SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[XXX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
(Name of Registrant as Specified In Its Charter)
ROBERT M. NELSON
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11 (c) (1)(ii), 14a-6 (i)(1), or
14a-6(j)(2) or the 1940 Act Rule 20a-1.
[ ] $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:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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.:
3) Filing Party:
4) Date Filed:
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To Be Held on April 25, 1997
To the Stockholders of Smith Barney Intermediate Municipal Fund, Inc.:
The Annual Meeting of Stockholders of SMITH BARNEY INTERMEDIATE MUNICIPAL
FUND, INC. (the "Fund") will be held at the Fund's offices at 388 Greenwich
Street, New York, New York, 23rd Floor, on April 25, 1997 at 4:00 P.M. (New York
Time) for the following purposes:
1. To elect to the Board one class of directors consisting of two
directors;
2. To consider and act upon the ratification of the selection of KPMG Peat
Marwick LLP as independent auditors of the Fund; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The stock transfer books will not be closed, but in lieu thereof, the
Board of Directors has fixed the close of business on March 10, 1997 as the
record date for the determination of stockholders entitled to notice of, and to
vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors
Christina T. Sydor, Secretary
New York, New York
March 20, 1997
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IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON
OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR
YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
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PROXY STATEMENT
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FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 25, 1997
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of the Smith Barney Intermediate Municipal
Fund, Inc. (the "Fund") of proxies to be voted at the Annual Meeting of
Stockholders (the "Meeting") of the Fund to be held at the Fund's principal
executive offices at 388 Greenwich Street, 23rd Floor, New York, New York 10013,
on April 25, 1997 at 4:00 P.M. (New York Time), and at any adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders.
The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made mainly by mail. In addition, certain officers,
directors and employees of the Fund; Smith Barney Inc. ("Smith Barney"), the
Fund's distributor; Smith Barney Mutual Funds Management Inc. ("SBMFM" or the
"Manager"), the Fund's investment manager; and/or First Data Investor Services
Group, Inc. ("First Data"), the Fund's transfer agent may solicit proxies in
person or by telephone, telegraph, or mail. Smith Barney and SBMFM are each
located at 388 Greenwich Street, New York, New York 10013; First Data is located
at 53 State Street, Boston, Massachusetts 02109.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended December 31, 1996 has previously been furnished to all
shareholders of the Fund. This proxy statement and form of proxy are first being
mailed to shareholders on or about March 20, 1997. The Fund will provide
additional copies of the annual report to any shareholder upon request by
calling the Fund at 1-800-224-7523.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have
not received instructions from the beneficial owner or other persons entitled to
vote shares on a particular matter with respect to which the brokers or nominees
do not have discretionary power) will be treated as shares that are present but
which have not been voted. For this reason, abstentions and broker "non-votes"
will have no impact on the requisite approval of a proposal. Proposal 1 requires
for approval the affirmative vote of a plurality of the votes cast at the
Meeting with a quorum present, in person or by proxy by the shareholders of the
Fund voting on the matter. Proposal 2 requires for approval the affirmative vote
of a majority of the votes cast at the Meeting with a quorum present, in person
or by proxy by the shareholders of the Fund voting on the matter. Any proxy may
be revoked at any time prior to the exercise thereof by submitting another proxy
bearing a later date or by giving written notice to the Secretary of the Fund at
the Fund's address indicated above or by voting in person at the Meeting.
The Board knows of no business other than that specifically mentioned in
the Notice of Meeting which will be presented for consideration at the Meeting.
If any other matters are properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
The Board of Directors of the Fund has fixed the close of business on
March 10, 1997 as the record date for the determination of stockholders of the
Fund entitled to notice of and to vote at the Meeting or any adjournment
thereof. Stockholders of the Fund on that date will be entitled to one vote on
each matter for each share held and a fractional vote with respect to fractional
shares with no cumulative voting rights. At the close of business on March 10,
1997, the Fund had outstanding 8,288,885 shares of Common Stock, par value $.001
per share, the only authorized class of stock, of which 7,999,544 shares (96.5%)
were held in accounts, but not beneficially owned by, CEDE & CO., P.O. Box 20,
Bowling Green Station, New York, NY 10004. At the close of business on March 10,
1997, no other person (including any "group" as that term is used in Section
13(d) of the Exchange Act of 1934) to the knowledge of the Board of Directors or
the Fund, owned beneficially more than 5% of the outstanding shares of the Fund.
As of the Record Date, the officers and Board members of the Fund beneficially
owned less than 1% of the outstanding shares of the Fund.
As of the Record Date, to the knowledge of the Fund, no shares of Smith
Barney's ultimate parent corporation, Travelers Group Inc. ("Travelers"), were
held by Board members who are not interested persons of the Fund (as that term
is used in the Investment Company Act of 1940, as amended (the "1940 Act")).
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Meeting and this Proxy Statement are not received by the time
scheduled for the Meeting, the persons named as proxies may move one or more
adjournments of the Meeting to permit further solicitation of proxies with
respect to any such proposals. In determining whether to adjourn the Meeting,
the following factors may be considered: the nature of the proposals that are
the subject of the Meeting, the percent-
2
age of votes actually cast, the percentage of negative votes actually cast, the
nature of any further solicitation and the information to be provided to
shareholders with respect to the reasons for the solicitation. Any such
adjournment will require the affirmative vote of a majority of the shares
present at the Meeting. The persons named as proxies will vote in favor of such
adjournment those shares which they are entitled to vote and which have voted in
favor of such proposals.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Fund is classified into three classes. The
directors serving in Class I have terms expiring at the Meeting; each Class I
director currently serving on the Board has been nominated by the Board of
Directors for re-election at the Meeting to serve for a term of three years
(until the 2000 Annual Meeting of Stockholders) or until their successors have
been duly elected and qualified.
The Board of Directors of the Fund knows of no reason why any of the Class
I nominees listed below will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominees
as the Board of Directors may recommend.
Certain information concerning the nominees is set forth below. Each of
the nominees is currently a director of the Fund. Mr. Fleiss has served in such
capacity since the Fund commenced operations. Mr. McLendon became a director in
1995. Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Directors affiliated with
the Manager and considered an "interested person" as defined in the 1940 Act are
indicated by an asterisk(*).
Persons Nominated for Election as Directors
Number of Shares
and
Principal Occupations % Beneficially
During Past Five Years, Owned
Name Other Directorships, and Age March 10, 1997
---- ---------------------------- --------------
CLASS I DIRECTORS
Joseph H. Fleiss
Director since 1992 Retired; Director of ten investment companies associated None
with Smith Barney. Formerly, Senior Vice President of
Citibank, Manager of Citibank's Bond Investment
Portfolio and Money Desk, and a Director of Citicorp
Securities Co., Inc.; 79.
Heath B. McLendon*
Director since 1995 Managing Director of Smith Barney; Director of forty-two None
investment companies associated with Smith Barney;
President of the Manager; Chairman of Smith Barney
Strategy Advisers Inc.; prior to July 1993, Senior
Executive Vice President of Shearson Lehman Brothers
Inc.; Vice Chairman of Shearson Asset Management; 63.
3
The remainder of the Board constitutes the Class II and Class III
directors, none of whom will stand for election at the Meeting, as their terms
will expire in 1998 and 1999, respectively.
Directors Continuing in Office
Number of Shares
and
Principal Occupations % Beneficially
During Past Five Years, Owned
Name Other Directorships, and Age March 10, 1997
---- ---------------------------- --------------
CLASS II DIRECTORS
Francis P. Martin
Director since 1992 Practicing physician; Director of ten investment None
companies associated with Smith Barney. Formerly,
President of the Nassau Physicians' Fund, Inc.; 72.
Roderick C. Rasmussen
Director since 1992 Investment Counselor; Director of ten investment None
companies associated with Smith Barney. Formerly, Vice
President of Dresdner and Company Inc. (investment
counselors); 70.
John P. Toolan
Director since 1992 Retired; Director of ten investment companies associated None
with Smith Barney; Director of John Hancock Funds.
Formerly, Director and Chairman of the Smith Barney
Trust Company, Director of Smith Barney and the Manager.
Prior to 1992, Senior Executive Vice President, Director
and Member of the Executive Committee of Smith Barney;
66.
Paul Hardin
Director since 1994 Interim President of University of Alabama at None
Birmingham; Professor of Law at the University of North
Carolina at Chapel Hill; Director of twelve investment
companies associated with Smith Barney and a Director of
The Summit Bancorporation. Formerly, Chancellor of the
University of North Carolina at Chapel Hill; 65.
CLASS III DIRECTORS
Donald R. Foley
Director since 1992 Retired; Director of ten investment companies associated None
with Smith Barney. Formerly Vice President of Edwin Bird
Wilson, Incorporated (advertising); 74.
Jessica Bibliowicz*
Director since 1995 Executive Vice President of Smith Barney; Chairman of None
the Board of the Manager; Director of twelve investment
companies associated with Smith Barney; President of
forty-two investment companies associated with Smith
Barney; prior to January, 1994, Director of Sales and
Marketing for Prudential Mutual Funds; 37.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act each requires the Fund's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the Fund's
equity securities, and certain other entities to file reports of ownership with
the Securities and Exchange Commission, the American Stock Exchange and the
Fund. Based solely
4
upon its review of the copies of such forms received by it, the Fund believes
that, during fiscal year 1996, all filing requirements applicable to such
persons were complied with.
The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has an audit
committee composed of all the directors who are not interested persons of the
Fund or the Manager (the "independent directors") which is charged with
recommending a firm of independent auditors to the Fund and reviewing accounting
matters with the auditors.
Seven meetings of the Board of Directors of the Fund were held during the
last fiscal year, four of which were regular meetings. The audit committee held
one meeting during the same period. In the last fiscal year no director attended
less than 75% of these meetings of the Board that were held.
Only the independent directors receive remuneration from the Fund for
acting as a director. Aggregate fees (including reimbursement for travel and
out-of-pocket expenses) of $5,051 were paid to such directors by the Fund during
the fiscal year ended on December 31, 1996. Fees for independent directors who
are directors of a group of funds sponsored by Smith Barney are set at $42,000
per annum and are allocated based on relative net assets of each fund in the
group. In addition, these Directors receive $100 per fund or portfolio for each
Board meeting attended plus travel and out-of-pocket expenses incurred in
connection with Board meetings. The Board meeting fees and the out-of-pocket
expenses are borne equally by each individual fund or portfolio in the group.
None of the officers of the Fund received any compensation from the Fund for
such period. Officers and interested directors of the Fund are compensated by
the Manager or by Smith Barney.
The following table shows the compensation paid by the Fund to each
incumbent director during the Fund's last fiscal year:
COMPENSATION TABLE
Number of
Aggregate Pension or Retirement Total Compensation Funds for Which
Compensation Benefits Accrued as part from Fund Complex Director Serves
Name of Person from Fund of Fund Expenses Paid to Directors Within Fund Complex
-------------- --------- ---------------- ----------------- -------------------
Jessica Bibliowicz* $ 0 $0 $ 0 12
Joseph H. Fleiss 786+ 0 58,000 10
Donald R. Foley 786+ 0 57,800 10
Paul Hardin 783 0 76,850 12
Francis P. Martin 786+ 0 58,300 10
Heath B. McLendon* 0 0 0 42
Roderick C. Rasmussen 786 0 58,500 10
John P. Toolan 786+ 0 58,500 10
C. Richard Youngdahl 786 0 58,500 10
* Designates an "interested director."
+ Pursuant to the Fund's deferred compensation plan, the indicated Directors
have elected to defer the following payment of some or all of their
compensation: Joseph H. Fleiss: $43, Donald R. Foley: $43, Francis P.
Martin: $786 and John P. Toolan: $786.
5
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the directors to serve until their respective
successors are elected:
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
- ---- -------------- ------------ -----------------------
Heath B. McLendon Chief Executive 1995 to date (see table of directors above)
Officer and
Chairman of the
Board
Jessica Bibliowicz President and 1995 to date (see table of directors above)
Director
Lewis E. Daidone Senior Vice 1992 to date Managing Director of Smith
President and Barney; Senior Vice President
Treasurer and Treasurer of the other
investment companies
associated with Smith Barney;
Director and Senior Vice
President of the Manager; 39.
Peter M. Coffey Vice President 1992 to date Managing Director of Smith
Barney; Vice President of the
Manager and certain other
investment companies
associated with Smith Barney;
52.
Christina T. Sydor Secretary 1992 to date Managing Director of Smith
Barney; Secretary of the other
investment companies
associated with Smith Barney;
Secretary and General Counsel
of the Manager; 46.
Thomas M. Reynolds Controller and 1992 to date Director of Smith Barney;
Assistant Controller and Assistant
Secretary Secretary of certain other
investment companies
associated with Smith Barney;
37.
The Board of Directors, including all of the independent Board members,
recommends that you vote "FOR" the election of nominees to the Board.
PROPOSAL NO. 2.
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") have been selected as the independent
auditors to audit the accounts of the Fund for and during the fiscal year ending
December 31, 1997 by a majority of the independent directors by a vote cast in
person subject to ratification by the stockholders at the Meeting (the entire
Board concurred in the selection). KPMG also serves as the independent auditors
for the
6
Manager, other investment companies associated with Smith Barney and for
Travelers. KPMG has no direct or material indirect financial interest in the
Fund, the Manager, Travelers or any other investment company sponsored by Smith
Barney or its affiliates.
If the Fund receives a written request from any stockholder at least five
days prior to the Meeting stating that the stockholder will be present in person
at the Meeting and desires to ask questions of the auditors concerning the
Fund's financial statements, the Fund will arrange to have a representative of
KPMG present at the Meeting who will respond to appropriate questions and have
an opportunity to make a statement.
The affirmative vote of a majority of shares present and voting at the
Meeting is required to ratify the selection of KPMG. The Board of Directors,
including all of the independent Board members, recommends that the stockholders
vote "FOR" the ratification of the selection of independent auditors.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1998 Annual Meeting
of the Stockholders of the Fund must be received by December 15, 1997 to be
included in the proxy statement and the form of proxy relating to that meeting
as the Fund expects that the 1998 Annual Meeting will be held in late April of
1998.
OTHER MATTERS
The management knows of no other matters which are to be brought before
the Meeting. However, if any other matters not now known or determined properly
come before the Meeting, it is the intention of the persons named in the
enclosed form of proxy to vote such proxy in accordance with their judgment on
such matters.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
March 20, 1997
7
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
388 Greenwich Street
New York, New York 10013
This Proxy is Solicited on Behalf of the
Directors of the Fund.
The undersigned hereby appoints HEATH B. McLENDON,
LEWIS E. DAIDONE, and ROBERT M. NELSON,and each of
them acting in the absence of the other, as Proxies, each with the
power to appoint his substitute, and hereby authorizes them to
represent and to vote, as designated herein, all the shares of
common stock of Smith Barney Intermediate Municipal Fund, Inc.
held of record by the undersigned on March 10, 1997 at a Meeting
of Stockholders to be held on April 25, 1997 or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned
stockholder. If no direction is made, this proxy will be voted for each
nominee for director and each
proposal .
EXCEPT
1. ELECTION OF CLASS I DIRECTORS
Nominees: J. H. Fleiss and H.B. McLendon
FOR WITHHELD FOR AGAINST ABSTAIN
(Instructions: To withhold authority to vote for any
individual nominee write that nominee's name on the space
provided above and check box to the left.)
2.PROPOSAL TO RATIFY THE SELECTION
OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
AUDITORS OF THE FUND.
3. IN THEIR DISCRETION, THE PROXIES
ARE AUTHORIZED TO
VOTE UPON SUCH OTHER BUSINESS AS MAY
PROPERLY COME BEFORE THE MEETING.
MARK HERE FOR ADDRESS CHANGE AND
NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears
to the left. When shares are held
by joint tenants, both should sign,
or if one signs, that stockholder's
vote binds both stockholders. When
signing as attorney, executor,
administrator, agent, trustee or
guardian, please give full 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.
Signature
Signature if held jointly
Dated:
,1997