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
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Municipal High Income Fund Inc.
(Name of Registrant as Specified in its Charter)
Marc Schuman
Name of Person Filing Proxy Statement
Payment of Filing Fee (Check appropriate box):
[X] No longer applicable
[ ] $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 securities to which the transaction
applies:
(2) Aggregate number of securities to which transactions
applies:
(3) Per unit price or other underlying value of transaction
computed
pursuant to Exchange Act Rule 0-11:1
(4) Proposed maximum aggregate value of transaction:
[ ] 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:
1. Set forth the amount on which the filing fee is calculated and
state how it
was determined.
MUNICIPAL HIGH INCOME FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------
TO BE HELD ON FEBRUARY 24, 1999
--------------------------
To the Shareholders of Municipal High Income Fund Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of
Municipal High Income Fund Inc. (the "Fund") will be held at the offices of the
Fund at 388 Greenwich Street, 22nd Floor, New York, New York at 9:30 a.m. on
February 24, 1999 for the following purposes:
1. To elect two (2) Class III Directors of the Fund (PROPOSAL 1);
2. To ratify the selection of KPMG LLP as the independent auditors of
the Fund for the fiscal year ending October 31, 1999 (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 January 6, 1999 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
January 25, 1999 Secretary
- --------------------------------------------------------------------------------
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 may 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 the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
- ----------- --------------
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
u/t/d 12/28/78 ......................... Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA .......... John B. Smith
(2) John B. Smith ........................... John B. Smith, Executor
<PAGE>
MUNICIPAL HIGH INCOME FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
1-800-451-2010
--------------------------
ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 24, 1999
--------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Municipal High Income Fund
Inc. (the "Fund") for use at the Annual Meeting of Shareholders (the "Meeting")
of the Fund to be held on February 24, 1999 at the Fund's executive offices at
388 Greenwich Street, 22nd Floor, New York, New York and at any adjournments
thereof. A Notice of Meeting of Shareholders (the "Notice") 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 Mutual
Management Corp. ("MMC" or the "Manager") (formerly known as Smith Barney Mutual
Funds Management Inc.), the Fund's investment adviser and administrator, Salomon
Smith Barney Inc. ("Salomon Smith Barney"), which currently makes a market in
the Fund's shares, and First Data Investor Services Group, Inc. ("First Data"),
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.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended October 31, 1998, has previously been furnished to all
shareholders. This Proxy Statement is first being mailed to shareholders on or
about January 25, 1999. The Fund will provide additional copies of the annual
report to any shareholder upon request by calling the Fund at 1-800-451-2010.
If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares of 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 brokers or nominees
do not have discretionary power) will be treated as shares that are present but
which have not been voted. Approval of Proposal 1 requires the affirmative vote
of a plurality of the votes cast at the Meeting with a quorum present. Approval
of Proposal 2 requires the affirmative
1
<PAGE>
vote of a majority of the votes cast at the Meeting with a quorum present.
Because both proposals require a proportion of votes cast for their approval,
abstensions and broker non-votes may influence whether a quorum is present, but
will have no impact on the requisite approval of such Proposals. Any shareholder
who has given a proxy has the right to revoke it at any time prior to its
exercise either by attending the Meeting and voting his or her shares in person
or by submitting a letter of revocation or a later-dated proxy to the Fund at
the above address prior to the date of the Meeting.
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 in person or by
proxy of the holders of a majority of the outstanding Shares entitled to vote at
the Meeting.
The close of business on January 6, 1999 has been fixed as the record date
(the "Record Date") for the determination of shareholders entitled to notice of
and to vote at the Meeting and all adjournments thereof.
The Fund has one class of common stock which has a par value of $.001 per
Share. As of the Record Date, there were 20,319,365.535 Shares 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 the 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")) beneficially owned
more than 5% of the outstanding Shares of the Fund. As of the Record Date, Cede
& Co., as nominee of The Depository Trust Company, was the record holder of
18,018,261 Shares, or 88.68% of the Fund's outstanding Shares. As of the Record
Date, the officers and Board Members of the Fund as a group beneficially owned
less than 1% of the outstanding 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 February 22, 1999.
2
<PAGE>
PROPOSAL 1:
TO ELECT TWO (2) CLASS II DIRECTORS OF THE FUND
The Board of Directors of the Fund is divided into three classes. The
Directors serving in Class III have terms expiring at the Meeting; each Class
III Director currently serving on the Board has been nominated by the Board of
Directors for reelection at the Meeting to serve for a term of three years
(until the annual meeting in 2002) or until their successors have been duly
elected and qualified.
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.
Certain information concerning the nominees is set forth below. All the
individuals listed are currently serving as Directors of the Fund. "Beneficial
ownership" is defined under Section 13(d) of the Securities Exchange Act of 1934
(the "Exchange Act"). Information as to beneficial ownership is based upon
information furnished to the Fund by Directors.
<TABLE>
<CAPTION>
Number (and Percentage)
Name, Age, Principal Occupation and Served as of the Fund's Shares
Other Business Experience During the a Director Beneficially Owned As Of
Past Five Years Since Class+ January 15, 1999
- ------------------------------------ ---------- ------ ------------------------
<S> <C> <C> <C>
PERSONS NOMINATED FOR ELECTION AS DIRECTORS
Dwight B. Crane, age 61 1988 III 694.9600
Professor, Harvard Business School (less than 1%)
William R. Hutchinson, age 56 1995 III 100.0000
Vice President-Financial Operations AMOCO (less than 1%)
Corporation, Director of Associated Bank
and Director of Associated Banc-Corp
</TABLE>
- ----------
+ Number (I,II,III) indicates whether the director is in Class I, II or III.
Class III directors will be elected to serve for a three-year term at the
Meeting. Class I directors will continue to serve until the 2000 annual
meeting. Class II directors will continue to serve until the 2001 annual
meeting.
3
<PAGE>
<TABLE>
<CAPTION>
Number (and Percentage)
Name, Age, Principal Occupation and Served as of the Fund's Shares
Other Business Experience During the a Director Beneficially Owned As Of
Past Five Years Since Class+ January 15, 1999
- ------------------------------------ ---------- ------ ------------------------
<S> <C> <C> <C>
DIRECTORS CONTINUING IN OFFICE
Allan J. Bloostein, age 69 1992 I 588.7362
President of Allan J. Bloostein (less than 1%)
Associates, a consulting firm; retired
Vice Chairman and Director of May
Department Stores; Director of CVS
Corporation and Taubman Centers Inc.
Martin Brody, age 77 1988 I 124.1769
Consultant, HMK Associates, retired Vice (less than 1%)
Chairman of the Board of Directors of
Restaurant Associates Corp., Director of
Jaclyn, Inc.
Robert A. Frankel, age 71 1994 II 248.4300
Managing Partner of Robert A. Frankel (less than 1%)
Management Consultants; formerly Corporate
Vice President of The Readers Digest
Association Inc.
Heath B. McLendon,* age 65 1988 II 13,477.8321(a)
Managing Director of Salomon Smith Barney, (less than 1%)
Chairman of Salomon Smith Barney Strategy
Advisers Inc. and President and Director of
MMC and Travelers Investment Advisers, Inc.
("TIA"); Director of 59 investment companies
associated with Salomon Smith Barney.
</TABLE>
- ----------
+ Number (I,II,III) indicates whether the director is in Class I, II or III.
Class III directors will be elected to serve for a three-year term at the
Meeting. Class I directors will continue to serve until the 2000 annual
meeting. Class II directors will continue to serve until the 2001 annual
meeting.
* Designates a Director who is an "interested person" of the Fund as defined
under the Investment Company Act of 1940.
(a) Represents shares owned by members of this director's family.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires the Fund's officers and
directors, and any persons who beneficially own more than ten percent of the
Fund's outstanding shares, 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 October 31, 1998, all filing requirements applicable to such
persons were complied with.
4
<PAGE>
The Fund has no compensation or nominating committee of the Board, or any
committee performing similar functions. The Fund has an audit committee composed
of directors who are not "interested persons" of the Fund as defined under the
Investment Company Act of 1940 (the "1940 Act") (the "Independent Directors"),
which is charged with selecting a firm of independent auditors to the Fund and
reviewing the Fund's accounting matters with the auditors.
During the Fund's last fiscal year, seven meetings of the Board were held;
in addition, two audit committee meetings were held. Mr. Brody attended less
than 75% of the meetings of the Board and audit committee meetings held in the
last fiscal year.
Only the Independent Directors receive remuneration from the Fund for
acting as a Director. Aggregate expenses (including reimbursement for travel and
out-of-pocket expenses) of $3,677.53 were paid to such Directors by the Fund
during the fiscal year ended October 31, 1998. Fees for the Independent
Directors are currently set at $5,000 per annum plus $500 per in-person Board
meeting and $100 per telephone conference call. Officers of the Fund are
compensated by Salomon Smith Barney.
The following table shows the compensation paid by the Fund to each person
who was a Director during the Fund's last fiscal year:
<TABLE>
<CAPTION>
Total Total
Aggregate Pension or Compensation Number of
Compensation Retirement from Fund and Funds for
from Fund Benefits Accrued Fund Complex Which Director
for the fiscal year as part of for the year ended Serves within
Name of Person ended 10/31/98 Fund Expenses 12/31/97 Fund Complex
- -------------- -------------- ------------- -------- ------------
<S> <C> <C> <C> <C>
Martin Brody $6,200 0 $119,814 20
Dwight B. Crane 7,100 0 133,850 23
Allan J. Bloostein 7,600 0 85,850 9
Robert A. Frankel 7,600 0 65,900 9
William R. Hutchinson 7,600 0 35,750 7
Heath B. McLendon* 0 0 0 59
</TABLE>
- ----------
* Designates a Director who is an "interested person" of the Fund as defined
under the 1940 Act.
Upon attainment of age 80, Fund Directors are required to change to
emeritus status. Directors Emeritus are entitled to serve in emeritus
status for a maximum of 10 years during which time they are paid 50% of
the annual retainer fee and meeting fees otherwise applicable to Fund
Directors, together with reasonable out-of-pocket expenses for each
meeting attended. During the Fund's last fiscal year, total compensation
paid by the Fund to Directors Emeritus totalled $3,300.
The names of the principal officers of the Fund are listed in the table
below together with certain additional information. Each of the officers of the
Fund will hold such office until a successor is voted upon by the Board of
Directors.
5
<PAGE>
<TABLE>
<CAPTION>
Position Principal Occupations and other
Name and Age (Year First Elected) Affiliations During The Past Five Years
- ------------------ -------------------- ---------------------------------------
<S> <C> <C>
Heath B. McLendon, Chief Executive Officer, (see Table of Directors above)
Age 65 Chairman of the Board and
President (1992)
Lewis E. Daidone, Senior Vice President and Managing Director of Salomon Smith Barney
Age 41 Treasurer (1994) Inc.; Senior Vice President and Treasurer
or Executive Vice President and Treasurer
of other investment companies associated
with Salomon Smith Barney; Director and
Senior Vice President of MMC and TIA.
Lawrence T. McDermott, Vice President and Managing Director of MMC.
Age 50 Investment Officer (1989)
Christina T. Sydor, Secretary (1994) Managing Director of Salomon Smith Barney
Age 47 Inc.; Secretary or Executive Vice President
and General Counsel of other investment
companies associated with Salomon Smith
Barney; General Counsel and Secretary of
MMC and TIA.
</TABLE>
The principal business address of Mr. McLendon, Mr. McDermott, Mr. Daidone
and Ms. Sydor is 388 Greenwich Street, New York, New York 10013.
The election of each Director will require a plurality of the votes cast.
THE BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE ELECTION OF ALL NOMINEES TO THE BOARD.
PROPOSAL 2:
RATIFICATION OF THE SELECTION OF KPMG LLP AS THE
INDEPENDENT AUDITORS FOR THE FUND
FOR THE FISCAL YEAR ENDING OCTOBER 31, 1999
The second proposal to be considered at the Meeting is the ratification of
KPMG LLP ("KPMG") as the independent auditors for the Fund for the fiscal year
ending October 31, 1999.
On November 12, 1998, based upon the recommendation of the Audit Committee
of the Fund's Board of Directors, and in accordance with Section 32 of the 1940
Act and the rules thereunder, the Board and the Independent Directors selected
KPMG as the Fund's independent auditors for the fiscal year ending October 31,
1999. KPMG also serves as independent auditors for Salomon Smith Barney, other
6
<PAGE>
investment companies associated with Salomon Smith Barney, and for Citigroup
Inc. ("Citigroup"), as of December 31, 1998. Citigroup is the ultimate parent
company of both MMC and Salomon Smith Barney. KPMG has no direct or material
indirect financial interest in the Fund, Citigroup or any other investment
company sponsored by Salomon Smith Barney or its affiliates.
If the Fund receives a written request from any shareholder at least five
days prior to the Meeting stating that the shareholder will be present in person
at the Meeting and desires to ask questions of the auditors concerning the
Fund's financial statements, the Fund will arrange to have representatives of
KPMG present at the Meeting who will respond to appropriate questions and have
an opportunity to make a statement.
The affirmative vote of a majority of votes cast is required to ratify the
selection of KPMG as independent auditors.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE INDEPENDENT DIRECTORS, RECOMMENDS
THAT SHAREHOLDERS VOTE "FOR" THE RATIFICATION OF THE SELECTION OF INDEPENDENT
AUDITORS.
OTHER MATTERS TO COME BEFORE THE MEETING
The Board does not intend to present any other business at the Meeting,
nor is the Fund aware of any shareholder proposals. 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, to the extent permissible under applicable law.
DEADLINE FOR SHAREHOLDER PROPOSALS
Notice is hereby given that for a shareholder proposal to be considered
for inclusion in the Fund's proxy materials relating to its 2000 Annual Meeting
of Shareholders, the shareholder proposal must be received by the Fund no later
than September 24, 1999. Any shareholder proposal, including any accompanying
supporting statement, may not exceed 500 words. A shareholder desiring to submit
a proposal must be a record or beneficial owner of shares with a market value of
$2,000 and must have held such shares for at least one year. Further, the
shareholder must continue to hold such shares through the date on which the
meeting is held. Documentary support regarding the foregoing must be provided
along with the proposal. There are additional requirements regarding proposals
of shareholders, and a shareholder contemplating submission of a proposal is
referred to Rule 14a-8 promulgated under the Exchange Act.
January 25, 1999
7
<PAGE>
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
PROXY
MUNICIPAL HIGH INCOME FUND INC.
388 Greenwich Street
New York, New York 10013
This Proxy is Solicited on Behalf of the Board of Directors of the
Fund
The undersigned hereby appoints HEATH B. McLENDON, CHRISTINA T.
SYDOR
and MARC A. SCHUMAN, and each of them acting in the absence of the
other, as
Proxies, each with the power to appoint a substitute, and hereby
authorizes each of
them to represent and to vote, as designated herein, all shares of
common stock of
Municipal High Income Fund Inc. held of record by the undersigned on
January
6, 1999 at a Meeting of Shareholders to be held on February 24, 1999
or any
adjournment thereof.
CONTINUED AND TO BE SIGNED ON THE REVERSE SIDE
SEE REVERSE SIDE
[X] Please vote as in this example
This proxy, if properly executed, will be voted in the manner
directed by the undersigned shareholder.
If no direction is made, this proxy will be voted FOR each nominee
for director and FOR each proposal.
The Board of Directors recommends a vote "FOR" the following
proposals:
1. ELECTION OF DIRECTORS FOR WITHHELD
Nominees: Dwight B. Crane and
William R. Hutchinson
_______________________________
For both nominees except as noted above
2. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN
SELECTION OF KPMG LLP
AS THE INDEPENDENT
AUDITORS OF THE
FUND FOR THE FISCAL YEAR
ENDING OCTOBER 31, 1999.
3. In their discretion, the Proxies are authorized to vote upon
such other business as may properly come before the meeting.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY
CARD PROMPTLY USING THE ENCLOSED ENVELOPE
Please sign exactly as name appears to the left. When shares are
held by
joint tenants, both should sign or if one signs, that shareholder's
vote binds
both shareholders. When signing as attorney, executor,
administrator,
agent, trustee or guardian, please sign in full corporate name by
President
or other authorized officer. If a partnership, please sign in
partnership
name by authorized person.
Signature: ____________________________ Date: ________________
Signature: ____________________________ Date: ________________
