PROSPECT STREET HIGH INCOME PORTFOLIO INC
8-K, 1999-12-16
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                              --------------------

                                    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 10, 1999
                                                  ------------------
                   Prospect Street High Income Portfolio Inc.
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


     Maryland                     811-5557         04-302-8343
- --------------------------------------------------------------------------------
(State or other jurisdiction    (Commission       (IRS Employer
   of incorporation)            File Number)   Identification No.)

           60 State Street, Boston, Massachusetts 02109
- --------------------------------------------------------------------------------
            Address of principal executive offices


Registrant's telephone number, including area code: (617) 742-3800


                                       N/A
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)



<PAGE>


Item 5.           Other Events
                  ------------

                  On December  10, 1999  Prospect  Street High Income  Portfolio
Inc. (the "Fund") announced that it has reduced its monthly cash dividend on its
Common Stock, $.01 par value, from $.105 to $.095 per share.

                  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 Exhibits
          ------------------------------------------------------------------

          Exhibit 99 - Press Release dated December 10, 1999.



                                       -2-

<PAGE>


                                    SIGNATURE
                                    ---------


                  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 15, 1999                    By: /s/ John A. Frabotta
                                               -------------------------------
                                                 John A. Frabotta
                                                 Vice President, Treasurer,
                                                 Chief Investment Officer and
                                                 Chief Financial Officer



                                       -3-


FOR IMMEDIATE RELEASE

CONTACT: Karen J. Thelen                                   Boston, Massachusetts
         Prospect Street Investment Management Co., Inc.   December 10, 1999
         (617) 742-3800

         Prospect Street High Income Portfolio Inc. (NYSE "PHY"), a diversified,
closed-end management company (the "Fund"),  announced today that it has reduced
its monthly cash dividend on its common stock $.01 par value from $.105 to $.095
per share.  This  dividend of $.095 per share is payable on December 31, 1999 to
holders of record at the close of business on December 21, 1999.

         Richard E.  Omohundro,  Jr.,  President  of the Fund and  President  of
Prospect Street Investment Co., Inc. (PSIM), the Fund's Adviser,  stated that it
remains  the  policy of the Fund to make  distributions  to common  shareholders
which, on an annual basis,  do not exceed net investment  income on a tax basis.
Distributions  on common stock are declared  based on annual  projections of the
Fund's taxable net investment income.  However,  as a result of several factors,
it is likely  that the  previous  distribution  rate of $.105  would  exceed net
investment  income in the current fiscal year.  These factors include  generally
prevailing  adverse market  conditions,  attributable  to higher interest rates,
higher  default rates and  diminished  liquidity in the high yield  sector;  and
defaulted  interest  payments and related  non-accrual of investment income with
respect to several  Fund  portfolio  investments.  The Board of  Directors  will
continue to monitor the Fund's  dividend  policy on a regular basis in the light
of its current net investment income.

         On October 4, 1999,  the Fund  announced  that PSIM had entered into an
agreement to sell certain of its assets and goodwill  relating to the management
of the Fund to Highland Capital Management,  L.P.  ("Highland") of Dallas, Texas
(the "Transaction"). Such Transaction is scheduled to close on January 21, 2000,
following stockholder approval of a new advisory agreement with Highland and the
election of new  directors,  both of which are  anticipated to occur on December
17,


                                       -4-

<PAGE>


1999. The Transaction is also subject to certain other conditions, including the
refinancing by the Fund of its outstanding $50 million senior loan facility.


                                       -5-


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