As filed with the Securities and Exchange Commission
on September 25, 1997
Registration No. 333-12709
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-14
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
[ x ] Pre-Effective Amendment No. 2 [ ] Post-Effective Amendment No.
SMITH BARNEY MUNI FUNDS
(Exact name of Registrant as specified in Charter)
Area Code and Telephone Number: (800) 224-7523
388 Greenwich Street, New York, New York 10013
(Address of principal executive offices) (Zip Code)
Christina T. Sydor, Esq.
Smith Barney Inc.
388 Greenwich Street New York, New York 10013 (22nd floor)
(Name and address of agent for service)
copy to:
John E. Baumgardner, Jr., Esq.
Sullivan & Cromwell
125 Broad Street
New York, NY 10004
Approximate date of proposed public offering: As soon as possible
after the effective date of this Registration Statement.
Registrant has registered an indefinite amount of securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940,
as amended; accordingly, no fee is payable herewith. Registrant's
Rule 24f-2 Notice for the fiscal period ended March 31, 1997 was
filed with the Securities and Exchange Commission on May 9, 1997.
Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, by action pursuant to said Section
8(a), may determine.
Pre-Effective Amendment No. 1 to the Registration Statement
on Form N-14 (File No. 333-12709), filed on September 24, 1997,
Accession Number 0000091155-97-000422, is hereby incorporated by
reference in its entirety. This Pre-Eeffective Amendment No. 2
is being filed solely for the purposes of adding the Form of Proxy
Card as an exhibit thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, SMITH BARNEY MUNI FUNDS, has duly caused this Pre-
Effective Amendment No. 2 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York on the 25th
day of September, 1997.
SMITH BARNEY MUNI FUNDS
By: _________________________________________
Heath B. McLendon
Chief Executive Officer
As required by the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
/s/Heath B. McLendon Chairman of the Board and September 25, 1997
Heath B. McLendon Chief Executive Officer (Trustee)
/s/Lewis E. Daidone Senior Vice President and September 25, 1997
Lewis E. Daidone Treasurer (Chief Financial and
Accounting Officer)
/s/Donald R. Foley* Trustee September 25, 1997
Donald R. Foley
/s/Paul Hardin* Trustee September 25, 1997
Paul Hardin
/s/Francis P. Martin* Trustee September 25, 1997
Francis P. Martin
/s/Roderick C. Rasmussen*Trustee September 25, 1997
Roderick C. Rasmussen
/s/John P. Toolan* Trustee September 25, 1997
John P. Toolan
_________________
* Pursuant to Power of Attorney previously filed.
FORM OF PROXY CARD
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
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SMITH BARNEY MUNI FUNDS - OHIO PORTFOLIO
PROXY SOLICITED BY THE BOARD OF TRUSTEES
The undersigned holder of shares of Smith Barney Muni Funds - Ohio Portfolio
(the "Ohio Portfolio"), hereby appoints Heath B. McLendon, Lewis E. Daidone,
Christina T. Sydor and Marc A. Schuman 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 Ohio
Portfolio that the undersigned is entitled to vote at the Special Meeting of
Shareholders of the Ohio Portfolio to be held at the offices of the Ohio
Portfolio, 388 Greenwich Street, New York, New York on November 21, 1997 at
10:00 a.m. and any adjournment or adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Special Meeting and
Prospectus/Proxy Statement dated September [ ], 1997 and hereby instructs
said attorneys and proxies to vote said shares as indicated herein. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Special Meeting. A majority of the proxies present
and acting at the Special 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.
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
..............................................................................
..............................................................................
Please indicate your vote by an "X" in the appropriate box below. 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 THE
PROPOSAL.
1. To approve the Plan of Reorganization dated as of November 12, 1996 and
amended as of September 3, 1997 providing for: (i) the acquisition of
all or substantially all of the assets of Smith Barney Muni Funds - Ohio
Portfolio (the "Ohio Portfolio") by Smith Barney Muni Funds - National
Portfolio (the "National Portfolio") in exchange for shares of the
National Portfolio and the assumption by the National Portfolio of all
stated liabilities of the Ohio Portfolio; (ii) the distribution of such
shares of the National Portfolio to shareholders of the Ohio Portfolio
in liquidation of the Ohio Portfolio; and (iii) the subsequent
termination of the Ohio Portfolio.
FOR AGAINST ABSTAIN
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.
Date:
Signature(s)
(Title(s), if applicable)
