SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [XX]
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 " 240.14a-11(c) or "
240.14a12
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
(Name of Registrant as Specified In Its Charter)
Nancy Le Donne, Christina Sydor
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11 (c) (1)(ii), 14a-6 (i)(1),
or 14a-6(j)(2) or the 1940 Act Rule 20a-1.
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a
6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how
it was determined.
[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule
and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
GREENWICH STREET CALIFORNIA MUNICIPAL FUND
INC. 388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ------------
----------
TO BE HELD ON DECEMBER 29, 1995 ----------------
------
To the Stockholders of Greenwich Street California Municipal Fund Inc.:
The Annual Meeting of Stockholders of Greenwich Street California
Municipal
Fund Inc. (the "Fund") will be held at the Fund's offices at 388
Greenwich Street, New York, New York, 22nd Floor, on December 29, 1995
at 10:00 A.M. (New York Time) for the following purposes:
1. To elect nine directors, each to hold office for the term
indicated and until his successor shall have been elected and
qualified;
2. To ratify the selection of KPMG Peat Marwick LLP as independent
auditors of the Fund; and
3. To transact such other business as may properly come before the
meeting or any adjournments thereof.
The stock transfer books will not be closed, but in lieu thereof, the
Board
of Directors has fixed the close of business on November 17, 1995 as the
record date for the determination of stockholders 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
December 6, 1995
----------------------
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>
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK
10013
---------------------
- -
PROXY STATEMENT
----------------------
FOR THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON
DECEMBER 29, 1995
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the
Board of Directors (the "Board") of the Greenwich Street California
Municipal
Fund Inc. (the "Fund") of proxies to be voted at the Annual Meeting of
Stockholders (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 December 29, 1995 at 10:00 A.M. (New York Time),
and at any adjournments thereof, for the purposes set forth in the
accompanying Notice of
Annual Meeting of Stockholders.
The cost of soliciting proxies 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"),
the
Fund's distributor; Smith Barney Mutual Funds Management Inc. ("SBMFM" or
the
"Manager"), the Fund's investment manager; and/or First Data Investor
Services
Group, Inc. ("FDIS"), the Fund's transfer agent, may solicit proxies in
person
or by telephone, telegraph, or mail. Smith Barney and SBMFM are each
located
at 388 Greenwich Street, New York, New York 10013; FDIS is located at 53
State
Street, Boston, Massachusetts 02109.
The Annual Report of the Fund, including audited financial statements
for the fiscal year ended August 31, 1995 has previously been furnished
to all stockholders of the Fund. This proxy statement and form of proxy
are first being mailed to stockholders on or about December 6, 1995. The
Fund will provide additional copies of the annual report to any
stockholder upon request
by calling the Fund at 1-800-224-7523.
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. 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 indicating that such persons have not received instructions from
the
beneficial owner or other persons
<PAGE>
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. For this reason,
abstentions
and broker "non-votes" will have the effect of a "no" vote for purposes
of obtaining the requisite approval of a proposal. Proposal 1 requires
for
approval the affirmative vote of a plurality of the votes cast at the
Meeting
with a quorum present, in person or by proxy by the stockholders of the
Fund
voting on the matter. Proposal 2 requires for approval the affirmative
vote of
a majority of the votes cast at the Meeting with a quorum present, in
person
or by proxy by the stockholders of the Fund voting on the matter. 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 of Meeting which 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.
The Board of Directors of the Fund has fixed the close of business on
November 17 , 1995 as the record date for the determination of
stockholders of
the Fund entitled to notice of and to vote at the Meeting or any
adjournment
thereof. Stockholders of the Fund on that 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. At the close of
business
on November 17 , 1995, the Fund had outstanding 3,658,334 shares of
Common Stock, par value $.001 per share, the only authorized class of
stock, of which
3,585,464 or 98% were held in accounts, but not beneficially owned by,
CEDE &
Co., c/o Depository Trust Company, Box 20, Bowling Green Station, New
York, New York 10004-9998. At the close of business on November 17, 1995,
no other
person (including any "group" as that term is used in Section 13(d) of
the Exchange Act of 1934) to the knowledge of the Board of Directors or
the Fund,
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 beneficially
owned
less than 1% of the outstanding 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. ("Travelers"),
were
held by Board members who are not interested persons of the Fund (as that
term
is used in the Investment Company Act of 1940, as amended (the "1940
Act").
In the event that sufficient votes in favor of the proposals set forth
in the Notice of Meeting and this Proxy Statement are not received by the
time scheduled for the Meeting, the persons named as proxies may move one
or more
adjournments of the Meeting to permit further solicitation of proxies
with respect
2
<PAGE>
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 stockholders with respect to the
reasons for
the solicitation. Any such adjournment will require the affirmative vote
of a
majority of the shares present 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
At the Meeting, nine directors will be elected to serve for varying terms
of
one, two or three years as indicated below by Classes I, II or III
respectively, and until their successors are elected and qualified. The
affirmative vote of a plurality of the shares present at the Meeting is
required to elect the nominees. It is the intention of the persons named
in the enclosed proxy to vote in favor of the election of the persons
listed below.
The Board of Directors of the Fund knows of no reason why any of the
nominees listed below will be unable to serve, 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. All of
the
nominees are currently directors of the Fund and have served in such
capacity
since the Fund commenced operations, except Ms. Bibliowicz, who became a
director in 1995. Any director affiliated with the Manager and considered
an
"interested person" as defined in the 1940 Act is indicated by an
asterisk(*).
<TABLE>
<CAPTION>
NUMBER OF
SHARES
AND %
PRINCIPAL OCCUPATIONS BENEFICIALLY
DURING PAST FIVE YEARS, OWNED AS OF
NAME OTHER DIRECTORSHIPS, AND AGE NOVEMBER 17,
1995 ---- ---------------------------- ----------
-------
<C> <S> <C>
Jessica Bibliowicz* Executive Vice President of
None
Director since 1995(I)** Smith Barney; Director of
twelve investment companies
associated with Smith
Barney, President of
fortyone investment
companies associated with
Smith Barney. Prior to
January 1994, Director of
Sales and Marketing for
Prudential Mutual Funds;
prior to September 1991,
First Vice
President, Asset
Management Division of
Shearson Lehman Brothers
Inc.; 36.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES
AND %
PRINCIPAL OCCUPATIONS
BENEFICIALLY
DURING PAST FIVE YEARS, OWNED AS
OF
NAME OTHER DIRECTORSHIPS, AND AGE NOVEMBER 17,
1995
---- ---------------------------- -------------
- --
- --
<C> <S> <C>
Joseph H. Fleiss Retired; Director of ten None
Director since 1994(I)** investment companies
associated with Smith
Barney. Formerly, Senior Vice
President of Citibank, Manager of
Citibank's Bond Investment Portfolio
and Money Desk, and a Director of
Citicorp Securities Co., Inc.; 78.
Donald R. Foley Retired; Director of ten
None
Director since 1994(III)** investment companies
associated with Smith
Barney. Formerly Vice President of
Edwin Bird Wilson, Incorporated
(advertising); 73.
Paul Hardin Professor of Law at the
None
Director since 1994(III)** University of North
Carolina at Chapel Hill.
Formerly, Chancellor of the
University of North Carolina at
Chapel Hill; Director of twelve
investment companies associated with
Smith Barney; Director of The Summit
Bancorporation; 64.
Heath B. McLendon* Managing Director of Smith
None
Director since 1994(II)** Barney; Director of forty-
two investment companies
associated with Smith Barney;
Chairman of the Board 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 Shearson Asset Management;
Director of PanAgora Asset
Management, Inc. and PanAgora Asset
Management Limited; 62.
Francis P. Martin Practicing physician;
None
Director since 1994(I)** Director of ten
investment
companies associated
with Smith Barney.
Formerly President of
the Nassau Physicians'
Fund, Inc.; 71.
Roderick C. Rasmussen Investment Counselor;
None
Director since 1994(II)** Director of ten investment
companies associated with
Smith Barney. Formerly Vice President
of Dresdner and Company Inc.
(investment counselors); 69.
John P. Toolan Retired; Director of ten
None
Director since 1994(II)** investment companies
associated with Smith
Barney. Formerly
Director and Chairman of
the Smith Barney Trust
Company, Director of
Smith Barney Inc. and
the Manager. Prior to
1992, Senior Executive
Vice President, Director
and Member of the
Executive Committee of
Smith Barney; 65.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES PRINCIPAL OCCUPATIONS AND %
DURING PAST FIVE YEARS, BENEFICIALLY
OTHER DIRECTORSHIPS, AND OWNED AS OF
NAME AGE NOVEMBER 17,
1995
---- ------------------------ ---------------
- --
<C> <S> <C>
C. Richard Youngdahl Retired; Director of ten None
Director since 1994(III)** investment companies
associated with Smith
Barney and member of
the Board of Directors
of D.W. Rich & Company,
Inc. Formerly Chairman
of the Board of
Pensions Lutheran
Church in America and
Chairman of the Board
and Chief Executive
Officer of Aubrey G.
Lanston & Co. (dealers
in U.S. Government
Securities) and
President of the
Association of Primary
Dealers in U.S.
Government Securities;
80.
</TABLE>
- -----------
(**) Number (I, II, or III) indicates whether director is in Class I, II
or III. Class I directors will be elected to serve until the 1996
annual meeting with the position then becoming one for subsequent
three year
terms. Class II directors will be elected until the 1997 annual
meeting
with the position then becoming one for subsequent three year terms.
Class III directors will be elected for three year terms as of the
Meeting.
Section 16(a) of the Securities Exchange Act of 1934 requires 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, to file reports of
ownership with the Securities and Exchange Commission, the American Stock
Exchange and the Fund. Based solely upon its review of the copies of such
forms received by it and written representations from such persons, the
Fund
believes that, during fiscal year 1995, 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 or the Manager (the "independent directors") which is charged
with
recommending a firm of independent auditors to the Fund and reviewing
accounting matters with the auditors.
Three meetings of the Board of Directors of the Fund were held between
September 22, 1994 and August 31, 1995, all of which were regular
meetings. No
director attended less than 75% of these meetings.
Only the independent directors receive remuneration from the Fund for
acting
as a director. Aggregate fees (including reimbursement for travel and out
of-
pocket expenses) of $15,000 were paid to such directors by the Fund
during the
fiscal period beginning on September 22, 1994, the date operations
commenced,
through August 31, 1995. Fees for independent directors who are directors
of a
group of funds sponsored by Smith Barney are set at $40,000 per annum
plus $100 per portfolio for each Board meeting attended. These fees are
allocated
among the
5
<PAGE>
funds based on the relative net assets of each individual fund or
portfolio.
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
Smith Barney.
The following table shows the compensation estimated to be paid by the
Fund
to each incumbent director during the Fund's current fiscal year (from
September 1, 1995 to August 31, 1996).
COMPENSATION TABLE
<TABLE>
<CAPTION>
TOTAL
PENSION OR
NUMBER OF
RETIREMENT COMPENSATION FROM
FUNDS FOR
AGGREGATE BENEFITS ACCRUED FUND AND FUND
WHICH DIRECTOR
COMPENSATION AS PART OF COMPLEX
SERVES WITHIN
NAME OF PERSON FROM FUND FUND EXPENSES PAID TO DIRECTORS
FUND COMPLEX
- -------------- ------------ ---------------- ----------------- ---
-
- ----------
<S> <C> <C> <C>
<C>
Jessica Bibliowicz* $ 0 $ 0 $ 0
12
Joseph H. Fleiss 452.00 0 51,200.00
10
Donald R. Foley 452.00 0 51,200.00
10
Paul Hardin 452.00 0 64,425.00
12
Francis P. Martin 452.00 0 51,200.00
10
Heath B. McLendon* 0 0 0
42
Roderick C. Rasmussen 452.00 0 51,200.00
10
John P. Toolan 452.00 0 51,200.00
10
C. Richard Youngdahl 452.00 0 51,200.00
10
</TABLE>
- -----------
* Designates an "interested director".
The following is a list of the current executive officers of the Fund,
all
of whom have been elected by the directors to serve until their
respective successors are elected:
<TABLE>
<CAPTION>
PRINCIPAL
OCCUPATIONS
OFFICES AND POSITIONS PERIOD DURING PAST FIVE
YEARS
NAME HELD WITH FUND OFFICES HELD AND AGE
---- --------------------- ------------ -----------------
- --
- ---
<C> <C> <C> <S>
Jessica Bibliowicz President 1995 to date (see table of
directors
above)
Lewis E. Daidone Senior Vice President 1994 to date Managing Director
of
and Treasurer Smith Barney;
Senior
Vice President and
Treasurer of the
other
investment
companies
associated with
Smith
Barney; Director
and Senior Vice
President of
the Manager; 38.
Joseph P. Deane Vice President 1994 to date Managing Director
of
Smith Barney and
investment officer
of
other investment
companies
associated with
Smith Barney;
48.
Christina T. Sydor Secretary 1994 to date Managing Director
of
Smith Barney;
Secretary
of the other
investment
companies
associated with
Smith Barney;
Secretary and
General
Counsel of the
Manager;
44.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
PRINCIPAL
OCCUPATIONS
OFFICES AND POSITIONS PERIOD DURING PAST FIVE
YEARS
NAME HELD WITH FUND OFFICES HELD AND AGE
---- --------------------- ------------ -----------------
- --
- ---
<C> <C> <C> <S>
Thomas M. Reynolds Controller and 1994 to date Director of Smith
Barney
Assistant Secretary and Controller and
Assistant
Secretary of
certain other
investment
companies
associated with
Smith Barney.
Prior
to September 1991,
Assistant
Treasurer
of
Aquila Management
Corporation and
its associated
investment
companies; 35.
</TABLE>
The Board of Directors, including all of the independent Board members,
recommends that you vote "FOR" the election of nominees to the Board.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") have been selected as the independent
auditors to audit the accounts of the Fund for and during the fiscal
years ending August 31, 1995 and August 31, 1996 by a majority of the
independent directors by a vote cast in person subject to ratification by
the stockholders
at the Meeting (the entire Board concurred in the selection). KPMG also
serves
as the independent auditors for the Manager, other investment companies
associated with Smith Barney and for Travelers. 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 stockholder at least five
days prior to the Meeting stating that the stockholder 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 shares present and voting at the
Meeting is required to ratify the selection of KPMG. The Board of
Directors,
including all of the independent Board members, recommends that the
stockholders vote "FOR" the ratification of the selection of independent
auditors.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1996 Annual Meeting
of
the Stockholders of the Fund must be received by August 15, 1996 to be
included in the proxy statement and the form of proxy relating to that
meeting
as the Fund expects that the 1996 Annual Meeting will be held in late
November
or early December of 1996.
7
<PAGE>
OTHER MATTERS
The management 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
December 6, 1995
8
GREENWICH STREET CALIFORNIA MUNICIPAL INC. This
Proxy is Solicited on
Behalf of the Directors of the Fund.
388 Greenwich Street
New York, New York 10013 The undersigned
hereby appoints HEATH
B. McLENDON and
LEWIS E. DAIDONE, and
each of them acting in
the absence of the
other, as Proxies,
each with the power to
appoint his
substitute, and hereby
authorizes them to
represent and to vote,
as designated herein,
all the shares of
common stock of
Greenwich Street
California Municipal
Fund, Inc. held of
record by the
undersigned on November 17,
1995 at a Meeting of
Stockholders to be
held on December
29, 1995 or any
adjournment thereof.
PROXY
ELECTION OF DI
RECTORS
FOR OR FOR OR WITH-
ALL ALL HOLD
EXCEPT
1.ELECTION OF DIRECTORS
J. Bibliowicz, J.H. Fleiss, D.R. Foley, P. Hardin III,
H.B. McLendon, F.P.
Martin,
R.C. Rasmussen, J.P. Toolan and C.R. Youngdahl
(INSTRUCTION:
To withhold authority
to vote for any individual nominee write that
nominee's
name on the space provided above and check
center box to the right.)
PROPOSALS
The Board of Directors recommends a vote "FOR" the
following proposals:
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE
SELECTION OF KPMG PEAT MARWICK LLP AS THE INDEPENDENT
AUDITORS OF THE FUND.
3.In their discretion, the Proxies are authorized to
vote upon such other
business as may
properly come before the meeting.
Please sign on the r
everse side.
This proxy when properly executed will be voted in the
manner directed herein by
the undersigned stockholder. If no direction is made, this
proxy will be voted
FOR each nominee for director and for each proposal.
Please sign exactly
as name appears to
the left. When
shares are held by
joint tenants, both
should sign, or if
one signs, that
stockholder's vote
binds both
stockholders. When
signing as attorney,
executor,
administrator,
agent, trustee or
guardian, please
give full title as
such. If a
corporation, please
sign in full
corporate name by
President or other
authorized officer.
If a partnership,
please sign in
partnership name by
authorized person.
Signature
Signature if held jointly
Dated:
,1995
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY
USING THE ENCLOSED
ENVELOPE.
