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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 [ ]
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CHECK THE APPROPRIATE BOX:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
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] No fee required.
[ ] 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 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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MFS(R) MUNICIPAL INCOME TRUST
500 BOYLSTON STREET, BOSTON, MASSACHUSETTS 02116
NOTICE OF THE 1999 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON SEPTEMBER 16, 1999
The 1999 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 16, 1999, 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 the selection of Deloitte & Touche LLP as the independent
public accountants to be employed by the Trust for the fiscal year
ending October 31, 1999.
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 19, 1999 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
July 29, 1999
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.
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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 1999 Annual
Meeting of Shareholders (the "Meeting") to be held at 9:30 a.m. on Thursday,
September 16, 1999, 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 19, 1999, there were outstanding 39,241,222.758 shares of the Trust.
Shareholders of record at the close of business on July 19, 1999 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 July 29, 1999. 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 2002 Annual Meeting of Shareholders (or special meeting
in lieu thereof). Ms. Smith and Messrs. Poorvu and Stone are presently Trustees
of the Trust. Under the terms of the Trust's retirement plan, the Trustees have
a mandatory retirement age of 73. Consequently, Mr. Stone will retire no later
than December 31, 2000.
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 the Trustee
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 the Trustee
has been affiliated with the investment adviser for more than five years.
<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 14, 1999(2) OF CLASS(3)
<S> <C> <C> <C> <C>
JEFFREY L. SHAMES,* (born 6/2/55), Chairman and President;
Massachusetts Financial Services Company, Chairman and
Chief Executive Officer. 1993 2000 0.0 0%
RICHARD B. BAILEY,* (born 9/14/26), Trustee; Private
Investor; Massachusetts Financial Services Company,
Former Chairman and Director (prior to September 30,
1991); Cambridge Bancorp, Director; Cambridge Trust
Company, Director. 1986 2001 500.0 0.0013%
J. ATWOOD IVES, (born 5/1/36), Trustee; Eastern Enterprises
(diversified services company), Chairman, Trustee and
Chief Executive Officer. 1992 2000 0.0 0%
LAWRENCE T. PERERA, (born 6/23/35), Trustee; Hemenway &
Barnes (attorneys), Partner. 1986 2000 0.0 0%
</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 14, 1999(2) OF CLASS(3)
<S> <C> <C> <C> <C>
WILLIAM J. POORVU, (born 4/10/35), Trustee; Harvard Univer-
sity 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 1999 2,586.6 0.0066%
CHARLES W. SCHMIDT, (born 3/18/28), Trustee; Private Inves-
tor; International Technology Corporation, Director;
Mohawk Paper Company, Director. 1986 2001 387.0 0.0010%
ARNOLD D. SCOTT,* (born 12/16/24), Trustee; Massachusetts
Financial Services Company, Senior Executive Vice
President, Director and Secretary. 1993 2000 326.6 0.0008%
ELAINE R. SMITH, (born 4/25/46), Trustee; Independent Con-
sultant. 1992 1999 119.8 0.0003%
DAVID B. STONE, (born 9/2/27), Trustee; North American
Management Corp. (investment adviser), Chairman; Eastern
Enterprises (diversified services company), Director. 1989 1999 0.0 0%
All Trustees and officers as a group 4,654.7 0.0119%
</TABLE>
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(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 14, 1999. 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.
All Trustees serve as Trustees of 31 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 and Scott, who each serve as
Trustee of 74 funds within the MFS fund complex, and Mr. Shames, who serves as
Trustee of 132 funds within the MFS fund complex. Messrs. Scott and Shames are
"interested persons" (as defined under the 1940 Act) of the Trust because they
are each an officer and director of MFS; Messrs. Scott and Shames each own
shares of common stock of MFS. Mr. Bailey is considered an "interested person"
of the Trust because he is a director of Sun Life Assurance Company of Canada
(U.S.), an affiliate of MFS.
The Trust pays each Trustee who is not an officer of the Adviser a fee of $7,000
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 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.
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TRUSTEE COMPENSATION TABLE
<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 $ 9,033 $3,873 8 $259,430
J. Atwood Ives 10,233 4,013 17 149,491
Lawrence T. Perera 9,433 6,067 21 129,371
William J. Poorvu 10,633 6,267 21 139,006
Charles W. Schmidt 10,233 6,133 14 129,301
Arnold D. Scott 0 0 N/A 0
Jeffrey L. Shames 0 0 N/A 0
Elaine R. Smith 12,233 4,480 27 150,511
David B. Stone 12,633 5,940 11 165,826
</TABLE>
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(1) For fiscal year ended October 31, 1998.
(2) Based on normal retirement age of 73.
(3) For calendar year 1998. All Trustees receiving compensation served as
Trustees of 31 funds within the MFS fund complex (having aggregate net
assets at December 31, 1998, of approximately $43 billion), except Mr.
Bailey, who served as Trustee of 74 funds within the MFS fund complex
(having aggregate net assets at December 31, 1998, of approximately $68
billion).
ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT(4)
<TABLE>
<CAPTION>
YEARS OF SERVICE
AVERAGE -------------------------------------
TRUSTEE FEES 3 5 7 10 OR MORE
- ------------ ------ ------ ------ ----------
<S> <C> <C> <C> <C>
$ 8,130 $1,220 $2,033 $2,846 $4,065
9,283 1,393 2,321 3,249 4,642
10,437 1,566 2,609 3,653 5,218
11,590 1,739 2,898 4,057 5,795
12,743 1,912 3,186 4,460 6,372
13,897 2,085 3,474 4,864 6,948
</TABLE>
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(4) Other funds in the MFS fund complex provide similar retirement benefits to
the Trustees.
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 Ms. Smith and
Messrs. Perera, Poorvu, and Stone, which met five 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. Ives,
Perera, Poorvu, Schmidt and Stone, that is responsible for recommending
qualified candidates to the Board in the event that a position is vacated or
created. The Nominating Committee consists only of Trustees who are not
"interested persons" of the Trust as defined in the 1940 Act. The Nominating
Committee would consider
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recommendations by shareholders if a vacancy were to exist. The Board currently
expects to reduce the size of the Board upon the retirement of Mr. Stone by
December 31, 2000 in order to eliminate the vacancy created by his retirement.
Shareholders wishing to recommend Trustee candidates for consideration by the
Nominating Committee may do so by writing the Secretary of the Trust. Members of
the Nominating Committee confer periodically and hold meetings as required. The
Nominating Committee did not meet during the Trust's last fiscal year.
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 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,
1999. 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 AND ADMINISTRATOR
The Trust engages as its investment adviser and administrator MFS, a Delaware
corporation with offices at 500 Boylston Street, Boston, Massachusetts 02116.
MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings,
Inc., One Sun Life Executive Park, Wellesley Hills, Massachusetts 02481, which
is in turn an indirect 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 Ms. Smith and Messrs. Poorvu and Stone 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 abstentions or 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
proposal. With respect to the election of Trustees and the ratification of
public accountants, neither withholding authority to vote nor abstentions have
any effect on the outcome of the voting on either item.
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 2000 Annual
Meeting of Shareholders must be received by the Trust on or prior to March 31,
2000.
SECTION 16(a)--BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
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
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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,
with one exception described below, during the year ended October 31, 1998, 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. In one instance, a Form 4 reflecting the transfer of
Trust shares from accounts held in trust by Mr. W. Thomas London, the Treasurer
of the Trust, acting as Trustee, to the beneficiaries of the trust accounts, was
filed late.
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.
July 29, 1999 MFS MUNICIPAL INCOME TRUST
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<TABLE>
<S> <C>
MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
-----------------------------------------------------
Proxy Statement
For the 1999 Annual Meeting
of Shareholders to be held on
September 16, 1999
-----------------------------------------------------
</TABLE>
MFS(R) MUNICIPAL
INCOME TRUST
500 Boylston Street, Boston,
Massachusetts 02116
<PAGE> 9
PROXY THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
MFS(R) MUNICIPAL INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, SEPTEMBER 16, 1999
The undersigned hereby appoints JAMES R. BORDEWICK, JR., STEPHEN E. CAVAN, W.
THOMAS LONDON and JEFFREY L. SHAMES, and each of them, proxies with several
powers of substitution, to vote for the undersigned at the 1999 Annual Meeting
of shareholders of MFS(R) MUNICIPAL INCOME TRUST to be held at 500 Boylston
Street, Boston, Massachusetts, on Thursday, September 16, 1999, notice of which
meeting and the Proxy Statement accompanying the same have been received by the
undersigned, or at any adjournment thereof, upon the following matters as
described in the 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 MATTERS.
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PLEASE VOTE AND SIGN ON REVERSE SIDE AND RETURN PROMPTLY IN ENCLOSED ENVELOPE.
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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.
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[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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MFS[R] MUNICIPAL INCOME TRUST
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1. ELECTION OF TRUSTEES.
NOMINEES:
FOR ALL WITH- FOR ALL
NOMINEES HOLD EXCEPT
WILLIAM J. POORVU [ ] [ ] [ ]
ELAINE R. SMITH
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 THE NAME(S) OF
THE NOMINEE(S). YOUR SHARES WILL BE VOTED FOR
THE REMAINING NOMINEE(S).
2. RATIFICATION OF SELECTION FOR AGAINST ABSTAIN
OF ACCOUNTANTS. [ ] [ ] [ ]
PLEASE BE SURE TO SIGN AND DATE THIS PROXY. DATE
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SHAREHOLDER SIGN HERE CO-OWNER SIGN HERE
RECORD DATE SHARES:
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