Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the 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 Rule 14a-11(c) or Rule 14a-12
Smith Barney Intermediate Municipal Fund, Inc.
(Name of Registrant as Specified in its Charter)
Gordon Swartz
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No longer applicable
[ ] $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 the
transaction applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1. Set forth the amount on which the filing fee is calculated and
state how it was determined.
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
388 Greenwich Street
New York, New York 10013
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
------------------------
To Be Held on April 21, 1999
To the Stockholders of Smith Barney Intermediate Municipal Fund, Inc.:
The Annual Meeting of Stockholders of Smith Barney Intermediate Municipal
Fund, Inc. (the "Fund") will be held at the Fund's offices at 388 Greenwich
Street, New York, New York, 22nd Floor, on April 21, 1999 at 9:00 A.M. (New York
Time) for the following purposes:
1. To elect two Class I directors and three Class III directors,
each to hold office for the term indicated and until his or her successor
shall have been elected and qualified;
2. To ratify the selection of KPMG LLP as independent auditors of
the Fund; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The Board of Directors has fixed the close of business on March 3, 1999 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, New York
March 25, 1999
------------------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON
OR BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR
YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
388 Greenwich Street
New York, New York 10013
------------------------
PROXY STATEMENT
------------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 21, 1999
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Smith Barney Intermediate Municipal
Fund, Inc. (the "Fund") of proxies to be voted at the Annual Meeting of
Stockholders (the "Meeting") of the Fund, to be held at the Fund's principal
executive offices at 388 Greenwich Street, 22nd Floor, New York, New York 10013,
on April 21, 1999 at 9:00 A.M. (New York Time), and at any adjournments thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders (the "Notice").
The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made mainly by mail. In addition, certain officers,
directors and employees of the Fund; Salomon Smith Barney Inc. ("Salomon Smith
Barney"), which makes a market in the Fund's shares; SSBC Fund Management Inc.
("SSBC" or the "Manager") (formerly Mutual Management Corp.), the Fund's
investment manager; and/or First Data Investor Services Group, Inc. ("FDIS"),
the Fund's transfer agent, may solicit proxies in person or by telephone,
telegraph, or mail. Salomon Smith Barney and SSBC are each located at 388
Greenwich Street, New York, New York 10013; FDIS is located at 53 State Street,
Boston, Massachusetts 02109.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended December 31, 1998, has previously been furnished to all
stockholders of the Fund. This proxy statement and form of proxy are first being
mailed to stockholders on or about March 25, 1999. The Fund will provide
additional copies of the annual report to any stockholder upon request by
calling the Fund at 1-800-331-1710.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals. 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 entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not
<PAGE>
have discretionary power) will be treated as shares that are present but which
have not been voted. Because the requisite approval of both proposals is
measured by a portion of the votes actually cast, abstentions and broker
"non-votes" will have no impact on the approval of a proposal. Proposal 1
requires for approval the affirmative vote of a plurality of the votes cast at
the Meeting with a quorum present. Proposal 2 requires for approval the
affirmative vote of a majority of the votes cast at the Meeting with a quorum
present. Any proxy may be revoked at any time prior to the exercise thereof by
submitting another proxy bearing a later date, by giving written notice to the
Secretary of the Fund at the Fund's address indicated above, or by voting in
person at the Meeting.
The Board knows of no business other than that specifically mentioned in
the Notice to be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.
The Board of Directors of the Fund has fixed the close of business on
March 3, 1999 as the record date (the "Record Date") for the determination of
stockholders of the Fund entitled to notice of and to vote at the Meeting or any
adjournment thereof. Stockholders of the Fund on that date will be entitled to
one vote on each matter for each share held, and a fractional vote with respect
to fractional shares, with no cumulative voting rights. At the Record Date, the
Fund had outstanding 8,364,164.706 shares of Common Stock, par value $.001 per
share, the only authorized class of stock, of which 8,080,136.000 shares, or
96.60% were held in accounts, but not beneficially owned by, CEDE & CO., as
nominee for The Depository Trust Company, Box 20, Bowling Green Station, New
York, NY 10004-9998. At the Record Date, no other person (including any "group"
as that term is used in Section 13(d) of the Securities Exchange Act of 1934) to
the knowledge of the Board or the Fund, owned beneficially more than 5% of the
outstanding shares of the Fund. As of the Record Date, the officers and Board
members of the Fund in the aggregate beneficially owned less than 1% of the
outstanding shares of the Fund.
In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies may
move for one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to any such proposals. In determining whether to adjourn
the Meeting, the following factors may be considered: the nature of the
proposals that are the subject of the Meeting, the percentage of votes actually
cast, the percentage of negative votes actually cast, the nature of any further
solicitation and the information to be provided to stockholders with respect to
the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares present at the Meeting. The persons
named as proxies will vote in favor of such adjournment those shares which they
are entitled to vote and which have voted in favor of such proposals.
2
<PAGE>
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Fund is currently classified into three
classes. The Board of Directors has nominated two new directors to serve as
Class I directors and two new directors to serve as Class III directors and a
Class III director for re-election; each Class III director that may serve on
the Board has been nominated by the Board of Directors for election at the
Meeting to serve for a term of three years (until the 2002 Annual Meeting of
Stockholders) and each Class I director that may serve on the Board has been
nominated by the Board of Directors for election at the Meeting to serve for a
term of one year (until the 2000 Annual Meeting of Stockholders) or until his or
her successor is elected and qualified. The affirmative vote of a plurality of
the votes cast at the Meeting at which a quorum is present is sufficient to
elect each nominee. It is the intention of the persons named in the enclosed
proxy to vote in favor of the election of the persons listed below as nominees.
The Board knows of no reason why any of the Class I or Class III
nominee(s) listed below will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominees
as the Board may recommend.
Certain information concerning the nominees is set forth below. All of the
nominees currently serve as directors of other Smith Barney mutual funds. Any
director affiliated with the Manager or otherwise considered an "interested
person" of the Fund, as defined in the Investment Company Act of 1940, as
amended (the "1940 Act") is indicated by an asterisk (*).
Persons Nominated for Election as Directors
<TABLE>
<CAPTION>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, Owned as of
Name Other Directorships, and Age March 3, 1999
- ---- ---------------------------- -------------
<S> <C> <C>
CLASS I DIRECTORS
Allan J. Bloostein President of Allan J. Bloostein None
Associates, a consulting firm; Director
of ten investment companies associated
with Salomon Smith Barney. Retired Vice
Chairman and Director of The May
Department Stores Company; Director of
CVS Corporation, a drugstore chain, and
Taubman Centers Inc., a real estate
development company; age 69.
Richard E. Hanson, Jr. Head of School, New Atlanta Jewish None
Community High School, since September
1996; Director of three investment
companies associated with Salomon Smith
Barney. Formerly Headmaster, The Peck
School, Morristown, New Jersey; prior to
July 1, 1994, Headmaster, Lawrence
Country Day School - Woodmere Academy,
Woodmere, New York; age 57.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, Owned as of
Name Other Directorships, and Age March 3, 1999
- ---- ---------------------------- -------------
<S> <C> <C>
CLASS III DIRECTORS
Lee Abraham Retired; Director of three investment None
companies associated with Salomon Smith
Barney. Formerly Chairman and Chief
Executive Officer of Associated
Merchandising Corporation, a major retail
merchandising and sourcing organization;
Director of Galey & Lord, an apparel
manufacturer, Liz Claiborne, a specialty
retailer, R.G. Barry Corp., a footwear
manufacturer and Signet Group plc, a
specialty retailer; age 70.
Jane F. Dasher Investment Officer of Korsant Partners, a None
family investment company; Director of
one investment company associated with
Salomon Smith Barney. Prior to 1997, an
Independent Financial Consultant; age 49.
Donald R. Foley Retired; Director of ten investment 117.418
Director since 1992 companies associated with Salomon Smith (less than
1%)
Barney. Formerly Vice President of Edwin
Bird Wilson, Inc. (advertising); age 76.
</TABLE>
The remainder of the Board currently constitutes the remaining Class I
director and Class II directors, none of whom will stand for election at the
Meeting, as their terms are not due to expire until the year 2000 and 2001,
respectively.
Directors Continuing in Office
<TABLE>
<CAPTION>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, Owned as of
Name Other Directorships, and Age March 3, 1999
- ---- ---------------------------- -------------
<S> <C> <C>
CLASS I DIRECTOR
Heath B. McLendon* Managing Director of Salomon Smith 500.131**
Director since 1995 Barney; Director of fifty-nine investment
companies associated with Salomon Smith (less than 1%)
Barney; Director and President of SSBC
and Travelers Investment Adviser, Inc.
("TIA"); age 65.
CLASS II DIRECTORS
Paul Hardin Professor of Law at the University of None
Director since 1994 North Carolina at Chapel Hill; Director
of twelve investment companies associated
with Salomon Smith Barney; Director of
The Summit Bancorporation. Formerly,
Chancellor of the University of North
Carolina at Chapel Hill; age 67.
Roderick C. Rasmussen Investment Counselor; Director of ten 107.265
Director since 1992 investment companies associated with (less than 1%)
Salomon Smith Barney. Formerly Vice
President of Dresdner and Company Inc.
(investment counselors); age 72.
John P. Toolan Retired; Director of ten investment None
Director since 1992 companies associated with Salomon Smith
Barney; Trustee of John Hancock Funds.
Formerly Director and Chairman of the
Smith Barney Trust Company and Director
of Smith Barney Inc. and the Manager; age 68.
</TABLE>
- ----------
* Designates a Director who is an "interested person" of the Fund as defined
under the 1940 Act.
** Includes shares owned by members of this director's family.
4
<PAGE>
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires the Fund's
officers and directors, and persons who beneficially own more than ten percent
of a registered class of the Fund's equity securities, to file reports of
ownership with the Securities and Exchange Commission, the American Stock
Exchange and the Fund. Based solely upon its review of the copies of such forms
received by it and representations from such persons, the Fund believes that,
during fiscal year 1998, all filing requirements applicable to such persons were
complied with.
The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has an audit
committee composed of all the directors who are not "interested persons" of the
Fund as defined under the 1940 Act (the "independent directors") which is
charged with recommending a firm of independent auditors to the Fund and
reviewing accounting matters with the auditors.
Seven meetings of the Board were held between January 1, 1998 and December
31, 1998, four of which were regular meetings. Two Audit Committee meetings were
also held. No incumbent director attended less than 75% of these meetings.
Only the independent directors receive remuneration from the Fund for
acting as a director. Aggregate fees and expenses (including reimbursement for
travel and out-of-pocket expenses) of $13,732 were paid to such directors by the
Fund during the fiscal year ended on December 31, 1998. Fees for the
independent directors, who also serve as board members of certain other funds
sponsored by or affiliated with Salomon Smith Barney, are currently set at
$42,000 per annum plus a per meeting fee of $100 per fund (or portfolio thereof,
with respect to in-person meetings). None of the officers of the Fund received
any compensation from the Fund for such period. Officers and interested
directors of the Fund are compensated by Salomon Smith Barney.
The following table shows the compensation paid to each person who was a
director of the Fund during the Fund's last fiscal year:
5
<PAGE>
COMPENSATION TABLE
<TABLE>
<CAPTION>
Compensation
from Fund
Aggregate and Fund Total
Compensation Pension or Complex Number of
from Fund Retirement Paid to Directors Funds for
for the Fiscal Benefits Accrued for the Calendar Which Director
Year Ended as part of Year Ended Serves Within
Name of Person 12/31/98 Fund Expenses 12/31/98 Fund Complex
-------------- -------- ------------- -------- ------------
<S> <C> <C> <C> <C>
Joseph H. Fleiss+ $299 0 $32,943 10
Donald R. Foley** 768 0 57,100 10
Paul Hardin 568 0 71,400 12
Heath B. McLendon* 0 0 0 59
Roderick C. Rasmussen 768 0 57,100 10
John P. Toolan** 668 0 54,700 10
</TABLE>
- ----------
* Designates a director who is an "interested person" of the Fund as defined
under the 1940 Act.
** Pursuant to the Fund's deferred compensation plan, the indicated Directors
have elected to defer the following amounts of their compensation from the
Fund: Donald R. Foley: $34, John P. Toolan: $668, and the following
amounts of their total compensation from the Fund Complex: Donald R.
Foley: $21,000, and John P. Toolan: $54,700. During the Fund's most recent
fiscal year ended December 31, 1998, the estate of a deceased director
was paid his previously deferred compensation, which totalled $2,030 from
the Fund and $171,148 from the Fund Complex.
+ Effective January 1, 1998, Mr. Fleiss became a Director Emeritus. Upon
attainment of age 72 the Fund's current directors may elect to change to
emeritus status. Any directors elected or appointed to the Board of
Directors in the future will be required to change to emeritus status upon
attainment of age 80. Directors Emeritus are entitled to serve in emeritus
status for a maximum of 10 years during which time they are paid 50% of
the annual retainer fee otherwise applicable to the Fund's directors,
together with reasonable out-of-pocket expenses for each meeting attended.
During the Fund's last fiscal year, total compensation paid by the Fund to
Directors Emeritus (other than Mr. Fleiss who is covered in the table
above) totalled $76.
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the directors to serve until their respective
successors are elected:
<TABLE>
<CAPTION>
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
- ---- -------------- ------------ -----------------------
<S> <C> <C> <C>
Heath B. McLendon Chairman of the 1995 to date (see table of directors above)
Board, President
and Chief Executive
Officer
Lewis E. Daidone Senior Vice 1992 to date Managing Director of Salomon
President and Smith Barney; Senior Vice
Treasurer President and Treasurer of
certain other investment
companies associated with Salomon
Smith Barney; Director and Senior
Vice President of the Manager and
TIA; 41.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
- ---- -------------- ------------ -----------------------
<S> <C> <C> <C>
Peter M. Coffey Vice President 1992 to date Managing Director of Salomon
Smith Barney and investment
officer of certain other
investment companies associated
with Salomon Smith Barney; 54.
Christina T. Sydor Secretary 1992 to date Managing Director of Salomon Smith
Barney; Secretary of certain other
investment companies associated with
Salomon Smith Barney; Secretary and
General Counsel of the Manager
and TIA; 48.
Paul Brook Controller 1998 to date Director of Salomon Smith Barney
and Controller of certain other
investment companies associated
with Salomon Smith Barney; Prior
to 1998, Managing Director of AMT
Capital Services Inc.; Prior to
1997, Partner with Ernst & Young
LLP; 45.
</TABLE>
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE
INDEPENDENT DIRECTORS, RECOMMENDS THAT YOU VOTE
"FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
On December 4, 1998, based upon the recommendation of the Audit Committee
of the Fund's Board of Directors, and in accordance with Section 32 of the 1940
Act and the rules thereunder, the Board and the independent directors selected
KPMG LLP ("KPMG") as the Fund's independent auditors for the fiscal year ending
December 31, 1999. KPMG also serves as the independent auditors for the Manager,
other investment companies associated with Salomon Smith Barney and for
Citigroup Inc. ("Citigroup"), as of December 31, 1998. Citigroup is the ultimate
parent company of both SSBC and Salomon Smith Barney. KPMG has no direct or
material indirect financial interest in the Fund, the Manager, Citigroup, or any
other investment company sponsored by Salomon Smith Barney or its affiliates.
If the Fund receives a written request from any stockholder at least five
days prior to the Meeting stating that the stockholder will be present in person
at the Meeting and desires to ask questions of the auditors concerning the
Fund's financial statements, the Fund will arrange to have a representative of
KPMG present at the Meeting who will respond to appropriate questions and have
an opportunity to make a statement.
7
<PAGE>
The affirmative vote of a majority of votes cast is required to ratify the
selection of KPMG.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF
INDEPENDENT AUDITORS.
SUBMISSION OF STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at its 2000 Annual Meeting
of Stockholders of the Fund must be received by November 26, 1999 to be
included in the proxy statement and the form of proxy relating to that
meeting as the Fund expects that the 2000 Annual Meeting of Stockholders
will be held in April of 2000. The submission by a stockholder of a proposal
for inclusion in the proxy statement does not guarantee that it will be
included. Stockholder proposals are subject to certain regulations under the
federal securities laws.
The persons named as proxies for the Annual Meeting of Stockholders
for 2000 will have discretionary authority to vote on any matter presented
by a stockholder for action at that meeting unless the Fund receives notice
of the matter by February 9, 2000, in which case these persons will not have
discretionary voting authority except as provided in the Securities and
Exchange Commission's rules governing stockholder proposals.
OTHER MATTERS
The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their judgment on such
matters.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
March 25, 1999
8
FORM OF PROXY
SMITH BARNEY INTERMEDIATE MUNICIPAL FUND, INC.
388 Greenwich Street
New York, New York 10013
This Proxy is Solicited on Behalf of the Board of Directors of the
Fund
The undersigned hereby appoints HEATH B. McLENDON, CHRISTINA T.
SYDOR, and GORDON E. SWARTZ, and each of them acting in the
absence of the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to vote, as designated
herein, all the shares of common stock of Smith Barney Intermediate Municipal
Fund, Inc. held of record by the undersigned on March 3, 1999 at a Meeting
of Stockholders to be held on April 21, 1999 or any adjournment thereof.
[SEE REVERSE SIDE] CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE
SIDE]
[ X ] Please mark
votes as in
this example.
The Board of Directors recommends a vote "FOR" the following
proposals. This proxy, when properly executed, will be voted in the
manner directed herein by the undersigned stockholder. If no
direction is made, this proxy will be voted FOR each nominee for
director and FOR each proposal.
1. ELECTION OF DIRECTORS
Class I Nominees: Allan J. Bloostein and Richard E. Hanson, Jr.
Class III Nominees: Lee Abraham, Jane F. Dasher and Donald R. Foley
FOR WITHHELD
[ ] [ ]
[ ]
For all nominees except as noted above
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT
AUDITORS OF THE FUND FOR THE FISCAL YEAR ENDING DECEMBER 31, 1999.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
[ ]
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Please sign exactly as name appears to the left. When shares
are held by joint tenants, both should sign, or if one signs, that
stockholder's vote binds both stockholders. When signing as attorney,
executor, administrator, agent, trustee or guardian, please give
full title as such. If a corporation, please sign in full corporate
name by President or other authorized officer. If a partnership,
please sign in partnership name by authorized person.
Signature: ____________________________ Date: ______________
Signature: ____________________________ Date: ______________
g:/legal/funds/#sbi/1999/secdocs/proxycrd
