SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[XXX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
SMITH BARNEY MUNICIPAL FUND, INC.
(Name of Registrant as Specified In Its Charter)
NANCY W. LE DONNE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[XXX] $125 per Exchange Act Rules 0-11 (c) (1)(ii), 14a-6 (i)(1), or
14a-6(j)(2) or the 1940 Act Rule 20a-1.
[ ] $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:
4) Proposed maximum aggregate value of transaction:
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:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
funds\#sbto\1996\secdocs\proxy.14
SMITH BARNEY MUNICIPAL FUND, INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
---------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
---------------
To Be Held on April 25, 1996
To the Stockholders of Smith Barney Municipal Fund, Inc.:
The Annual Meeting of Stockholders of SMITH BARNEY 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 25, 1996 at 4:00 P.M. (New York Time) for
the following purposes:
1. To elect to the Board one class of directors consisting of two
directors;
2. To consider and act upon the ratification of the selection of KPMG Peat
Marwick 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 stock transfer books will not be closed, but in lieu thereof, the Board
of Directors has fixed the close of business on March 8, 1996 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
April 4, 1996
---------------
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 MUNICIPAL FUND, INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
---------------
PROXY STATEMENT
---------------
FORTHEANNUAL MEETING OF STOCKHOLDERS
TOBEHELDON APRIL 25, 1996
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of the Smith Barney 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 25, 1996 at
4:00 P.M. (New York Time), and at any adjournments thereof, for the purposes set
forth in the accompanying Notice of Annual Meeting of Stockholders.
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; Smith Barney Inc. ("Smith Barney"), the
Fund's distributor; Smith Barney Mutual Funds Management Inc. ("SBMFM" or the
"Manager"), the Fund's investment manager; and/or First Data Investor Services
Group, Inc. ("First Data"), the Fund's transfer agent may solicit proxies in
person or by telephone, telegraph, or mail. Smith Barney and SBMFM are each
located at 388 Greenwich Street, New York, New York 10013; First Data 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, 1995 has previously been furnished to all
shareholders of the Fund. This proxy statement and form of proxy are first being
mailed to shareholders on or about April 4, 1996. The Fund will provide
additional copies of the annual report to any shareholder upon request by
calling the Fund at 1-800-224-7523.
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 have discretionary power) will
<PAGE>
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. Proposal 1
requires for approval the affirmative vote of a plurality of the votes cast at
the Meeting with a quorum present, in person or by proxy by the shareholders of
the Fund voting on the matter. Proposal 2 requires for approval the affirmative
vote of a majority of the votes cast at the Meeting with a quorum present, in
person or by proxy by the shareholders of the Fund voting on the matter. Any
proxy may be revoked at any time prior to the exercise thereof by submitting
another proxy bearing a later date or 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 of Meeting which will 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.
The Board of Directors of the Fund has fixed the close of business on March
8, 1996 as 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 close of business on March 8,
1996, the Fund had outstanding 4,021,161.7 shares of Common Stock, par value
$.001 per share, the only authorized class of stock, of which 3,863,014 shares
(96.1%) were held in accounts but not beneficially owned by CEDE & CO., c/o
Depositary Trust Company, 7 Hanover Square, 23rd Floor, New York, NY 10004. At
the close of business on March 8, 1996, no other person (including any "group"
as that term is used in Section 13(d) of the Exchange Act of 1934) to the
knowledge of the Board of Directors 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 beneficially owned less than 1% of the outstanding
shares of the Fund.
As of the Record Date, to the knowledge of the Fund, no shares of Smith
Barney's ultimate parent corporation, Travelers Group Inc. ("Travelers"), were
held by Board members who are not interested persons of the Fund (as that term
is used in the Investment Company Act of 1940, as amended (the "1940 Act")).
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Meeting and this Proxy Statement are not received by the time
scheduled for the Meeting, the persons named as proxies may move 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 shareholders with respect to
2
<PAGE>
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.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Fund is classified into three classes. The
directors serving in Class III have terms expiring at the Meeting; each Class
III director currently serving on the Board has been nominated by the Board of
Directors for re-election at the Meeting to serve for a term of three years
(until the 1999 Annual Meeting of Stockholders) or until their successors have
been duly elected and qualified.
The Board of Directors of the Fund knows of no reason why any of the Class
III nominees 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 of Directors may recommend.
Certain information concerning the nominees is set forth below. Each of the
nominees is currently a director of the Fund. Mr. Foley has served in such
capacity since the Fund commenced operations. Ms. Bibliowicz became a director
in 1995. Except as indicated, each individual has held the office shown or other
offices in the same company for the last five years. Directors affiliated with
the Manager and considered an "interested person" as defined in the 1940 Act are
indicated by an asterisk(*).
Persons Nominated for Election as Directors
Number of Shares
and
Principal Occupations % Beneficially
During Past Five Years, Owned
Name Other Directorships, and Age March 8, 1996
- ------ ------------------------- ---------------
CLASS III DIRECTORS
Donald R. Foley Retired; Director of ten 2,285
Director since 1992 investment companies (Less than 1%)
associated with Smith Barney.
Formerly Vice President of
Edwin Bird Wilson,
Incorporated (advertising);
73.
Jessica Bibliowicz* Executive Vice President of None
Director since 1995 Smith Barney; President of
thirty-nine investment
companies associated with
Smith Barney and Director of
twelve investment companies
associated with Smith Barney;
President and Chief Executive
Officer of the Manager; prior
to January, 1994, Director of
Sales and Marketing for
Prudential Mutual Funds; prior
to September, 1991, Director,
Salomon Brothers Inc.; 36.
3
<PAGE>
The remainder of the Board constitutes the Class I and Class II directors,
none of whom will stand for election at the Meeting, as their terms will expire
in 1997 and 1998, respectively.
Directors Continuing in Office
Number of Shares
and
Principal Occupations % Beneficially
During Past Five Years, Owned
Name Other Directorships, and Age March 8, 1996
- ------ ------------------------- ---------------
CLASS I DIRECTORS
Joseph H. Fleiss Retired; Director of ten None
Director since 1992 investment companies
associated with Smith Barney.
Formerly, Senior Vice
President of Citibank, Manager
of Citibank's Bond Investment
Portfolio and Money Desk, and
a Director of Citicorp
Securities Co., Inc.; 78.
C. Richard Youngdahl Retired; Director of ten None
Director since 1992 investment companies
associated with Smith Barney
and member of the Board of
Directors of D.W. Rich &
Company, Inc. Formerly,
Chairman of the Board of
Pensions of the Lutheran
Church in America and Chairman
of the Board and Chief
Executive Officer of Aubrey G.
Lanston & Co. (dealers in U.S.
Government Securities) and
President of the Association
of Primary Dealers in U.S.
Government Securities; 80.
Heath B. McLendon* Managing Director of Smith 217
Director since 1995 Barney; Chairman of forty-one (Less than 1%)
investment companies
associated with Smith Barney;
Chairman of the Manager;
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; 62.
CLASS II DIRECTORS
Francis P. Martin Practicing physician; Director None
Director since 1992 of ten investment companies
associated with Smith Barney.
Formerly, President of the
Nassau Physicians' Fund, Inc.;
71.
Roderick C. Rasmussen Investment Counselor; Director None
Director since 1992 of ten investment companies
associated with Smith Barney.
Formerly, Vice President of
Dresdner and Company Inc.
(investment counselors); 69.
Director since 1992 Retired; Director of ten None
investment companies
associated with Smith Barney.
Formerly, Director and
Chairman of the Smith Barney
Trust Company, Director of
Smith Barney and the Manager.
Prior to 1992, Senior
Executive Vice President,
Director and Member of the
Executive Committee of Smith
Barney; 65.
Paul Hardin Professor of Law at the None
Director since 1994 University of North Carolina
at Chapel Hill; Director of
twelve investment companies
associated with Smith Barney;
Director of The Summit
Bancorporation. Formerly,
Chancellor of the University
of North Carolina at
Chapel Hill; 64.
4
<PAGE>
Section 16(a) of the Securities Exchange Act of 1934 and Section 30 (f) of
the 1940 Act each 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, and certain other entities 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,
except for a late filing of a Statement of Changes in Beneficial Ownership for
Travelers Group Inc. and of an Initial Statement of Beneficial Ownership of
Securities for Paul Hardin, the Fund believes that, during fiscal year 1995, 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 or the Manager (the "independent directors") which is charged with
recommending a firm of independent auditors to the Fund and reviewing accounting
matters with the auditors.
Five meetings of the Board of Directors of the Fund were held during the
last fiscal year, four of which were regular meetings. The audit committee held
one meeting during the same period. No director attended less than 75% of these
meetings.
Only the independent directors receive remuneration from the Fund for
acting as a director. Aggregate fees (including reimbursement for travel and
out-of-pocket expenses) of $11,742 were paid to such directors by the Fund
during the fiscal year ended on December 31, 1995. Fees for independent
directors who are directors of a group of funds sponsored by Smith Barney are
set at $40,000 per annum and are allocated based on relative net assets of each
fund in the group. In addition, these Directors receive $100 per fund or
portfolio for each Board meeting attended plus travel and out-of-pocket expenses
incurred in connection with Board meetings. The Board meeting fees and the
out-of-pocket expenses are borne equally by each individual fund or portfolio in
the group. 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 the Manager or by Smith Barney.
5
<PAGE>
The following table shows the compensation paid by the Fund to each
incumbent director during the Fund's last fiscal year:
<TABLE>
COMPENSATION TABLE
<CAPTION>
Number of
Aggregate Pension or Retirement Total Compensation Funds for Which
Compensation Benefits Accrued as part from Fund Complex Director Serves
Name of Person from Fund of Fund Expenses Paid to Directors Within Fund Complex
-------------- --------- ---------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Jessica Bibliowicz* $ 0 $0 $ 0 12
Joseph H. Fleiss 472 0 53,300 10
Donald R. Foley 572 0 56,100 10
Paul Hardin 372 0 50,500 12
Francis P. Martin 572 0 56,100 10
Heath B. McLendon* 0 0 0 41
Roderick C. Rasmussen 572 0 56,100 10
John P. Toolan 572 0 56,100 10
C. Richard Youngdahl 472 0 53,300 10
</TABLE>
- ----------
* Designates an "interested director."
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 Chief Executive Officer and 1995 to date (see table of directors
Chairman of the Board above)
Jessica Bibliowicz President and Director 1995 to date (see table of directors
above)
Lewis E. Daidone Senior Vice President and 1992 to date Managing Director of
Treasurer Smith Barney; Senior Vice
President and Treasurer
of the other investment
companies associated with
Smith Barney; Director
and Senior Vice President
of the Manager; 38.
Peter M. Coffey Vice President 1992 to date Managing Director of
Smith Barney; Vice
President of the Manager
and certain other
investment companies
associated with Smith
Barney; 51.
</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>
Christina T. Sydor Secretary 1992 to date Managing Director of
Smith Barney; Secretary
of the other investment
companies associated with
Smith Barney; Secretary
and General Counsel of
the Manager; 45.
Thomas M. Reynolds Controller and Assistant 1992 to date Director of Smith Barney;
Secretary Controller and Assistant
Secretary of certain
other investment
companies associated with
Smith Barney. Prior to
September 1991, Assistant
Treasurer of Aquila
Management Corporation
and its associated
investment companies; 36.
</TABLE>
The Board of Directors, including all of the independent Board members,
recommends that you vote "FOR" the election of nominees to the Board.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") have been selected as the independent
auditors to audit the accounts of the Fund for and during the fiscal year ending
December 31, 1996 by a majority of the independent directors by a vote cast in
person subject to ratification by the stockholders at the Meeting (the entire
Board concurred in the selection). KPMG also serves as the independent auditors
for the Manager, other investment companies associated with Smith Barney and for
Travelers. KPMG has no direct or material indirect financial interest in the
Fund, the Manager, Travelers or any other investment company sponsored by 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.
The affirmative vote of a majority of shares present and voting at the
Meeting is required to ratify the selection of KPMG. The Board of Directors,
including all of the independent Board members, recommends that the stockholders
vote "FOR" the ratification of the selection of independent auditors.
7
<PAGE>
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997 Annual Meeting
of the Stockholders of the Fund must be received by December 15, 1996 to be
included in the proxy statement and the form of proxy relating to that meeting
as the Fund expects that the 1997 Annual Meeting will be held in late April of
1997.
OTHER MATTERS
The management 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.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
April 4, 1996
8
SMITH BARNEY MUNICIPAL FUND, INC.
388 Greenwich Street
New York, New York 10013
This Proxy is Solicited on Behalf of the
Directors of the Fund.
The undersigned hereby appoints HEATH B. McLENDON
and LEWIS E. DAIDONE, 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 Municipal Fund, Inc. held of record by the
undersigned on March 8, 1996 at a Meeting of Stockholders to
be held on April 25, 1996 or any adjournment thereof.
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 each proposal .
EXCEPT
1. ELECTION OF CLASS III DIRECTORS
Nominees: D.R. Foley and J. Bibliowicz
FOR WITHHELD FOR AGAINST ABSTAIN
(Instructions: To withhold authority to vote for any
individual nominee write that nominee's name on the space
provided above and check box to the left.)
2.PROPOSAL TO RATIFY THE SELECTION
OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
AUDITORS OF THE FUND.
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
Signature if held jointly
Dated:
,1996
