Stockholders of Seligman Select Municipal Fund, Inc. (NYSE: SEL) Approve New Advisory Agreement & Elect 10 New Directors, But...
18 Diciembre 2008 - 11:14AM
Business Wire
Today, Seligman Select Municipal Fund, Inc. (�Select Municipal�)
(NYSE: SEL) held a Special Meeting of Stockholders (the �Meeting�)
in New York and announced that Select Municipal�s stockholders
approved a new investment management services agreement between
Select Municipal and RiverSource Investments, LLC (�RiverSource�),
a subsidiary of Ameriprise Financial, Inc. (the �New Management
Agreement�) and elected 10 new directors of Select Municipal.
However, with respect to the proposal to approve an Agreement and
Plan of Merger and Liquidation (the �Plan�), the merger and the
other transactions contemplated by the Plan, including the
acquisition of Select Municipal by National Municipal Class
(�National Fund�), a series of Seligman Municipal Fund Series, Inc.
(the �Acquisition�) as described in the proxy statement/prospectus,
dated October 28, 2008, the Meeting has been adjourned to 10:00
a.m. on January 16, 2009. The effectiveness of the New Management
Agreement was conditioned upon the closing of the acquisition of J.
& W. Seligman & Co. Incorporated (�Seligman�) by
RiverSource. On November 7, 2008, RiverSource completed its
acquisition of Seligman and has been the investment manager of
Select Municipal under an interim advisory agreement since such
date. Effective today, RiverSource will manage Select Municipal
under the New Management Agreement. At the Meeting, stockholders
elected Kathleen Blatz, Arne H. Carlson, Pamela G. Carlton,
Patricia M. Flynn, Anne P. Jones, Jeffrey Laikind, Stephen R.
Lewis, Jr., Catherine James Paglia, Alison Taunton-Rigby and
William F. Truscott as Directors of Select Municipal. Mses. Blatz,
Carlton and Taunton-Rigby and Mr. Truscott were elected to the
class of Directors whose term will expire at the annual meeting in
2009, Ms. Jones and Mr. Carlson were elected to the class of
Directors whose term will expire at the annual meeting in 2010, and
Mses. Flynn and Paglia and Messrs. Laikind and Lewis were elected
to the class of Directors whose term will expire at the annual
meeting in 2011, and (in each case) until their successors are
elected and qualify. Messrs. Leroy C. Richie and John F. Maher will
continue to serve as Directors of Select Municipal, which results
in an overall increase from ten Directors to 12 Directors of Select
Municipal. All Directors, other than Mr.�Lewis and Ms.�Paglia, were
elected by the holders of Select Municipal�s common stock and
Series A and Series B preferred stock, voting together as a single
class. Mr.�Lewis and Ms.�Paglia were elected by the holders of
preferred stock, voting as a separate class. Each Director, other
than Mr.�Lewis and Ms.�Paglia, is designated as both a Common and
Preferred Director, and Mr.�Lewis and Ms.�Paglia are each
designated as a Preferred Director. Although more than 61% of the
votes received to date (representing at least 64% of the
outstanding shares of Select Municipal) have voted in favor of the
Acquisition proposal, the Acquisition proposal has not received the
required vote of 66-2/3% of all outstanding shares of Select
Municipal�s common stock and preferred stock (which vote together
as a single class). Accordingly, with respect to the Acquisition
proposal only, the Meeting has been adjourned to 10:00 a.m. on
January 16, 2009 (the �Adjourned Meeting�) at the offices of Select
Municipal, 100 Park Avenue, 8th Floor, New York, New York 10017.
This adjournment will provide additional time for Select
Municipal�s solicitation of proxies to approve the Acquisition
proposal. The close of business on October 24, 2008 is the record
date for the determination of stockholders entitled to notice of,
and to vote at, the Adjourned Meeting or any adjournment or
postponement thereof, in respect of the Acquisition proposal.
National Fund is an open-end fund that pursues an investment
strategy similar to that of Select Municipal. Unlike Select
Municipal, which is a closed-end fund that utilizes leverage
provided by preferred stock, National Fund does not utilize
leverage. As consideration for their shares, holders of Select
Municipal�s common stock will, upon consummation of the
Acquisition, receive Class A shares of National Fund with a value
equal to the net asset value of their shares of Select Municipal.
Redemptions and exchanges of shares of National Fund issued
pursuant to the Acquisition will be subject to a redemption fee of
2% for a period of one year following the closing of the
Acquisition. The agreement relating to the Acquisition requires
that the outstanding shares of preferred stock of Select Municipal
be redeemed prior to consummation of the Acquisition. Since
November 7, 2008, National Fund has been managed by RiverSource.
Prior to such date, National Fund was managed by Seligman.
Shareholders of National Fund approved a new investment management
services agreement between Seligman Municipal Fund Series, Inc. (on
behalf of National Fund) and RiverSource at a special meeting of
shareholders held on November 3, 2008. Such approval was a
condition to the closing of the Acquisition of Select Municipal by
National Fund. RiverSource Investments, LLC, 200 Ameriprise
Financial Center, Minneapolis, Minnesota 55474, is also the
investment manager of the other funds in the Seligman Group of
Funds, and is a wholly owned subsidiary of Ameriprise Financial,
Inc. Ameriprise Financial, Inc. is a financial planning and
financial services company that has been offering solutions for
clients� asset accumulation, income management and protection needs
for more than 110 years. In addition to managing investments for
the Seligman Group of Funds, RiverSource manages investments for
the RiverSource funds, itself and its affiliates. For institutional
clients, RiverSource and its affiliates provide investment
management and related services, such as separate account asset
management, and institutional trust and custody, as well as other
investment products. This press release does not constitute an
offering of securities. The net asset value of shares of Seligman
Municipal may not always correspond to the market price of such
shares. Shares of many closed-end funds frequently trade at a
discount from their net asset value. The funds are subject to stock
market risk, which is the risk that stock prices overall will
decline over short or long periods, adversely affecting the value
of an investment in the funds. Fixed-income securities owned by the
funds are subject to interest-rate risk, credit risk, repayment
risk, and market risk. To the extent that a fund concentrates its
investments in municipal securities issued by a single state and
its municipalities, specific events or factors affecting a
particular state may have an impact on the municipal securities of
that state without affecting the municipal market in general. You
should consider the investment objectives, risks, charges, and
expenses of a fund carefully before investing. You can obtain a
fund�s most recent periodic reports and other regulatory filings
(including the prospectus relating to National Fund) by contacting
your financial advisor or Seligman Services, Inc. at 800-597-6068.
These reports and other filings can also be found on the Securities
and Exchange Commission's EDGAR Database. You should read these
reports and other filings carefully before investing. There is no
guarantee that a fund's investment goals/objectives will be met,
and you could lose money.
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