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:
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 11, 1998
----------------------
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 11, 1998 at 9:00 A.M. (New
York Time) for the following purposes:
1. To elect two Class III 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 2, 1998
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, 1998
----------------------
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 11, 1998
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 11, 1998 at 9:00 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 "Notice").
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; Salomon Smith Barney Inc. ("Salomon Smith
Barney"), which makes a market in the Fund's shares; Mutual Management Corp.
("MMC" or the "Manager") (formerly Smith Barney Mutual Funds Management Inc.),
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. Salomon Smith Barney and MMC 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, 1998, 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, 1998. The Fund will
provide additional copies of the Annual Report to any stockholder upon request
by calling the Fund at 1-800-451-2010.
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
<PAGE>
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 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. Because the requisite
approval of both proposals is measured by a portion of the votes actually
cast, abstentions and broker "non-votes" will have no impact on the 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. Proposal 2
requires for approval the affirmative vote of a majority of the votes cast at
the Meeting with a quorum present. Any proxy may be revoked at any time prior
to the exercise thereof by submitting another proxy bearing a later date, 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 to 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 to the extent
permissible under applicable law.
The Board of Directors of the Fund has fixed the close of business on
November 2, 1998 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
Record Date, the Fund had outstanding 3,658,334 shares of Common Stock, par
value $.001 per share, the only authorized class of stock, of which 3,604,656
or 98.45% 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 Record Date, 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 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 in the aggregate beneficially owned
less than 1% of the outstanding shares of the Fund.
In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice 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 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
2
<PAGE>
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 currently classified into two classes.
The directors serving in Class III have terms expiring at the Meeting; each
Class III 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 2001 Annual Meeting of Shareholders) or until his successor
is elected and qualified. The affirmative vote of a plurality of the shares
voted at the Meeting is sufficient to elect each nominee. It is the intention
of the persons named in the enclosed proxy to vote in favor of the election of
the persons listed below as nominees.
The Board knows of no reason why any of the Class III 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 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
or otherwise considered an "interested person" of the Fund, as defined in the
Investment Company Act of 1940, as amended (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 2, 1998
---- ---------------------------- ------------------
<C> <S> <C>
CLASS III DIRECTORS
Donald R. Foley Retired; Director of ten investment None
Director since 1994 companies associated with Salomon
Smith Barney. Formerly Vice
President of Edwin Bird Wilson,
Incorporated (advertising); 76.
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 Salomon Smith
Barney; Director of The Summit
Bancorporation. Formerly, Chancellor
of the University of North Carolina
at Chapel Hill; 67.
</TABLE>
3
<PAGE>
The remainder of the Board currently constitutes the Class II directors,
none of whom will stand for election at the Meeting, as their terms are not
due to expire until the year 2000.
DIRECTORS CONTINUING IN OFFICE
<TABLE>
<CAPTION>
NUMBER OF SHARES
PRINCIPAL OCCUPATIONS AND % BENEFICIALLY
DURING PAST FIVE YEARS, OWNED AS OF
NAME OTHER DIRECTORSHIPS, AND AGE NOVEMBER 2, 1998
---- ---------------------------- ------------------
<C> <S> <C>
CLASS II DIRECTORS
Heath B. McLendon* Managing Director of Salomon Smith [682.56220]**
Director since 1994 Barney; Director of fifty-nine (Less than 1%)
investment companies associated
with Salomon Smith Barney; Chairman
of the Board of Salomon Smith
Barney Strategy Advisers Inc. and
Director and President of MMC and
Travelers Investment Adviser, Inc.
("TIA"); 65.
Roderick C. Rasmussen Investment Counselor; Director of None
Director since 1994 ten investment companies associated
with Salomon Smith Barney. Formerly
Vice President of Dresdner and
Company Inc. (investment
counselors); 72.
John P. Toolan Retired; Director of ten investment None
Director since 1994 companies associated with Salomon
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; 68.
- ------------------
</TABLE>
* Designates a Director who is an "interested person" of the Fund as defined
under the 1940 Act.
** Represents shares owned by this Director's family.
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, the Fund believes
that, during fiscal year 1998, 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 as defined under the 1940 Act (the "independent directors") which
is charged with recommending a firm of independent auditors to the Fund and
reviewing accounting matters with the auditors.
4
<PAGE>
Eight meetings of the Board were held between September 1, 1997 and August
31, 1998, four of which were regular meetings. Two Audit Committee meetings
were also held. No incumbent director attended less than
75% of these meetings.
Only the independent directors receive remuneration from the Fund for acting
as a director. Aggregate fees and expenses (including reimbursement for travel
and out-of-pocket expenses) of $14,080.60 were paid to such directors by the
Fund during the fiscal year ending August 31, 1998. Fees for the independent
directors, who also serve as board members of certain other funds sponsored by
Salomon Smith Barney are currently set at $42,000 per annum plus a per meeting
fee of $100 per fund, (or portfolio thereof, with respect to in-person
meetings). 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 Salomon Smith Barney.
The following table shows the compensation paid to each person who was a
director of the Fund during the Fund's last fiscal year (from September 1,
1997 to August 31, 1998).
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+ $449** 0 $54,900 10
Donald R. Foley 742** 0 55,400 10
Paul Hardin 641 0 73,000 12
Heath B. McLendon* 0 0 0 59
Roderick C. Rasmussen 741 0 55,400 10
John P. Toolan 641** 0 55,400 10
Francis Martin 111** 0 53,000 10
</TABLE>
- -----------
* Designates a Director who is an "interested person" of the Fund as defined
under the 1940 Act.
** Pursuant to the Fund's deferred compensation plan, the indicated Directors
have elected to defer the following amounts of their compensation from the
Fund: Joseph H. Fleiss--$6; Donald R. Foley--$21; John P. Toolan--$641 and
Francis Martin--$111, and the following amounts of their total compensation
from the Fund Complex: Joseph H. Fleiss--$21,000; Donald R. Foley--$21,000;
John P. Toolan--$55,400 and Francis Martin--$53,000.
+ Effective January 1, 1998, Mr. Fleiss became a 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. During the Fund's last fiscal year, total compensation paid by the
Fund to Directors Emeritus (other than Mr. Fleiss, who is covered in the
table above) totalled $171.
5
<PAGE>
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 1995 to date (see table of directors
Board, President and above)
Chief Executive
Officer
<C> <C> <C> <S>
Lewis E. Daidone Senior Vice President 1994 to date Managing Director of
and Treasurer Salomon Smith Barney;
Senior Vice President
and Treasurer of the
other investment
companies associated
with Salomon Smith
Barney; Director and
Senior Vice President of
the Manager and TIA; 41.
Joseph P. Deane Vice President 1994 to date Managing Director of
Salomon Smith Barney and
investment officer of
certain other investment
companies associated
with Salomon Smith
Barney; 51.
Christina T. Sydor Secretary 1994 to date Managing Director of
Salomon Smith Barney;
Secretary of the other
investment companies
associated with Salomon
Smith Barney; Secretary
and General Counsel of
the Manager and TIA; 47.
Thomas M. Reynolds Controller 1994 to date Director of Salomon
Smith Barney and
Controller of certain
other investment
companies associated
with Salomon Smith
Barney; 38.
</TABLE>
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
On September 2, 1998, based upon the recommendation of the Audit Committee
of the Fund's Board of Directors, and in accordance with Section 32 of the
1940 Act and the rules thereunder, the Board and the independent directors
selected KPMG Peat Marwick LLP ("KPMG") as the Fund's independent auditors for
the fiscal year ending August 31, 1998. KPMG also serves as the independent
auditors for the Manager, other investment companies associated with Salomon
Smith Barney and for Citigroup Inc. ("Citigroup"), as of December 31, 1998.
Citigroup is the ultimate parent company of both MMC and Salomon Smith
6
<PAGE>
Barney. KPMG has no direct or material indirect financial interest in the
Fund, the Manager, Citigroup, or any other investment company sponsored by
Salomon 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 votes cast is required to ratify the
selection of KPMG.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS,
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 1999 Annual Meeting of
the stockholders of the Fund must be received by June 14, 1999 to be included
in the proxy statement and the form of proxy relating to that meeting, as the
Fund expects that the 1999 Annual Meeting will be held in December 1999. There
are various requirements regarding proposals of stockholders, and a
stockholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
Pursuant to the Bylaws of the Fund, at any annual meeting of stockholders,
only such business will be conducted as has been properly brought before the
annual meeting. To be properly brought before the annual meeting, the business
must be (i) specified in the notice of meeting (or any supplement thereto)
given by or at the direction of the Board, (ii) otherwise properly brought
before the meeting by or at the discretion of the Board, or (iii) otherwise
properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing
to the Secretary of the Fund. To be timely, any such notice must be delivered
to or mailed and received at Greenwich Street California Municipal Fund Inc.,
c/o Christina T. Sydor, Secretary, 388 Greenwich Street, New York, NY 10013
not later than 60 days prior to the date of the meeting; provided, however,
that if less than 70 days' notice or prior public disclosure of the date of
the meeting is given or made to
7
<PAGE>
stockholders, any such notice by a stockholder to be timely must be so
received not later than the close of business on the 10th day following the
day on which notice of the date of the annual meeting was given or such public
disclosure was made.
Any such notice by a stockholder must set forth as to each matter the
stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting
and the reasons for conducting such business at the annual meeting, (ii) the
name and address, as they appear on the Fund's books, of the stockholder
proposing such business, (iii) the class and number of shares of the capital
stock of the Fund which are beneficially owned by the stockholder, and (iv)
any material interest of the stockholder in such business matter covered by
the proposal.
OTHER MATTERS
The Manager 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.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
November 12, 1998
8
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 Board of Directors of the
Fund
The undersigned hereby appoints HEATH B. McLENDON, CHRISTINA T.
SYDOR, and MARC SCHUMAN, 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 2,
1998 at a Meeting of Stockholders to be held on December 11, 1998 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: D. Foley, P. Hardin
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: ______________
u:/funds/#gcm/1998/secdocs/proxycrd.doc
