-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VnF4vDwfNr0HihIZ7hkT3oC4es1RmXpzp/kXvCeRfpbCDz0NFy9wdZNrEgsZawWi 14EBlUnV7tOJgO4ugDUi1w== 0000950150-99-000452.txt : 19990412 0000950150-99-000452.hdr.sgml : 19990412 ACCESSION NUMBER: 0000950150-99-000452 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990517 FILED AS OF DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PACIFIC AMERICAN INCOME SHARES INC CENTRAL INDEX KEY: 0000075398 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 952808650 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-02351 FILM NUMBER: 99590316 BUSINESS ADDRESS: STREET 1: 111 SOUTH CALVERT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 BUSINESS PHONE: 4105390000X2744 MAIL ADDRESS: STREET 1: 111 SOUTH CALVERT STREET CITY: BALTIMORE STATE: MD ZIP: 21202 DEF 14A 1 NOTICE & PROXY STATEMENT MAILED TO SHAREHOLDERS 1 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the 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 240.14a-11(c) or 240.14a-12 PACIFIC AMERICAN INCOME SHARES, 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 previously paid. 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: --------------------------------------------------------------------- 2 PACIFIC AMERICAN INCOME SHARES, INC. ------------------------ NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 17, 1999 ------------------------ To the Stockholders of PACIFIC AMERICAN INCOME SHARES, INC. The Annual Meeting of Stockholders of Pacific American Income Shares, Inc. (the "Company") will be held in the Board Room of Western Asset Management Company, 117 E. Colorado Boulevard, Pasadena, California, on Monday, May 17, 1999 at 8:30 a.m., California time, for the following purposes: (1) Electing a Board of Directors; (2) Ratifying or rejecting the selection of PricewaterhouseCoopers LLP as independent accountants for the Company for the fiscal year ending December 31, 1999; and (3) Transacting such other business as may properly come before the Annual Meeting and any adjournment thereof. The Board of Directors has fixed the close of business on March 22, 1999, as the record date for the determination of stockholders entitled to receive notice of and to vote at the Annual Meeting and any adjournment thereof. By Order of the Board of Directors Lisa G. Hathaway, Secretary Pasadena, California April 9, 1999 STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON ARE URGED TO DATE, FILL IN, SIGN AND MAIL THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. 3 PACIFIC AMERICAN INCOME SHARES, INC. PROXY STATEMENT The accompanying Proxy is solicited by the Board of Directors of the Company for use at the Annual Meeting of Stockholders to be held on May 17, 1999, at 8:30 a.m., California time, and at any adjournment or postponement thereof. Unless otherwise specified, Proxies will be voted for the election as directors of the nominees of the Board of Directors and for ratification of the selection of the Company's independent accountants. The Company's principal office address is 117 E. Colorado Boulevard, Pasadena, California 91105. This Proxy Statement and the form of proxy were first mailed to stockholders on or about April 9, 1999. The close of business on March 22, 1999 has been fixed as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment thereof. As of March 22, 1999, there were 9,389,431 shares of the Company's Common Stock outstanding and entitled to one vote per share with respect to each matter to be voted on at the Annual Meeting. The outstanding shares of Common Stock constitute the only outstanding voting securities of the Company entitled to be voted at the Annual Meeting. At that date no person owned of record, or to the Company's knowledge, beneficially more than 5% of the Company's Common Stock, except that Cede & Co., securities depository, owned of record 76% of the Company's Common Stock. A majority of the Company's outstanding shares as of March 22, 1999, must be represented in person or by proxy to constitute a quorum for the Annual Meeting. Each stockholder has the right to revoke his or her proxy at any time before it is voted. A proxy may be revoked by filing with the Secretary of the Company a written revocation or a properly executed proxy bearing a later date. Any stockholder may attend the Annual Meeting, whether or not he or she has previously given a proxy. The solicitation of Proxies for the Annual Meeting will be made primarily by mail. However, if necessary to ensure satisfactory representation at the Annual Meeting, additional solicitation may take place by telephone, telegraph or personal interview by officers and employees of the Company, who will not receive additional compensation for such services. As the date of the meeting approaches, if we have not received your proxies, you may receive a telephone call from our proxy solicitor, Corporate Investor Communication, Inc. ("CIC"), which has been retained to assist stockholders in the voting process. For these services, the Company will pay CIC a fee estimated to be $1,500. The Company will reimburse brokers and other nominees, in accordance with New York Stock Exchange approved reimbursement rates, for their expenses in forwarding solicitation material to the beneficial owners of stock of the Company. All 1 4 expenses incurred in connection with the solicitation of proxies, including the services of CIC, will be borne by the Company. A majority of the shares entitled to vote, present in person or represented by proxy, will constitute a quorum at the Annual Meeting. In all matters other than the election of directors, the affirmative vote of the majority of shares of the Company's Common Stock present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter will be the act of the stockholders. Directors will be elected by a plurality of the votes of the shares of the Company's Common Stock present in person or represented by proxy and entitled to vote on the election of directors. Discretionary authority is provided in the Proxy as to any matters not specifically referred to therein. The Board of Directors is not aware of any other matters which are likely to be brought before the Annual Meeting. However, if any such matters properly come before the Annual Meeting, it is understood that the Proxy holders are fully authorized to vote thereon in accordance with their judgment and discretion. Abstentions will be treated as the equivalent of a negative vote for the purpose of determining whether a proposal has been adopted and will have no effect for the purpose of determining whether a director has been elected. As to certain matters other than the election of directors, New York Stock Exchange rules generally require that, when shares are registered in street or nominee name, its member brokers receive specific instructions from the beneficial owners in order to vote on such a proposal. If a member broker indicates on the proxy that such broker does not have discretionary authority as to certain shares to vote on a particular matter, those shares will not be considered as present and entitled to vote with respect to that matter. PROXIES W. Curtis Livingston III, Lisa G. Hathaway and Scott F. Grannis, the persons named as proxies on the Proxy card accompanying this Proxy Statement, were selected by the Board of Directors to serve in such capacity. Messrs. Livingston and Grannis and Ms. Hathaway are each officers of the Company. Each executed and returned Proxy will be voted in accordance with the directions indicated thereon, or if no direction is indicated, such Proxy will be voted in accordance with the recommendations of the Board of Directors contained in the Proxy Statement. Unless instructions to the contrary are given, the shares represented by a Proxy at the Annual Meeting will be voted for the Board of Directors' nominees. 2 5 PROPOSAL 1 ELECTION OF DIRECTORS Seven directors, constituting the entire Board of Directors, are to be elected at the Annual Meeting to serve until the next Annual Meeting or until their successors have been duly elected and qualified. The names and ages of the nominees, their principal occupations during the past five years and certain of their other affiliations and their ownership of the Company's Common Stock, are given below. All seven of the nominees are presently directors of the Company. The period of service of each as a director is as follows: Mr. McGagh since his election at the Annual Meeting of stockholders in 1984; Mr. Bryson since his appointment by the Board of Directors on February 12, 1987 to fill a vacancy resulting from the resignation of a director effective that date; Mr. Olson since his appointment by the Board on November 11, 1987 to fill a vacancy resulting from the increase on that date in the authorized membership of the Board; Mr. Simpson since his appointment by the Board of Directors on November 10, 1994 to fill a vacancy resulting from an increase in the authorized membership of the Board; Mr. Siart since his election at the Annual Meeting of Stockholders in April, 1997; Mr. Arnault since his appointment by the Board of Directors in September 1997 to fill a vacany resulting from a retirement from the Board; and Ms. DeFrantz since her appointment by the Board of Directors in February 1998 to fill a vacancy resulting from an increase in the authorized membership of the Board. No director of the Company serves as an officer of the Company. Each of the nominees has agreed to serve if elected at the Annual Meeting. Messrs. McGagh, Olson (since August, 1990), Mr. Simpson (since November, 1994), Mr. Siart (since April, 1997), Mr. Arnault (since September, 1997), and Ms. DeFrantz (since February, 1998) are members of the Board of Directors of LM Institutional Fund Advisors I, Inc. ("LMIFA I"), an open-end management investment company registered with the Securities and Exchange Commission and which has the same Investment Adviser (as hereinafter defined) as the Company. It is the intention of the persons designated as proxies in the Proxy, unless otherwise directed therein, to vote at the Annual Meeting for the election of the nominees named below as the entire Board of Directors. If any nominee is unable or unavailable to 3 6 serve, the persons named in the Proxies will vote the Proxies for such other person as the Board of Directors may recommend.
SHARES OF COMMON STOCK BENEFICIALLY PRINCIPAL OCCUPATION OWNED ON NAME AGE AND OTHER AFFILIATIONS MARCH 22, 1999 ---- --- ---------------------- ------------------ Ronald J. Arnault(2)(5) 55 President of RJA Consultants, 1,000 since 1997, and a member of the Board of Governors of the Music Center of Los Angeles and the Center Theatre Group. Retired (December, 1996) Executive Vice President, Chief Financial Officer and member of the Board of Directors of ARCO. John E. Bryson(1)(3)(5) 55 Chairman and Chief Executive 1,000 Officer of Edison International and its principal subsidiary, Southern California Edison Company, since October 1990. Also a director of The Boeing Company, The Times Mirror Company, and the W.M. Keck Foundation, and a trustee of Stanford University. Anita L. DeFrantz(2)(5) 46 President of the Amateur 197 Athletic Foundation of Los Angeles, since 1985; President of Kids in Sports, since 1994; Vice President of the International Olympic Committee, since 1997. Also a board member of the Amateur Athletic Foundation of Los Angeles, since 1985; International Olympic Committee, since 1996, and the United States Olympic Committee Executive Board, since 1997.
4 7
SHARES OF COMMON STOCK BENEFICIALLY PRINCIPAL OCCUPATION OWNED ON NAME AGE AND OTHER AFFILIATIONS MARCH 22, 1999 ---- --- ---------------------- ------------------ William G. McGagh(1)(5) 69 Former Senior Vice President 1,000 and Chief Financial Officer (1980-1988) of Northrop Grumman Corporation. Ronald L. Olson(1)(3)(4)(5) 56 Partner, law firm of Munger, 1,000 Tolles & Olson, Attorneys, Los Angeles (since 1968). Also a director of Edison International, Rand Corporation and Berkshire Hathaway, Inc. William E. B. Siart (1)(3)(5) 52 President and Chief Executive 1,000 Officer of EXED LLC (since 1998). Former Chairman and Chief Executive Officer of First Interstate Bancorp (1996). Also a member of the Board of Trustees of the University of Southern California; Board of Governors of The Music Center, Inc.; Director of the Los Angeles Philharmonic. Louis A. Simpson (2)(3)(5) 62 President and CEO of Capital 10,000 Operations (since May 1993), Vice Chairman (1985-1993), Senior Vice President and Chief Investment Officer (1979-1985) of Government Employees Insurance Company (GEICO Corporation). Former President and CEO of Western Asset Management Company. Also a director of Potomac Electric Power Company, Potomac Capital Investment Corporation, and MediaOne Group, Inc.
5 8 - --------------- (1) Member of the Executive Committee of the Board of Directors. (2) Member of the Audit Committee of the Board of Directors. (3) Member of the Nominating Committee of the Board of Directors. (4) Because Mr. Olson's law firm provides legal services to the Investment Adviser, Mr. Olson may be an "interested person", as defined in the Investment Company Act of 1940, as amended, of the Company and the Investment Adviser ("Interested Person"). (5) No nominee owns 1% or more of the outstanding shares of Common Stock. As of March 22, 1999, all directors and officers of the Company as a group beneficially owned 28,190 shares of the Company's Common Stock, which is less than 1% of the outstanding shares calculated on the basis of the amount of outstanding shares of Common Stock (9,389,431) on such date. The Company's Board of Directors has established an Audit Committee, an Executive Committee and a Nominating Committee. The Audit Committee meets with the Company's independent accountants to review the financial statements of the Company, the adequacy of internal controls and the accounting procedures and policies of the Company, and reports on such matters to the Board of Directors. The Executive Committee meets to determine and declare dividends on the Common Stock and determines the net asset value of the Company. The Nominating Committee meets to select nominees for election as Directors of the Company by the stockholders at the Annual Meeting. It is not the policy of the Nominating Committee to consider nominees recommended by stockholders. The Board of Directors does not have a compensation committee. During 1998, the Board of Directors held three meetings, the Audit Committee held one meeting, the Executive Committee held one meeting and the Nominating Committee held one meeting. (All Directors attended at least 75% of the aggregate meetings of the Board of Directors and the Committees of the Board of Directors on which they served.) 6 9 The following table sets forth compensation received by the Company's directors for their services as directors during 1998:
AGGREGATE PENSION OR RETIREMENT ESTIMATED TOTAL COMPENSATION COMPENSATION BENEFITS ACCRUED AS ANNUAL FROM THE COMPANY FROM THE PART OF COMPANY'S BENEFITS UPON AND ITS FUND COMPLEX NAME OF PERSON COMPANY EXPENSES RETIREMENT PAID TO DIRECTORS(1) -------------- ------------ --------------------- --------------- -------------------- Ronald J. Arnault............ $7,500 -- -- $18,000 Norman Barker(2)............. $2,800 -- -- $ 5,300 John E. Bryson............... $7,800 -- -- $13,800 Anita L. DeFrantz(3)......... $5,500 -- -- $12,000 Dr. Richard C. Gilman(4)..... $7,800 -- -- $18,800 William G. McGagh............ $9,100 -- -- $21,100 Ronald L. Olson.............. $7,800 -- -- $18,800 William E. B. Siart.......... $7,800 -- -- $18,800 Louis A. Simpson............. $8,000 -- -- $19,000
- --------------- (1) Includes amounts received from both the Company and from LM Institutional Fund Advisors I, Inc., which has the same investment adviser as the Company. (2) Mr. Barker retired from the Board on April 17, 1998. (3) Ms. DeFrantz became a Director on April 17, 1998. (4) Dr. Gilman is not standing for reelection as a Director. During 1998, the Company paid no remuneration to its officers, all of whom were also officers or employees of Western Asset Management Company, the Company's Investment Adviser. The Company may not invest in securities of Legg Mason, Inc., the parent of the Company's Investment Adviser, or in any securities of its subsidiaries, but may invest in securities of other corporations of which directors of the Company are directors or officers. No nominee for director has purchased or sold more than 1% of the outstanding class of any securities issued by Legg Mason, Inc. or the Company's Investment Adviser or any of their subsidiaries during the last fiscal year. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), requires the Company's officers and directors, and persons who beneficially own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership 7 10 with the Securities and Exchange Commission ("SEC") and the New York Stock Exchange. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. Based solely on its review of the copies of such forms received by it, or written representations from certain reporting persons, the Company believes that, during 1998, all filing requirements applicable to its officers, directors, and greater than ten percent beneficial owners were complied with. INFORMATION CONCERNING THE INVESTMENT ADVISER AND THE COMPANY'S OFFICERS Western Asset Management Company, the Company's investment adviser and administrator ("Investment Adviser"), is a subsidiary of Legg Mason, Inc. Legg Mason, Inc. is a holding company which, through its subsidiaries, is engaged in securities brokerage, investment advisory, corporate and public finance, and mortgage banking services to individuals, institutions, corporations and municipalities, and the provision of other financial services. The address of Legg Mason, Inc. is 110 Light Street, Baltimore, Maryland 21202. The executive officers of the Company and their relationship to the Investment Adviser are as follows: W. Curtis Livingston III (age: 55), Chairman and Director of the Investment Adviser and President of the Company; Scott F. Grannis (age: 49), Director of the Investment Adviser and Vice President of the Company; Ilene S. Harker (age: 44), Director of the Investment Adviser and Vice President of the Company; S. Kenneth Leech (age: 44), Director of the Investment Adviser and Vice President of the Company, Steven T. Saruwatari (age: 34), Senior Financial Officer of the Investment Adviser and Treasurer of the Company. All of the executive officers of the Company, with the exception of Ms. Harker, Mr. Leech and Mr. Saruwatari, have held the foregoing positions for more than the past five years. Ms. Harker has held the position of Director of the Investment Adviser since 1986 and held the position of Secretary of the Company from November, 1993 to April, 1996. Mr. Leech has held the position of Director of the Investment Adviser since 1990 and was appointed to the position of Vice President of the Company in February, 1998. Mr. Saruwatari has held the position of Senior Financial Officer since December 1994 when he first joined the Investment Adviser, and was appointed to the position of Treasurer of the Company in April 1995. Prior to his joining the Investment Adviser, Mr. Saruwatari served as Controller for Spicers Paper Inc. from May 1991 until December 1994. No director of the Company is, or during the last five years has been, an employee, officer, director, general partner or shareholder of the Investment Adviser or Legg Mason, Inc. or has, or had during the last five years, any material direct or indirect interest in the Investment Adviser or Legg Mason, Inc. 8 11 PROPOSAL 2 RATIFICATION OR REJECTION OF SELECTION OF INDEPENDENT ACCOUNTANTS The Board of Directors has selected PricewaterhouseCoopers LLP as independent accountants for the Company for the fiscal year ending December 31, 1999 and recommends that the stockholders ratify such selection. Ratification by the stockholders of such selection is required if such accountants are to sign or certify financial statements filed with the SEC. The Board of Directors recommends that the stockholders vote in favor of ratification of PricewaterhouseCoopers LLP as independent accountants for the Company. The employment of such accountants is conditioned upon the right of the Company, by vote of a majority of its outstanding voting securities, to terminate such employment without any penalty. PricewaterhouseCoopers LLP does not have any direct or material indirect financial interest in the Company. A representative of PricewaterhouseCoopers LLP will be present at the Annual Meeting and will be given the opportunity to make a statement and will be available to respond to appropriate questions. Audit services provided by PricewaterhouseCoopers LLP during 1998 consisted primarily of an examination of the Company's financial statements and reviews of filings by the Company with the SEC. Non-audit services performed by PricewaterhouseCoopers LLP for the Company in 1998 consisted of its review of the Company's tax returns. STOCKHOLDER PROPOSALS FOR 2000 ANNUAL MEETING Proposals that stockholders wish to present to the 2000 Annual Meeting and to be included in the Company's proxy materials relating to such meeting must be delivered to the Secretary of the Company not less than 120 days prior to May 17, 2000. ANNUAL REPORT TO STOCKHOLDERS The Company's Annual Report to Stockholders for the fiscal year ended December 31, 1998, contains financial and other information pertaining to the Company. The Company will furnish without charge to each person whose Proxy is being solicited, upon request of such person, a copy of the Annual Report to Stockholders. Requests for copies of the Annual Report to Stockholders should be directed to Pacific American Income Shares, Inc., Attention: Investor Relations, 117 E. Colorado Boulevard, Pasadena, California 91105 or you may call 800-426-5523. 9 12 OTHER BUSINESS Management is not aware of any other matters to be presented for action at the Annual Meeting. However, if any such other matters are properly presented, it is the intention of the persons designated in the enclosed Proxy to vote in accordance with their best judgment. By Order of the Board of Directors Lisa G. Hathaway, Secretary April 9, 1999 PACAM-PS-99 10 13 PACIFIC AMERICAN INCOME SHARES, INC. ANNUAL MEETING OF STOCKHOLDERS - MAY 17, 1999 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF PACIFIC AMERICAN INCOME SHARES, INC. The undersigned, revoking all prior proxies, hereby appoints W. Curtis Livingston III, Lisa G. Hathaway and Scott F. Grannis and each of them, attorneys and proxies of the undersigned, each with full power of substitution, to attend the Annual Meeting of the Stockholders of Pacific American Income Shares, Inc., a Delaware corporation (the "Company"), to be held in the Board Room of Western Asset Management Company, 117 E. Colorado Boulevard, Pasadena, California, on May 17, 1999, at 8:30 a.m., California time, and at any adjournments thereof, and thereat to vote as indicated all shares of the Common Stock of the Company which the undersigned would be entitled to vote if personally present with respect to the matters listed on the reverse, which are more fully described in the Proxy Statement of the Company dated April 9, 1999, receipt of which is acknowledged by the undersigned. - -------------------------------------------------------------------------------- PLEASE VOTE, DATE, SIGN ON REVERSE AND RETURN PROMPTLY USING THE ENCLOSED ENVELOPE. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- Please sign this Proxy exactly as your name(s) appear(s) on the reverse side. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they 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? ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ ____________________________________ 14 [X] PLEASE MARK VOTES AS IN THIS EXAMPLE
====================================== 1. Election of directors, PACIFIC AMERICAN INCOME SHARES, INC. For All With For All ====================================== Nominees hold Except RONALD J. ARNAULT RONALD L. OLSON JOHN E. BRYSON WILLIAM E.B. SIART Mark box at right if an address [ ] ANITA I. DEFRANTZ LOUIS A. SIMPSON change or comment has been noted WILLIAM G. MCGAGH [ ] [ ] [ ] on the reverse side of this card. INSTRUCTION: To withhold authority to vote for any individual RECORD DATE SHARES: nominee(s), mark the "For All Except" box and strike a line through the nominee(s) name(s) in the list above. For Against Abstain 2. The ratification of the selection of PricewaterhouseCoopers LLP as independent accountants for the Company for the fiscal year ending December 31, 1999. [ ] [ ] [ ] With discretionary power upon such other matters as may properly come before the meeting or any adjournment thereof. ___________ Please be sure to sign and date this Proxy. Date THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATION IS - ------------------------------------------------------- MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION AS DIRECTORS OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR THE RATIFICATION _______________________________________________________ OF THE SELECTION OF PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT Stockholder sign here Co-owner sign here ACCOUNTANTS FOR THE COMPANY. DETACH CARD DETACH CARD
PACIFIC AMERICAN INCOME SHARES, INC. Dear Stockholder, Please take note of the important information enclosed with this Proxy Ballot. There are two issues related to the management and operation of your Corporation that require your immediate attention and approval. These are discussed in detail in the enclosed proxy materials. Your vote counts, and you are strongly encouraged to exercise your right to vote your shares. Please mark the boxes on this proxy card to indicate how your shares will be voted. Then sign the card, detach it and return your proxy vote in the enclosed postage paid envelope. Your vote must be received prior to the Annual Meeting of Stockholders, May 17, 1999. Thank you in advance for your prompt consideration of these matters. Sincerely, Pacific American Income Shares, Inc. -----END PRIVACY-ENHANCED MESSAGE-----