-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PbzgYbUXcdYsWHEYIcd9R+4u/pnKy2AGeczRzwKMM22WHeTpkQpOTgIneIa/GG6Q VqeR/qe7FsAAbdrS2fKG2A== 0000899140-03-001010.txt : 20031202 0000899140-03-001010.hdr.sgml : 20031202 20031202160745 ACCESSION NUMBER: 0000899140-03-001010 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031125 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20031202 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERMEDIATE MUNI FUND INC CENTRAL INDEX KEY: 0000882300 IRS NUMBER: 133643581 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 811-06506 FILM NUMBER: 031032840 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2126985344 MAIL ADDRESS: STREET 1: 388 GREENWICH ST CITY: NEW YORK STATE: NY ZIP: 10013 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INTERMEDIATE MUNICIPAL FUND INC DATE OF NAME CHANGE: 19920909 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY INTERMEDIATE QUALITY MUNICIPAL FUND INC DATE OF NAME CHANGE: 19600201 8-K 1 i1301732a.txt CURRENT REPORT ON FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) November 25, 2003 ----------------- Intermediate Muni Fund, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Maryland 811-6506 13-3643581 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.) 300 First Stamford Place, 4th Floor, Stamford, CT 06902 - ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 890-7029 -------------- Intermediate Muni Fund, Inc. CURRENT REPORT ON FORM 8-K Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit Number -------------- 99.1 Intermediate Muni Fund, Inc. press release, dated December 1, 2003. Item 9. Regulation FD Disclosure. On December 1, 2003, Intermediate Muni Fund, Inc. (the "Fund") issued a press release with respect to a memo released on November 25, 2003 by Citigroup Asset Management ("CAM"), the business unit of which the Fund's investment manager is a part, to CAM's senior staff. Exhibit 99.1 is a copy of the press release. The press release is being furnished pursuant to Item 9 of this Current Report on Form 8-K, and the information contained in Exhibit 99.1 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18. Furthermore, the information contained in Exhibit 99.1 shall not be deemed to be incorporated by reference into the filings of the Fund under the Securities Act of 1933, as amended. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Intermediate Muni Fund, Inc. (Registrant) Date: December 2, 2003 /s/ Thomas C. Mandia ---------------- ------------------------------ (Signature) Name: Thomas C. Mandia Title: Assistant Secretary EXHIBIT INDEX Exhibit Number - -------------- 99.1 Press release of the Fund, dated December 1, 2003. EX-99.1 3 i1301732b.txt PRESS RELEASE INTERMEDIATE MUNI FUND INC. ISSUES STATEMENT NEW YORK - (PRNewswire-FirstCall) - December 1, 2003 Intermediate Muni Fund Inc., which is traded on the American Stock Exchange under the symbol "SBI," issued today the following statement: The Fund has received the following information from Citigroup Asset Management ("CAM"), the Citigroup business unit which includes the Fund's Investment Manager and other investment advisory companies, all of which are indirect, wholly-owned subsidiaries of Citigroup. CAM is reviewing its entry, through an affiliate, into the transfer agent business in the period 1997-1999. As CAM currently understands the facts, at the time CAM decided to enter the transfer agent business, CAM sub-contracted for a period of five years certain of the transfer agency services to a third party and also concluded a revenue guarantee agreement with this sub-contractor providing that the sub-contractor would guarantee certain benefits to CAM or its affiliates (the "Revenue Guarantee Agreement"). In connection with the subsequent purchase of the sub-contractor's business by an affiliate of the current sub-transfer agent (PFPC Inc.) used by CAM on many of the funds it manages, this Revenue Guarantee Agreement was amended eliminating those benefits in exchange for arrangements that included a one-time payment from the sub-contractor. The Boards of CAM-managed funds (the "Boards") were not informed of the Revenue Guarantee Agreement with the sub-contractor at the time the Boards considered and approved the transfer agent arrangements. Nor were the Boards informed of the subsequent amendment to the Revenue Guarantee Agreement when that occurred. CAM has begun to take corrective actions. CAM will pay to the applicable funds $16 million (plus interest) that CAM and its affiliates received from the Revenue Guarantee Agreement and its amendment. CAM also plans an independent review to verify that the transfer agency fees charged by CAM were fairly priced as compared to competitive alternatives. CAM is instituting new procedures and making changes designed to ensure no similar arrangements are entered into in the future. CAM has briefed the SEC, the New York State Attorney General and other regulators with respect to this matter, as well as the U.S. Attorney who is investigating the matter. CAM is cooperating with governmental authorities on this matter. The Fund's transfer agent is PFPC Inc., which is not affiliated with CAM. Intermediate Muni Fund Inc., a diversified investment management company, is managed by Smith Barney Fund Management LLC, an indirect wholly owned subsidiary of Citigroup Inc. Contact: Brenda Grandell Director, Closed-End Funds Citigroup Asset Management 1-212-291-3775 Investor Relations: 1-888-735-6507 -----END PRIVACY-ENHANCED MESSAGE-----