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.
__________________________________________________
(Name of Registrant as Specified in Its Charter
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
_________________________________________________
(Name of Person(s) Filing Proxy Statement)
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
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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
14, 1999 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 18, 1999 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
Stephanie D. Pierce
Assistant Secretary
New York, New York
March 25, 1999
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.
<PAGE>
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
COMBINED PROXY STATEMENT
------------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 14, 1999
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 14, 1999 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 18, 1999 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) 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 March 18, 1999, the Funds had outstanding the following
number of shares:
NAME OF FUND SHARES OUTSTANDING
DSMB 47,723,465
DSM 58,549,216
It is estimated that proxy materials will be mailed to stockholders of
record on or about April 9, 1999. 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 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.
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.
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 DSM, Mr. Houminer and Ms. Pringle, 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. Mr. Houminer and Ms. Pringle
also are continuing Class II Directors of DSMB and Messrs. Burke, Mautner and
Zuccotti also are continuing Class III Directors 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.
Unless otherwise indicated, information set forth herein applies to both Funds.
<PAGE>
<TABLE>
NAME OF NOMINEE, PRINCIPAL OCCUPATION
AND BUSINESS EXPERIENCE FOR DIRECTOR YEAR TERM
PAST FIVE YEARS AGE SINCE WOULD EXPIRE
<S> <C> <C> <C>
DAVID W. BURKE -- CLASS III DIRECTOR OF DSMB ONLY. 62 1994 2002
Chairman of the Broadcasting Board of Governors, an
independent board within the United States Information Agency, since August
1995. 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, 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. His address is Box 654,
Eastham, Massachusetts 02642.
HANS C. MAUTNER -- CLASS III DIRECTOR OF DSMB ONLY. 61 1989 2002
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 Chairman, Trustee and Chief Executive Officer
of Corporate Property Investors, which merged into Simon Property Group, Inc. in
September 1998. Since January 1986, a Director of Julius Baer Investment
Management, Inc., a wholly-owned subsidiary of Julius Baer Securities, Inc. His
address is 305 East 47th Street, New York, New York 10017.
JOHN E. ZUCCOTTI -- CLASS III DIRECTOR OF DSMB ONLY. 61 1989 2002
Since November 1996, Chairman and Chief Executive Officer of World Financial
Properties, Inc. Mr. Zuccotti is also a Director of Starrett Housing
Corporation, a real estate properties construction, development and management
corporation, and Capstone Pharmacy Services, Inc. From 1990 to November 1996, he
was President and Chief Executive Officer of Olympia & York Companies (U.S.A.)
and a member of its Board of Directors since the inception of the 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. 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. His address is One Liberty Plaza, New York, New York 10006.
2
<PAGE>
NAME OF NOMINEE, PRINCIPAL OCCUPATION
AND BUSINESS EXPERIENCE FOR DIRECTOR YEAR TERM
PAST FIVE YEARS AGE SINCE WOULD EXPIRE
EHUD HOUMINER -- CLASS II DIRECTOR OF DSM ONLY. 58 1994 2002
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 -- CLASS II DIRECTOR OF DSM ONLY. 35 1995 2002
Since March 1996, President of the Boisi Family Foundation, 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
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. As of March 12, 1999,
Richard C. Leone, a continuing Director of DSM, 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 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. 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 that were held and aggregate amount of
compensation received by each continuing Director who is not a Nominee 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. 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.
</TABLE>
3
<PAGE>
The aggregate amount of compensation paid to each Nominee by DSMB for its
fiscal year ended November 30, 1998, and by DSM for its fiscal year ended
September 30, 1998, 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, 1998, was as
follows:
<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 $233,500 (62)
DSMB $6,000
DSM $7,500
Ehud Houminer $62,250 (21)
DSMB $6,000
DSM $7,500
Hans C. Mautner $29,500 (7)
DSMB $4,500
DSM $6,500
Robin A. Pringle $38,500 (7)
DSMB $5,500
DSM $7,000
John E. Zuccotti $32,500 (7)
DSMB $5,000
DSM $7,000
- ------------------------------------
</TABLE>
*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 $1,105 for DSM and $1,098 for DSMB for all Directors as a
group.
For each Fund, 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. 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 January 25, 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 Funds' 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.
4
<PAGE>
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. 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, 1999 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. Diane P. Durnin was elected Vice President-Product
Development of Dreyfus as of March 1, 1999. Martin G. McGuinn became a director
of Dreyfus as of January 1, 1999. Theodore A. Schachar was elected Vice
President-Tax of Dreyfus as of October 28, 1998. William H. Maresca was elected
Controller of Dreyfus as of September 10, 1998. Richard Terres was elected Vice
President of Dreyfus as of September 1, 1998. Wendy Strutt was elected Vice
President of Dreyfus as of September 1, 1998. Margaret W. Chambers was elected
Vice President and Secretary of the Funds as of June 15, 1998. Stephanie D.
Pierce was elected Vice President and Assistant Treasurer of the Funds as of
June 15, 1998. George A. Rio was elected Vice President and Assistant Treasurer
of the Funds as of June 15, 1998. None of the above had any ownership of, or
engaged in any transaction with respect to, the Funds' shares at the time they
assumed their positions. Each of the above filed a Form 3 pursuant to Section
16(a) of the Securities Exchange Act of 1934. Ms. Durnin filed a Form 3 on March
17, 1999. Mr. McGuinn filed a Form 3 on January 11, 1999. Mr. Schachar filed a
Form 3 on November 13, 1998. Messrs. Maresca and Terres and Ms. Strutt each
filed a Form 3 on September 22, 1998. Meadames Chambers and Pierce and Mr. Rio
each filed a Form 3 on July 22, 1998.
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 25, 1999
5
<PAGE>
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Directors.
BOARD MEMBERS
<TABLE>
NAME OF CONTINUING DIRECTOR, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR YEAR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
<S> <C> <C> <C>
HODDING CARTER, III 64 DSMB--1989 2000
Since February 1998, President and Chief Executive DSM--1989 2001
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, Knight Professor of Public Affairs 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 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. His address is Knight Foundation, 1 South
Biscayne Boulevard, Suite 3800, Miami, Florida 33131.
JOSEPH S. DIMARTINO 55 DSMB--1995 2000
CHAIRMAN OF THE BOARD Since January 1995, Chairman of DSM--1995 2001
the Board of various funds in the Dreyfus Family of Funds. He is a director
of The Noel Group, Inc., a venture Capital Company (for which, from February
1995 until November 1997, he was Chairman of the Board), 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 Career Blazers Inc. (formerly,
Staffing Resources, Inc.) , a temporary placement agency. 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, he was a director of Mellon Bank
Corporation. His address is 200 Park Avenue, New York, New York 10166.
A-1
<PAGE>
NAME OF CONTINUING DIRECTOR, PRINCIPAL
OCCUPATION AND BUSINESS EXPERIENCE FOR DIRECTOR YEAR TERM
PAST FIVE YEARS AGE SINCE EXPIRES
RICHARD C. LEONE 58 DSMB--1989 2000
President of The Century Foundation, (formerly, The DSM--1989 2001
Twentieth Century Fund, Inc.), a tax exempt research foundation engaged in
the studies of economic, foreign policy and domestic issues. Mr. Leone is also a
director of Dynex, Inc. 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. From January 1986 to January 1989, Managing Director of Dillon, Read &
Co., Inc. His address is 41 East 70th Street, New York, New York 10021.
Mr. Houminer and Ms. Pringle are continuing Class II Directors of DSMB and
Messrs. Burke, Mautner and Zuccotti are continuing Class III Directors of DSM.
A-2
</TABLE>
<PAGE>
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, 1998 and by DSM for its fiscal year
ended September 30, 1998 and by all funds in the Dreyfus Family of Funds for
which such continuing 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, 1998, was as follows:
<TABLE>
TOTAL
COMPENSATION
FROM EACH FUND AND
AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND FROM EACH FUND** CONTINUING DIRECTOR
<S> <C> <C>
Hodding Carter, III $32,500 (7)
DSMB $4,500
DSM $6,000
Joseph S. DiMartino $619,660 (187)
DSMB $7,500
DSM $9,375
Richard C. Leone $35,500 (7)
DSMB $5,500
DSM $7,000
</TABLE>
- ----------------------
* Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the continuing
Director serves as a Board member.
**Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $1,105 for DSM and $1,098 for DSMB for all Directors as a
group.
A-3
<PAGE>
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 41 President, Chief Executive
Officer, Chief Compliance Officer and a Director of Premier Mutual Fund
Services, Inc. ("Premier"), and Funds Distributor, Inc., the ultimate parent of
which is Boston Institutional Group, Inc., and an officer of other investment
companies advised or administered by Dreyfus.
MARGARET W. CHAMBERS
Vice President and Secretary 38 Senior Vice President and
General Counsel of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. From August 1996 to March 1998,
she was Vice President and Assistant General Counsel for Loomis, Sayles &
Company, L.P. From January 1986 to July 1996, she was an associate with the law
firm of Ropes & Gray.
STEPHANIE D. PIERCE
Vice President, Assistant Secretary 30 Vice President and Client
Development
and Assistant TreasurerManager of Funds Distributor,
Inc., and an officer of other investment companies advised or administered by
Dreyfus. From April 1997 to March 1998, she was employed as a Relationship
Manager with Citibank, N.A. From August 1995 to April 1997, she was an Assistant
Vice President with Hudson Valley Bank, and from September 1990 to August 1995,
she was Second Vice President with Chase Manhattan Bank.
MARY A. NELSON
Vice President and Assistant Treasurer 34 Vice President of Premier and
Funds Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From September 1989 to July 1994, she was an Assistant
Vice President and Client Manager for The Boston Company, Inc.
A-4
<PAGE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
GEORGE A. RIO
Vice President and Assistant Treasurer 43 Executive Vice President and
Client Service Director of Funds Distributor, Inc., and an officer of other
investment companies advised or administered by Dreyfus. From June 1995 to March
1998, he was Senior Vice President and Senior Key Account Manager for Putnam
Mutual Funds. From May 1994 to June 1995, he was Director of Business
Development for First Data Corporation. From September 1983 to May 1994, he was
Senior Vice President and Manager of Client Services and Director of Internal
Audit at The Boston Company, Inc.
JOSEPH F. TOWER, III
Vice President and Assistant Treasurer 36 Senior Vice President,
Treasurer, Chief Financial Officer and a director of Premier and Funds
Distributor, Inc., 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.
DOUGLAS C. CONROY
Vice President and Assistant Secretary 30 Assistant Vice President of
Funds Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From April 1993 to January 1995, he was a Senior Fund
Accountant for Investors Bank & Trust Company.
CHRISTOPHER J. KELLEY
Vice President and Assistant Secretary 34 Vice President and Senior
Associate General Counsel of Premier and Funds Distributor, Inc., and an officer
of other investment companies advised or administered by Dreyfus. From April
1994 to July 1996, he was Assistant Counsel at Forum Financial Group. From
October 1992 to March 1994, he was employed by Putnam Investments in legal and
compliance capacities.
A-5
<PAGE>
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS AGE EXPERIENCE FOR PAST FIVE YEARS
KATHLEEN K. MORRISSEY
Vice President and Assistant Secretary 26 Vice President and Assistant
Secretary of Funds Distributor, Inc., and an officer of other investment
companies advised or administered by Dreyfus. From July 1994 to November 1995,
she was a Fund Accountant for Investors Bank & Trust Company.
ELBA VASQUEZ
Vice President and Assistant Secretary 37 Assistant Vice President of
Funds Distributor, Inc., and an officer of other investment companies advised or
administered by Dreyfus. From March 1990 to May 1996, she was employed by U.S.
Trust Company of New York where she held various sales and marketing positions.
The address of each officer of the Funds is 200 Park Avenue, New York, New
York 10166.
</TABLE>
A-6
<PAGE>
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 MUNICIPAL BOND FUND, INC.
The undersigned stockholder of Dreyfus Strategic Municipal Bond Fund,
Inc. (the "Fund") 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 the
Fund standing in the name of the undersigned at the close of business on March
18, 1999 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 11:00 a.m. on Friday, May 14, 1999 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 _ WITHHOLD authority only _ WITHHOLD
Nominees for those Nominee(s) authority for
whose name(s) I have ALL Nominees
written below
Nominees are: Class III - David W. Burke, Hans C. Mautner and John E.
Zuccotti
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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:_____________________, 1999
___________________________________
Signature(s)
___________________________________
Signature(s)
Sign, Date and return the Proxy
Card Promptly using the
Enclosed Envelope
