Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Greenwich Street Municipal Fund Inc.
(Name of Registrant as Specified in its Charter)
Michael Kocur
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check 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 the transaction
applies:
(2) Aggregate number of securities to which transactions applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
GREENWICH STREET MUNICIPAL FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
---------------------------
TO BE HELD ON SEPTEMBER 10, 1997
---------------------------
To the Shareholders of Greenwich Street Municipal Fund Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Greenwich
Street Municipal Fund Inc. (the "Fund") will be held at the offices of Smith
Barney, 388 Greenwich Street, 22nd Floor, New York, New York at 9:30 a.m. on
September 10, 1997 for the following purposes:
1. To elect two (2) Class I Directors of the Fund (PROPOSAL 1);
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
auditors of the Fund for the fiscal year ending May 31, 1998 (PROPOSAL
2);
3. To consider and vote upon such other matters as may come before said
meeting or any adjournment thereof.
The close of business on July 16, 1997 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
August 20, 1997
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES.
INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE
COVER.
- --------------------------------------------------------------------------------
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
- ------------ ---------------
Corporate Accounts
(1) ABC Corp.................................... ABC Corp.
(2) ABC Corp.................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer..................... John Doe
(4) ABC Corp. Profit Sharing Plan............... John Doe, Trustee
Trust Accounts
(1) ABC Trust................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78............................. Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA.............. John B. Smith
(2) Estate of John B. Smith..................... John B. Smith, Jr., Executor
GREENWICH STREET MUNICIPAL FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
1-800-451-2010
-------------------------
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 10, 1997
-------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Greenwich Street Municipal
Fund Inc. (the "Fund") for use at the Annual Meeting of Shareholders (the
"Meeting") of the Fund to be held on September 10, 1997, at the offices of Smith
Barney, 388 Greenwich Street, 22nd Floor, New York, New York and at any
adjournments thereof. A Notice of Meeting of Shareholders and a proxy card
accompany this Proxy Statement. Proxy solicitations will be made primarily by
mail, but proxy solicitations also may be made by telephone, telegraph, or
personal interview conducted by officers of the Fund and officers and regular
employees of Smith Barney Mutual Funds Management Inc. ("SBMFM"), the Fund's
investment adviser and administrator, Smith Barney Inc. ("Smith Barney"), the
Fund's distributor and First Data Investor Services Group, Inc. ("First Data"),
the Fund's transfer agent. The cost of solicitations and the expense incurred in
connection with preparing the Proxy Statement and its enclosures will be paid by
the Fund. The Fund will also reimburse brokerage firms and others for their
expenses in forwarding solicitation materials to the beneficial owners of
shares. The Annual Report of the Fund, including audited financial statements
for the fiscal year ended May 31, 1997, has previously been furnished to all
shareholders of the Fund. This Proxy Statement is first being mailed to
shareholder on or about August 20, 1997. The Fund will provide additional copies
of the Annual Report to any Shareholder upon request by contacting the Fund at
1-800-451-2010.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares of capital stock of the Fund ("Shares") represented
thereby will be voted in accordance with the instructions marked thereon. Unless
instructions to the contrary are marked thereon, a proxy will be voted FOR the
matters listed in the accompanying Notice of Annual Meeting of Shareholders. For
purposes of determining the presence of a quorum for transacting business at the
Meeting, abstentions and broker "non-votes" (that is, 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.
Approval of Proposal 1 requires the affirmative
1
vote of a plurality of the votes cast at the Meeting with a quorum present.
Approval of Proposal 2 requires the affirmative vote of a majority of the votes
cast at the Meeting with a quorum present. Because abstensions and broker
non-votes are not treated as shares voted, abstentions and broker non-votes
would have no impact on such Proposals. Any shareholder who has given a proxy
has the right to revoke it at any time prior to its exercise either by attending
the Meeting and voting his or her shares in person or by submitting a letter of
revocation or a later-dated proxy to the Fund at the above address prior to the
date of the Meeting.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve any of the proposals
are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to permit further solicitations of proxies. 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
percentage 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
adjournment will require the affirmative vote of a majority of the Shares
represented at the Meeting in person or by proxy. A shareholder vote may be
taken on one of the proposals in this Proxy Statement prior to such adjournment
if sufficient votes have been received and it is otherwise appropriate. Under
the Fund's By-laws, a quorum is constituted by the presence in person or by
proxy of the holders of a majority of the outstanding Shares entitled to vote at
the Meeting.
The close of business on July 16, 1997 has been fixed for record date (the
"Record Date") of the determination of shareholders entitled to notice of and to
vote at the Meeting and all adjournments thereof.
The Fund has one class of common stock which has a par value of $.01 per
share. On July 16, 1997, there were 19,759,731.946 shares outstanding. Each
shareholder is entitled to one vote for each Share held and a proportionate
fraction of a vote for any fractional Share held.
As of the Record Date, to the knowledge of the Fund and its Board, no
single shareholder or "group" (as that term is used in Section 13(d) of the
Securities and Exchange Act of 1934 (the "Exchange Act")) beneficially owned
more than 5% of the outstanding Shares of the Fund. As of the Record Date, Cede
& Co., a nominee partnership of the Depository Trust Company, held 19,284,815
Shares, or 97.59% of the Fund's Shares. Of the Shares held by Cede and Co.,
Smith Barney held of record 17,065,971 Shares, or 86.37% of the Fund's Shares,
for which it has discretionary and non-discretionary authority. As of the Record
Date, the officers and Board Members of the Fund as a group beneficially owned
less than 1% of the 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")).
2
In order that a shareholder's Shares may be represented at the Meeting,
shareholders are required to allow sufficient time for their proxies to be
received on or before 9:00 a.m. on September 10, 1997.
PROPOSAL 1:
TO ELECT TWO (2) CLASS I DIRECTORS OF THE FUND
The Board of Directors of the Fund is divided into three classes. The
Directors serving in Class I have terms expiring at the Annual 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 Annual Meeting in 2000) or until their successors have been duly
elected and qualified.
Each nominee has consented to serve as a Director if elected at the
Meeting. If a designated nominee declines or otherwise becomes unavailable for
election, however, the proxy confers discretionary power on the persons named
therein to vote in favor of a substitute nominee or nominees.
Certain information concerning the nominees is set forth below. All the
individuals listed are currently directors of the Fund.
Number (and
Percentage) of
Fund Shares
Name, Age, Principal Occupation and Served as Beneficially
Other Business Experience During the a Director Owned As Of
Past Five Years Since Class+ July 16, 1997*
- ------------------------------------ ---------- -------- --------------
Persons Nominated for Election as
Directors
Allan J. Bloostein, age 67 1994 I 544.7875
President of Allan J. Bloostein (less than 1%)
Associates, a consulting firm;
Retired Vice Chairman and Director
of May Department Stores; Director
of CVS Corporation and Taubman
Centers Inc.
Martin Brody, age 75 1994 I 115.7024
Consultant, HMK Associates; Retired (less than 1%)
Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc.
Directors Continuing in Office
Dwight B. Crane, age 59 1994 III 526.1
Professor, Harvard Business School (less than 1%)
William R. Hutchinson, age 54 1995 II None
Vice President - Financial
Operations AMOCO Corporation;
Director of Associated Bank and
Associated Banc-Corp.
3
Number of the Number (and
Fund's Common Percentage) of
Stock Fund Shares
Beneficially Name, Age, Principal Occupation and Served as Beneficially
Owned As Of Other Business Experience During the a Director Owned As Of
December 18, 1996 Past Five Years Since Class+ July 16, 1997*
- ----------------- ------------------------------------ ---------- -------- --------------
Directors Continuing in Office (continued)
Robert A. Frankel, age 69 1994 II 233.83
Managing Partner of Robert A. (less than 1%)
Frankel Management Consultants;
formerly Corporate Vice President of
The Readers Digest Association Inc.
**Heath B. McLendon, age 64
Managing Director of Smith Barney 1994 II 619.7173(a)
Inc., Chairman of Smith Barney (less than 1%)
Strategy Advisers Inc. and President
and Director of SBMFM and Travelers
Investment Adviser, Inc. ("TIA");
prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc., Vice Chairman of
Shearson Lehman Asset Management.
- ----------
+ Number (I, II, III) indicates whether the director is in Class I, II or
III. Class I directors will be elected to serve for a three-year term as of
the Meeting. Class II directors will continue to serve until the 1998
annual meeting. Class III directors will continue to serve until the 1999
annual meeting.
* For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities and Exchange Act of 1934 (the "Exchange Act"). This
information as to beneficial ownership is based upon information furnished
to the Fund by the Directors.
** Interested person of the Fund as defined in the 1940 Act.
(a) Represents shares owned by members of this director's family.
Section 16(a) Beneficial Ownership Reporting Compliance.
Section 16(a) of the Exchange Act requires the Fund's officers and
directors and persons who beneficially own more than ten percent of the Fund's
Common Stock, to file reports of ownership with the Securities and Exchange
Commission, the New York Stock Exchange, Inc. and the Fund. Based solely upon
its review of the copies of such forms received by it and representations from
certain such persons, the Fund believes that during its fiscal year ended May
31, 1997, 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 Directors who are not interested persons of the Fund (the
"Independent Directors") which is charged with recommending a firm of
independent auditors to the Fund and reviewing accounting matters with the
auditors.
During the Fund's last fiscal year, four in-person meetings of the Board of
Directors of the Fund were held, all of which were regular meetings. No director
attended
4
less than 75% of these meetings of the Board that were held in the last fiscal
year.
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 $45,532 were paid to such Directors by the Fund
during the fiscal year ended May 31, 1997. Fees for Independent Directors are
set at $5,000 per annum plus $500 per in-person Board meeting and $100 per
telephone conference call. Officers of the Fund are compensated by Smith Barney.
The following table shows the compensation paid by the Fund to each
Director, during the Fund's last fiscal year:
Total
Pension or Number of
Retirement Total Funds for
Aggregate Benefits Accrued Compensation Which Director
Compensation as part of from Fund and Serves Within
Name of Person from Fund Fund Expenses Fund Complex Fund Complex
- -------------- --------- ------------- ------------ ------------
Charles F. Barber #$ $7,000 $0 $ 38,700 6
Martin Brody 6,500 0 124,286 19
Dwight B.Crane 7,200 0 141,375 22
Allan J. Bloostein 7,000 0 83,150 8
Robert A.Frankel 7,000 0 66,100 8
William R. Hutchinson 7,000 0 38,600 6
Heath B. McLendon* 0 0 0 41
- ----------
# Pursuant to the Fund's deferred compensation plan, Mr. Barber elected
effective January 2, 1996, to defer the payment of all the compensation due
to him from the Fund.
$ Upon attainment of age 80 Fund Directors are required to change to emeritus
status. Directors Emeritus are entitled to serve in emeritus status for a
maximum of 10 years during which time they are paid 50% of the annual
retainer fee and meeting fees otherwise applicable to Fund Directors,
together with reasonable out-of-pocket expenses for each meeting attended.
Effective February 26, 1997, Mr. Barber became a Director Emeritus.
* Designates an "Interested Director."
The names of the principal officers of the Fund are listed in the table
below together with certain additional information. Each of the officers of the
Fund will hold such office until a successor is voted upon by the Board of
Directors.
Principal Occupations and
Position other Affiliations During
Name and Age (Year First Elected) the Past Five Years
- ------------- -------------------- --------------------------
Heath B. McLendon, Chief Executive Officer (See Table of Directors,
age 64 and Chairman of the Board above)
(1994)
Lewis E. Daidone, Senior Vice President; Managing Director of
age 40 and Treasurer (1994) Smith Barney Inc.; Chief
Financial Officer,
Director and Senior Vice
President of SBMFM and
TIA.
5
Principal Occupations and
Position other Affiliations During
Name and Age (Year First Elected) the Past Five Years
- ------------- -------------------- --------------------------
Joseph P. Deane, Vice President and Managing Director of
age 49 Investment Officer SBMFM; prior to July
(1994) 1993, Managing Director
of Shearson Lehman
Advisors.
Christina T. Sydor, Secretary (1994) Managing Director of
age 46 Smith Barney Inc.;
General Counsel and
Secretary of SBMFM and
TIA.
The principal business address of Mr. McLendon, Mr. Deane, Mr. Daidone and
Ms. Sydor is 388 Greenwich Street, New York, New York 10013.
The election of the listed nominees for Director will require the
affirmative vote of a plurality of the votes cast.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL 2:
RATIFICATION OF THE SELECTION OF KMPG PEAT MARWICK LLP AS THE
INDEPENDENT AUDITORS FOR THE FUND FOR THE
FISCAL YEAR ENDING MAY 31, 1998
The second proposal to be considered at the Meeting is the ratification of
the selection of KMPG Peat Marwick LLP ("KMPG") as the independent auditors for
the Fund for the fiscal year ending May 31, 1998.
On August 20, 1997, based upon the recommendation of the Audit Committee of
the Fund's Board of Directors, and in accordance with Section 32 of the 1940 Act
and the rules thereunder, the Board voted to appoint KPMG as the Fund's
independent auditors for the fiscal year ending May 31, 1998. KPMG also serves
as independent auditors for Smith Barney, other investment companies associated
with Smith Barney and for Travelers. KPMG has no direct or material indirect
financial interest in the Fund, Travelers or any other investment company
sponsored by Smith Barney or its affiliates.
If the Fund receives a written request from any Shareholder at least five
days prior to the Meeting stating that the Shareholder 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 representatives 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 as independent auditors.
6
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF INDEPENDENT
AUDITORS.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other business at the Meeting,
nor are they aware that any shareholder intends to do so. If, however, any other
matters are properly brought before the Meeting, the persons named as proxies in
the accompanying form of proxy will vote thereon in accordance with their
judgment.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders entitled to cast at least 25% of all votes entitled to be cast
at a meeting may require the calling of a meeting of shareholders for the
purpose of voting on the removal of any Director of the Fund. Meetings of
shareholders for any other purpose also shall be called by the Chairman of the
Board, the President or the Secretary of the Fund when requested in writing by
shareholders entitled to cast at least 25% of all votes entitled to be cast at
the Meeting.
SUBMISSION OF SHAREHOLDERS' PROPOSALS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 1998
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than July 16, 1997.
August 20, 1997
---------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
7
x Please mark
votes as in
this example
This proxy, if properly executed, will be voted in the manner directed by the
undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR ELECTION OF NOMINEES AND PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF DIRECTORS
Nominees: Allan J. Bloostein and Martin * FOR * WITHHELD
Brody
________________________________
For all nominees except as noted above
2. To ratify the selection of KPMG FOR * AGAINST * ABSTAIN *
Peat Marwick LLP as the independent
auditors of the Fund for the fiscal year
ending May 31, 1998.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this Proxy. If joint
owners, EITHER may sign this Proxy. When signing as attorney, executor,
administrator, trustee, guardian or corporate officer, please give your
full title.
Signature: ______________________________ Date ___________________________
Signature: ______________________________ Date ___________________________
GREENWICH STREET MUNICIPAL FUND INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Greenwich Street Municipal
Fund Inc. (the "Fund"), a Maryland corporation, hereby appoints
Heath B. McLendon and Christina T. Sydor as attorneys and proxies
for the undersigned, with full powers of substitution and revocation,
to represent the undersigned and to vote on behalf of the undersigned
all shares of the Common Stock Fund that the undersigned is entitled to
vote at the Annual Meeting of Shareholders of the Fund (the "Meeting")
to be held at the offices of the Fund, 388 Greenwich Street, 22nd Floor,
New York, New York on September 10, 1997 at 9:30 a.m., and any
adjournment or adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Annual Meeting and Proxy
Statement dated August 20, 1997 and hereby instructs said attorneys
and proxies to vote said shares as indicated hereon.
In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting. A majority of the proxies
present and acting at the Meeting in person or by substitute (or, if only one
shall be so present, then that one) shall have and may exercise all of the
power and authority of said proxies hereunder. The undersigned hereby revokes
any proxy previously given.
CONTINUED AND TO BE SIGNED
ON REVERSE SIDE
SEE REVERSE SIDE