<PAGE>
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant
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 Rule 14a-11(c) or Rule 14a-12
MFS Intermediate Income Trust
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(Name of Registrant as Specified in its Charter)
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total Fee Paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
MFS(R) INTERMEDIATE INCOME TRUST
500 Boylston Street, Boston, Massachusetts 02116
Notice of the 1999 Annual Meeting of Shareholders
To be held on October 21, 1999
The 1999 Annual Meeting of Shareholders of MFS(R) Intermediate Income Trust
(the "Trust") will be held at 500 Boylston Street, Boston, Massachusetts, at
9:30 a.m. on Thursday, October 21, 1999, for the following purposes:
ITEM 1. To elect Marshall N. Cohan and Sir J. David Gibbons 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; and
ITEM 3. To transact such other business as may come before the Meeting and
any adjournments thereof.
YOUR TRUSTEES RECOMMEND THAT YOU VOTE IN FAVOR OF ALL ITEMS.
Only shareholders of record on August 23, 1999 will be entitled to vote at the
Annual Meeting of Shareholders.
STEPHEN E. CAVAN, Secretary and Clerk
September 3, 1999
YOUR VOTE IS IMPORTANT. WE WOULD APPRECIATE YOUR PROMPTLY VOTING, SIGNING 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 PROVIDED FOR YOUR CONVENIENCE.
<PAGE>
MFS(R) INTERMEDIATE INCOME TRUST
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) Intermediate
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, October 21,
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 proxy tabulation agent, State Street Bank and Trust
Company, P.O. Box 592, Boston, Massachusetts 02102, or delivered at the
Meeting. On August 23, 1999, there were outstanding 136,466,986 shares of the
Trust. Shareholders of record at the close of business on August 23, 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 September 3, 1999. A copy of
the Trust's most recent annual report and semi-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
9024, Boston, MA 02205-9824, 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 Marshall N.
Cohan and Sir J. David Gibbons as Trustees of the class whose term will expire
at the 2002 Annual Meeting of Shareholders (or special meeting in lieu
thereof). Messrs. Cohan and Gibbons are presently Trustees of the Trust.
Under the terms of the Trust's retirement plan, the Trustees have a mandatory
retirement age of 75. Consequently, Mr. Cohan will retire no later than
December 31, 2001.
The following table presents certain information regarding the Trustees of the
Trust, 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 or she 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
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 AUGUST 18, 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 0.00 0.00000%
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. 1988 2001 163 0.00012%
MARSHALL N. COHAN (born 11/14/26), Trustee; Private
Investor. 1988 1999 25 0.00002%
LAWRENCE H. COHN (born 3/11/37), Trustee; Brigham and
Women's Hospital, Chief of Cardiac Surgery; Harvard
Medical School, Professor of Surgery. 1993 2001 0.00 0.00000%
SIR J. DAVID GIBBONS, KBE (born 6/15/27), Trustee;
Edmund Gibbons Limited, Chief Executive Officer;
Colonial Insurance Company Ltd., Chairman. 1988 1999 0.00 0.00000%
ABBY M. O'NEILL (born 4/27/28), Trustee; Private
Investor; Rockefeller Financial Services, Inc.
(investment advisers), Chairman and Chief Executive
Officer. 1992 2001 0.00 0.00000%
WALTER E. ROBB, III (born 8/18/26), Trustee; Benchmark
Advisors, Inc. (corporate financial consultants),
President and Treasurer; Benchmark Consulting Group,
Inc. (office services), President; CitiFunds and
CitiSelect Folios (mutual funds), Trustee. 1988 2000 1,466.200 0.00107%
ARNOLD D. SCOTT* (born 12/16/42), Trustee; Massachusetts
Financial Services Company, Senior Executive Vice
President, Director and Secretary. 1993 2000 338.076 0.00025%
J. DALE SHERRATT (born 9/23/38), Trustee; Insight
Resources, Inc. (acquisition planning specialists),
President; Wellfleet Investments (investor in health
care companies), Managing General Partner (Since
1993); Cambridge Nutraceuticals (professional
nutritional products), Chief Executive Officer. 1993 2001 14,600 0.01068%
WARD SMITH (born 9/13/30), Trustee; Retired. NACCO
Industries (holding company), Chairman (prior to June
1994); Sunstrand Corporation (diversified mechanical
manufacturer), Director. 1992 2001 0.00 0.00000%
All Trustees and officers as a group 16,592.276 0.01213%
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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 August 18, 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.
</TABLE>
All Trustees serve as Trustees of 43 funds within the MFS fund complex advised
by Massachusetts Financial Services Company ("MFS" or the "Adviser"), investment
adviser to the Trust, except Messrs. Bailey and Scott who each serve as Trustees
of 74 funds within the MFS 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 owns 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
$11,575 per year, plus $500 per meeting and $500 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.
<TABLE>
TRUSTEE COMPENSATION TABLE
<CAPTION>
RETIREMENT BENEFIT ESTIMATED TOTAL TRUSTEE FEES
TRUSTEE FEES ACCRUED AS PART OF CREDITED YEARS FROM TRUST AND
TRUSTEE FROM TRUST (1) TRUST EXPENSE (1) OF SERVICE (2) FUND COMPLEX (3)
- -------- -------------- ----------------- -------------- -----------------
<S> <C> <C> <C> <C>
Richard B. Bailey .................................. $16,575 $6,147 10 $259,430
Marshall N. Cohan .................................. 18,075 9,615 14 143,259
Dr. Lawrence Cohn .................................. 17,589 4,474 18 153,579
Sir J. David Gibbons ............................... 16,576 9,032 13 130,059
Abby M. O'Neill .................................... 16,575 5,269 10 130,059
Walter E. Robb, III ................................ 19,089 9,615 14 171,154
Arnold D. Scott .................................... -0- -0- N/A -0-
Jeffrey L. Shames .................................. -0- -0- N/A -0-
J. Dale Sherratt ................................... 19,082 5,058 20 157,714
Ward Smith ......................................... 18,582 6,069 13 146,739
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(1) For fiscal year ended October 31, 1998.
(2) Based on normal retirement age of 75.
(3) For calendar year 1998. All Trustees receiving compensation served as Trustees of 43 funds within the MFS fund complex
(having aggregate net assets at December 31, 1998, of approximately $24.9 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 $68.2
billion).
ESTIMATED ANNUAL BENEFITS PAYABLE BY THE TRUST UPON RETIREMENT (4)
<CAPTION>
AVERAGE YEARS OF SERVICE
TRUSTEE ------------------------------------------------------------------------------------
FEES 3 5 7 10 OR MORE
----- ----- ----- ----- -----
<S> <C> <C> <C> <C>
$14,918 $2,238 $3,729 $5,221 $ 7,459
16,134 2,420 4,033 5,647 8,067
17,350 2,602 4,337 6,072 8,675
18,566 2,785 4,641 6,498 9,283
19,782 2,967 4,945 6,924 9,891
20,998 3,150 5,249 7,349 10,499
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(4) Other funds in the MFS fund complex provide similar retirement benefits to the Trustees.
</TABLE>
The Board of Trustees of the Trust met 6 times during its last fiscal year.
The Board has a standing Audit Committee, composed of Messrs. Cohan, Robb,
Sherratt and Smith, which met 5 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. O'Neill and Messrs. Cohan, Cohn,
Gibbons, Robb, Sherratt, and Smith, 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 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. Cohan by December 31, 2001 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. Nominees must be persons who are not "interested
persons" of the Trust as defined in the 1940 Act. 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 matter as to any nominee will require the
affirmative vote of a plurality of the Trust's outstanding shares 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 and to provide certain other tax-related services (such as
tax return preparation and assistance and consultation with respect to the
preparation of filings 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.
Representatives of Deloitte & Touche LLP are expected to be present at the
Meeting and will have an opportunity to make a statement if they desire to do
so. Such representatives are also expected to be available to respond to
appropriate questions.
REQUIRED VOTE. Ratification of this matter will require the affirmative vote
of a majority of the Trust's outstanding shares voting at the Meeting on this
matter in person or by proxy.
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 02181, 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 Messrs. Cohan and Gibbons 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
May 7, 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 MFS, 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 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, 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.
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 $11,500 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
September 3, 1999 MFS INTERMEDIATE INCOME TRUST
<PAGE>
MFS INTERMEDIATE
INCOME TRUST
500 Boylston Street
Boston, Massachusetts 02116
----------------------------
Proxy Statement
For the 1999 Annual Meeting
of Shareholders to be held on
October 21, 1999
MFS INTERMEDIATE
INCOME TRUST
500 Boylston Street Boston, Massachusetts 02116 ----------------------------
<PAGE>
PROXY PROXY
THIS PROXY IS SOLICITED BY AND ON BEHALF OF THE BOARD OF TRUSTEES OF
MFS(R) INTERMEDIATE INCOME TRUST
PROXY FOR THE ANNUAL MEETING OF SHAREHOLDERS, OCTOBER 21, 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) INTERMEDIATE INCOME TRUST, to be held at 500
Boylston Street, Boston, Massachusetts, on Thursday, October 21, 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 MATTER.
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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 the 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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<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
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MFS(R) INTERMEDIATE INCOME TRUST
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1. ELECTION OF TRUSTEES
NOMINEES:
Marshall N. Cohan For All With- For All
Sir J. David Gibbons Nominees hold Except
[ ] [ ] [ ]
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 OF For Against Abstain
ACCOUNTANTS. [ ] [ ] [ ]
<TABLE>
<S> <C> <C>
Please be sure to sign and date this Proxy. Date
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Shareholder sign here-----------------------Co-owner sign here--- RECORD DATE SHARES:
</TABLE>
