DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
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To the Stockholders:
The Annual Meeting of Stockholders of each of Dreyfus Strategic Municipal
Bond Fund, Inc. and Dreyfus Strategic Municipals, Inc. (each, a "Fund" and,
collectively, the "Funds" ) will be held at the offices of The Dreyfus
Corporation, 200 Park Avenue, 7th Floor West, New York, New York, on Friday, May
10, 2002 at 10:00 a.m., for the following purposes:
1. To elect Directors to serve for a specified term and until their
successors are duly elected and qualified.
2. To transact such other business as may properly come before the meeting,
or any adjournment or adjournments thereof.
Stockholders of record at the close of business on March 8, 2002 will be
entitled to receive notice of and to vote at the meeting.
By Order of the Board
John Hammalian
Secretary
New York, New York
April 8, 2002
WE NEED YOUR PROXY VOTE IMMEDIATELY
A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY
LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF EACH FUND WILL HAVE TO BE ADJOURNED
WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT
EVENT, THE AFFECTED FUND WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO
ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND(S)
TO HOLD THE MEETING(S) AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD
IMMEDIATELY. YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR
COOPERATION.
(PAGE)
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
COMBINED PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, MAY 10, 2002
This proxy statement is furnished in connection with a solicitation of
proxies by the Board of each of Dreyfus Strategic Municipal Bond Fund, Inc.
(" DSMB" ) and Dreyfus Strategic Municipals, Inc. ("DSM") (each, a "Fund" and,
collectively, the "Funds") to be used at the Annual Meeting of Stockholders of
each Fund to be held on Friday, May 10, 2002 at 10:00 a.m., at the offices of
The Dreyfus Corporation ("Dreyfus"), 200 Park Avenue, 7th Floor West, New York,
New York, for the purposes set forth in the accompanying Notice of Annual
Meetings of Stockholders. Stockholders of record at the close of business on
March 8, 2002 are entitled to be present and to vote at the meeting.
Stockholders are entitled to one vote for each Fund share held and fractional
votes for each fractional Fund share held. Stockholders can vote only on matters
affecting the Fund(s) in which they hold shares. If the proposal is approved by
stockholders of one Fund and disapproved by stockholders of the other Fund, the
proposal will be implemented only for the Fund that approved the proposal.
Therefore, it is essential that stockholders who own shares in both Funds
complete, date, sign and return each proxy card they receive. Shares represented
by executed and unrevoked proxies will be voted in accordance with the
specifications made thereon. If any enclosed form of proxy is executed and
returned, it nevertheless may be revoked by a later-dated proxy or by letter or
telegram directed to the relevant Fund, which must indicate the stockholder's
name. To be effective, such revocation must be received prior to the meeting. In
addition, any stockholder who attends a meeting in person may vote by ballot at
the meeting, thereby canceling any proxy previously given. As of March 8, 2002,
the Funds had outstanding the following number of shares:
COMMON STOCK AUCTION PREFERRED STOCK
NAME OF FUND OUTSTANDING OUTSTANDING
DSMB 42,998,333 7,440
DSM 58,731,033 11,400
It is estimated that proxy materials will be mailed to stockholders of
record on or about April 8, 2002. The principal executive offices of each Fund
are located at 200 Park Avenue, New York, New York 10166. COPIES OF EACH FUND'S
MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS ARE AVAILABLE UPON REQUEST, WITHOUT
CHARGE, BY WRITING TO THE FUND AT 144 GLENN CURTISS BOULEVARD, UNIONDALE, NEW
YORK 11556-0144, OR BY CALLING TOLL-FREE 1-800-334-6899.
A quorum is constituted by the presence in person or by proxy of the holders
of a majority of the outstanding shares of the Fund entitled to vote at the
meeting. If a proposal is to be voted upon by only one class of a Fund's shares,
a quorum of that class of shares (the holders of a majority of the outstanding
shares of the class) must be present in person or by proxy at the meeting in
order for the proposal to be considered. Each Fund has two classes of capital
stock: Common Stock, par value $0.001 per share (the "Common Stock"), and
Auction Preferred Stock, par value $0.001 per share, liquidation preference
$25,000 per share (the "APS"). The APS is further divided into Series A, Series
B and Series C for DSMB and Series M, Series T, Series W, Series TH and Series F
for DSM. Currently, no proposal is expected to be presented at the meeting that
would require separate voting for each Series of APS.
(PAGE)
PROPOSAL: ELECTION OF DIRECTORS
Each Fund's Board of Directors is divided into three classes with the term
of office of one class expiring each year. It is proposed that stockholders of
each Fund consider the election of the individuals listed below (the "Nominees")
as Directors of the indicated class of such Fund, to serve until their
respective successors are duly elected and qualified. With respect to DSMB,
David W. Burke, Hans C. Mautner and John E. Zuccotti are nominated to be elected
as Class III Directors to serve for a three-year term. With respect to DSM, Ehud
Houminer and Robin A. Pringle are nominated to be elected as Class II Directors
to serve for a three-year term. Mr. Houminer and Ms. Pringle also are continuing
Class II Directors of DSMB and Messrs. Burke, Mautner and Zuccotti also are
continuing Class III Directors of DSM. Each Nominee also currently serves as a
Director of the Fund for which their election is proposed. Each Nominee has
consented to being named in this proxy statement and has agreed to continue to
serve as a Director of the indicated Fund if elected. Biographical information
about each Nominee is set forth below. Biographical information about each Fund'
s continuing Directors and other relevant information is set forth on Exhibit A.
Unless otherwise indicated, information set forth herein applies to both Funds.
None of the Nominees or continuing Directors are "interested persons" of either
Fund, as defined in the Investment Company Act of 1940, as amended (the "1940
Act").
Under the terms of each Fund's Charter, holders of the APS voting as a
single class are entitled, to the exclusion of holders of the Common Stock, to
elect two Directors. One such Director, Mr. Zuccotti, was elected in 2000 as a
Class III Director for APS holders of DSM to serve for a three year term. He
currently is a Nominee for election by holders of DSMB's APS as a Class III
Director. The other Director designated for holders of APS, Ms. Pringle, was
elected as a Class II Director for APS holders of DSMB last year to serve for a
three year term. Ms. Pringle currently is a Nominee for election by holders of
DSM's APS as a Class II Director.
Voting with regard to the election of Directors will be as follows: for
DSMB, holders of Common Stock and APS will vote together as a single class with
respect to the election of Class III Directors Messrs. Burke and Mautner; and
for DSM, holders of Common Stock and APS will vote together as a single class
with respect to the election of Class II Director Mr. Houminer. APS holders will
vote separately, to the exclusion of holders of the Common Stock, with respect
to the election of Class II Director Ms. Pringle, who is nominated to represent
the APS of DSM, and Class III Director Mr. Zuccotti, who is nominated to
represent the APS of DSMB.
(PAGE 2)
DSM CLASS II -- NOMINEES FOR DIRECTOR WITH TERM EXPIRING IN 2005
NAME (AGE),
POSITION WITH FUND (SINCE) PRINCIPAL OCCUPATION OTHER BOARD MEMBER
AND ADDRESS OF NOMINEE DURING PAST 5 YEARS AND AFFILIATIONS
EHUD HOUMINER (61)
CLASS II DIRECTOR OF DSM (1994) Professor and Executive-in-Residence Avnet Inc., an electronics
c/o Columbia Business School at the Columbia Business School, distributor, Director
Columbia University, Uris Hall Columbia University Super Sol Limited, an
New York, New York 10027 Principal of Lear, Yavitz and Israeli supermarket chain, Director
Associates, a management consulting firm
ROBIN A. PRINGLE (38)
(APS DESIGNEE)
CLASS II DIRECTOR OF DSM (1995) Senior Vice President of The --
621 South Plymouth Court National Mentoring Partnership
Chicago, Illinois 60605 (formerly, The One to One Partnership), a
national non-profit organization that seeks
to promote mentoring and economic empowerment
for at-risk youths
DSMB CLASS III -- NOMINEES FOR DIRECTOR WITH TERM EXPIRING IN 2005
NAME (AGE),
POSITION WITH FUND (SINCE) PRINCIPAL OCCUPATION OTHER BOARD MEMBER
AND ADDRESS OF NOMINEE DURING PAST 5 YEARS AND AFFILIATIONS
DAVID W. BURKE (65) Corporate Director and Trustee John F. Kennedy Library Foundation,
CLASS III DIRECTOR OF DSMB (1994) Director U.S.S. Constitution Museum,
Box 654 Director
Eastham, Massachusetts 02642
HANS C. MAUTNER (64)
CLASS III DIRECTOR OF DSMB (1989) Vice Chairman and a Director (since --
33 St. James's Square 1998) of Simon Property Group, a real
London, SW1Y 4JS, England estate investment company Chairman
(since 1998) of Simon Global Limited
Chairman, Chief Executive Officer
and Trustee (from 1997 to 1998) of Corporate
Property Investors (which merged into Simon
Property Group in September 1998)
JOHN E. ZUCCOTTI (64)
CLASS III DIRECTOR OF DSMB (1989) Chairman of Brookfield Financial --
One Liberty Plaza Properties, Inc. Vice-Chairman (since February
6th Floor 2000) of Brookfield Properties Corporation
New York, New York 10006
(PAGE 3)
The table below indicates the dollar range of each Nominee's ownership of
shares of the Funds' Common Stock and shares of other funds in the Dreyfus
Family of Funds for which he or she is a Board member, in each case as of
December 31, 2001.
DSM DSMB AGGREGATE HOLDING OF
COMMON COMMON FUNDS IN THE
NAME OF NOMINEE STOCK STOCK DREYFUS FAMILY OF FUNDS
Ehud Houminer None None Over $100,000
Robin A. Pringle None None None
David W. Burke None None Over $100,000
Hans C. Mautner None None Over $100,000
John E. Zuccotti None None None
As of December 31, 2001, none of the Nominees or their immediate family
members owned securities of Dreyfus or any person (other than a registered
investment company) directly or indirectly controlling, controlled by or under
common control with Dreyfus.
For each Fund, election of each Nominee requires the affirmative vote of a
plurality of the votes cast at the Fund's meeting.The persons named in the
accompanying form of proxy intend to vote each such proxy for the election of
the Nominees, unless stockholders specifically indicate on their proxies the
desire to withhold authority to vote for elections to office. It is not
contemplated that any Nominee will be unable to serve as a Board member for any
reason, but if that should occur prior to the meeting, the proxyholders reserve
the right to substitute another person or persons of their choice as nominee or
nominees.
Each Fund has standing audit, nominating and compensation committees, each
comprised of its Directors who are not "interested persons" of the Fund, as
defined in the 1940 Act. The function of the audit committee is to oversee the
Fund' s financial and reporting policies and certain internal control matters. A
copy of each Fund' s Audit Committee Charter, which describes the audit
committee' s purposes, duties and powers, is attached as Exhibit B to this Proxy
Statement. The function of the nominating committee is to select and nominate
all candidates who are not "interested persons" of the Fund for election to the
Fund' s Board. The nominating committee does not normally consider nomines
recommended by shareholders. The function of the compensation committee is to
establish the appropriate compensation for serving on the Board. Each Fund also
has a standing pricing committee, comprised of any one Director. The function of
the pricing committee is to assist in valuing the Fund's investments. DSM's
audit committee met five times, and DSMB's audit committee met four times, and
neither Fund's pricing, nominating or compensation committees met at all, during
each Fund's last fiscal year.
The Funds typically pay the Directors an annual retainer and a per meeting
fee ($2,500/$500 for DSMB and $4,500/$500 for DSM) and reimburse them for their
expenses. The Chairman of the Board of each Fund, Joseph S. DiMartino, receives
an additional 25% in annual retainer and per meeting fees. Emeritus Directors,
if any, are entitled to receive an annual retainer and per meeting fee of
one-half the amount paid to Board members. The Funds had no Emeritus Directors
as of the date of this Proxy Statement. The Funds do not pay any other
remuneration to their officers or Directors and neither Fund has a bonus,
pension, profit-sharing or retirement plan.
(PAGE 4)
The aggregate amount of compensation paid to each Nominee by DSMB for its
fiscal year ended November 30, 2001, and by DSM for its fiscal year ended
September 30, 2001, and the aggregate amount of compensation paid to each such
Nominee by all funds in the Dreyfus Family of Funds for which such Nominee was a
Board member (the number of portfolio's of such funds is set forth in
parenthesis next to each Nominee' s total compensation) for the year ended
December 31, 2001, was as follows:
TOTAL
COMPENSATION
FROM EACH FUND AND
AGGREGATE DREYFUS FUND COMPLEX
NAME OF COMPENSATION PAID TO
NOMINEE AND FUND FROM EACH FUND* NOMINEE (**)
Ehud Houminer $87,000 (21)
DSMB $5,000
DSM $6,000
Robin A. Pringle $41,500 (7)
DSMB $5,500
DSM $6,500
David W. Burke $259,000 (59)
DSMB $5,500
DSM $7,000
Hans C. Mautner $29,500 (7)
DSMB $3,500
DSM $6,000
John E. Zuccotti $35,500 (7)
DSMB $4,500
DSM $6,500
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* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,226 for DSM and $1,766 for DSMB for all Directors as a
group.
** Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the Nominee
serves as a Board member.
For each Fund's most recent fiscal year, the number of Board meetings held
and aggregate amount of compensation paid to each continuing Director who is not
a Nominee by the Fund and by all funds in the Dreyfus Family of Funds for which
such person is a Board member are set forth on Exhibit A. Certain other
information concerning each Fund's Directors and officers is also set forth on
Exhibit A.
SELECTION OF INDEPENDENT AUDITORS
The 1940 Act requires that each Fund's independent auditors be selected by
a majority of those Directors who are not "interested persons" (as defined in
the 1940 Act) of the Fund. One of the purposes of the audit committee is to
recommend to the Fund' s Board the selection, retention or termination of
independent auditors for the Fund. At a meeting held on October 22, 2001 for
DSMB and July 30, 2001 for DSM, each Fund's audit committee recommended and each
Fund' s Board, including a majority of those Directors who are not "interested
persons" of the Fund, approved the selection of Ernst & Young LLP as the
independent auditors for the respective Fund's fiscal year ending in 2002. Ernst
& Young LLP, a major international accounting firm, has acted as auditors of
each Fund since the Fund' s organization. After reviewing the Fund's audited
financial statements for the fiscal year ended September 30, 2001 for DSM, and
November 30, 2001 for DSMB, each Fund's audit committee recommended to the Fund'
s Board that such statements be included in the Fund's annual report to
stockholders. Copies of the audit committee's report for each Fund are attached
as Exhibits C and D to this proxy statement.
AUDIT FEES. For the fiscal year ended September 30, 2001 for DSM, and
November 30, 2001 for DSMB, Ernst & Young LLP billed each fund $27,800 and
$38,600, respectively, for services rendered in connection with the annual audit
of each Fund's financial statements.
(PAGE 5)
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were no
professional services rendered by Ernst & Young LLP to the Funds, investment
adviser or affiliated entities that provide services to the Funds during its
most recent fiscal year relating to financial systems design and implementation
services.
ALL OTHER FEES. The aggregate fees for professional services rendered by
Ernst & Young LLP for all other services provided to the Funds, the investment
adviser and to affiliated entities that provided services to the Funds amounted
to $70,500, all of which related to services such as tax consulting provided to
the Funds' adviser and none of which was for audit related services. In
addition, all other fees for services provided to the Funds were $18,500 each,
relating to the review of each Fund's tax returns and performing agreed upon
procedures relating to each Fund's APS.
The audit committee for each Fund considered the compatibility of these
non-audit services with Ernst & Young LLP's independence.
OTHER MATTERS
If a proxy is properly executed and returned accompanied by instructions to
withhold authority to vote, represents a broker "non-vote" (that is, a proxy
from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
of the Fund on a particular matter with respect to which the broker or nominee
does not have discretionary power) or marked with an abstention (collectively, "
abstentions" ), the Fund's shares represented thereby will be considered to be
present at the meeting for purposes of determining the existence of a quorum for
the transaction of business. Under Maryland law, abstentions do not constitute a
vote "for" or "against" a matter and will be disregarded in determining "votes
cast" on an issue.
Neither Fund's Board is aware of any other matter which may come before the
meeting. However, should any such matter with respect to one or both Funds
properly come before the meeting, it is the intention of the persons named in
the accompanying form of proxy to vote the proxy in accordance with their
judgment on such matter.
Each Fund will bear its pro rata share of the cost of soliciting proxies.
In addition to the use of the mails, proxies may be solicited personally, by
telephone or by facsimile, and each Fund may pay persons holding shares of a
Fund in their names or those of their nominees for their expenses in sending
soliciting materials to their principals.
Proposals that stockholders wish to include in either Fund's proxy
statement for the Fund's next Annual Meeting of Stockholders must be sent in
writing and received by the Fund no later than October 30, 2002 at the principal
executive offices of the Fund at 200 Park Avenue, New York, New York 10166,
Attention: General Counsel. The date after which notice of a stockholder
proposal is considered untimely, except as otherwise permitted under applicable
law, is February 6, 2003.
Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as
the Funds' investment adviser.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise, as appropriate, Dreyfus Strategic Municipals, Inc., in care
of The Bank of New York, Proxy Department, 101 Barclay Street, New York, New
York 10286, or Dreyfus Strategic Municipal Bond Fund, Inc., in care of Bank of
Boston, Shareholder Services Division, Proxy Department, P.O. Box 17191/M/S:
45-01-02, Boston, Massachusetts 02105, whether other persons are the beneficial
owners of the shares for which proxies are being solicited, and if so, the
number of copies of the proxy statement and other soliciting material you wish
to receive in order to supply copies to the beneficial owners of shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO
DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, SIGN, DATE
AND RETURN EACH ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE.
Dated: April 8, 2002
(PAGE 6)
EXHIBIT A
PART I
Part I sets forth information relevant to the continuing Directors who are
not Nominees for election at this meeting.
CONTINUING CLASS I DIRECTORS WITH TERMS EXPIRING IN 2003 FOR DSM AND 2004 FOR
DSMB
NAME (AGE),
POSITION WITH FUND (SINCE) PRINCIPAL OCCUPATION OTHER BOARD MEMBER
AND ADDRESS OF NOMINEE DURING PAST 5 YEARS AND AFFILIATIONS
JOSEPH S. DIMARTINO (58)
CHAIRMAN OF THE BOARD AND Corporate Director and Trustee The Muscular Dystrophy
CLASS I DIRECTOR OF DSM (1989) Association, Director
CHAIRMAN OF THE BOARD AND PlanVista Corporation
CLASS I DIRECTOR OF DSMB (1995) (formerly, HealthPlan
200 Park Avenue Services Corporation),
New York, New York 10166 a provider of marketing,
administrative and risk
management services to health
and other benefit programs, DIRECTOR
Carlyle Industries, Inc., a
button packager and distributor, DIRECTOR
Century Business Services, Inc., a provider
of outsourcing functions for small and medium
size companies, DIRECTOR
The Newark Group, a provider of a national
market of paper recovery facilities, paperboard
mills and paperboard converting plants, DIRECTOR
QuikCAT.com, a developer of high speed movement,
routing, storage and encryption of data, DIRECTOR
HODDING CARTER, III (66)
CLASS I DIRECTOR OF DSM (1989) President and Chief Executive --
CLASS I DIRECTOR OF DSMB (1989) Officer of John S. and James L.
c/o Knight Foundation Knight Foundation
2 South Biscayne Boulevard President and Chairman (from 1985
Suite 3800 to 1998) of MainStreet TV
Miami, Florida 33131 Knight Professor in Journalism
(from 1985 to1998) at the University
of Maryland
RICHARD C. LEONE (61)
CLASS I DIRECTOR OF DSM (1989) President of The Century Foundation --
CLASS I DIRECTOR OF DSMB (1989) (formerly, The Twentieth Century Fund,
41 East 70th Street Inc.), a tax exempt research foundation
New York, New York 10021 engaged in the study of economic,
foreign policy and domestic issues
(PAGE A-1)
The table below indicates the dollar range of each Continuing Director's
ownership of shares of the Funds' Common Stock and shares of other funds in the
Dreyfus Family of Funds for which he or she is a Board member, in each case as
of December 31, 2001.
DSM DSMB AGGREGATE HOLDING OF
COMMON COMMON FUNDS IN THE
NAME OF CONTINUING DIRECTOR STOCK STOCK DREYFUS FAMILY OF FUNDS
Joseph S. DiMartino None None Over $100,000
Hodding Carter III None None None
Richard C. Leone $10,001 - $50,000 $1 - $10,000 Over $100,000
As of December 31, 2001, none of the Continuing Directors or their
immediate family members owned securities of Dreyfus or any person (other than a
registered investment company) directly or indirectly controlling, controlled by
or under common control with Dreyfus.
PERTAINING TO THE BOARD OF EACH FUND
* Number of Board meetings held during the last fiscal year: DSMB-6 AND DSM-6
* All Directors (and Nominees) attended at least 75% of all Board and
committee meetings, as applicable, held in the last fiscal year.
COMPENSATION TABLE. The aggregate amount of compensation paid to each
continuing Director by DSMB for its fiscal year ended November 30, 2001, and by
DSM for its fiscal year ended September 30, 2001, and the aggregate amount of
compensation paid to each such Director by all funds in the Dreyfus Family of
Funds for which such Director was a Board member (the number of portfolios of
such funds is set forth in parenthesis next to each Director' s total
compensation) for the year ended December 31, 2001, was as follows:
TOTAL
COMPENSATION
FROM EACH FUND AND
AGGREGATE FUND COMPLEX
NAME OF CONTINUING COMPENSATION PAID TO
DIRECTOR AND FUND FROM EACH FUND* NOMINEE (**)
Hodding Carter III $35,500 (7)
DSMB $4,500
DSM $6,000
Joseph S. DiMartino $810,313 (195)
DSMB $6,875
DSM $8,750
Richard Leone $38,500 (7)
DSMB $5,000
DSM $6,500
----------------------
* Amount does not include reimbursed expenses for attending Board meetings,
which amounted to $2,226 for DSM and $1,766 for DSMB for all Directors as a
group.
** Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Funds, for which the Director
serves as a Board member.
(PAGE A-2)
PART II
Part II sets forth information relevant to the officers of each Fund.
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS
STEPHEN E. CANTER
President (2000) 56 Chairman of the Board, Chief
Executive Officer, Chief Operating
Officer, and a director of Dreyfus,
and an officer of 92 investment
companies (comprised of 183 portfolios)
managed by Dreyfus. Mr. Canter also
is a Director and Executive Committee
Member of the other investment management
subsidiaries of Mellon Financial Corporation,
each of which is an affiliate of Dreyfus.
A. PAUL DISDIER
Executive Vice President (2000) 46 Director of Dreyfus Municipal
Securities and an officer of 3 investment
companies (comprised of 3 portfolios)
managed by Dreyfus.
MARK N. JACOBS
Vice President (2000) 55 Executive Vice President, Secretary and
General Counsel of Dreyfus, and an officer
of 94 investment companies (comprised of 196
portfolios) managed by Dreyfus.
JAMES WINDELS
Treasurer (2001) 44 Director -- Mutual Fund Accounting of
Dreyfus, and an officer of 94
investment companies (comprised of 196 portfolios)
managed by Dreyfus.
JOHN B. HAMMALIAN
Secretary (2000) 38 Associate General Counsel of Dreyfus, and an
officer of 24 investment companies (comprised of
28 portfolios) managed by Dreyfus.
STEVEN F. NEWMAN
Assistant Secretary (2000) 52 Associate General Counsel and Assistant Secretary
of Dreyfus, and an officer of 94 investment companies
(comprised of 196 portfolios) managed by Dreyfus.
MICHAEL A. ROSENBERG
Assistant Secretary (2000) 42 Associate General Counsel of Dreyfus, and an officer
of 93 investment companies (comprised of 183 portfolios)
managed by Dreyfus.
GREGORY S. GRUBER
Assistant Treasurer (2000) 43 Senior Accounting Manager -- Municipal Bond Funds
of Dreyfus, and an officer of 30 investment companies
(comprised of 59 portfolios) managed by Dreyfus.
(PAGE A-3)
NAME AND POSITION PRINCIPAL OCCUPATION AND BUSINESS
WITH FUNDS (SINCE) AGE EXPERIENCE FOR PAST FIVE YEARS
KENNETH J. SANDGREN
Assistant Treasurer (2001) 47 Mutual Funds Tax Director of Dreyfus,
and officer of 94 investment companies
(comprised of 196 portfolios) managed
by Dreyfus.
The address of each officer of the Funds is 200 Park Avenue, New York, New
York 10166.
(PAGE A-4)
PART III
Part III sets forth information for each Fund regarding the beneficial
ownership of its shares as of March 8, 2002 by Nominees, continuing Directors
and officers of the Fund owning shares on such date and by any shareholders
owning 5% or more of the Fund's outstanding shares. As of March 8, 2002 each
Fund' s Directors and officers, as a group, owned less than 1% of the Fund's
outstanding shares.
As of March 8, 2002, the following Directors and officers owned shares in
the funds as indicated below:
DSM DSMB
COMMON SHARES OWNED COMMON SHARES OWNED
DIRECTORS MARCH 8, 2002 MARCH 8, 2002
Richard C. Leone 2,800 700
OFFICERS
Mark N. Jacobs 48,729 -0-
A. Paul Disdier 14,000 4,500
To each Fund's knowledge, no person owned beneficially 5% or more of the
outstanding shares of Common Stock of a Fund or the outstanding shares of APS on
March 8, 2002, other than Cede & Co., which held of record 87.9% and 89.5% of
the outstanding Common Stock for DSM and DSMB, respectively, and 100% of the
outstanding shares of APS of each of DSM and DSMB.
To each Fund's knowledge, all of its officers, Directors and holders of
more than 10% of its Common Stock or APS complied with all filing requirements
under Section 16(a) of the Securities Exchange Act of 1934, as amended, during
the fiscal year ended September 30, 2001 for DSM and November 30, 2001 for DSMB.
In making this disclosure, each Fund has relied solely on written
representations of such persons and on copies of reports that have been filed
with the Securities and Exchange Commission.
(PAGE A-5)
EXHIBIT B
AUDIT COMMITTEE CHARTER
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
DREYFUS STRATEGIC MUNICIPALS, INC.
(each, a "Fund")
1. The Audit Committee shall consist of at least three members and shall be
composed entirely of independent directors, all of whom shall be
financially literate as determined by the Fund's Board in its business
judgment, with at least one member having accounting or related financial
management expertise as determined by the Fund's Board in its business
judgment.
2. The purposes of the Audit Committee are:
(a) to oversee the Fund's accounting and financial reporting policies and
practices, its internal controls and, as appropriate, the internal
controls of certain service providers;
(b) to oversee the quality and objectivity of the Fund's financial
statements and the independent audit thereof; and
(c) to act as a liaison between the Fund's independent auditors and the
full Board of Directors.
The function of the Audit Committee is oversight. The Fund's management
is responsible for (i) the preparation, presentation and integrity of the
Fund's financial statements, (ii) the maintenance of appropriate
accounting and financial reporting principles and policies and (iii) the
maintenance of internal controls and procedures designed to assure
compliance with accounting standards and applicable laws and regulations.
The outside auditors are responsible for planning and carrying out a
proper audit and reviews. In fulfilling their responsibilities hereunder,
it is recognized that members of the Audit Committee are not full-time
employees of the Fund and are not, and do not represent themselves to be,
accountants or auditors by profession or experts in the fields of
accounting or auditing. As such, it is not the duty or responsibility of
the Audit Committee or its members to conduct "field work" or other types
of auditing or accounting reviews or procedures. Each member of the Audit
Committee shall be entitled to rely on (i) the integrity of those persons
and organizations within and outside the Fund from which it receives
information and (ii) the accuracy of the financial and other information
provided to the Audit Committee by such persons and organizations absent
actual knowledge to the contrary (which shall be promptly reported to the
Fund's Board). In addition, the evaluation of the Fund's financial
statements by the Audit Committee is not of the same scope as, and does
not involve the extent of detail as, audits performed by the independent
accountants, nor does the Audit Committee's evaluation substitute for the
responsibilities of the Fund's management for preparing, or the
independent accountants for auditing, the financial statements.
3. To carry out its purposes, the Audit Committee shall have the following
duties and powers:
(a) to recommend the selection, retention or termination of outside
auditors and, in connection therewith, to evaluate the independence
of the auditors, including whether the auditors provide any
consulting services to the Fund's investment adviser (it being
understood that the auditors are ultimately accountable to the Audit
Committee and the Fund's Board and that the Audit Committee and the
Fund's Board shall have the ultimate authority and responsibility to
select, evaluate, retain and terminate auditors, subject to any
required stockholder vote);
(b) to ensure receipt of a formal written statement from the outside
auditors on a periodic basis specifically delineating all
relationships between the auditors and the Fund; to discuss with the
auditors any disclosed relationships or services that may impact the
auditors' objectivity and independence; and to recommend that the
Fund's Board take appropriate action in response to the auditors'
report to satisfy itself of the auditors' independence;
(PAGE B-1)
(c) to meet with the Fund's outside auditors, including private meetings,
as necessary (i) to review the arrangements for and scope of the
annual audit and any special audits; (ii) to discuss any matters of
concern relating to the Fund's financial statements, including any
adjustments to such statements recommended by the auditors, or other
results of said audit(s); and (iii) to consider the auditors' comments
with respect to the Fund's financial policies, procedures and internal
accounting controls and management's responses thereto
(d) to consider the effect upon the Fund of any changes in accounting
principles or practices proposed by management or the outside
auditors;
(e) to review the fees charged by the outside auditors for audit and
non-audit services;
(f) to investigate improprieties or suspected improprieties in Fund
operations; and
(g) to report its activities to the full Board on a periodic basis and to
make such recommendations with respect to the above and other matters
as the Committee may deem necessary or appropriate.
4. The Committee shall meet at least once annually and is empowered to hold
special meetings as circumstances require.
5. The Committee shall regularly meet (typically, concurrently with the
regular Committee meetings) with the Fund's management.
6. The Committee shall have the resources and authority appropriate to
discharge its responsibilities, including the authority to retain special
counsel and other experts or consultants at the expense of the Fund.
7. The Committee shall review the adequacy of this Charter at least annually
and recommend any changes to the full Board. The Board shall also review
and approve this Charter at least annually.
8. With respect to any subsequent changes to the composition of the Committee,
and otherwise approximately once each year, the Fund shall provide the New
York Stock Exchange written confirmation regarding:
(1) any determination that the Fund's Board has made regarding the
independence of directors
pursuant to the New York Stock Exchange's governance standards or
applicable law;
(2) the financial literacy of the Committee members;
(3) the determination that at least one of the Committee members has
accounting or related financial management expertise; and
(4) the annual review and reassessment of the adequacy of the Committee
charter
Effective: June 1, 2000
(PAGE B-2)
EXHIBIT C
Dreyfus Strategic Municipals, Inc.
November 19, 2001
REPORT OF THE AUDIT COMMITTEE
The audit committee oversees the Fund's financial reporting process on behalf of
the board of directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with accounting principles generally accepted in the United States, their
judgments as to the quality, not just the acceptability, of the Fund's
accounting principles and such other matters as are required to be discussed
with the committee under generally accepted auditing standards. In addition, the
committee has discussed with the independent auditors the auditors' independence
from management and the Fund including the auditor's letter and the matters in
the written disclosures required by the Independence Standards Board and
considered the compatibility of non-audit services with the auditors'
independence.
The committee discussed with the Fund's independent auditors the overall
scope and plans for the audit. The committee meets with the independent
auditors, with and without management present, to discuss the results of their
examinations, their evaluations of the Fund's internal controls, and the overall
quality of the Fund's financial reporting.
In reliance on the reviews and discussions referred to above, the committee
recommended to the board of directors (and the board has approved) that the
audited financial statements be included in the Annual Report to Shareholders
for the year ended September 30, 2001. The committee and the board also have
approved the selection of Ernst & Young LLP as the Fund's independent auditors
for the fiscal year ending September 30, 2002.
Richard C. Leone, Audit Committee Chair Ehud Houminer, Audit Committee Member
David W. Burke, Audit Committee Member Hans C. Mautner, Audit Committee Member
Hodding Carter, III, Audit Committee Member Robin A. Pringle, Audit Committee Member
Joseph DiMartino, Audit Committee Member John E. Zuccotti Audit Committee Member
(PAGE C-1)
EXHIBIT D
Dreyfus Strategic Municipal Bond Fund, Inc.
January 30, 2002
REPORT OF THE AUDIT COMMITTEE
The audit committee oversees the Fund's financial reporting process on behalf of
the board of directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal
controls. In fulfilling its oversight responsibilities, the committee reviewed
the audited financial statements in the Annual Report with management including
a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The committee reviewed with the independent auditors, who are responsible for
expressing an opinion on the conformity of those audited financial statements
with accounting principles generally accepted in the United States, their
judgments as to the quality, not just the acceptability, of the Fundy's
accounting principles and such other matters as are required to be discussed
with the committee under generally accepted auditing standards. In addition, the
committee has discussed with the independent auditors the auditors' independence
from management and the Fund including the auditor's letter and the matters in
the written disclosures required by the Independence Standards Board and
considered the compatibility of non-audit services with the auditors'
independence.
The committee discussed with the Fund's independent auditors the overall scope
and plans for the audit. The committee meets with the independent auditors, with
and without management present, to discuss the results of their examinations,
their evaluations of the Fund's internal controls, and the overall quality of
the Fund's financial reporting.
In reliance on the reviews and discussions referred to above, the committee
recommended to the board of directors (and the board has approved) that the
audited financial statements be included in the Annual Report to Shareholders
for the year ended November 30, 2001. The committee and the board also have
approved the selection of Ernst & Young LLP as the Fund's independent auditors
for the fiscal year ending November 30, 2002.
Richard C. Leone, Audit Committee Chair Ehud Houminer, Audit Committee Member
David W. Burke, Audit Committee Member Hans C. Mautner, Audit Committee Member
Hodding Carter, III, Audit Committee Member Robin A. Pringle, Audit Committee Member
Joseph DiMartino, Audit Committee Member John E. Zuccotti Audit Committee Member
(PAGE D-1)
IMPORTANT
Please Act Promptly
Sign, Date and Mail your Proxy Card(s) Today.
No matter how many shares you own, your vote is important. Voting can also
help the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for
proxies required to achieve a quorum.
Please note that if you hold more than one account in the Fund, a proxy card
will be sent to you for each of your accounts. You should sign and return
each proxy card in order for all votes to be counted.
Thank you for your interest in the Fund.
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
COMMON STOCK HOLDERS
The undersigned stockholder of Dreyfus Strategic Municipal Bond Fund, Inc.
(the "Fund") hereby appoints Robert R. Mullery and Emile R. Molineaux, and
each of them, the attorneys and proxies of the undersigned, with full power
of substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on March 08,
2002 at the Annual Meeting of Stockholders to be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York,
commencing at 10:00 a.m. on Friday, May 10, 2002; and at any and all
adjournments thereof, with all of the powers the undersigned would possess if
then and there personally present and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
proposals, as more fully described in the Proxy Statement for the meeting.
................................................................................
FOLD AND DETACH HERE
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTEDFOR
THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED
Please mark Boxes in blue or black ink.
Please mark your votes as indicated in this example X___
---------------
1. Election of Directors
Nominees are: Class III - David W. Burke, Hans C. Mautner
___FOR ALL Nominees
___WITHHOLD authority only for the Nominee(s) whose name(s) I have written to
the right ___WITHHOLD authority for ALL NOMINEES
_____ FOR ALL Nominees
_____WITHHOLD AUTHORITY for the Nominee
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s)
thereof.
By signing this proxy card, receipt of the accompanying Notice of Annual
Meeting of Stockholders and Proxy Statement is acknowledged. Signature(s)
should be exactly as name or names appearing on this proxy. If shares are
held jointly, each holder should sign. If signing is by attorney, executor,
administrator, trustee or guardian, please give full title.
Dated: ____________________________________________, 2002
________________________________________________________Signature(s)
________________________________________________________Signature(s)
Sign, Date and return the Proxy Card Promptly using the Enclosed Envelope.
-------------------------------------------------------------------------------
IMPORTANT
Please Act Promptly
Sign, Date and Mail your Proxy Card(s) Today.
No matter how many shares you own, your vote is important. Voting can also
help the Fund save money. To hold a meeting, a quorum must be represented.
Voting today can save the Fund the expense of another solicitation for
proxies required to achieve a quorum.
Please note that if you hold more than one account in the Fund, a proxy card
will be sent to you for each of your accounts. You should sign and return
each proxy card in order for all votes to be counted.
Thank you for your interest in the Fund.
DREYFUS STRATEGIC MUNICIPAL BOND FUND, INC.
AUCTION PREFFERED STOCK HOLDERS
The undersigned stockholder of Dreyfus Strategic Municipal Bond Fund, Inc.
(the "Fund") hereby appoints Robert R. Mullery and Emile R. Molineaux, and
each of them, the attorneys and proxies of the undersigned, with full power
of substitution, to vote, as indicated herein, all of the shares of the Fund
standing in the name of the undersigned at the close of business on March 08,
2002 at the Annual Meeting of Stockholders to be held at the offices of The
Dreyfus Corporation, 200 Park Avenue, 7th Floor West, New York, New York,
commencing at 10:00 a.m. on Friday, May 10, 2002; and at any and all
adjournments thereof, with all of the powers the undersigned would possess if
then and there personally present and especially (but without limiting the
general authorization and power hereby given) to vote as indicated on the
proposals, as more fully described in the Proxy Statement for the meeting.
................................................................................
FOLD AND DETACH HERE
THIS PROXY IS SOLICITED BY THE FUND'S BOARD OF DIRECTORS AND WILL BE VOTEDFOR
THE ABOVE PROPOSALS UNLESS OTHERWISE INDICATED
Please mark Boxes in blue or black ink.
Please mark your votes as indicated in this example X___
---------------
3. Election of Directors
Nominees are: Class III - David W. Burke, Hans C. Mautner and John E. Zuccotti
___FOR ALL Nominees
___WITHHOLD authority only for the Nominee(s) whose name(s) I have written to
the right ___WITHHOLD authority for ALL NOMINEES
1. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting, or any adjournment(s)
thereof.
By signing this proxy card, receipt of the accompanying Notice of Annual
Meetingof Stockholders and Proxy Statement is acknowledged.
Signature(s) should be exactly as name or names appearing on this proxy. If
shares are held jointly, each holder should sign. If signing is by attorney,
executor, administrator, trustee or guardian, please give full title.
Dated: ____________________________________________, 2002
________________________________________________________Signature(s)
________________________________________________________Signature(s)
-------------------------------------------------------------------------------
Sign, Date and return the Proxy Card Promptly using the Enclosed Envelope.
FOLD AND DETACH HERE