MANAGED HIGH INCOME PORTFOLIO
INC. 388 Greenwich Street
New York, New York 10013 -----
---
NOTICE OF ANNUAL MEETING OF
SHAREHOLDERS To Be Held on June
2, 1995
--------
To the Shareholders of Managed High Income Portfolio Inc.:
Notice is hereby given that the Annual Meeting of
Shareholders of Managed
High Income Portfolio Inc. (the "Fund") will be held at
the offices of the Fund,
388 Greenwich Street, 26th Floor, New York, New York at
10:00 a.m. on June 2,
1995 for the following
purposes:
1. To elect two (2) Directors of the Fund (Proposal
1).
2. To ratify the selection of KPMG Peat Marwick
LLP
as the independent
accountants of the Fund for the fiscal year
ending February 28, 1996
(Proposal 2).
3. To consider and vote upon such other matters
as
may come before said
meeting or any adjournment thereof.
The close of business on April 20, 1995 has been
fixed as the record date
for the determination of shareholders entitled to notice
of and to vote at the
meeting and any adjournments thereof.
By order of the
Board of Directors,
Christina T.
Sydor
Secretary
May 2, 1995
YOUR VOTE IS IMPORTANT REGARDLESS OF THE
SIZE OF YOUR
HOLDINGS IN THE FUND. WHETHER OR NOT YOU PLAN
TO ATTEND THE
MEETING, WE ASK THAT YOU PLEASE COMPLETE
AND SIGN THE
ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN
THE ENCLOSED
ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE
CONTINENTAL
UNITED STATES. INSTRUCTIONS FOR THE PROPER
EXECUTION OF
PROXIES ARE SET FORTH ON THE INSIDE COVER.
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
registration on the proxy card.
2. Joint Accounts: Either party may sign, but
the name of the party
signing should conform exactly to a name shown
in the registration.
3. All Other Accounts: The capacity of the
individual signing the proxy
should be indicated unless it is
reflected in the form of
registration. For example:
Registration
Valid Signature
Corporate Accounts
(1) ABC Corp. ABC
Corp.
(2) ABC Corp.
John
Doe, Treasurer
(3) ABC Corp.
John
Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan
John
Doe, Trustee
Trust Accounts
(1) ABC Trust
Jane
B. Doe, Trustee
(2) Jane B. Doe, Trustee
Jane
B. Doe
u/t/d/ 12/28/78
Custodian or Estate Accounts
(1) John B. Smith, Cust.
John
B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) Estate of John B. Smith
John
B. Smith, Jr.,
Executor
MANAGED HIGH INCOME PORTFOLIO INC.
388 Greenwich Street
New York, New York 10013
--------
ANNUAL MEETING OF
SHAREHOLDERS June
2, 1995
--------
PROXY STATEMENT
This Proxy Statement is furnished in connection
with the solicitation of
proxies by the Board of Directors of Managed High Income
Portfolio Inc. (the
"Fund") for use at the Annual Meeting of Shareholders of
the Fund to be held on
June 2, 1995, at the offices of the Fund, 388 Greenwich
Street, 26th Floor, New
York, New York and at any adjournments thereof (the
"Meeting"). A Notice of
Meeting of Shareholders and a proxy card accompany this
Proxy Statement. Proxy
solicitations will be made primarily by mail, but proxy
solicitations also may
be made by telephone, telegraph or personal interviews
conducted by officers of
the Fund and officers and regular employees of: Smith
Barney Mutual Funds
Management Inc. ("SBMFM"), the Fund's investment adviser
and administrator; and
The Shareholder Services Group, Inc., a subsidiary of
First Data Corporation
("TSSG"), the Fund's transfer agent. The costs of
solicitation and the expenses
incurred in connection with preparing the Proxy
Statement and its enclosures
will be paid by the Fund. The Fund will also reimburse
brokerage firms and
others for their expenses in forwarding solicitation
materials to the beneficial
owners of shares. Accompanying this Proxy Statement is
the Annual Report of the
Fund, which includes audited financial statements for
the fiscal year ended
February 28, 1995. This Proxy Statement is first being
mailed to shareholders on
or about May 2, 1995.
If the enclosed Proxy is properly executed and returned
in
time to be voted at
the Meeting, the shares of common stock of the Fund
("Shares") represented
thereby will be voted in accordance with the instructions
marked thereon. Unless
instructions to the contrary are marked thereon, a proxy
will be voted FOR the
matters listed in the accompanying Notice of Annual
Meeting of Shareholders. For
purposes of determining the presence of a quorum for
transacting business at the
Meeting, abstentions and broker "non-votes" (that
is, proxies from brokers
or nominees indicating that such persons have not received
instructions from the
beneficial owner or other persons entitled to vote Shares
on a particular matter
with respect to which the brokers or nominees do not have
discretionary 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
each 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
any of the proposals
are not
received, the persons named as proxies may propose one or
more adjournments 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 Meeting; the
percentage of votes actually
cast; the percentage of negative votes actually cast; the
nature of any further
solicitation and the information to be provided to
shareholders with respect to
the reasons for the solicitation. Any adjournment will
require the affirmative
vote of a majority of the Shares represented at the
Meeting in person or by
proxy. A shareholder vote may be taken on one of the
proposals in this Proxy
Statement prior to such adjournment if sufficient votes
have been received and
it is otherwise appropriate. Any such adjournment will
require the affirmative
vote of a majority of those Shares represented at the
Meeting in person or by
proxy. If a quorum is present, the persons named as
proxies will vote those
proxies which they are entitled to vote FOR any such
proposal in favor of such
an adjournment and will vote those proxies required to be
voted AGAINST any such
proposal against any such adjournment. 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 entitled to vote at the Meeting.
The close of business on April 20, 1995 has been
fixed as the record date
for the determination of shareholders entitled to notice
of and to vote at the
Meeting and all adjournments thereof.
The Fund has one class of common stock, which has a
par value of $0.001 per
share. On April 20, 1995, there were 41,981,589.040
Shares outstanding. Each
shareholder is entitled to one vote for each full
Share and a proportionate
fraction of a vote for each fractional Share held.
As of April 20, 1995, Cede & Co., a nominee
partnership of Depository Trust
Company, held 40,993,261.000 or 97.64% of the Shares
outstanding. Of the shares
held by Cede & Co., Smith Barney Inc., located c/o
ADP Proxy Services, 51
Mercedes Way, Edgewood, New York 11717, held 33,674,184 or
80.21% of the Shares.
As of April 20, 1995, the Fund's officers and
Directors beneficially owned
less than 1% of the outstanding Shares.
Proposal 1 requires for approval the
affirmative vote of a plurality of the votes cast at
the Meeting in person
or by proxy by the shareholders of the Fund voting on
the matter. Proposal 2
requires for approval the affirmative vote of a
majority of the votes cast at
the meeting in person or
by proxy by the shareholders of the Fund voting on the
matter.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting
is the election of two
(2) of the six (6) Directors (the "Class III
Directors") of the Fund for a
period of three years or until their successors shall
have been elected and
qualified. The Class III
2
Directors' terms shall expire in 1998. Each year the term
of office of one class
of Directors expires.
Both of the nominees currently serves as a
Director of the Fund and has
indicated that he will continue to serve if elected,
but if either nominee
should be unable to serve, the proxy confers
discretionary power on the persons
named therein to vote in favor of a substitute nominee or
nominees.
Set forth below are the names of the two
nominees for re-election to
the Fund's Board of Directors, together with certain other
information:
Number (and Per-
Served as a
centage of Fund Shares
Name, Age, Principal Occupation and Other Director
Beneficially Owned**
Business Experience During the Past Five Years Since
Class as of April 20, 1995 -----------------------------
- -------------------------------------------------------
Alessandro C. di Montezemolo, age 76 1993
III None
Retired; former Chairman of the Board of
Marsh & McLennan, Inc.; a Director of
OffitBank.
Heath B. McLendon,* age 61
1993
III 613.3313
Managing Director of Smith Barney Inc.,
(less than 1%)
Chairman of Smith Barney Strategy Advisers
Inc. and President of SBMFM; prior to July 1993,
Senior Executive Vice President of Shearson Lehman
Brothers Inc., Vice Chairman of Asset Management
Division of Shearson Lehman Brothers Inc., Director of
PanAgora Asset Management, Inc. and PanAgora
Asset Management Limited.
The following Directors of the Fund will continue to
serve in such capacity
until their terms of office expire and their
successors are elected and
qualified:
Number (and Per-
Served as a
centage of Fund Shares
Name, Age, Principal Occupation and Other Director
Beneficially Owned**
Business Experience During the Past Five Years Since
Class as of April 20, 1995 -----------------------------
- -------------------------------------------------------
Paolo M. Cucchi, age 54 1
I 200
Dean of College of Liberal Arts at Drew
University.
- ----------
** Interested person of the Fund as defined in the
Investment Company Act of
1940, as amended (the "1940 Act").
** For this purpose, "beneficial ownership" is defined
under Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange
Act"). The information
as to beneficial ownership is based upon information
furnished to the Fund
by the Directors.
3
Number (and Per-
Served as a
centage of Fund Shares
Name, Age, Principal Occupation and Other Director
Beneficially Owned**
Business Experience During the Past Five Years Since
Class as of April 20, 1995 -----------------------------
- -------------------------------------------------------
Andrea Farace, age 39 1993
II 528.7851
President, `21' International Holdings,
(less than 1%)
Inc.; from International Holdings, Inc.;
from May 1990 to April 1991, Executive, C.I.R.
S.p.A.; from October 1989 to May 1990, Managing
Director, Shearson Lehman Hutton Holdings,
Inc.; prior to October 1989, Senior Vice
President, Shearson Lehman Hutton Holdings, Inc.
Dr. Paul Hardin, age 63
1993
I None
Chancellor of the University of North
Carolina at Chapel Hill; a Director of The
Summit Bancorporation.
George M. Pavia, age 67 1993
I None
Senior Partner, Pavia & Harcourt,
Attorneys.
Section 16(a) of the Exchange Act requires
the Fund's officers and
directors, and persons who beneficially own more than
ten percent of the Fund's
Common Stock, to file reports of ownership with the
Securities and Exchange
Commission, the New York Stock Exchange, Inc., and the
Fund. Based solely upon
its review of the copies of such forms received
by it and written
representations from certain of such persons, the Fund
believes that during its
fiscal year ended February 28, 1995, all filing
requirements applicable to such
persons were complied with except for a tardy annual
statement of changes in
beneficial ownership for each of Mr. McLendon, Mr. Farace
and Mr. Locchi.
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 in 1993. Each
of the officers of the Fund will hold such office until
a successor is voted
upon by the Board of Directors.
4
Principal Occupations and
Position
Other
Affiliations During
Name (year first elected) the
Past Five Years ------------------------------------------
- -------------------------------------
Jessica M. Bibliowicz, age 35.....President (1995)
Executive Vice President
of
Smith Barney Inc.;
prior to 1994, Director
of
Sales and Marketing
for
Prudential Mutual
Funds; prior to 1991,
First Vice President,
Asset Management Division
of
Shearson Lehman
Brothers Inc.
John C. Bianchi, age 38...........Vice President and
Managing Director of
Investment Officer
SBMFM; prior to July
(1993)
1993,
Managing Director
of
Shearson Lehman
Advisors.
Lewis E. Daidone, age 37..........Senior Vice
Managing Director of
President
Smith
Barney Inc.; Chief
and Treasuer
Financial Officer,
(1994)
Director and Senior Vice
President of SBMFM.
Christina T. Sydor, age 44........Secretary (1994)
Managing Director of
Smith Barney Inc.;
General Counsel and
Secretary of SBMFM.
The principal business address of Ms. Sydor, Ms.
Bibliowicz, Mr. Daidone
and Mr. Bianchi is 388 Greenwich Street, New York, New
York 10013. None of the
executive officers of the Fund owns any shares of the
Fund.
No officer, director, or employee of the Fund's
investment adviser or
administrator receives any compensation from the Fund
for serving as an officer
or director of the Fund. With the exception of Mr.
Farace, each of the Directors
also serves as a director/trustee or general partner
of certain other mutual
funds for which Smith Barney serves as distributor. The
Fund pays each Director
who is not a director, officer or employee of the Fund's
investment adviser or
administrator, a fee of $5,000 per year plus $500 per
regular meeting attended.
The Fund pays the Director emeritus a fee of $2,500
per year plus $250 per
regular meeting attended. The Fund also reimburses each
Director's actual out of
pocket expenses relating to attendance at meetings. The
aggregate remuneration
paid by the Fund to such Directors during the fiscal
year ended February 28,
1995 amounted to $40,550.
Number of Funds
Name of Total Total
for which Director
Person, Position Compensation Compensation
Serves within
from Fund from Fund
Fund Complex Complex -------------------------------------
- ------------------------------------------
Paolo M. Cucchi ............. $ 7,000 $17,500
2
Director
5
Name of Total Total
for which Director
Person, Position Compensation Compensation
Serves within
from Fund from Fund
Fund Complex Complex -------------------------------------
- ------------------------------------------
Allessandro di Montezemolo... $ 7,000 $17,500
2
Director
Andrea Farace ............... 6,500 --
1
Director
Paul Hardin ................. 7,000 27,800+
12+
Director
Heath B. McLendon ........... -- --
41
Chairman of the Board
George M. Pavia ............. 7,000 17,500
2
Director
James J. Crisona ............ 6,050 67,350(#)
10(#)
Director Emeritus
- --------
+ Reflects the compensation paid to Dr. Hardin
and the number of funds
within the fund complex for which Dr. Hardin serves as a
director as of the date
of this Proxy Statement. For the year ended December 31,
1994, Dr. Hardin served
as a director of 25 funds within the fund complex and was
paid $96,400.
(#) As of January 1, 1995, James Crisona elected
Director emeritus status.
During the fiscal year ended February 28, 1995, the
Directors of the Fund
met four times. Each Director attended at least 75% of
the meetings held during
the period they were in office. The Fund's Audit Committee
is comprised of those
Directors who are not "interested persons" of the Fund
as defined in the 1940
Act. The Audit Committee is responsible for recommending
the selection of the
Fund's independent accountants and reviewing all
audit as well as nonaudit
accounting services performed for the Fund. During
the fiscal year ended
February 28, 1995, the Audit Committee met once. All of
the members of the Audit
Committee attended the meeting.
Required Vote
Election of each of the listed nominees for
Director requires the
affirmative vote of a plurality of the votes cast at the
Meeting in person or by
proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-
INTERESTED" DIRECTORS,
RECOMMENDS THAT THE 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 ("Peat
Marwick") as the independent
public accountants for the Fund for the fiscal year ending
February 28, 1996.
6
Coopers & Lybrand L.L.P. ("Coopers & Lybrand")
served as the Fund's
independent public accountants for the fiscal year ended
February 28, 1995. On
February 15, 1995, 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 Peat
Marwick as the Fund's
independent accountants for the fiscal year ending
February 28, 1996.
During the Fund's two most recent fiscal years ended
February 28, 1994 and
1995, 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
disclosure, 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
February 28, 1994 and
1995, the Fund has not consulted with Peat Marwick on
items which (i) concerned
the application of accounting principles to a specified
transaction, 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 & Lybrand.
The Fund has requested Coopers & Lybrand to
furnish it with a letter
addressed to the Securities and Exchange Commission
stating whether Coopers &
Lybrand agrees with the statements contained in the
paragraphs above. If the
Fund receives a written 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 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 Peat Marwick as
independent accountants
requires the affirmative vote of a majority of the
votes cast at the Meeting in
person or by proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-
INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR"
RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
7
OTHER MATTERS TO COME BEFORE THE
MEETING
The Directors do not intend to present any other
business at the Meeting,
nor are they 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 form of proxy will vote thereon in accordance
with their judgment.
SHAREHOLDER'S REQUEST FOR SPECIAL
MEETING
Shareholders entitled to cast at least 25% of all
votes entitled to be cast
at a meeting may require the calling of a meeting of
shareholders for the
purpose of voting on the removal of any Director of
the Fund. Meetings of
shareholders for any other purpose also shall be called
by the Chairman of the
Board, the President or the Secretary of the Fund when
requested in writing by
shareholders entitled to cast at least 25% of all votes
entitled to be cast at
the Meeting.
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund which
are intended to be
presented at the Fund's next Annual Meeting of
Shareholders to be held in 1996
must be received by the Fund for consideration for
inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than
February 16, 1996.
May 2, 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.
8