-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, ByWmXqXgUQ6TohpTzfooHyWQbM6ae6DNiczuQdgwehBrCdzIRMx+im8p/iXTu8d2 xPonIY45cROBJkNfxpMF+A== 0000053798-95-000109.txt : 19950601 0000053798-95-000109.hdr.sgml : 19950601 ACCESSION NUMBER: 0000053798-95-000109 CONFORMED SUBMISSION TYPE: DEFS14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950317 FILED AS OF DATE: 19950228 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SMITH BARNEY APPRECIATION FUND INC CENTRAL INDEX KEY: 0000089558 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 132653031 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFS14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-01940 FILM NUMBER: 95516908 BUSINESS ADDRESS: STREET 1: TWO WORLD TRADE CENTER CITY: NEW YORK STATE: NY ZIP: 10048 BUSINESS PHONE: 6175731332 FORMER COMPANY: FORMER CONFORMED NAME: SMITH BARNEY SHEARSON APPRECIATION FUND INC DATE OF NAME CHANGE: 19931015 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN BROTHERS APPRECIATION FUND INC DATE OF NAME CHANGE: 19930326 FORMER COMPANY: FORMER CONFORMED NAME: SHEARSON LEHMAN APPRECIATION FUND INC/MD/ DATE OF NAME CHANGE: 19930326 DEFS14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by 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 SMITH BARNEY APPRECIATION FUND INC. (Name of Registrant as Specified In Its Charter) Arlene M. Wallace (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): [X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(j)(1), or 14a- 6(j)(2). [ ] $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. 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 0-11:1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4) Proposed maximum aggregate value of transaction: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 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: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SMITH BARNEY APPRECIATION FUND INC. 388 GREENWICH STREET NEW YORK, NEW YORK 10013 MARCH 1, 1995 Dear Valued Shareholder: AN INVITATION TO . . . A SPECIAL SHAREHOLDER MEETING OF SMITH BARNEY APPRECIATION FUND INC. We would like to invite you to a Special Meeting of Shareholders of Smith Barney Appreciation Fund Inc. which will be held, not only to vote on the proposals that are listed below, but also to celebrate the Fund's 25th an- niversary. The Special Meeting will take place at the Stouffer Renaissance Mayflower Hotel, 1127 Connecticut Avenue, N.W., Washington, D.C. on April 17, 1995 at 4:30 p.m. Our guest speaker at this meeting will be Hersh Cohen, Portfolio Manager of Smith Barney Appreciation Fund Inc. for the past 16 years. Mr. Cohen will discuss his investment strategy for the Fund and will give his out- look for the market this year. A reception will follow the presentation. The business portion of the Special Meeting will be held for the following purposes: 1. To elect ten (10) Directors of the Fund; 2. To ratify the selection of KPMG Peat Marwick LLP as the independent accountants for the Fund for the fiscal year ending December 31, 1995; and 3. To transact any other business presented at the Special Meeting. If you do not plan to attend the Special Meeting, please sign, date and return the enclosed proxy card in the postage-paid envelope provided. For more details about these proposals, please refer to the enclosed proxy statement. We hope that you will be able to join us and hear Mr. Cohen speak about his investment strategies and views on the market. If you have any ques- tions, please call your Financial Consultant who will be pleased to assist you. We look forward to serving your investment needs with Smith Barney Mutual Funds. Sincerely, Heath B. McLendon HEATH B. MCLENDON Chairman of the Board of Smith Barney Appreciation Fund Inc. SMITH BARNEY APPRECIATION FUND INC. 388 GREENWICH STREET NEW YORK, NEW YORK 10013 ------------ NOTICE OF SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 17, 1995 ------------ To the Shareholders of: SMITH BARNEY APPRECIATION FUND INC. Notice is hereby given that a Special Meeting of shareholders of Smith Barney Appreciation Fund Inc. (the "Fund") will be held at the Stouffer Renaissance Mayflower Hotel, 1127 Connecticut Avenue, N.W., Washington D.C. 20036 on April 17, 1995 commencing at 4:30 p.m., for the following purposes: 1. To elect ten (10) Directors of the Fund (PROPOSAL 1); 2. To ratify the selection of KPMG Peat Marwick LLP as the independent accountants for the Fund for the fiscal year ending December 31, 1995 (PROPOSAL 2); and 3. To transact such other business as may properly come before the Spe- cial Meeting or any adjournments thereof. Proposals 1 and 2 are discussed in greater detail in the attached Proxy Statement. The close of business on February 21, 1995 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Special Meeting and any adjournments thereof. By Order of the Board of Directors, CHRISTINA T. SYDOR Secretary March 1, 1995 SHAREHOLDERS OF THE FUND WHO DO NOT EXPECT TO ATTEND THE SPECIAL MEETING ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE EN- CLOSED ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXY CARDS ARE SET FORTH ON THE FOLLOWING PAGE. IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. INSTRUCTIONS FOR SIGNING PROXY CARDS The following general rules for signing proxy cards may be of assistance to you and avoid the time and expense to the Fund involved in validating your vote if you fail to sign your proxy card properly. 1. Individual Accounts: Sign your name exactly as it appears in the reg- istration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 3. All Other Accounts: The capacity of the individual signing the proxy card should be indicated unless it is reflected in the form of regis- tration. For example:
REGISTRATION VALID SIGNATURE CORPORATE ACCOUNTS (1) ABC Corp. ABC Corp. (2) ABC Corp. John Doe, Treasurer (3) ABC Corp. c/o John Doe, Treasurer John Doe (4) ABC Corp. Profit Sharing Plan John Doe, Trustee TRUST ACCOUNTS (1) ABC Trust Jane B. Doe, Trustee (2) Jane B. Doe, Trustee u/t/d 12/28/78 Jane B. Doe CUSTODIAL OR ESTATE ACCOUNTS (1) John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA John B. Smith (2) Estate of John B. Smith John B. Smith, Jr., Executor
SMITH BARNEY APPRECIATION FUND INC. 388 GREENWICH STREET NEW YORK, NEW YORK 10013 ------------ SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 17, 1995 ------------ PROXY STATEMENT This Proxy Statement is being solicited by the Board of Directors (the "Board") of Smith Barney Appreciation Fund Inc. (the "Fund") for use at a special meeting of shareholders (the "Meeting") to be held on April 17, 1995, or any adjournment or adjournments thereof. The Meeting will be held at the Stouffer Renaissance Mayflower Hotel, 1127 Connecticut Avenue, N.W., Washington, D.C. 20036 at the time specified in the Notice of Spe- cial Meeting of Shareholders and proxy card that accompany this Proxy Statement. Proxy solicitations will be made primarily by mail, but proxy solicitations also may be made by telephone, telegraph or personal inter- views conducted by officers and employees of: the Fund; Smith Barney Inc. ("Smith Barney"), the distributor of shares of the Fund; Smith Barney Mu- tual Funds Management Inc. ("SBMFM"), the investment adviser and adminis- trator for the Fund; The Boston Company Advisors, Inc., the sub- administrator for the Fund ("Boston Advisors"); and/or The Shareholder Services Group, Inc., a subsidiary of First Data Corporation ("TSSG") and the transfer agent of the Fund. (The offices of the Fund, Smith Barney and SBMFM are located at 388 Greenwich Street, New York, New York 10013. Bos- ton Advisors and TSSG are based in Boston, Massachusetts.) The costs of the proxy solicitation and expenses incurred in connection with the prepa- ration of this Proxy Statement and its enclosures will be paid by the Fund. The Annual Report of the Fund, including audited financial state- ments for the fiscal year ended December 31, 1994, accompanies this Proxy Statement. The Fund currently issues five classes of shares of common stock ("Shares"), but for purposes of the matters to be considered at the Meet- ing, all Shares will be voted as a single class. Each Share is entitled to one vote, and any fractional Share is entitled to a fractional vote. If the enclosed proxy is properly executed and returned in time to be voted at the Meeting, the Shares represented thereby will be voted in accordance with the instructions marked thereon. Unless instructions to the contrary are marked on the proxy, it will be voted FOR matters listed in the accom- panying Notice of Special Meeting of Shareholders. Any shareholder who has given a proxy has the right to revoke it at any time prior to its exercise either by attending the Meeting and voting his or her shares in person or by submitting a letter of revocation or a later-dated proxy to the Fund at the above address prior to the date of the Meeting. For purposes of deter- mining the presence of a quorum for transacting business at the Meeting, abstentions and broker "non-votes" (i.e., proxies from brokers or nominees indicating that such persons have not received instructions from the bene- ficial owner or other persons entitled to vote Shares on a particular mat- ter with respect to which the brokers or nominees do not have discretion- ary power) will be treated as Shares that are present but which have not been voted. For this reason, abstentions and broker "non-votes" will have the effect of a "no" vote for purposes of obtaining the requisite approval of a proposal. In the event that a quorum is not present at the Meeting, or in the event that a quorum is present but sufficient votes to approve the proposals are not received, the persons named as proxies may propose one or more ad- journments of the Meeting to permit further solicitation of proxies. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the proposals that are the subject of the Meet- ing, the percentage of votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the infor- mation to be provided to shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote of a ma- jority of those Shares represented at the Meeting in person or by proxy. A shareholder vote may be taken on a proposal prior to any adjournment if sufficient votes have been received for approval of that proposal. Under the Fund's By-Laws, 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. The Board has fixed the close of business on February 21, 1995 as the record date (the "Record Date") for the determination of shareholders of the Fund entitled to notice of and to vote at the Meeting. On the Record Date, 246,459,217.514 Shares of the Fund were outstanding. As of the Record Date, to the knowledge of the Fund and the Board, no sin- gle shareholder or "group" (as that term is used in Section 13(d) of the Securities Exchange Act of 1934) beneficially owned more than 5% of the outstanding Shares of the Fund. As of the Record Date, the officers and Board members of the Fund beneficially owned less than 1% of the Shares. As of the Record Date, to the knowledge of the Fund, no shares of Smith Barney or its ultimate parent corporation, The Travelers Inc. ("Travel- ers"), were held by Board members who are not "interested persons" of the Fund (as that term is used in the Investment Company Act of 1940, as amended (the "1940 Act")) ("Independent Board Members"). In order that your Shares may be represented at the Meeting, you are re- quested to: - -- indicate your instructions on the enclosed proxy card; - -- date and sign the proxy card; - -- mail the proxy card promptly in the enclosed envelope, which requires no postage if mailed in the United States; and - -- allow sufficient time for the proxy card to be received on or before 5:00 p.m., April 13, 1995. As a corporation formed under the laws of the State of Maryland, the Fund is not required to hold annual shareholder meetings but may hold special meetings as required or deemed desirable. This special meeting is required under the 1940 Act in order: (i) to elect six new members to the Board in addition to reelecting the four current Board Members; and (ii) to ratify the selection of the independent accountants. The Board recommends an affirmative vote on Proposals 1 and 2. PROPOSAL 1: ELECTION OF DIRECTORS The first proposal to be considered at the Meeting is the election of ten (10) Directors of the Fund. Each of the nominees currently serves as a director or trustee of other investment companies for which Smith Barney serves as principal under- writer or SBMFM serves as investment adviser and/or administrator. Each nominee has consented to serve as a Director of the Fund if elected at the Meeting. If a designated nominee declines or otherwise becomes unavailable for election, however, the proxy confers discretionary power on the per- sons named therein to vote in favor of a substitute nominee or nominees. If elected, the Directors will hold office without limit in time except that a Director may resign at any time, may qualify for emeritus status and/or may be removed at any meeting of shareholders called for that pur- pose by a majority of the votes entitled to be cast for the election of Directors. In case a vacancy shall exist for any reason, the remaining Di- rectors may fill the vacancy by appointing another Director. If at any time less than a majority of the Directors holding office have been elected by shareholders, the Directors then in office will call a share- holders' meeting for the purpose of electing Directors. Set forth below is a list of the nominees for election to the Fund's Board of Directors, together with certain other information:
NUMBER OF SHARES AND % BENEFICIALLY NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OWNED*** AS OF DIRECTORSHIPS** DURING THE PAST FIVE YEARS DIRECTOR SINCE FEBRUARY 21, 1995 HERBERT BARG, age 71 -- None Private Investor. *ALFRED J. BIANCHETTI, age 72 -- None Retired; formerly Senior Consultant to Dean Witter Reynolds, Inc. MARTIN BRODY, age 73 -- None Vice Chairman of the Board of Restaurant Associates Industries, Corp. and a Director of Jaclyn, Inc. DWIGHT B. CRANE, age 57 -- None Professor, Graduate School of Business Administration, Harvard University and a Director of Peer Review Analysis, Inc. BURT N. DORSETT, age 64 1973 None Managing Partner of Dorsett McCabe Management, Inc., an investment counseling firm and a Director of Research Corporation Technologies Inc., a non-profit patent-clearing and licensing firm. ELLIOT S. JAFFE, age 68 1988 None Chairman of the Board and President of The Dress Barn, Inc. STEPHEN E. KAUFMAN, age 63 -- None Attorney. JOSEPH J. MCCANN, age 64 -- None Financial Consultant; formerly Vice President of Ryan Homes, Inc. *HEATH B. MCLENDON, age 61 1984 271.425 Managing Director of Smith Barney and Chairman of Smith Barney Strategy Advisers Inc.; prior to July 1993, Senior Executive Vice President of Shearson Lehman Brothers Inc., Vice Chairman of Asset Management Division of Shearson Lehman Brothers Inc. ("Shearson Lehman Brothers"), a Director of Pan Agora Asset Management, Inc. and Pan Agora Asset Management Limited. CORNELIUS C. ROSE, JR., age 61 1973 785.136 President of Cornelius C. Rose Associates, Inc., financial consultants and Director of Performance Learning Systems, an educational consultant. * "Interested person" of the Fund, as defined in the 1940 Act, by virtue of his position, or a relative's position, as an officer or director of the Fund's investment adviser, distributor or one of their affili- ates. ** Directorships, general partnerships or trusteeships of companies that are required to report to the Securities and Exchange Commission ("SEC") other than registered investment companies. *** For this purpose, "beneficial ownership" is defined under Section 13(d) of the Securities Exchange Act of 1934. The information as to beneficial ownership is based upon information furnished to the Fund by the nominees.
No officer, director or employee of Smith Barney or of any parent or sub- sidiary of Smith Barney receives any compensation from the Fund for serv- ing as an officer or Director of the Fund. The Fund pays each Director who is not an officer, director or employee of Smith Barney or any of its af- filiates $3,000 per annum plus $500 per in-person meeting attended and each Director who elects emeritus status after January 1, 1995 and who is not an officer, director or employee of Smith Barney or any of its affili- ates $1,500 per annum and $250 per in-person meeting attended. The Fund reimburses each Director for travel and out-of-pocket expenses to attend such meetings. The Fund held seven Board Meetings during the fiscal year ended December 31, 1994, four of which were regular meetings. The aggre- gate remuneration paid to Directors by the Fund for the fiscal year ended December 31, 1994 amounted to $21,895 (including reimbursement for travel and out-of-pocket expenses). Upon election, the annual compensation described above will be paid to the nominees. The table below shows the compensation of the incumbent Direc- tors received during the Fund's last fiscal year. COMPENSATION TABLE
NUMBER OF PENSION OR TOTAL COMPENSATION FUNDS FOR AGGREGATE RETIREMENT BENEFITS FROM FUND AND WHICH DIRECTOR COMPENSATION ACCRUED AS PART FUND COMPLEX SERVES WITHIN NAME OF PERSON, POSITION FROM FUND OF FUND EXPENSES PAID TO DIRECTORS FUND COMPLEX Heath B. McLendon, Chairman of the Board -- -- -- 30 Burt N. Dorsett, Director $5,500 -- $32,300 12 Elliot S. Jaffe, Director $5,500 -- $32,300 12 Cornelius C. Rose, Jr., Director $5,500 -- $32,300 12
The Board of Directors has an Audit Committee consisting of all Directors who are not "interested persons" (as defined in the 1940 Act) of the Fund. The Audit Committee reviews the scope and results of the Fund's annual audit with the Fund's independent certified public accountants and recom- mends the engagement of such accountants. The Audit Committee met twice during the fiscal year ended December 31, 1994. The Fund does not have a formal nominating committee, however, when necessary the Audit Committee performs the functions of a nominating committee. Each incumbent Director attended at least 75% of the meetings of the Board and committees of which he is a member that were held in the last fiscal year. The names of the principal officers of the Fund, with the exception of Mr. McLendon, are listed in the table below together with certain additional information. Mr. McLendon was first elected Chairman of the Board and In- vestment Officer in 1986. Each officer of the Fund holds such office until a successor has been elected by the Board of Directors.
NAME, AGE AND PRINCIPAL OCCUPATION OFFICE DURING THE PAST FIVE YEARS (YEAR FIRST ELECTED) JESSICA M. BIBLIOWICZ, age 35 President Executive Vice President of Smith Barney; prior to 1994, (1995) Director of Sales and Marketing for Prudential Mutual Funds; prior to 1990, First Vice President, Asset Management Division of Shearson Lehman Brothers. HARRY D. COHEN, age 54 Vice President and President of Smith Barney Investment Advisors, a division Investment Officer of SBMFM; Executive Vice President of Smith Barney; prior (1979) to July 1993, President of Asset Management Division of Shearson Lehman Brothers and Executive Vice President of Shearson Lehman Brothers Inc. CHRISTINA T. SYDOR, age 44 Secretary Managing Director of Smith Barney; General Counsel and (1994) Secretary of SBMFM. LEWIS E. DAIDONE, age 37 Senior Vice President Managing Director of Smith Barney; Chief Financial Officer and Treasurer of the Smith Barney Mutual Funds; Director and Senior (1994) Vice President of SBMFM.
REQUIRED VOTE Election of the listed nominees for Directors of the Fund requires the af- firmative vote of a "majority of the outstanding voting securities" of the Fund which, as defined in the 1940 Act, means the lesser of (a) 67% of the Fund's Shares present at a meeting of its shareholders if the owners of more than 50% of the Shares of the Fund then outstanding are present in person or by proxy or (b) more than 50% of the Fund's outstanding Shares ("Majority Vote"). THE DIRECTORS, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS, RECOMMEND THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD. PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS The second proposal to be considered at the Meeting is the ratification of the selection of KPMG Peat Marwick LLP ("KPMG Peat Marwick") as the inde- pendent public accountants for the Fund for the fiscal year ending Decem- ber 31, 1995. Coopers & Lybrand L.L.P. ("Coopers & Lybrand") served as the Fund's inde- pendent accountants for the fiscal year ended December 31, 1994. On Octo- ber 20, 1994, 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 voted to appoint KPMG Peat Mar- wick as the Fund's independent accountants for the fiscal year ending De- cember 31, 1995. During the Fund's two most recent fiscal years ended December 31, 1994, Coopers & Lybrand's reports on the Fund's financial statements contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the same period, there were no disagreements with Coopers & Lybrand on any matter of accounting principles or practices, financial statement disclo- sure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Coopers & Lybrand, would have caused it to make reference to the subject matter of the disagreement in connection with its report. During this period, there have been no "reportable events" as such term is described in Item 304(a)(1)(v) of Regulation S-K with respect to Coopers & Lybrand. During the Fund's two most recent fiscal years ended December 31, 1994, the Fund has not consulted with KPMG Peat Marwick on items which (i) con- cerned the application of accounting principles to a specified transac- tion, either completed or proposed, or the type of audit opinion that might be rendered on the Fund's financial statements or (ii) concerned the subject matter of a disagreement or reportable event with Coopers & Ly- brand. The Fund has requested Coopers & Lybrand to furnish it with a letter ad- dressed to the SEC stating whether Coopers & Lybrand agrees with the statements contained in the paragraphs above. If the Fund receives a writ- ten request from any shareholder at least five days prior to the Meeting stating that the shareholder will be present in person at the Meeting and desires to ask questions of Coopers & Lybrand and KPMG Peat Marwick, the Fund will arrange to have representatives of each present at the Meeting to respond to appropriate questions. REQUIRED VOTE Ratification of the selection of KPMG Peat Marwick as independent accoun- tants for the Fund must be approved by a Majority Vote. THE DIRECTORS OF THE FUND, INCLUDING ALL OF THE INDEPENDENT BOARD MEMBERS, RECOMMEND THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK. SUBMISSION OF SHAREHOLDER PROPOSALS The Fund is not generally required to hold annual or special shareholders' meetings. Shareholders wishing to submit proposals for inclusion in a proxy statement for a subsequent shareholders' meeting should send their written proposals to the Secretary of the Fund at the address set forth on the cover of this proxy statement. Shareholder proposals for inclusion in the Fund's proxy statement for any subsequent meeting must be received by the Fund a reasonable period of time prior to any such meeting. SHAREHOLDERS' REQUEST FOR SPECIAL MEETING Shareholders holding at least 10% of the Fund's outstanding voting securi- ties (as defined in the 1940 Act) may require the calling of a meeting of shareholders for the purpose of voting on the removal of any Board member of the Fund. Meetings of shareholders for any other purpose also shall be called by the Board members when requested in writing by shareholders holding at least 10% of the Shares then outstanding or, if the Board mem- bers shall fail to call or give notice of any meeting of shareholders for a period of 30 days after such application, shareholders holding at least 10% of the Shares then outstanding may call and give notice of such meet- ing. OTHER MATTERS TO COME BEFORE THE MEETING The Board does not intend to present any other business at the Meeting, nor is it aware that any shareholder intends to do so. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying proxy card will vote thereon in accordance with their judgment. March 1, 1995 IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. VOTE THIS PROXY CARD TODAY! YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF ADDITIONAL MAILINGS (Please Detach at Perforation Before Mailing) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . Please indicate your vote by an "X" in the appropriate box below. This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE PROPOSALS. Please refer to the Proxy Statement for a discussion of the Proposals. 1. ELECTION OF DIRECTORS * FOR all nominees listed * WITHHOLD AUTHORITY Herbert Barg, Alfred J. Bianchetti, Martin Brody, Dwight B. Crane, (except as marked to to vote for all nominees listed Burt N. Dorsett, Elliot S. Jaffe, Stephen E. Kaufman, the contrary below) Joseph J. McCann, Heath B. McLendon, Cornelius C. Rose, Jr. (Instruction: To withhold authority to vote for any individual(s), write name(s) on the line provided below.) __________________________________________________________________ _____ 2. To ratify the selection *FOR *AGAINST *ABSTAINED of KPMG Peat Marwick LLP as independent accountants for the Fund SMITH BARNEY APPRECIATION FUND INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS The undersigned hereby appoints Heath B. McLendon, Christina T. Sydor and Caren A. Cunningham, and each of them, attorneys and proxies for the undersigned, with full powers of substitution and revocation, to represent the undersigned and to vote on behalf of the undersigned all shares of Smith Barney Appreciation Fund Inc. which the undersigned is entitled to vote at a Special Meeting of Shareholders of the Fund to be held at the Stouffer Renaissance Mayflower Hotel, 1127 Connecticut Avenue, N.W., Washington, D.C. 20036, New York, on April 17, 1995 at 4:30 p.m., and any adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement, and hereby instructs said attorneys and proxies to vote said shares as indicated hereon. In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Meeting. A majority of the proxies present and acting at the Meeting in person or by substitute (or, if only one shall be so present, then that one) shall have and may exercise all of the power and authority of said proxies hereunder. The undersigned hereby revokes any proxy previously given. NOTE: Please sign exactly as your name appears on this Proxy. If joint owners, EITHER may sign this Proxy. When signing as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title. Date , 1995 Signature(s) PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE -----END PRIVACY-ENHANCED MESSAGE-----