<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] Soliciting Material Pursuant to
[_] Confidential, For Use of the SS.240.14a-11(c) or SS.240.14a-12
Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
MUNICIPAL PARTNERS FUND II INC.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the 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 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:
________________________________________________________________________________
[_] Fee paid previously with preliminary materials.
[_] 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:
________________________________________________________________________________
SEC 1913 (3-99)
<PAGE>
MUNICIPAL PARTNERS FUND II INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 15, 2000
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Municipal Partners
Fund II Inc. (the "Fund") will be held at 7 World Trade Center, 38th Floor,
Conference Room B, New York, New York, on Thursday, October 12, 2000, at
3:30 p.m., New York time, for the purposes of considering and voting upon the
following:
1. The election of directors (Proposal 1);
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year ending
June 30, 2001 (Proposal 2); and
3. Any other business that may properly come before the Meeting.
The close of business on September 5, 2000 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the Meeting.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE
YOU TO INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN
IT AND RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR
HOW SMALL YOUR HOLDINGS MAY BE.
<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
card 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. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
----------------------------------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------------------
(1) John B. Smith, Cust. ............... John B. Smith
f/b/o John B. Smith, Jr.
UGMA
(2) John B. Smith ...................... John B. Smith, Jr., Executor
<PAGE>
MUNICIPAL PARTNERS FUND II INC.
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Municipal Partners Fund II Inc. (the "Fund") of proxies to
be used at the Annual Meeting of Stockholders of the Fund to be held at 7 World
Trade Center, 38th Floor, Conference Room B, New York, New York, on Thursday,
October 12, 2000, at 3:30 p.m., New York time (and at any adjournment or
adjournments thereof) for the purposes set forth in the accompanying Notice of
Annual Meeting of Stockholders. This proxy statement and the accompanying form
of proxy are first being mailed to stockholders on or about September 15, 2000.
Stockholders who execute proxies retain the right to revoke them in person at
the Meeting or by written notice received by the Secretary of the Fund at any
time before they are voted. Unrevoked proxies will be voted in accordance with
the specifications thereon and, unless specified to the contrary, will be voted
FOR the election of directors and FOR proposal 2. The close of business on
September 5, 2000 has been fixed as the record date for the determination of
stockholders entitled to notice of and to vote at the Meeting. Each stockholder
is entitled to one vote for each full share and an appropriate fraction of a
vote for each fractional share held. On September 5, 2000, there were 6,007,094
shares of the Fund's Common Stock outstanding and 900 shares of the Fund's
Preferred Stock outstanding.
In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's Capital Stock entitled to vote at 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 a date not more than 120 days after the original record date to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies which
they are entitled to vote FOR or AGAINST any such proposal in their discretion.
A stockholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval.
PIMCO Advisors L.P. ("PIMCO Advisors"), whose principal business address is
800 Newport Center Drive, Newport Beach, California 92660 is the Fund's
investment manager. Previously, Value Advisors LLC ("Value Advisors"), a
subsidiary of PIMCO Advisors, served as investment manager to the Fund.
Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser. SBAM is a direct wholly-owned subsidiary of Salomon Smith
Barney Holdings Inc.
SUMMARY OF PROPOSALS
PROPOSAL CLASS OF SHAREHOLDERS SOLICITED
--------------------------------- -------------------------------------------
1. Election of Directors
William D. Cvengros Holders of Preferred Stock and Common Stock
Leslie H. Gelb Holders of Preferred Stock and Common Stock
Jeswald W. Salacuse Holders of Preferred Stock and Common Stock
2. Ratification of Selection of Holders of Preferred Stock and Common Stock
Independent Accountants
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect one Class III Director, to hold office until
the year 2001 Annual Meeting of Stockholders and two Class I Directors to hold
office until the year 2003 Annual Meeting of Stockholers, or thereafter when
their respective successors are duly elected and qualified. The terms of office
of the Class II Directors and the remaining Class III Director expire at the
Annual Meeting of Stockholders in the years 2002 and 2001, respectively, or
thereafter in each case when their respective successors are duly elected and
qualified. The effect of these staggered terms is to limit the ability of other
entities or persons to acquire control of the Fund by delaying the replacement
of a majority of the Board of Directors. Messrs. Cvengros, Gelb and Salacuse
will be voted on by holders of the Fund's Common Stock and Preferred Stock
voting together as a single class.
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. Each of the nominees currently is a member of the Fund's Board of
Directors and has previously been elected as a director by the Fund's
stockholders except Leslie H. Gelb and Jeswald W. Salacuse. The nominees have
indicated that they will serve if elected, but if they should be unable to
serve, the proxy will be voted for any other person determined by the persons
named in the proxy in accordance with their judgment. Mr. Robert L. Rosen
resigned as Director of the Fund on February 25, 2000. The Fund represents that
Mr. Rosen did not resign due to any disagreement with management in connection
with the management of the Fund's affairs.
The following table provides information concerning the nominees for
election as directors:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
JUNE 30, 2000 JUNE 30, 2000
NOMINEES AND PRINCIPAL OCCUPATIONS DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES(A)
------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
NOMINEES TO SERVE UNTIL 2003 ANNUAL MEETING
OF STOCKHOLDERS
CLASS I DIRECTORS
William D. Cvengros*, Co-Chairman; Chief 1997 51 0 0
Executive Officer of PocketVideo
Corporation and formerly Chief
Executive Officer and President of
PIMCO Advisors.
Leslie H. Gelb, Member of Audit Committee; 2000 63 0 0
President, the Council of Foreign
Relations; formerly, Columnist,
Deputy Editorial Page Editor and
Editor, Op-Ed Page, The New York
Times.
NOMINEE TO SERVE UNTIL 2001 ANNUAL MEETING
OF STOCKHOLDERS
CLASS III DIRECTOR
Jeswald W. Salacuse, Member of Audit 2000 62 0 0
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law &
Diplomacy, Tuffs University.
</TABLE>
(footnotes on following page)
2
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The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK PREFERRED STOCK
BENEFICIALLY OWNED, BENEFICIALLY OWNED,
DIRECTLY OR DIRECTLY OR
INDIRECTLY, ON INDIRECTLY, ON
JUNE 30, 2000 JUNE 30, 2000
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR ------------------- -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A) SHARES(A)
------------------------------------------ -------- ---- ------------------- -------------------
<S> <C> <C> <C> <C>
DIRECTORS SERVING UNTIL THE YEAR 2002
ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Charles F. Barber, Member of Audit 1993 83 1,000 0
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
Heath B. McLendon*, Co-Chairman; Managing 1998 67 117 0
Director, Salomon Smith Barney Inc.
("SSB"), President and Director, SSB
Citi Funds Management Inc. and
Travelers Investment Adviser, Inc.
DIRECTORS SERVING UNTIL THE YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS
Dr. Riordan Roett, Member of Audit 1997 62 0 0
Committee; Professor and Director,
Latin American Studies Program, Paul
H. Nitze School of Advanced
International Studies, The Johns
Hopkins University.
</TABLE>
------------------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund's Common and Preferred Stock as of June 30, 2000. Each
director has sole voting and investment power with respect to the listed shares.
In addition to serving as Directors of the Fund, the nominees and each of
the directors also serve as directors of certain other U.S.-registered
investment companies, as described below. Mr. McLendon also serves as a director
for five other investment companies co-advised by Value Advisors and SBAM,
eleven other investment companies solely advised by SBAM, forty-three investment
companies managed and/or administered by SSB Citi, five investment companies
advised by Travelers Investment Management Company, seven investment companies
managed by Travelers Asset Management International Corporation and six
investment companies managed by Citibank. Mr. Barber also serves as a director
of fifteen other investment companies advised by SBAM, two other investment
companies advised by Advantage Advisers, Inc. and three other investment
companies advised by CIBC Oppenheimer Advisors, L.L.C. ("CIBC"). Messrs.
Cvengros and Gelb also serve as directors for five other investment companies
co-advised by PIMCO Advisors and SBAM. Dr. Roett and Mr. Salacuse also serve as
directors for five investment companies co-advised by PIMCO Advisors and SBAM
and four other investment companies solely advised by SBAM.
At June 30, 2000, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Capital Stock.
To the knowledge of management, no person owned of record, or owned
beneficially, more than 5% of the Fund's shares of Capital Stock outstanding at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 5,470,531 shares, equal to approximately 91% of
the outstanding shares of the Fund's Capital Stock.
3
<PAGE>
The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors following the Annual Meeting of Stockholders, to
hold office until the meeting of the Board following the next Annual Meeting of
Stockholders and until their successors are duly elected and qualified. In
addition to Messrs. Cvengros and McLendon, the present executive officers of the
Fund are:
OFFICER
NAME OFFICE AGE SINCE
------------------ ------------------------ --- -------
Stephen J.Treadway President 53 1997
Robert E. Amodeo Executive Vice President 35 1999
Newton B. Schott, Jr. Executive Vice President 58 1997
Lewis E. Daidone Executive Vice President 43 1998
and Treasurer
Christina T. Sydor Secretary 49 1998
Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Chairman and President of PIMCO Funds Distributors LLC ("PFD")
and its predecessor since May 1996. Prior to May 1996, Mr. Treadway was employed
by SSB for more than 18 years, serving in various senior officer positions.
Mr. Schott serves as the Executive Vice President, Chief Administrative Officer,
Secretary and General Counsel to PFD and has held such positions or other senior
officer positions in PFD since May 1990. From November 1994 to December 1996,
Mr. Schott served as Senior Vice President-Legal and Secretary to PIMCO
Advisors, PFD's parent company. Mr. Amodeo has been a Director of SBAM and SSB
since December 1998. From January 1996 to December 1998, he was a Vice President
of SBAM and SSB. Mr. Amodeo joined SSB in October 1988. Mr. Daidone has also
been a Managing Director of SSB since 1990. He is a Director and Senior Vice
President of SSB Citi and Travelers Investment Advisers, Inc., and is the Senior
Vice President, Treasurer and Chief Financial Officer of its mutual fund
complex. Ms. Sydor is also a Managing Director of SSB. She is General Counsel of
SSB Citi and Travelers Investment Advisers, Inc., and also is Secretary of the
investment companies sponsored by SSB.
The Fund's Audit Committee is composed of Messrs. Barber, Roett, Gelb and
Salacuse. The principal functions of the Audit Committee are: (i) to recommend
to the Board the appointment of the Fund's independent accountants; (ii) to
review with the independent accountants the scope and anticipated cost of their
audit; and (iii) to receive and consider a report from the independent
accountants concerning their conduct of the audit, including any comments or
recommendations they might want to make in that connection. This Committee met
once during the fiscal year ended June 30, 2000. The Fund has no nominating or
compensation committees.
During the fiscal year ended June 30, 2000, the Fund's Board of Directors
met four times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to directors by the Fund, as well as by the various other investment
companies advised by Value Advisors and/or SBAM. The following table provides
information concerning the compensation paid during the fiscal year ended
June 30, 2000 and the total compensation paid to each director for the calendar
year ended December 31, 1999. Each of the directors listed below is a member of
the Audit Committee of the Fund and audit and other committees of certain other
investment companies advised by Value Advisors and/or SBAM, and accordingly, the
amounts provided in the table include compensation for service on such
committees. The Fund does not provide any pension or retirement
4
<PAGE>
benefits to directors. In addition, no remuneration was paid during the fiscal
year ended June 30, 2000 by the Fund to Messrs. Cvengros and McLendon, who are
"interested persons," as defined in the 1940 Act.
<TABLE>
<CAPTION>
TOTAL COMPENSATION FROM FUND AND OTHER FUNDS
AGGREGATE COMPENSATION FROM THE FUND FOR ADVISED BY SBAM AND ITS AFFILIATES FOR
NAME OF DIRECTORS FISCAL YEAR ENDED 6/30/00 CALENDAR YEAR ENDED 12/31/99
----------------------------------- ---------------------------------------- --------------------------------------------
DIRECTORSHIPS(A)
<S> <C> <C>
Charles F. Barber.................. $6,550 $135,100(16)
Dr. Riordan Roett.................. 6,550 80,300(10)
Leslie H. Gelb..................... 700 26,400(6)
Jeswald W. Salacuse................ 700 64,600(10)
</TABLE>
------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
** In addition, Mr. Barber received $18,375 in deferred compensation from six
investment companies advised by an affiliate of SBAM.
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 in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Capital Stock, Value Advisors and
SBAM, and their respective directors and officers, to file reports of ownership
and changes in ownership with the Securities and Exchange Commission and the New
York Stock Exchange, Inc. The Fund believes that all relevant persons have
complied with applicable filing requirements during the fiscal year ended
June 30, 2000.
REQUIRED VOTE
The nominees for Director are elected by a plurality of the votes cast by
the holders of shares of the Fund's Common Stock and Preferred Stock voting as a
single class, present in person or represented by proxy at a meeting at which a
quorum is present. For purposes of the election of directors, abstentions and
broker non-votes will not be considered votes cast, and do not affect the
plurality vote required for directors.
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR DIRECTOR.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected PricewaterhouseCoopers LLP
as the Fund's independent accountants for the fiscal year ending June 30, 2001.
The appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by PricewaterhouseCoopers LLP that at June 30, 2000,
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of PricewaterhouseCoopers LLP
will be available at the Meeting to answer questions concerning the audit of the
Fund's financial statements and will have an opportunity to make a statement if
he chooses to do so.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of the Fund's Common Stock and
Preferred Stock, voting together as a single class, present in person or
represented by proxy at a meeting at which a quorum is present. For purposes of
this proposal, abstentions and broker non-votes will not be considered to be
votes cast for the foregoing purpose.
5
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THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2001
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than May 18, 2001. Any stockholder who
desires to bring a proposal at the Fund's 2001 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to Municipal
Partners Fund II Inc., 7 World Trade Center, New York, New York 10048) during
the period from July 13, 2001 to August 13, 2001.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended June 30, 2000 is available, free of charge, by writing to the Fund
c/o Salomon Brothers Asset Management Inc at the address listed on the front
cover, or by calling toll-free 1-888-777-0102.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
Value Advisers or their affiliates, or other representatives of the Fund or by
telephone or telegraph, in addition to the use of mails. Brokerage houses, banks
and other fiduciaries may be requested to forward proxy solicitation material to
their principals to obtain authorization for the execution of proxies, and will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
September 15, 2000
6
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