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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
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 Section 240.14a-11(c) or
Section 240.14a-12
PMC Commercial Trust
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(Name of Registrant as Specified in its Charter)
PMC Commercial Trust
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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PMC COMMERCIAL TRUST
17290 PRESTON ROAD, 3RD FLOOR
DALLAS, TEXAS 75252
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 1996
To the Shareholders of
PMC COMMERCIAL TRUST:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders (the
"Annual Meeting") of PMC Commercial Trust, a Texas real estate investment trust
(the "Company"), will be held at 17290 Preston Road, 3rd Floor, Dallas, Texas,
on Thursday, May 23, 1996, at 4:00 p.m. for the following purposes:
(i) To elect seven trust managers to hold office until the
next annual meeting of shareholders and until their respective
successors shall have been elected and qualified;
(ii) To increase the maximum number of the Company's common
shares of beneficial interest (the "Common Shares") available for
issuance under the PMC Commercial Trust 1993 Employee Share Option Plan
and the PMC Commercial Trust 1993 Trust Manager Share Option Plan to an
aggregate of 6% of the total number of Common Shares outstanding at any
time;
(iii) To ratify the selection of Coopers & Lybrand L.L.P. as
independent public accountants for the Company for the year ending
December 31, 1996; and
(iv) To transact any and all other business that may properly
come before the Annual Meeting or any adjournment thereof.
Only holders of record of the Common Shares at the close of business on
March 29, 1996, will be entitled to notice of and to vote at the Annual Meeting,
notwithstanding any transfer of Common Shares on the books of the Company after
such record date.
A copy of the Proxy Statement relating to the Annual Meeting and the
Annual Report outlining the Company's operations for the year ended December 31,
1995, accompanies this Notice of Annual Meeting of Shareholders.
It is important that a majority of the outstanding Common Shares be
represented at the Annual Meeting in person or by proxy. Therefore, you are
requested to forward your proxy in order that you will be represented, whether
or not you expect to attend in person. Shareholders who attend the Annual
Meeting may revoke their proxies and vote in person if they desire.
By Order of the Board of Trust Managers
Lance B. Rosemore
Secretary
Dated: April 18, 1996
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PMC COMMERCIAL TRUST
17290 PRESTON ROAD, 3RD FLOOR
DALLAS, TEXAS 75252
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 23, 1996
This Proxy Statement, together with the enclosed proxy, is being sent
on or about April 18, 1996, to inform you of the matters that will be acted upon
at the Annual Meeting of Shareholders (the "Annual Meeting") of PMC Commercial
Trust, a Texas real estate investment trust (the "Company"), to be held at 17290
Preston Road, 3rd Floor, Dallas, Texas on Wednesday, May 23, 1996, at 4:00 p.m.
The Board of Trust Managers of the Company solicits your proxy in the form
enclosed.
BY WHOM AND THE MANNER IN WHICH THE
PROXY IS BEING SOLICITED
The enclosed proxy is solicited by and on behalf of the Board of Trust
Managers of the Company. The expense of the solicitation of proxies for the
Annual Meeting, including the cost of mailing, will be borne by the Company.
In addition to solicitation by mail, officers of the Company may
solicit proxies from shareholders by telephone, telefax or personal interview.
Such persons will receive no compensation for such services. The Company also
intends to request persons holding Common Shares of Beneficial Interest in their
name or custody, or in the name of a nominee, to send proxy materials to their
principals and request authority for the execution of the proxies, and the
Company will reimburse such persons for their expense in so doing.
PURPOSE OF MEETING
At the Annual Meeting, action will be taken (i) to elect seven trust
managers to hold office until the next annual meeting of shareholders and until
their successors shall have been elected and qualified, (ii) to increase the
maximum number of the Company's common shares of beneficial interest, $.01 par
value (the "Common Shares"), available for issuance under the PMC Commercial
Trust 1993 Employee Stock Option Plan (the "Employee Plan") and the PMC
Commercial Trust 1993 Trust Manager Share Option Plan (the "Trust Manager Plan"
and, together with the Employee Plan, the "Share Option Plans") to an aggregate
of 6% of the total number of Common Shares outstanding at any time and (iii) to
ratify the selection of Coopers & Lybrand L.L.P. as independent public
accountants for the Company for the year ending December 31, 1996. The Board of
Trust Managers does not know of any other matter that is to come before the
Annual Meeting. If any other matters are properly presented for consideration,
however, the persons named in the enclosed proxy and acting thereunder will have
discretion to vote on such matters in accordance with their best judgment.
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Shareholders are urged to sign the accompanying form of proxy,
solicited on behalf of the Board of Trust Managers of the Company, and,
immediately after reviewing the information contained in this Proxy Statement
and in the Annual Report outlining the Company's operations for the year ended
December 31, 1995, return it in the envelope provided for that purpose. Valid
proxies will be voted at the Annual Meeting and at any adjournment or
adjournments thereof in the manner specified therein. If no directions are given
but proxies are executed in the manner set forth therein, such proxies will be
voted FOR the election of the nominees for trust managers set forth in this
Proxy Statement, FOR the approval of the amendments to the Share Option Plans
and FOR the ratification of the selection of Coopers & Lybrand L.L.P. as
independent public accountants for the Company for the year ending December 31,
1996.
RIGHT TO REVOKE PROXY
Any shareholder giving the proxy enclosed with this Proxy Statement has
the power to revoke such proxy at any time prior to the exercise thereof by
giving notice of such revocation, or by delivering a letter-dated proxy, to the
Secretary of the Company prior to the Annual Meeting. Shareholders will also
have an opportunity to revoke their proxies by attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute a revocation of a proxy).
VOTING SECURITIES
The only outstanding securities of the Company that shall have the
right to vote at the Annual Meeting are the Common Shares each share of which
entitles the holder thereof to one vote. Only holders of record of the Common
Shares at the close of business on March 29, 1996 (the "Record Date") are
entitled to vote at the Annual Meeting or any adjournments thereof. On the
Record Date, there were outstanding and entitled to vote 3,540,988 Common
Shares.
QUORUM AND VOTING REQUIREMENTS
The holders of record of a majority of the outstanding Common Shares at
the Record Date will constitute a quorum for the transaction of business at the
Annual Meeting. If a quorum should not be present or represented at the Annual
Meeting the shareholders present or represented at the Annual Meeting may
adjourn the Annual Meeting from time to time without notice other than
announcement at the Annual Meeting until a quorum shall be present or
represented. If a quorum is present or represented at the Annual Meeting, the
shareholders present or represented at the Annual Meeting may continue to
transact business until adjournment notwithstanding the withdrawal of enough
shareholders to leave less than a quorum present, provided that there remain at
the Annual Meeting, present or represented by proxy, the holders of at least
one-third of the Common Shares entitled to vote.
Each Common Share may be voted for up to seven individuals (the number
of trust managers to be elected) as trust managers of the Company. To be
elected, each nominee must receive the affirmative vote of the holders of
two-thirds of the Common Shares represented and voting at the Annual Meeting. It
is intended that, unless authorization to vote for one or more nominees for
trust manager is withheld, proxies will be voted FOR the election of all of the
nominees set forth in this Proxy Statement.
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Approval of a majority of the Common Shares represented and voting at
the Annual Meeting will be necessary for approval of the amendments to the Share
Option Plans and for ratification of the selection of Coopers & Lybrand L.L.P.
as independent public accountants for the Company for the year ending December
31, 1996.
Votes cast by proxy or in person will be counted by two persons
appointed by the Company to act as inspectors for the Annual Meeting. The
election inspectors will treat shares represented by proxies that reflect
abstentions as shares that are present and entitled to vote for the purpose of
determining the presence of a quorum and of determining the outcome of any
matter submitted to the shareholders for a vote; however, abstentions will not
be deemed outstanding and, therefore, will not be counted in the tabulation of
votes cast on proposals presented to shareholders
The Texas Real Estate Investment Trust Act and the Company's Bylaws do
not specifically address the treatment of abstentions and broker non-votes. The
election inspectors will treat shares referred to as "broker non-votes" (i.e.,
shares held by brokers or nominees as to which instructions have not been
received from the beneficial owners and as to which the broker or nominee does
not have discretionary voting power on a particular matter) as shares that are
present and entitled to vote for the purpose of determining the presence of a
quorum. However, for the purpose of determining the outcome of any matter as to
which the broker or nominee has indicated on the proxy that it does not have
discretionary authority to vote, those shares will be treated as not present and
not entitled to vote with respect to that matter (even though those shares are
considered entitled to vote for quorum purposes and may be entitled to vote on
other matters).
I. ELECTION OF TRUST MANAGERS
A board of seven trust managers, to hold office until the next annual
meeting of shareholders and until their successors have been elected and
qualified, is to be elected at the Annual Meeting. Each of the nominees has
consented to serve as a trust manager if elected. If any of the nominees shall
become unable to stand for election as a trust manager at the Annual Meeting (an
event not now anticipated by the Board of Trust Managers), proxies will be voted
for such substitute as shall be designated by the Board of Trust Managers. The
following table sets forth for each nominee for election as a trust manager of
the Company his or her age, principal occupation, position with the Company, if
any, and certain other information. THE BOARD OF TRUST MANAGERS UNANIMOUSLY
RECOMMENDS A VOTE FOR EACH OF THE NOMINEES.
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Name Age Principal Occupation Trust Manager Since
---- --- -------------------- -------------------
Nathan G. Cohen 50 Mr. Cohen has been Controller and Chief May 1994
Financial Officer of ATCO Rubber
Products, Inc., a manufacturer of products
for HVAC systems, since November 1986.
Dr. Martha R. Greenberg 45 Dr. Greenberg has practiced optometry for __
17 years in Russellville, Alabama. Dr.
Greenberg has been a director of PMC
Capital, Inc., an affiliate of the Company
("PMC Capital"), since 1984. Dr
Greenberg is not related to Roy H.
Greenberg, but is the sister of Lance B.
Rosemore and Dr. Andrew S. Rosemore.
Roy H. Greenberg 37 Mr. Greenberg has been the President of September 1993
Whitehall Real Estate, Inc., a real estate
management firm, since December 1989.
Prior thereto, he was Vice President of
GHR Realty Holding Group, Inc., a real
estate management company, from June
1985 to December 1989.
Irving Munn 46 Mr. Munn has been a principal of September 1993
Kaufman, Munn and Associates, P.C., a
public accounting firm, or its
predecessors, since 1990 and President
since 1993.
Dr. Andrew S. Rosemore 49 Dr. Rosemore has been Chairman of the June 1993
Board of Trust Managers since January
1994 and has been Executive Vice
President, Chief Operating Officer and
Treasurer of the Company since June
1993. He has also been the Chief
Operating Officer of PMC Capital since
May 1992 and Executive Vice President of
PMC Capital since 1990. From 1988 to May
1990, Dr. Rosemore was Vice President of
PMC Capital. Dr. Rosemore has been a
director of PMC Capital since 1988.
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Name Age Principal Occupation Trust Manager Since
---- --- -------------------- -------------------
Lance B. Rosemore 47 Mr. Rosemore has been President, June 1993
Chief Executive Officer and
Secretary of the Company since
June 1993. He has also been
Chief Executive Officer of PMC
Capital since May 1992 and
President of PMC Capital since
1990. From 1990 to May 1992, Mr.
Rosemore was Chief Operating
Officer of PMC Capital. Mr.
Rosemore has been Secretary of
PMC Capital since 1983. Mr.
Rosemore has been a director of
PMC Capital since 1983.
Dr. Ira Silver 50 Dr. Silver has been employed by --
J.C. Penney Co., Inc. since
1978, is currently their Chief
Economist and since 1984 has
been a Manager of Planning,
Forecasting and Technical
Support in the Planning and
Research Department. He holds a
Ph.D in Economics from the City
University of New York. Dr.
Silver was a director of PMC
Capital from 1996 through 1994.
MEETINGS AND COMMITTEES OF THE BOARD OF TRUST MANAGERS
During the year ended December 31, 1995, the Board of Trust Managers
held four regular meetings. Each of the trust managers attended at least 75% of
all meetings held by the Board of Trust Managers. The Board of Trust Managers
has an Audit Committee but does not have an Executive Committee, Compensation
Committee or Nominations Committee.
The Audit Committee is comprised of Messrs. Cohen and Munn. The
function of the Audit Committee is to review with management and the independent
public accountants the annual results of operations, the accounting and
reporting policies and the adequacy of internal controls. The Audit Committee
also recommends to the Board of Trust Managers the independent public
accountants to serve for the following year, approves the type and scope of
services to be performed by the public accountants and reviews the related
costs. The Audit Committee holds meetings at such times as may be required for
the performance of its functions and, during the year ended December 31, 1995,
held one meeting.
COMPENSATION OF TRUST MANAGERS
During 1995, the non-employee members of the Board of Trust Managers
received a $500 fee for attending meetings of the Board of Trust Managers. The
non-employee trust managers will be reimbursed by the Company for their expenses
related to attending board or committee meetings. For the year ended December
31, 1995, Messrs. Cohen and Munn received $2,500 and Mr. Greenberg received
$2,000 for services rendered as trust managers.
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In accordance with the terms of the Trust Managers Plan adopted by the
Board of Trust Managers, each non-employee trust manager was, on the anniversary
date of his election to the Board of Trust Managers, automatically granted
options (which are exercisable one year after the date of grant) to purchase
1,000 Common Shares. Accordingly, each of Messrs. Greenberg and Munn was granted
an option to acquire 1,000 Common Shares on December 15, 1995, at an exercise
price of $15.75 per share, and Mr. Cohen was granted an option to acquire 1,000
Common Shares on May 10, 1995, at an exercise price of $14.125 per share, in
each case the exercise price was equal to the fair market value of the Common
Shares on the date of grant. The Trust Managers Plan automatically grants
options to purchase 2,000 Common Shares to each non-employee trust manager on
the date such trust manager takes office and additional options to purchase
1,000 Common Shares are granted each year thereafter on the anniversary date of
the date that the trust manager takes office so long as such trust manager is
re-elected to serve as a trust manager. Such options will be exercisable at the
fair market value of the Common Shares on the date of grant. The options granted
under the Plan become exercisable one year after date of grant and expire if not
exercised on the earlier of (i) thirty (30) days after the option holder no
longer holds office as a trust manager for any reason and (ii) within five (5)
years after the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Company has no Compensation Committee and no salaried employees.
EXECUTIVE OFFICERS
The following table sets forth the names and ages of the executive
officers of the Company (each of whom serves at the pleasure of the Board of
Trust Managers), all positions held with the Company by each individual and a
description of the business experience of each individual for at least the past
five years.
Name Age Title
---- --- -----
Dr. Andrew S. Rosemore 49 Chairman of the Board, Executive Vice President, Chief
Operating Officer and Treasurer
Lance B. Rosemore 47 President, Chief Executive Officer and Secretary
Jan F. Salit 45 Executive Vice President, Chief Investment Officer
and Assistant Secretary
Barry N. Berlin 35 Chief Financial Officer
Mary J. Brownmiller 41 Senior Vice President
For a description of the business experience of Dr. Andrew S. Rosemore
and Mr. Lance B. Rosemore, see "Election of Trust Managers" above.
MR. SALIT has been Executive Vice President of the Company since June
1993, and Chief Investment Officer and Assistant Secretary since January 1994.
He has also been Executive Vice President of PMC Capital since May 1993 and
Chief Investment Officer and Assistant Secretary of PMC Capital since March
1994. From 1979 to 1992, Mr. Salit was employed by Glenfed Financial Corporation
and its predecessor company Armco Financial Corporation, a commercial
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finance company, holding various positions including Executive Vice President
and Chief Financial Officer.
MR. BERLIN has been Chief Financial Officer of the Company since June
1993. Mr. Berlin has also been Chief Financial Officer of PMC Capital since
November 1992. From August 1986 to November 1992, he was an audit manager with
Imber and Company, Certified Public Accountants.
MS. BROWNMILLER has been Senior Vice President of the Company since
June 1993. Ms. Brownmiller has also been Senior Vice President of PMC Capital
since 1992 and Vice President of PMC Capital since November 1989. From 1987 to
1989, she was Vice President for Independence Mortgage, Inc., a Small Business
Association ("SBA") lender. From 1976 to 1987, Ms. Brownmiller was employed by
the SBA, holding various positions including senior loan officer.
ANNUAL AND LONG-TERM COMPENSATION
The Company's direction and policies are established by the Board of
Trust Managers and implemented by the President and Chief Executive Officer. To
assist in such implementation, the Company has retained PMC Advisers, Inc., a
Texas corporation and a wholly-owned subsidiary of PMC Capital (the "Investment
Manager"), pursuant to an Investment Management Agreement originally entered
into with the Investment Manager on December 27, 1993. The Investment Management
Agreement is an annual agreement which was last renewed for one year in December
1995. Pursuant to the Investment Management Agreement, the Investment Manager
will, under the supervision of the trust managers, identify, evaluate, structure
and close the investments to be made by the Company, arrange debt financing for
the Company, subject to the approval of the non-employee trust managers, and be
responsible for monitoring the investments made by the Company, including loan
portfolio management and servicing. All of the officers of the Company are
officers of the Investment Manager. Accordingly, executive officers of the
Company are not paid directly by the Company for their services as officers of
the Company. However, in accordance with the terms of the Employee Plan, each of
the Company's executive officers may be awarded options to purchase Common
Shares.
None of the executive officers of the Company (the "Executive
Officers") was paid any compensation for their services to the Company during
the fiscal year ended December 31, 1995.
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OPTION GRANTS
The following table sets forth information regarding stock options
granted to each of the Executive Officers in the fiscal year ended December 31,
1995.
Potential Realizable
% of Total Value at
Number of Options Assumed Annual Rates
Securities Underlying Granted to of Share Price
Options Granted Employees in Exercise Price Appreciation for
Name (#) Fiscal Year ($/Share) Exercise Date Option Term
---- -------------------- ------------ -------------- ------------- -----------------------
Dr. Andrew S. Rosemore 6,000 27% $15.75 12/15/00 $26,108 $57,693
Lance B. Rosemore 6,000 27% 15.75 12/15/00 26,108 57,693
Jan F. Salit 3,840 18% 15.75 12/15/00 16,709 36,924
Barry N. Berlin 3,840 18% 15.75 12/15/00 16,709 36,924
Mary J. Brownmiller 1,200 5% 15.75 12/15/00 5,222 11,539
OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth, for each of the Executive Officers,
information regarding exercise of stock options during the fiscal year ended
December 31, 1995 and the value of unexercised stock options as of December 31,
1995. The closing price for the Common Shares of Beneficial Interest of the
Company, as reported by the American Stock Exchange, on December 29, 1995 (the
last trading day of the fiscal year) was $16.25.
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Options at the-Money Options at
on Value December 31, 1995 December 31, 1995
Exercise Realized (exercisable/unexercisable) (exercisable/unexercisable)
Name (#) ($) (#) ($)
---- ----- ------------- ------------------------- ---------------------------
Dr. Andrew S. 7,675 35,017 13,675(u) 36,578(u)
Rosemore
Lance B. Rosemore 7,675 35,017 13,675(u) 36,578(u)
Jan F. Salit 2,026 9,243 1,814(e)/ 7,936(e)/
7,680(u) 18,720(u)
Barry N. Berlin 1,498 6,834 2,342(e)/ 10,246(e)/
7,680(u) 18,720(u)
Mary J. Brownmiller 307 1,401 893(e)/ 3,907(e)/
2,400(u) 5,850(u)
- ---------------------
(u) Options are not exercisable within 60 days of the date hereof.
(e) Options are exercisable within 60 days of the date hereof.
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PERFORMANCE GRAPH
Set forth below is a line graph comparing the percentage change in the
cumulative total shareholder return on the Common Shares, with the cumulative
total return of the S&P 500 Index and the PMC Commercial Peers (consisting of
Angeles Mortgage Investment, Metropolitan Realty Corporation, Pittsburgh & West
Virginia Railroad and Resort Income Investors (are mortgage real estate
investment trusts traded on the American Stock Exchange) for the period from
December 19, 1993 (the date the Common Shares first became available for public
trading) through December 31, 1995, assuming the investment of $100 on December
19, 1993 and the reinvestment of dividends. The share price performance shown on
the graph is not necessarily indicative of future price performance.
The graph shall not be deemed to be soliciting material or to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or incorporated by reference in any document so filed.
PMC COMMERCIAL TRUST
STOCK PRICE PERFORMANCE
PERIOD ENDING
12/28/93 12/31/93 06/30/94 02/31/94 06/30/95 12/31/95
-------- -------- -------- -------- -------- --------
PMC Commercial Trust 100.00 100.00 98.26 84.48 109.93 128.22
PMC Commercial Peers 100.00 103.22 105.58 108.36 109.12 119.94
S&P 500 Total Return 100.00 99.06 95.70 100.16 116.88 132.83
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SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 29, 1996, the only shareholder known to the management of
the Company to own beneficially more than 5% of the outstanding Common Shares
was as follows:
Amount and
Nature of
Name and Address Beneficial Percent
of Beneficial Owner Ownership of Class
------------------- ---------- ---------
Peter B. Cannell & Co., Inc............. 359,825 shares (1) 10.0%
919 Third Avenue
New York, New York 10022
- ------------------
(1) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 12, 1996. Peter B. Cannell & Co., Inc.
("Cannell") is a registered investment adviser and the shares reported
on the Schedule 13G are held in client discretionary investment
advisory accounts. While Cannell may be deemed to be the beneficial
owner of these shares under the rules of the Securities and Exchange
Commission, Cannell disclaims any beneficial interest of all such
Common Shares.
SECURITY OWNERSHIP OF MANAGEMENT
The following table sets forth the number of outstanding Common Shares
beneficially owned, directly or indirectly, by each trust manager and nominee
for trust manager, each Executive Officer and all trust managers and Executive
Officers of the Company as a group, and the components of such beneficial
ownership, at March 29, 1996. Each trust manager, nominee for trust manager or
Executive Officer has sole voting and investment power over the Common Shares
indicated below as being beneficially owned by such person.
Common Shares Percent of
Common Shares of Beneficial Common Shares
of Beneficial Unexercised Interest Owned of Beneficial
Interest Owned Options Beneficially Interest Owned
-------------- ------------ -------------- ---------------
Dr. Andrew S. Rosemore(2) 68,385 -- (1) 68,385 1.9
Lance B. Rosemore(3) 20,543 -- (1) 20,543 *
Irving Munn(4) 1,000 3,000 4,000 *
Nathan G. Cohen(5) 2,700 2,000 4,700 *
Roy H. Greenberg 500 3,000 3,500 *
Jan F. Salit 2,526 1,314 3,840 *
Barry N. Berlin(6) 2,726 1,167 3,893 *
Mary J. Brownmiller 307 893 1,200 *
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Dr. Martha R. 26,795 -- 26,795 *
Greenberg(7)
Trust Managers (including
nominees) and Executive
Officers as a group (10
persons)** 125,482 11,374 136,856 3.9%
- ---------------------
* Less than 1%.
** Dr. Silver owns no Common Shares.
(1) None of the options held by either of these persons is exercisable
within 60 days from the date hereof.
(2) Includes 28,950 shares held by his profit sharing plan, 23,790
shares held by his IRA accounts, 3,870 held in a trust of which Dr.
Rosemore is the beneficiary and 400 shares held in the name of his
minor children.
(3) Includes 744 shares held in the name of his minor children, and
5,100 shares held in a trust of which Mr. Rosemore is the
beneficiary.
(4) Includes 200 shares held in the name of his minor children.
(5) Includes 1,200 shares held in the name of his wife.
(6) Includes 53 shares held in the name of his minor child.
(7) Does not include 300 Common Shares held by her husband.
II. AMENDMENTS OF SHARE OPTION PLANS
In December 1993, the Company established the PMC Commercial Trust 1993
Employee Share Option Plan (the "Employee Plan"), which provides for the grant
of incentive and non-qualified share options (the "Options") with respect to up
to 160,000 Common Shares, and the PMC Commercial Trust 1993 Trust Manager Share
Option Plan (the "Trust Manager Plan" and, together with the Employee Plan, the
"Share Option Plans"), which provides for the grant of non-qualified Options
with respect to up to 20,000 Common Shares. On March 8, 1996, the Board of Trust
Managers approved amendments of the Share Option Plans to increase the number of
Common Shares available for issuance under the Share Option Plans from 160,000
and 20,000, respectively, to an aggregate of 6% of the total number of Common
Shares outstanding at any time (at March 29, 1996 the number of Common Shares
issuable under the Share Option Plans, as amended, would be 212,459). The number
of Common Shares issuable under each Share Option Plan will be at the discretion
of the Committee (as defined below). Such amendments of the Share Option Plans,
which did not otherwise materially change the Share Option Plans, are subject to
the approval of the Company's shareholders.
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The following is a summary of certain provisions of the Share Option
Plans (as amended) and does not purport to be complete and is qualified in its
entirety by reference to the detailed provisions of the Share Option Plans.
ADMINISTRATION
The Share Option Plans are administered by a committee consisting of
not fewer than two "disinterested" trust managers, as designated by the Board of
Trust Managers (the "Committee"). Membership on the Committee is subject to such
limitations as are necessary to permit transactions in the Common Shares
pursuant to the Share Option Plans to be exempt under Section 16(b) of the
Exchange Act pursuant to Rule 16b-3 thereunder. The Board of Trust Managers may
remove from, add members to or fill vacancies of the Committee. Subject to the
express provisions of the Share Option Plans, the Committee has the authority
to, in its sole discretion, interpret the provisions of the Share Option Plans
and, subject to the requirements of applicable law, including Rule 16b-3, to
prescribe, amend and rescind rules and regulations relating to the Share Option
Plans as the Committee deems necessary and advisable. All decisions made by the
Committee pursuant to the provisions of the Share Option Plans shall be final,
conclusive and binding on all persons, including the Company, its shareholders,
the Board of Trust Managers, employees and the plan participants.
SHARES AVAILABLE FOR OPTIONS
Subject to adjustment (described below under the caption "Adjustments
Upon Certain Changes"), authorized and issued or unissued Common Shares or
Common Shares held as treasury shares may be offered to eligible persons
pursuant to the exercise of Options granted under the Employee Plan. An
aggregate of six percent (6%) of the Common Shares outstanding at any time have
been reserved for issuance under the Share Option Plans. If an Option lapses or
terminates without having been fully exercised, the Common Shares subject to any
such option may then be available for purposes of the applicable Plan.
As of March 29, 1996, Options to acquire 59,640 Common Shares were
outstanding under the Employee Plan and Options to acquire 11,000 Common Shares
were outstanding under the Trust Manager Plan.
OPTIONS
The Committee has the authority under the Share Option Plans to
determine the terms of Options granted under the Share Option Plans, including,
among other things, the individuals who shall receive Options, whether an
incentive Option ("ISO") or non-qualified Option shall be granted and the number
of Common Shares subject to each Option. The exercise price and term of each
Option are fixed by the Committee; provided, however, that the term of the
Option shall not exceed five years and provided further that no ISO may be
granted to any employee who, at the time of grant, owns, directly or indirectly,
shares possessing more than 10% of the total combined voting power of all
classes of shares of the Company or any of its subsidiaries unless the exercise
price of the ISO is at least 110% of the Fair Market Value (as defined in the
Share Option Plans) of the Common Shares on the date of grant. With respect to
any individual, the aggregate market price (determined at the time the Option is
granted) of Common Shares
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with respect to which ISOs may be granted under the Employee Plan, or any other
plan of the Company or any subsidiary, which ISOs are exercisable for the first
time during any calendar year, may not exceed $100,000.
ADJUSTMENTS UPON CERTAIN CHANGES
In order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Share Option Plans,
in the event of a dividend or other distribution (whether in the form of cash,
Common Shares or other property), recapitalization, stock split, reverse stock
split, reorganization, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Common Shares or other securities, the issuance of
warrants or other rights to purchase Common Shares or other securities or other
similar corporate transactions, the Committee shall, in such manner as the
Committee may deem equitable, adjust any of (i) the number and types of Common
Shares that thereafter may be made subject to Options, (ii) the number and type
of Common Shares subject to outstanding Options and (iii) the grant or exercise
price with respect to any Option or, if deemed appropriate, make provision for a
cash payment to the holder of any outstanding Option.
PERSONS WHO MAY PARTICIPATE IN THE PLANS
Officers (including trust managers) and key employees in the Company
and directors, officers and key employees of the Investment Manager are eligible
for selection to participate in the Employee Plan upon approval by the Committee
and non-employee trust managers participate automatically in the Trust Manager
Plan.
ACQUISITION OF SHARES PURSUANT TO THE PLANS AND PAYMENT FOR SHARES OFFERED
Each Option granted under the Share Option Plans is made at a price and
on the terms and conditions contained in the Option agreement entered into
between the Company and the Option holder.
PERIODS DURING WHICH OPTIONS WILL BE EXERCISED OR RECEIVED. The term of
each Option shall be a period of not more than five years from the date of grant
and is subject to earlier termination as hereinafter provided. Each Option will
be exercisable in one or more installments commencing not earlier than the first
anniversary of the grant date thereof.
FORFEITURE OR TERMINATION OF OPTIONS. In the event of the termination
of a trust manager or an employee of the Company for any reason (other than
death or disability as provided below), any Option then outstanding under either
Share Option Plan shall be deemed cancelled and terminated on the date following
the thirty-day period commencing on the date of such termination, unless the
Option is earlier terminated pursuant to its terms; provided, however, if such
termination is attributable to fraud, embezzlement, theft or other misconduct
injurious to the Company or its subsidiaries or affiliates (such determination
to be made by the Committee in its sole discretion) any Option not previously
exercised or expired shall be deemed cancelled and terminated as of the date of
such termination.
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In the event that an Option holder dies while employed by the Company
or during his term as a trust manager of the Company, any Option granted to him
not previously expired or exercised shall, to the extent exercisable on the date
of death, be exercisable by the estate of such Option holder or any person who
acquired such Option by bequest or inheritance, at any time within thirty days
after the death of the option holder, unless the Option is earlier terminated
pursuant to its terms. In the event an Option holder is terminated by the
Company or any of its subsidiaries or affiliates as an employee or as a trust
manager due to "total disability" (as defined in the Share Option Plans), the
Option holder or his guardian or legal representative shall have the unqualified
right to exercise any Options which the Option holder is eligible to exercise as
of the first date of total disability (as determined by the Committee) at any
time within thirty days after such termination, unless the Option is earlier
terminated pursuant to its terms.
EXERCISE PRICE AND MANNER OF PAYMENT. The purchase price of the Common
Shares covered by each Option is determined by the Committee and set forth in
the Option agreement entered into between the Company and the Option holder. The
stated purchase price of any Common Shares to be acquired pursuant to exercise
of an Option may not be less than 100% of the Fair Market Value of such Common
Shares on the date of grant of such Option. Options granted under the Share
Option Plans shall be exercised by the grantee thereof (or by his or her
executors, administrators, guardians or legal representatives, as provided in
the Share Option Plans) as to all or part of the Common Shares covered thereby,
by written notice of the exercise to the Company, specifying the number of
Common Shares to be purchased, accompanied by payment of the full purchase price
for the Common Shares being purchased. Payment of such purchase price shall be
made within five business days following the date of exercise and shall be made
(i) in cash or by certified check or bank check, (ii) with the consent of the
Committee, by tendering previously acquired Common Shares (valued at their Fair
Market Value, as determined by the Committee as of the date of tender) or (iii)
with the consent of the Committee, any combination of (i) and (ii); provided,
however, that payment may not be made pursuant to (ii) above unless the Option
holder shall have owned the Common Shares tendered in payment for a period of at
least six months prior to the date of exercise of the Option.
The Company shall notify the Option holder of any income tax reporting
requirements arising as a result of the exercise of an Option. The Company shall
have the right to require such Option holder to pay such withholding taxes. If
the Option holder shall fail to make such tax payments as are required, the
Company shall, to the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to such Option holder, or to
take such other action as may be necessary to satisfy such withholding
obligations.
AMENDMENT
The Share Option Plans may be altered, suspended or terminated by the
Board of Trust Managers at any time, provided that the Board of Trust Managers
may not amend the Share Option Plans in any manner that would result in
noncompliance with Rule 16b-3 or any applicable law, and provided further that
the Board of Trust Managers may not, without the approval of the Company's
shareholders, amend the Share Option Plans to (i) increase the number of Common
Shares that may be subject to Options under the Share Option Plans, (ii) reduce
the minimum Option price, (iii) increase the maximum permissible term of any
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Option or (iv) remove responsibility for administering the Share Option Plans
from the Committee.
TAX EFFECTS OF PARTICIPATION IN THE SHARE OPTION PLANS
Under present law, the Federal income tax treatment of Options granted
under the Share Option Plans should be generally as described below.
An Option holder will realize no taxable income at the time an Option
is granted under the Share Option Plans.
With regard to ISOs, no income will be recognized by an Option holder
upon transfer to him or her of Common Shares pursuant to his or her exercise of
an ISO. In order to avail himself or herself of this tax benefit, the Option
holder must make no disposition of the Common Shares so received before he or
she has held such Common Shares for at least one year and at least two years
have passed since he or she was granted the Option. Assuming compliance with
this and other applicable tax provisions, an Option holder will realize
long-term capital gain or loss when he or she disposes of his or her Common
Shares, measured by the difference between the exercise price of the Option and
the amount received for the Common Shares at the time of disposition. If the
Option holder disposes of Common Shares acquired by exercise of the Option
before the expiration of the above-noted periods, any amount realized from such
disqualifying disposition will be taxable at such time as follows: (i) as
ordinary income in the year of disposition to the extent of the difference
between the Option exercise price and the lesser of: (a) the Fair Market Value
of the Common Shares on the date the Option was exercised or (b) the amount
realized upon such disposition and (ii) as long or short-term capital gain,
depending upon the holding period of the Common Shares, to the extent of any
excess. If the amount realized upon such disposition is less than the exercise
price, the loss will be treated as long or short-term capital loss, depending
upon the holding period of the Common Shares.
With regard to non-qualified Options, ordinary income will be realized
by the Option holder at the time of his or her exercise of an Option. The amount
of income will be equal to the difference between the exercise price of the
Option and the Fair Market Value of the Common Shares on the date of exercise.
When an Option holder disposes of Common Shares acquired upon the exercise of
the Option, any amount received in excess of the Fair Market Value of the Common
Shares on the date of exercise will be treated as long or short-term capital
gain, depending upon the holding period of the Common Shares, and if the amount
received is less than the Fair Market Value of the Common Shares on the date of
exercise the loss will be treated as long or short-term capital loss, depending
upon the holding period of the Common Shares.
No deduction will be allowed to the Company for Federal income tax
purposes at the time of the grant or exercise of an ISO. At the time of a
disqualifying disposition by an ISO holder, the Company will be entitled to a
tax deduction (as compensation) for the amount taxable to the ISO holder as
ordinary income. The Company will be entitled to a deduction for Federal income
tax purposes at the same time and in the same amount as the employee is
considered to have realized ordinary income in connection with the exercise of a
nonqualified Option.
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As described above, the trust managers, officers and key employees of
the Company who will receive Options under the Employee Plan and the number of
the Options are generally to be determined by the Committee in its discretion.
Thus, it is not possible either to predict the benefits or amounts that will be
received by or allocated to particular individuals or groups of employees or to
determine the benefits or amounts that would have been received or allocated to
such persons for under the Employee Plan, as amended. Grants of Options under
the Trust Manager Plan are made automatically upon a person's election to the
Board of Trust Managers and on each anniversary date thereof. The following
table sets forth certain information concerning the grant of options (either
exercised or remaining outstanding) under the Share Option Plans as of December
31, 1995:
Name Number of Stock Options Granted
---- -------------------------------
Dr. Andrew S. Rosemore ................................... 21,350
Lance B. Rosemore......................................... 21,350
Jan F. Salit.............................................. 11,520
Barry N. Berlin........................................... 11,520
Mary J. Brownmiller....................................... 3,600
All employees (other than executive
officers) as a group............................. 4,971
Roy H. Greenberg.......................................... 4,000
Irving Munn............................................... 4,000
Nathan G. Cohen........................................... 3,000
III. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Management recommends that shareholders ratify the Board of Trust
Managers' selection of Coopers & Lybrand L.L.P. as independent public
accountants of the Company for the year ending December 31, 1996. Coopers &
Lybrand L.L.P. has examined the accounts of the Company since its organization.
Representatives of Coopers & Lybrand L.L.P. are expected to be present at the
Annual Meeting and will have an opportunity to make a statement if they desire
to do so. In addition, such representatives are expected to be available to
respond to appropriate questions from shareholders.
Coopers & Lybrand L.L.P. has provided the Company with audit services
since June 1993. Services provided included the examination of annual financial
statements, review and consultation regarding filings with the Securities and
Exchange Commission, assistance with management's evaluation of internal
accounting controls and consultation on financial accounting and reporting
matters.
THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE FOR THE RATIFICATION OF
COOPERS & LYBRAND L.L.P. AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
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COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
To the Company's knowledge, based solely on the review of the copies of
such reports filed with the Securities and Exchange Commission furnished to the
Company and written representations of its incumbent trust managers and officers
that no other reports were required, during the fiscal year ended December 31,
1995, all Section 16(a) filing requirements were complied with.
OTHER MATTERS
Management of the Company is not aware of any other matters to be
presented for action at the Annual Meeting; however, if any such matters are
properly presented for action, it is the intention of the persons named in the
enclosed form of proxy to vote in accordance with their best judgment on such
matters.
Proposals of shareholders intended to be presented at the 1997 annual
meeting of shareholders of the Company must be received at the Company's
principal executive offices no later than December 19, 1996, in order to be
included in the proxy statement and form of proxy for such meeting.
It is important that proxies be returned promptly to avoid unnecessary
expense. Shareholders are urged, regardless of the number of Common Shares
owned, to date, sign and return the enclosed proxy.
By Order of the Board of Trust Managers
LANCE B. ROSEMORE
Secretary
Dated: April 18, 1996
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REVOCABLE PROXY
THIS PROXY IS SOLICITED BY THE BOARD OF TRUST MANAGERS
OF PMC COMMERCIAL TRUST
The undersigned hereby appoint(s) Barry N. Berlin and Jan F. Salit, or
either of them, with full power of substitution and resubstitution, proxies of
the undersigned, with all of the powers that the undersigned would possess if
personally present, to cast all votes which the undersigned would be entitled
to cast at the Annual Meeting of Shareholders (the "Annual Meeting") of PMC
Commercial Trust (the "Company") to be held on Thursday, May 23, 1996, at the
offices of the Company, 17290 Preston Road, 3rd Floor, Dallas, Texas,
commencing at 4:00 p.m., local time, and any and all adjournments thereof,
including (without limiting the generality of the foregoing) to vote and act as
follows:
1. Election of trust managers.
[ ] FOR the nominees listed below [ ] WITHHOLD AUTHORITY to
(except as indicated to the vote for the nominees
contrary) listed below
Nathan G. Cohen Martha R. Greenberg Roy H. Greenberg Irving Munn
Andrew S. Rosemore Lance B. Rosemore Ira Silver
Instruction: To withhold authority to vote for any individual nominee(s),
write the name(s) here:________________________________________________________
_______________________________________________________________________________
2. Proposal to increase the maximum number of the Company's
common shares of beneficial interest (the "Common Shares") available for
issuance under the PMC Commercial Trust 1993 Employee Share Option Plan and the
PMC Commercial Trust 1993 Trust Manager Share Option Plan to an aggregate of 6%
of the total number of Common Shares outstanding at any time.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Proposal to ratify the appointment of Coopers & Lybrand L.L.P.
as independent public accountants for the Company for the fiscal year ending
December 31, 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
In their discretion, the proxies are authorized to vote upon such
other business as may properly come before the Annual Meeting. THIS PROXY WILL
BE VOTED AT THE ANNUAL MEETING OR ANY ADJOURNMENT THEREOF IN ACCORDANCE WITH
THE INSTRUCTIONS SET FORTH ABOVE OR, IN THE EVENT NO INSTRUCTIONS ARE SET
FORTH, THIS PROXY WILL BE VOTED FOR EACH OF THE NOMINEES FOR TRUST MANAGER AND
FOR PROPOSALS 2 AND 3. This proxy hereby revokes all prior proxies given with
respect to the shares of the undersigned.
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Your Board of Trust Managers unanimously recommends that you vote FOR each
of the nominees for trust manager and FOR Proposals 2 and 3. Accordingly,
please complete, sign, date and return this proxy in the envelope provided for
such purpose. No postage is required for mailing in the United States.
Date: ____________________________, 1996 ____________________________________
Signature(s)
____________________________________
Signature(s)
IMPORTANT: Please date this proxy
and sign exactly as your name
appears to the left. If shares are
held by joint tenants, both should
sign. When signing as attorney,
executor, administrator, trustee or
guardian, please give title as such.
If a corporation, please sign in
full corporate name by president or
other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
