Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
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
Greenwich Street Municipals Fund Inc.
(Name of Registrant as Specified in its Charter)
Mike Kocur
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(i)(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 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.
GREENWICH STREET MUNICIPAL FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------------
TO BE HELD ON SEPTEMBER 12, 1996
--------------------------------
To the Shareholders of Greenwich Street Municipal Fund Inc.:
Notice is hereby given that the Annual Meeting of
Shareholders of Greenwich
Street Municipal Fund Inc. (the "Fund") will be held at the
offices of Smith
Barney, 388 Greenwich Street, 22nd Floor, New York, New York
at 9:00 a.m. on
September 12, 1996 for the following purposes:
1. To elect seven (7) Directors of the Fund (PROPOSAL
1);
2. To ratify the selection of KPMG Peat Marwick LLP as
the independent
auditor of the Fund for the fiscal year ending May 31, 1997
(PROPOSAL 2);
3. To consider and vote upon such other matters as may
come before said
meeting or any adjournment thereof.
The close of business on July 15, 1996 has been fixed
as the record date
for the determination of shareholders entitled to notice of
and to vote at the
meeting and any adjournment thereof.
By Order of the
Board of Directors,
Christina T.
Sydor
Secretary
August 12, 1996
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR
HOLDINGS IN THE FUND.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT
YOU PLEASE COMPLETE
AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED ENVELOPE
WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED
STATES. INSTRUCTIONS
FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE
INSIDE COVER.
<PAGE>
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
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name
of the party
signing should conform exactly to a name shown in the
registration.
3. All Other Accounts: The capacity of the individual
signing the proxy
should be indicated unless it is reflected in the form of
registration.
For example:
Registration
Valid Signature
- ------------ ----
- -----------
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
Custodian 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
<PAGE>
GREENWICH STREET MUNICIPAL FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER12, 1996
------------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with
the solicitation of
proxies by the Board of Directors of Greenwich Street
Municipal Fund Inc. (the
"Fund") for use at the Annual Meeting of Shareholders of the
Fund to be held on
September 12, 1996, at the offices of Smith Barney, 388
Greenwich Street, 22nd
Floor, New York, New York and at any adjournments thereof
(the "Meeting"). A
Notice of Meeting of Shareholders and a proxy card accompany
this Proxy
Statement. Proxy solicitations will be made primarily by
mail, but proxy
solicitations also may be made by telephone, telegraph, or
personal interview
conducted by officers of the Fund and officers and regular
employees of Smith
Barney Mutual Funds Management Inc. ("SBMFM"), the Fund's
investment adviser and
administrator and First Data Investor Services Group, Inc.
("First Data"), the
Fund's transfer agent. The cost of solicitations and the
expense incurred in
connection with preparing the Proxy Statement and its
enclosures will be paid by
the Fund. The Fund will also reimburse brokerage firms and
others for their
expenses in forwarding solicitation materials to the
beneficial owners of
shares. The Annual Report of the Fund, including audited
financial statements
for the fiscal year ended May 31, 1996, has previously been
furnished to all
shareholders of the Fund. This Proxy Statement is first
being mailed to
shareholder on or about August 12, 1996.
If the enclosed Proxy is properly executed and returned
in time to be voted
at the Meeting, the shares of capital stock of the Fund
("Shares") represented
thereby will be voted in accordance with the instructions
marked thereon. Unless
instructions to the contrary are marked thereon, a proxy
will be voted FOR the
matters listed in the accompanying Notice of Annual Meeting
of Shareholders. For
purposes of determining the presence of a quorum for
transacting business at the
Meeting, abstentions and broker "non-votes" (that is,
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 be treated as shares that are present but which have
not been voted.
Approval of Proposal 1 requires the affirmative vote of a
plurality of the votes
cast at the Meeting with a quorum present. Approval of
Proposal 2 requires the
affirmative vote of a majority of the votes cast at the
Meeting with a quorum
present. Because abstensions and broker non-votes are not
treated as shares
voted, abstentions and broker non-votes would have no impact
on such Proposals.
Any shareholder who has given a proxy has the right to
revoke it at any time
1
<PAGE>
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.
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 any
of the proposals
are not received, the persons named as proxies may propose
one or more
adjournments of the Meeting to permit further solicitations
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 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 the reasons for the
solicitation. Any
adjournment will require the affirmative vote of a majority
of the Shares
represented at the Meeting in person or by proxy. A
shareholder vote may be
taken on one of the proposals in this Proxy Statement prior
to such adjournment
if sufficient votes have been received and it is otherwise
appropriate. 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
entitled to vote at
the Meeting.
The close of business on July 15, 1996 has been fixed
for record date of
the determination of shareholders entitled to notice of and
to vote at the
Meeting and all adjournments thereof.
The Fund has one class of common stock which has a par
value of $.01 per
share (the "Common Stock"). On July 15, 1996 , there were
19,558,334 shares of
Common Stock outstanding. Each shareholder is entitled to
one vote for each
Share held and a proportionate fraction of a vote for any
fractional Share held.
As of the Record Date, to the knowledge of the Fund and
its Board, no
single shareholder or "group" (as that term is used in
Section 13(d) of the
Securities and Exchange Act of 1934 (the "Exchange Act")),
except as set forth
below, beneficially owned more than 5% of the outstanding
Shares of the Fund. As
of the Record Date, Cede & Co., a nominee partnership of the
Depository Trust
Company, held 19,114,975 Shares, or 97.73% of the Fund's
Shares. Of the Shares
held by Cede and Co., Smith Barney held of record 17,109,810
Shares, or 87.48%
of the Fund's Shares, for which it has discretionary and non-
discretionary
authority. As of the Record Date, the officers and Board
Members of the Fund as
a group beneficially owned less than 1% of the 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.,
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 a shareholder's Shares may be represented
at the Meeting,
shareholders are required to allow sufficient time for their
proxies to be
received on or before 9:00 a.m. on September 11, 1996.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting is
the election of seven
(7)
2
<PAGE>
Directors of the Fund.
Under the terms of the Fund's Charter, the holders of
Common Stock are to
elect seven Directors of the Fund. Charles Barber, Allan J.
Bloostein, Martin
Brody, Dwight B. Crane, Robert A. Frankel, William R.
Hutchinson and Heath B.
McLendon have previously served as Directors. Mr. Hutchinson
was elected to the
Board of Directors on November 15, 1995. Each nominee has
consented to serve as
a Director 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.
The Fund's Articles of Incorporation and Bylaws provide
that the Board of
Directors will be divided into three classes having initial
terms of one, two
and three years, respectively. At the annual meeting of
stockholders in each
year hereafter, the term of one class will expire and
directors will be elected
to serve in that class for terms of three years. This
provision could have the
effect of limiting the ability of other entities or persons
to acquire control
of the Portfolio by delaying for up to two years the
replacement of a majority
of the Board of Directors. A director may be removed from
office only by a vote
of the holders of at least 75% of the shares of the Fund
entitled to be cast on
the matter.
Set forth below are the names of the nominees for re-
election to the Fund's
Board of Directors, together with certain other information:
Shares Of The
Fund's Common
Name, Age, Principal Occupation and Served as
Stock Beneficially
Other Business Experience During the a Director
Owned As Of
Past Five Years Since
July 15, 1996**
- ------------------------------------ ----------
- ------------------
Charles Barber, age 79 (III)+ 1994
- ---
Consultant; formerly Chairman of the
Board, ASARCO Incorporated
Allan J. Bloostein, age 67 (I)+ 1994
500
Consultant, formerly Vice Chairman of
the Board of May Department Stores
Company; Director of Crystals Brands,
Inc. Melville Corp., R.G. Barry Corp.
and Hechinger Co.
Martin Brody, age 75 (I)+ 1994
106
Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc. an
apparel manufacturer
Dwight B. Crane, age 58 (III)+ 1994
482
Professor, Graduate
School of Business
Administration, Harvard University
3
<PAGE>
Shares Of The
Fund's Common
Name, Age, Principal Occupation and Served as
Stock Beneficially
Other Business Experience During the a Director
Owned As Of
Past Five Years Since
July 15, 1996**
- ------------------------------------ ----------
- ------------------
Robert A. Frankel, age 69 (II)+ 1994
215
Managing Partner of Robert A. Frankel
Managing Consultants. Formerly,
Corporate Vice President of The Readers
Digest Association Inc.
William R. Hutchinson, age 53 (II)+ 1995
- --
Vice President Financial Operations
Amoco Corporation, Director of
Associated Bank since 1981, Director
of Associated Banc-Corp. since 1994.
Heath B. McLendon*, age 63 (II)+ 1994
565.827
Managing Director of Smith Barney
Inc., Chairman of Smith Barney
Strategy Advisers Inc. and President of
SBMFM; prior to July 1993,
Senior Executive Vice President of
Shearson Lehman Brothers Inc.,
Vice Chairman of Asset Management
Division of Shearson Lehman Brothers
Inc., Director of PanAgora Asset
Management, Inc. and PanAgora Asset
Management Limited
- ------------
+ Number (I, II, III) indicates whether director is in
Class I, II or III.
Class I directors will be elected to serve until the
1997 annual meeting
with the position then becoming one for subsequent
three year terms. Class
II directors will be elected to serve until the 1998
annual meeting with
the position then becoming one for subsequent three
year terms. Class III
directors will be elected to serve for three year terms
as of the Meeting.
* Interested person of the Fund as defined in the 1940
Act.
** For this purpose, "beneficial ownership" is defined
under Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange
Act"). This information
as to beneficial ownership is based upon information
furnished to the Fund
by Directors.
Section 16(a) Beneficial Ownership Reporting
Compliance.
Section 16(a) of the Exchange Act requires the Fund's
officers and
directors and persons who beneficially own more than ten
percent of the Fund's
Common Stock, to file reports of ownership with the
Securities and Exchange
Commission, the New York Stock Exchange, Inc. and the Fund.
Based solely upon
its review of the copies of such forms received by it and
representations from
certain such persons, the Fund believes that during its
fiscal year ended May
31, 1996, all filing requirements ap-
4
<PAGE>
plicable to such persons were complied with.
The names of the principal officers of the Fund, with
the exception of Mr.
McLendon are listed in the table below together with certain
additional
information. Mr. McLendon was elected Chairman of the Board
in 1994. Each of the
officers of the Fund will hold such office until a successor
is voted upon by
the Board of Directors.
Principal
Occupations and
Position other
Affiliations During
Name and Age (Year First Elected) the
Past Five Years
- ---------------------- ---------------------- ----------
- --------------------
Jessica M. Bibliowicz, President (1995) Executive
Vice President of
age 36 Smith
Barney Inc., Chairman
and Chief
Executive Officer of
SBMFM;
prior to 1994, Director
of Sales
and Marketing for
Prudential
Mutual Funds; prior
to 1991,
First Vice President,
Asset
Management Division of
Shearson
Lehman Brothers Inc.
Lewis E. Daidone, Senior Vice President; Managing
Director of Smith
age 38 and Treasurer (1994) Barney
Inc.; Chief Financial
Officer,
Director and Senior
Vice
President of SBMFM.
Joseph P. Deane, Vice President and Managing
Director of SBMFM;
age 40 Investment Officer(1994) prior to
July 1993, Managing
Director
of Shearson Lehman
Advisors.
Christina T. Sydor, Secretary (1994) Managing
Director of Smith
age 45 Barney
Inc.; General Counsel
and
Secretary of SBMFM.
The principal business address of Ms. Bibliowicz, Mr.
Deane, Mr. Daidone
and Ms. Sydor is 388 Greenwich Street, New York, New York
10013. None of the
executive officers of the Fund owns any shares of the Fund.
No officer, director or employee of the Fund's
investment adviser or
administrator receives any compensation from the Fund for
serving as an officer
or director of the Fund. The Fund pays each Director who is
not a director,
officer or employee of the Fund's investment adviser or
administrator a fee of
$5,000 per year plus $500 per regular meeting. The Fund also
reimburses each
Director for actual out of pocket expenses relating to
attendance at meeting.
The aggregate compensation paid by the Fund to such
Directors during the fiscal
year ended May 31, 1996 amounted to $40,250.
5
<PAGE>
Number of
Total
Funds forwhich
Total Compensation
Serves Director
Compensation from Fund and
Within Fund
Name of Person from Fund Fund Complex
Complex
- -------------- ------------ -------------
- ---------------
Charles Barber* $7,000 $38,500
6
Martin Brody $7,000 $112,700
19
Dwight Crane $7,000 $143,350
22
Allan Bloostein $7,000 $87,600
8
Robert Frankel $7,000 $65,300
8
William R. Hutchinson $5,250 $28,875
6
Heath B. McLendon -- --
42
- ------------
* Pursuant to the Fund's deferred compensation plan, Mr.
Barber elected,
effective January 2, 1996, to defer the payment of some
or all of the
compensation due to him from the Fund.
During the fiscal year ended May 31, 1996 the Directors
of the Fund met
4 times. Each Director attended at least 75% of the meetings
held during the
period they were in office. The Fund has no compensation or
nominating committee
of the Board of Directors, or any committee performing
similar functions. The
Fund's Audit Committee is comprised of those Directors who
are not "interested
persons" of the Fund as defined in the 1940 Act. The Audit
Committee is
responsible for recommending the selection of the Fund's
independent accountants
and reviewing all audits as well as non-audit accounting
services performed for
the Fund. During the fiscal year ended May 31, 1996 the
Audit Committee met
three times. All of the Audit Committee members attended the
meetings.
Election of the listed nominees for Director will
require the affirmative
vote of a plurality of the votes cast.
THE BOARD OF THE FUND, INCLUDING ALL THE INDEPENDENT BOARD
MEMBERS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE
BOARD.
PROPOSAL 2: TO RATIFY THE SELECTION OF KMPG PEAT MARWICK LLP
AS THE INDEPENDENT
AUDITOR FOR THE FUND FOR THE FISCAL YEAR ENDING
MAY 31, 1997
The second proposal to be considered at the Meeting is
the ratification of
the selection of KMPG Peat Marwick LLP ("Peat Marwick") as
the independent
public accountants for the Fund for the fiscal year ending
May 31, 1997.
On February 28, 1996, 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 voted to appoint
Peat Marwick as the
Fund's independent auditor for the fiscal year ending May
31, 1997. Peat Marwick
also
6
<PAGE>
serves as independent auditor for SBMFM, other investment
companies
associated with SBMFM and for SBMFM's ultimate parent
corporation, Traveler's
Group, Inc. ("Travelers"). Peat Marwick has no direct or
material indirect
financial interest in the Fund, SBMFM, Travelers or any
other investment company
sponsored by SBMFM or its affiliates.
Coopers & Lybrand L.L.P. ("Coopers & Lybrand") served
as the Fund's
independent public accountants for the fiscal year ended May
31, 1995. On May
24, 1995, based upon 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 voted to appoint Peat Marwick as the
Fund's independent
accountants for the fiscal year ending May 31, 1996. During
the fiscal year
ended May 31, 1995, Coopers & Lybrand's report on the Fund's
financial
statements contained no adverse opinion or disclaimer or
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
statements
disclosure, 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.
Ratification of the selection of Peat Marwick as
independent auditor
requires the affirmative vote of the majority of the votes
cast at the Meeting
in person or by proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-
INTERESTED" DIRECTORS,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF
INDEPENDENT AUDITOR.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do not intend to present any other
business at the Meeting,
nor are they aware that any shareholder intends to do so.
If, however, any other
matters are properly brought before the Meeting, the persons
named as proxies in
the accompanying form of proxy will vote thereon in
accordance with their
judgment.
7
<PAGE>
SHAREHOLDERS' REQUEST FOR SPECIAL
MEETING
Shareholders entitled to cast at least 25% of all votes
entitled to be cast
at a meeting may require the calling of a meeting of
shareholders for the
purpose of voting on the removal of any Director of the
Fund. Meetings of
shareholders for any other purpose also shall be called by
the Chairman of the
Board, the President or the Secretary of the Fund when
requested in writing by
shareholders entitled to cast at least 25% of all votes
entitled to be cast at
the Meeting.
SUBMISSION OF SHAREHOLDERS' PROPOSALS
All proposals by shareholders of the Fund which are
intended to be
presented at the Fund's next Annual Meeting of Shareholders
to be held in 1997
must be received by the Fund for consideration for inclusion
in the Fund's proxy
statement and proxy relating to that meeting no later than
July 15, 1997.
August 12, 1996
---------------------
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE
AND SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
8
