Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [ ]
Filed by a party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary proxy statement
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Managed High Income Portfolio Inc.
(Name of Registrant as Specified in its Charter)
Caren Cunningham
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(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 the transaction applies:
(2) Aggregate number of securities to which transactions 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:
[ ] 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:
1 Set forth the amount on which the
filing fee is calculated and state how it was determined.
MANAGED HIGH INCOME PORTFOLIO INC.
388 Greenwich Street
New York, New York 10013
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 7, 1996
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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 7,
1996 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
auditors of the Fund for the fiscal year ending February 28, 1997 (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 8, 1996 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
April 29, 1996 Secretary
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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
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(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
Custodian 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
MANAGED HIGH INCOME PORTFOLIO INC.
388 Greenwich Street
New York, New York 10013
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ANNUAL MEETING OF SHAREHOLDERS
June 7, 1996
------------------
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 7, 1996, 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
First Data Investor Services Group, Inc. (the "Transfer Agent") the Fund's
transfer agent. The costs of solici tation 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
29, 1996. This Proxy Statement is first being mailed to shareholders on or about
April 29, 1996.
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 8, 1996 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 8, 1996, there were 41,981,589.04 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 8, 1996, Cede & Co., a nominee partnership of Depository Trust
Company, held 41,090,772 or 97.87% 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 32,477,828 or 77.36% of the Shares.
As of April 8, 1996, 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 I Directors") of the Fund for a period
of three years or until their successors shall have been elected and qualified.
The Class I Directors' terms shall expire in 1999. Each year the term of office
of one class of Directors expires.
2
Each of the nominees currently serve 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
Percentage)of
Fund Shares
Name, Age, Principal Occupation and Serviced As Beneficially
Other Business Experience During the a Director Owned* as of
Past Five Years Since Class April 8, 1996
- ------------------------------------ ----------- ----- -------------
Dr. Paul Hardin, age 64.................. 1993 I None
Chancellor Emeritus and Professor of
Law of the University of North Carolina
at Chapel Hill; prior to July 1995,
Chancellor and Professor of Law.
George M. Pavia, age 68................. 1993 I None
Senior Partner, Pavia & Harcourt,
Attorneys.
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
Percentage)of
Fund Shares
Name, Age, Principal Occupation and Serviced As Beneficially
Other Business Experience During the a Director Owned* as of
Past Five Years Since Class April 8, 1996
- ------------------------------------ ----------- ----- -------------
Paolo M. Cucchi, age 54................. 1993 I 200
Dean of College of Liberal Arts at (less than 1%)
Drew University.
Andrea Farace, age 40................... 1993 II 528.7851
President and Director of Trace (less than 1%)
International Holdings, Inc.; prior to
December 1994, Executive Vice President
and Managing Director; prior to March
1993, Senior Vice President.
Alessandro di Montezemolo, age 77....... 1993 III None
Retired; former Chairman of the Board
of Marsh & McLennan, Inc.; a director
of OffitBank.
- --------
* 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
Percentage)of
Fund Shares
Name, Age, Principal Occupation and Serviced As Beneficially
Other Business Experience During the a Director Owned* as of
Past Five Years Since Class April 8, 1996
- ------------------------------------ ----------- ----- -------------
**Heath B. McLendon, age 62............. 1993 III 680
Managing Director of Smith Barney Inc., (less than 1%)
Chairman of Smith Barney Strategy
Advisors, 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.
James Crisona, age 88 (Director emeritus) 1993 ++ None
Retired; formerly a Justice of the
Supreme Court of the State of New York.
- --------
** Interested person of the Fund as defined in the Investment Company Act of
1940, as amended (the "1940 Act").
++ Director emeritus may attend meetings but has no voting rights.
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 29, 1996, all filing requirements applicable to such
persons were complied with.
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.
Principal Occupations and Other
Position Affiliations During the
Name (year first elected) Past Five Years
- ---- -------------------- -------------------------------
Jessica M. Bibliowicz, President (1995) Executive Vice President of
age 36.................... Smith Barney Inc.; prior to
1994, Director of Sales and
Marketing for Prudential
Mutual Funds.
John C. Bianchi, age 39... Vice President Managing Director of SBMFM;
and Investment prior to July 1993, Managing
Officer (1993) Director of Shearson Lehman
Advisors.
4
Principal Occupations and Other
Position Affiliations During the
Name (year first elected) Past Five Years
- ---- -------------------- -------------------------------
Lewis E. Daidone, age 38.. Senior Vice Managing Director of Smith
President and Barney Inc.; Chief Financial
Treasurer (1994) Officer, Director and Senior
Vice President of SBMFM.
Christina T. Sydor, Secretary (1994) Managing Director of Smith
age 45.................... 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 and
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 and
administrator, a fee of $5,000 per year plus $500 per regular in-person meeting
and $100 per telephone meeting. The Fund pays the Director emeritus a fee of
$2,500 per year plus $250 per regular in-person meeting and $50 per telephone
meeting. The Fund also reimburses each Director's actual out of pocket expenses
relating to attendance at meetings. The aggregate compensation paid by the Fund
to such Directors during the fiscal year ended February 29, 1996 amounted to
$39,050.
Total Number of Funds
Total Compensation for which Director
Name of Compensation from Fund Serves within
Person, Position from Fund Complex Fund Complex
- ---------------- ------------ ------------ ------------------
Paolo M. CucchI............. $7,100 $17,700 2
Director
Alessandro di Montezemolo... 7,100 17,700 2
Director
Andrea Farace............... 7,100 7,100 1
Director
Paul Hardin................. 7,100 68,200 12
Director
Heath B. McLendon........... -- -- 41
Chairman of the Board
George M. Pavia............. 7,100 17,700 2
Director
James J. Crisona............ 3,550 26,400 10
Director emeritus
During the fiscal year ended February 29, 1996, 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
5
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 indepen
dent accountants and reviewing all audit as well as nonaudit accounting services
performed for the Fund. During the fiscal year ended February 29, 1996, 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 AUDITORS.
The second proposal to be considered at the Meeting is the ratification of
the selection of KPMG Peat Marwick LLP ("KPMG") as the independent public
auditors for the Fund for the fiscal year ending February 28, 1997.
On February 14, 1996, 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 as the Fund's
independent auditors for the fiscal year ending February 28, 1997. KPMG also
serves as independent auditor for SBMFM, other investment companies associated
with SBMFM and for SBMFM's ultimate parent corporation, Travelers Group Inc.
("Travelers"). KPMG has no direct or material indirect financial interest in the
Fund, SBMFM, Travelers or any other investment company sponsored by SBMFM or its
affiliates.
Coopers & Lybrand L.L.P. ("Coopers & Lybrand") served as the Fund's
independent 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 KPMG as the Fund's independent
accountants for the fiscal year ending February 29, 1996. During the fiscal year
ended February 28, 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 were no "reportable events" as such term is described in Item
304(a)(1)(v) of Regulation S-K with respect to Coopers & Lybrand.
If the Fund receives a written request from any stockholder at least five
days prior to the meeting stating that the stockholder will be present in person
at the meeting and
6
desires to ask questions of the auditor concerning the Fund's financial
statements, the Fund will arrange to have a representative of KPMG present at
the meeting who will respond to appropriate questions and have an opportunity to
make a statement.
Required Vote
Ratification of the selection of KPMG as independent auditors 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 AUDITORS.
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 1997
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, 1997.
April 29, 1996
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.
7
MANAGED HIGH INCOME PORTFOLIO INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Managed High Income
Portfolio Inc. (the "Portfolio"), a Maryland corporation, hereby
appoints Heath B. McLendon, Christina T. Sydor and Caren
Cunningham, 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 the Portfolio which the undersigned is entitled to vote at the
Annual Meeting of Shareholders of the Portfolio (the "Meeting")
to be held at the offices of the Portfolio, 388 Greenwich Street, 26th
Floor, New York, New York on June 7, 1996 at 10:00 a.m.,
and any adjournments The undersigned hereby acknowledges receipt
of the Notice of Annual 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.
This proxy, if properly executed, will be voted in the manner directed
by the undersigned shareholder. The Board of Directors recommends
that the shareholders vote "FOR" both nominees and "FOR" ratification
of the selection of KPMG Peat Marwick LLP as independent auditors
for the Portfolio. If no direction is made, this proxy will be voted FOR
election of nominees as directors and FOR Proposal 2. Please refer to
the Proxy Statement for a discussion of the Proposals.
1. ELECTION OF DIRECTORS
Nominees: Dr. Paul Hardin, George Pavia
FOR WITHHOLD
[ ] [ ]
[ ]
For all nominees except as noted above.
2. To ratify the selection of KPMG Peat Marwick LLP as
independent auditors of the Portfolio for the fiscal year ending
February 28, 1997.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
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.
Signature Date Signature Date
______________ ____ ______________ ____