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 Precious Metals and Minerals Fund Inc.
(Name of Registrant as Specified In Its Charter)
Paula J. Gilligan
(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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shared/sharsn2/TRAK/proxy/3-94crd4.doc
SMITH BARNEY PRECIOUS METALS AND MINERALS FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on February 15, 1995
To the Shareholders of:
SMITH BARNEY PRECIOUS METALS AND MINERALS FUND INC.
Notice is hereby given that a Special Meeting of shareholders of Smith
Barney Precious Metals and Minerals Fund Inc. (the "Fund"), a Maryland
corporation, will be held at 388 Greenwich Street, 22nd Floor, New York,
New York on February 15, 1995 commencing at 9:00 a.m. for the following
purposes:
1. To elect ten (10) Directors of the Fund (PROPOSAL 1);
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
accountants for the Fund for the fiscal year ending October 31, 1995
(PROPOSAL 2); and
3. To transact such other business as may properly come before the Spe-
cial Meeting or any adjournments thereof.
Proposals 1 and 2 are discussed in greater detail in the attached Proxy
Statement. The close of business on December 22, 1994 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 Directors,
CHRISTINA T. SYDOR
Secretary
December 29, 1994
SHAREHOLDERS OF THE FUND 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 Fund 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 PRECIOUS METALS AND MINERALS FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 15, 1995
PROXY STATEMENT
This Proxy Statement is being solicited by the Board of Directors (the
"Board") of Smith Barney Precious Metals and Minerals Fund Inc. (the
"Fund") for use at a special meeting of shareholders (the "Meeting") to be
held on February 15, 1995, or any adjournment or adjournments thereof. The
Meeting will be held at 388 Greenwich Street, New York, New York at the
time specified 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 Fund; Smith Barney Inc. ("Smith Barney"), the distributor of shares of
the Fund; Smith Barney Strategy Advisers Inc. ("SBSA"), the investment ad-
viser for the Fund; Lehman Brothers Global Asset Management Limited
("LBGAM"), the sub-investment adviser for the Fund; Smith Barney Mutual
Funds Management Inc. ("SBMFM") (formerly known as Smith Barney Advisors,
Inc.), the administrator of the Fund; The Boston Company Advisors, Inc.,
("Boston Advisors"), the sub-administrator for the Fund; and/or The Share-
holder Services Group, Inc., a subsidiary of First Data Corporation
("TSSG") and the transfer agent of the Fund. The costs of the proxy solic-
itation and expenses incurred in connection with the preparation of this
Proxy Statement and its enclosures will be paid by the Fund. The Annual
Report of the Fund, including audited financial statements for the fiscal
year ended October 31, 1994, accompanies this proxy statement.
The Fund currently issues four classes of shares of beneficial interest
("Shares"), but for purposes of the matters to be considered at the Meet-
ing, 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 instructions to the contrary
are marked on the proxy, it will be voted FOR matters listed in the accom-
panying 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 Fund at
the above address prior to the date of the Meeting. For purposes of deter-
mining 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 bene-
ficial owner or other persons entitled to vote Shares on a particular mat-
ter with respect to which the brokers or nominees do not have discretion-
ary 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 Fund's By-Laws, a quorum is constituted by the presence in person or
by proxy of the holders of a majority of the outstanding Shares of the
Fund entitled to vote at the Meeting.
The Board has fixed the close of business on December 22, 1994 as the
record date (the "Record Date") for the determination of shareholders of
the Fund entitled to notice of and to vote at the Meeting. On the Record
Date, 3,694,648,888 Shares of the Fund were outstanding. As of the Record
Date, to the knowledge of the Fund 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 Fund. As of the Record Date, the officers and Board members of the
Fund beneficially owned less than 1% of the Shares.
As of the Record Date, no shares of Smith Barney or its ultimate parent
corporation, The Travelers 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 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., February 14, 1995.
As a corporation formed under the laws of the State of Maryland, the Fund
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) Directors for the Fund and to
ratify selection of the independent accountants.
The Board recommends an affirmative vote on Proposals 1 and 2.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting is the election of ten
(10) Directors of the Fund.
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 administrator. Each Director has consented to
serve as a Director of the Fund if elected at the Meeting. If a designated
nominee declines or otherwise becomes unavailable for election, however,
the proxy confers discretionary power on the persons named therein to vote
in favor of a substitute nominee or nominees.
If elected, the Directors will hold office without limit in time except
that a Director may resign at any time, may elect emeritus status at any
time and is required to so elect at age 80 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 election of Directors. In case a vacancy shall
exist for any reason, the remaining Directors may fill the vacancy by ap-
pointing another Director. If at any time less than a majority of the Di-
rectors holding office have been elected by shareholders, the Directors
then in office will call a shareholders' meeting for the purpose of elect-
ing Directors.
Set forth below is a list of the nominees for election to the Fund's Board
of Directors, together with certain other information:
<TABLE>
<CAPTION>
NUMBER OF
SHARES AND %
BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OWNED*** AS OF
DIRECTORSHIPS** DURING THE PAST FIVE YEARS DIRECTOR SINCE DECEMBER 22, 1994
<S> <C> <C>
HERBERT BARG, age 71 1994 None
Private Investor.
*ALFRED J. BIANCHETTI, age 71 1988 None
Retired; formerly Senior Consultant to Dean
Witter Reynolds.
MARTIN BRODY, age 73 1986 None
Vice Chairman of the Board of Restaurant
Associates Industries, Corp. and a Director
of Jaclyn, Inc.
DWIGHT B. CRANE, age 56 1986 None
Professor, Graduate School of Business
Administration, Harvard University and a
Director of Peer Review Analysis, Inc.
BURT N. DORSETT, age 63 1994 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 1994 None
Chairman of the Board and President of The
Dress Barn, Inc.
STEPHEN E. KAUFMAN, age 62 1986 None
Attorney.
JOSEPH J. MCCANN, age 64 1986 None
Financial Consultant; formerly Vice President
of Ryan Homes, Inc.
*HEATH B. MCLENDON, age 61 1986 None
Managing Director of Smith Barney 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, age 60 1994 None
President of Cornelius C. Rose Associates,
Inc., financial consultants and Director of
Performance Learning Systems, an educational
consultant.
<FN>
* "Interested person" of the Fund, as defined in the 1940 Act, by virtue
of his position, or a relative's position, as an officer or director
of the Fund's investment adviser, distributor or one of their affili-
ates.
** 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 Fund
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 Fund for serv-
ing as an officer or director of the Fund. The Fund pays each Director who
is not an officer, director or employee of Smith Barney or any of its af-
filiates $2,000 per annum plus $250 per meeting attended and reimburses
each such Director for travel and out-of-pocket expenses. The Fund pays
each Director emeritus who is not an officer, director or employee of
Smith Barney or any of its affiliates $1,000 per annum plus $125 per meet-
ing attended and reimburses each such Director emeritus for travel and
out-of-pocket expenses. The Fund held seven Board Meetings during the fis-
cal year ended October 31, 1994, four of which were regular meetings. The
aggregate remuneration paid to Directors by the Fund for the fiscal year
ended October 31, 1994 amounted to $24,385 (including reimbursement for
travel and out-of-pocket expenses).
The Board of Directors has an Audit Committee consisting of all Directors
who are not "interested persons" (as defined in the 1940 Act) of the Fund.
The Audit Committee reviews the scope and results of the Fund's annual
audit with the Fund's independent certified public accountants and recom-
mends the engagement of such accountants. The Audit Committee met twice
during the fiscal year ended October 31, 1994. The Board of Directors per-
forms the functions of a nominating committee. Each incumbent Director at-
tended 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 Fund, 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 1986. This table shows certain addi-
tional information. Each officer of the Fund will hold such office until a
successor has been elected by the Board of Directors.
<TABLE>
<CAPTION>
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE
DURING THE PAST FIVE YEARS (YEAR FIRST ELECTED)
<S> <C>
STEPHEN J. TREADWAY, age 47 President
Managing Director of Smith Barney; Director and 1993
President of SBMFM and Trustee of Corporate Realty
Income Trust I.
PAULINE A.M. BARRETT, age 42 Vice President and
Chief Investment Officer and Managing Director Investment Officer
of Fixed Income Securities with LBGAM. 1990
ROBERT PENNELLS, age 42 Investment Officer
Managing Director of Equities with LBGAM. 1991
AISLING O'DUFFY, age 33 Investment Officer
Investment Manager with LBGAM. 1991
CHRISTINA T. SYDOR, age 43 Secretary
Managing Director of Smith Barney and General 1994
Counsel Secretary of SBMFM.
LEWIS E. DAIDONE, age 37 Senior Vice President
Managing Director and Chief Financial Officer and Treasurer
of Smith Barney and Director and Senior Vice 1994
President of SBMFM.
</TABLE>
REQUIRED VOTE
Election of the listed nominees for Directors of the Fund must be approved
by a plurality of the votes cast at the Meeting in person or by proxy
("Plurality Vote").
THE DIRECTORS, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS, RECOMMEND
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
The second proposal to be considered at the Meeting is the ratification of
the selection of KPMG Peat Marwick LLP ("KPMG Peat Marwick") as the inde-
pendent public accountants for the Fund for the fiscal year ending October
31, 1995.
Coopers & Lybrand, L.L.P. ("Coopers & Lybrand") served as the Fund's inde-
pendent accountants for the fiscal year ending October 31, 1994. On Octo-
ber 20, 1994, 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 of Directors of the Fund voted to
appoint KPMG Peat Marwick as the Fund's independent accountants for the
fiscal year ending October 31, 1995.
During the Fund's two most recent fiscal years ending October 31, 1994,
Coopers & Lybrand's reports on the Fund's financial statements contained
no adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope, or accounting principles. During
the same period, there were no disagreements with Coopers & Lybrand on any
matter of accounting principles or practices, financial statement disclo-
sure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Coopers & Lybrand, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report. During this period, there have been no "reportable events" as such
term is described in Item 304(a)(1)(v) of Regulation S-K with respect to
Coopers & Lybrand.
During the Fund's two most recent fiscal years ending October 31, 1994,
the Fund has not consulted with KPMG Peat Marwick on items which (i) con-
cerned the application of accounting principles to a specified transac-
tion, either completed or proposed, or the type of audit opinion that
might be rendered on the Fund's financial statements or (ii) concerned the
subject matter of a disagreement or reportable event with Coopers & Ly-
brand.
The Fund has requested Coopers & Lybrand to furnish it with a letter ad-
dressed to the Securities and Exchange Commission stating whether Coopers
& Lybrand agrees with the statements contained in the paragraphs above. If
the Fund receives a written request from any shareholder at least five
days prior to the Meeting stating that the shareholder will be present in
person at the Meeting and desires to ask questions of Coopers & Lybrand
and KPMG Peat M 1993
US$
[S] [C]
Lehman Brothers Limited (London) 706,825
[/TABLE]
4. CAPITAL
Capital is represented by 900,000 redeemable preference shears and 100,010
ordinary shares, fully paid up.
REPORT OF THE AUDITORS
We have examined the balance sheet of Lehman Brothers Global Asset Manage-
ment Limited, as at December 31, 1993 as presented on pages 2 to 4. This
balance sheet has been drawn up from the statutory accounts legally re-
quired in the United Kingdom. Our examination was made in accordance with
generally accepted auditing standards and, accordingly, included such
tests of the accounting records and such other auditing procedures as we
considered necessary.
In our opinion, the balance sheet referred to above presents fairly the
financial position of Lehman Brothers Global Asset Management Limited at
December 3, 1993.
ERNST & YOUNG
Chartered Accountants
Registered Auditor
London
March 31, 1994
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 DIRECTORS * 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, Stephen E. Kaufman, Elliot S. Jaffe,
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.)
_____________________________________________________________________
__
2. To ratify the selection of *
FOR *AGAINST *ABSTAINED
KPMG Peat Marwick LLP as
independent accountants for the Fund
SMITH BARNEY PRECIOUS METALS AND MINERALS FUND INC. PROXY SOLICITED
BY THE BOARD OF DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor and
Lee D. Augsburger, 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 Precious Metals and Minerals Fund Inc. which the undersigned
is entitled to vote at a Special Meeting of Shareholders of the Fund to be
held at the offices of the Fund, 388 Greenwich Street, New York, New York,
on February 15,1995 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
G:\SHARED\DOMESTIC\CLIENTS\SHEARSON\FUNDS\GOLD\PRXYCARD.DOC
