SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
SMITH BARNEY PRINCIPAL RETURN FUND
(Name of Registrant as Specified In Its Charter)
James B. O'Connell
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(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:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to
Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of transaction:
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1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] 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:
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4) Date Filed:
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SMITH BARNEY PRINCIPAL RETURN FUND
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 13, 1995
To the Shareholders of:
SMITH BARNEY PRINCIPAL RETURN FUND
Notice is hereby given that a Special Meeting of shareholders of Smith
Barney Principal Return Fund (the "Fund"), a Massachusetts business trust,
will be held at 388 Greenwich Street, 22nd Floor, New York, New York on
March 13, 1995 commencing at 9:00 a.m., for the following purposes:
1. To elect nine (9) Trustees of the Fund (PROPOSAL 1); and
2. To transact such other business as may properly come before the Spe-
cial Meeting or any adjournments thereof.
Proposal 1 is discussed in greater detail in the attached Proxy Statement.
The close of business on January 16, 1995 has been fixed as the record
date for the determination of shareholders entitled to notice of and to
vote at the Special Meeting and any adjournments thereof.
By Order of the Board of Directors,
CHRISTINA T. SYDOR
Secretary
February 3, 1995
SHAREHOLDERS OF THE FUND WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING
ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE EN-
CLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS ARE
SET FORTH ON THE FOLLOWING PAGE. IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Fund involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the reg-
istration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of regis-
tration. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr.,
Executor
</TABLE>
SMITH BARNEY PRINCIPAL RETURN FUND
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 13, 1995
PROXY STATEMENT
This Proxy Statement is being solicited by the Board of Trustees (the
"Board") of Smith Barney Principal Return Fund (the "Fund") on behalf of
its Series, the Zeros and Appreciation Series 1996, Zeros and Appreciation
Series 1998 and Zeros Plus Emerging Growth Series 2000 (collectively the
"Series") for use at a special meeting of shareholders (the "Meeting") to
be held on March 13, 1995, or any adjournment or adjournments thereof. The
Meeting will be held at 388 Greenwich Street, New York, New York at the
time specified in the Notice of Special Meeting of Shareholders and proxy
card that accompany this Proxy Statement. Proxy solicitations will be made
primarily by mail, but proxy solicitations also may be made by telephone,
telegraph or personal interviews conducted by officers and employees of:
the Fund; Smith Barney Inc. ("Smith Barney"), the distributor of shares of
the Fund; Smith Barney Mutual Funds Management Inc. ("SBMFM") (formerly
known as Smith, Barney Advisers, Inc.), the investment adviser and admin-
istrator for the Fund; and/or The Shareholder Services Group, Inc., a sub-
sidiary of First Data Corporation ("TSSG"), the transfer agent of the
Fund. The offices of the Fund, Smith Barney and SBMFM are located at 388
Greenwich Street, New York, New York 10013 and TSSG is based in Boston,
Massachusetts. The costs of the proxy solicitation and expenses incurred
in connection with the preparation of this Proxy Statement and its enclo-
sures will be paid by the Fund. The Annual Report of the Fund, including
audited financial statements for the fiscal year ended November 30, 1994,
accompanies this proxy statement.
The Fund, through its Series, currently issues one class of shares of ben-
eficial interest ("Shares") and will, for purposes of the matters to be
considered at the Meeting, be voted as a single class. Each Share is enti-
tled to one vote, and any fractional Share is entitled to a fractional
vote. If the enclosed proxy is properly executed and returned in time to
be voted at the Meeting, the Shares represented thereby will be voted in
accordance with the instructions marked thereon. Unless instructions to
the contrary are marked on the proxy, it will be voted FOR matters listed
in the accompanying Notice of Special Meeting of Shareholders. Any share-
holder who has given a proxy has the right to revoke it at any time prior
to its exercise either by attending the Meeting and voting his or her
shares in person or by submitting a letter of revocation or a later-dated
proxy to the Fund at the above address prior to the date of the Meeting.
For purposes of determining the presence of a quorum for transacting busi-
ness at the Meeting, abstentions and broker "non-votes" (i.e., proxies
from brokers or nominees indicating that such persons have not received
instructions from the beneficial owner or other persons entitled to vote
Shares on a particular matter with respect to which the brokers or nomi-
nees do not have discretionary power) will be treated as Shares that are
present but which have not been voted. For this reason, abstentions and
broker "non-votes" will have the effect of a "no" vote for purposes of ob-
taining the requisite approval of a proposal.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve the proposals are
not received, the persons named as proxies may propose one or more ad-
journments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are the subject of the Meet-
ing, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the infor-
mation to be provided to shareholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a ma-
jority of those Shares represented at the Meeting in person or by proxy. A
shareholder vote may be taken on a proposal prior to any adjournment if
sufficient votes have been received for approval of that proposal. Under
the Fund's Master Trust Agreement, 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.
The Board has fixed the close of business on January 16, 1995 as the
record date (the "Record Date") for the determination of shareholders of
the Fund entitled to notice of and to vote at the Meeting. On the Record
Date, the following number of Shares of each Series were outstanding:
<TABLE>
<CAPTION>
NAME OF SERIES SHARES
OUTSTANDING
<S> <C>
Zeros & Appreciation Series 1996
8,611,927.491
Zeros & Appreciation Series 1998
14,223,495.645
Zeros Plus Emerging Growth Series 2000
9,255,288.690
</TABLE>
As of the Record Date, to the knowledge of the Fund and the Board, no sin-
gle shareholder or "group" (as that term is used in Section 13(d) of the
Securities Exchange Act of 1934), beneficially owned more than 5% of the
outstanding Shares of the Fund. As of the Record Date, the officers and
Board members of the Fund beneficially owned less than 1% of the Shares.
As of the Record Date, to the knowledge of the Fund, no shares of Smith
Barney or its ultimate parent corporation, The Travelers Inc. ("Travel-
ers"), were held by Board members who are not interested persons of the
Fund (as that term is used in the Investment Company Act of 1940, as
amended (the "1940 Act")).
In order that your Shares may be represented at the Meeting, you are re-
quested to:
- -- indicate your instructions on the enclosed proxy card;
- -- date and sign the proxy card;
- -- mail the proxy card promptly in the enclosed envelope, which requires
no postage if mailed in the United States; and
- -- allow sufficient time for the proxy card to be received on or before
10:00 a.m., March 12, 1995.
As a business trust formed under the laws of the Commonwealth of Massachu-
setts, the Fund is not required to hold annual shareholder meetings but
may hold special meetings as required or deemed desirable. As indicated
above, the Meeting is being called for the election of nine (9) Trustees
for the Fund.
The Board recommends an affirmative vote on Proposal 1.
PROPOSAL 1: ELECTION OF TRUSTEES
The first proposal to be considered at the Meeting is the election of nine
(9) Trustees of the Fund.
Each of the nominees currently serves as a director or trustee of other
investment companies for which Smith Barney serves as principal under-
writer or SBMFM serves as investment adviser and/or administrator. Each
Trustee has consented to serve as a Trustee of the Fund if elected at the
Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the per-
sons named therein to vote in favor of a substitute nominee or nominees.
If elected, the Trustees will hold office without limit in time except
that a Trustee may resign at any time, may elect emeritus status, if eli-
gible, and/or may be removed at any meeting of shareholders called for
that purpose by a majority of the votes entitled to be cast for the elec-
tion of Trustees. In case a vacancy shall exist for any reason, the re-
maining Trustees may fill the vacancy by appointing another Trustee. If at
any time less than a majority of the Trustees holding office have been
elected by shareholders, the Trustees then in office will call a share-
holders' meeting for the purpose of electing Trustees.
Set forth below is a list of the nominees for election to the Fund's Board
of Trustees, together with certain other information:
<TABLE>
<CAPTION>
NUMBER
OF
SHARES
AND %
BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OWNED***
AS OF
TRUSTEESHIPS** DURING THE PAST FIVE YEARS TRUSTEE SINCE JANUARY 16,
1995
<S> <C> <C>
PAUL R. ADES, age 54 1988 None
Partner in the law firm of Murov & Ades.
HERBERT BARG, age 71 1988 None
Private Investor.
ALGER B. CHAPMAN, age 63 -- None
Chairman and Chief Executive Officer of the
Chicago Board of Options Exchange.
DWIGHT B. CRANE, age 57 -- None
Professor, Graduate School of Business
Administration, Harvard University and a
Director of Peer Review Analysis, Inc.
FRANK G. HUBBARD, age 57 -- None
Corporate Vice President, Materials
Management and Marketing Services of Huls
American, Inc.
ALLAN R. JOHNSON, age 78 1988 None
Retired; formerly Chairman of Retail Division
of BATUS, Inc. and Chairman and Chief Executive
Officer of Saks Fifth Avenue, Inc.
*HEATH B. MCLENDON, age 61 1988 None
Managing Director of Smith Barney, President
of SBMFM and Chairman of Smith Barney Strategy
Advisers Inc.; prior to July 1993, Senior
Executive Vice President of Shearson Lehman
Brothers Inc., Vice Chairman of Shearson Asset
Management.
KEN MILLER, age 53 1988 None
President of Young Stuff Apparel Group Inc.
JOHN F. WHITE, age 77 1988 None
President Emeritus of The Cooper Union for
the Advancement of Science and Art; Special
Assistant to the President of the Aspen
Institute.
<FN>
* "Interested person" of the Fund, as defined in the 1940 Act, by virtue
of his position, or a relative's position, as an officer or director
of the Fund's investment adviser, distributor or one of their affili-
ates.
** Directorships, general partnerships or trusteeships of companies that
are required to report to the Securities and Exchange Commission
("SEC") other than registered investment companies.
*** For this purpose, "beneficial ownership" is defined under Section
13(d) of the Securities Exchange Act of 1934. The information as to
beneficial ownership is based upon information furnished to the Fund
by the nominees.
</TABLE>
No officer, director or employee of Smith Barney or of any parent or sub-
sidiary of Smith Barney receives any compensation from the Fund for serv-
ing as an officer or Trustee of the Fund. The Fund pays each Trustee who
is not an officer, director or employee of Smith Barney or any of its af-
filiates $4,000 per annum plus $500 per in-person meeting attended and re-
imburses each such Trustee for travel and out-of- pocket expenses. The
Fund held seven Board Meetings during the fiscal year ended November 30,
1994, four of which were regular meetings. The aggregate remuneration paid
to Trustees by the Fund for the fiscal year ended November 30, 1994
amounted to $18,184 (including reimbursement for travel and out-of-pocket
expenses).
Upon election, the annual compensation described above will be paid to the
nominees. The table below shows the compensation of the incumbent Trustees
received during the Fund's last fiscal year.
COMPENSATION TABLE
<TABLE>
<CAPTION>
NUMBER OF
PENSION OR TOTAL
COMPENSATION FUNDS FOR
AGGREGATE RETIREMENT BENEFITS FROM FUND
AND WHICH TRUSTEE
NAME OF COMPENSATION ACCRUED AS PART FUND
COMPLEX SERVES WITHIN
PERSON, POSITION FROM FUND OF FUND EXPENSES PAID TO
TRUSTEES FUND COMPLEX
<S> <C> <C> <C>
<C>
Heath B. McLendon,
Chairman of the
Board -- -- --
29
Paul R. Ades,
Trustee $5,000 -- $42,750
7
Herbert Barg,
Trustee $5,000 -- $77,850
17
Allan R. Johnson,
Trustee $5,000 -- $72,750
8
Ken Miller,
Trustee $5,000 -- $49,250
8
John F. White,
Trustee $5,000 -- $72,250
8
</TABLE>
The Board of Trustees has an Audit Committee consisting of all Trustees
who are not "interested persons" (as defined in the 1940 Act) of the Fund.
The Audit Committee reviews the scope and results of the Fund's annual
audit with the Fund's independent certified public accountants and recom-
mends the engagement of such accountants. The Audit Committee met four
times during the fiscal year ended November 30, 1994. The Fund does not
have a formal nominating committee, however, when necessary the Audit Com-
mittee performs the functions of a nominating committee. Each incumbent
Trustee attended at least 75% of the meetings of the Board and committees
of which he is a member that were held in the last fiscal year.
The principal officers of the Fund, with the exception of Mr. McLendon,
are listed in the table below. Mr. McLendon was first elected Chairman of
the Board and Investment Officer in 1988. This table shows certain addi-
tional information. Each officer of the Fund holds such office until a
successor has been elected by the Board of Trustees.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE
DURING THE PAST FIVE YEARS (YEAR FIRST
ELECTED)
<S> <C>
JESSICA M. BIBLIOWICZ, age 35 President
Executive Vice President of Smith Barney; prior to 1994, 1995
Director of Sales and Marketing for Prudential Mutual
Funds; prior to 1990, First Vice President of Asset
Management Division of Shearson Lehman Brothers Inc.
HARRY D. COHEN, age 54 Vice President
and
Managing Director of Smith Barney; prior to July 1993, Investment
Officer
Executive Vice President of Shearson Asset Management. 1988
RICHARD FREEMAN, age 41 Vice President
and
Managing Director of Smith Barney; prior to July 1993, Investment
Officer
First Executive Vice President of Shearson Asset 1991
Management.
SUSAN C. FULENWIDER, age 39 Vice President
and
Vice President of Smith Barney, prior to July 1993, Investment
Officer
First Vice President of Shearson Asset Management. 1990
CHRISTINA T. SYDOR, age 43 Secretary
Managing Director of Smith Barney; General Counsel and 1994
Secretary of SBMFM.
LEWIS E. DAIDONE, age 37 Senior Vice
President
Managing Director of Smith Barney; Director and Senior and
Treasurer
Vice President of SBMFM. 1994
</TABLE>
REQUIRED VOTE
Election of the listed nominees for Trustees of the Fund must be approved
by a plurality of the votes cast at the Meeting in person or by proxy
("Plurality Vote").
THE TRUSTEES, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS, RECOMMEND
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Fund is not generally required to hold annual or special shareholders'
meetings. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholders' meeting should send their
written proposals to the Secretary of the Fund at the address set forth on
the cover of this proxy statement. Shareholder proposals for inclusion in
the Fund's proxy statement for any subsequent meeting must be received by
the Fund a reasonable period of time prior to any such meeting.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Fund's outstanding voting securi-
ties (as defined in the 1940 Act) may require the calling of a meeting of
shareholders for the purpose of voting on the removal of any Board member
of the Fund. Meetings of shareholders for any other purpose also shall be
called by the Board members when requested in writing by shareholders
holding at least 10% of the Shares then outstanding or, if the Board mem-
bers shall fail to call or give notice of any meeting of shareholders for
a period of 30 days after such application, shareholders holding at least
10% of the Shares then outstanding may call and give notice of such meet-
ing.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at the Meeting,
nor is it aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Meeting, the persons named
in the accompanying proxy card will vote thereon in accordance with their
judgment.
February 3, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .
. . . . . . . . . . . . . .
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSAL.
Please refer to the Proxy Statement for a discussion of the Proposal.
1. ELECTION OF DIRECTORS * FOR all
nominees listed * WITHHOLD AUTHORITY
Paul R. Ades, Herbert Barg, Alger B. Chapman, Dwight B. Crane,
(except as marked to to vote for all nominees listed
Frank G. Hubbard, Allan R. Johnson, Heath B. McLendon,
the contrary below)
Ken Miller, John F. White
(Instruction: To withhold authority to vote for any individual,
write his name on the line provided below.)
_____________________________________________________________________
__
SMITH BARNEY PRINCIPAL RETURN FUND PROXY SOLICITED
BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor and
Robert Vegliante, and each of them, attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent
the undersigned and to vote on behalf of the undersigned all shares of
Smith Barney Principal Return Fund which the undersigned is entitled to
vote at a Special Meeting of Shareholders of the Fund to be held at the
offices of the Fund, 388 Greenwich Street, New York, New York, on March
13,1995 at 9:00 a.m., and any adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Meeting and Proxy Statement,
and hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
NOTE:
Please sign exactly as your name appears on this Proxy.
If joint owners,
EITHER may sign this Proxy. When signing as
attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full
title.
Date , 1995
Signature(s)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
PRTN.14PGS.DOC
prtn/14pgs.doc
