------
* Key to Dollar Ranges
A. None
B. $1 - $10,000
C. $10,001 - $50,000
D. $50,001 - $100,000
E. Over $100,000
All shares were valued as of December 31, 2002.
** Mr. Cerutti beneficially owns less than 1% of the common stock of (i) Lynch Corporation having a value of
$54,000 as of December 31, 2002 and (ii) Lynch Interactive Corporation having a value of $27,600 as of
December 31, 2002. Lynch Corporation and Lynch Interactive Corporation may be deemed to be controlled by
Mario J. Gabelli and in that event would be deemed to be under common control with the Fund's Adviser.
(1) This information has been furnished by each Director as of December 31, 2002. "Beneficial Ownership" is
determined in accordance with Section 16a-1(a)(2) of the Securities Exchange Act of 1934, as amended (the
"1934 Act").
(2) Less than 1%, with the exception of Mr. Gabelli, who beneficially owns 14.05% of the Fund's Shares
outstanding.
The Fund pays each Director not affiliated with the Adviser or its
affiliates, a fee of $5,000 per year plus $750 per meeting attended in person
and $500 per telephonic meeting, together with the Directors' actual
out-of-pocket expenses relating to their attendance at such meetings. The
aggregate remuneration (not including out-of-pocket expenses) paid by the Fund
to such Directors during the year ended December 31, 2002 amounted to $60,000.
During the year ended December 31, 2002, the Directors of the Fund met five
times. 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.
The Directors serving on the Fund's Nominating Committee are Messrs.
Colavita (Chairman) and Zizza, who are not "interested persons" of the Fund as
defined in the 1940 Act. 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 Fund. The Nominating Committee did not meet
during the year ended December 31, 2002. The Fund does not have a standing
compensation committee.
6
Messrs. Pustorino (Chairman), Colavita and Zizza, who are not "interested
persons" of the Fund as defined in the 1940 Act, serve on the Fund's Audit
Committee. In addition, Messrs. Pustorino, Colavita and Zizza are considered
independent Directors pursuant to applicable New York Stock Exchange rules. The
Audit Committee is generally responsible for reviewing and evaluating issues
related to the accounting and financial reporting policies and practices of the
Fund, its internal controls and, as appropriate, the internal controls of
certain service providers, overseeing the quality and objectivity of the Fund's
financial statements and the audit thereof and to act as a liaison between the
Board of Directors and the Fund's independent accountants. During the year ended
December 31, 2002, the Audit Committee met twice.
Based upon the recommendation of the Fund's Audit Committee, the Fund's
Board of Directors, including those Directors who are not "interested persons"
(as defined in the 1940 Act) of the Fund or its Adviser, have approved the
selection of PricewaterhouseCoopers LLP ("PWC"), 1177 Avenue of the Americas,
New York, New York 10036, to serve as independent accountants for the Fund's
fiscal year ending December 31, 2003. PWC has advised the Fund that it is
independent with respect to the Fund in accordance with the applicable
requirements of the American Institute of Certified Public Accountants and the
Securities and Exchange Commission (the "SEC"). A representative of PWC will not
be present at the Meeting, but will be available by telephone and will have an
opportunity to make a statement if the representative so desires, and will be
available to respond to appropriate questions.
AUDIT COMMITTEE REPORT
The role of the Fund's Audit Committee is to assist the Fund's Board of
Directors in its oversight of the Fund's financial reporting process. The
Board of Directors of the Fund has adopted a Charter for the Audit
Committee. Management, however, is responsible for maintaining appropriate
systems for accounting and internal control, and the Fund's independent
accountants are responsible for planning and carrying out proper audits
and reviews.
In connection with the Fund's audited financial statements for the year
ended December 31, 2002, included in the Fund's Annual Report dated
December 31, 2002 (the "Annual Report"), the Audit Committee reviewed and
discussed at a meeting held on February 13, 2003, the Fund's audited
financial statements with management and the Fund's independent
accountants, and discussed the audit of such financial statements with the
Fund's independent accountants.
The Audit Committee specifically discussed with the independent
accountants the quality, and not just the acceptability under generally
accepted accounting principles, of the accounting principles applied by
the Fund. The Audit Committee also received a formal written statement
from the Fund's independent accountants delineating the relationships
between the independent accountants and the Fund and its affiliates and
discussed matters designed to assist the Committee in determining whether
the independence of the accountants might reasonably be viewed as becoming
adversely affected.
Members of the Fund's Audit Committee are not employed by the Fund for
accounting, financial management or internal control purposes. Moreover,
the Audit Committee relies on and makes no independent verification of the
facts presented to it or representations made by management or the Fund's
independent accountants. Accordingly, the Audit Committee's oversight does
not provide an independent basis to determine that management has
maintained appropriate accounting and/or financial reporting principles
and policies, or internal controls and procedures, designed to assure
compliance with accounting standards and applicable laws and regulations.
7
Furthermore, the Audit Committee's considerations and discussions
referred to above do not provide assurance that the audit of the Fund's
financial statements has been carried out in accordance with generally
accepted auditing standards or that the financial statements are
presented in accordance with generally accepted accounting principles.
Based on its consideration of the Fund's audited financial statements and
the discussions referred to above with management and the Fund's
independent accountants, and subject to the limitations on the
responsibilities and role of the Audit Committee set forth in the Audit
Committee's Charter and those discussed above, the Audit Committee
recommended to the Fund's Board of Directors that the Fund's audited
financial statements be included in the Fund's Annual Report.
Set forth in the table below are audit fees and non-audit related fees
billed by the Fund's independent accountants to the Fund for the Fund's
fiscal year ended December 31, 2002.
FINANCIAL INFORMATION SYSTEMS
AUDIT FEES DESIGN AND IMPLEMENTATION FEES ALL OTHER FEES
---------- ------------------------------ --------------
$26,000 - For No fees were billed for $23,150 - For tax services and
professional services professional services rendered other attest services rendered
rendered for the audit to the Fund, the Fund's by the principal accountant
of the Fund's annual investment adviser and any (other than those disclosed in
financial statements entity controlling, controlled the previous columns) to the
for the year ended by or under common control Fund. There were no other
December 31, 2002. with the Adviser that provides fees paid by the Fund's
services to the Fund. investment adviser and any
entity controlling, controlled
by or under common control
with the Adviser that provides
services to the Fund.
The Audit Committee has considered whether the provision of the non-audit
services is compatible with maintaining the auditors' independence.
SUBMITTED BY THE AUDIT COMMITTEE OF THE FUND'S BOARD OF DIRECTORS
Anthony R. Pustorino, Chairman
Anthony J. Colavita
Salvatore J. Zizza
The following table sets forth certain information regarding the
compensation of the Fund's Directors and officers for the fiscal year ended
December 31, 2002. Mr. Latartara is employed by the Fund and The Gabelli Global
Multimedia Trust Inc. and The Gabelli Equity Trust Inc. and is not employed by
the Adviser (although he may receive incentive-based variable compensation from
affiliates of the Adviser). Officers of the Fund who are employed by the Adviser
receive no compensation or expense reimbursement from the Fund.
8
COMPENSATION TABLE
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
-------------------------------------------
AGGREGATE COMPENSATION FROM
AGGREGATE COMPENSATION THE FUND AND FUND COMPLEX
NAME OF PERSON AND POSITION FROM THE FUND PAID TO DIRECTORS/OFFICER*
--------------------------- ------------- -------------------------
MARIO J. GABELLI $0 $0 (22)
Chairman of the Board, President and
Chief Investment Officer
E. VAL CERUTTI $8,750 $23,250 (7)
Director
ANTHONY J. COLAVITA $9,750 $152,286 (33)
Director
DUGALD A. FLETCHER $9,250 $17,250 (2)
Director
KARL OTTO POHL $0 $0 (31)
Director
ANTHONY R. PUSTORINO $9,750 $132,286 (17)
Director
WERNER J. ROEDER, MD $8,750 $97,786 (26)
Director
ANTHONIE C. VAN EKRIS $8,750 $67,250 (18)
Director
SALVATORE J. ZIZZA $10,250 $73,750 (9)
Director
PETER W. LATARTARA $97,500 $160,000 (2)
Vice President
------------------
* Represents the total compensation paid to such persons during the calendar year ended December 31, 2002 by
investment companies (including the Fund) or portfolios thereof from which such person receives
compensation that are considered part of the same fund complex as the Fund because they have common or
affiliated advisers. The number in parentheses represents the number of such investment companies and
portfolios.
REQUIRED VOTE
The election of each of the listed nominees for Director of the Fund
requires the affirmative vote of the holders of a plurality of the applicable
classes of shares of the Fund represented at the Meeting if a quorum is present
voting together as a single class for three Directors.
THE BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMENDS THAT THE COMMON SHAREHOLDERS VOTE "FOR" THE ELECTION OF EACH NOMINEE.
9
ADDITIONAL INFORMATION
THE INVESTMENT ADVISER AND ADMINISTRATOR
Gabelli Funds, LLC is the Fund's Adviser and Administrator and its
business address is One Corporate Center, Rye, New York 10580-1422.
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 Fund'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 Fund's securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission
and the New York Stock Exchange and to furnish the Fund with copies of all
Section 16(a) forms they file. Based solely on the Fund's review of the copies
of such forms it receives, the Fund believes that during the calendar year ended
2002, such persons complied with all such applicable filing requirements except
that filings made on behalf of all the Directors (with the exception of Karl
Otto Pohl) and Bruce Alpert, President of the Fund, who participated in the 2002
rights offering on December 17, 2002, were made on December 30, 2002. In
addition, a filing on behalf of Mr. Colavita, whose holdings of preferred stock
were involuntarily redeemed by the Fund on November 12, 2002 and February 11,
2003, was made on February 27, 2003.
BROKER NON-VOTES AND ABSTENTIONS
The affirmative vote of a majority of votes cast for each Director by the
holders entitled to vote for a particular Director is necessary for the election
of a Director. Abstentions or broker non-votes will not be counted as votes cast
and will have no effect on the result of the vote. Abstentions or broker
non-votes, however, will be considered to be present at the Meeting for purposes
of determining the existence of a quorum.
Shareholders of the Fund will be informed of the voting results of the
Meeting in the Fund's Semi-Annual Report for the period ended June 30, 2003.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors of the Fund 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, including adjournment, 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 Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 2004
must be received by the Fund for consideration for inclusion in the Fund's Proxy
Statement and proxy relating to that meeting no later than December 12, 2003.
There are additional requirements regarding proposals of shareholders, and a
shareholder contemplating submission of a proposal is referred to Rule 14a-8
under the 1934 Act.
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.
GBFCS-PS-2003
10
HE GABELLI CONVERTIBLE AND
INCOME SECURITIES FUND INC.
C/O EQUISERVE TRUST COMPANY, N.A.
P.O. BOX 8694
EDISON, NJ 08818-8694
DETACH HERE IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL ZGBFS1
Please mark
votes as in
this example. X
1. To elect three (3) Directors of the Fund:
(01) E. Val Cerutti
(02) Dugald A. Fletcher
(03) Anthony R. Pustorino
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THE GABELLI CONVERTIBLE AND INCOME
SECURITIES FUND INC.
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COMMON SHAREHOLDER
For All
Nominees _____ Withhold______
For All
Except________________________________________________________
(INSTRUCTION: To withhold authority to vote for any individual
nominee, write that nominee's name in the space provided above.)
Mark box at right if an address change or comment has been
noted on the reverse side of this card. _______
Please be sure to sign and date this proxy.
Signature:_____________ Date:_____________ Co-owner:____________ Date:_________
DETACH HERE ZGBFS2
COMMON THE GABELLI CONVERTIBLE AND INCOME SECURITIES FUND INC. COMMON
This proxy is solicited on behalf of the Board of Directors
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 Convertible and Income
Securities Fund Inc. (the "Fund") which the undersigned is entitled to vote at
the Annual Meeting of Shareholders of the Fund to be held at The Bruce Museum,
One Museum Drive, Greenwich, Connecticut 06830 on Monday, May 12, 2003 at 8:30
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 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 Proposal No. 1.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
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Please sign this proxy exactly as your name(s) appear(s) on the books of the
Fund. 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.
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HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
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