SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
/ X /
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Filed by a party other than the Registrant
/ /
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Check the appropriate box:
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/ X / Preliminary Proxy Statement
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/ / Confidential, For use of the Commission Only (as
- ---- permitted by Rule 14a-6(e) (2))
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/ / Definitive Proxy Statement
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/ / Definitive Additional Materials
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/ / Soliciting Material Pursuant to Rule 14a-11(c) or
- ---- Rule 14a-12
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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/ X / No fee required.
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/ / Fee computed on table below per Exchange Act Rules 14a
- ---- 6(i)(1) 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
(set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
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/ / Fee paid previously with preliminary materials:
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/ / 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:
PRELIMINARY CONSENT SOLICITATION
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
One Post Office Square
Boston, Massachusetts 02109
April __, 1997
Dear Preferred Shareholder:
The Trustees of the Fund are requesting your written consent
to an amendment to the Fund's Bylaws to permit the Fund to issue
new series of preferred shares as well as additional shares of
the
currently outstanding series. The Bylaws currently permit the
Trust
to issue up to 6,000 shares of Remarketed Preferred [Registered
Trademark] Shares, Series A ("Series A RP [Registered
Trademark]")
without the consent of the Series A RP. Based on the
recommendation of Putnam Investment Management, Inc., ("Putnam")
the Fund's investment adviser, the Trustees of the Fund have
determined that it would be in the best interest of the Fund to
be
able to issue additional series of preferred shares other than
the
Series A RP, in each case subject to the same 6,000 overall
limitation on the authorized number of preferred shares.
The Trustees have approved in principle the issuance of up
to
$81,000,000 in additional preferred shares in one or more new
series of remarketed preferred stock. Issuance of different
series
will permit the Fund to have preferred shares with varying
dividend
rates and periods. The Fund's investments will, of course,
continue
to be subject to the same quality and diversification
requirements
already applicable to the Fund's investments.
The proposed Bylaw amendment does not permit the Fund to
increase the absolute number of preferred shares authorized or to
issue shares senior to the existing RP without consent of the
preferred stockholders. It simply permits the Fund to issue
preferred shares on a parity with the Series A RP in different
series as well as the same series.
Please read the attached Consent Solicitation Statement
carefully for further details about the proposal.
We urge you to complete, sign, and return the enclosed
Consent
by May __, 1997.
Sincerely yours,
George Putnam
Chairman
[Registered Trademark] Registered trademark of Merrill Lynch &
Co.,
Inc.
PUTNAM MUNICIPAL OPPORTUNITIES TRUST
One Post Office Square
Boston, Massachusetts 02109
CONSENT SOLICITATION STATEMENT
The enclosed Consent of Holders of Series A RP is solicited
by
the Trustees of Putnam Municipal Opportunities Trust (the "Fund")
in respect of a proposed amendment to the Bylaws of the Fund
described below.
Holders of record of Series A RP at the close of business on
April 14, 1997 are entitled to consent to the proposed amendment
by
means of the enclosed form of Consent. On that date, there were
800 shares of the Series A RP outstanding and entitled to vote.
This Consent Solicitation Statement was first mailed or delivered
to holders of record on or about April 25, 1997.
Please complete, sign, and return the enclosed form of
Consent
promptly. A postage-paid envelope is enclosed for this purpose.
Consents must be received on or before May [___], 1997 or such
later date as the Fund may announce ("Expiration Date"). A
Consent
may be revoked at any time before that date by written notice to
D.F. King & Co., Inc., 77 Water Street, New York, NY 10005,
("D.F.
King").
APPROVAL OF AMENDMENT TO THE FUND'S BYLAWS
The Trustees of the Fund are seeking the consent of holders
of
the Series A RP to an amendment to the Fund's Bylaws to permit
the
Fund to issue the currently authorized but unissued preferred
shares in separate series in addition to, as is currently
permitted, additional shares of the currently outstanding series.
The form of the proposed amendment is set forth in Exhibit A.
The
Trustees have determined that the proposed amendment is advisable
and recommend that the holders of Series A RP consent to it.
The Bylaws currently provide that, without the consent of
the
holders of a majority of the Series A RP, the Fund may not
authorize, create or issue series of shares of beneficial
interest
ranking prior to or on a parity with the Series A RP with respect
to payment of dividends or the distribution of assets on
liquidation other than the issuance of up to 6,000 shares of
Series
A RP currently authorized. The proposed amendment to the Fund's
Bylaws would permit the Fund to authorize, create and issue
additional series of preferred stock ranking on a parity with the
Series A RP without shareholder approval, subject to the same
overall limitation of 6,000 authorized preferred shares.
This amendment in the Bylaws will allow the Fund more
flexibility in issuing additional preferred shares from time to
time either as Series A RP or as separate series on a parity with
(but not senior to) Series A RP. Issuance of different series
will permit the Fund to have preferred shares with varying
dividend
periods.
The Trustees have approved in principle the issuances of one
or more new series of Remarketed Preferred Shares with an
aggregate
liquidation preference of up to $81 million. It is anticipated
that these series will, like the Series A RP, be rated AAA by
Standard & Poor's and aaa by Moody's.
Although the Fund could issue such new shares as an
additional
Series A RP, the Trustees wish to create series with a shorter
initial dividend periods than the Series A RP. Putnam
anticipates
that additional redemptions and issuances of series of Remarketed
Preferred Shares may be made periodically in response to changing
market conditions. The proposed Bylaw amendment does not permit
the Fund to increase the absolute number of preferred shares
authorized or to issue shares senior to the existing RP without
consent of the preferred stockholders. It simply permits the
Fund
to issue the preferred shares in different series as well as the
same series.
REQUIRED VOTE
Approval of the proposed amendment to the Fund's Bylaws
requires the consent of holders of a majority of the outstanding
shares of Series A RP. If the holders of the shares of the
Series
A RP do not consent to the proposed amendment, it will not be
effected. No consent of the holders of the Fund's common shares
is
required in connection with the proposed amendment.
VOTING PROCEDURES
The form of Consent permits the holder to indicate its
consent, or to withhold its consent, to the proposed amendment,
and
will, unless revoked prior to the Expiration Date, be counted by
the Fund as so indicated. In accordance with New York Stock
Exchange rules, brokerage firms may consent and withhold consent,
respectively, on behalf of their clients who beneficially own
Series A RP and from whom they have not received consents or
withheld consents by May ____, 1997 in the same proportion as
consents and withheld consents have been received from their
clients by that date if (i) the holders of a minimum of 30% of
the
outstanding shares of Series A RP have either consented or
withheld
consent and (ii) holders of less than 10% of the outstanding
shares
of Series A RP have withheld their consent.
MISCELLANEOUS
Ownership of Shares of the Fund. Each share of the Series A
RP is entitled to consent. As of March 31, 1997, the officers
and
Trustees of the Fund owned less than 1% of each of the Fund's
outstanding common shares and Series A RP. To the knowledge of
the
Fund, no person owned beneficially 5% or more of the outstanding
shares of the Series A RP[, except __________, which owned ___
shares, representing __% of the outstanding shares of the Series
A
RP.]
Solicitation of Consents. In addition to the solicitation
of
Consents by mail, Trustees of the Fund and employees of Putnam,
Putnam Fiduciary Trust Company, and Putnam Mutual Fund Corp. may
solicit consents in person or by telephone. The Fund will bear
the
expense of this consent solicitation.
Persons holding shares as nominees will upon request be
reimbursed for their reasonable expenses in soliciting
instructions
from their principals. The Trust has retained at the Fund's
expense D.F. King & Co., Inc., 77 Water Street, New York, NY
10005,
to aid in the solicitation of instructions for nominee accounts,
for a fee not to exceed $1,500 plus reasonable out-of-pocket
expenses for mailing and phone costs.
Date for Receipt of Shareholders' Proposals for 1997 Annual
Meeting. Shareholder proposals must be received by the Fund
before
May 26, 1997 to be considered for inclusion in the proxy
statement
for the Fund's 1997 Annual Meeting.
Investment Adviser. The Fund's Investment Adviser is Putnam
Investment Management, Inc., which is located at One Post Office
Square, Boston, MA 02109.
Administrator. The Fund's administrator is Putnam
Investment
Management, Inc. which is located at One Post Office Square,
Boston, MA 02109.
Annual Report. The Fund will furnish, without charge, a
copy
of the Fund's Annual Report for the most recent fiscal year and
the
most recent semi-annual report to any shareholder upon request.
Such requests should be directed to Putnam Investor Services,
P.O.
Box 41203, Providence, RI 02940-1203 or 1-800-225-1581.
Exhibit A
Additions are indicated by //italics//.
Proposed Bylaw Provision
"Except as otherwise provided herein, so long
as any shares of RP are outstanding, the Trust
shall not, without the affirmative vote or
consent of the Holders of at least a majority
of the shares of RP outstanding at the time,
in person or by proxy, either in writing or at
a meeting (voting separately as one class):
(i) authorize, create or issue, or increase or
decrease the authorized or issued amount of,
any class or series of shares of beneficial
interest ranking prior to or on a parity with
the RP with respect to payment of dividends or
the distribution of assets on liquidation, or
increase or decrease the number of authorized
Preferred Shares (although the Trust may, to
the extent of the amount of Preferred Shares
authorized from time to time, issue additional
shares of RP //or other series of Preferred
Shares on a parity with the RP with respect to
payment of dividends and the distribution of
assets on liquidation (including Preferred
Shares with different dividend rates and
periods)// without such vote or consent); (ii)
amend, alter or repeal the provisions of the
Declaration of Trust and the By-laws,
including this Section 12.1, whether by
merger, consolidation or otherwise, so as to
affect materially and adversely any
preference, right or power of such shares of
RP or the Holders thereof; or (iii) take any
other action (including without limitation
bankruptcy proceedings) which pursuant to
Section 18(a)(2)(D) of the 1940 Act requires
such approval by the Holders; provided that
(i) the issuance of not more than the 6,000
Preferred Shares presently authorized and (ii)
the creation and issuance of series of
Preferred Shares ranking junior to the RP with
respect to payment of dividends and the
distribution of assets on liquidation, will
not be deemed to affect such preferences,
rights or powers unless such issuance would,
at the time thereof, cause the Trust not to
satisfy the 1940 Act RP Asset Coverage or the
RP Basic Maintenance Amount."
CONSENT
in respect of
Remarketed Preferred [Registered Trademark] Shares,
Series A ("Series A RP [Registered Trademark]"), of
PUTNAM MUNICIPAL OPPORTUNITIES TRUST (the "Fund")
Please return this Consent to D.F. King & Co., Inc., 77
Water
Street, New York, NY 10005, (212) 269-5500.
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ALL PROPERLY COMPLETED, EXECUTED AND DATED CONSENTS MUST BE
RECEIVED PRIOR TO 5:00 P.M., EASTERN TIME, ON MAY__, 1997 (AS
SUCH
TIME AND DATE MAY BE EXTENDED, THE "EXPIRATION DATE").
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Consents should not be delivered to any person other than
D.F.
King. Holders of record should not tender or deliver shares of
Series A RP at any time.
The instructions accompanying this Consent should be read
carefully before this Consent is completed. Any questions or
requests for assistance or additional copies of this Consent or
the
Consent Solicitation Statement (as defined herein) may be
directed
to D.F. King at its address and telephone number set forth above.
You may also contact your broker, dealer, commercial bank or
other
nominee for assistance concerning this solicitation of Consents
("Solicitation").
This Solicitation is being made by the Trustees of the Fund
to
holders on the Record Date (as defined herein) of the Series A RP
("Holders") , as more fully described in the accompanying Consent
Solicitation Statement, dated April __, 1997 (the "Consent
Solicitation Statement"). The "Record Date" is the close of
business on April 14, 1997. The Fund anticipates that the
Depository Trust Company ("DTC"), as nominee holder of Series A
RP, will execute an omnibus proxy that will authorize its
participants ("DTC Participants") to consent with respect to the
Series A RP owned by it and held in the name of Cede & Co. as
specified on a DTC position listing as of the Record Date. In
such
case, all references to Holder shall, unless otherwise specified,
include DTC Participants.
[Registered Trademark] Registered trademark of Merrill Lynch &
Co.,
Inc.
Capitalized terms used herein and not otherwise defined
shall
have the meanings ascribed thereto in the Consent Solicitation
Statement or the Fund's Bylaws (the "Bylaws"). The terms of the
Solicitation set forth in the Consent Solicitation Statement are
hereby incorporated herein by reference and form part of the
terms
and conditions of this Consent.
BENEFICIAL OWNERS OF SERIES A RP WHO ARE NOT REGISTERED
HOLDERS AND WHO WANT TO CONSENT TO THE PROPOSED WAIVERS AND
AMENDMENTS MUST:
(1) INSTRUCT THE REGISTERED HOLDER OF THEIR SHARES TO
EXECUTE
A CONSENT AND DELIVER THAT CONSENT TO D.F. KING, AS
INDICATED HEREIN, OR
(2) OBTAIN AN EXECUTED PROXY FROM THE REGISTERED HOLDER AND
DELIVER SUCH PROXY TOGETHER WITH THE EXECUTED CONSENT
TO
D.F. KING.
By execution hereof, the undersigned acknowledges receipt of
the Consent Solicitation Statement and that it understands the
amendment described in the Consent Solicitation Statement.
The undersigned hereby represents and warrants that the
undersigned has full power and authority to give the Consent
contained herein. The undersigned will, upon request, execute
and
deliver any additional documents deemed by the Fund to be
necessary
or desirable to perfect the undersigned's Consent or evidence
such
power and authority.
All authority conferred or agreed to be conferred by this
Consent shall survive the death, incapacity, dissolution or
liquidation of the undersigned and every obligation of the
undersigned under this Consent shall be binding upon the
undersigned's heirs, personal representatives, successors and
assigns.
Unless otherwise indicated below, the undersigned hereby
consents to the proposed amendment to the By-laws of the Fund set
forth in Exhibit A to the Consent Solicitation Statement. This
Consent relates to all shares of Series A RP held of record by
the
undersigned, except those shares of Series A RP held of record by
the undersigned and clearly identified below, if any, that are to
be excluded from this Consent.
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IMPORTANT -- READ CAREFULLY
Registered Holder(s) must execute this Consent exactly as
their name(s) appear(s) on the Series A RP. Authorized DTC
Participant(s) must execute this Consent exactly as their name(s)
are registered with DTC. If shares of Series A RP to which this
Consent relates are held of record by two or more joint
registered
Holders, all such Holders must sign this Consent. If signature
is
by a trustee, executor, administrator, guardian, attorney-in-
fact,
officer of a corporation or other person acting in a fiduciary or
representative capacity, such person should so indicate when
signing and must submit proper evidence satisfactory to the Fund
of
such person's authority so to act.
SIGN HERE
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Signature of Holder(s)
Dated: _______________________________________________________
Name(s): _______________________________________________________
_______________________________________________________
(Please Print)
Capacity: _______________________________________________________
Address: _______________________________________________________
_______________________________________________________
(Include Zip Code)
Area Code and Telephone No.: ( )
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Tax Identification or Social Security No.: ______________________
If you wish to withhold consent to the proposed Bylaw amendment
as
to any shares of Series A RP as to which you are the Holder,
please
indicate the number of shares as to which you are withholding
consent: _________________________________________
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INSTRUCTIONS FOR HOLDERS
FORMING PART OF THE TERMS AND CONDITIONS OF THIS CONSENT
1. Expiration Date; Right to Terminate and/or Amend
Solicitation.
The term "Expiration Date" means 5:00 p.m., Eastern Time, on
May ___, 1997, or such later date to which the Fund, in its
sole discretion, extends the period during which the
Solicitation is open.
2. Delivery of this Consent. Subject to the terms and
conditions
set forth in the Consent Solicitation Statement, a properly
completed and duly executed copy of this Consent must be
received by D.F. King at the address set forth on the first
page of this Consent prior to 5:00 p.m., Eastern Time, on
the
Expiration Date. In all cases, sufficient time should be
allowed to assure timely delivery. Beneficial owners whose
Series A RP are registered in someone else's name (for
example, in the name of DTC or the owner's broker) should
ensure that the Consent is forwarded by the record holder to
D.F. King on a timely basis. All Consents delivered by
facsimile transmission must be followed by delivery of
originally executed Consents.
3. Questions Regarding Validity, Form, Eligibility, Receipt and
Revocation. All questions as to the validity, form,
eligibility, receipt and revocation of any Consent will be
resolved by the Fund, the determination of which shall be
final and binding. The Fund reserves the right to waive any
defects and irregularities. Consents shall not be deemed
to
have been properly given until all defects and
irregularities
have been cured or waived. The Fund's interpretation of the
terms and conditions of the Solicitation shall be conclusive
and binding.
4. Holders Entitled to Consent; Proxies. Only registered
Holders
of the Series A RP as of the Record Date (or holders of a
valid proxy from the Holder) may deliver a Consent. Any
beneficial owner of Series A RP who is not the registered
Holder of such Series A RP must arrange with the registered
Holder (or holder of a valid proxy from the Holder) to
execute
and deliver the Consent on his, her or its behalf.
Any person who wishes to consent but whose Series A RP are
held in the name of a brokerage firm, bank nominee or other
institution must either obtain a valid proxy from such
institution or instruct such institution to execute the
Consent on such person's behalf. The Fund anticipates that
DTC, as nominee holder of Series A RP, will execute an
omnibus
proxy that will authorize DTC Participants to consent with
respect to the Series A RP owned by such DTC Participants
and
held in the name of Cede & Co. as specified on the DTC
position listing as of the Record Date. In such case, all
references to Holder shall, unless otherwise specified,
include DTC Participants.
To be valid, any proxy referred to herein must not have been
revoked.
5. Signatures on this Consent. Consents executed by the
registered Holder of Series A RP should be executed in
exactly
the same manner as the name(s) appear(s) on certificates of
the shares of Series A RP. If shares of Series A RP to
which
a Consent relates are held by two or more joint Holders, all
such Holders should sign the Consent. If a Consent is
signed
by a trustee, executor, administrator, guardian, attorney-in-
fact, officer of a corporation or other registered holder
acting in a fiduciary or representative capacity, such
person
should so indicate when signing and should submit to the
Trustee appropriate evidence of such person's authority to
so
act, along with the Consent. If shares of Series A RP are
registered in different names, separate Consents must be
executed by each such registered Holder. Consents by DTC
Participants whose shares of Series A RP are registered in
the
name of Cede & Co. should be signed in the manner in which
their names appear on the position listing of Cede & Co.
with
respect to the Series A RP.
6. Requests for Assistance or Additional Copies. Requests for
assistance in filling out and delivering Consents or for
additional copies of the Consent Solicitation Statement and
this Consent should be directed to D.F. King & Co., Inc., 77
Water Street, New York, NY 10005, (212) 269-5550. This
Consent should be delivered only to D.F. King.
