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 Sec. 240.14a-11(c) or Sec. 240.14a-12
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
(Name of Registrant as Specified In Its Charter)
MARC A. SCHUMAN
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[XXX] No Fee Required.
[ ] $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.
[ ] No fee is required pursuant to Exchange Act Rules 14a-6 (i)(1)
and (2), or 14a-6(j)(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 12, 1997
----------------------
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 12, 1997 at 10:00 A.M.
(New York Time) for the following purposes:
1. To elect three Class II 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 Board of Directors has fixed the close of business on November 3, 1997
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 12, 1997
----------------------
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 12, 1997
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 12, 1997 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 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, 1997 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 12, 1997. 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 3, 1997 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 3, 1997, the Fund had outstanding 3,658,334
shares of Common Stock, par value $.001 per share, the only authorized class
of stock, of which 3,593,348 or 98.22% were held in accounts, but not
beneficially owned by, CEDE & Co., as nominee for the Depository Trust
Company, Box 20, Bowling Green Station, New York, New York 10004-9998. At the
close of business on November 3, 1997, 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 II have terms expiring at the Meeting; each Class
II 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 Year 2000 Annual Meeting of Shareholders) or until his successor is
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 II 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. Any director affiliated with the Manager
and considered an "interested person" of the Fund, 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 3, 1997
---- ---------------------------- ------------------
<C> <S> <C>
CLASS II DIRECTORS
Heath B. McLendon* Managing Director of Smith Barney; 549.14**
Director since 1994 Director of forty-one 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
and Travelers Investment Adviser,
Inc. ("TIA"); prior to July 1993,
Senior Executive Vice President of
Shearson Lehman Brothers Inc.; Vice
Chairman of Shearson Asset
Management; 64.
- ------------------
</TABLE>
** Represents shares owned by this Director's family.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
PRINCIPAL OCCUPATIONS AND % BENEFICIALLY
DURING PAST FIVE YEARS, OWNED AS OF
NAME OTHER DIRECTORSHIPS, AND AGE NOVEMBER 3, 1997
---- ---------------------------- ------------------
<C> <S> <C>
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); 71.
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 and 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; 67.
The remainder of the Board constitutes the Class III and Class I directors,
none of whom will stand for election at the Meeting, as their terms will expire
in 1998 and 1999, respectively.
DIRECTORS CONTINUING IN OFFICE
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); 75.
Paul Hardin Professor of Law at the University None
Director since 1994 of 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; 66.
CLASS I DIRECTORS
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.; 80.
</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
4
<PAGE>
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. and Smith Barney Inc.,
the Fund believes that, during fiscal year 1997, 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.
Six meetings of the Board of Directors of the Fund were held between
September 1, 1996 and August 31, 1997, five 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 $4,000 were paid to such directors by the Fund during the
fiscal year beginning on September 1, 1996, through August 31, 1997. 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 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 director
during the Fund's last fiscal year (from September 1, 1996 to August 31,
1997).
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>
Joseph H. Fleiss $645** 0 $58,200 10
Donald R. Foley 645** 0 58,700 10
Paul Hardin 645 0 76,300 12
Heath B. McLendon* 0 0 0 41
Roderick C. Rasmussen 645 0 58,700 10
John P. Toolan 645** 0 58,700 10
C. Richard Youngdahl+ 312 0 18,700 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:
Joseph H. Fleiss--$22; Donald R. Foley--$22; and John P. Toolan--$645.
5
<PAGE>
+ Effective January 1, 1997, Mr. Youngdahl elected to become Director
Emeritus. Upon attainment of age 72 the Fund's current directors may elect
to change to emeritus status. Any directors elected or appointed to the
Board of Directors in the future will be required to change to emeritus
status upon attainment of age 80. Directors Emeritus are entitled to serve
in emeritus status for a maximum of 10 years during which time they are paid
50% of the annual retainer fee and meeting fees otherwise applicable to the
Fund's directors, together with reasonable out-of-pocket expenses for each
meeting attended.
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
---- --------------------- ------------ ----------------------
Heath B. McLendon Chairman of the Board 1995 to date (see table of directors
and Chief Executive above)
Officer
<C> <C> <C> <S>
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
and TIA; 40.
Joseph P. Deane Vice President 1994 to date Managing Director of
Smith Barney
and investment officer
of certain other
investment companies
associated with Smith
Barney; 50.
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
and TIA; 46.
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; 37.
</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") has been selected as the independent auditors
to audit the accounts of the Fund for and during the fiscal year ending August
31, 1998 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
6
<PAGE>
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 1998 Annual Meeting of
the Stockholders of the Fund must be received by August 15, 1998 to be
included in the proxy statement and the form of proxy relating to that meeting
as the Fund expects that the 1998 Annual Meeting will be held in December of
1998.
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 12, 1997
7
<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, CHRISTINA T. SYDOR, 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 3, 1997 at a Meeting of Stockholders to be
held on December 12, 1997 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: H.B. McLendon, R.C. Rasmussen, J.P. Toolan,
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: ______________
g:funds\#gcm\secdocs\proxycrd.doc
