-----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, PEV+SPR7spiFe+2w3YFzs4fVg2pKrcU5KVM/GFrQcu7VhP3uKfZUGjxWUWiuy3zr Gea8F1twQPntUpP/f0sUrQ== 0000927405-96-000154.txt : 19960319 0000927405-96-000154.hdr.sgml : 19960319 ACCESSION NUMBER: 0000927405-96-000154 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960318 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLMERICA SECURITIES TRUST CENTRAL INDEX KEY: 0000093730 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 042508688 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-02338 FILM NUMBER: 96535688 BUSINESS ADDRESS: STREET 1: 440 LINCON ST CITY: WORCHESTER STATE: MA ZIP: 01653-1959 BUSINESS PHONE: 5088551000 FORMER COMPANY: FORMER CONFORMED NAME: STATE MUTUAL SECURITIES TRUST DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: STATE MUTUAL SECURITIES INC DATE OF NAME CHANGE: 19861019 DEFA14A 1 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 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. 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 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.
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) - ------------------------------ --------------------------------- - --------- ----------- *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.
2 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).
- ---------------- * 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 ** 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
TOTAL COMPENSATION FROM TRUST NAME OF PERSON AGGREGATE COMPENSATION AND FUND COMPLEX PAID TO AND POSITION FROM TRUST TRUSTEES - ---------------------- ----------------------- ----------------- - -------------- 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
4 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
- ---------------- * 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 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 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 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:
NAME AND AGE OF OFFICERS AS OF 3/1/96 POSITION WITH THE TRUST SERVED SINCE - --------------------------- ------------------------------ ----- - ------- 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)
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 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 EX-99 2 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. G:\SHARED\3RDPARTY\ALLMERIC\PROXY\DEFPROX.DOC G:\SHARED\3RDPARTY\ALLMERIC\PROXY\DEFPROX.DOC -----END PRIVACY-ENHANCED MESSAGE-----