<PAGE>
ZENIX INCOME FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------
TO BE HELD ON JULY 12, 1995
----------------------
To the Shareholders of Zenix Income Fund Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Zenix
Income Fund Inc. (the "Fund") will be held at the offices of the Fund, 388
Greenwich Street, 22nd Floor, New York, New York at 10:00 a.m. on July 12, 1995
for the following purposes:
1. To elect six (6) Directors of the Fund (PROPOSAL 1);
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
accountants of the Fund for the current fiscal year of the Fund (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 May 15, 1995 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
meeting and any adjournment thereof.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
May 26, 1995
----------------------
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.
<PAGE>
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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
------------ ---------------
<S> <C>
CORPORATE ACCOUNTS
(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 ................................. Jane B. Doe
u/t/d/ 12/28/78
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
</TABLE>
<PAGE>
ZENIX INCOME FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
----------------------
ANNUAL MEETING OF SHAREHOLDERS
JULY 12, 1995
----------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Zenix Income Fund Inc. (the "Fund") for
use at the Annual Meeting of Shareholders of the Fund to be held on July 12,
1995, at the offices of the Fund, 388 Greenwich Street, 22nd 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 interview 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
The Shareholder Services Group, Inc., a subsidiary of First Data Corporation
("TSSG"), the Fund's transfer agent. The cost of solicitations and the expense
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. This Proxy Statement is first being mailed to
shareholder on or about May 31, 1995.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares of the capital 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 broker 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.
<PAGE>
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 solicitations 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. Under
the Fund's By-laws, a quorum is constituted by the presence or by proxy of the
holders of a majority of the outstanding Shares entitled to vote at the
Meeting.
The close of business on May 15, 1995 has been fixed as the record date of
the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
The Fund has two classes of shares: common stock which has a par value of
$.01 per share (the "Common Stock"), and cumulative preferred stock, which has
a par value of $.01 per share (the "Preferred Stock"). On May 15, 1995, there
were 13,706,780.495, shares of the Common Stock and 30,000 of the Preferred
Stock outstanding. Each shareholder is entitled to one vote for each Share held
and a proportionate fraction of a vote for any fractional Share held.
As of the Record Date, to the knowledge of the Fund and its Board, no single
shareholder or "group" (as that term is used in Section 13(d) of the Securities
and Exchange Act of 1934 (the "Exchange Act")), except set forth below,
beneficially owned more than 5% of the outstanding Shares of the Fund. As of
the Record Date, Cede & Co., a nominee partnership of the Depository Trust
Company, held 11,713,192 Shares of, or 85%of the Fund's Shares. Of the Shares
held by Cede and Co., Smith Barney held of record 6,166,151 Shares, or 44% of
the Fund's Shares, for which it has discretionary and non-discretionary
authority. As of the Record Date, the officers and Board Members of the Fund as
a group beneficially owned less than 1% of the Shares of the Fund.
In order that a shareholder's Shares may be represented at the Meeting,
shareholders are required to allow sufficient time for their proxies to be
received on or before 9:00 a.m. on July 12, 1995.
2
<PAGE>
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 plurality 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 six (6)
Directors of the Fund.
Under the terms of the Fund's Charter, the holders of Preferred Stock are
entitled as a class, to the exclusion of the holders of Common Stock, to elect
two Directors of the Fund. Charles F. Barber and Robert A. Frankel have been
nominated by the Fund's Board of Directors for election by holders of Preferred
Stock as Preferred Directors ("Preferred Directors"). The Fund's Charter
further provides that the holders of Common Stock are entitled as a class, to
the exclusion of holders of Preferred Stock, to elect two Directors of the
Fund. Martin Brody and Dwight B. Crane have been nominated by the Fund's Board
of Directors for election by holders of Common Stock as Common Directors
("Common Directors"). The Fund's Charter provides that the remaining nominees,
Heath B. McLendon and Allen J. Bloostein, shall be elected by holders of shares
of Common Stock and Preferred Stock voting together as a single class as Common
Directors and Preferred Directors.
Each nominee has consented to serve as a Director if elected at the Meeting.
If a designated nominee declines or otherwise becomes unavailable for election,
however, the proxy confers discretionary power on the persons named therein to
vote in favor of a substitute nominee or nominees.
3
<PAGE>
Set forth below are the names of the nominees for re-election to the Fund's
Board of Directors, together with certain other information:
<TABLE>
<CAPTION>
NUMBER OF THE FUND'S
NAME, AGE, PRINCIPAL OCCUPATION SERVED AS COMMON STOCK
AND OTHER BUSINESS EXPERIENCE A DIRECTOR BENEFICIALLY OWNED
DURING THE PAST FIVE YEARS SINCE CLASS AS OF MAY 15, 1995
- ------------------------------------- ---------- ----- --------------------
<S> <C> <C> <C>
Charles Barber (76) 1989 Preferred 2,229
Consultant; formerly Chairman of the
Board, ASARCO Incorporated
Allan J. Bloostein (64) 1992 Common & None
Consultant, formerly Vice Chairman of Preferred
the Board of May Department Stores
Company; Director of Crystals Brands,
Inc. Melville Corp., R.G. Barry Corp.
and Hechinger Co.
Martin Brody (72) 1988 Common 81,883
Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc. an
apparel manufacturer
Dwight B. Crane (56) 1988 Common None
Harvard Business School
Soldiers Field Road
Boston, MA 02163
Robert A. Frankel (68) 1994 Preferred None
102 Grand Street
Croton-on-Hudson, New York
10520
Heath B. McLendon* (62) 1988 Common & 14,425
388 Greenwich Street, 22nd Floor Preferred
New York, New York 10013
Managing Director of Smith Barney
Inc., Chairman of Smith Barney
Strategy Advisers Inc. and President
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.,
Director of PanAgora Asset
Management, Inc. and PanAgora Asset
Management Limited
</TABLE>
- -----------
* Interested person of the Fund as defined in the Investment Company Act of
1940, as amended (the "1940 Act").
** For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934 ( the "Exchange Act"). This information
as to beneficial ownership is based upon information furnished to the Fund
by Directors.
4
<PAGE>
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 representations from
certain such persons, the Fund believes that during its fiscal year ended March
31, 1995, 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 elected Chairman of the Board in 1988. Each of
the officers of the Fund will hold such office until a successor is voted upon
by the Board of Directors.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
AND
OTHER AFFILIATIONS
POSITION DURING THE PAST FIVE
NAME (YEAR FIRST ELECTED) YEARS
---- ------------------- ---------------------
<S> <C> <C>
Jessica M. Bibliowicz, age President (1995) Executive Vice President
35 of Smith Barney Inc.;
prior to 1994, Director
of Sales and Marketing
for Prudential Mutual
Funds; prior to 1991,
First Vice President,
Asset Management
Division of Shearson
Lehman Brothers Inc.
John C. Bianchi, age 39 Vice President and Managing Director of
Investment Officer (1993) SBMFM; prior to July
1993, Managing Director
of Shearson Lehman
Advisors.
Lewis E. Daidone, age 37 Senior Vice President Managing Director of
and Treasurer (1994) Smith Barney Inc.;
Chief Financial
Officer, Director and
Senior Vice President
of SBMFM.
Christina T. Sydor, age 44 Secretary (1994) Managing Director of
Smith Barney Inc.;
General Counsel and
Secretary of SBMFM.
</TABLE>
The principal business address of Ms. Bibliowicz, Mr. Bianchi, Mr. Daidone
and Ms. Sydor 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 or
administrator receives any compensation from the Fund for serving as an officer
or director of the Fund. The Fund pays each Director who is not a director,
officer or employee of the Fund's investment adviser or administrator a fee of
$5,000 per year plus $500 per regular meeting. The Fund also reimburses each
Director actual out of pocket expenses relating to attendance at meeting. The
aggregate remuneration and expenses paid by the Fund to such Directors during
the fiscal year ended March 31, 1995 amounted to $38,778.
5
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER OF FUNDS FOR
TOTAL COMPENSATION WHICH DIRECTOR
NAME OF PERSON, COMPENSATION FROM FUND SERVES WITHIN FUND
POSITION FROM FUND COMPLEX COMPLEX
--------------- ------------ ------------ -------------------
<S> <C> <C> <C>
Charles Barber $8,000 $ 40,500 6
Martin Brody $8,000 $111,675 20
Dwight Crane $8,000 $125,975 24
Allan Bloostein $8,000 $ 79,000 10
Robert Frankel $4,500 $ 75,850 8
Heath B. McLendon -- -- 41
</TABLE>
During the fiscal year ended March 31, 1995 the Directors of the Fund met 5
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 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 independent accountants and reviewing all audit as well as non-audit
accounting services performed for the Fund. During the fiscal year ended March
31, 1995 the Audit Committee met twice. All of the Audit Committee members
attended the meetings.
Election of the listed nominees for Director will require the affirmative
vote of (a) the holders of a majority of the shares of the Preferred Stock
represented in person or by proxy at the Meeting, in the case of the two
Preferred Directors; (b) the holders of a majority of the shares of Common
Stock represented in person or by proxy at the Meeting, in the case of the two
Common Directors; (c) the holders of a majority of Shares represented in person
or by proxy at the Meeting voting to gather as a single class in action, in the
case of the remaining Directors.
THE BOARD OF THE FUND, INCLUDING ALL THE INDEPENDENT BOARD MEMBERS,
RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL 2: TO RATIFY THE SELECTION OF KMPG PEAT MARWICK LLP AS THE
INDEPENDENT
ACCOUNTANTS FOR THE FUND FOR THE CURRENT FISCAL YEAR
The second proposal to be considered at the Meeting is the ratification of
the selection of KMPG Peat Marwick LLP ("Peat Marwick") as the independent
public accountants for the Fund for the fiscal year ending March 31, 1996.
Coopers & Lybrand L.L.P. ("Coopers & Lybrand") served as the Fund's
independent public accountants for the fiscal year ended March 31, 1995. On May
24, 1995, based upon recommendation of the Audit Committee of the
6
<PAGE>
Fund's Board of Directors, and in accordance with Section 32 of the 1940 Act,
and the rules thereunder, the Board voted to appoint Peat Marwick as the Fund's
independent accountants for the fiscal year ending March 31, 1996.
During the Fund's two most recent fiscal years ended March 31, 1994 and 1995,
Coopers & Lybrand's report on the Fund's financial statements contained no
adverse opinion or disclaimer or 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 statements 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 have been no "reportable events" as such term is described
in Item 304(a)(1)(v) of Regulation S-K with respect to Coopers & Lybrand.
During the Fund's two most recent fiscal years ended March 31, 1994 and 1995,
the Fund has not consulted with Peat Marwick on items which (i) concerned the
application of accounting principals to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Fund's financial statements or (ii) concerned the subject matter of a
disagreement or reportable event with Coopers & Lybrand.
The Fund has requested Coopers & Lybrand to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether Coopers &
Lybrand agrees with the statements contained in the paragraphs above. If the
Fund receives a written request from any shareholder at least five (5) days
prior to the Meeting stating that the shareholder will be present in person at
the Meeting and desires to ask questions of Coopers & Lybrand and Peat Marwick,
the Fund will arrange to have representatives of each present at the Meeting to
respond to appropriate questions.
REQUIRED VOTE
Ratification of the selection of Peat Marwick as independent accountants
requires the affirmative vote of the 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 SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
7
<PAGE>
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 as proxies
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 nay 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 SHAREHOLDERS 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 1996 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 January 6, 1996.
May 26, 1995
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN,
DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
8
