SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[XXX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to "240.14a-11(c) or "240.14a-12
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
(Name of Registrant as Specified In Its Charter)
ROBERT M. NELSON
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11 (c) (1)(ii),
14a-6 (i)(1), or 14a-6(i)(1) and (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.
[XX] No fee is required pursuant to Exchange Act Rules
14a-6 (i)(1) and (2), or the 1940 Act Rule 20a-1.
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 23, 1996
----------------------
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 23, 1996 at 10:00
A.M.
(New York Time) for the following purposes:
1. To elect three Class I 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 15, 1996 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
November 22, 1996
----------------------
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 23, 1996
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 23, 1996 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"),
which makes a market in the the
Fund's shares; 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, 1996 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 November 22, 1996. 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 no impact on 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 15, 1996 as the record date (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 15, 1996, the Fund had outstanding
3,658,334
shares of Common Stock, par value $.001 per share, the only authorized
class
of stock, of which 3,610,768 or 98.69% 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 15, 1996, 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 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 for 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
The Board of Directors of the Fund is classified into three classes.
The
directors serving in Class I have terms expiring at the meeting; each
Class I
director currently serving on the Board has been nominated by the Board
of
Directors for reelection at the Meeting to serve for a term of three
years
(until the 1999 Annual Meeting of Shareholders) or 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
Class I
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(*).
PERSONS NOMINATED FOR ELECTION AS DIRECTORS
<TABLE>
<CAPTION>
NUMBER OF
SHARES
PRINCIPAL OCCUPATIONS AND %
BENEFICIALLY
DURING PAST FIVE YEARS, OWNED AS
OF
NAME OTHER DIRECTORSHIPS, AND AGE NOVEMBER
15, 1996
---- ---------------------------- -----------
- -------
<C> <S> <C>
CLASS I DIRECTORS
Jessica M. Bibliowicz* Executive Vice President of Smith None
Director since 1995 Barney; Chairman of the Board of
SBMFM; Director of twelve
investment companies associated
with Smith Barney, President of
forty-two 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.; 37.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES
PRINCIPAL OCCUPATIONS AND %
BENEFICIALLY
DURING PAST FIVE YEARS, OWNED AS
OF
NAME OTHER DIRECTORSHIPS, AND AGE NOVEMBER
15, 1996
---- ---------------------------- -----------
- -------
<C> <S> <C>
Joseph H. Fleiss Retired; Director of ten investment None
Director since 1994 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.; 79.
Francis P. Martin Practicing physician; Director of None
Director since 1994 ten investment companies associated
with Smith Barney. Formerly
President of the Nassau Physicians'
Fund, Inc.; 72.
</TABLE>
The remainder of the Board constitutes the Class II and Class III
directors,
none of whom will stand for election at the Meeting, as their terms will
expire
in 1997 and 1998, respectively.
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<C> <S> <C>
CLASS II DIRECTORS
Heath B. McLendon* Managing Director of Smith Barney;
509.60**
Director since 1994 Director of forty-two investment (Less
than 1%)
companies associated with Smith
Barney; Chairman of the Board of
Smith Barney Strategy Advisers Inc.
and Director and President of
SBMFM; prior to July 1993, Senior
Executive Vice President of
Shearson Lehman Brothers Inc.; Vice
Chairman of Shearson Asset
Management; 63.
Roderick C. Rasmussen Investment Counselor; Director of None
Director since 1994 ten investment companies associated
with Smith Barney. Formerly Vice
President of Dresdner and Company
Inc. (investment counselors); 70.
John P. Toolan Retired; Director of ten investment None
Director since 1994 companies associated with Smith
Barney; Director of John Hancock
Funds. 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; 66.
CLASS III DIRECTORS
Donald R. Foley Retired; Director of ten investment None
Director since 1994 companies associated with Smith
Barney. Formerly Vice President of
Edwin Bird Wilson, Incorporated
(advertising); 74.
</TABLE>
- -----------
** Represents shares owned by this Director's family.
4
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF
SHARES
AND
%
PRINCIPAL OCCUPATIONS
BENEFICIALLY
DURING PAST FIVE YEARS, OWNED
AS OF
NAME OTHER DIRECTORSHIPS, AND AGE NOVEMBER
15, 1996
---- ---------------------------- ----------
- -------
<C> <S> <C>
Paul Hardin Professor of Law at the University of None
Director since 1994 North
Carolina at Chapel Hill; Director of
twelve investment companies
associated with Smith Barney;
Director of The Summit
Bancorporation. Formerly, Chancellor
of the University of North Carolina
at Chapel Hill; 65.
C. Richard Youngdahl Retired; Director of ten investment None
Director since 1994 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; 81.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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 representations from such persons, except for a
late
filing of a Statement of Changes in Beneficial Ownership for Travelers
Group
Inc., the Fund believes that, during fiscal year 1996, 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.
Five meetings of the Board of Directors of the Fund were held between
September 1, 1995 and August 31, 1996, 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 $27,358.41 were paid to such directors by the Fund
during
the fiscal period beginning on September 1, 1995, through August 31,
1996.
Fees for independent directors who are directors of a group of funds
sponsored
by Smith Barney are set at $42,000 per annum plus $100 per portfolio for
each
Board meeting attended. None of the officers of the Fund received any
compensation from
5
<PAGE>
the Fund for such period. Officers and interested directors of the Fund
are
compensated by Smith Barney.
The following table shows the compensation paid by the Fund to each
incumbent director during the Fund's last 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** 525 0 35,200
10
Donald R. Foley** 630 0 27,000
10
Paul Hardin 336 0 73,350
12
Francis P. Martin** 648 0 57,800
10
Heath B. McLendon* 0 0 0
42
Roderick C. Rasmussen 648 0 58,000
10
John P. Toolan** 635 0 47,200
10
C. Richard Youngdahl 548 0 54,400
10
</TABLE>
- -----------
* Designates an "interested director".
** Pursuant to the Fund's deferred compensation plan, the indicated
Directors
have elected to defer the payment of some or all of their
compensation.
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>
Heath B. McLendon Chairman of the Board 1995 to date (see table
of directors
and Chief Executive above)
Officer
Jessica M. 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; 39.
Joseph P. Deane Vice President 1994 to date Managing
Director of
Smith
Barney and
investment
officer of
other
investment
companies
associated
with Smith
Barney; 49.
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;
45.
</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; 36.
</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
year
ending August 31, 1997 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 1997 Annual
Meeting of
the Stockholders of the Fund must be received by August 15, 1997 to be
7
<PAGE>
included in the proxy statement and the form of proxy relating to that
meeting
as the Fund expects that the 1997 Annual Meeting will be held in
December of
1997.
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
November 22, 1996
8
<PAGE>
(This page intentionally left blank)
FORM OF PROXY
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
388 Greenwich Street
New York, New York 10013
This Proxy is Solicited on Behalf of the Directors of the Fund
The undersigned hereby appoints HEATH B. McLENDON, LEWIS E. DAIDONE, and
ROBERT M. NELSON, 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 15, 1996 at a Meeting
of Stockholders to be held on December 23, 1996 or any adjournment
thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE [SEE REVERSE SIDE]
[ X ] Please mark
votes as in
this example.
The Board of Directors recommends a vote "FOR" the following proposals.
This proxy, when properly executed, will be voted in the manner directed
herein by the undersgned stockholder. If no direction is made, this
proxy will be voted FOR each nominee for director and FOR each
proposal.
1. ELECTION OF DIRECTORS
Nominees: J. Bibliowicz, J.H. Fleiss, F.P. Martin,
FOR WITHHELD
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual
nominee write that nominee's name on the space provided above.)
[ ]
For all nominees except as noted above
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE
INDEPENDENT AUDITORS OF THE FUND.
FOR WITHHELD ABSTAIN
[ ] [ ] [
]
3. In their discretion, the Proxies are authorized to vote upon such
other business as may properly come before the meeting.
[ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
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.
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
Signature: ____________________________ Date: ______________
Signature: ____________________________ Date: ______________
