<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 Quality 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):
[X] $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 QUALITY 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 16, 1996
To the Stockholders:
The fourth Annual Meeting of Stockholders (the "Meeting") of Seligman Qual-
ity Municipal Fund, Inc., a Maryland corporation (the "Corporation"), will be
held at the Sheraton Palace Hotel, 2 New Montgomery Street, San Francisco,
California 94105 on May 16, 1996 at 9:00 A.M., for the following purposes:
(1) To elect five Directors;
(2) To act on a proposal to ratify the selection of Deloitte & Touche
LLP as auditors of the Corporation for 1996; 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 21, 1996 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 11, 1996
------------
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 11, 1996
SELIGMAN QUALITY MUNICIPAL FUND, INC.
100 PARK AVENUE, NEW YORK, NEW YORK 10017
PROXY STATEMENT
FOR THE
ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 16, 1996
This Proxy Statement is furnished to you in connection with the solicitation
of Proxies by the Board of Directors of Seligman Quality Municipal Fund, Inc.
(the "Corporation") to be used at the fourth Annual Meeting of Stockholders
(the "Meeting") to be held in San Francisco, California on May 16, 1996.
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 21, 1996 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 672 shares of municipal auction rate cumulative preferred stock, se-
ries TH (the "Preferred Shares"), and 4,643,813 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
matters on which the affirmative vote of a majority of the votes cast at the
meeting is required, and for the election of Directors, an abstention or bro-
ker 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 11, 1996.
A. ELECTION OF DIRECTORS
(Proposal 1)
The Board of Directors is presently comprised of thirteen 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
expires in each year. At the Meeting five directors, representing all members
of one class, will be elected to terms expiring in 1999. At each subsequent
annual meeting, the members of the class whose term expires in the year of the
meeting will be elected to office for a term of three years. Of the five di-
rectors to be elected at the Annual Meeting of Stockholders, Messrs. John E.
Merow, James C. Pitney and Brian T. Zino have been nominated for election by
the holders of the Preferred Shares and Common Shares, voting together as a
single class, and Ms. Betsy S. Michel and James N. Whitson have been nominated
for election by the holders of the Preferred Shares, voting as a separate
class. Messrs. Merow and Pitney have been directors since 1991 and Mr. Zino
has been a director since 1993. Ms. Michel and Mr. Whitson have been directors
since 1991 and 1993, respectively, and have both been directors representing
holders of the Preferred Shares, solely, since 1995.
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 Messrs. Merow, Pitney, Whitson
and Zino and Ms. Michel (Messrs. Merow, Pitney and Zino are designated as both
Common and Preferred Directors and Mrs. Michel and Mr. Whitson are each desig-
nated a Preferred Director) or, if any of them shall be unable to serve, for
the election of such other person or persons as shall be determined by the
persons named in the Proxy in accordance with their judgment. Nominees are to
be elected for three year terms. Each nominee has agreed to serve if elected.
The background of each of the nominees and information regarding the other Di-
rectors of the Corporation follows. Each of the nominees has been nominated by
the Director Nominating Committee of the Board of Directors of the Corpora-
tion.
3
<PAGE>
INFORMATION REGARDING NOMINEES
FOR ELECTION BY HOLDERS OF BOTH PREFERRED SHARES AND
COMMON SHARES
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
TERM IF INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS ELECTED AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
John E. Merow* 1999 PARTNER, SULLIVAN & CROMWELL, 1,000 Com-
1991 to Date LAW FIRM, NEW YORK, NY. Mr. mon Shares
(66) Merow is a Director or Trustee
of each of the Seligman Group
investment companies,+ Municipal
Art Society of New York, Common-
wealth Aluminum Corporation,
U.S. Council for International
Business and U.S.--New Zealand
Council; Member of the American
Law Institute and the Council on
Foreign Relations; Chairman of
the American Australian Associa-
tion; and Member of the Board of
Governors of Foreign Policy As-
sociation and New York Hospital.
(ART)
James C. Pitney 1999 PARTNER, PITNEY, HARDIN, KIPP & 100 Common
1991 to Date SZUCH, LAW FIRM, MORRISTOWN, NJ. Shares
(69) Mr. Pitney is a Director or
Trustee of each of the Seligman
Group investment companies+ and
Public Service Enterprise Group.
(ART)
</TABLE>
4
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
TERM IF INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS ELECTED AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
Brian T. Zino* 1999 DIRECTOR AND MANAGING DIRECTOR, 1,260 Com-
1993 to Date J. & W. SELIGMAN & CO. mon Shares
(42) INCORPORATED, NEW YORK, NY. Mr.
Zino is a Director or Trustee
and President of each of the
Seligman Group investment
companies with the exception of
Seligman Quality Municipal Fund
and Seligman Select Municipal
Fund for which he serves solely
as Director;+ Chairman of
Seligman Data Corp.; Director of
Seligman Financial Services,
Inc. and Seligman Services,
Inc.; and Senior Vice President
of Seligman Henderson Co.;
formerly Director and Secretary
of Chuo Trust--JWS Advisors,
Inc.; and Director of J. & W.
Seligman Trust Company and
Seligman Securities, Inc.
(ART)
</TABLE>
5
<PAGE>
INFORMATION REGARDING NOMINEES
FOR ELECTION BY HOLDERS OF PREFERRED SHARES
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE NOMINEES DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
TERM IF INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS ELECTED AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
Betsy S. Michel 1999 ATTORNEY, GLADSTONE, NJ. Ms. 513 Common
1991 to Date Michel is a Director or Trustee Shares
(53) of each of the Seligman Group
investment companies+ and The
National Association of Indepen-
dent Schools (Washington, D.C.);
and Chairman of the Board of
Trustees of St. George's School
(Newport, RI).
(ART)
James N. Whitson 1999 EXECUTIVE VICE PRESIDENT AND 611 Common
1993 to Date CHIEF OPERATING OFFICER AND DI- Shares
(61) RECTOR, SAMMONS ENTERPRISES,
INC., DALLAS, TX. Mr. Whitson is
a Director or Trustee of each of
the Seligman Group investment
companies+, Red Man Pipe and
Supply Company and C-SPAN.
(ART)
</TABLE>
6
<PAGE>
OTHER DIRECTORS
The other Directors of the Corporation whose terms will not expire in 1996
are:
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE PERSONS DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
PRESENT INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
Fred E. Brown* 1998 DIRECTOR OR TRUSTEE, VARIOUS OR- 1,000 Com-
1989 to Date GANIZATIONS, NEW YORK, NY. Mr. mon Shares
(82) Brown is a Director or Trustee
of each of the Seligman Group
investment companies;+ Director
of, and Consultant to, J. & W.
Seligman & Co. Incorporated; Di-
rector of Seligman Financial
Services, Inc. and Seligman
Services, Inc.; Trustee of Lake
Placid Education Foundation,
Lake Placid Center for the Arts
and Trudeau Institute, Inc.;
formerly, Director of J. & W.
Seligman Trust Company and Se-
ligman Securities, Inc.
</TABLE>
7
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE PERSONS DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
PRESENT INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
John R. Gal- 1997 DEAN OF THE FLETCHER SCHOOL OF 100 Common
vin1995 to Date LAW AND DIPLOMACY AT TUFTS UNI- Shares
(66) VERSITY, MEDFORD, MA. General
Galvin is a Director or Trustee
of each of the Seligman Group
investment companies;+ Chairman
of the American Council on Ger-
many; a Governor of the Center
for Creative Leadership; Direc-
tor of USLIFE, Committee on
U.S.-China Relations, National
Defense University and the In-
stitute for Defense Analysis;
and Consultant of Thomson CSF
(electronics). Formerly, Ambas-
sador, U.S. State Department,
Distinguished Policy Analyst at
Ohio State University and Olin
Distinguished Professor of Na-
tional Security Studies at the
United States Military Academy.
From June 1987 to June 1992,
General Galvin was the Supreme
Allied Commander, Europe and the
Commander-in-Chief, United
States European Command.
</TABLE>
8
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE PERSONS DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
PRESENT INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
Alice S. Ilchman 1998 PRESIDENT, SARAH LAWRENCE COL- 100 Common
1991 to Date LEGE, BRONXVILLE, NY. Dr. Shares
(60) Ilchman is a Director or Trustee
of each of the Seligman Group
investment companies;+ Chairman
of The Rockefeller Foundation;
Director of NYNEX (formerly, New
York Telephone Company) and The
Committee for Economic Develop-
ment; formerly, Trustee of The
Markle Foundation and Director
of International Research & Ex-
change Board.
Frank A. McPher- 1998 CHAIRMAN OF THE BOARD AND CHIEF 140 Common
son 1995 to Date EXECUTIVE OFFICER, KERR-MCGEE Shares
(62) CORPORATION, OKLAHOMA CITY, OK.
Mr. McPherson is a Director or
Trustee of each of the Seligman
Group investment companies;+ Di-
rector of Kimberly-Clark Corpo-
ration, Bank of Oklahoma Holding
Company, American Petroleum In-
stitute, Oklahoma City Chamber
of Commerce, Baptist Medical
Center, Oklahoma Chapter of the
Nature Conservancy, Oklahoma
Medical Research Foundation and
United Way Advisory Board;
Chairman of Oklahoma City Public
Schools Foundation; and a Member
of The Business Roundtable and
National Petroleum Council.
</TABLE>
9
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE PERSONS DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
PRESENT INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
William C. Mor- 1997 CHAIRMAN AND PRESIDENT OF J. & 10,148
ris* 1990 to W. SELIGMAN & CO. INCORPORATED, Common
Date (57) NEW YORK, NY. Mr. Morris is Shares
Chairman and Chief Executive
Officer of each of the Seligman
Group investment companies;+
Chairman of Seligman Financial
Services, Inc., Seligman
Services, Inc. and Carbo
Ceramics Inc.; Member of the
Board of Governors of the
Investment Company Institute;
and Director of Kerr-McGee
Corporation and Seligman Data
Corp.; formerly, Chairman of
Seligman Securities, Inc. and J.
& W. Seligman Trust Company.
James Q. Riordan 1997 DIRECTOR, VARIOUS CORPORATIONS, 406 Common
1991 to Date STUART, FL. Mr. Riordan is a Di- Shares
(68) rector or Trustee of each of the
Seligman Group investment compa-
nies,+ The Brooklyn Museum, The
Brooklyn Union Gas Company, The
Committee for Economic Develop-
ment, Dow Jones & Co., Inc. and
Public Broadcasting Service;
formerly, Co-Chairman of the
Policy Council of The Tax Foun-
dation; Director and President
of Bekaert Corporation; and Di-
rector of Tesoro Petroleum Com-
panies, Inc.
</TABLE>
10
<PAGE>
PRINCIPAL OCCUPATION AND OTHER
INFORMATION
<TABLE>
<CAPTION>
THE PERSONS DESIGNATED BY
ASTERISK (*) ARE "INTERESTED
PERSONS" OF THE CORPORATION (AS SHARES
EXPIRATION OF THAT TERM IS DEFINED IN THE BENEFICIALLY
PRESENT INVESTMENT COMPANY ACT OF 1940, OWNED, DIRECTLY OR
NAME, PERIOD(S) SERVED AS TERM AS AS AMENDED) BECAUSE OF THEIR INDIRECTLY, AS OF
DIRECTOR AND (AGE) A DIRECTOR STATED ASSOCIATIONS. MARCH 21, 1996
- ------------------------- ------------- ------------------------------- ------------------
<S> <C> <C> <C>
Ronald T. Schroe- 1998 DIRECTOR, MANAGING DIRECTOR AND 308 Common
der* 1990 to Date CHIEF INVESTMENT OFFICER, INSTI- Shares
(48) TUTIONAL OF J. & W. SELIGMAN &
CO. INCORPORATED, NEW YORK, NY.
Mr. Schroeder is a Director or
Trustee of each of the Seligman
Group investment companies;+ and
Director of Seligman Financial
Services, Inc., Seligman Servic-
es, Inc. and Seligman Henderson
Co.; formerly, President of each
of the Seligman Group investment
companies with the exception of
Seligman Quality Municipal Fund,
Inc. and Seligman Select Munici-
pal Fund, Inc., and Director of
J. & W. Seligman Trust Company,
Seligman Data Corp. and Seligman
Securities, Inc.
Robert L. Shafer 1997 VICE PRESIDENT, PFIZER INC., NEW 100 Common
1991 to Date YORK, NY. Mr. Shafer is a Direc- Shares
(63) tor or Trustee of each of the
Seligman Group investment compa-
nies+ and USLIFE Corporation.
</TABLE>
+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 New Jersey Tax-Exempt Fund, Inc., Seligman Pennsylvania
Tax-Exempt Fund Series, Seligman Portfolios, Inc., Seligman Select Municipal
Fund, Inc., Seligman Tax-Exempt Fund Series, Inc., Seligman Tax-Exempt Series
Trust and Tri-Continental Corporation.
11
<PAGE>
Unless otherwise indicated, Directors have sole voting and investment power
with respect to shares shown. At March 21, 1996, all Directors and officers of
the Corporation as a group owned beneficially 15,686, or 0.34% of the Corpora-
tion's Common Shares.
Of the total shown for Mr. Morris, 9,064 shares are registered in his wife's
name. Mr. Morris disclaims beneficial ownership or interest in these shares.
The Board of Directors met six times during 1995. 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 1995. Members of this Committee are Messrs. Whitson
(Chairman), Galvin and McPherson and Ms. 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 three times
in 1995. Members of this Committee are Messrs. Pitney (Chairman), Shafer and
Riordan and Dr. Ilchman.
12
<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 PRINCIPAL OCCUPATION
NAME AGE DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
<C> <C> <S>
Thomas G. Moles 53 PRESIDENT AND PORTFOLIO MANAGER OF THE CORPORATION
since April 1990. Mr. Moles is also President and Port-
folio Manager of Seligman Select Municipal Fund, Inc.
and Vice President and Portfolio Manager of four of the
open-end investment companies in the
Seligman Group and a Director and Managing Director of
the
Manager; Director, Seligman Financial Services, Inc.
and Seligman Services, Inc.; formerly, Director of J. &
W. Seligman Trust Company and Seligman Securities, Inc.
Eileen A. Comerford 38 VICE PRESIDENT AND ASSISTANT PORTFOLIO MANAGER OF THE
CORPORATION since April 1990. Ms. Comerford is also
Vice President and Assistant Portfolio Manager of Se-
ligman Select Municipal Fund, Inc.; Vice President, In-
vestment Officer of the Manager; and Assistant Portfo-
lio Manager of four of the open-end investment compa-
nies in the Seligman Group.
Audrey G. Kuchtyak 36 VICE PRESIDENT OF THE CORPORATION since April 1990. Ms.
Kuchtyak is also Vice President of Seligman Select Mu-
nicipal Fund, Inc. and Vice President, Investment Offi-
cer of the Manager.
Lawrence P. Vogel 39 VICE PRESIDENT (FORMERLY, TREASURER) OF THE CORPORATION
since January 1992. Mr. Vogel is also Vice President of
the other Seligman Group investment companies; Senior
Vice President, Finance of the Manager, Seligman Finan-
cial Services, Inc. and Seligman Data Corp. (formerly,
Treasurer); Treasurer, Seligman Henderson Co.; former-
ly, Senior Vice President, Finance of Seligman Securi-
ties, Inc. and Senior Vice President, Finance of
J. & W. Seligman Trust Company.
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
POSITION WITH CORPORATION
AND PRINCIPAL OCCUPATION
NAME AGE DURING PAST FIVE YEARS
- --------------------------------------------------------------------------------
<C> <C> <S>
Frank J. Nasta 31 SECRETARY OF THE CORPORATION since March 1994. Mr. Nasta is
also Secretary of the Manager, the other Seligman Group in-
vestment companies, Seligman Financial Services, Inc., Se-
ligman Henderson Co., Seligman Services, Inc. and Seligman
Data Corp.; Senior Vice President, Law and Regulation of the
Manager; formerly, Secretary of J. & W. Seligman Trust Com-
pany; and attorney at the law firm of Seward & Kissel.
Thomas G. Rose 38 TREASURER OF THE CORPORATION since November 1992. Mr. Rose
is also Treasurer of the other Seligman Group investment
companies and of Seligman Data Corp.; formerly, Treasurer,
American Investors Advisors, Inc.
</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.
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 $1,000 per year.
In addition, such Directors are paid up to $25 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 fis-
cal year ended October 31, 1995 were as follows:
14
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF DIRECTORS AGGREGATE DIRECT
IN GROUP CAPACITY IN WHICH REMUNERATION WAS RECEIVED REMUNERATION
- ---------------------------------------------------------------------------------
<C> <C> <S>
11 Directors and Members of Committees $10,525
</TABLE>
Directors attendance, retainer and/or committee fees paid to each Director
during fiscal year 1995 was as follows:
<TABLE>
<CAPTION>
AGGREGATE PENSION OR RETIREMENT TOTAL COMPENSATION
COMPENSATION BENEFITS ACCRUED AS FROM CORPORATION AND
NAME FROM CORPORATION PART OF CORPORATION EXPENSES FUND COMPLEX**
- ------------------------ ---------------- ---------------------------- --------------------
<S> <C> <C> <C>
John R. Galvin $ 720.88 -0- $41,252.75
Alice S. Ilchman 1,200.00 -0- 68,000.00
Frank A. McPherson 720.88 -0- 41,252.75
John E. Merow 1,150.00+ -0- 66,000.00
Betsy S. Michel 1,125.00 -0- 67,000.00
Douglas R. Nichols, Jr.* 429.12 -0- 24,747.75
James C. Pitney 1,200.00 -0- 68,000.00
James Q. Riordan 1,200.00 -0- 70,000.00
Herman J. Schmidt* 429.12 -0- 24,747.75
Robert L. Shafer 1,200.00 -0- 70,000.00
James N. Whitson 1,150.00+ -0- 68,000.00
----------
$10,525.00
==========
</TABLE>
- ------------
*Messrs. Nichols and Schmidt retired on May 18, 1995.
**There are 16 other investment companies in the Seligman Group.
+ Mr. Merow has elected to defer receiving his fees from the Corporation.
From 1991 to December 31, 1994, Mr. Merow has deferred $6,315, including
interest earned. Mr. Pitney, who had deferred receiving his fees from the
Corporation from 1991 up to 1993, has a balance of $2,567 in his deferred
plan, including interest earned. Mr. Whitson has also elected to defer re-
ceiving his fees from the Corporation. From 1993 to December 31, 1995, Mr.
Whitson has deferred $3,260, 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.
15
<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 1996, 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. The firm of Deloitte & Touche LLP has extensive experi-
ence in investment company accounting and auditing. It is expected that a rep-
resentative 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 1997, must be received by the Corporation no later than De-
cember 12, 1996.
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
16
<PAGE>
names of their nominees for their expenses in sending solicitation material to
their principals. The Corporation has engaged Morrow & Co., Inc., 909 Third Av-
enue, New York, NY 10022-4799 to assist in soliciting for a fee of $1,000 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.
17
<PAGE>
(Left blank intentionally)
18
<PAGE>
(Left blank intentionally)
<PAGE>
SELIGMAN
QUALITY
MUNICIPAL
FUND, INC.
Notice of Annual Meeting
of Stockholders
and
Proxy Statement
Time: May 16, 19969:00 A.M.
Place: Sheraton Palace Hotel
2 New Montgomery Street
San Francisco, California 94105
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.
SELIGMAN QUALITY MUNICIPAL FUND, INC.
Managed by
[LOGO] J&WS
J. & W. Seligman & Co.
INCORPORATED
INVESTMENT MANAGERS AND ADVISORS
ESTABLISHED 1864
100 Park Avenue, New York, NY 10017
[LOGO] J&WS
<PAGE>
PROXY
COMMON
SELIGMAN QUALITY 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 QUALITY MUNICIPAL FUND, INC., to be held May 16, 1996 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 E. Merow, James C. Pitney 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 ______________________________________________________________, 1996
__________________________________________________________________________
Signature
__________________________________________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s) on this proxy(ies). 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>
PROXY
PREFERRED SERIES TH
SELIGMAN QUALITY 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 QUALITY MUNICIPAL FUND, INC., to be held May 16, 1996 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 E. Merow, Betsy S. Michel, James C. Pitney,
James N. Whitson 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 ______________________________________________________________, 1996
__________________________________________________________________________
Signature
__________________________________________________________________________
Signature (if jointly held)
Please sign exactly as your name(s) appear(s) on this proxy(ies). 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>
GRAPHICS APPENDIX LIST
PAGE WHERE
GRAPHIC
APPEARS DESCRIPTION OF GRAPHIC OR CROSS REFERENCE
- --------------------------------------------------------------------------------
TX 4 Photographs of John E. Merow and James C. Pitney appear on this
page.
- --------------------------------------------------------------------------------
TX 5 A Photograph of Brian T. Zino appears on this page.
- --------------------------------------------------------------------------------
TX 6 Photographs of Betsy S. Michel and James N. Whitson appear on
this page.
- --------------------------------------------------------------------------------
