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 MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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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
12, 2000 at 10:00 a.m., for the following purposes:
1. To elect 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 13, 2000 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
Assistant Secretary
New York, New York
March 24, 2000
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS OR HER 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
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 12, 2000
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of each of Dreyfus Strategic Municipal Bond Fund, Inc.
(" DSMB" ) and Dreyfus Strategic Municipals, Inc. ("DSM") (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 12, 2000 at 10:00 a.m., at the offices of
The Dreyfus Corporation ("Dreyfus"), 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 13, 2000 are entitled to be present and to vote at the meeting.
Stockholders are entitled to one vote for each Fund share held and fractional
votes for each fractional Fund share held. Stockholders can vote only on matters
affecting the Fund(s) in which they hold shares. If a proposal is approved by
stockholders of one Fund and disapproved by stockholders of the other Fund, the
proposal will be implemented only for the Fund that approved the proposal.
Therefore, it is essential that stockholders who own shares in both Funds
complete, date, sign and return each proxy card they receive. 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 March 13, 2000, the Funds had outstanding the following
number of shares:
<TABLE>
COMMON STOCK AUCTION PREFERRED STOCK
NAME OF FUND OUTSTANDING OUTSTANDING
<S> <C> <C> <C>
DSMB 47,783,925 7,440
DSM 58,549,216 11,400
</TABLE>
It is estimated that proxy materials will be mailed to stockholders of
record on or about April 3, 2000. 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.
A quorum is constituted by the presence in person or by proxy of the holders
of a majority of the outstanding shares of the Fund entitled to vote at the
meeting. If a proposal is to be voted upon by only one class of a Fund's shares,
a quorum of that class of shares (the holders of a majority of the outstanding
shares of the class) must be present in person or by proxy at the meeting in
order for the proposal to be considered. Each Fund has two classes of capital
stock: Common Stock, par value $0.001 per share (the "Common Stock"), and
Auction Preferred Stock, par value $0.001 per share, liquidation preference
$25,000 per share (the "APS"). The APS is further divided into Series A, Series
B and Series C for DSMB and Series M, Series T, Series W, Series TH and Series F
for DSM. Currently, no proposal is expected to be presented at the meeting that
would require separate voting for each Series of APS.
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 DSMB, Messrs.
Carter, DiMartino and Leone are to be elected as Class I Directors to serve for
a three-year term. With respect to DSM, Messrs. Burke, Mautner and Zuccotti are
to be elected as Class III Directors to serve for a three-year term. Messrs.
Burke, Mautner and Zuccotti also are continuing Class III Directors of DSMB and
Messrs. Carter, DiMartino and Leone also are continuing Class I Directors of
DSM. Each Nominee has consented to being named in this proxy statement and has
agreed to continue 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. Unless otherwise indicated, information
set forth herein applies to both Funds.
Under the terms of each Fund' s Charter, holders of the APS voting as a
single class are entitled, to the exclusion of holders of the Common Stock, to
elect two Directors. One such Director, Mr. John E. Zuccotti, currently is a
Nominee for election as a Class III Director for APS holders of DSM. He also is
currently one of the Directors of DSMB designated for holders of DSMB's APS as a
Class III Director whose term expires in two years. The other Director
designated for holders of APS, Ms. Robin A. Pringle, is a Class II Director for
each of DSMB and DSM, whose term expires in one year and two years,
respectively, for such funds.
Voting with regard to this Proposal 1 will be as follows: for DSMB, holders
of Common Stock and APS will vote together as a single class with respect to the
election of each Class I Director; for DSM, holders of Common Stock and APS will
vote together as a single class with respect to the election of Class III
Directors Messrs. Burke and Mautner, but APS holders will vote separately, to
the exclusion of holders of the Common Stock, with respect to the election of
Class III Director Mr. Zuccotti, who is nominated to represent the APS of DSM.
<PAGE 2>
<TABLE>
NAME OF NOMINEE, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR FOR TERM
PAST FIVE YEARS AGE SINCE EXPIRING
<S> <C> <C> <C>
HODDING CARTER, III--CLASS I DIRECTOR OF DSMB ONLY 64 1989 2003
President and Chief Executive Officer of the John S. and James L. Knight
Foundation. From 1985 to 1998, he was President and Chairman of MainStreet, a
television production company. From 1995 to 1998, he was Knight Professor in
Journalism at the University of Maryland. From 1980 to 1991 he was " OpEd"
Columnist for The Wall Street Journal. From 1985 to 1986, he was anchor 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, he served as Assistant
Secretary of State for Public Affairs and as Department of State spokesman. His
address is Knight Foundation, 2 South Biscayne Boulevard, Suite 3800, Miami,
Florida 33131.
JOSEPH S. DIMARTINO--CLASS I DIRECTOR OF DSMB ONLY 56 1995 2003
Since January 1995, Chairman of the Board of various funds in the Dreyfus Family
of Funds. He also is a director of The Muscular Dystrophy Association,
HealthPlan Services Corporation, a provider of marketing, administrative and
risk management services to health and other benefit programs, Carlyle
Industries, Inc. (formerly, Belding Heminway Company, Inc.), a button packager
and distributor, Century Business Services, Inc. (formerly, International
Alliance Services, Inc.) , a provider of various outsourcing functions for small
and medium size companies, and QuikCAT.com, Inc., a private company engaged in
the development of high speed movement, routine storage and encryption of data
across cable, wireless and all other modes of data transport. For more than five
years prior to January 1995, 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 1994 until December 31, 1994 h was a director of Mellon Financial
Corporation. His address is 200 Park Avenue, New York, New York 10166.
<PAGE 3>
NAME OF NOMINEE, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR FOR TERM
PAST FIVE YEARS AGE SINCE EXPIRING
RICHARD C. LEONE -- CLASS I DIRECTOR OF DSMB ONLY 59 1989 2003
President of The Century Foundation (formerly, The Twentieth Century Fund,
Inc.) , a tax exempt research foundation engaged in the studies of economic,
foreign policy and domestic issues. He is also a director of Dynex, Inc. From
April 1990 to March 1994, he was Chairman of, and from April 1988 to March 1994,
he was a Commissioner of, The Port Authority of New York and New Jersey. From
January 1986 to January 1989, he was Managing Director of Dillon, Read & Co.,
Inc. His address is 41 East 70th Street, New York, New York 10021.
DAVID W. BURKE -- CLASS III DIRECTOR OF DSM ONLY 62 1994 2003
Board member of various funds in the Dreyfus Family of Funds. Chairman of the
Broadcasting Board of Governors, an independent board within the United States
Information Agency from August 1994 to November 1998. From August 1994 to
December 1994, he was a consultant to Dreyfus, and from October 1990 to August
1994, he was Vice President and Chief Administrative Officer of Dreyfus. From
1977 to 1990, he 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. His address is Box 654, Eastham, Massachusetts 02642.
HANS C. MAUTNER -- CLASS III DIRECTOR OF DSM ONLY 62 1989 2003
Vice Chairman and a Director of Simon Property Group, Inc., a real estate
investment company, and a Trustee of Cornerstone Properties, Inc. From 1977 to
1998, he was Chairman, Trustee and Chief Executive Officer of Corporate Property
Investors, which merged into Simon Property Group, Inc. in September 1998. His
address is 33 St. James's Square, London SW 1Y 4JS, England.
<PAGE 4>
NAME OF NOMINEE, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR FOR TERM
PAST FIVE YEARS AGE SINCE EXPIRING
*JOHN E. ZUCCOTTI -- CLASS III DIRECTOR OF DSM ONLY. 62 1989 2003
(APS DESIGNEE) Since November 1996, Chairman of Brookfield Financial
Properties, Inc. From 1990 to November 1996, he was the President and Chief
Executive Officer of Olympia & York Companies (U.S.A.) and has been a member of
its Board of Directors since the inception of the company's Board in November
1996. From 1978 to 1986, he was a partner in the law firm of Tufo & Zuccotti. He
was 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. He has been a director or trustee of many corporate and not-for-profit
companies. He also is Vice-Chairman of Brookfield Properties Corporation
headquartered in Toronto, Canada (parent company of Brookfield Financial
Properties) . Mr. Zuccotti also serves as a director of Applied Graphics
Technologies, Inc. His address is One Liberty Plaza, New York, New York 10006.
</TABLE>
<PAGE 5>
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
Board member for any reason, but if that should occur prior to the meeting, the
proxyholders 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" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act" )) 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 the 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 each Fund, which position is held by
Joseph S. DiMartino, receives an additional 25% in annual retainer and per
meeting fees. Emeritus Directors are entitled to receive an annual retainer and
per meeting fee of one-half the amount paid to them as Board members. The Funds
had no Emeritus Directors as of the date of this proxy statement. For each
Fund' s most recent fiscal year, the number of Board meetings held and aggregate
amount of compensation paid to each continuing Director who is not a Nominee by
the Fund and by all funds in the Dreyfus Family of Funds for which such person
is a Board member are set forth on Exhibit A. Certain information concerning
each Fund' s officers is also 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.
The aggregate amount of compensation paid to each Nominee by DSMB for its
fiscal year ended November 30, 1999, and by DSM for its fiscal year ended
September 30, 1999, and the aggregate amount of compensation paid to each such
Nominee by all funds in the Dreyfus Family of Funds for which such Nominee was a
Board member (the number of which is set forth in parenthesis next to each
Nominee' s total compensation) * for the year ended December 31, 1999, was as
follows:
<PAGE>
<TABLE>
TOTAL
COMPENSATION
FROM EACH FUND AND
AGGREGATE FUND COMPLEX
NAME OF COMPENSATION PAID TO
NOMINEE AND FUND FROM EACH FUND** NOMINEE
<S> <C> <C>
David W. Burke $228,500 (62)
DSMB $5,500
DSM $7,500
Hodding Carter $39,500 (71)
DSMB $6,000
DSM $7,000
Joseph S. DiMartino $642,177 (189)
DSMB $7,500
DSM $9,375
Richard Leone $39,500 (7)
DSMB $6,000
DSM $7,500
Hans C. Mautner $36,000 (7)
DSMB $5,000
DSM $6,500
John E. Zuccotti $39,000 (7)
DSMB $5,000
DSM $7,500
- ------------------------------------
*Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the Nominee serves
as a Board member.
**Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,478 for DSM and $5,447 for DSMB for all Directors as a
group.
</TABLE>
<PAGE 6>
For each Fund or class of shares thereof, if applicable, election of each of
the Nominees requires the affirmative vote of a plurality of the votes cast at
the Fund's meeting.
PROPOSAL 2. RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS
The 1940 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
1940 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. Common Stockholders and
APS holders will vote together as a single class for purposes of this Proposal
2. Each Fund' s Board, including a majority of those Directors who are not
" interested persons" of the Fund, approved the selection of Ernst & Young LLP
for such Fund's current fiscal year at a Board meeting held on October 18, 1999.
Accordingly, the selection by each Fund' s Board of Ernst & Young LLP 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 Ernst & Young LLP nor any of its partners has a
direct, or material indirect, financial interest in either Fund or Dreyfus.
Ernst & Young LLP, a major international independent accounting firm, has
acted as auditors of each Fund since the Fund's organization. Each Fund's Board
believes that the continued employment of the services of Ernst & Young LLP for
the current fiscal year would be in the best interests of the Fund.
A representative of Ernst & Young LLP is expected to be present at the
meeting, 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 ERNST &
YOUNG LLP AS INDEPENDENT AUDITORS OF THE FUND.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, it 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. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue.
Neither Fund's Board is aware of any other matter which may come before the
meeting. However, should any such matter 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 matter.
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 the Fund's next Annual Meeting of Stockholders must be sent in writing and
received by the Fund no later than October 30, 2000 at the principal executive
offices of the Fund at 200 Park Avenue, New York, New York 10166, Attention:
General Counsel.
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the
Funds' investment adviser.
<PAGE 7>
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, New
York 10286, 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, Massachusetts 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 ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: March 24, 2000
<PAGE 8>
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Directors who are
not Nominees for election at this meeting.
<TABLE>
BOARD MEMBERS
NAME OF CONTINUING DIRECTOR, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR YEAR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
<S> <C> <C> <C>
EHUD HOUMINER 59 DSMB -- 1994 2002
DSM -- 1994
Since July 1991, Professor and Executive-in-Residence at the Columbia Business
School, Columbia University. Since January 1996, Principal of Lear, Yavitz, and
Associates, a management consultant firm. He also is a director of Avnet Inc.
and SuperSol, Inc. His address is c/o Columbia Business School, Columbia
University, Uris Hall, Room 526, New York, New York 10027.
ROBIN A. PRINGLE 36 DSMB -- 1995 2002
DSM -- 1995
(APS DESIGNEE) Vice President of The National Mentoring Partnership (formerly
the One to One Partnership) since February 1999 and President of the Boisi
Family Foundation since March 1996, a private family foundation located in New
York City devoted to youths and higher education. Also, Assistant to the Chief
Executive Officer of The Beacon Group, LLC, a private equity firm and advisory
partnership. 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. Her address is 621 South Plymouth Court, Chicago,
Illinois 60605.
</TABLE>
<PAGE A-1>
PERTAINING TO THE BOARD OF EACH FUND
* Number of Board and committee meetings held during the
last fiscal year: DSMB-7 and DSM-6
* 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:
Hodding Carter, III and Hans C. Mautner
The aggregate amount of compensation paid to each continuing Director by
DSMB for its fiscal year ended November 30, 1999, and by DSM for its fiscal year
ended September 30, 1999, and the aggregate amount of compensation paid to each
such Director by all funds in the Dreyfus Family of Funds for which such
Director was a Board member (the number of which is set forth in parenthesis
next to each Director' s total compensation)* for the year ended December 31,
1999, was as follows:
<TABLE>
TOTAL
COMPENSATION
FROM EACH FUND AND
AGGREGATE FUND COMPLEX
NAME OF COMPENSATION PAID TO
DIRECTOR AND FUND FROM EACH FUND** NOMINEE
<S> <C> <C>
Ehud Houminer 61,000 (21)
DSMB $6,000
DSM $7,500
Robin A. Pringle 36,500 (7)
DSMB $5,500
DSM $7,000
- ------------------------------------
*Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the Director
serves as a Board member.
**Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,478 for DSM and $5,447 for DSMB for all Directors as a
group.
</TABLE>
<PAGE 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>
STEPHEN E. CANTER
President 54 President, Chief Operating
Officer, Chief Investment Officer
and a director of Dreyfus, and an
officer of other investment companies
advised and administered by Dreyfus.
Mr. Canter also is a Director or
an Executive Committee Member of
the other investment management
subsidiaries of Mellon Financial
Corporation, each of which is an
affiliate of Dreyfus.
A. PAUL DISDIER
Executive Vice President 44 Senior Portfolio Manager -- Tax
Exempt Funds of Dreyfus, and an officer
of other investment companies advised
and administered by Dreyfus.
MARK N. JACOBS
Vice President 53 Vice President, General Counsel and Secretary
of Dreyfus, and an officer of other
investment companies advised and
administered by Dreyfus.
JOSEPH CONNOLLY
Vice President and Treasurer 42 Director -- Mutual Fund Accounting of
Dreyfus, and an officer of other investment
companies advised and administered by Dreyfus.
JOHN B. HAMMALIAN
Secretary 36 Associate General Counsel of Dreyfus, and
an officer of other investment companies advised
and administered by Dreyfus.
STEVEN F. NEWMAN
Assistant Secretary 50 Associate General Counsel of Dreyfus, and an
officer of other investment companies advised and
administered by Dreyfus.
MICHAEL A. ROSENBERG
Assistant Secretary 40 Associate General Counsel of Dreyfus, and
an officer of other investment companies advised
and administered by Dreyfus.
GREGORY S. GRUBER
Assistant Treasurer 40 Senior Accounting Manager -- Municipal Bond
Funds of Dreyfus, and an officer of other investment
Companies advised and administered by Dreyfus.
</TABLE>
The address of each officer of the Funds is 200 Park Avenue, New York, New York
10166.
<PAGE A-3>
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 votes to be counted.
Thank you for your interest in the Fund.
DREYFUS STRATEGIC MUNICIPALS, INC.
COMMON STOCK HOLDERS
The undersigned stockholder of Dreyfus Strategic Municipals, Inc. (the "Fund")
hereby appoints Robert R. Mullery and Emile R. Molineaux, 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 the Fund standing in the name of
the undersigned at the close of business on March 13, 2000 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 12, 2000; 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.
................................................................................
Please mark Boxes in blue or black ink.
1. Election of Directors
_ FOR ALL Nominees
_ WITHHOLD Authority For All Nominees
_ WITHHOLD authority only for those Nominee(s) whose name(s) I have written
below
Nominees are: Class III - David W. Burke and Hans C. Mautner
- --------------------------------------------------------------------------------
2. To ratify the selection of Ernst & Young LLP as 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.
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:_____________________, 2000
___________________________________ Signature(s)
___________________________________ Signature(s)
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 votes to be counted.
Thank you for your interest in the Fund.
DREYFUS STRATEGIC MUNICIPALS, INC.
AUCTION PREFFERED STOCK HOLDERS
The undersigned stockholder of Dreyfus Strategic Municipals, Inc. (the "Fund")
hereby appoints Robert R. Mullery and Emile R. Molineaux, 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 the Fund standing in the name of
the undersigned at the close of business on March 13, 2000 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 12, 2000; 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.
................................................................................
FOLD AND DETACH HERE
Please mark Boxes in blue or black ink.
4. Election of Directors
_ FOR ALL Nominees
_ WITHHOLD Authority For All Nominees
_ WITHHOLD authority only for those Nominee(s) whose name(s) I have written
below
Nominees are: Class III - David W. Burke, Hans C. Mautner and John E. Zuccotti
- ------------------------------------------------------------------------------
5. To ratify the selection of Ernst & Young LLP as the Fund's independent
auditors.
_ FOR
_ AGAINST
_ ABSTAIN
6. 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.
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:_____________________, 2000
___________________________________ Signature(s)
___________________________________ Signature(s)
Sign, Date and return the Proxy Card Promptly using the Enclosed Envelope
