SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [X]
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 Sec. 240.14a-11(c) or Sec.
240.14a-12
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
(Name of Registrant as Specified In Its Charter)
GORDON E. SWARTZ
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] 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.
Seven World Trade Center
New York, New York 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
----------------------
To be Held on December 12, 2000
----------------------
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 Seven World Trade
Center, Downtown Conference Center, Mezzanine Level, New York, New York, on
December 12, 2000 at 9:15 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 or her successor shall have been elected and
qualified;
2. To ratify the selection of KPMG 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 October 25, 2000
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 13, 2000
----------------------
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.
Seven World Trade Center
New York, New York 10048
----------------------
PROXY STATEMENT
----------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 12, 2000
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 Seven World Trade Center, New York, New York 10048, on
December 12, 2000 at 9:15 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; SSB Citi Fund Management
LLC ("SSB Citi" or the "Manager") (successor to SSBC Fund Management Inc.),
the Fund's investment manager; and/or PFPC Global Fund Services ("PFPC"), the
Fund's transfer agent, may solicit proxies in person or by telephone,
telegraph, or mail. Salomon Smith Barney and SSB Citi are each located at
Seven World Trade Center, New York, New York 10048; PFPC is located at 101
Federal Street, Boston, Massachusetts 02110.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended August 31, 2000, 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 13, 2000. The Fund will
provide additional copies of the Annual Report to any stockholder upon request
by calling the Fund at 1-800-331-1710.
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
October 25, 2000 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 3,655,834 shares of Common Stock, par
value $.001 per share, the only authorized class of stock, of which 3,620,352
or 99.04% 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 three
classes. The directors serving in Class II have terms expiring at the Meeting.
The Class II directors currently serving on the Board have been nominated by
the Board of Directors for re-election at the Meeting to serve for a term of
three years (until the 2003 Annual Meeting of Shareholders) or until
successors have been duly elected and qualified. The affirmative vote of a
plurality of the votes cast 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 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 may
recommend.
Certain information concerning the nominees is set forth below. All of the
nominees for Class II currently serve as 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 October 31, 2000
---- ---------------------------- ------------------
<C> <S> <C>
CLASS II DIRECTORS
Heath B. McLendon* Managing Director of Salomon Smith 640**
Director since 1994 Barney; Director of 78 investment (Less than 1%)
companies associated with Citigroup,
Inc.; Director and President of SSB
Citi and Travelers Investment
Adviser, Inc. ("TIA"); 67.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned as of
Name Other Directorships, and Age October 31, 2000
---- ---------------------------- ------------------
<C> <S> <C>
Roderick C. Rasmussen Investment Counselor; Director of None
Director since 1994 12 investment companies associated
with Citigroup. Formerly Vice
President of Dresdner and Company
Inc. (investment counselors); 74.
John P. Toolan Retired; Director of 12 investment None
Director since 1994 companies associated with
Citigroup; Trustee of John Hancock
Funds. Formerly Director and
Chairman of the Smith Barney Trust
Company and Director of Smith
Barney Inc. and the Manager; 70.
The remainder of the Board currently constitutes the Class I directors and
the Class III directors, none of whom will stand for election at the Meeting,
as their terms are not due to expire until the year 2002 and 2001,
respectively.
Directors Continuing in Office
<CAPTION>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned as of
Name Other Directorships, and Age October 31, 2000
---- ---------------------------- ------------------
<C> <S> <C>
CLASS I DIRECTORS
Lee Abraham Retired; Director of 12 investment None
companies associated with
Citigroup. Director of R.G. Barry
Corp., and Signet Group plc;
Formerly Chairman and Chief
Executive Officer of Associated
Merchandising Corporation; and
formerly Director of Galey & Lord
and Liz Claiborne, 73.
Allan J. Bloostein President of Allan J. Bloostein None
Associates, a consulting firm;
Director of 19 investment
companies associated with
Citigroup. Retired Vice Chairman
and Director of The May Department
Stores Company; Director of CVS
Corporation and Taubman Centers
Inc.; 70.
Richard E. Hanson, Jr. Retired; formerly Head of New None
Atlanta Jewish Community High
School; Director/Trustee of 14
investment companies associated
with Citigroup. Formerly
Headmaster, The Peck School,
Morristown, NJ; prior to July 1,
1994, Headmaster Lawrence Country
Day School-Woodmere Academy,
Woodmere, NY; 59.
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned as of
Name Other Directorships, and Age October 31, 2000
---- ---------------------------- ------------------
<C> <S> <C>
CLASS III DIRECTORS
Donald R. Foley Retired; Director of 12 investment None
Director since 1994 companies associated with Citigroup.
Formerly Vice President of Edwin
Bird Wilson, Incorporated
(advertising); 78.
Paul Hardin Professor of Law at the University None
Director since 1994 of North
Carolina at Chapel Hill; Director of
14 investment companies associated
with Citigroup; Director of The
Summit Bancorporation. Formerly,
Chancellor of the University of
North Carolina at Chapel Hill; 69.
Jane F. Dasher Investment Officer of Korsant None
Partners; Director of 12 investment
companies associated with Citigroup.
Prior to 1997, an independent
financial consultant; 50.
------------------
</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 2000, all filing requirements applicable to such
persons were complied with.
The Fund has no compensation committee of the Board of Directors, or any
committee performing similar functions. The Fund has an administrative and
governance committee composed of Lee Abraham, Donald R. Foley, Richard E.
Hanson, Jr. and Paul Hardin, which acts as a nominating committee of the Board
of Directors. The Fund has an audit and investment performance committee
composed of Allan J. Bloostein, Jane F. Dasher, Roderick C. Rasmussen and
John P. Toolan, which is charged with recommending a firm of independent
auditors to the Fund and reviewing accounting matters with the auditors. The
Directors of these respective committees are not "interested persons" of the
Fund as defined under the 1940 Act (the "independent directors").
Six meetings of the Board were held between September 1, 1999 and August 31,
2000, four of which were regular meetings. Two Audit Committee meetings were
also held. No incumbent director attended less than 75% of these meetings.
5
<PAGE>
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 $10,721 were paid to such directors by the Fund
during the fiscal year ending August 31, 2000. Fees for the independent
directors, who also serve as board members of certain other funds sponsored by
or affiliated with Salomon Smith Barney are currently set at $60,000 per annum
plus a per meeting fee of $2,500 and $100 for each telephone meeting. 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,
1999 to August 31, 2000).
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>
Donald R. Foley $119** 0 $71,300 12
Paul Hardin 130 0 90,450 14
Heath B. McLendon* 0 0 0 78
Roderick C. Rasmussen 120** 0 71,200 12
John P. Toolan 130** 0 69,100 12
Jane F. Dasher 130 0 65,753 12
Richard E. Hanson, Jr. 130 0 68,233 14
Allan J. Bloostein 30 0 112,483 19
Lee Abraham 30 0 71,133 12
</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: Donald R. Foley--$16, Roderick C. Rasmussen--$10 and John P. Toolan--
$130, and the following amounts of their total compensation from the Fund
Complex: Donald R. Foley--$27,000, Roderick C. Rasmussen--$22,500 and John
P. Toolan--$57,400.
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 totalled $15.
6
<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 61
investment companies
associated with
Citigroup; Director and
Senior Vice President of
the Manager and TIA; 43.
Joseph P. Deane Vice President 1994 to date Managing Director of
Salomon Smith Barney and
investment officer of
certain other investment
companies associated
with Citigroup; 53.
Christina T. Sydor Secretary 1994 to date Managing Director of
Salomon Smith Barney;
Secretary of the 61
investment companies
associated with
Citigroup; Secretary and
General Counsel of the
Manager and TIA; 49.
Paul Brook Controller 1999 to date Director of Salomon
Smith Barney and
Controller or Assistant
Treasurer of 43
investment companies
associated with
Citigroup; Prior to
1998, Managing Director
of AMT Capital Services
Inc.; Prior to 1997,
Partner with Ernst &
Young LLP; 47.
</TABLE>
The principal business address of Messrs. McLendon, Deane, Daidone and Ms.
Sydor is Seven World Trade Center, New York, New York 10048 and of Mr. Brook
is 125 Broad Street, New York, New York 10004.
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 20, 2000, 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 LLP ("KPMG") as the Fund's independent auditors for the fiscal
7
<PAGE>
year ending August 31, 2001. 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 August 31, 2000. Citigroup is the
ultimate parent company of both SSB Citi and Salomon Smith 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 2001 Annual Meeting of
the stockholders of the Fund must be received by July 16, 2001 to be included
in the proxy statement and the form of proxy relating to that meeting, as the
Fund expects that the 2001 Annual Meeting will be held in December 2001. The
submission by a stockholder of a proposal for inclusion in the proxy statement
does not guarantee that it will be included. Stockholder proposals are subject
to certain regulations under the federal securities laws.
The persons named as proxies for the 2001 Annual Meeting of stockholders
will have discretionary authority to vote on any matter presented by a
stockholder for action at that meeting unless the Fund receives notice of the
matter by September 30, 2001, in which case these persons will not have
discretionary voting authority except as provided in the Securities and
Exchange Commission's rules governing stockholder proposals.
8
<PAGE>
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 13, 2000
9
PROXY
GREENWICH STREET CALIFORNIA MUNICIPAL FUND INC.
Seven World Trade Center
New York, New York 10048
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 GORDON E. SWARTZ, 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
October 25, 2000 at a Meeting of Stockholders to be held on December
12, 2000 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 undersigned stockholder. If no
direction is made, this proxy will be voted FOR each nominee for
director and FOR each proposal.
1. ELECTION OF CLASS II DIRECTORS
Class II Nominees: Heath B. McLendon, Roderick C. Rasmussen and John
P. Toolan
FOR ALL NOMINEES WITHHELD FROM ALL NOMINEES
[ ] [ ]
[ ]________________________________
For all nominees except as noted above
PROPOSAL TO RATIFY THE SELECTION OF KPMG LLP AS THE INDEPENDENT
AUDITORS OF THE FUND.
FOR AGAINST 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 MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
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: ____________________________ Date: ______________
Signature: ____________________________ Date: ______________
