SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 17, 1999
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Prospect Street High Income Portfolio Inc.
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(Exact name of registrant as specified in its charter)
Maryland 811-5557 04-302-8343
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
60 State Street, Boston, Massachusetts 02109
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Address of principal executive offices
Registrant's telephone number, including area code: (617) 742-3800
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N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events
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On December 17, 1999 Prospect Street High Income Portfolio
Inc. (the "Fund") announced that its stockholders approved a new investment
advisory agreement between the Fund and Highland Capital Management, L.P.
("Highland") to take effect upon the closing of the acquisition of certain
assets of Prospect Street Investment Management Co., Inc. by Highland (the
"Transaction").
The stockholders also elected James Dondero, Mark Okada, John
William Honis, Timothy K. Hui, Scott F. Kavanaugh and James F. Leary to the
Board of Directors to serve commencing upon the closing of the Transaction and
until the next annual meeting of the Fund's stockholders.
A copy of the press release announcing the foregoing is being
filed as an exhibit to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and
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Exhibits
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Exhibit 99 - Press Release dated December 17, 1999.
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SIGNATURE
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Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
PROSPECT STREET HIGH INCOME
PORTFOLIO INC.
Dated: December 21, 1999 By: /s/ John A. Frabotta
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John A. Frabotta
Vice President, Treasurer,
Chief Investment Officer and
Chief Financial Officer
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FOR IMMEDIATE RELEASE
Contact: Karen J. Thelen
Prospect Street High Income Portfolio Inc.
(617) 742-3800
PROSPECT STREET HIGH INCOME PORTFOLIO INC.
ANNOUNCES STOCKHOLDER APPROVAL OF ADVISORY AGREEMENT
WITH HIGHLAND CAPITAL MANAGEMENT, L.P.
AND ELECTION OF SIX NEW DIRECTORS
BOSTON, MA, December 17, 1999 - Prospect Street High Income Portfolio Inc. (the
"Fund") (NYSE:PHY) announced today that its stockholders approved a new
investment advisory agreement between the Fund and Highland Capital Management,
L.P. of Dallas, Texas ("Highland") to take effect upon the closing of the
acquisition of certain assets of Prospect Street Investment Management Co., Inc.
("PSIM") by Highland (the "Transaction"). The new advisory agreement will
provide for Highland to render its investment advisory services to the Fund in
accordance with the same advisory fee schedule currently in effect under its
advisory agreement with PSIM. The closing of the Transaction is scheduled for
January 21, 2000. The closing of the transaction is also subject to certain
other conditions, including refinancing by the fund of it outstanding $50
million senior loan facility.
The stockholders also elected James Dondero, Mark Okada, John William
Honis, Timothy K. Hui, Scott F. Kavanaugh and James F. Leary to the Board of
Directors to serve commencing upon the closing of the Transaction and until the
next annual meeting of the Fund's stockholders. John S. Albanese, C. William
Carey, Harlan D. Platt and Christopher E. Roshier will continue to serve as
Directors. Upon the closing of the Transaction, Richard E. Omohundro, Jr., John
A. Frabotta, and Joseph G. Cote will resign from the Board.
Highland is an investment manager for a number of structured investment
vehicles and separate accounts whose portfolios include senior debt instruments
and high-yield securities of high-yield issuers. Highland has advised the Fund
that it manages approximately $5.5 billion in below-investment-grade
("high-yield") fixed income portfolios for institutional investors.
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