<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
Seligman Select Municipal Fund, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] 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:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
SELIGMAN SELECT MUNICIPAL FUND, INC.
100 Park Avenue, New York, New York 10017
New York City Telephone (212) 850-1864
Toll-Free Telephone (800) 221-2450--continental United States, including New
York State
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 15, 1997
To the Stockholders:
The seventh Annual Meeting of Stockholders (the "Meeting") of Seligman Se-
lect Municipal Fund, Inc., a Maryland corporation (the "Corporation"), will be
held at the World Trade Center, Commonwealth Pier, 164 Northern Avenue, Bos-
ton, Massachusetts 02210 on May 15, 1997 at 9:00 A.M., for the following pur-
poses:
(1) To elect six Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Corporation for 1997; and
(3) To transact any other business that may lawfully come before the
Meeting or any adjournment thereof;
all as set forth in the Proxy Statement accompanying this Notice.
The minute book of the Corporation will be available at the Meeting for in-
spection by Stockholders.
The close of business on March 20, 1997 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof.
By order of the Board of Directors,
/s/ Frank J. Nasta
Secretary
Dated: New York, New York, April 16, 1997
------------
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND
SIGN IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH IS ADDRESSED FOR YOUR
CONVENIENCE AND NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO
AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK YOUR COOPERATION
IN MAILING YOUR PROXY PROMPTLY. A PROXY WILL NOT BE REQUIRED FOR ADMISSION TO
THE MEETING.
<PAGE>
April 16, 1997
SELIGMAN SELECT MUNICIPAL FUND, INC.
100 PARK AVENUE, NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 1997
This Proxy Statement is furnished to you in connection with the solicitation
of Proxies by the Board of Directors of Seligman Select Municipal Fund, Inc.
(the "Corporation") to be used at the seventh Annual Meeting of Stockholders
(the "Meeting") to be held in Boston, Massachusetts on May 15, 1997.
If the accompanying form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting. If you give instructions, your
shares will be voted in accordance with your instructions. If you give no in-
structions and return your signed Proxy, your shares will be voted (i) for the
election of each of the nominees for Director, (ii) for the ratification of
the selection of auditors and, at the discretion of the Proxy holders, on any
other matter which may properly have come before the Meeting or any adjourn-
ment thereof. You may revoke your Proxy or change it by written notice to the
Corporation (Attention: The Secretary) or by notice at the Meeting at any time
prior to the time it is voted.
The close of business on March 20, 1997 has been fixed as the record date
for the determination of Stockholders entitled to notice of, and to vote at,
the Meeting or any adjournment thereof. On that date, the Corporation had out-
standing 375 preferred shares, Series A and 375 preferred shares, Series B
(together, the "Preferred Shares"), and 13,125,090 shares of common stock, par
value $0.01 per share (the "Common Shares"), each such Preferred Share and
Common Share outstanding on the record date being entitled to one vote. For
all matters to be voted upon, an abstention or broker non-vote will not be
considered a vote cast.
The Corporation's investment advisor is J. & W. Seligman & Co. Incorporated
(the "Manager"). The Corporation's shareholder service agent is Seligman Data
Corp. The address of each of these entities is 100 Park Avenue, New York, NY
10017. The Corporation will furnish, without charge, a copy of its most recent
annual report to any shareholder upon request to Seligman Data Corp. at 1-800-
221-2450.
2
<PAGE>
It is expected that the Notice of Annual Meeting, Proxy Statement and form
of Proxy will first be mailed to Stockholders on or about April 16, 1997.
A. ELECTION OF DIRECTORS
(Proposal 1)
The Board of Directors is presently comprised of twelve Directors. The Board
is divided into three classes, and the members of each class hold office for a
term of three years unless elected in the interim. The term of one class ex-
pires in each year.
At the Meeting this year, six directors are to be elected. General John R.
Galvin and Messrs. William C. Morris, James Q. Riordan and Robert L. Shafer,
each of whose term will expire at the 1997 Annual Meeting, have each been rec-
ommended by the Director Nominating Committee of the Board of Directors of the
Corporation for election to the class whose term will expire in 2000. Messrs.
Richard R. Schmaltz and Brian T. Zino have each been recommended by the Direc-
tor Nominating Committee for election to the class whose term will expire in
1998.
The Board of Directors previously had thirteen members. On March 20, 1997,
Mr. Fred E. Brown retired and the Board of Directors authorized a reduction in
the number of members of the Board to twelve. Additionally, Mr. Ronald T.
Schroeder has elected to retire at the 1997 Annual Meeting. In order to main-
tain three equal classes of Directors, Messrs. Schmaltz and Zino are standing
for election for one year terms. Mr. Zino has elected to resign immediately
preceding the Annual Meeting from the class whose term expires in 1999 and
stand for election to the class whose term will expire in 1998. Each of these
six nominees seek election by the holders of the Preferred Shares and Common
Shares, voting together as a single class.
It is the intention of the persons named in the accompanying form of Proxy
to nominate and to vote such Proxy on behalf of the holders of the Common
Shares and Preferred Shares for the election of General Galvin and Messrs.
Morris, Riordan, Schmaltz, Shafer and Zino, each designated as both Common and
Preferred Directors.
Each nominee has agreed to serve if elected. There is no reason to believe
that any of the nominees will become unavailable for election as a Director of
the Corporation, but if that should occur before the Meeting, Proxies will be
voted for the persons the Board of Directors recommends.
Background information, including the period for which each has served as
Director, for General Galvin and Messrs. Morris, Riordan, Schmaltz, Shafer and
Zino, as well as the other Directors of the Corporation, follows.
3
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
SECURITIES
THE NOMINEES DESIGNATED BY BENEFICIALLY
ASTERISK (*) ARE "INTERESTED OWNED,
PERSONS" OF THE CORPORATION DIRECTLY OR
NAME, PERIOD EXPIRATION (AS THAT TERM IS DEFINED IN INDIRECTLY,
SERVED AS OF TERM IF THE INVESTMENT COMPANY ACT AS OF
DIRECTOR ELECTED AS OF 1940, AS AMENDED) BECAUSE MARCH 24,
AND (AGE) A DIRECTOR OF THEIR STATED ASSOCIATIONS. 1997
- ----------------- ---------- --------------------------------- ------------
John R. Gal- 2000 DEAN, FLETCHER SCHOOL OF LAW 100 Common
vin1995 to Date ANDDIPLOMACY AT TUFTS UNIVERSI- Shares
(67) TY, MEDFORD, MA. General Galvin
is a Director or Trustee of each
of the Seligman Group of invest-
ment companies.+ He is also
Chairman of the American Council
on Germany; a Governor of the
Center for Creative Leadership;
[ART] and a Director of USLIFE Corpo-
ration, Raytheon Co., National
Defense University, and the In-
stitute for Defense Analysis. He
was formerly: Ambassador, U.S.
State Department for negotia-
tions in Bosnia, Distinguished
Policy Analyst at Ohio State
University, and Olin Distin-
guished Professor of National
Security Studies at the United
States Military Academy. From
June 1987 to June 1992, General
Galvin was the Supreme Allied
Commander, Europe and the Com-
mander-in-Chief, United States
European Command.
William C. Mor- 2000 CHAIRMAN, J. & W. SELIGMAN & CO. 9,212 Com-
ris* 1989 to INCORPORATED, NEW YORK, NY. Mr. mon Shares
Date (58) Morris is Chairman and Chief Ex-
ecutive Officer of each of the
Seligman Group of investment
companies;+ Chairman of Seligman
Financial Services, Inc., and
Seligman Services, Inc.; and a
[ART] Director of Seligman Data Corp.
He is also Chairman of Carbo Ce-
ramics Inc., a Member of the
Board of Governors of the In-
vestment Company Institute, and
a Director of Kerr-McGee Corpo-
ration.
4
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
SECURITIES
THE NOMINEES DESIGNATED BY BENEFICIALLY
ASTERISK (*) ARE "INTERESTED OWNED,
PERSONS" OF THE CORPORATION DIRECTLY OR
NAME, PERIOD EXPIRATION (AS THAT TERM IS DEFINED IN INDIRECTLY,
SERVED AS OF TERM IF THE INVESTMENT COMPANY ACT AS OF
DIRECTOR ELECTED AS OF 1940, AS AMENDED) BECAUSE MARCH 24,
AND (AGE) A DIRECTOR OF THEIR STATED ASSOCIATIONS. 1997
- ----------------- ---------- --------------------------------- ------------
James Q. Rior- 2000 DIRECTOR, VARIOUS CORPORATIONS, 588 Common
dan 1990 to STUART, FL. Mr. Riordan is a Shares
Date (69) Director or Trustee of each of
the Seligman Group of invest-
ment companies.+ He is also a
Director of the Houston Explo-
ration Company, The Brooklyn
Museum, The Brooklyn Union Gas
Company, The Committee for Eco-
[ART] nomic Development, Dow Jones &
Co., Inc., and Public Broad-
casting Service. He was for-
merly Co-Chairman of the Policy
Council of The Tax Foundation;
a Director and President of
Bekaert Corporation; and a Di-
rector of Tesoro Petroleum Com-
panies, Inc.
Richard R. Schmaltz* 1998 MANAGING DIRECTOR, DIRECTOR 1,500 Com-
(56) OFINVESTMENTS, J. & W. SELIGMAN mon Shares
& CO. INCORPORATED, NEW YORK,
NY. Mr. Schmaltz is a Director
of Seligman Henderson Co., Home
State Insurance Company, and
Quaker State Insurance Company;
[ART] and a Trustee Emeritus of Colby
College. He was formerly a Di-
rector of Research at Neuberger
& Berman from 1993 to 1996 and
Executive Vice President of
McGlinn Capital from 1987 to
1993.
5
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
SECURITIES
THE NOMINEES DESIGNATED BY BENEFICIALLY
ASTERISK (*) ARE "INTERESTED OWNED,
PERSONS" OF THE CORPORATION DIRECTLY OR
NAME, PERIOD EXPIRATION (AS THAT TERM IS DEFINED IN INDIRECTLY,
SERVED AS OF TERM IF THE INVESTMENT COMPANY ACT AS OF
DIRECTOR ELECTED AS OF 1940, AS AMENDED) BECAUSE MARCH 24,
AND (AGE) A DIRECTOR OF THEIR STATED ASSOCIATIONS. 1997
- ----------------- ---------- --------------------------------- ------------
Robert L. Shafer 2000 DIRECTOR, VARIOUS CORPORATIONS, 201 Common
1991 to Date NEW YORK, NY. Mr. Shafer is a Shares
(64) Director or Trustee of each of
the Seligman Group of investment
companies.+ He is also a Direc-
tor of USLIFE Corporation. He
was formerly a Vice President of
Pfizer Inc.
[ART]
Brian T. Zino* 1998 DIRECTOR AND PRESIDENT, J. & W. 1,355 Com-
1993 to Date SELIGMAN & CO. INCORPORATED, NEW mon Shares
(44) YORK, NY. Mr. Zino is President
of each of the Seligman Group of
investment companies,+ with the
exception of Seligman Quality
Municipal Fund, Inc. and Selig-
man Select Municipal Fund, Inc.
[ART] He is also a Director or Trustee
of each of the Seligman Group of
investment companies; Chairman
and President of Seligman Data
Corp.; and a Director of Selig-
man Financial Services, Inc.,
Seligman Services, Inc., and Se-
ligman Henderson Co.
6
<PAGE>
OTHER DIRECTORS
The other Directors of the Corporation whose terms will not expire in 1997
are:
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
SECURITIES
THE NOMINEES DESIGNATED BY BENEFICIALLY
ASTERISK (*) ARE "INTERESTED OWNED,
PERSONS" OF THE CORPORATION DIRECTLY OR
NAME, PERIOD EXPIRATION (AS THAT TERM IS DEFINED IN INDIRECTLY,
SERVED AS OF TERM IF THE INVESTMENT COMPANY ACT AS OF
DIRECTOR ELECTED AS OF 1940, AS AMENDED) BECAUSE MARCH 24,
AND (AGE) A DIRECTOR OF THEIR STATED ASSOCIATIONS. 1997
- ----------------- ---------- --------------------------------- ------------
Alice S. Ilchman 1998 PRESIDENT, SARAH LAWRENCE COL- 157 Common
1990 to Date LEGE, BRONXVILLE, NY. Dr. Shares
(61) Ilchman is a Director or Trustee
of each of the Seligman Group of
investment companies.+ She is
also Chairman of The Rockefeller
Foundation; and a Director of
NYNEX and The Committee for Eco-
nomic Development. She was for-
merly a Trustee of The Markle
Foundation and a Director of the
International Research & Ex-
change Board.
Frank A. McPher- 1998 DIRECTOR VARIOUS CORPORATIONS, 157 Common
son 1995 to Date OKLAHOMA CITY, OK. Mr. McPherson Shares
(63) is a Director or Trustee of each
of the Seligman Group of invest-
ment companies.+ He is also a
Director of Kimberly-Clark Cor-
poration, Bank of Oklahoma Hold-
ing Company, Oklahoma City Cham-
ber of Commerce, Baptist Medical
Center, Oklahoma Chapter of the
Nature Conservancy, Oklahoma
Medical Research Foundation, and
National Boys and Girls Clubs of
America; Chairman of the Okla-
homa City Public Schools Founda-
tion; and a Member of The Busi-
ness Roundtable. He was formerly
Chairman of the Board and Chief
Executive Officer of Kerr-McGee
Corporation.
7
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
SECURITIES
THE NOMINEES DESIGNATED BY BENEFICIALLY
ASTERISK (*) ARE "INTERESTED OWNED,
PERSONS" OF THE CORPORATION DIRECTLY OR
NAME, PERIOD EXPIRATION (AS THAT TERM IS DEFINED IN INDIRECTLY,
SERVED AS OF TERM IF THE INVESTMENT COMPANY ACT AS OF
DIRECTOR ELECTED AS OF 1940, AS AMENDED) BECAUSE MARCH 24,
AND (AGE) A DIRECTOR OF THEIR STATED ASSOCIATIONS. 1997
- ----------------- ---------- --------------------------------- ------------
John E. Merow* 1999 RETIRED CHAIRMAN AND SENIOR 1,000 Com-
1991 to Date PARTNER, SULLIVAN & CROMWELL, mon Shares
(67) LAW FIRM, NEW YORK, NY. Mr.
Merow is a Director or Trustee
of each of the Seligman Group of
investment companies.+ He is
also a Director of Commonwealth
Aluminum Corporation, the Munic-
ipal Art Society of New York,
and the United States--New Zea-
land Council; a Trustee of the
United States Council for Inter-
national Business; a Member of
the American Law Institute and
the Council on Foreign Rela-
tions; Chairman of the American
Australian Association; and a
Member of the Board of Governors
of the Foreign Policy Associa-
tion and the New York Hospital.
Betsy S. Michel 1999 ATTORNEY, GLADSTONE, NJ. Mrs. 513 Common
1990 to Date Michel is a Director or Trustee Shares
(54) of each of the Seligman Group of
investment companies.+ She is
also a Trustee of the Geraldine
Dodge Foundation, and Chairman
of the Board of Trustees of St.
George's School (Newport, RI).
She was formerly a Director of
The National Association of In-
dependent Schools (Washington,
DC).
8
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
SECURITIES
THE NOMINEES DESIGNATED BY BENEFICIALLY
ASTERISK (*) ARE "INTERESTED OWNED,
PERSONS" OF THE CORPORATION DIRECTLY OR
NAME, PERIOD EXPIRATION (AS THAT TERM IS DEFINED IN INDIRECTLY,
SERVED AS OF TERM IF THE INVESTMENT COMPANY ACT AS OF
DIRECTOR ELECTED AS OF 1940, AS AMENDED) BECAUSE MARCH 24,
AND (AGE) A DIRECTOR OF THEIR STATED ASSOCIATIONS. 1997
- ----------------- ---------- --------------------------------- ------------
James C. Pitney 1999 RETIRED PARTNER, PITNEY, HAR- 4,127 Com-
1990 to Date DIN, KIPP & SZUCH, LAW FIRM, mon Shares
(70) MORRISTOWN, NJ. Mr. Pitney is a
Director or Trustee of each of
the Seligman Group of invest-
ment companies.+ He is also a
Director of Public Service En-
terprise Group.
James N. 1999 EXECUTIVE VICE PRESIDENT AND 656 Common
Whitson 1993 to CHIEF OPERATING OFFICER AND DI- Shares
Date (62) RECTOR, SAMMONS ENTERPRISES,
INC., DALLAS, TX. Mr. Whitson
is a Director or Trustee of
each of the Seligman Group of
investment companies.+ He is
also a Director of Red Man Pipe
and Supply Company and C-SPAN.
+ The Seligman Group of investment companies consists of the Corporation, Se-
ligman Capital Fund, Inc., Seligman Cash Management Fund, Inc., Seligman Com-
mon Stock Fund, Inc., Seligman Communications and Information Fund, Inc., Se-
ligman Frontier Fund, Inc., Seligman Growth Fund, Inc., Seligman Henderson
Global Fund Series, Inc., Seligman High Income Fund Series, Seligman Income
Fund, Inc., Seligman Municipal Fund Series, Inc., Seligman Municipal Series
Trust, Seligman New Jersey Municipal Fund, Inc., Seligman Pennsylvania Munic-
ipal Fund Series, Seligman Portfolios, Inc., Seligman Quality Municipal Fund,
Inc., and Tri-Continental Corporation.
9
<PAGE>
Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At March 24, 1997, all Directors and officers of
the Corporation as a group owned beneficially less than 1% of the Corpora-
tion's Common Shares.
As of January 1, 1996, Mr. Ronald T. Schroeder sold 535 Class A common
shares of the Manager to the Manager, at a price of $2,142.91 per share. A
Form 5 for each fiscal year of the Corporation from 1993 to 1995 to report re-
investment of monthly dividends and annual distributions was not filed by Mrs.
Michel. A Form 5 with respect to fiscal 1996, which reported all shares previ-
ously acquired through reinvestment, was filed late.
The Board of Directors met six times during 1996. The standing committees of
the Board include the Audit Committee and Director Nominating Committee. These
Committees are comprised solely of Directors who are not "interested persons"
of the Corporation as that term is defined in the Investment Company Act of
1940, as amended (the "1940 Act"). The duties of these Committees are de-
scribed below.
Audit Committee. This Committee recommends the independent public accoun-
tants for selection as auditors by the Board and stockholder approval annual-
ly. In addition, it reviews, with the auditors and such other persons as it
determines, (a) the scope of audit, (b) accounting and financial internal con-
trols, (c) quality and adequacy of the accounting staff and (d) reports of the
auditors. The Committee comments to the Board when warranted and at least an-
nually. It is directly available to the auditors and officers of the Corpora-
tion for consultation on audit, accounting and related financial matters. The
Committee met twice in 1996. Members of this Committee are Messrs. Whitson
(Chairman), Galvin and McPherson and Mrs. Michel.
Director Nominating Committee. This Committee recommends to the Board per-
sons to be nominated for election as Directors by you and the other Stockhold-
ers and selects and proposes nominees for election by the Board between Annual
Meetings. The Committee will consider suggestions from Stockholders submitted
in writing to the Secretary of the Corporation. The Committee met twice in
1996. Members of this Committee are Messrs. Pitney (Chairman), Shafer and
Riordan and Dr. Ilchman.
10
<PAGE>
EXECUTIVE OFFICERS OF THE CORPORATION
Information with respect to Executive Officers, other than Messrs. Morris and
Zino, is as follows:
<TABLE>
<CAPTION>
POSITION WITH CORPORATION AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------
<C> <C> <S>
Thomas G. Moles 54 PRESIDENT AND PORTFOLIO MANAGER OF THE CORPORATION since January 1990.
Mr. Moles is a Managing Director of J. & W. Seligman and Co. Incorporat-
ed. He is President and Portfolio Manager of Seligman Quality Municipal
Fund, Inc., and Vice President and Portfolio Manager of four of the open-
end investment companies in the Seligman Group. He is also a Director of
Seligman Financial Services, Inc. and Seligman Services, Inc.
Eileen A. Comerford 39 VICE PRESIDENT AND ASSISTANT PORTFOLIO MANAGER OF THE CORPORATION since
January 1990. Ms. Comerford is a Vice President, Investment Officer of J.
& W. Seligman & Co. Incorporated. She is also Vice President and Assis-
tant Portfolio Manager of Seligman Quality Municipal Fund, Inc., and As-
sistant Portfolio Manager of four of the open-end investment companies in
the Seligman Group.
Audrey G. Kuchtyak 37 VICE PRESIDENT OF THE CORPORATION since November 1990. Ms. Kuchtyak is a
Vice President, Investment Officer of J. & W. Seligman & Co. Incorporat-
ed. She is also Vice President of Seligman Quality Municipal Fund, Inc.
Lawrence P. Vogel 40 VICE PRESIDENT OF THE CORPORATION since January 1992. Mr. Vogel is Senior
Vice President, Finance of J. & W. Seligman & Co. Incorporated. He is
Vice President of the other Seligman Group of investment companies. He is
also Senior Vice President, Finance of Seligman Financial Services, Inc.
and Seligman Data Corp.; Vice President of Seligman Services, Inc.; and
Treasurer of Seligman Henderson Co.
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH CORPORATION AND
NAME AGE PRINCIPAL OCCUPATION DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------------------------
<C> <C> <S>
Frank J. Nasta 32 SECRETARY OF THE CORPORATION since March 1994. Mr. Nasta is Senior Vice Presi-
dent, Law and Regulation and Corporate Secretary of J. & W. Seligman & Co. In-
corporated. He is Secretary of the other Seligman Group of investment compa-
nies. He is also Corporate Secretary of Seligman Financial Services, Inc., Se-
ligman Services, Inc., Seligman Henderson Co., and Seligman Data Corp. He was
formerly an attorney at the law firm of Seward & Kissel.
Thomas G. Rose 39 TREASURER OF THE CORPORATION since November 1992. Mr. Rose is Treasurer of the
other Seligman Group of investment companies. He is also Treasurer of Seligman
Data Corp. He was formerly Treasurer of American Investors Advisors, Inc. and
the American Investors Family of Funds.
</TABLE>
All officers are elected annually by the Board and serve until their succes-
sors are elected and qualify or their earlier resignation. The address of each
of the foregoing is 100 Park Avenue, New York, New York 10017.
12
<PAGE>
REMUNERATION OF DIRECTORS AND OFFICERS
Directors of the Corporation who are not employees of the Manager or its af-
filiates each receive from the Corporation retainer fees of $3,000 per year.
In addition, such Directors are paid up to $75 for each day on which they at-
tend Board and/or Committee meetings and are reimbursed for the expenses of
attending meetings. Total Directors' fees paid by the Corporation for the year
ended December 31, 1996 were as follows:
<TABLE>
<CAPTION>
NUMBER OF DIRECTORS AGGREGATE DIRECT
IN GROUP CAPACITY IN WHICH REMUNERATION WAS RECEIVED REMUNERATION
- ---------------------------------------------------------------------------------
<C> <C> <S>
9 Directors and Members of Committees $30,825
</TABLE>
Directors attendance, retainer and/or committee fees paid to each Director
during 1996 were as follows:
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM FUND AND
NAME FROM FUND PART OF FUND EXPENSES FUND COMPLEX*
- ------------------ ------------ --------------------- ------------------
<S> <C> <C> <C>
John R. Galvin $ 3,375.00 -0- $65,000.00
Alice S. Ilchman 3,450.00 -0- 66,000.00
Frank A. McPherson 3,375.00 -0- 65,000.00
John E. Merow 3,450.00+ -0- 66,000.00
Betsy S. Michel 3,450.00 -0- 66,000.00
James C. Pitney 3,375.00+ -0- 65,000.00
James Q. Riordan 3,450.00 -0- 66,000.00
Robert L. Shafer 3,450.00 -0- 66,000.00
James N. Whitson 3,450.00+ -0- 66,000.00
----------
$30,825.00
==========
</TABLE>
- ------------
*There are 16 other investment companies in the Seligman Group.
+ Mr. Merow elected to defer receiving his fees from the Corporation. From
1991 to December 31, 1996, Mr. Merow has deferred $22,120, including inter-
est earned. Mr. Merow no longer defers his current compensation as of Janu-
ary 1, 1997. Mr. Whitson has also elected to defer receiving his fees from
the Corporation. From 1993 to December 31, 1996, Mr. Whitson has deferred
$13,802, including interest earned. Mr. Pitney, who had deferred receiving
his fees from the Corporation from 1990 up to 1993, has a balance of
$12,603 in his deferred plan, including interest earned.
No compensation is paid by the Corporation to Directors or officers of the
Corporation who are employees of, or consultants to, the Manager.
The affirmative vote of a plurality of the votes cast at the meeting is re-
quired to approve the election of the proposed Directors.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS
VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS
OF THE CORPORATION.
13
<PAGE>
B. RATIFICATION OF SELECTION OF AUDITORS
(Proposal 2)
In accordance with the requirements of the 1940 Act, the Board of Directors
is required to select independent public accountants as auditors of the Corpo-
ration for 1997, subject to ratification or rejection by Stockholders.
The Audit Committee of the Board of Directors has recommended, and the Board
of Directors, including a majority of those members who are not "interested
persons" of the Corporation (as defined in the 1940 Act), has selected
Deloitte & Touche LLP as auditors of the Corporation for 1997. The firm of
Deloitte & Touche LLP has extensive experience in investment company account-
ing and auditing. It is expected that a representative of Deloitte & Touche
LLP will be present at the Meeting and will have an opportunity to make a
statement and respond to questions.
The affirmative vote of a majority of the votes cast at the Meeting is re-
quired to ratify the selection of auditors.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS RATIFICATION OF
DELOITTE & TOUCHE LLP AS AUDITORS OF THE CORPORATION.
C. OTHER MATTERS; STOCKHOLDER PROPOSALS
The Management knows of no other matters which are to be brought before the
Meeting. However, if any other matters come before the Meeting, it is intended
that the persons named in the enclosed form of Proxy, or their substitutes,
will vote the Proxy in accordance with their judgment on such matters.
Notice is hereby given that any Stockholder proposal which may properly be
included in the proxy solicitation material for the next Annual Meeting, now
scheduled for May 1998, must be received by the Corporation no later than De-
cember 17, 1997.
14
<PAGE>
D. EXPENSES
The Corporation will bear the cost of soliciting Proxies. In addition to the
use of the mails, Proxies may be solicited personally or by telephone or tele-
graph by Directors, officers and employees of the Corporation, the Manager,
Seligman Financial Services, Inc., Seligman Services, Inc. and Seligman Data
Corp., and the Corporation may reimburse persons holding shares in their names
or names of their nominees for their expenses in sending solicitation material
to their principals. The Corporation has engaged Morrow & Co., Inc., 909 Third
Avenue, New York, NY 10022-4799 to assist in soliciting for a fee of $2,000
plus expenses.
By order of the Board of Directors,
/s/ Frank J. Nasta
Secretary
------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. ALL STOCKHOLDERS, INCLUD-
ING THOSE WHO EXPECT TO ATTEND THE MEETING, ARE URGED TO DATE, FILL IN, SIGN
AND MAIL THE ENCLOSED FORM OF PROXY IN THE ENCLOSED RETURN ENVELOPE WHICH RE-
QUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. A PROXY IS NOT REQUIRED FOR
ADMISSION TO THE MEETING.
15
<PAGE>
SELIGMAN SELECT MUNICIPAL FUND, INC.
Managed by
[LOGO]
J. & W. Seligman & Co.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 Park Avenue, New York, NY
10017
SELIGMAN
SELECT
MUNICIPAL
FUND, INC.
Notice of Annual Meeting
of Stockholders
and
Proxy Statement
- -----------------------------------
Time: May 15, 1997
9:00 A.M.
- -----------------------------------
Place: World Trade Center
Commonwealth Pier
164 Northern Avenue
Boston, Massachussets 02210
- -----------------------------------
Please date, fill in and
sign the enclosed form of
Proxy and mail it in the
enclosed return envelope
which requires no postage if
mailed in the United States.
- -----------------------------------
[LOGO]
<PAGE>
GOLD CARD
PROXY PREFERRED SERIES A
SELIGMAN SELECT MUNICIPAL FUND, INC.
100 Park Avenue, New York, NY 10017
This proxy is Solicited on Behalf of the Board of Directors
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
SELIGMAN SELECT MUNICIPAL FUND, INC., to be held May 15, 1997 and appoints JOHN
E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with
power of substitution, to attend the Annual Meeting (and any adjournments
thereof) and vote all shares the undersigned is entitled to vote upon the
matters indicated on the reverse side and on any other business that may
properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR THE RATIFICATION OF
THE SELECTION OF AUDITORS.
(Continued and to be signed on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES AND
FOR PROPOSAL 2:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS
NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer and Brian T. Zino FOR ALL / / WITHHOLD ALL / /
To withhold authority to vote for individual nominee(s) write
name(s) below
--------------------------------------------------------------
2. Ratification of the selection of Deloitte & Touche LLP as Auditors. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
DATED _________________________________, 1997
- ---------------------------------------------
Signature
- ---------------------------------------------
Signature (if jointly held)
Please sign exactly as your name(s) appear(s) on this proxy. Only one signature
is required in case of a joint account. When signing in a representative
capacity, please give title.
YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as
possible. Mark each vote with an X in the box.
<PAGE>
GREEN CARD
PROXY COMMON
SELIGMAN SELECT MUNICIPAL FUND, INC.
100 Park Avenue, New York, NY 10017
This proxy is Solicited on Behalf of the Board of Directors
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
SELIGMAN SELECT MUNICIPAL FUND, INC., to be held May 15, 1997 and appoints JOHN
E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with
power of substitution, to attend the Annual Meeting (and any adjournments
thereof) and vote all shares the undersigned is entitled to vote upon the
matters indicated on the reverse side and on any other business that may
properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR THE RATIFICATION OF
THE SELECTION OF AUDITORS.
(Continued and to be signed on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES AND
FOR PROPOSAL 2:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS
NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer and Brian T. Zino FOR ALL / / WITHHOLD ALL / /
To withhold authority to vote for individual nominee(s) write
name(s) below
--------------------------------------------------------------
2. Ratification of the selection of Deloitte & Touche LLP as Auditors. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
DATED _________________________________, 1997
- ---------------------------------------------
Signature
- ---------------------------------------------
Signature (if jointly held)
Please sign exactly as your name(s) appear(s) on this proxy. Only one signature
is required in case of a joint account. When signing in a representative
capacity, please give title.
YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as
possible. Mark each vote with an X in the box.
<PAGE>
BUFF CARD
PROXY PREFERRED SERIES B
SELIGMAN SELECT MUNICIPAL FUND, INC.
100 Park Avenue, New York, NY 10017
This proxy is Solicited on Behalf of the Board of Directors
The undersigned, revoking previous proxies, acknowledges receipt of the Notice
of Meeting and Proxy Statement for the Annual Meeting of Stockholders of
SELIGMAN SELECT MUNICIPAL FUND, INC., to be held May 15, 1997 and appoints JOHN
E. MEROW, WILLIAM C. MORRIS and BRIAN T. ZINO (and each of them) proxies, with
power of substitution, to attend the Annual Meeting (and any adjournments
thereof) and vote all shares the undersigned is entitled to vote upon the
matters indicated on the reverse side and on any other business that may
properly come before the Meeting.
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED. IF NO INSTRUCTIONS ARE GIVEN, YOUR PROXIES WILL VOTE FOR THE
ELECTION OF THE NOMINEES OF THE BOARD OF DIRECTORS AND FOR THE RATIFICATION OF
THE SELECTION OF AUDITORS.
(Continued and to be signed on the reverse side)
<PAGE>
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR EACH OF THE NOMINEES AND
FOR PROPOSAL 2:
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS
NOMINEES: John R. Galvin, William C. Morris, James Q. Riordan,
Richard R. Schmaltz, Robert L. Shafer and Brian T. Zino FOR ALL / / WITHHOLD ALL / /
To withhold authority to vote for individual nominee(s) write
name(s) below
--------------------------------------------------------------
2. Ratification of the selection of Deloitte & Touche LLP as Auditors. FOR / / AGAINST / / ABSTAIN / /
</TABLE>
DATED _________________________________, 1997
- ---------------------------------------------
Signature
- ---------------------------------------------
Signature (if jointly held)
Please sign exactly as your name(s) appear(s) on this proxy. Only one signature
is required in case of a joint account. When signing in a representative
capacity, please give title.
YOUR VOTE IS IMPORTANT. Please complete, sign and return this card as soon as
possible. Mark each vote with an X in the box.
