SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the registrant /*/
Filed by a party other than the registrant / /
Check the appropriate box:
/ / Preliminary proxy statement
/*/ Definitive proxy statement
/ / Definitive additional materials
/ / Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Dreyfus Strategic Municipals, Inc.
------------------------------------------------
(Name of Registrant as Specified in Its Charter)
Dreyfus Strategic Municipals, Inc.
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(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
/ / $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2).
/ / $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 transactions 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:
/ / 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:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
------------------------------------------------------------------
(4) Date filed:
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* Set forth the amount on which the filing fee is calculated and state
how it was determined.
Notes:
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: 1934 Act Filings
Gentlemen:
Pursuant to Rule 14a-6(b) under the Securities Exchange Act of 1934, as
amended, transmitted herewith for filing is a copy of definitive proxy
materials for the annual meeting of stockholders of Dreyfus Strategic
Municipals, Inc. The filing fee of $125 for the Fund was forwarded prior to
filing the preliminary proxy materials.
It is estimated that proxy materials will be mailed to stockholders of record
on or about March 3, 1995.
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
-------------------------------------
NOTICE OF ANNUAL MEETINGS OF STOCKHOLDERS
-------------------------------------
To the Stockholders:
The Annual Meeting of Stockholders of each of Dreyfus Strategic
Municipal Bond Fund, Inc. and Dreyfus Strategic Municipals, Inc. (each, a
"Fund" and, collectively, the "Funds") will be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York, on
Friday, March 31, 1995 at the time set forth on Exhibit A to the Proxy
Statement, for the following purposes:
1. To elect Class Directors to serve for a specified term and until
their successors are duly elected and qualified.
2. To ratify the selection of the Fund's independent auditors.
3. To transact such other business as may properly come before the
meeting, or any adjournment or adjournments thereof.
Stockholders of record at the close of business on February 24, 1995
will be entitled to receive notice of and to vote at the meeting.
By Order of the Board of Directors
John E. Pelletier
Secretary
New York, New York
February 21, 1995
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS VOTE IS NOT IMPORTANT, BUT IT IS VITAL.
BY LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE
ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS
REPRESENTED. IN THAT EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT
VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE
CRITICAL TO ENABLE THE FUND(S) TO HOLD THE MEETING(S) AS SCHEDULED, SO
PLEASE RETURN YOUR PROXY CARD IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
COMBINED PROXY STATEMENT
------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MARCH 31, 1995
This proxy statement is furnished in connection with a solicitation
of proxies by the Board of Directors of each of Dreyfus Strategic Municipal
Bond Fund, Inc. and Dreyfus Strategic Municipals, Inc. (each, a "Fund" and,
collectively, the "Funds") to be used at the Annual Meeting of Stockholders
of each Fund to be held on Friday, March 31, 1995 at the time set forth on
Exhibit A, at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th
Floor West, New York, New York, for the purposes set forth in the
accompanying Notice of Annual Meetings of Stockholders. Stockholders of
record at the close of business on February 24, 1995 are entitled to be
present and to vote at the meeting. Each Fund share is entitled to one vote.
Stockholders can vote only on matters affecting the Fund(s) of which they are
stockholders. Shares represented by executed and unrevoked proxies will be
voted in accordance with the specifications made thereon. If any enclosed
form of proxy is executed and returned, it nevertheless may be revoked by
another proxy or by letter or telegram directed to the relevant Fund, which
must indicate the stockholder's name. To be effective, such revocation must
be received prior to the relevant Fund's meeting. In addition, any
stockholder who attends a meeting in person may vote by ballot at the
relevant Fund meeting, thereby canceling any proxy previously given. As of
February 8, 1995, your Fund had outstanding the number of shares indicated on
Exhibit A.
It is estimated that proxy materials will be mailed to stockholders
of record on or about February 28, 1995. The principal executive offices of
each Fund are located at 200 Park Avenue, New York, New York 10166. COPIES OF
EACH FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON
REQUEST, WITHOUT CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS
BOULEVARD, UNIONDALE, NEW YORK 11556-0144 OR BY CALLING TOLL-FREE
1-800-334-6899.
Stockholders of each Fund will vote as a single class and will vote
separately on each proposal on which stockholders of that Fund are entitled
to vote. If a proposal is approved by stockholders of one Fund and
disapproved by stockholders of the other Fund, the proposal will be
implemented for the Fund that approved the proposal and will not be
implemented for the Fund that did not approve the proposal. Therefore, it is
essential that stockholders who own shares in each Fund complete, date, sign
and return each proxy card they receive.
PROPOSAL 1.ELECTION OF DIRECTORS
Each Fund's Board of Directors is divided into three classes with
the term of office of one class expiring each year. It is proposed that
stockholders of each Fund consider the election of the individuals listed
below (the "Nominees") as Directors of the indicated class of such Fund. With
respect to Dreyfus Strategic Municipal Bond Fund, Inc. ("DSMB"), Mr.
Houminer, who has been a Director of DSMB since 1994, and Ms. Smith are to be
elected as Class II Directors to serve for a three-year term and Mr. DiMartino
is to be elected as a Class I Director to serve until DSMB's annual
stockholders meeting to be held in 1997. With respect to Dreyfus Strategic
Municipals, Inc. ("DSM"), Messrs. Carter and Leone, who have been Directors
of DSM since 1988 and 1987, respectively, and Mr. DiMartino are to be elected
as Class I Directors to serve for a three-year term and Ms. Smith is to be
elected as a Class II Director to serve until DSM's annual stockholders
meeting to be held in 1996. Messrs. Carter and Leone are also continuing
Class I Directors of DSMB and Mr. Houminer is also a continuing Class II
Director of DSM. Each Nominee has consented to being named in this proxy
statement and has agreed to serve as a Director of the indicated Fund if
elected. Biographical information about each Nominee is set forth below.
Biographical information about each Fund's other continuing Directors and
other relevant information is set forth on Exhibit A.
1
<TABLE>
NAME, PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE
- --------------------------------------- -----
<S> <C> <C>
HODDING CARTER, III -- CLASS I DIRECTOR OF DSM ONLY 59
President of MainStreet, a television production company. Since 1991,
a syndicated columnist for United Media - NEA.
From 1985 to 1986, he was editor and chief correspondent of "Capitol
Journal," a weekly Public Broadcasting System ("PBS") series on Congress.
From 1981 to 1984, he was anchorman and chief correspondent for PBS' "Inside
Story," a regularly scheduled half-hour critique of press performance. From
1977 to July 1, 1980, Mr. Carter served as Assistant Secretary of State for
Public Affairs and as Department of State spokesman. He is also a Board
member of seven other funds in the Dreyfus Family of Funds. His address is
c/o MainStreet, 918 Sixteenth Street, N.W., Washington, D.C. 20006.
*JOSEPH S. DIMARTINO -- CLASS I DIRECTOR OF DSMB AND DSM 51
Since January 1995, Chairman of the Board of various funds in the
Dreyfus Family of Funds. For more than five years
prior thereto, he was President, a director and, until August 1994, Chief
Operating Officer of The Dreyfus Corporation ("Dreyfus"), each Fund's
investment adviser, and Executive Vice President and a director of Dreyfus
Service Corporation, a wholly-owned subsidiary of Dreyfus. From August 24,
1994 to December 31, 1994, he was a director of Mellon Bank Corporation. He
is also a director of Noel Group, Inc., a director and former Treasurer of
The National Muscular Dystrophy Association, and a trustee of Bucknell
University. He is also a Board member of 59 other funds in the Dreyfus Family
of Funds. His address is 200 Park Avenue, New York, New York 10166.
EHUD HOUMINER -- CLASS II DIRECTOR DSMB ONLY 54
-----
Since July 1991, Professor and Executive-in-Residence at the
Columbia Business School, Columbia University and, since February 1992, a
consultant to Bear, Stearns & Co. Inc., investment bankers. He was President
and Chief Executive Officer of Philip Morris USA, manufacturers of consumer
products, from December 1988 until September 1990. He also is a director of
Avnet Inc. and a Board member of eight other funds in the Dreyfus Family of
Funds. His address is Columbia Business School, Columbia University, Uris
Hall, Room 526, New York, New York 10027.
RICHARD C. LEONE -- CLASS I DIRECTOR OF DSM ONLY 54
-----
President of The Twentieth Century Fund, Inc., a tax exempt research
foundation engaged in economic, political and social policy studies. From
April 1990 to March 1994, Chairman, and from April 1988 to March 1994, a
Commissioner of The Port Authority of New York and New Jersey. A member in
1985, and from January 1986 to January 1989, Managing Director of Dillon,
Read & Co. Inc. Mr. Leone is also a director of Resource Mortgage Capital,
Inc. He is also a Board member of seven other funds in the Dreyfus Family of
Funds. His address is 41 East 70th Street, New York, New York 10021.
ROBIN A. SMITH -- CLASS II DIRECTOR OF DSMB AND DSM 31
-----
Since October 1993, Vice President, and from March 1992 to October
1993, Executive Director of One to One Partnership, Inc., a national
non-profit organization that seeks to promote mentoring and economic
empowerment for at-risk youths. From June 1986 to February 1992, she was an
investment banker with Goldman, Sachs & Co. She is also a Trustee of Westover
School and a Board member of the Jacob A. Riis Settlement House and the
High/Scope Educational Research Foundation. Her address is 280 Park Avenue,
New York, New York 10010.
- -----------------------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "Act").
</TABLE>
2
In connection with the merger of Dreyfus and a subsidiary of Mellon
Bank, N.A. on August 24, 1994, 33,698 shares of
Dreyfus common stock held by Mr. DiMartino under The Dreyfus Corporation
Retirement Profit-Sharing Plan (the "Plan") were converted into 29,660 shares
of common stock of Mellon Bank Corporation ("Mellon"), Mellon Bank, N.A.'s
parent, having a market value of $58.375 per share on such date. In addition,
two outstanding options separately granted in 1982 and 1989 to Mr. DiMartino
to purchase an aggregate of 200,000 shares of Dreyfus common stock were
converted into two options to purchase an aggregate of 176,034 shares of
Mellon common stock. These two options expire on November 16, 1999 and August
23, 2000, respectively. In November 1994, Mellon's common stock split in a 3
for 2 proportion, and all shares of Mellon common stock held under the Plan,
and all outstanding options, were adjusted accordingly.
The persons named in the accompanying form of proxy intend to vote
each such proxy for the election of the Nominees, unless stockholders
specifically indicate on their proxies the desire to withhold authority to
vote for elections to office. It is not contemplated that any Nominee will be
unable to serve as a Director for any reason, but if that should occur prior
to the meeting, the proxy holders reserve the right to substitute another
person or persons of their choice as nominee or nominees.
Each Fund has an audit committee comprised of its Directors who are
not "interested persons" of the Fund, the function of which is to routinely
review financial statements and other audit-related matters as they arise
throughout the year. Neither Fund has a standing nominating or compensation
committee or any committee performing similar functions. As of January 31,
1995, Mr. Leone owned 2,800 shares of DSM's Common Stock constituting less
than 1% of such Fund's outstanding shares. As of such date, no other Nominee,
Director or officer owned any shares of either Fund's Common Stock
outstanding.
The Funds typically pay Directors an annual retainer and a per
meeting fee ($2,500/$500 for DSMB and $4,500/$500 for DSM) and reimburse them
for their expenses. The Chairman of the Board of Directors for each Fund,
which position will be held by Mr. DiMartino, if elected, receives an
additional 25% in annual retainer and per meeting fees. For each Fund's most
recent fiscal year, the number of Board meetings that were held, the schedule
of fees payable by the Fund to continuing Directors who are not Nominees and
the aggregate amount of compensation received by each such Director from the
Fund and all other funds in the Dreyfus Family of Funds for which such person
is a Board member are set forth on Exhibit A. The Funds do not pay any other
remuneration to their officers and Directors and neither Fund has a bonus,
pension, profit-sharing or retirement plan.
3
The compensation paid to each Nominee who is currently a Director of
the Funds for the fiscal year ended November 30,
1994 for DSMB and September 30, 1994 for DSM and the aggregate amount of
compensation paid to each such Nominee during calendar year 1994 by all other
funds in the Dreyfus Family of Funds for which such Nominee is a Board member
were as follows:
<TABLE>
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
(2) RETIREMENT ESTIMATED FROM FUND AND
(1) AGGREGATE BENEFITS ACCRUED ANNUAL BENEFITS FUND COMPLEX
NAME OF BOARD COMPENSATION AS PART OF EACH FROM EACH FUND PAID TO
MEMBER AND FUND FROM EACH FUND* FUND'S EXPENSES UPON RETIREMENT BOARD MEMBER
--------------- ---------------- --------------- --------------- -----------
<S> <C> <C> <C> <C>
Hodding Carter, III $33,625
DSMB $5,000 None None
DSM $7,000 None None
Ehud Houminer $25,701
DSMB $4,082 None None
DSM $4,496 None None
Richard C. Leone $33,125
DSMB $4,500 None None
DSM $6,500 None None
*Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $825 for both Funds for all Directors as a group.
</TABLE>
Mr. DiMartino recently became a Board member of 59 funds in the
Dreyfus Family of Funds and he is expected to be proposed for election as a
Board member of 32 other funds in the Dreyfus Family of Funds during 1995.
Ms. Smith is expected to be proposed for election as a Board member of eight
funds in the aggregate in the Dreyfus Family of Funds. It is currently
estimated that Mr. DiMartino, who will receive an additional 25% in annual
retainer and per meeting fees from those funds for which he holds the
position of Chairman, and Ms. Smith will receive from such other funds, as
well as from the Funds if each is elected, aggregate compensation of at least
$445,000 and $30,000, respectively, for the year ending December 31, 1995.
Mr. DiMartino and his family also are entitled to certain health insurance
benefits, with a portion of the annual premium, such portion estimated to be
approximately $16,500 for calendar year 1995, to be allocated among the funds
in the Dreyfus Family of Funds for which he serves as Chairman.
PROPOSAL 2.RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The Act requires that each Fund's independent auditors be selected
by a majority of those Directors who are not "interested persons" (as defined
in the Act) of the Fund; that such selection be submitted for ratification or
rejection at the Annual Meeting of Stockholders; and that the employment of
such independent auditors be conditioned on the right of the Fund, by vote of
a majority of its outstanding securities at any meeting called for that
purpose, to terminate such employment forthwith without penalty. Each Fund's
Board, including a majority of its Directors who are not "interested persons"
of such Fund, approved the selection of Ernst & Young LLP (the "Auditors")
for such Fund's current fiscal year at a Board meeting held on the date set
forth on Exhibit A.
The selection by the Directors of the Auditors as independent
auditors for the current fiscal year is submitted to the stockholders for
ratification. Apart from its fees as independent auditors and certain
consulting fees, neither the Auditors nor any of its partners has a direct,
or material indirect, financial interest in either Fund or Dreyfus.
The Auditors, a major international independent accounting firm,
have been the auditors of each Fund since its inception. Each Fund's Board of
Directors believes that the continued employment of the services of the
Auditors for the current fiscal year would be in the Fund's best interests.
4
A representative of the Auditors is expected to be present at the
meeting and will have the opportunity to make a statement and will be
available to respond to appropriate questions.
EACH FUND'S BOARD OF DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF THE
AUDITORS AS INDEPENDENT AUDITORS OF THE FUND.
ADDITIONAL INFORMATION
Dreyfus, located at 200 Park Avenue, New York, New York 10166,
serves as each Fund's investment adviser.
Prior to commencing operations, each Fund issued 10,000 shares of
Common Stock (the "Initial Shares") to Dreyfus, as sponsor, for a $100,000
initial investment pursuant to Section 14(a) of the Act. The Initial Shares
issued to Dreyfus by DSM were enrolled in the Fund's dividend reinvestment
plan ("DRIP"). A Form 5 for each of the three fiscal years ended 1991, 1992
and 1993 was filed by Dreyfus on November 14, 1994 pursuant to Section 16(a)
of the Securities Exchange Act of 1934, as amended ("Exchange Act"), with
respect to shares of DSM issued to Dreyfus pursuant to the DRIP. During those
years, Dreyfus was issued shares pursuant to the DRIP in the following number
of transactions: fiscal year 1991-26, 1992-26 and fiscal year 1993-24.
On August 24, 1994, Dreyfus merged with a subsidiary of Mellon Bank,
N.A. In connection with the merger, Dreyfus first transferred its Initial
Shares for each Fund, together with its DRIP-acquired DSMshares, to its
wholly-owned subsidiary, Major Trading Corporation ("MTC"), and the
outstanding shares of MTCsubsequently were transferred to MBCInvestment
Corp., a wholly-owned subsidiary of Mellon, the parent of Mellon Bank, N.A. A
Form 5 reflecting this transfer was filed pursuant to Section 16(a) of the
Exchange Act on January 27, 1995 and February 8, 1995, for DSMB and DSM,
respectively. In anticipation of, and/or as a result of, the merger of
Dreyfus, certain individuals were elected as directors and/or officers of
Dreyfus. None of these individuals had any ownership of, or engaged in any
transactions with respect to, either Fund's shares at the time each assumed
such positions and filed a Form 3 pursuant to Section 16(a) of the Exchange
Act. A Form 3 for each of the following individuals was filed on September
28, 1994: Frank V. Cahouet, Barbara F. Casey, Diane M. Coffey, Henry D.
Gottmann, Lawrence S. Kash, W. Keith Smith and Paul H. Snyder.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote, represents a broker "non-vote"
(that is, a proxy from a broker or nominee indicating that such person has
not received instructions from the beneficial owner or other person entitled
to vote shares of the Fund on a particular matter with respect to which the
broker or nominee does not have discretionary power) or marked with an
abstention (collectively, "abstentions"), the Fund's shares represented thereb
y will be considered to be present at the meeting for purposes of determining
the existence of a quorum for the transaction of business.
Neither Fund's Board of Directors is aware of any other matters
which may come before the meeting. However, should any such matters with
respect to one or both Funds properly come before the meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the
proxy in accordance with their judgment on such matters.
Each Fund will bear its pro rata share of the cost of soliciting
proxies. In addition to the use of the mails, proxies may be solicited
personally, by telephone or by telegraph, and each Fund may pay persons
holding shares of a Fund in their names or those of their nominees for their
expenses in sending soliciting materials to their principals.
Stockholders wishing to include proposals in either Fund's proxy
statement for such Fund's next Annual Meeting of Stockholders must be sent in
writing and received by the Fund no later than October 20, 1995 at the
principal executive offices of the Fund at 200 Park Avenue, New York, New
York 10166, Attention: General Counsel.
5
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise, as appropriate, Dreyfus Strategic Municipals, Inc.,
in care of The Bank of New York, Proxy Department, 101 Barclay Street, New
York, NY 10203, or Dreyfus Strategic Municipal Bond Fund, Inc., in care of
Bank of Boston, Shareholder Services Division, Proxy Department, P.O. Box
17191/M/S: 45-01-02, Boston, MA 02105, whether other persons are the
beneficial owners of the shares for which proxies are being solicited, and if
so, the number of copies of the proxy statement and other soliciting material
you wish to receive in order to supply copies to the beneficial owners of
shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS
WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE,
SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: February 21, 1995
6
EXHIBIT A
PART I
Part I sets forth the meeting time and information relevant to the
continuing Directors, auditors and number of shares outstanding for each
Fund:
MEETING TIME:
Dreyfus Strategic Municipals, Inc. ("DSM"): 11:45 a.m.
Dreyfus Strategic Municipal Bond Fund, Inc. ("DSMB"): 12:00 Noon
<TABLE>
BOARD MEMBERS
NAME, PRINCIPAL OCCUPATION YEAR
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
- ------------------------------- ---- ---------- --------
<S> <C> <C> <C>
*DAVID W. BURKE 58 DSMB-1994 1996
Since August 1994, Consultant to Dreyfus. From October DSM-1994 1997
1990 to August 1994, Vice President and Chief Administrative Officer
of Dreyfus. From 1977 to 1990, Mr. Burke was
involved in the management of national television news, as Vice President and
Executive Vice President of ABC News, and subsequently as President of CBS
News. He is also a Board member of 49 other funds in the Dreyfus Family of
Funds. His address is 200 Park Avenue, New York, New York 10166.
HANS C. MAUTNER 57 DSMB-1989 1996
Chairman, Trustee and Chief Executive Officer of DSM-1987 1997
Corporate Property Investors, a real estate investment company. Since
January 1986, a Director of Julius Baer Investment
Management, Inc., a wholly-owned subsidiary of Julius Baer Securities, Inc.
He is also a Board member of six other funds in the Dreyfus Family of Funds.
His address is 305 East 47th Street, New York, New York 10017.
JOHN E. ZUCCOTTI 57 DSMB-1989* 1996
President and Chief Executive Officer of Olympia & York DSM-1987 1997
Companies (U.S.A.) and a member of its Board of Directors since the
inception of a Board on July 27, 1993. From 1986 to
1990, he was a partner in the law firm of Brown & Wood, and from 1978 to
1986, a partner in the law firm of Tufo & Zuccotti. First Deputy Mayor of the
City of New York from December 1975 to June 1977, and Chairman of the City
Planning Commission for the City of New York from 1973 to 1975. Mr. Zuccotti
is also a Director of Empire Blue Cross & Blue Shield, Catellus Development
Corporation, a real estate development corporation and Diversicare, Inc., a
health care services company. He is also a Board member of six other funds in
the Dreyfus Family of Funds. His address is 237 Park Avenue, New York, New
York 10017.
- ---------------------
* "Interested person" as defined in the Act.
</TABLE>
A-1
PERTAINING TO THE BOARD OF EACH FUND
* Number of Board and committee meetings held during
the
last fiscal year: DSMB-9; DSM-9
* Directors, if any, attending fewer than 75%
of all Board and committee meetings held in the
last fiscal year during the period the Director
was in office: DSMB-Mr.Mautner; DSM-Messrs. Houminer and Mautner
. * Rate at which Directors are paid :
<TABLE>
NAME OF FUND ANNUAL RETAINER/PER MEETING FEE
<S> <C> <C>
DSMB $2,500/$500
DSM $4,500/$500
*Compensation Table for the last fiscal year (except as otherwise noted):
</TABLE>
<TABLE>
(5)
(3) TOTAL
PENSION OR (4) COMPENSATION
(2) RETIREMENT ESTIMATED FROM FUND AND
(1) AGGREGATE BENEFITS ACCRUED ANNUAL BENEFITS FUND COMPLEX
NAME OF CONTINUING COMPENSATION AS PART OF EACH FROM EACH FUND PAID TO
DIRECTOR AND FUND FROM EACH FUND* FUND'S EXPENSES UPON RETIREMENT BOARD MEMBER**
--------------- ---------------- --------------- --------------- -----------
<S> <C> <C> <C> <C>
David W. Burke $27,898
DSMB $671 None None
DSM $456 None None
Hans C. Mautner $33,625
DSMB $4,500 None None
DSM $6,500 None None
John E. Zuccotti $33,625
DSMB $5,000 None None
DSM $7,000 None None
- ------------------
*Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $825 for both Funds for all Directors as a group.
**For calendar year 1994.
</TABLE>
PERTAINING TO AUDITORS
* Date Board last approved Auditors: January 30, 1995
SHARES OUTSTANDING AS OF FEBRUARY 8, 1995
DSM: 55,629,356.00
DSMB: 45,655,224.63
A-2
PART II
Part II sets forth information relevant to the executive officers of
each Fund:
<TABLE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- --------------------- ------ ----------------------------------------
<S> <C> <C>
MARIE E. CONNOLLY
President and Treasurer 37
President and Chief Operating Officer of Premier
Mutual Fund Services, Inc. ("Premier"), a distributor of mutual funds, and an
officer of other investment companies advised or administered by Dreyfus.
From December 1991 to July 1994, she was President and Chief Compliance
Officer of Funds Distributor, Inc., a wholly-owned subsidiary of The Boston
Company, Inc. Prior to December 1991, she served as Vice President and
Controller, and later as Senior Vice President, of The Boston Company
Advisors, Inc.
JOHN E. PELLETIER
Vice President and Secretary 30
Senior Vice President and General Counsel of
Premier and an officer of other investment companies advised or administered
by Dreyfus. From February 1992 to July 1994, he served as Counsel for The
Boston Company Advisors, Inc. From August 1990 to February 1992, he was
employed as an Associate at Ropes & Gray, and prior to August 1990, he was
employed as an Associate at Sidley & Austin.
FREDERICK C. DEY
Vice President and Assistant Treasurer 33
Senior Vice President of Premier and an officer of
other investment companies advised or administered by Dreyfus. From 1988 to
August 1994, he was Manager of the High Performance Fabric Division of
Springs Industries Inc.
ERIC B. FISCHMAN
Vice President and Assistant Secretary 30
Associate General Counsel of Premier and an officer
of other investment companies advised or administered by Dreyfus. From
September 1992 to August 1994, he was an attorney with the Board of Governors
of the Federal Reserve System.
A-3
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- --------------------- ------ ----------------------------------------
JOSEPH S. TOWER, III
Assistant Treasurer 32
Senior Vice President, Treasurer and Chief
Financial Officer of Premier and an officer of other investment companies
advised or administered by Dreyfus. From July 1988 to August 1994, he was
employed by The Boston Company, Inc. where he held various management
positions in the Corporate Finance and Treasury areas.
JOHN J. PYBURN
Assistant Treasurer 59
Vice President of Premier and an officer of other
investment companies advised or administered by Dreyfus. From 1984 to July
1994, he was Assistant Vice President in the Mutual Fund Accounting
Department of Dreyfus.
PAUL FURCINITO
Assistant Secretary 28
Assistant Vice President of Premier and an officer
of other investment companies advised or administered by Dreyfus. From
January 1992 to July 1994, he was a Senior Legal Product Manager and, from
January 1990 to January 1992, a mutual fund accountant, for The Boston
Company Advisors, Inc.
RUTH D. LEIBERT
Assistant Secretary 50
Assistant Vice President of Premier and an officer
of other investment companies advised or administered by Dreyfus. From March
1992 to July 1994, she was a Compliance Officer for The Managers Funds, a
registered investment company. From March 1990 until September 1991, she was
Development Director of The Rockland Center for the Arts and, prior thereto,
was employed as a Research Assistant for the Bureau of National Affairs.
The address of each officer of the Fund is 200 Park Avenue, New
York, New York 10166.
</TABLE>
A-4
1. Election of Directors
FOR ALL Nominees
WITHHOLD authority only
for those Nominee(s) whose
name(s) I have written below.
WITHHOLD authority
for All Nominees
NOMINEES ARE: CLASS I - HODDING CARTER, III, JOSEPH S. DIMARTINO, RICHARD C.
LEONE
NOMINEES ARE: CLASS II - ROBIN A. SMITH
- -----------------------------------------------------------------------------
2. To ratify the selection of the Fund's independent auditors.
FOR AGAINST ABSTAIN
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or
any adjournment(s) thereof.
CHANGE OF ADDRESS OR
COMMENTS MARK HERE
X
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED
FOR THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED.
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
Dated:------------------------------------- ,1995
- -------------------------------------------
Signature(s)
- -------------------------------------------
VOTES MUST BE INDICATED
(X) IN BLACK OR BLUE INK.
(PLEASE SIGN, DATE AND RETURN THIS PROXY IN THE ENCLOSED POSTAGE PREPAID
ENVELOPE.)
DREYFUS STRATEGIC MUNICIPALS, INC.
The undersigned stockholder(s) of Dreyfus Strategic Municipals, Inc.
hereby appoints Robert R. Mullery and Steven F. Newman, and each of them, the
attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all of the shares of Dreyfus Strategic
Municipals, Inc. standing in the name of the undersigned at the close of
business on February 24, 1995 at the Annual Meeting of Stockholders to be
held at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor
West, New York, New York, commencing at 11:45 a..m. on Friday, March 31,
1995, and at any and all adjournments thereof, with all of the powers the
undersigned would possess if then and there personally present and especially
(but without limiting the general authorization and power hereby given) to
vote as indicated on the proposals, as more fully described in the Proxy
Statement for the meeting.
(Continued and to be dated and signed on the reverse side.)
DREYFUS STRATEGIC MUNICIPALS INC.
P.O. BOX 11989
NEW YORK, N.Y. 10203-0989
IMPORTANT
----------
PLEASE ACT PROMPTLY
SIGN, DATE AND MAIL YOUR PROXY CARD(S) TODAY.
No matter how many shares you own, your vote is important. Voting can also
help your fund save money. To hold the meeting, a quorum must be represented.
Voting today can save your fund the expense of another solicitation for
proxies required to achieve a quorum.
FOR DREYFUS SHAREHOLDERS WITH MULTIPLE ACCOUNTS:
For your convenience, and to reduce the Fund's mailing expenses, we have
enclosed one proxy card for each of the Dreyfus accounts in your household
that have the same taxpayer identification number (i.e. social security), the
same zip code and the same type of account. The proxy cards for accounts with
different taxpayer identification numbers have been sent under separate
cover.
These are not duplicates; you should sign and return each proxy card in order
for your votes to be counted.
