SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934
Filed by Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
SMITH BARNEY INCOME TRUST
(Name of Registrant as Specified In Its Charter)
Maureen E. Tobin
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(1), or 14a-
6(j)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-
11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction
computed pursuant to
Exchange Act Rule 0-11:1
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4) Proposed maximum aggregate value of transaction:
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1 Set forth the amount on which the filing fee is calculated and state
how it was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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SMITH BARNEY INCOME TRUST
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 20, 1995
To the Shareholders of:
SMITH BARNEY INCOME TRUST
Notice is hereby given that a Special Meeting of shareholders of Smith
Barney Income Trust (the "Trust") will be held at 388 Greenwich Street,
22nd Floor, New York, New York on March 20, 1995 commencing at 9:00 a.m.,
for the following purposes:
1. To elect ten (10) Trustees of the Trust (PROPOSAL 1); and
2. To transact such other business as may properly come before the Spe-
cial Meeting or any adjournments thereof.
Proposal 1 is discussed in greater detail in the attached Proxy Statement.
The close of business on January 23, 1995 has been fixed as the record
date for the determination of shareholders entitled to notice of and to
vote at the Special Meeting and any adjournments thereof.
By Order of the Board of Trustees,
CHRISTINA T. SYDOR
Secretary
February 3, 1995
SHAREHOLDERS OF THE TRUST WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING
ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE EN-
CLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS ARE
SET FORTH ON THE FOLLOWING PAGE. IT IS IMPORTANT THAT PROXIES BE RETURNED
PROMPTLY.
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance
to you and avoid the time and expense to the Trust involved in validating
your vote if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the reg-
istration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of regis-
tration. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
<S> <C>
CORPORATE ACCOUNTS
(1) ABC Corp. ABC Corp.
(2) ABC Corp. John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer John Doe
(4) ABC Corp. Profit Sharing Plan John Doe, Trustee
TRUST ACCOUNTS
(1) ABC Trust Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA John B. Smith
(2) Estate of John B. Smith John B. Smith, Jr.,
Executor
</TABLE>
SMITH BARNEY INCOME TRUST
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 20, 1995
PROXY STATEMENT
This Proxy Statement is being solicited by the Board of Trustees (the
"Board") of Smith Barney Income Trust (the "Trust") on behalf of its sub-
trusts Smith Barney Limited Maturity Treasury Fund (the "Treasury Fund"),
Smith Barney Limited Maturity Municipals Fund (the "Municipal Fund"),
Smith Barney Intermediate Maturity California Municipals Fund (the "Cali-
fornia Fund") and Smith Barney Intermediate Maturity New York Municipals
Fund (the "New York Fund") (each a "Fund" and, collectively, the "Funds")
for use at a special meeting of shareholders (the "Meeting") to be held on
March 20, 1995, or any adjournment or adjournments thereof. The Meeting
will be held at 388 Greenwich Street, New York, New York at the time spec-
ified in the Notice of Special Meeting of Shareholders and proxy card that
accompany this Proxy Statement. Proxy solicitations will be made primarily
by mail, but proxy solicitations also may be made by telephone, telegraph
or personal interviews conducted by officers and employees of: the Trust;
Smith Barney Inc. ("Smith Barney"), the distributor of shares of the
Trust; Smith Barney Mutual Funds Management Inc. ("SBMFM"), the investment
adviser and administrator for the Trust; and/or The Shareholder Services
Group, Inc., a subsidiary of First Data Corporation ("TSSG") and the
transfer agent of the Trust. (The offices of the Trust, Smith Barney and
SBMFM are located at 388 Greenwich Street, New York, New York 10013 and
TSSG is based in Boston, Massachusetts.) The costs of the proxy solicita-
tion and expenses incurred in connection with the preparation of this
Proxy Statement and its enclosures will be paid by the Trust. The Annual
Report of each respective Fund, including audited financial statements for
the fiscal year ended November 30, 1994, accompanies this proxy statement.
The Trust, through its Funds, currently issues three classes of shares of
beneficial interest ("Shares"), but for purposes of the matters to be con-
sidered at the Meeting, all Shares will be voted as a single class. Each
Share is entitled to one vote, and any fractional Share is entitled to a
fractional vote. If the enclosed proxy is properly executed and returned
in time to be voted at the Meeting, the Shares represented thereby will be
voted in accordance with the instructions marked thereon. Unless instruc-
tions to the contrary are marked on the proxy, it will be voted FOR mat-
ters listed in the accompanying Notice of Special Meeting of Shareholders.
Any shareholder who has given a proxy has the right to revoke it at any
time prior to its exercise either by attending the Meeting and voting his
or her shares in person or by submitting a letter of revocation or a
later-dated proxy to the Trust at the above address prior to the date of
the Meeting. For purposes of determining the presence of a quorum for
transacting business at the Meeting, abstentions and broker "non-votes"
(i.e., proxies from brokers or nominees indicating that such persons have
not received instructions from the beneficial owner or other persons enti-
tled to vote Shares on a particular matter with respect to which the bro-
kers or nominees do not have discretionary power) will be treated as
Shares that are present but which have not been voted. For this reason,
abstentions and broker "non-votes" will have the effect of a "no" vote for
purposes of obtaining the requisite approval of a proposal.
In the event that a quorum is not present at the Meeting, or in the event
that a quorum is present but sufficient votes to approve the proposals are
not received, the persons named as proxies may propose one or more ad-
journments of the Meeting to permit further solicitation of proxies. In
determining whether to adjourn the Meeting, the following factors may be
considered: the nature of the proposals that are the subject of the Meet-
ing, the percentage of votes actually cast, the percentage of negative
votes actually cast, the nature of any further solicitation and the infor-
mation to be provided to shareholders with respect to the reasons for the
solicitation. Any adjournment will require the affirmative vote of a ma-
jority of those Shares represented at the Meeting in person or by proxy. A
shareholder vote may be taken on a proposal prior to any adjournment if
sufficient votes have been received for approval of that proposal. Under
the Trust's Master Trust Agreement, a quorum is constituted by the pres-
ence in person or by proxy of the holders of a majority of the outstanding
Shares of the Trust entitled to vote at the Meeting.
The Board has fixed the close of business on January 23, 1995 as the
record date (the "Record Date") for the determination of shareholders of
the Trust entitled to notice of and to vote at the Meeting. On the Record
Date, the following number of Shares of each Fund were outstanding:
<TABLE>
<CAPTION>
NAME OF FUND SHARES
OUTSTANDING
<S> <C>
Treasury Fund 9,708,423.359
Municipal Fund 9,080,033.634
California Fund 3,095,011.106
New York Fund 7,347,418.301
</TABLE>
As of the Record Date, to the knowledge of the Trust and the Board, no
single shareholder or "group" (as that term is used in Section 13(d) of
the Securities Exchange Act of 1934), beneficially owned more than 5% of
the outstanding Shares of the Trust with the exception of M.D. Sass, 1133
Avenue of the Americas, New York, New York 10036-6710, who owned 5.097% of
the Treasury Fund. As of the Record Date, the officers and Board members
of the Trust beneficially owned less than 1% of the Shares.
As of the Record Date, to the knowledge of the Trust, no shares of Smith
Barney or its ultimate parent corporation, The Travelers Inc. ("Travel-
ers"), were held by Board members who are not interested persons of the
Trust (as that term is used in the Investment Company Act of 1940, as
amended (the "1940 Act")).
In order that your Shares may be represented at the Meeting, you are re-
quested to:
- -- indicate your instructions on the enclosed proxy card;
- -- date and sign the proxy card;
- -- mail the proxy card promptly in the enclosed envelope, which requires
no postage if mailed in the United States; and
- -- allow sufficient time for the proxy card to be received on or before
10:00 a.m., March 19, 1995.
As a business trust formed under the laws of the Commonwealth of Massachu-
setts, the Trust is not required to hold annual shareholder meetings but
may hold special meetings as required or deemed desirable. As indicated
above, the Meeting is being called for the election of ten (10) Trustees
for the Trust.
The Board recommends an affirmative vote on Proposal 1.
PROPOSAL 1: ELECTION OF TRUSTEES
The proposal to be considered at the Meeting is the election of ten (10)
Trustees of the Trust.
Each of the nominees currently serves as a director or trustee of other
investment companies for which Smith Barney serves as principal under-
writer or SBMFM serves as investment adviser and/or administrator. Each
Trustee has consented to serve as a Trustee of the Trust if elected at the
Meeting. If a designated nominee declines or otherwise becomes unavailable
for election, however, the proxy confers discretionary power on the per-
sons named therein to vote in favor of a substitute nominee or nominees.
If elected, the Trustees will hold office without limit in time except
that a Trustee may resign at any time, may elect emeritus status, if eli-
gible, and/or may be removed at any meeting of shareholders called for
that purpose by a majority of the votes entitled to be cast for the elec-
tion of Trustees. In case a vacancy shall exist for any reason, the re-
maining Trustees may fill the vacancy by appointing another Trustee. If at
any time less than a majority of the Trustees holding office have been
elected by shareholders, the Trustees then in office will call a share-
holders' meeting for the purpose of electing Trustees.
Set forth below is a list of the nominees for election to the Trust's
Board of Trustees, together with certain other information:
<TABLE>
<CAPTION>
NUMBER OF
SHARES AND %
BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A
OWNED*** AS OF
TRUSTEESHIPS** DURING THE PAST FIVE YEARS TRUSTEE SINCE
JANUARY 23, 1995
<S> <C> <C>
HERBERT BARG, age 71 --
None
Private Investor.
*ALFRED J. BIANCHETTI, age 72 --
None
Retired; formerly Senior Consultant to Dean Witter
Reynolds.
MARTIN BRODY, age 73 --
None
Vice Chairman of the Board of Restaurant Associates
Industries, Corp. and a Director of Jaclyn, Inc.
DWIGHT B. CRANE, age 57 --
None
Professor, Graduate School of Business Administration,
Harvard University and a Director of Peer Review
Analysis, Inc.
BURT N. DORSETT, age 64 1991
None
Managing Partner of Dorsett McCabe Management, Inc.,
an investment counseling firm and a Director of Research
Corporation Technologies Inc., a non-profit
patent-clearing and licensing firm.
ELLIOT S. JAFFE, age 68 1991
None
Chairman of the Board and President of The Dress Barn,
Inc.
STEPHEN E. KAUFMAN, age 62 --
None
Attorney.
JOSEPH J. MCCANN, age 64 --
None
Financial Consultant; formerly Vice President of Ryan
Homes, Inc.
*HEATH B. MCLENDON, age 61 1991
None
Managing Director of Smith Barney, President of SBMFM
and Chairman of Smith Barney Strategy Advisers Inc.;
prior to July 1993, Senior Executive Vice President
of Shearson Lehman Brothers Inc., Vice Chairman of
Shearson Asset Management.
CORNELIUS C. ROSE, JR., age 61 1991
None
President of Cornelius C. Rose Associates, Inc.,
financial consultants and Director of Performance
Learning Systems, an educational consultant.
<FN>
* "Interested person" of the Trust, as defined in the 1940 Act, by vir-
tue of his position, or a relative's position, as an officer or direc-
tor of the Trust's investment adviser, distributor or one of their af-
filiates.
** Directorships, general partnerships or trusteeships of companies that
are required to report to the Securities and Exchange Commission
("SEC") other than registered investment companies.
*** For this purpose, "beneficial ownership" is defined under Section
13(d) of the Securities Exchange Act of 1934. The information as to
beneficial ownership is based upon information furnished to the Trust
by the nominees.
</TABLE>
No officer, director or employee of Smith Barney or of any parent or sub-
sidiary of Smith Barney receives any compensation from the Trust for serv-
ing as an officer or Trustee of the Trust. The Trust pays each Trustee who
is not an officer, director or employee of Smith Barney or any of its af-
filiates $4,000 per annum plus $500 per in-person meeting attended and re-
imburses each such Trustee for travel and out-of-pocket expenses. The
Trust held eight Board Meetings during the fiscal year ended November 30,
1994, four of which were regular meetings. The aggregate remuneration paid
to Trustees by the Trust for the fiscal year ended November 30, 1994
amounted to $26,738 (including reimbursement for travel and out-of-pocket
expenses).
Upon election, the annual compensation described above will be paid to the
nominees. The table below shows the compensation of the incumbent Trustees
received during the Trust's last fiscal year.
COMPENSATION TABLE
<TABLE>
<CAPTION>
NUMBER OF
PENSION OR TOTAL
COMPENSATION FUNDS FOR
AGGREGATE RETIREMENT BENEFITS FROM TRUST
AND WHICH TRUSTEE
COMPENSATION ACCRUED AS PART FUND
COMPLEX SERVES WITHIN
NAME OF PERSON, POSITION FROM TRUST OF TRUST EXPENSES PAID TO
TRUSTEES FUND COMPLEX
<S> <C> <C> <C>
<C>
Heath B. McLendon,
Chairman of the
Board -- -- --
29
Burt N. Dorsett,
Trustee $6,500 -- $34,300
13
Elliot S. Jaffe,
Trustee $6,500 -- $33,300
13
Cornelius C. Rose, Jr.,
Trustee $6,500 -- $33,300
13
</TABLE>
The Board of Trustees has an Audit Committee consisting of all Trustees
who are not "interested persons" (as defined in the 1940 Act) of the
Trust. The Audit Committee reviews the scope and results of the Trust's
annual audit with the Trust's independent certified public accountants and
recommends the engagement of such accountants. The Audit Committee met
four times during the fiscal year ended November 30, 1994. The Trust does
not have a formal nominating committee, however, when necessary the Audit
Committee performs the functions of a nominating committee. Each incumbent
Trustee attended at least 75% of the meetings of the Board and committees
of which he is a member that were held in the last fiscal year.
The principal officers of the Trust, with the exception of Mr. McLendon,
are listed in the table below. Mr. McLendon was first elected Chairman of
the Board and Investment Officer in 1991. This table shows certain addi-
tional information. Each officer of the Trust holds such office until a
successor has been elected by the Board of Trustees.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE
DURING THE PAST FIVE YEARS (YEAR FIRST
ELECTED)
<S> <C>
JESSICA M. BIBLIOWICZ, age 35
President
Executive Vice President of Smith Barney; prior to 1994, 1995
Director of Sales and Marketing for Prudential Mutual
Funds; prior to 1990, First Vice President, Asset
Management Division of Shearson Lehman Brothers Inc.
JAMES E. CONROY, age 43 Vice
President and
Managing Director of Smith Barney and Investment
Officer --
Managing Director of Greenwich Street Advisors; prior Treasury
Fund
to July 1993, Managing Director of Shearson Lehman 1991
Advisors.
JOSEPH P. DEANE, age 47 Vice
President and
Managing Director of Smith Barney and Investment
Officer --
Managing Director of Greenwich Street Advisors; prior California
Fund
to July 1993, Managing Director of Shearson Lehman 1991
Advisors.
LAWRENCE T. MCDERMOTT, age 47 Vice
President and
Managing Director of Smith Barney and Investment
Officer --
Managing Director of Greenwich Street Advisors; prior Municipal
Fund and
to July 1993, Managing Director of Shearson Lehman New York
Fund
Advisors. 1991
CHRISTINA T. SYDOR, age 43
Secretary
Managing Director of Smith Barney; General Counsel and 1994
Secretary of SBMFM.
LEWIS E. DAIDONE, age 37 Senior Vice
President
Managing Director of Smith Barney; Director and Senior and
Treasurer
Vice President of SBMFM. 1994
</TABLE>
REQUIRED VOTE
Election of the listed nominees for Trustees of the Trust must be approved
by a plurality of the votes cast at the Meeting in person or by proxy
("Plurality Vote").
THE TRUSTEES, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS, RECOMMEND
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
SUBMISSION OF SHAREHOLDER PROPOSALS
The Trust is not generally required to hold annual or special sharehold-
ers' meetings. Shareholders wishing to submit proposals for inclusion in a
proxy statement for a subsequent shareholders' meeting should send their
written proposals to the Secretary of the Trust at the address set forth
on the cover of this proxy statement. Shareholder proposals for inclusion
in the Trust's proxy statement for any subsequent meeting must be received
by the Trust a reasonable period of time prior to any such meeting.
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders holding at least 10% of the Trust's outstanding voting secu-
rities (as defined in the 1940 Act) may require the calling of a meeting
of shareholders for the purpose of voting on the removal of any Board mem-
ber of the Trust. Meetings of shareholders for any other purpose also
shall be called by the Board members when requested in writing by share-
holders holding at least 10% of the Shares then outstanding or, if the
Board members shall fail to call or give notice of any meeting of share-
holders for a period of 30 days after such application, shareholders hold-
ing at least 10% of the Shares then outstanding may call and give notice
of such meeting.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at the Meeting,
nor is it aware that any shareholder intends to do so. If, however, any
other matters are properly brought before the Meeting, the persons named
in the accompanying proxy card will vote thereon in accordance with their
judgment.
February 3, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE
AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
VOTE THIS PROXY CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
(Please Detach at Perforation Before Mailing)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . .
. . . . . . . . . . . . . .
Please indicate your vote by an "X" in the appropriate box below.
This proxy, if properly executed, will be voted in the manner directed by
the undersigned shareholder.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS.
Please refer to the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF TRUSTEES * FOR all
nominees listed * WITHHOLD AUTHORITY
Herbert Barg, Alfred J. Bianchetti, Martin Brody, Dwight B. Crane,
(except as marked to to vote for all nominees listed
Burt N. Dorsett, Elliot S. Jaffe, Stephen E. Kaufman,
the contrary below)
Joseph J. McCann, Heath B. McLendon, Cornelius C. Rose, Jr.
(Instruction: To withhold authority to vote for any individual,
write his name on the line provided below.)
_____________________________________________________________________
__
SMITH BARNEY INCOME TRUST PROXY SOLICITED
BY THE BOARD OF TRUSTEES
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor and
Caren A. Cunningham, and each of them, attorneys and proxies for the
undersigned, with full powers of substitution and revocation, to represent
the undersigned and to vote on behalf of the undersigned all shares of
Smith Barney Income Trust which the undersigned is entitled to vote at a
Special Meeting of Shareholders of the Trust to be held at the offices of
the Trust, 388 Greenwich Street, New York, New York, on March 20, 1995 at
9:00 a.m., and any adjournments thereof. The undersigned hereby
acknowledges receipt of the Notice of Meeting and Proxy Statement, and
hereby instructs said attorneys and proxies to vote said shares as
indicated hereon. In their discretion, the proxies are authorized to vote
upon such other business as may properly come before the Meeting. A
majority of the proxies present and acting at the Meeting in person or by
substitute (or, if only one shall be so present, then that one) shall have
and may exercise all of the power and authority of said proxies hereunder.
The undersigned hereby revokes any proxy previously given.
NOTE:
Please sign exactly as your name appears on this Proxy.
If joint owners,
EITHER may sign this Proxy. When signing as
attorney, executor,
administrator, trustee, guardian or corporate
officer, please give your full
title.
Date , 1995
Signature(s)
PLEASE SIGN, DATE AND RETURN
PROMPTLY IN THE ENCLOSED ENVELOPE
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