<PAGE>
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 Rule 14a-11(c) or Rule 14a-12
APEX MUNICIPAL FUND, INC.
P.O. Box 9011
Princeton, NJ 08543-9011
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A
/ / $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)(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:
<PAGE>
APEX MUNICIPAL FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
DECEMBER 27, 1996
------------------------
TO THE STOCKHOLDERS OF APEX MUNICIPAL FUND, INC.:
Notice is hereby given that the 1996 Annual Meeting of Stockholders (the
'Meeting') of Apex Municipal Fund, Inc. (the 'Fund') will be held at the offices
of Merrill Lynch Asset Management, L.P., 800 Scudders Mill Road, Plainsboro, New
Jersey, on Friday, December 27, 1996, at 9:00 A.M. for the following purposes:
(1) To elect two Class II Directors to serve until the 1999 Annual
Meeting of Stockholders;
(2) To consider and act upon a proposal to ratify the selection of
Deloitte & Touche LLP to serve as independent auditors of the Fund for its
current fiscal year; and
(3) To transact such other business as may properly come before the
Meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on October 28, 1996
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.
A complete list of the stockholders of the Fund entitled to vote at the
Meeting will be available and open to the examination of any stockholder of the
Fund for any purpose germane to the Meeting during ordinary business hours from
and after December 13, 1996, at the office of the Fund, 800 Scudders Mill Road,
Plainsboro, New Jersey. STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN
PERSON ARE REQUESTED TO COMPLETE, DATE AND SIGN THE ENCLOSED FORM OF PROXY AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED FOR THIS PURPOSE.
You are cordially invited to attend the Meeting. The enclosed proxy is
being solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Plainsboro, New Jersey
Dated: November 15, 1996
<PAGE>
PROXY STATEMENT
------------------------
APEX MUNICIPAL FUND, INC.
P.O. BOX 9011
PRINCETON, NEW JERSEY 08543-9011
------------------------
1996 ANNUAL MEETING OF STOCKHOLDERS
------------------------
DECEMBER 27, 1996
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Apex Municipal Fund, Inc., a
Maryland corporation (the 'Fund'), to be voted at the 1996 Annual Meeting of
Stockholders of the Fund (the 'Meeting'), to be held at the offices of Merrill
Lynch Asset Management, L.P. ('MLAM'), 800 Scudders Mill Road, Plainsboro, New
Jersey, on Friday, December 27, 1996 at 9:00 A.M. The approximate mailing date
of this Proxy Statement is November 19, 1996.
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, proxies
will be voted for the election of the Class II Directors, to serve for a three
year term and for the ratification of the selection of independent auditors to
serve for the Fund's current fiscal year. Any proxy may be revoked at any time
prior to the exercise thereof 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 of Directors has fixed the close of business on October 28, 1996
as the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting and at any adjournment thereof. Stockholders on the
record date will be entitled to one vote for each share held, with no shares
having cumulative voting rights. As of October 28, 1996, the Fund had
outstanding 19,544,644 shares of common stock, par value $.10 per share
(the "Common Stock"). To the knowledge of the Fund, as of October 28, 1996,
no person was the beneficial owner of more than five percent of its outstanding
shares of Common Stock.
Approval of Items 1 and 2 will require the affirmative vote of a majority
of votes cast by the Fund's stockholders, voting in person or by proxy, at a
meeting in which a quorum is duly constituted. The Board of Directors of the
Fund knows of no business other than that mentioned in Items 1 and 2 of the
Notice of Meeting which will be presented for consideration at the Meeting. If
any other matter is properly presented, it is the intention of the persons named
in the enclosed proxy to vote in accordance with their best judgment.
ITEM 1. ELECTION OF DIRECTORS
Pursuant to the Articles of Incorporation of the Fund, the Board of
Directors is divided into three classes, designated Class I, Class II and Class
III. Each class has a term of office of three years, and each year the term of
office of one class will expire. A Director elected by stockholders will serve
until the Annual Meeting of Stockholders for the year in which his term expires
and until his successor is elected and qualified.
<PAGE>
It is the intention of the persons named in the enclosed proxy to nominate
and vote in favor of the election of Melvin R. Seiden and Stephen B. Swensrud,
the Class II Directors whose current terms expire at the Meeting. The Board of
Directors of the Fund knows of no reason why the nominees will be unable to
serve, but in the event of any such unavailability, the proxies received will be
voted for such subsitute nominees as the Board of Directors may recommend.
Certain information concerning the nominees and the other Directors is set
forth as follows:
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AT
DURING PAST FIVE YEARS DIRECTOR OCTOBER 28,
NAME AND ADDRESS AND PUBLIC DIRECTORSHIPS(1) AGE SINCE 1996
- ------------------------------------------- ------------------------------------------- ---- --------- -------------
Class II Nominees to serve until the 1999 Annual Meeting of Stockholders:
<S> <C> <C> <C> <C>
Melvin R. Seiden(1)(2) .................... Director of Silbanc Properties, Ltd. (real 66 1989 0
780 Third Avenue estate, investment and consulting) since
Suite 2502 1987.
New York, New York 10017
Stephen B. Swensrud(1)(2) ................. Chairman of Fernwood Advisers (financial 63 1989 0
24 Federal Street consultants).
Suite 400
Boston, Massachusetts 02110
<CAPTION>
Class III Directors serving until the 1998 Annual Meeting of Stockholders:
<S> <C> <C> <C> <C>
Arthur Zeikel(1)(4) ....................... President of Fund Asset Management, L.P. 64 1989 0
P.O. Box 9011 ('FAM') (which term as used herein
Princeton, New Jersey 08543-9011 includes its corporate predecessors)
since 1977; President of MLAM (which term
as used herein includes its corporate
predecessors) since 1977; President and
Director of Princeton Services, Inc.
('Princeton Services') since 1993;
Executive Vice President of Merrill Lynch
& Co., Inc. ('ML&Co.') since 1990;
Director of Merrill Lynch Funds
Distributor, Inc. ('MLFD') since 1977.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
OF THE FUND
BENEFICIALLY
PRINCIPAL OCCUPATION OWNED AT
DURING PAST FIVE YEARS DIRECTOR OCTOBER 28,
NAME AND ADDRESS AND PUBLIC DIRECTORSHIPS(1) AGE SINCE 1996
- ------------------------------------------- ------------------------------------------- ---- --------- -------------
<S> <C> <C> <C> <C>
Robert S. Salomon, Jr.(1)(2)(3) ........... Principal of STI Management (investment 60 1996 0
106 Dolphin Cove Quay adviser); Chairman and CEO of Salomon
Stamford, Connecticut 06902 Brothers Asset Management Inc from 1992
to 1995; Chairman of Salomon Brothers
equity mutual funds from 1992 to 1995;
Director of Stock Research and U.S.
Equity Strategist at Salomon Brothers Inc
from 1975 to 1991; Director, Common Fund
and the Norwalk Community Technical
College Foundation.
<CAPTION>
Class I Directors serving until the 1997 Annual Meeting of Stockholders:
<S> <C> <C> <C> <C>
Joe Grills(1)(2) .......................... Member of the Committee of Investment of 61 1994 0
183 Soundview Lane Employee Benefit Assets of the Financial
New Canaan, Connecticut 06840 Executives Institute ('CIEBA') since
1986, member of CIEBA's Executive
Committee since 1988 and its Chairman
from 1991 to 1992; Assistant Treasurer of
International Business Machines
Incorporated ('IBM') and Chief Investment
Officer of IBM Retirement Funds from 1986
until 1993; Member of the Investment
Advisory Committee of the State of New
York Common Retirement Fund; Director,
Duke Management Company (real estate
management) since 1993; Director, LaSalle
Street Fund since 1995.
Walter Mintz(1)(2) ........................ Special Limited Partner of Cumberland 67 1989 0
1114 Avenue of the Americas Associates (investment partnership) since
New York, New York 10036 1982.
</TABLE>
- ------------------
(1) Each of the nominees and the other Directors is a director, trustee or
member of an advisory board of certain other investment companies for which
FAM or MLAM acts as investment adviser.
(2) Member of Audit Committee of the Board of Directors.
(3) On January 17, 1996, Robert S. Salomon, Jr. was elected a Director of the
Fund to fill the vacancy created by the retirement of Harry Woolf, who
retired as a Director, effective December 31, 1995, pursuant to the Fund's
retirement policy.
(4) Interested person, as defined in the Investment Company Act of 1940, as
amended (the 'Investment Company Act'), of the Fund.
3
<PAGE>
Committees and Board of Directors' Meetings. The Board of Directors has a
standing Audit Committee, which consists of the Directors who are not
'interested persons' of the Fund within the meaning of the Investment Company
Act. The principal purpose of the Audit Committee is to review the scope of the
annual audit conducted by the Fund's independent auditors and the evaluation by
such auditors of the accounting procedures followed by the Fund. The
non-interested Directors have retained independent legal counsel to assist them
in connection with these duties. The Board of Directors does not have a
nominating committee.
During the year ended June 30, 1996, the Board of Directors held four
meetings and the Audit Committee held four meetings. Each of the Directors then
in office attended at least 75% of the total number of meetings of the Board
of Directors and, if a member, the total number of meetings of the Audit
Committee held during such period.
Compliance with Section 16(a) of the Securities Exchange Act of
1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the
'Exchange Act'), requires the Fund's officers, directors and persons who own
more than ten percent of a registered class of the Fund's equity securities, to
file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the
Securities and Exchange Commission ('SEC') and the New York Stock Exchange.
Officers, directors and greater than ten percent stockholders are required by
SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they
file.
Based solely on the Fund's review of the copies of such forms, and
amendments thereto, furnished to it during or with respect to its most recent
fiscal year, and written representations from certain reporting persons that
they were not required to file Form 5 with respect to the most recent fiscal
year, the Fund believes that all of its officers, directors, greater than ten
percent beneficial owners and other persons subject to Section 16 of the
Exchange Act because of the requirements of Section 30 of the Investment Company
Act, i.e., any advisory board member, investment adviser or affiliated person of
the Fund's investment adviser, have complied with all filing requirements
applicable to them with respect to transactions during the Fund's most recent
fiscal year.
Interested Persons. The Fund considers Mr. Zeikel to be an 'interested
person' of the Fund within the meaning of Section 2(a)(19) of the Investment
Company Act as a result of the position he holds with FAM and its affiliates.
Mr. Zeikel is the President of the Fund and the President of FAM and MLAM.
Compensation of Directors. FAM, the investment adviser, pays all
compensation of all officers of the Fund and all Directors of the Fund who are
affiliated with ML&Co. or its subsidiaries. The Fund pays each Director not
affiliated with the investment adviser a fee of $2,000 per year plus $500 per
regular meeting attended, together with such Director's actual out-of-pocket
expenses relating to attendance at those meetings. The Fund also pays each
member of its Audit Committee, which consists of all of the non-affiliated
Directors, an additional fee of $2,000 per year plus $500 per Audit Committee
meeting attended, together with such Director's out-of-pocket expenses relating
to attendance at such meetings. These fees and expenses aggregated $48,568 for
the year ended June 30, 1996.
The following table sets forth for the fiscal year ended June 30, 1996
compensation paid by the Fund to the non-affiliated Directors and, for the
calender year ended December 31, 1995, the aggregate compensation paid by
4
<PAGE>
all investment companies advised by FAM and its affiliate, MLAM ('FAM/MLAM
Advised Funds'), to the non-affiliated Directors.
<TABLE>
<CAPTION>
PENSION OR RETIREMENT AGGREGATE COMPENSATION FROM
NAME OF COMPENSATION BENEFITS ACCRUED AS PART FUND AND FAM/MLAM
DIRECTOR FROM FUND OF FUND EXPENSES ADVISED FUNDS PAID TO DIRECTORS
------------ ------------------------- -------------------------------
<S> <C> <C> <C>
Joe Grills(1) $7,750 None $ 153,883
Walter Mintz(1) $7,750 None $ 153,883
Robert S. Salomon, Jr.(1)(2) $8,500 None None
Melvin R. Seiden(1) $7,750 None $ 153,883
Stephen B. Swensrud(1) $6,750 None $ 161,883
Harry Woolf(1)(2) $ 750 None $ 153,883
</TABLE>
- ------------------
(1) The Directors serve on the boards of FAM/MLAM Advised Funds as follows: Mr.
Grills (18 registered investment companies consisting of 38 portfolios); Mr.
Mintz (18 registered investment companies consisting of 38 portfolios); Mr.
Salomon (18 registered investment companies consisting of 38 portfolios);
Mr. Seiden (18 registered investment companies consisting of 38 portfolios);
Mr. Swensrud (20 registered investment companies consisting of 49
portfolios); and Mr. Woolf, prior to his retirement, effective December 31,
1995, pursuant to the Fund's retirement policy (18 registered investment
companies consisting of 38 portfolios).
(2) Mr. Salomon was elected a Director of the Fund on January 17, 1996 to fill
the vacancy created by the retirement of Mr. Woolf who retired as a
Director, effective December 31, 1995, pursuant to the Fund's retirement
policy.
Officers of the Fund. The Board of Directors has elected eight officers of
the Fund. The following sets forth information concerning each of these
officers:
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- -------------------------------------------------------------------------------- --------------- --- -------
<S> <C> <C> <C>
Arthur Zeikel .................................................................. President 64 1989
President of FAM since 1977; President of MLAM since 1977; President and
Director of Princeton Services since 1993; Executive Vice President of ML&Co.
since 1990; Director of MLFD since 1977.
Terry K. Glenn ................................................................. Executive Vice 56 1989
Executive Vice President of FAM and MLAM since 1983; Executive Vice President President
and Director of Princeton Services since 1993; President of MLFD since 1986
and Director thereof since 1991; President of Princeton Administrators, L.P.
since 1988.
Vincent R. Giordano ............................................................ Vice President 52 1989
Senior Vice President of FAM and MLAM since 1984.
Kenneth A. Jacob ............................................................... Vice President 45 1992
Vice President of MLAM since 1984.
Donald C. Burke ................................................................ Vice President 36 1993
Vice President and Director of Taxation of MLAM since 1990; Employee of
Deloitte & Touche LLP from 1982 to 1990.
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME AND PRINCIPAL OCCUPATION OFFICE AGE SINCE
- -------------------------------------------------------------------------------- --------------- --- -------
<S> <C> <C> <C>
Gerald M. Richard .............................................................. Treasurer 47 1989
Senior Vice President and Treasurer of FAM and MLAM since 1984; Senior Vice
President and Treasurer of Princeton Services since 1993; Vice President of
MLFD since 1981 and Treasurer thereof since 1984.
Mark B. Goldfus ................................................................ Secretary 50 1989
Vice President of FAM and MLAM since 1985.
</TABLE>
Stock Ownership. At October 28, 1996, the Directors and officers of the
Fund as a group (12 persons) owned an aggregate of less than 1% of the Common
Stock of the Fund outstanding at such date. At such date, Mr. Zeikel, an officer
and a Director of the Fund, and the other officers of the Fund owned an
aggregate of less than 1% of the outstanding shares of common stock of ML&Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors
who are not interested persons of the Fund, has selected the firm of Deloitte &
Touche LLP ('D&T'), independent auditors, to examine the financial statements of
the Fund for the current fiscal year. The Fund knows of no direct or indirect
financial interest of such firm in the Fund. Such appointment is subject to
ratification or rejection by the stockholders of the Fund. Unless a contrary
specification is made, the accompanying proxy will be voted in favor of
ratifying the selection of such auditors.
D&T also acts as independent auditors for ML&Co. and all of its
subsidiaries and for most other investment companies for which FAM or MLAM acts
as investment adviser. The fees received by D&T from these other entities are
substantially greater, in the aggregate, than the total fees received by it from
the Fund. The Board of Directors of the Fund considered the fact that D&T has
been retained as the independent auditors for ML&Co. and the other entities
described above in its evaluation of the independence of D&T with respect to the
Fund.
Representatives of D&T are expected to be present at the Meeting and will
have the opportunity to make a statement if they so desire and to respond to
questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of
proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The
Fund will reimburse banks, brokers and others for their reasonable expenses in
forwarding proxy solicitation material to the beneficial owners of the shares of
the Fund. The Fund may also hire proxy solicitors at the expense of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of
the shares of the Fund entitled to vote at the Meeting, present in person or by
proxy), supplementary solicitation may be made by mail, telephone, telegraph or
personal interview by officers of the Fund. It is anticipated that the cost of
such supplementary solicitation, if any, will be nominal.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith
Incorporated ('MLPF&S'), holding Fund shares in 'street name' for the benefit of
their customers and clients will request the instructions of such
6
<PAGE>
customers and clients on how to vote their shares on each Item before the
Meeting. The Fund understands that, under the rules of the New York Stock
Exchange, such broker-dealer firms may, without instructions from their
customers and clients, grant authority to the proxies designated to vote on the
election of Directors (Item 1) and ratification of the selection of independent
auditors (Item 2) if no instructions have been received prior to the date
specified in the broker-dealer firm's request for voting instructions. The Fund
will include shares held of record by broker-dealers as to which such authority
has been granted in its tabulation of the total number of votes present for
purposes of determining whether the necessary quorum of stockholders exists.
Proxies which are returned to the Fund but which are marked 'abstain' or on
which a broker-dealer has declined to vote on any proposal ('broker non-votes')
will be counted as present for purposes of a quorum. MLPF&S has advised the Fund
that it intends to exercise discretion over shares held in its name for which no
instructions have been received by voting such shares on Items 1 and 2 in the
same proportion as it has voted shares for which it has received instructions.
Abstentions and broker non-votes will not be counted as votes cast. Abstentions
and broker non-votes, therefore, will not have an effect on the vote on Item 1
or Item 2.
ADDRESS OF INVESTMENT ADVISER
The principal office of FAM is located at 800 Scudders Mill Road,
Plainsboro, New Jersey 08536.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its Annual Report for the
fiscal year ended June 30, 1996, to any stockholder upon request. Such requests
should be directed to Apex Municipal Fund, Inc., P.O. Box 9011, Princeton, New
Jersey 08543-9011, Attention: Mark B. Goldfus, or to 1-800-456-4587 ext. 123.
STOCKHOLDER PROPOSALS
If a stockholder intends to present a proposal at the 1997 Annual Meeting
of Stockholders of the Fund, which is anticipated to be held in September 1997,
and desires to have the proposal included in the Fund's proxy statement and form
of proxy for that meeting, the stockholder must deliver the proposal to the
offices of the Fund by July 18, 1997.
By Order of the Board of Directors
MARK B. GOLDFUS
Secretary
Dated: November 15, 1996
7
<PAGE>
APEX MUNICIPAL FUND, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
P R O X Y
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Arthur Zeikel, Terry K. Glenn and Ira P.
Shapiro as proxies, each with the power to appoint his substitute, and hereby
authorizes each of them to represent and to vote, as designated on the reverse
side hereof, all the Common Stock of Apex Municipal Fund, Inc. (the "Fund") held
of record by the undersigned on October 28, 1996 at the annual meeting of
stockholders of the fund to be held on December 27, 1996 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 PROPOSALS 1 AND 2.
(Continued and to be signed on the reverse side)
<PAGE>
<TABLE>
<S> <C>
1. ELECTION OF DIRECTORS FOR the nominees WITHHOLD AUTHORITY
Class II Nominees to serve until 1999 listed / / to vote for the nominees listed / /
Annual Meeting of Stockholders:
Melvin R. Seiden & Stephen B. Swensrud
</TABLE>
2. Proposal to ratify the selection of Deloitte & Touche LLP as the
independent auditors of the Fund to serve for the current fiscal year.
FOR / / AGAINST / / ABSTAIN / /
3. In the discretion of such proxies, upon such other business as may properly
come before the meeting or any adjournment thereof.
<TABLE>
<S> <C>
Please sign exactly as name appears hereon. When shares
are held by joint tenants, both should sign. When
signing as attorney or as executor, administrator,
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 persons.
Dated: _________________________________________ , 1996
X _____________________________________________________
Signature
X _____________________________________________________
Signature, if held jointly
</TABLE>
Please mark boxes / / or /X/ in blue or black ink.
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
