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. 1)
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 Rule 14a-11(c) or Rule
14a-12
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
/ x / No fee required.
/ / Fee computed on table below per Exchange Act Rules
14a6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction
applies:
(2) Aggregate number of securities to which transaction
applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials:
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the form or schedule and the date of its
filing.
(1) Amount previously Paid:
(2) Form, Schedule or Registration Statement no.:
(3) Filing Party:
(4) Date Filed:
CONSENT SOLICITATION
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
One Post Office Square
Boston, Massachusetts 02109
May 5 , 1997
Dear Preferred Shareholder:
The Trustees of Putnam Municipal Opportunities Trust (the
"Fund") are requesting your written consent to an amendment
to the Fund's Bylaws to permit the Fund to issue new series of
preferred shares as well as additional shares of the currently
outstanding series. The Bylaws currently permit the
Fund to issue up to 6,000 shares of Remarketed Preferred
[R] Shares, Series A ("Series A RP[R]") without the consent of
the Series A RP. Based on the recommendation of Putnam
Investment Management, Inc., ("Putnam") the Fund's investment
adviser, the Trustees of the Fund have determined that it would
be in the best interest of the Fund to be able to issue
additional series of preferred shares other than the Series A RP,
in each case subject to the same 6,000 overall limitation on the
authorized number of preferred shares.
The Trustees have approved in principle the issuance of up
to $81,000,000 in additional preferred shares in one or more new
series of remarketed preferred stock. Issuance of different
series will permit the Fund to have preferred shares with varying
dividend rates and periods. The Fund's investments will, of
course, continue to be subject to the same quality and
diversification requirements already applicable to
those investments.
The proposed Bylaw amendment does not permit the Fund to
increase the absolute number of preferred shares authorized or to
issue shares senior to the existing RP without consent of the
preferred shareholders.
It simply permits the Fund to issue preferred shares on a
parity with the Series A RP in different series as well as the
same series.
Please read the attached Consent Solicitation Statement
carefully for further details about the proposal.
We urge you to complete, sign, and return the enclosed
Consent by May 23 , 1997.
Sincerely yours,
/s/ George Putnam
George Putnam
Chairman
[R] Registered trademark of Merrill Lynch & Co., Inc.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
One Post Office Square
Boston, Massachusetts 02109
CONSENT SOLICITATION STATEMENT
The enclosed Consent of Holders of Series A RP is solicited
by the Trustees of Putnam Municipal Opportunities Trust (the
"Fund") in respect of a proposed amendment to the Bylaws of the
Fund described below.
Holders of record of Series A RP at the close of business on
April 14, 1997 are entitled to consent to the proposed amendment
by means of the enclosed form of Consent. On that date, there
were 800 shares of the Series A RP outstanding and entitled to
vote. This Consent Solicitation Statement was first mailed or
delivered to holders of record on or about May 5 , 1997.
Please complete, sign, and return the enclosed form of
Consent promptly. A postage-paid envelope is enclosed for this
purpose. Consents must be received on or before May
23 , 1997 or such later date as the Fund may announce
("Expiration Date"). A Consent may be revoked at any time before
that date by written notice to D.F. King & Co., Inc., 77 Water
Street, New York, NY 10005 ("D.F. King").
APPROVAL OF AMENDMENT TO THE FUND'S BYLAWS
The Trustees of the Fund are seeking the consent of holders
of the Series A RP to an amendment to the Fund's Bylaws to permit
the Fund to issue the currently authorized but unissued preferred
shares in separate series in addition to, as is currently
permitted, more shares of the currently outstanding
series. The form of the proposed amendment is set forth in
Exhibit A.
The Bylaws currently provide that, without the consent of
the holders of a majority of the Series A RP, the Fund may not
authorize, create or issue series of shares of beneficial
interest ranking prior to or on a parity with the Series
A RP with respect to payment of dividends or the distribution of
assets on liquidation other than the issuance of up to 6,000
shares of Series A RP.
The proposed amendment to the Fund's Bylaws would permit the
Fund to authorize, create and issue additional series of
preferred stock ranking on a parity with the Series A RP without
shareholder approval, subject to the same overall limitation of
6,000 authorized preferred shares.
This amendment in the Bylaws will allow the Fund more
flexibility in issuing additional preferred shares from time to
time either as Series A RP or as separate series on a parity with
(but not senior to) Series A RP. Issuance of different
series will permit the Fund to have preferred shares with varying
dividend periods.
The Trustees have approved in principle the issuance
of one or more new series of Remarketed Preferred Shares with an
aggregate liquidation preference of up to $81 million. It is
anticipated that these series will, like the Series A RP, be
rated AAA by Standard & Poor's and aaa by Moody's.
Although the Fund could issue such new shares as
additional Series A RP, the Trustees wish to create series with
shorter dividend periods than the Series A RP.
Putnam anticipates that additional redemptions and issuances of
series of Remarketed Preferred Shares may also be made
periodically in response to changing market conditions. The
proposed Bylaw amendment does not permit the Fund to increase the
absolute number of preferred shares authorized or to issue shares
senior to the existing RP without consent of the preferred
shareholders. It simply permits the Fund to issue the
preferred shares in different series as well as the same series.
The Trustees recommend that the holders of Series A RP
consent to the amendment of the Bylaws.
REQUIRED VOTE
Approval of the proposed amendment to the Fund's Bylaws
requires the consent of holders of a majority of the outstanding
shares of Series A RP. If the holders of the shares of the
Series A RP do not consent to the proposed amendment, it will not
be effected. No consent of the holders of the Fund's common
shares is required in connection with the proposed amendment.
VOTING PROCEDURES
The form of Consent permits the holder to indicate its
consent, or to withhold its consent, to the proposed amendment,
and will, unless revoked prior to the Expiration Date, be counted
by the Fund as so indicated. In accordance with New York Stock
Exchange rules, brokerage firms may consent and withhold consent,
respectively, on behalf of their clients who beneficially own
Series A RP and from whom they have not received consents or
withheld consents in the same proportion as consents and
withheld consents have been received from holders of Series A
RP if (i) the holders of a minimum of 30% of the outstanding
shares of Series A RP have either consented or withheld consent
and (ii) holders of less than 10% of the outstanding shares of
Series A RP have withheld their consent.
MISCELLANEOUS
Ownership of Shares of the Fund. Each share of the Series A
RP is entitled to consent. As of March 31, 1997, the officers
and Trustees of the Fund owned less than 1% of each of the Fund's
outstanding common shares and Series A RP. To the knowledge of
the Fund, no person owned beneficially 5% or more of the
outstanding shares of the Series A RP.
Solicitation of Consents. In addition to the solicitation
of Consents by mail, Trustees of the Fund and employees of
Putnam, Putnam Fiduciary Trust Company, and Putnam Mutual Fund
Corp. may solicit consents in person or by telephone. The Fund
will bear the expense of this consent solicitation.
Persons holding shares as nominees will upon request be
reimbursed for their reasonable expenses in soliciting
instructions from their principals. The Fund
has retained at its expense D.F. King & Co., Inc., 77
Water Street, New York, NY 10005, to aid in the solicitation of
instructions for nominee accounts, for a fee not to exceed $1,500
plus reasonable out-of-pocket expenses for mailing and phone
costs.
Date for Receipt of Shareholders' Proposals for 1997 Annual
Meeting. Shareholder proposals must be received by the Fund
before May 26, 1997 to be considered for inclusion in the proxy
statement for the Fund's 1997 Annual Meeting.
Investment Adviser. The Fund's Investment Adviser is Putnam
Investment Management, Inc., which is located at One Post Office
Square, Boston, MA 02109.
Administrator. The Fund's administrator is Putnam
Investment Management, Inc., which is located at One Post
Office Square, Boston, MA 02109.
Annual Report. The Fund will furnish, without charge, a
copy of the Fund's Annual Report for the most recent fiscal year
and the most recent semi-annual report to any shareholder upon
request. Such requests should be directed to Putnam Investor
Services, P.O. Box 41203, Providence, RI 02940-1203 or
1-800-225-1581.
Exhibit A
Proposed Bylaw Provision
Additions are indicated by //italics//
"Except as otherwise provided herein, so long as any shares
of // any series of RP // are outstanding, the Trust
shall not, without the affirmative vote or consent of the Holders
of at least a majority of the shares of // each series of
RP // outstanding at the time, in person or by proxy,
either in writing or at a meeting: (i) authorize, create or
issue, or increase or decrease the authorized or issued amount
of, any class or series of shares of beneficial interest ranking
prior to or on a parity with the RP with respect to payment of
dividends or the distribution of assets on liquidation, or
increase or decrease the number of authorized Preferred Shares
(although the Trust may, to the extent of the amount of Preferred
Shares authorized from time to time, issue additional shares of
RP //or other series of Preferred Shares on a parity with the
RP with respect to payment of dividends and the distribution of
assets on liquidation (including Preferred Shares with different
dividend rates and periods)// without such vote or consent); (ii)
amend, alter or repeal the provisions of the Declaration of Trust
and the Bylaws, including this Section 12.1, whether by
merger, consolidation or otherwise, so as to affect materially
and adversely any preference, right or power of such shares of RP
or the Holders thereof; or (iii) take any other action (including
without limitation bankruptcy proceedings) which pursuant to
Section 18(a)(2)(D) of the 1940 Act requires such approval by the
Holders; provided that (i) the issuance of not more than the
6,000 Preferred Shares presently authorized and (ii) the creation
and issuance of series of Preferred Shares ranking junior to the
RP with respect to payment of dividends and the distribution of
assets on liquidation, will not be deemed to affect such
preferences, rights or powers unless such issuance would, at the
time thereof, cause the Trust not to satisfy the 1940 Act RP
Asset Coverage or the RP Basic Maintenance Amount. New
language in italics.
CONSENT
in respect of
Remarketed Preferred [R] Shares, Series A ("Series A RP[R]"), of
PUTNAM MUNICIPAL OPPORTUNITIES TRUST (the "Fund")
Please return this Consent to D.F. King & Co., Inc., 77
Water Street, New York, NY 10005, (800) 735-3428.
ALL PROPERLY COMPLETED, EXECUTED AND DATED CONSENTS MUST BE
RECEIVED PRIOR TO 5:00 P.M., EASTERN TIME, ON MAY 16, 1997 (AS
SUCH TIME AND DATE MAY BE EXTENDED,THE "EXPIRATION DATE").
Consents should not be delivered to any person other than
D.F. King. Holders of record should not tender or deliver shares
of Series A RP at any time.
The instructions accompanying this Consent should be read
carefully beforethis Consent is completed. Any questions or
requests for assistance oradditional copies of this Consent or
the Consent Solicitation Statement (asdefined herein) may be
directed to D.F. King at its address and telephone numberset
forth above. You may also contact your broker, dealer,
commercial bank orother nominee for assistance concerning this
solicitation of Consents("Solicitation").
This Solicitation is being made by the Trustees of the Fund
to holders onthe Record Date (as defined herein) of the Series A
RP ("Holders") , as morefully described in the accompanying
Consent Solicitation Statement, dated May 5 , 1997 (the
"Consent Solicitation Statement"). The "Record Date" is theclose
of business on April 14, 1997. The Fund anticipates that the
DepositoryTrust Company ("DTC"), as nominee holder of Series A
RP, will execute an omnibusproxy that will authorize its
participants ("DTC Participants") to consent withrespect to the
Series A RP owned by it and held in the name of Cede & Co.
asspecified on a DTC position listing as of the Record Date. In
such case, allreferences to Holder shall, unless otherwise
specified, include DTC Participants.
Capitalized terms used herein and not otherwise defined
shall have themeanings ascribed thereto in the Consent
Solicitation Statement or the Fund'sBylaws (the "Bylaws"). The
terms of the Solicitation set forth in the ConsentSolicitation
Statement are hereby incorporated herein by reference and form
partof the terms and conditions of this Consent.
[R] Registered trademark of Merrill Lynch & Co., Inc.
BENEFICIAL OWNERS OF SERIES A RP WHO ARE NOT REGISTERED
HOLDERS AND WHOWANT TO CONSENT TO THE PROPOSED WAIVERS AND
AMENDMENTS MUST:
(1) INSTRUCT THE REGISTERED HOLDER OF THEIR SHARES TO
EXECUTE A CONSENT AND DELIVER THAT CONSENT TO D.F. KING, AS
INDICATED HEREIN, OR
(2) OBTAIN AN EXECUTED PROXY FROM THE REGISTERED HOLDER AND
DELIVER SUCH PROXY TOGETHER WITH THE EXECUTED CONSENT TO D.F.
KING.
By execution hereof, the undersigned acknowledges receipt of
the Consent Solicitation Statement and that it understands the
amendment described in theConsent Solicitation Statement.
The undersigned hereby represents and warrants that the
undersigned hasfull power and authority to give the Consent
contained herein. The undersignedwill, upon request, execute and
deliver any additional documents deemed by theFund to be
necessary or desirable to perfect the undersigned's Consent or
evidence such power and authority.
All authority conferred or agreed to be conferred by this
Consent shall survive the death, incapacity, dissolution or
liquidation of the undersigned andevery obligation of the
undersigned under this Consent shall be binding upon
theundersigned's heirs, personal representatives, successors and
assigns.
Unless otherwise indicated below, the undersigned hereby
consents to theproposed amendment to the Bylaws of the
Fund set forth in Exhibit A to theConsent Solicitation Statement.
This Consent relates to all shares of Series ARP held of record
by the undersigned, except those shares of Series A RP held
ofrecord by the undersigned and clearly identified below, if any,
that are to beexcluded from this Consent.
If the undersigned is a broker-dealer that is a New York
Stock Exchange member, pursuant to New York Stock Exchange Rule
452 it hereby consents and withholds consent with respect to any
uninstructed shares of Series A RP in the same proportion as
holders of Series A RP who have responded to this consent
solicitation.
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IMPORTANT -- READ CAREFULLY
Registered Holder(s) must execute this Consent exactly as
their name(s)appear(s) on the Series A RP. Authorized DTC
Participant(s) must execute this Consent exactly as their name(s)
are registered with DTC. If shares of SeriesA RP to which this
Consent relates are held of record by two or more jointregistered
Holders, all such Holders must sign this Consent. If signature
is bya trustee, executor, administrator, guardian,
attorney-in-fact, officer of acorporation or other person acting
in a fiduciary or representative capacity,such person should so
indicate when signing and must submit proper evidencesatisfactory
to the Fund of such person's authority so to act.
SIGN HERE
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Signature of Holder(s)
Dated: ________________________________________________________
Name(s):_________________________________________________________
(Please Print)
Capacity:________________________________________________________
Address:_________________________________________________________
_________________________________________________________________
(Include Zip Code)
Area Code and Telephone No.:__(____)_____________________________
Tax Identification or Social Security No.:
__________________________________________
If you wish to withhold consent to the proposed Bylaw amendment
as to any shares of Series A RP as to which you are the Holder,
please indicate the number of shares as to which you are
withholding consent: _______________
FOR BROKER DEALER-DEALERS ONLY
NUMBER OF INSTRUCTED SHARES CONSENTING _______
NUMBER OF INSTRUCTED SHARES WITHHOLDING CONSENT _______
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INSTRUCTIONS FOR HOLDERS
FORMING PART OF THE TERMS AND CONDITIONS OF THIS CONSENT
1. Expiration Date; Right to Terminate and/or Amend
Solicitation. The term "Expiration Date" means 5:00 p.m.,
Eastern Time, on May 23 , 1997, or such later date to which
the Fund, in its sole discretion, extends the period during which
the Solicitation is open.
2. Delivery of this Consent. Subject to the terms and
conditions set forth in the Consent Solicitation Statement, a
properly completed and duly executed copy of this Consent must be
received by D.F. King at the address set forth on the first page
of this Consent prior to 5:00 p.m., Eastern Time, on the
Expiration Date. In all cases, sufficient time should be
allowed to assure timely delivery. Beneficial owners whose
Series A RP are registered in someone else's name (for example,
in the name of DTC or the owner's broker) should ensure that the
Consent is forwarded by the record holder to D.F. King on a
timely basis. All Consents delivered by facsimile transmission
must be followed by delivery of originally executed Consents.
3. Questions Regarding Validity, Form, Eligibility, Receipt and
Revocation. All questions as to the validity, form, eligibility,
receipt and revocation of any Consent will be resolved by the
Fund, the determination of which shall be final and binding. The
Fund reserves the right to waive any defects and irregularities.
Consents shall not be deemed to have been properly given until
all defects and irregularities have been cured or waived. The
Fund's interpretation of the terms and conditions of the
Solicitation shall be conclusive and binding.
4. Holders Entitled to Consent; Proxies. Only registered
Holders of the Series A RP as of the Record Date (or holders of a
valid proxy from the Holder) may deliver a Consent. Any
beneficial owner of Series A RP who is not the registered Holder
of such Series A RP must arrange with the registered Holder (or
holder of a valid proxy from the Holder) to execute and deliver
the Consent on his, her or its behalf. Any person who wishes to
consent but whose Series A RP are held in the name of a brokerage
firm, bank nominee or other institution must either obtain a
valid proxy from such institution or instruct such institution to
execute the Consent on such person's behalf. The Fund
anticipates that DTC, as nominee holder of Series A RP, will
execute an omnibus proxy that will authorize DTC Participants to
consent with respect to the Series A RP owned by such DTC
Participants and held in the name of Cede & Co. as specified on
the DTC position listing as of the Record Date. In such case,
all references to Holder shall, unless otherwise specified,
include DTC Participants.
To be valid, any proxy referred to herein must not have been
revoked.
5. Signatures on this Consent. Consents executed by the
registered Holder of Series A RP should be executed in exactly
the same manner as the name(s) appear(s) on certificates of the
shares of Series A RP. If shares of Series A RP to which a
Consent relates are held by two or more joint Holders, all such
Holders should sign the Consent. If a Consent is signed by a
trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other registered holder acting in a
fiduciary or representative capacity, such person should so
indicate when signing and should submit to the Trustee
appropriate evidence of such person's authority to so act, along
with the Consent. If shares of Series A RP are registered in
different names, separate Consents must be executed by each
such registered Holder. Consents by DTC Participants whose
shares of Series A RP are registered in the name of Cede & Co.
should be signed in the manner in which their names appear on the
position listing of Cede &Co. with respect to the Series A RP.6.
Requests for Assistance or Additional Copies. Requests for
assistance in filling out and delivering Consents or for
additional copies of the Consent Solicitation Statement and
this Consent should be directed to D.F. King & Co., Inc., 77
Water Street, New York, NY 10005,(800) 735-3428. This
Consent should be delivered only to D.F.King.