-----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, VqrIIjgtj3hyeS7ramVtUV/MgB4fp29/gaP8agnV2sdYIpppHgmCxT46tguaJDew jclrPGaEStXpNF/g9a8kvg== 0001048703-05-000142.txt : 20050909 0001048703-05-000142.hdr.sgml : 20050909 20050909162241 ACCESSION NUMBER: 0001048703-05-000142 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050909 DATE AS OF CHANGE: 20050909 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: KARPUS MANAGEMENT INC CENTRAL INDEX KEY: 0001048703 IRS NUMBER: 161290550 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 14 TOBEY VILLAGE OFFICE PARK CITY: PITTSFORD STATE: NY ZIP: 14534 BUSINESS PHONE: 7165864680 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SALOMON BROTHERS MUNICIPAL PARTNERS FUND INC CENTRAL INDEX KEY: 0000894351 IRS NUMBER: 133694722 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79222 FILM NUMBER: 051078007 BUSINESS ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 800-446-1013 MAIL ADDRESS: STREET 1: CITIGROUP ASSET MANAGEMENT STREET 2: 125 BROAD STREET, 10TH FLOOR, MF-2 CITY: NEW YORK STATE: NY ZIP: 10004 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL PARTNERS FUND INC DATE OF NAME CHANGE: 19930714 FORMER COMPANY: FORMER CONFORMED NAME: MUNICIPAL VALUE FUND INC DATE OF NAME CHANGE: 19930106 SC 13D/A 1 mnp09-05.txt SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A (Admendment No. 23) Under the Securities and Exchange Act of 1934 Salomon Brothers Municipal Partners Fund, Inc. (MNP) (Name of Issuer) Common Stock (Title of Class of Securities) 794916106 (CUSIP Number) George W. Karpus, President Karpus Management, Inc. d/b/a Karpus Investment Management 183 Sullys Trail Pittsford, New York 14534 (585) 586-4680 (Name, Address, and Telephone Number of Person Authorized to Receive Notices and Communications) September 9, 2005 (Date of Event which Requires Filing of this Statement) If the person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b) (3) or (4), check the following box. [ ] (Page 1 of 6 pages) There is One Exhibit. ITEM 1 Security and Issuer Common Stock Salomon Brothers Municipal Partners Fund, Inc. Salomon Brothers Asset Management . 125 Broad Street 10th Floor, MF-2 New York, New York 10004 ITEM 2 Identity and Background a) Karpus Management, Inc. d/b/a Karpus Investment Management (?KIM?) George W. Karpus, President, Director and Controlling Stockholder JoAnn VanDegriff, Vice President and Director Sophie Karpus, Director b) 183 Sullys Trail Pittsford, New York 14534 c) Principal business and occupation - Investment Management for individuals, pension and profit sharing plans, corporations, endowments, trust and others, specializing in conservative asset management (i.e. fixed income investments). d) None of George W. Karpus, JoAnn Van Degriff, or Sophie Karpus (?the Principals?) or KIM has been convicted in the past five years of any criminal proceeding (excluding traffic violations). e) During the last five years none of the principals or KIM has been a party to a civil proceeding as a result of which any of them is subject to a judgment, decree or final order enjoining future violations of or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. f) Each of the Principals is a United States citizen. KIM is a New York corporation. ITEM 3 Source and Amount of Funds or Other Considerations KIM, an independent investment advisor, has accumulated shares of MNP on behalf of accounts that are managed by KIM (?the Accounts?) under limited powers of attorney. All funds that have been utilized in making such purchases are from such Accounts. ITEM 4 Purpose of Transaction KIM has purchased Shares for investment purposes. Being primarily a fixed income manager, with a specialty focus in the closed end fund sector, the profile of MNP fit the investment guidelines for various Accounts. Shares have been acquired since December 8, 2000. ITEM 5 Interest in Securities of the Issuer a) As of the date of this Report, KIM owns 328,690 shares, which represents 5.71 % of the outstanding Shares. George Karpus presently owns 9,500 shares purchased on April 16, 2001 at $12.50 (10,000 shares) and April 11, 2003 at $13.33 (5,000 shares). He sold on Janaury 20 & 25 at $13.81 (200 shares), February 10 at $13.96 (50 shares) , and February 18 at $ 13.69 (200 shares), June 22, 2005 at $ 13.89 (250 shares), June 27 & 28 at $ 13.89 ( 150 shares), June 28 at $ 13.87 (100 shares), June 29 at $ 13.83 and $ 13.84 ( 200 shares), June 29 & 30 at $13.89 & $ $ 13.88 (750 shares), and June 29 & 30 at $ 13.87 & $ 13.94 ( 500 shares), July 5, 2005 at $13.87 (300 shares), July 6 & 7 at $ 13.89 ( 900 shares), July 7 at $13.85 & $13.86 (300 shares), July 7 & 8 at $13.88 & $13.89 (500 shares), July 11 & 12 at $13.87 & $13.88 (300 shares), July 13 & 14 at $13.87 & $13.88 (600 shares), and July 18 at $13.91 (100 shares). None of the other Principals presently owns shares. b) KIM has the sole power to dispose of and to vote all of such Shares under limited powers of attorney. c) The first open market purchase occurred on December 8, 2000 as previously reported. Open market purchases for the last 60 days for the Accounts. There have been no dispositions and no acquisitions, other than by such open market purchases, during such period. DATE SHARES PRICE PER DATE SHARES PRICE PER SHARE SHARE 7/5/2005 - -6800 13.87 8/8/2005 4000 13.9 7/6/2005 - -18200 13.89 8/10/2005 5500 13.944545 7/7/2005 - -18300 13.88 8/11/2005 9300 13.957858 7/8/2005 - -2400 13.89 8/17/2005 800 13.94 7/11/2005 - -3200 13.88 7/12/2005 - -2600 13.87 7/13/2005 - -11600 13.87 7/14/2005 - -1800 13.88 7/18/2005 - -1000 13.91 The Accounts have the right to receive all dividends from, any proceeds from the sale of the Shares. KIM reserves the right to further accumulate or sell shares. None of the Accounts has an interest in shares constituting more than 5% of the Shares outstanding. ITEM 6 Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer. Except as described above, there are no contracts, arrangements, understandings or relationships of any kind among the Principals and KIM and between any of them and any other person with respect to any of MNP securities. ITEM 7 Materials to be Filed as Exhibits Not applicable. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct. Karpus Management, Inc. September 9, 2005 By:_______________________________ Date Signature Dana R. Consler, Senior Vice President Name/Title VIA OVERNIGHT, FAX, CERTIFIED MAIL August 4, 2005 Robert I. Frenkel, Esq. Salomon Bros Municipal Partner Secretary & Chief Legal Officer 300 First Stamford Place ? 4th Floor Stamford, CT 06902 Dear Mr. Frenkel: Karpus Management, Inc. d/b/a Karpus Investment Management (KIM), is the beneficial owner as of July 31, 2005, of 310,090 shares of the common stock of Salomon Brothers Municipal Partners Fund (MNP) (the Fund) (approximately 5.386% of the outstanding common shares) as attested by Schedule 13D/A filings with the Securities and Exchange Commission We have been the beneficial owner of the shares valued at more than $2,000 for more than one year and expect to continue ownership through the date of the Fund?s next shareholder meeting. KIM?s first purchase of shares began on December 8, 2000. All such purchases have been made in the open market. Pursuant to Rule 14-28(b) (2) (ii) of the Securities Exchange Act of 1934, we (KIM) are hereby submitting the following proposal and supporting statement for inclusion in any and all proxy materials at the next meeting of shareholders. Attached is our Schedule 13D as electronically filed with the Securities and Exchange Commission. PROPOSAL KIM proposes that the Fund conduct a tender offer for up to 25% of the outstanding shares of the Fund at net asset value to be voted on at the next meeting of shareholders. Should the Board of Directors recommend to shareholders that a new advisory agreement be ratified, we propose the tender offer for shares at net asset value be increased to include all shares that did not vote ?for? the new investment advisory contract. This would include all abstentions and broker non-votes. SUPPORTING STATEMENT According to the original prospectus, the Board of Directors, in consultation with the Investment Manager and the Investment Advisor, will review on an annual basis the possibility of further open market repurchases and/or tender offers for the common stock The Fund manager has provided exceptional net asset performance to shareholders but has yet to close the discount to net asset value. Net asset performance from June 30, 2004 through June 30, 2005 has been 9.19% verses Morningstar Intermediate Municipal Fund return of 5.49% and Lehman 7 Year Municipal Index return of 5.91%. Yet the Fund continues to trade at a discount to net asset value! KIM believes the current Fund Management and Board of Directors of MNP have not taken adequate measures to close this discount. For the time period of June 30, 2004 through June 30, 2005 MNP traded at an average discount of 11.97%. MNP has traded at a significant discount to NAV since the end of 1994, over 10 years. What steps have been taken to close this discount? The original prospectus stated ?If, at any time after the second year following the offering, the Common Stock publicly trades for a substantial l period of time at a substantial discount from the NAV, the Board of Directors will consider at its next regularly scheduled meeting, taking various actions designed to eliminate the discount, which may include recommending to shareholders the conversion of the Fund to an open -end investment company?. This clearly dictates the original intent not to allow the fund to trade at significant discounts, protecting investor?s economic interest in the Fund. Why has the Board ignored this intent to the detriment of shareholders? Every shareholder that has sold shares in the last 10 + years in the market place received less for their shares than they were entitled to. We believe the Board has breeched their fiduciary responsibilities to these shareholders that sold at prices below NAV. Additionally, MNP is plagued by low trading volume. From June 30, 2004 through June 30, 2005 average daily trading volume has been 8,905 shares. Large shareholders who do not agree with the possible changes in the fund management contract and who may wish to liquidate their position could severely depress the Fund?s market price because of persistently low volume. Dissenters deciding to sell their shares could cause the discount to NAV to widen harming both existing shareholders and sellers. Dissenters have rights under the law that may provide net asset value for their shares. It is the fiduciary duty of the Board of Directors to allow Fund shareholders the ability to receive economic benefits from any management transition. Any merger to, or with, an open-end fund should benefit all shareholders and could create economies of scale that would reduce the expense ratio. Should the Board decide to open-end the Fund or to merge the Fund with another open-end fund our proposal for tender would be withdrawn. END OF PROPOSAL Very truly yours, Sharon L. Thornton Senior Fixed Income Analyst/Portfolio Mgr. -----END PRIVACY-ENHANCED MESSAGE-----