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
Greenwich Street Municipal Fund Inc.
(Name of Registrant as Specified in its Charter)
Marc Schuman
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No fee required
[ ] 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:
Greenwich Street Municipal Fund Inc.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
-----------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
-----------------
To Be Held on September 10, 1998
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 Fund's
offices at 388 Greenwich Street, New York, New York, 22nd Floor, on September
10, 1998 at 9:30 A.M. (New York Time) for the following purposes:
1. To elect three Class II directors of the Fund;
2. To ratify the selection of KPMG Peat Marwick LLP as independent
auditors of the Fund for the fiscal year ended May 31, 1999; 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 July 15, 1998 as
the record date for the determination of shareholders 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
August 12, 1998
-----------------
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>
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 the 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, Executor
<PAGE>
Greenwich Street Municipal Fund Inc.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(800) 451-2010
-----------------
PROXY STATEMENT
-----------------
FOR THE ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 10, 1998
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of Greenwich Street Municipal Fund Inc.
(the "Fund") of proxies to be voted at the Annual Meeting of shareholders (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 September 10,
1998 at 9:30 A.M. (New York Time), and at any adjournments thereof, for the
purposes set forth in the accompanying Notice of Annual Meeting of shareholders
(the "Notice").
The cost of soliciting proxies and the expenses incurred in preparing this
Proxy Statement 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"); Mutual Management Corp. ("MMC" or the
"Manager") (formerly known as Smith Barney Mutual Funds Management Inc.), the
Fund's investment manager, which is an affiliate of Smith Barney; 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 MMC are each located at 388 Greenwich Street, New York, New York 10013;
First Data is located at 53 State Street, Boston, Massachusetts 02109. In
addition, the Fund will reimburse brokerage firms or other record holders for
their expenses in forwarding solicitation materials to beneficial owners of
shares of the Fund.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended May 31, 1998, 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 August 14, 1998. The Fund will provide
additional copies of the Annual Report to any shareholder upon request by
calling the Fund at 1-800-451-2010.
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 listed in the
Notice. 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 indicat-
<PAGE>
ing 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. Because both proposals
require a proportion of votes cast for their approval, abstentions and broker
"non-votes" may influence whether a quorum is present but will have no impact on
the requisite approval of a proposal. A quorum consists of the presence (in
person or by proxy) of the holders of a majority of the outstanding shares of
the Fund entitled to notice of, and to vote at, the Meeting. 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 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 that 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 to the extent
permissible under applicable law.
The Board of Directors of the Fund has fixed the close of business on July
15, 1998 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 or any
adjournment thereof. Shareholders of the Fund as of the Record 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. As of the
Record Date, the Fund had outstanding 5,857,600 shares of Common Stock, par
value $.001 per share, the only authorized class of stock, of which 5,069,239
shares (86.5%) were held but not beneficially owned by CEDE & CO., P.O. Box 20,
Bowling Green Station, New York, NY 10004. As of 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, 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 as a group 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
propose 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 the reasons for the solicitation. Any such adjournment
2
<PAGE>
will require the affirmative vote of a majority of the shares represented 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 II have terms expiring at the Meeting; the Class II
directors currently serving on the Board have been nominated by the Board of
Directors for re-election at the Meeting to serve for a term of three years
(until the year 2001 Annual Meeting of shareholders) 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
II nominees listed below will be unable to serve, and each nominee has consented
to serve if elected, 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. For any
nominee or director indicated as owning shares of the Fund, such ownership
constituted less than 1% of the outstanding shares of the Record Date. All of
the nominees are currently directors of the Fund. 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" of the Fund, as defined in the Investment Company Act of
1940, as amended (the "1940 Act") are indicated by an asterisk (*).
Persons Nominated for Election as Directors
Principal Occupations Number of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age July 15, 1998
----- ---------------------------- ----------------
CLASS II DIRECTORS
Robert A. Frankel Managing Partner of Robert A. Frankel 255.44
Director since 1994 Management Consultants; formerly
Corporate Vice President of the Reader's
Digest Association Inc.; 71.
William R. Hutchinson Vice President-Financial Operations 0.00
Director since 1995 AMOCO Corporation, Director of
Associated Bank and Director of
Associated Banc-Corp.; 55.
Heath B. McLendon* Managing Director of Smith Barney; 673.54590 (a)
Director since 1995 Director of fifty-eight investment
companies associated with Salomon Smith
Barney; President of MMC; Chairman of
Smith Barney Strategy Advisors Inc. and
President of Travelers Investment
Advisers, Inc. ("TIA"). Prior to July
1993, Senior Executive Vice President of
Shearson Lehman Brothers Inc.; Vice
Chairman of Shearson Asset Management;
65.
(a) Includes shares owned by members of this director's family.
3
<PAGE>
The remainder of the Board constitutes the Class I and Class III
directors, none of whom will stand for election at the Meeting, as their terms
will expire in the years 2000 and 1999, respectively.
Directors Continuing in Office
Principal Occupations Number of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age July 15, 1998
---- ----------------------------- ----------------
CLASS I DIRECTORS
Allan J. Bloostein President of Allan J. Bloostein 592.00
Director since 1992 Associates, a consulting firm; retired
Vice Chairman and Director of May
Department Stores; Director of CVS
Corporation and Taubman Centers Inc.;
69.
Martin Brody Consultant, HMK Associates; retired Vice 126.39
Director since 1992 Chairman of the Board of Directors of
Restaurant Associates Corp.; Director of
Jaclyn, Inc.; 77.
CLASS III DIRECTORS
Dwight Crane Professor, Harvard Business School; 60. 574.74
Director since 1992
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require 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 entities 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,
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 in 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.
Six 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
two meetings during the same period. In the last fiscal year, no director
attended less than 75% of these meetings of the Board that were held.
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 $41,647 were paid to such directors by the
Fund during the fiscal year ended on May 31, 1998. Fees for the independent
directors are set at $5,000 per annum and, in addition, these directors receive
$500 for each Board meeting attended in person, $100 for each telephonic board
meeting, plus travel and out-
4
<PAGE>
of-pocket expenses incurred in connection with Board meetings. The out-of-pocket
expenses are borne equally by each individual fund in the group of funds served
by the same Board Members. 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.
The following table shows the compensation paid by the Fund to each person
who was a director during the Fund's last fiscal year:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Number of
Aggregate Pension or Retirement Funds for Which
Compensation Benefits Accrued as part Total Compensation Person Served
Name of Person from Fund of Fund Expenses from Fund Complex Within Fund Complex
-------------- ------------ ------------------------ ------------------ -------------------
<S> <C> <C> <C> <C>
Martin Brody $5,600 $0 $119,814 19
Dwight B. Crane 6,100 0 133,850 22
Allan J. Bloostein 6,600 0 38,500 8
Robert A. Frankel 6,500 0 65,900 8
William R. Hutchinson 6,100 0 35,750 6
Heath B. McLendon* 0 0 0 58
</TABLE>
* Designates a director who is an "interested person" of the Fund.
Upon attainment of age 80, Fund Directors are required to change to
emeritus status. 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 and meeting fees otherwise applicable to Fund Directors, together with
reasonable out-of-pocket expenses for each meeting attended. During the Fund's
last fiscal year, aggregate compensation paid by the Fund to Directors Emeritus
totaled $3,100.
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the Board 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 1992 to date (see table of directors above)
Officer,
Chairman of
the Board and
President
Lewis E. Daidone Senior Vice 1994 to date Managing Director of Smith
President and Barney; Senior Vice President
Treasurer and Treasurer or Executive
Vice President and Treasurer
of fifty-eight investment
companies associated with
Salomon Smith Barney;
Director and Senior Vice
President of MMC and TIA; 41.
Joseph P. Deane Vice President 1993 to date Managing Director of MMC;
and Investment prior to July 1993, Managing
Officer Director of Shearson Lehman
Advisors; 50.
</TABLE>
5
<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 1994 to date Managing Director of Smith
Barney; Secretary or Executive
Vice President and General
Counsel of forty-three
investment companies
associated with Salomon Smith
Barney; Secretary and General
Counsel of MMC and TIA; 47.
Thomas M. Reynolds Controller 1994 to date Director of Smith Barney;
Controller and Assistant
Secretary of certain other
investment companies
associated with Smith Barney;
38.
</TABLE>
The Board of Directors, including all of the independent directors,
recommends that you vote "FOR" the election of all nominees to the Board.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") has been selected as the independent
auditors to audit the accounts of the Fund for and during the fiscal year ending
May 31, 1999 by a majority of the independent directors, which is subject to
ratification by the shareholders at the Meeting. The entire Board concurred in
the selection of KPMG. KPMG also serves as the independent auditors for the
Manager, other investment companies associated with Smith Barney and for
Travelers Group, Inc. ("Travelers"), the ultimate parent company of Smith Barney
and the Manager. 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 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 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 votes cast at the Meeting is
required to ratify the selection of KPMG. The Board of Directors, including all
of the independent directors, recommends that the shareholders vote "FOR" the
ratification of the selection of independent auditors.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1999 Annual Meeting
of the shareholders of the Fund must be received by April 14, 1999 to be
included in the proxy statement and the form of proxy relating to that meeting,
as the Fund expects
6
<PAGE>
that the 1999 Annual Meeting will be held in September of 1999. There are
various requirements regarding proposals of shareholders, and a shareholder
contemplating submission of a proposal is referred to Rule 14a-8 promulgated
under the Securities Exchange Act of 1934.
Pursuant to the Bylaws of the Fund, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Fund. To be timely, any such notice must be delivered to or
mailed and received at Greenwich Street Municipal Fund Inc., c/o Christina T.
Sydor, Secretary, 388 Greenwich Street, New York, NY 10013 not later than 60
days prior to the date of the meeting; provided, however, that if less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, any such notice by a shareholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which notice of the date of the annual meeting was given or such public
disclosure was made.
Any such notice by a shareholder must set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Fund's books, of the shareholder proposing such business,
(iii) the class and number of shares of the capital stock of the Fund which are
beneficially owned by the shareholder, and (iv) any material interest of the
shareholder in such business.
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.
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
August 12, 1998
FORM OF PROXY
GREENWICH STREET MUNICIPAL FUND INC.
Proxy Solicited By the Board of Directors
The undersigned holder of shares of Common Stock of Greenwich Street
Municipal Fund Inc. (the "Fund") a Maryland corporation,
hereby appoints Heath B. McLendon, Christina T. Sydor and Marc Schuman
as
attorneys and proxies for the undersigned with full power of
substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of Common Stock of the
Fund which the undersigned is entitle to vote at the Annual
Meeting of Shareholders of the Fund to be held at the offices of
Smith Barney, 388 Greenwich Street, 22nd Floor, New York, New York, on
September 10, 1998 at 9:30 a.m., and any adjournment or adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of
Meeting and Proxy Statement dated August 12, 1998 and hereby
instructs said attorney 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.
SEE REVERSE SIDE
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
SEE REVERSE SIDE
X Please mark votes as in this example.
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 election of the nominees as directors and
for proposal 2. Please refer to the Proxy Statement for a discussion
of the Proposals.
The Board of Directors recommends a vote "FOR" the following
proposals:
1. ELECTION OF CLASS II DIRECTORS FOR WITHHELD
Nominees: Robert A. Frankel,
Heath B. McLendon and William R.
Hutchinson
_______________________________
For all nominees except as noted above
2. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN
SELECTION OF KPMG PEAT
MARWICK LLP AS THE INDE-
PENDENT AUDITOR FOR THE
FUND FOR THE FISCAL YEAR
ENDING May 31, 1999.
MARK HERE FOR ADDRESS CHANGE AN NOTE AT LEFT
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
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.
Signature: ____________________________ Date: ________________
Signature: ____________________________ Date: ________________
7
