<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to [Section]240.14a-11(c) or
[Section]240.14a-12
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
MFS Municipal Income Trust
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $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 [Section]urities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / 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:
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<PAGE> 2
MFS(R) MUNICIPAL INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
NOTICE OF THE 1996 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 19, 1996
The 1996 Annual Meeting of Shareholders of MFS(R) Municipal Income Trust (the
"Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at 9:30
a.m. on Thursday, September 19, 1996, for the following purposes:
ITEM 1. To elect William J. Poorvu, Elaine R. Smith and David B. Stone as
Trustees of the Trust.
ITEM 2. To ratify or reject the selection of Deloitte & Touche LLP as the
independent public accountants to be employed by the Trust for the
fiscal year ending October 31, 1996.
ITEM 3. To transact such other business as may properly come before the meeting
and any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only shareholders of record on July 22, 1996 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
August 2, 1996
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING,
DATING AND RETURNING THE ENCLOSED PROXY, WHICH WILL HELP IN AVOIDING THE
ADDITIONAL EXPENSE OF A SECOND SOLICITATION. THE ENCLOSED ADDRESSED ENVELOPE
REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE.
<PAGE> 3
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of proxies
by and on behalf of the Board of Trustees of MFS(R) Municipal Income Trust (the
"Trust") to be used at the 1996 Annual Meeting of Shareholders (the "Meeting")
to be held at 9:30 a.m. on Thursday, September 19, 1996, at 500 Boylston Street,
Boston, Massachusetts, for the purposes set forth in the accompanying Notice. If
the enclosed form of proxy is executed and returned, it may nevertheless be
revoked prior to its exercise by a signed writing filed with the tabulation
agent, State Street Bank and Trust Company, P.O. Box 592, Boston, Massachusetts
02102, or delivered at the Meeting. On July 22, 1996, there were outstanding
38,188,826 shares of the Trust. Shareholders of record at the close of business
on July 22, 1996 will be entitled to one vote for each share held.
The mailing address of the Trust is 500 Boylston Street, Boston, Massachusetts
02116. Solicitation of proxies is being made by the mailing of this Notice and
Proxy Statement with its enclosures on or about August 2, 1996. A copy of the
Trust's Annual Report and its most recent Semi-Annual Report succeeding the
Annual Report may be obtained without charge by contacting MFS Service Center,
Inc., the Trust's transfer and shareholder servicing agent (the "Shareholder
Servicing Agent"), P.O. Box 2281, Boston, MA 02107-9906, or by telephone
toll-free at (800) 637-2304.
ITEM 1--ELECTION OF TRUSTEES
Under the provisions of the Trust's Declaration of Trust, the Trustees are
divided into three classes each having a term of three years. It is intended
that proxies not limited to the contrary will be voted in favor of William J.
Poorvu, Elaine R. Smith and David B. Stone, each as Trustee of the class whose
term will expire at the 1999 Annual Meeting of Shareholders (or special meeting
in lieu thereof). Messrs. Poorvu and Stone and Ms. Smith are presently Trustees
of the Trust.
<TABLE>
The following table presents certain information regarding the Trustees,
including their principal occupations, which, unless specific dates are shown,
are of more than five years duration, although the titles may not have been the
same throughout. An asterisk beside a Trustee's name indicates that he is an
"interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of the Trust's investment adviser and that he has been
affiliated with the investment adviser for more than five years.
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION FIRST BECAME TERM AS OF PERCENT
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING JULY 15, 1996(2) OF CLASS(3)
<S> <C> <C> <C> <C>
A. KEITH BRODKIN,* 60, Chairman, President and Trustee;
Massachusetts Financial Services Company, Chairman,
Director, Chief Executive Officer and Chief Investment
Officer. 1986 1998 3,904.2 0.0102%
RICHARD B. BAILEY,* 69, Trustee; Private Investor;
Massachusetts Financial Services Company, Former Chairman
and Director (prior to September 30, 1991). 1986 1998 500.0 0.0013%
PETER G. HARWOOD, 70, Trustee; Private Investor. 1993 1998 0.0 0.0000%
J. ATWOOD IVES, 60, Trustee; Eastern Enterprises
(diversified holding company), Chairman, Director and
Chief Executive Officer; General Cinema Corporation, Vice
Chairman and Chief Financial Officer, Director (prior to
March 1992); The Neiman Marcus Group, Inc., Vice Chairman
and Chief Financial Officer (prior to January 1992). 1992 1997 1,000.0 0.0026%
</TABLE>
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<TABLE>
<CAPTION>
SHARES OF
TRUST OWNED
BENEFICIALLY
NAME, AGE, POSITION WITH TRUST, PRINCIPAL OCCUPATION FIRST BECAME TERM AS OF PERCENT
AND OTHER DIRECTORSHIPS(1) A TRUSTEE EXPIRING JULY 15, 1996(2) OF CLASS(3)
<S> <C> <C> <C> <C>
LAWRENCE T. PERERA, 61, Trustee; Hemenway & Barnes
(attorneys), Partner. 1986 1997 250.0 0.0007%
WILLIAM J. POORVU, 61, Trustee; Harvard University Graduate
School of Business Administration, Adjunct Professor; CBL
& Associates Properties, Inc. (a real estate investment
trust), Trustee; The Baupost Fund (a registered
investment company), Vice Chairman and Trustee (since
November 1993), Chairman and Trustee (prior to November
1993). 1986 1996 2,106.3 0.0055%
CHARLES W. SCHMIDT, 68, Trustee; Private Investor; OHM
Corporation, Director; The Boston Company, Director;
Boston Safe Deposit and Trust Company, Director; Mohawk
Paper Company, Director. 1986 1998 315.2 0.0008%
ARNOLD D. SCOTT*, 53, Trustee; Massachusetts Financial
Services Company, Senior Executive Vice President,
Director and Secretary. 1993 1997 265.9 0.0007%
JEFFREY L. SHAMES*, 41, Trustee; Massachusetts Financial
Services Company, President and Director. 1993 1997 0.0 0.0000%
ELAINE R. SMITH, 50, Trustee; Independent Consultant;
Brigham and Women's Hospital, Executive Vice President
and Chief Operating Officer (prior to September 1992). 1992 1996 100.0 0.0003%
DAVID B. STONE, 68, Trustee; North American Management
Corp. (investment adviser), Chairman; Eastern Enterprises
(diversified holding company), Director. 1989 1996 300.0 0.0008%
All Trustees and officers as a group 9,788.7 0.0256%
<FN>
- ---------------
(1) Directorships or Trusteeships of companies required to report to the
Securities and Exchange Commission (the "SEC") (i.e., "public companies").
(2) Numbers are approximate and include, where applicable, shares owned by a
Trustee's or officer's spouse or minor children or shares which were
otherwise reported by the Trustee or officer as "beneficially owned" under
SEC rules.
(3) Percentage of shares outstanding on July 15, 1996. All shares are held with
sole voting and investment power, except to the extent that such powers may
be shared by a family member or a trustee of a family trust.
</TABLE>
All Trustees serve as Trustees of 23 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"), investment
adviser to the Trust, except for Messrs. Bailey, Shames and Scott, who each
serve as Trustee of 73 funds within the MFS fund complex and Mr. Brodkin, who
serves as Trustee of 94 funds within the MFS fund complex. Messrs. Bailey and
Brodkin are also directors of Sun Life Assurance Company of Canada (U.S.) ("Sun
Life of Canada (U.S.)"). MFS is a subsidiary of Sun Life of Canada (U.S.).
Messrs. Brodkin, Scott and Shames are "interested persons" (as defined under the
1940 Act) of the Trust because each person is an officer and director of MFS;
Mr. Bailey is considered an "interested person" of the Trust because he is a
director of Sun Life of Canada (U.S.). Messrs. Brodkin, Scott and Shames each
own shares of common stock of MFS.
The Trust pays each Trustee who is not an officer of the Adviser a fee of $8,000
per year plus $400 per meeting and per committee meeting attended, together with
such Trustee's actual out-of-pocket expenses relating to attendance at meetings.
In addition, each
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<PAGE> 5
Trustee who is not an officer of the Adviser will be entitled to receive certain
benefits pursuant to the Trust's retirement plan. Under this plan, each such
Trustee (or his or her beneficiaries) will be entitled to receive an annual
retirement or death benefit in an amount of up to 50% of such Trustee's average
annual compensation, depending on the Trustee's length of service. Set forth
below is certain information concerning the cash compensation paid to these
Trustees and benefits accrued, and estimated benefits payable, under the
retirement plan.
<TABLE>
TRUSTEE COMPENSATION TABLE
<CAPTION>
RETIREMENT
BENEFIT
TRUSTEE FEES ACCRUED AS PART ESTIMATED TOTAL TRUSTEE
FROM OF TRUST CREDITED YEARS FEES FROM TRUST
TRUSTEE TRUST(1) EXPENSE(1) OF SERVICE(2) AND FUND COMPLEX(3)
- ----------------------- ------------ --------------- -------------- -------------------
<S> <C> <C> <C> <C>
Richard B. Bailey $ 12,000 $ 2,900 8 $ 263,815
Peter G. Harwood 14,400 1,540 5 111,366
J. Atwood Ives 13,600 3,093 17 101,356
Lawrence T. Perera 12,800 6,990 21 102,546
William J. Poorvu 14,400 7,110 21 111,366
Charles W. Schmidt 13,200 6,525 14 105,411
Elaine R. Smith 13,200 2,900 27 105,411
David B. Stone 14,800 4,550 11 115,521
<FN>
- ---------------
(1) For fiscal year ended October 31, 1995.
(2) Based on normal retirement age of 73.
(3) For calendar year 1995. All Trustees served as Trustees of 23 funds within
the MFS fund complex (having aggregate net assets at December 31, 1995, of
approximately $17.5 billion), except Mr. Bailey, who served as Trustee of 73
funds within the MFS fund complex (having aggregate net assets at December
31, 1995, of approximately $31.7 billion).
</TABLE>
<TABLE>
ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT(4)
<CAPTION>
YEARS OF SERVICE
AVERAGE -------------------------------------------
TRUSTEE FEES 3 5 7 10 OR MORE
- ------------ ------ ------ ------ ----------
<S> <C> <C> <C> <C>
$ 10,800 $1,620 $2,700 $3,780 $5,400
11,896 1,784 2,974 4,164 5,948
12,992 1,949 3,248 4,547 6,496
14,088 2,113 3,522 4,931 7,044
15,184 2,278 3,796 5,314 7,592
16,280 2,442 4,070 5,698 8,140
<FN>
- ---------------
(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
</TABLE>
4
<PAGE> 6
The Board of Trustees of the Trust met six times during its last fiscal year.
The Board has a standing Audit Committee, currently composed of Messrs. Harwood,
Ives, Poorvu and Stone, which met four times during the Trust's last fiscal
year, to review the internal and external accounting and auditing procedures of
the Trust and, among other things, to consider the selection of independent
public accountants for the Trust, to approve all significant services proposed
to be performed by its independent public accountants and to consider the
possible effect of such services on their independence. The Board has created a
Nominating Committee, composed of Ms. Smith and Messrs. Harwood, Ives, Perera,
Poorvu, Schmidt and Stone, to select and to recommend to the entire Board of
Trustees nominees for election as Trustee of the Trust to fill vacancies with
persons who are not "interested persons" as defined in the 1940 Act. The
Nominating Committee did not meet during the Trust's last fiscal year. The
Nominating Committee has not adopted a policy regarding shareholder
recommendations as to nominees.
Section 16(a) of the Securities Exchange Act of 1934 requires trustees,
directors and certain officers of the Trust and the Adviser, and persons who own
more than ten percent of the Trust's shares, to file reports of ownership and
changes in ownership with the SEC and the New York Stock Exchange. Such persons
are required by SEC regulation to furnish the Trust with copies of all Section
16(a) forms they file.
Based solely on review of the copies of such Forms 3, 4 and 5 and amendments
thereto furnished to the Trust with respect to its most recent fiscal year, or
written representations that no Forms 5 were required, the Trust believes that,
during the year ended October 31, 1995, all Section 16(a) filing requirements
applicable to trustees, directors and certain officers of the Trust and the
Adviser and greater than ten percent beneficial owners were complied with.
REQUIRED VOTE. Approval of this proposal as to any nominee will require the
affirmative vote of a plurality of the outstanding shares of the Trust voting at
the Meeting in person or by proxy.
ITEM 2--RATIFICATION OR REJECTION OF SELECTION OF ACCOUNTANTS
It is intended that proxies not limited to the contrary will be voted in favor
of ratifying the selection, by a majority of the Trustees who are not
"interested persons" (as that term is defined in the 1940 Act) of the Trust, of
Deloitte & Touche LLP under Section 32(a) of the 1940 Act as independent public
accountants to certify every financial statement of the Trust required by any
law or regulation to be certified by independent public accountants and filed
with the SEC in respect of all or any part of the fiscal year ending October 31,
1996. Deloitte & Touche LLP has no direct or material indirect interest in the
Trust. A representative of Deloitte & Touche LLP is expected to be present at
the Meeting and will have an opportunity to make a statement if he desires to do
so. Such representative is also expected to be available to respond to
appropriate questions.
INVESTMENT ADVISER
The Trust engages as its investment adviser MFS, a Delaware corporation with
offices at 500 Boylston Street, Boston, Massachusetts 02116. MFS is a subsidiary
of Sun Life of Canada (U.S.), One Sun Life Executive Park, Wellesley Hills,
Massachusetts 02181, which is in turn a wholly owned subsidiary of Sun Life
Assurance Company of Canada, 150 King Street West, Toronto, Canada M5H1J9.
MANNER OF VOTING PROXIES
All proxies received by the management will be voted on all matters presented at
the Meeting, and if not limited to the contrary, will be voted for the election
of Messrs. Poorvu and Stone and Ms. Smith as Trustees of the Trust (if still
available for election) and ratification of the selection of Deloitte & Touche
LLP as independent public accountants.
All proxies voted, including proxies that reflect (i) broker non-votes (if a
broker has voted on any item before the meeting), (ii) abstentions or (iii) the
withholding of authority to vote for a nominee for election as trustee, will be
counted toward establishing a quorum. Passage of any proposal being considered
at the Meeting will occur only if a sufficient number of votes are cast FOR the
5
<PAGE> 7
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions nor
broker non-votes have any effect on the outcome of the voting on the matter.
The Trust knows of no other matters to be brought before the Meeting. If,
however, because of any unexpected occurrence, any nominee is not available for
election or if any other matters properly come before the Meeting, it is the
Trust's intention that proxies not limited to the contrary will be voted in
accordance with the judgment of the persons named in the enclosed form of proxy.
SUBMISSION OF PROPOSALS
Proposals of shareholders which are intended to be presented at the 1997 Annual
Meeting of Shareholders must be received by the Trust on or prior to April 4,
1997.
ADDITIONAL INFORMATION
To obtain the necessary representation at the Meeting, solicitations may be made
by mail, telephone, or interview by Corporate Investor Communications, Inc.
("CIC") or its agents, as well as by officers of the Trust, employees of the
Adviser and securities dealers by whom shares of the Trust have been sold. It is
anticipated that the total cost of any such solicitations, if made by CIC or its
agents, would be approximately $6,000 plus out-of-pocket expenses, and if made
by any other party, would be nominal.
The expense of solicitations as well as the preparation, printing and mailing of
the enclosed form of proxy, and this Notice and Proxy Statement, will be borne
by the Trust.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
August 2, 1996 MFS MUNICIPAL INCOME TRUST
6
<PAGE> 8
MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
------------------------------------------------------
Proxy Statement
For the 1996 Annual Meeting
of Shareholders to be held on
September 19, 1996
------------------------------------------------------
<PAGE> 9
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS(R) MUNICIPAL INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, SEPTEMBER 19, 1996
P The undersigned hereby appoints JAMES R. BORDEWICK, JR., A. KEITH
BRODKIN, STEPHEN E. CAVAN and W. THOMAS LONDON, and each of them, proxies
R with several powers of substitution, to vote for the undersigned at the
1996 Annual Meeting of shareholders of MFS MUNICIPAL INCOME TRUST to be
O held at 500 Boylston Street, Boston, Massachusetts, on Thursday,
September 19, 1996, notice of which meeting and the Proxy Statement
X accompanying the same have been received by the undersigned, or at any
adjournment thereof, upon the following matters as described in the
Y Notice of Meeting and accompanying Proxy Statement.
WHEN PROPERLY EXECUTED, THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED SHAREHOLDER. ALL PROPOSALS (SET FORTH ON THE
REVERSE OF THIS PROXY CARD) HAVE BEEN PROPOSED BY THE BOARD OF TRUSTEES.
IF NO DIRECTION IS GIVEN ON THESE PROPOSALS, THIS PROXY CARD WILL BE
VOTED 'FOR' THE NOMINEES AND 'FOR' ITEM 2. THE PROXY WILL BE VOTED IN
ACCORDANCE WITH THE HOLDER'S BEST JUDGMENT AS TO ANY OTHER MATTER.
PLEASE VOTE AND SIGN ON OTHER
SIDE AND RETURN PROMPTLY IN
ENCLOSED ENVELOPE.
PLEASE SIGN THIS PROXY EXACTLY AS
YOUR NAME OR NAMES APPEAR ON REVERSE
SIDE OF THIS CARD. JOINT OWNERS
SHOULD EACH SIGN PERSONALLY.
TRUSTEES AND OTHER FIDUCIARIES
SHOULD INDICATE THE CAPACITY IN
WHICH THEY SIGN, AND WHERE MORE THAN
ONE NAME APPEARS, A MAJORITY MUST
SIGN. IF A CORPORATION, THIS
SIGNATURE SHOULD BE THAT OF AN
AUTHORIZED OFFICER WHO SHOULD STATE
HIS OR HER TITLE.
/X/ PLEASE MARK VOTES
AS IN THIS EXAMPLE
1. ELECTION OF TRUSTEES. FOR / / WITHHOLD / / FOR ALL EXCEPT / /
NOMINEES: William J. Poorvu, Elaine R. Smith and David B. Stone.
If you do not wish your shares voted "FOR" a particular nominee,
mark the "FOR ALL EXCEPT" box and strike a line through that
nominees name. Your shares will be voted for the remaining
nominees.
2. RATIFICATION OF SELECTION OF ACCOUNTANTS.
FOR / / AGAINST / / ABSTAIN / /
Mark box at right if comments or address change have
been noted on the reverse side of this card. / /
REGISTRATION
RECORD DATE SHARES:
-------------------
Date
Please be sure to sign and date this Proxy.
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------ Shareholder sign here ------ ------ Co-owner sign here -----
