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
Allmerica Securities Trust
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(Name of Registrant as Specified In Its Charter)
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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] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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Allmerica Securities Trust
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
NOTICE OF THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD APRIL 15, 1998
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 01653, Wednesday, April 15, 1998, at
9:00 a.m., local 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, 1998; 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 25, 1998
will be entitled to notice of and to vote at the Meeting and any adjournment
thereof.
By order of the Trustees,
GEORGE M. BOYD
Secretary
March 6, 1998
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
PROXY STATEMENT
March 6, 1998
GENERAL INFORMATION
The enclosed proxy is solicited by and on behalf of the Trustees of
Allmerica Securities Trust (the "Trust") to be voted at the Annual Meeting of
Shareholders (the "Meeting") of the Trust to be held at the offices of the
Trust, 440 Lincoln Street, Worcester, MA 01653 on Wednesday, April 15, 1998 at
9:00 a.m., local time, for the purposes set forth in the accompanying Notice.
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. The approximate
date for mailing the Proxy Statement and Form of Proxy to all Shareholders is
March 6, 1998.
On February 25, 1998, the Trust had outstanding 8,592,306 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 25, 1998 will be entitled to notice of and to vote at 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 15, 1998, the persons named as proxies may
propose one or more adjournments of the Meeting for a period or periods of not
more than 90 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 such matters.
The Trust's Annual Report for the fiscal year ended December 31, 1997,
including financial statements, may be obtained, without charge, by calling
Shareholder Services, The Bank of New York, 101 Barclay Street, New York, NY
10286, 1-800-432-8224.
The Trust's investment adviser is Allmerica Asset Management, Inc. ("AAM"),
an indirect wholly-owned subsidiary of Allmerica Financial Corporation ("AFC"),
a Delaware holding company for a group of affiliated companies, the largest of
which is First Allmerica Financial Life Insurance Company ("First Allmerica").
The address of AAM, AFC and First Allmerica is 440 Lincoln Street, Worcester, MA
01653. First Data Investor Services Group, Inc., a wholly-owned subsidiary of
First Data Corporation, calculates net asset value per share, maintains general
accounting records and performs certain administrative services for the Trust.
Its address is 4400 Computer Drive, Westborough, MA 01581.
1. ELECTION OF TRUSTEES
The Board of Trustees ("Board") currently consists of nine members and
there are nine nominees for re-election. The number of members of the Board has
been fixed by the Board at ten. The Trust's Nominating Committee is currently
considering candidates to fill the open position. It is expected that any
replacement members who are elected to the Board by the Trustees will be
presented for election by Shareholders at the Annual Meeting of the Trust in
1999. The Declaration of Trust provides that the Trust shall have a Board
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
Allmerica Financial Corporation." 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. There are no arrangements between any Trustee and any other person
pursuant to which he or she was or is to be selected as a Trustee.
Beneficial
Ownership of
Name and Age of Nominee as Principal Occupation and Served Shares as
of 2/25/98 Directorships(1) Since of 2/25/98(2)
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Cynthia A. Hargadon (43) President, Stable Value Investment 1997 1000
Trustee, Member of the Fund Association (investment trade group),
Operations Committee and and Senior Consultant, Johnson
Investment Operations Custom Strategies (investment services
Committee firm), 1996 to Present; Senior Vice
President and Chief Investment Officer, ICMA
Retirement Corporation (investment adviser),
1987-1996.
Gordon Holmes (59) Lecturer and Executive in Residence, 1991 100
Trustee, Chairman of the Boston University, 1997 to Present;
Audit Committee and Certified Public Accountant; Retired
Member of the Fund Partner, Tofias, Fleishman, Shapiro &
Operations Committee Co., P.C. (Accountants) 1976 - 1996.
*John P. Kavanaugh (43) President, AAM since 1995; Vice 1995 100
Trustee and Vice President, President, First Allmerica and
Chairman of the Investment Allmerica Financial Life Insurance and
Operations Committee Annuity Company ("Allmerica Financial Life").
2
Bruce E. Langton (66) Director, Competitive Technologies 1996 100
Trustee, Member of the Audit Inc. (technology transfer); Trustee,
Committee, Investment Bankers Trust institutional mutual
Operations Committee and funds; Member, Investment Committee,
Nominating Committee TWA Pilots Trust Annuity Plan;
Member, Investment Committee,
Unilever United States - Pension &
Thriftplans.
*John F. O'Brien (54) President, Chief Executive Officer 1989 2000
Trustee, Chairman of the and Director, First Allmerica;
Board Director and Chairman of the Board,
Allmerica Financial Life; Director,
ABIOMED, Inc. (medical devices);
Director, Cabot Corporation (specialty
chemicals); Director, TJX Corporation,
Inc. (retail).
Attiat F. Ott (62) Professor of Economics and 1982 500
Trustee, Chairman of the Director of the Institute for
Fund Operations Committee Economic Studies, Clark
and Member of the Audit University.
Committee
Paul D. Paganucci (66) Director and Chairman, Ledyard 1972 9949
Trustee, Member of the National Bank, since 1991;
Audit Committee and the Director, Filene's Basement, Inc.
Nominating Committee (retailing); Director, HRE
Properties, Inc. (real estate
investment firm); Director, IGI, Inc.
(pharmaceuticals).
*Richard M. Reilly (59) President, Allmerica Financial Life 1991 1000
Trustee and President, since 1995; Vice President, First
Member of the Investment Allmerica, and President, Allmerica
Operations Committee Investment Management Company, Inc.
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* 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 AFC because of their affiliations with AFC.
3
Ranne P. Warner (53) President, Centros Properties, 1991 100
Trustee, Chairman of the USA; Owner, Ranne P. Warner and
Nominating Committee, Company; Director, Wainwright
Member of the Fund Bank & Trust Co. (commercial bank).
Operations Committee and
Investment Operations
Committee
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(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 February 25, 1998, the Trustees and officers beneficially owned a
total of 15,166 shares of the Trust, representing 0.18% of the then
outstanding shares. The largest single beneficial holding of a Trustee
was 9949 shares, representing 0.12% of the outstanding shares. First
Allmerica owned 78,952 shares on February 25, 1998.
The Trust's Board, which is currently composed of six non-interested
Trustees and three interested Trustees, met four times during the fiscal
year ended December 31, 1997. During the fiscal year ended December 31,
1997, Mr. O'Brien and Dr. Ott attended fewer than 75% of the aggregate of
(i) the total number of meetings of the Board of Trustees and (ii) the
total number of meetings held by all committees of the Board on which he
or she served, if any. 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
Aggregate and Fund Complex (which
Name of Person Compensation included two other investment
and Position from Trust companies) Paid to Trustees
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* Russell E. Fuller, $190 $6,000
Former Trustee, Chairman of the
Nominating Committee
** Cynthia A. Hargadon, 642 8,500
Trustee, Member of the Fund
Operations Committee and
Investment Operations Committee
Gordon Holmes, 810 13,375
Trustee, Chairman of the Audit
Committee and Member of
the Fund Operations Committee
4
Bruce E. Langton, 823 13,875
Trustee, Member of the Audit
Committee, Investment Operations
Committee and Nominating Committee
Attiat F. Ott, 842 14,625
Trustee, Chairman of the Fund
Operations Committee and Member
of the Audit Committee
Paul D. Paganucci, 8,750 8,750
Trustee, Member of the Audit Committee and
the Nominating Committee
Ranne P. Warner, 855 15,125
Trustee, Chairman of the
Nominating Committee, Member
of the Fund Operations Committee
and Investment Operations Committee
John P. Kavanaugh, None None
Trustee
John F. O'Brien, None None
Trustee
Richard M. Reilly, None None
Trustee
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* Mr. Fuller resigned from the Board effective May 13, 1997.
** Ms. Hargadon was elected by the Trustees on May 13, 1997 to fill a
vacancy on the Board.
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, AFC or its affiliates. Currently, Dr.
Ott (Chairman), Ms. Hargadon, Mr. Holmes and Ms. 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 and transfer and shareholder servicing agent,
proposals to 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 AFC or its affiliates. During the fiscal year ended December
31, 1997, the Committee had one meeting relating to the Trust.
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The Trust's Audit Committee is composed entirely of Trustees who are not
interested persons of the Trust, AFC or its affiliates. Currently, Mr. Holmes
(Chairman), Mr. Langton, Dr. Ott and Mr. Paganucci 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, 1997,
the Committee had two meetings.
The Trust's Investment Operations Committee is composed of three Trustees
who are not interested persons of the Trust, AFC or its affiliates, two Trustees
who are interested persons and two non-Trustee participants. Currently, Mr.
Kavanaugh (Chairman), Ms. Hargadon, Mr. Langton, Mr. Reilly and Ms. Warner are
the Trustees who serve on the Committee. The non-Trustee participants are Donald
F. Speakman and Mark G. Steinberg. The Committee monitors investment adviser
performance and analyzes Fund data. During the fiscal year ended December 31,
1997, the Committee had no meetings relating to the Trust.
The Trust's Nominating Committee is composed entirely of Trustees who are
not interested persons of the Trust, AFC or its affiliates. Currently Ms. Warner
(Chairman), Mr. Langton and Mr. Paganucci 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, 1997, the Committee had three meetings. 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.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require the Trust's Trustees and 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, greater than ten percent beneficial owners and other persons subject
to Section 16(a) reporting were complied with during the fiscal year ended
December 31, 1997.
Recommended Shareholder Action and Required Vote.
The Trustees recommend that the Shareholders vote for each nominee. A
plurality of the votes properly cast in person or by proxy at the Meeting is
required for the election of the Trustees.
6
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,
1998 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 and other affiliates of AFC, but has no relationship with any
of them other than as independent accountants. During the fiscal year ended
December 31, 1997, 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, 1998. 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 Proxy 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.
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 1999 must be received at the principal executive offices of the
Trust, 440 Lincoln Street, Worcester, MA 01653, on or before November 1, 1998,
for inclusion in the proxy statement and proxy related to such meeting.
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INFORMATION PERTAINING TO ALLMERICA FINANCIAL CORPORATION
The following table lists the executive officers of the Trust, each of whom
is an employee of AFC or its affiliates:
Name and Age of Officers as
of 2/25/98 Position with the Trust Served Since
- --------------------------- ----------------------- ------------
John F. O'Brien (54) Chairman of the Board and Trustee 1989
Richard M. Reilly (59) President and Trustee 1991
John P. Kavanaugh (43) Vice President and Trustee 1995
Thomas P. Cunningham (52) Vice President and Treasurer 1996
(Principal Accounting Officer)
Lisa M. Coleman (38) Vice President 1994
Stephen W. Bright (43) Vice President 1997
William K. Fain (38) Vice President 1996
George M. Boyd (53) Secretary 1997
Messrs. O'Brien, Reilly, Kavanaugh and Fain have been employees of AFC or its
affiliates for the last five years. Mr. Cunningham was Vice President, First
Data Investor Services Group, Inc., 1995-1996, and Vice President, Fidelity
Investments, 1992-1994; Ms. Coleman was Deputy Manager, Brown Brothers Harriman,
1989-1994; Mr. Bright was Client Relationship Manager, Connecticut Mutual, 1994-
1995, and Investment Officer, Travelers, 1986-1994; and Mr. Boyd was Director,
Mutual Fund Administration - Legal and Regulatory, Investors Bank & Trust
Company, 1995-1996, and Vice President and Counsel, 440 Financial Group and
First Data Investor Services Group, Inc., 1992-1995.
QUORUM 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 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 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
8
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.
SHAREHOLDERS ARE URGED TO VOTE, SIGN
AND MAIL THEIR PROXIES IMMEDIATELY.
John F. O'Brien
Chairman
March 6, 1998
Worcester, MA
9
ALLMERICA SECURITIES TRUST
PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES.
The undersigned hereby appoints Richard M. Reilly, Thomas P. Cunningham and
George M. Boyd, and each of them, attorneys and proxies of the undersigned, with
full power of substitution, and does hereby request that the votes attributable
to all of the undersigned's shares be cast as directed, with all powers the
undersigned would possess if personally present, at the Annual Meeting of
Shareholders of Allmerica Securities Trust to be held at 440 Lincoln Street,
Worcester, Massachusetts 01653, on Wednesday, April 15, 1998 at 9:00 a.m., local
time, and at any adjournment thereof.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY
THE SHAREHOLDER. IF NO DIRECTION IS MADE, THE PROXY WILL BE VOTED "FOR" ALL
PROPOSALS. A PROXY MARKED IN SUCH MANNER AS NOT TO WITHHOLD AUTHORITY TO VOTE
FOR THE ELECTION OF ANY NOMINEE SHALL BE DEEMED TO GRANT SUCH AUTHORITY.
Votes must be indicated
(x) in Black or Blue ink. [x]
1. ELECTION OF TRUSTEES FOR all nominees [_] WITHHOLD AUTHORITY to vote [_]
listed below. for all nominees listed below.
*EXCEPTIONS
Nominees: Cynthia A. Hargadon, Gordon Holmes, John P. Kavanaugh, Bruce E.
Langton, John F. O'Brien, Attiat F. Ott, Paul D. Paganucci,
Richard M. Reilly and Ranne P. Warner.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
MARK THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEE'S NAME IN THE SPACE BELOW.)
*Exceptions
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2. PROPOSAL TO RATIFY THE SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT
ACCOUNTANTS.
FOR [_] AGAINST [_] ABSTAIN [_]
3. In their discretion, the named proxies are authorized to vote upon such
other business as may properly come before the Meeting, or any adjournment
thereof.
Please sign exactly as the name appears hereon.
When signing as executor, administrator, attorney,
trustee or guardian, please give full title. If a
corporation, please sign in full corporate name by
president or other authorized officer. If
partnership, please sign in partnership name by
authorized person. If joint owners, each owner
should sign. Note: the undersigned hereby
acknowledges receipt of the Notice of Meeting and
Proxy Statement and revokes any proxy heretofore
given with respect to the votes covered by this
proxy.
Dated: , 1998
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Signature
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Signature if held jointly
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
ALLMERICA SECURITIES TRUST
440 LINCOLN STREET, WORCESTER, MASSACHUSETTS 01653
March 6, 1998
DEAR SHAREHOLDERS:
Enclosed is a Notice of the Annual Meeting of Shareholders to be held on
April 15, 1998, 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,
/s/ John F. O'Brien
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.