UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K ------------------------------ OMB APPROVAL ---------------------------- OMB Number: 3235-0060 Expires: October 31, 2006 Estimated average burden hours per response...28.00 ----------------------------- CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2004 CIGNA HIGH INCOME SHARES ------------------------ (Exact name of registrant as specified in its charter) Massachusetts 811-5495 04-2999956 ------------- -------- ---------- (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification No.) 3 Newton Executive Park, Suite 200 Newton, MA 02462 - ---------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (860) 757-7276 ------------- ___________________N/A______________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 8.01 Other Events. TimesSquare Capital Management, Inc. (TimesSquare), the investment adviser to CIGNA High Income Shares (the Fund), has decided to exit the business of managing investment companies. On November 23, 2004, the Board of Trustees of the Fund selected BlackRock Advisors, Inc. (BlackRock Advisors) to replace TimesSquare as the investment adviser to the Fund, and voted to nominate the directors of the BlackRock closed-end funds for election as trustees of the Fund, subject to shareholder approval. The Fund expects that it will hold a shareholder meeting in the first quarter of 2005 to seek approval of BlackRock Advisors as the adviser to the Fund, as well as to elect new trustees. Until shareholders approve BlackRock Advisors as the Fund's investment adviser, TimesSquare will continue to serve as the Fund's adviser and Shenkman Capital Management, Inc. will continue to serve as the Fund's sub-adviser with responsibility for management of the Fund's portfolio. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CIGNA HIGH INCOME SHARES ------------------------ Registrant Date: November 23, 2004 By: /s/ Jeffrey S. Winer -------------------- Jeffrey S. Winer Vice President and Secretary