UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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. )
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PMC Commercial Trust
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PMC COMMERCIAL TRUST
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
WEDNESDAY, MAY 15, 2002
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 18111 Preston Road, Suite 600, Dallas, Texas,
on Wednesday, May 15, 2002, at 11:00 a.m. local time 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 ratify the selection of PricewaterhouseCoopers LLP as
independent public accountants for the Company for the year ending
December 31, 2002; and
(iii) To transact any and all other business that may properly come
before the Annual Meeting.
Only holders of record of the common shares of beneficial interest (the
"Common Shares") at the close of business on April 1, 2002, 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,
2001 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
/s/ LANCE B. ROSEMORE
Lance B. Rosemore
Secretary
Dated: April 19, 2002
PMC COMMERCIAL TRUST
18111 PRESTON ROAD, SUITE 600
DALLAS, TEXAS 75252
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, MAY 15, 2002
This Proxy Statement, together with the enclosed proxy, is being sent
on or about April 19, 2002, 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 18111
Preston Road, Suite 600, Dallas, Texas on Wednesday, May 15, 2002, at 11:00 a.m.
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 the Company's common shares of beneficial
interest (the "Common Shares") 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.
RECORD DATE; 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 April 1, 2002 (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 6,432,870 Common
Shares.
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 ratify the
selection of PricewaterhouseCoopers LLP as independent public accountants for
the Company for the year ending December 31, 2002; and (iii) to transact any and
all other business that may properly come before the Annual Meeting. 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.
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, 2001, 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 and FOR the ratification of the selection of
PricewaterhouseCoopers LLP as independent public accountants for the Company for
the year ending December 31, 2002.
1
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 later-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).
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.
Approval of a majority of the Common Shares represented and voting at
the Annual Meeting will be necessary for ratification of the selection of
PricewaterhouseCoopers LLP as independent public accountants for the Company for
the year ending December 31, 2002.
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).
2
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.
NAME AGE PRINCIPAL OCCUPATION TRUST MANAGER SINCE
---- --- -------------------- -------------------
Nathan G. Cohen 56 Mr. Cohen has been Controller/CFO of Yumi May 1994
Ice Cream Company, Inc., a distributor of
specialty and novelty ice cream products
since August, 2001. Prior thereto, he
was the Controller of ATCO Rubber
Products, Inc. from November 1984 to 2001.
Martha R. Greenberg 50 Dr. Greenberg has practiced optometry for May 1996
28 years in Russellville, Alabama and
currently serves on the Board of Trustees
of Southern College of Optometry. 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 Mr. Roy H.
Greenberg, but is the sister of Mr. Lance
B. Rosemore and Dr. Andrew S. Rosemore.
Roy H. Greenberg 44 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 53 Mr. Munn is a financial advisor and has September 1993
been the President of Munn & Morris
Financial Advisors, Inc. since July
1999. He has been a registered
representative with Raymond James
Financial Services since 1997. As a
certified public accountant, he was a
principal of Kaufman, Munn and
Associates, P.C., a public accounting
firm, since 1990 and President from 1993
to November 2000. He has also practiced
as a sole proprietor since that time.
3
NAME AGE PRINCIPAL OCCUPATION TRUST MANAGER SINCE
---- --- -------------------- -------------------
Andrew S. Rosemore 55 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 and from 1989 to August 1999
was a director of PMC Capital.
Lance B. Rosemore 53 Mr. Rosemore has been President, Chief June 1993
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
and employed by that company since 1979.
Mr. Rosemore has been a director of PMC
Capital since 1983.
Ira Silver 57 Dr. Silver is currently a Visiting May 1996
Professor of Economics and Finance at The
University of Dallas. Formerly, he was
Assistant Director of Planning and
Analysis and Chief Economist at JCPenney
where he spent 22 years. Dr. Silver was
a director of PMC Capital from 1992
through 1994. Dr. Silver holds a Ph.D.
in Economics from the City University of
New York.
MEETINGS AND COMMITTEES OF THE BOARD OF TRUST MANAGERS
During the year ended December 31, 2001, the Board of Trust Managers
held four regular meetings and no special 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 and Dr.
Silver. The function of the Audit Committee is to review with management and the
independent public accountants the quarterly and 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, 2001,
held four meetings.
COMPENSATION OF TRUST MANAGERS
During 2001, the non-employee members of the Board of Trust Managers
received a retainer of $4,000 and a fee for attending meetings of the Board of
Trust Managers and Audit Committee. 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, 2001, Messrs. Cohen and Munn
received $8,200, Dr. Silver received $7,000 and Dr. Greenberg and Mr. Greenberg
received $6,000 for services rendered as trust managers.
The Company's 1993 Trust Managers Share Option Plan as amended (the
"Trust Managers Plan") automatically grants options to purchase 2,000 Common
Shares to each non-employee trust manager on the first
4
business day of June after such trust manager takes office and additional
options to purchase 1,000 Common Shares are granted on the first business day of
June thereafter so long as such trust manager is re-elected to serve as a trust
manager. Such options are priced at the fair market value of the Common Shares
(the closing price) on the date of grant. The options granted under the Trust
Managers 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. In 2001, each of Messrs. Cohen, Greenberg and
Munn and Drs. Greenberg and Silver was granted an option to acquire 1,000 Common
Shares on June 1, 2001, at an exercise price of $13.50 per share.
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, 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
---- --- -----
Andrew S. Rosemore 55 Chairman of the Board, Executive Vice President,
Chief Operating Officer and Treasurer
Lance B. Rosemore 53 President, Chief Executive Officer and Secretary
Jan F. Salit 51 Executive Vice President, Chief Investment Officer
and Assistant Secretary
Barry N. Berlin 41 Chief Financial Officer
Mary J. Brownmiller 47 Senior Vice President
Cheryl T. Murray 35 General Counsel
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 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. Mr. Berlin is a certified
public accountant.
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
Administration ("SBA") lender. From 1976 to 1987, Ms. Brownmiller was employed
by the SBA, holding various positions including senior loan officer. Ms.
Brownmiller is a certified public accountant.
MS. MURRAY has been General Counsel of the Company since March 1994.
Ms. Murray has also been General Counsel of PMC Capital since March 1994. From
1992 to 1994 she was associated with the law firm of
5
Johnson & Gibbs, P.C. and practiced in the financial services department. Ms.
Murray earned her law degree from Northwestern University School of Law.
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 Asset Management,
Inc., a Texas corporation and an indirect wholly-owned subsidiary of PMC Capital
(the "Investment Manager"), pursuant to Investment Management Agreements, the
first of which was originally entered into with the Investment Manager or its
predecessor on December 27, 1993 for management of the Company's loans. The
Company's property acquisitions are supervised by PMC Advisers, Ltd., a Texas
limited partnership and an indirect wholly-owned subsidiary of PMC Capital,
pursuant to a separate agreement entered into in June 1999. The Investment
Management Agreements are annual agreements up for renewal in June 2002.
Pursuant to the Investment Management Agreements, 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. 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 Company's 1993 Employee Share Option Plan (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 by the Company for their services to the
Company during the fiscal year ended December 31, 2001.
OPTION GRANTS
The following table sets forth information regarding stock options
granted to each of the Executive Officers under the Employee Plan in the fiscal
year ended December 31, 2001.
Potential Realizable
Value at
Assumed Annual Rates
Number of % of Total of Share Price
Securities Options Appreciation for
Underlying Options Granted to Option Term
Granted Employees in Exercise Price Final -------------------
Name (#) Fiscal Year ($/Share) Exercise Date (5%) (10%)
---- ------------------ ----------- -------------- ------------- ------- -------
Andrew S. Rosemore 7,500 14.3% $13.125 12/13/06 $27,196 $60,097
Lance B. Rosemore 7,500 14.3% 13.125 12/13/06 27,196 60,097
Jan F. Salit 7,500 14.3% 13.125 12/13/06 27,196 60,097
Barry N. Berlin 7,500 14.3% 13.125 12/13/06 27,196 60,097
Mary J. Brownmiller 2,000 3.8% 13.125 12/13/06 7,252 16,026
Cheryl T. Murray 4,000 7.6% 13.125 12/13/06 14,505 32,052
6
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, 2001 and the value of unexercised stock options as of December 31,
2001. The closing price for the Common Shares, as reported by the American Stock
Exchange, on December 31, 2001 (the last trading day of the fiscal year) was
$13.50.
Number of Securities
Shares Underlying Unexercised Value of Unexercised In-
Acquired Options at the-Money Options at
on Value December 31, 2001 December 31, 2001
Exercise Realized (exercisable/unexercisable) (exercisable/unexercisable)
Name (#) ($) (#) ($)
---------- -------- -------- --------------------------- ---------------------------
Andrew S. Rosemore 9,500 $42,038 26,250 (e)/ $22,469 (e)/
-- (u) -- (u)
Lance B. Rosemore 9,500 42,038 26,250 (e)/ 22,469 (e)/
-- (u) -- (u)
Jan F. Salit 9,000 39,825 25,250 (e)/ 22,469 (e)/
-- (u) -- (u)
Barry N. Berlin 9,000 39,825 25,250 (e)/ 22,469 (e)/
-- (u) -- (u)
Mary J. Brownmiller 1,474 5,454 9,776 (e)/ 7,610 (e)/
-- (u) -- (u)
Cheryl T. Murray 2,000 10,500 15,250 (e)/ 19,250 (e)/
-- (u) -- (u)
----------
(u) Options are not exercisable within 60 days of the date hereof.
(e) Options are exercisable within 60 days of the date hereof.
7
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, the SNL All Hybrid REITs index and the PMC
Commercial Trust Peer Group which consists of the publicly traded mortgage REITs
listed on the New York Stock Exchange, the American Stock Exchange and the
Nasdaq Stock Market's National Market for the period from January 1, 1996
through December 31, 2001 assuming an investment of $100 on January 1, 1996 and
the reinvestment of dividends. The SNL All Hybrid REITs index consists of those
real estate investment trusts identified by SNL Financial LC1 which own both
mortgage loans and equity interests in real estate and are traded on the New
York Stock Exchange, the American Stock Exchange and the Nasdaq Stock Market's
National Market. The entities included in the SNL All Hybrid REITs index include
substantially all of the members of PMC Commercial Trust's peer group as
identified in its 1998 Proxy Statement. 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, or incorporated by
reference in any document so filed.
[PERFORMANCE GRAPH]
PERIOD ENDING
---------------------------------------------------------------
INDEX 12/31/96 12/31/97 12/31/98 12/31/99 12/31/00 12/31/01
-------- -------- -------- -------- -------- --------
PMC Commercial Trust 100.00 122.09 112.68 78.92 80.78 139.69
S&P 500 100.00 133.37 171.44 207.52 188.62 166.22
SNL All Hybrid REITs 100.00 118.29 82.35 51.97 39.18 77.50
PMC Commercial Trust Peer Group 100.00 94.43 81.04 41.70 50.62 85.39
----------
(1) SNL Financial LC is a leading provider of database information to the REIT
industry.
8
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of March 31, 2002, 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
Name and Address of Beneficial Percent
of Beneficial Owner Ownership of Class
------------------- ----------------- --------
Peter B. Cannell & Co., Inc. 519,000 shares(1) 8.1%
645 Madison Avenue
New York, New York 10022
----------
(1) Based on a statement on Schedule 13G filed with the Securities and
Exchange Commission on February 7, 2002. 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, 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 31, 2002.
Each 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 Common Shares
Shares of Percent of
of Beneficial Common Shares
Beneficial Unexercised Interest of Beneficial
Interest Options Owned Interest Owned
Owned Exercisable Beneficially Beneficially
------------- ------------ -------------- ----------------------
Andrew S. Rosemore(1) 214,375 26,250 240,625 3.7%
Lance B. Rosemore(2) 77,041 26,250 103,291 1.6%
Jan F. Salit 10,653 25,250 35,903 *
Barry N. Berlin(3) 9,371 25,250 34,621 *
Mary J. Brownmiller 1,474 9,776 11,250 *
Cheryl T. Murray 2,200 15,250 17,450 *
Nathan G. Cohen(4) 5,600 5,000 10,600 *
Martha Greenberg(5) 62,874 5,000 67,874 1.1%
Roy H. Greenberg 6,000 4,000 10,000 *
Irving Munn(6) 3,000 4,000 7,000 *
Ira Silver 3,000 4,000 7,000 *
Trust Managers and Executive
Officers as a group (11 persons) 395,588 150,026 545,614 8.5%
----------
* Less than 1%.
(1) Includes 153,140 shares held in his individual retirement accounts,
4,770 shares held in a trust of which Dr. Rosemore is the beneficiary,
23,475 shares held by a partnership of which Dr. Rosemore and his wife
are general partners and 1,290 shares held in the name of his children.
(2) Includes 3,442 shares held in the name of his minor children, and 5,100
shares held in a trust of which Mr. Rosemore is the beneficiary, 537
shares held in an individual retirement account and 82 shares held in
the name of his wife.
(3) Includes 136 shares held in the name of his minor child.
(4) Includes 1,500 shares held in the name of his wife.
(5) Includes 3,000 shares held in an individual retirement account and
1,881 shares held in the name of her children. Does not include 300
shares held by her husband.
(6) Includes 200 shares held in the name of his children.
9
II. RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS
Management recommends that shareholders ratify the Board of Trust
Managers' selection of PricewaterhouseCoopers LLP as independent public
accountants of the Company for the year ending December 31, 2002.
PricewaterhouseCoopers LLP has examined the accounts of the Company since its
organization. Representatives of PricewaterhouseCoopers LLP 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.
PricewaterhouseCoopers LLP 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.
PRINCIPAL ACCOUNTING FIRM FEES
Aggregate fees billed to the Company and its subsidiaries for the
fiscal year ending December 31, 2001 by the Company's principal accounting firm,
PricewaterhouseCoopers LLP, are set forth below:
Audit Fees and Quarterly Reviews....................... $71,765
Tax Returns and Compliance............................. $23,607(a)
----------
(a) The Audit Committee has considered whether the provision of these
services by PricewaterhouseCoopers LLP is compatible with maintaining
the principal accountant's independence.
THE BOARD OF TRUST MANAGERS RECOMMENDS A VOTE FOR THE RATIFICATION OF
PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF THE COMPANY.
10
AUDIT COMMITTEE REPORT
In accordance with its written charter adopted by the Board of Trust
Managers, the Audit Committee of the Board of Trust Managers assists the Board
of Trust Managers in fulfilling its responsibility for oversight of the quality
and integrity of the accounting, auditing and financial reporting practices of
the Company.
In discharging its oversight responsibility as to the audit process,
the Audit Committee obtained from the independent auditors a formal written
statement describing all relationships between the auditors and the Company that
might bear on the auditors' independence consistent with Independence Standards
Board Standard No. 1, "Independence Discussions with Audit Committees,"
discussed with the auditors any relationships that may impact their objectivity
and independence and satisfied itself as to the auditors' independence. The
Audit Committee also discussed with management and the independent auditors the
quality and adequacy of the Company's internal controls and budget and staffing.
The Audit Committee reviewed with the independent auditors their audit plans,
audit scope and identification of audit risks.
The Audit Committee discussed and reviewed with the independent
auditors all communications required by generally accepted auditing standards,
including those described in Statement on Auditing Standards No. 61, as amended,
"Communication with Audit Committees" and, with and without management present,
discussed and reviewed the results of the independent auditors' examination of
the financial statements.
The Audit Committee reviewed the audited financial statements of the
Company as of and for the fiscal year ended December 31, 2001, with management
and the independent auditors. Management has the responsibility for the
preparation of the Company's financial statements and the independent auditors
have the responsibility for the examination of those statements.
Based on the above-mentioned review and discussions with management and
the independent auditors, the Audit Committee recommended to the Board of Trust
Managers that the Company's audited financial statements be included in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2001, for
filing with the Securities and Exchange Commission. The Audit Committee also
recommended the reappointment, subject to shareholder approval, of the
independent auditors and the Board of Trust Managers concurred in such
recommendation.
AUDIT COMMITTEE OF THE
BOARD OF TRUST MANAGERS
Nathan G. Cohen
Irving Munn
Ira Silver
11
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,
2001, 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 2003 annual
meeting of shareholders of the Company must be received at the Company's
principal executive offices no later than December 20, 2002, 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. The Company's Annual Report
to Shareholders is being distributed along with this Proxy Statement. If you do
not receive a copy of the Annual Report, please contact the Company's Investor
Relations Department at (972) 349-3256 and one will be provided to you.
By Order of the Board of Trust Managers
/s/ LANCE B. ROSEMORE
LANCE B. ROSEMORE
Secretary
Dated: April 19, 2002
12
PMC COMMERCIAL TRUST
This Proxy is Solicited on Behalf of the Board of Trust Managers
The undersigned hereby appoints Jan F. Salit and Barry N. Berlin, and
each of them, Proxies with power of substitution, and hereby authorizes them to
represent and to vote, as designated below, all of the common shares of
beneficial interest of PMC Commercial Trust held of record by the undersigned on
April 1, 2002, at the Annual Meeting of Shareholders to be held in Dallas, Texas
on Wednesday, May 15, 2002, at 11:00 a.m., local time, and at all adjournments
thereof, with all powers the undersigned would possess if personally present. In
their discretion, the Proxies are authorized to vote upon such other business
that may properly come before the meeting.
1. ELECTION OF TRUST [ ] FOR all nominees listed [ ] WITHHOLD AUTHORITY
MANAGERS below (except as marked to vote for all
to the contrary below) nominees listed
below
(INSTRUCTION: To withhold authority to vote for any individual nominee
strike a line through the nominee's name in the list below.)
Nathan G. Cohen, Martha R. Greenberg, Roy H. Greenberg,
Irving Munn, Andrew S. Rosemore, Lance B. Rosemore, Ira Silver
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as
independent public accountants for 2002.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
This Proxy when properly executed will be voted in the manner directed herein by
the undersigned shareholder. If no direction is made this proxy will be voted
"FOR" Items 1 and 2.
Please sign exactly as the name appears on this Proxy. When shares are held by
joint tenants, both should sign, and for signing as attorney, as executor, as
administrator, trustee or guardian, please give full title as such. If held by a
corporation, please sign in the full corporate name by the president or other
authorized officer. If held by a partnership, please sign in the partnership
name by an authorized person.
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Signature
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Signature if held jointly
Dated: , 2002
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PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
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