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, May 3, 1996 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 March 11, 1996
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
March 14, 1996
- -----------------------------------------------------------------------------
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, MAY 3, 1996
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, May 3, 1996 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 March 11, 1996 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 22, 1996, 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 March 18, 1996. 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"), Messrs.
Burke, Mautner and Zuccotti, who have been Directors of DSMB since 1994, 1989
and 1989, respectively, are to be elected as Class III Directors to serve for
a three-year term. With respect to Dreyfus Strategic Municipals, Inc.
("DSM"), Mr. Houminer and Ms. Smith, who have been Directors of DSM since
1994 and 1995, respectively, are to be elected as Class II Directors to serve
for a three-year term. Messrs. Burke, Mautner and Zuccotti are also
continuing Class III Directors of DSM and Mr. Houminer and Ms. Smith are also
continuing Class II Directors of DSMB. 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.
Page 1
<TABLE>
<CAPTION>
<S> <C>
NAME, PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE
*DAVID W. BURKE -- CLASS III DIRECTOR OF DSMB ONLY 59
Chairman of the Broadcasting Board of Governors, an independent
board within the United States Information Agency, since August
1995. From August 1994 to February 1995, he was a consultant to
The Dreyfus Corporation ("Dreyfus"), each Fund's investment
adviser, and from October 1990 to August 1994, he was 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 fifty-one other funds in the Dreyfus Family of
Funds. His address is 210 Sunset Avenue, Eastham P.O. Box 654,
Eastham, Massachusetts 02642.
EHUD HOUMINER -- CLASS II DIRECTOR DSM ONLY 55
Since July 1991, Professor and Executive-in-Residence at the
Columbia Business School, Columbia University. 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 ten
other funds in the Dreyfus Family of Funds. His address is c/o
Columbia Business School, Columbia University, Uris Hall, Room
526, New York, New York 10027.
HANS C. MAUTNER -- CLASS III DIRECTOR OF DSMB ONLY 58
Chairman, Trustee and Chief Executive Officer of 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.
ROBIN A. SMITH -- CLASS II DIRECTOR OF DSM ONLY 32
Since 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. She is also a Board member of six other funds in the
Dreyfus Family of Funds. 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").
Page 2
NAME, PRINCIPAL OCCUPATION AND
BUSINESS EXPERIENCE FOR PAST FIVE YEARS AGE
*JOHN E. ZUCCOTTI -- CLASS III DIRECTOR OF DSMB ONLY 58
President and Chief Executive Officer of Olympia & York
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 Starrett Housing Corporation, a construction,
development and management of real estate properties corporation.
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>
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.
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 of each Fund
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.
Page 3
The compensation paid to each Nominee for the fiscal year ended
November 30, 1995 for DSMB and September 30, 1995 for DSM and the aggregate
amount of compensation paid to each such Nominee during
calendar year 1995 by all other funds in the Dreyfus Family of Funds for
which such Nominee is a Board member were as follows:
<TABLE>
<CAPTION>
(3)
TOTAL
COMPENSATION
(2) FROM FUND AND
(1) AGGREGATE FUND COMPLEX
NAME OF BOARD COMPENSATION PAID TO
MEMBER AND FUND FROM EACH FUND* BOARD MEMBER
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
David W. Burke $253,654
DSMB $5,000
DSM $6,500
Ehud Houminer $55,405
DSMB $5,000
DSM $7,000
Hans C. Mautner $47,000
DSMB $5,000
DSM $7,000
Robin A. Smith $27,526
DSMB $3,178
DSM $3,268
John E. Zuccotti $49,500
DSMB $5,000
DSM $7,000
- --------------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $910 for both Funds for all Directors as a group.
</TABLE>
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 January 29,
1996.
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.
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.
Page 4
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
thereby 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.
Proposals that stockholders wish to include 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 15, 1996 at the
principal executive offices of the Fund at 200 Park Avenue, New York, New
York 10166, Attention: General Counsel.
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 EACH PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: March 14, 1996
Page 5
EXHIBIT A
PART I
Part I sets forth the meeting time and information relevant to the
continuing Directors and number of shares outstanding for each Fund:
MEETING TIME:
Dreyfus Strategic Municipal Bond Fund, Inc. ("DSMB"):10:00 a.m.
Dreyfus Strategic Municipals, Inc. ("DSM"):10:15 a.m.
<TABLE>
<CAPTION>
<S> <C> <C> <C>
BOARD MEMBERS
NAME, PRINCIPAL OCCUPATION YEAR
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
- ------------------------------- ---- ------------- ---------
HODDING CARTER, III DSMB-1989 1997
President of MainStreet, a television production com- 60 DSM-1988 1998
pany. 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 six 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 52 DSMB-1995; 1989-1994 1997
CHAIRMAN OF THE BOARD Since January 1995, Chairman DSM-1995; 1987-1994 1998
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 Dreyfus 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 Chairman of the Board of Directors of Noel
Group, Inc., a venture capital company; a Trustee of Bucknell
University; and a director of The Muscular Dystrophy Association,
Health Plan Services Corporation, Belding Heminway Company, Inc.,
Curtis Industries, Inc. and Staffing Resources, Inc. He is also
a Board member of ninety-three other funds in the Dreyfus Family
of Funds. His address is 200 Park Avenue, New York, New York 10166.
- ----------------
* "Interested person" as defined in the Act.
Page A-1
NAME, PRINCIPAL OCCUPATION YEAR
AND BUSINESS EXPERIENCE FOR DIRECTOR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
- ------------------------------- ---- ------------- ---------
RICHARD C. LEONE 55 DSMB-1989 1997
President of The Twentieth Century Fund, Inc., a tax DSM-1987 1998
exempt research foundation engaged in the studies of economic,
foreign policy and domestic issues. 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
six other funds in the Dreyfus Family of Funds. His address is
41 East 70th Street, New York, New York 10021.
</TABLE>
PERTAINING TO THE BOARD OF EACH FUND
* Number of Board and committee meetings held during the
last fiscal year: DSMB-7; DSM-9
* Directors, if any, attending fewer than 75% of all Board and
committee meetings, as applicable, held in the last fiscal
year during the period the Director was in office: None
. * Rate at which Directors are paid :
<TABLE>
<CAPTION>
<S> <C>
NAME OF FUND ANNUAL RETAINER/PER MEETING FEE
DSMB $2,500/$500
DSM $4,500/$500
</TABLE>
*Compensation Table for the last fiscal year (except as otherwise noted):
<TABLE>
<CAPTION>
<S> <C> <C>
(3)
TOTAL
COMPENSATION
(2) FROM FUND AND
(1) AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND FROM EACH FUND* BOARD MEMBER**
- ---------------------------------------------------------------------------------------------------------------
Hodding Carter, III $49,500
DSMB $5,000
DSM $7,500
Joseph S. DiMartino $448,618
DSMB $3,973
DSM $4,085
Richard C. Leone $49,000
DSMB $5,000
DSM $7,000
- --------------
*Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $910 for both Funds for all Directors as a group.
**For calendar year 1995.
</TABLE>
Page A-2
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 $17,000 for calendar year 1996, to be allocated
among the funds in the Dreyfus Family of Funds for which he serves as
Chairman.
SHARES OUTSTANDING AS OF FEBRUARY 22, 1996
DSM: 11,146
DSMB: 5,310
As of January 31, 1996, 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.
PART II
<TABLE>
<CAPTION>
Part II sets forth information relevant to the executive officers of
each Fund:
<S> <C> <C>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- --------------------- ------ ----------------------------------------
MARIE E. CONNOLLY
President and Treasurer 38 President and Chief Executive 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., the ultimate
parent of which is Boston Institutional Group.
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 31 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.
FREDERICK C. DEY
Vice President and Assistant Treasurer 34 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.
Page A-3
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
- --------------------- ------ ----------------------------------------
ERIC B. FISCHMAN
Vice President and Assistant Secretary 31 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.
ELIZABETH BACHMAN
Vice President and Assistant Secretary 26 Assistant Vice President of Premier and an officer
of other investment companies advised or
administered by Dreyfus.
JOSEPH S. TOWER, III
Assistant Treasurer 33 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 60 Assistant Treasurer 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.
MARGARET M. PARDO
Assistant Secretary 27 Legal Assistant with Premier and an officer of
other investment companies advised or administered
by Dreyfus. From June 1992 to April 1995, she was
a Medical Coordination officer at ORBIS
International. From May 1990 to June 1992, she
worked as a Program Coordinator at Physicians
World Communications Group.
The address of each officer of the Fund is 200 Park Avenue, New
York, New York 10166.
</TABLE>
Page A-4
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
The undersigned stockholder(s) of Dreyfus Strategic Municipal Bond Fund,
Inc. hereby appoints Robert R. Mullery and Michael A. Rosenberg, 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 Municipal Bond Fund, Inc. standing in the name of the undersigned
at the close of business on March 11, 1996 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 10:00 a.m. on
Friday, May 3, 1996, 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 SIGNED ON REVERSE SIDE SEE REVERSE SIDE
/ X / Please mark votes as in this example
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTED
FOR THE PROPOSAL BELOW UNLESS OTHERWISE INDICATED.
1. Election of Directors.
Class III Nominees: David W. Burke, Hans C. Mautner, John E. Zuccotti
FOR WITHHOLD
ALL AUTHORITY FOR
NOMINEES ALL NOMINEES
/ / / /
/ /
For All Nominees except for those whose name(s) I have written above.
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.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
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 an
attorney, executor, administrator, trustee or guardian, please give full
title.
Signature: Date
Signature: Date
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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 the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for
proxies required to achieve a quorum.
Please note, that if you hold more than one account in the Fund, a proxy card
will be sent to you for each of your accounts. You should sign and return
each proxy card in order for all your votes to be counted.
Thank you for your interest in the Fund.
DREYFUS STRATEGIC MUNICIPALS, INC.
The undersigned stockholder(s) of Dreyfus Strategic Municipals, Inc.
hereby appoints Robert R. Mullery and Michael A. Rosenberg, 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 March 11, 1996 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 10:15 a.m. on Friday, May 3, 1996,
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 signed on reverse side.)
1. Election of Directors.
WITHHOLD
FOR all AUTHORITY
nominees to vote for
listed all nominees
below listed below EXCEPTIONS
/ / / / / /
Nominees are: Class II - Ehud Houminer, Robin A. Smith
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space provided
below.)
Exceptions
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 / /
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: , 1996
Signature(s)
(Please sign, date and return this proxy in the enclosed postage prepaid
envelope.)
VOTES MUST BE INDICATED (X) IN BLACK OR CLUE INK. / X /
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 the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for
proxies required to achieve a quorum.
Please note, that if you hold more than one account in the Fund, a proxy card
will be sent to you for each of your accounts. You should sign and return
each proxy card in order for all your votes to be counted.
Thank you for your interest in the Fund.
