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
Managed Municipals Portfolio 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[X] No longer applicable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.
MANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
--------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------
To Be Held on September 10, 1998
To the shareholders of Managed Municipals Portfolio Inc.:
Notice is hereby given that the Annual Meeting of shareholders of MANAGED
MUNICIPALS PORTFOLIO INC. (the "Portfolio") will be held at the Portfolio's
offices at 388 Greenwich Street, New York, New York, 22nd Floor, on September
10, 1998 at 9:00 A.M. (New York Time) for the following purposes:
1. To elect two Class II directors of the Portfolio;
2. To ratify the selection of KPMG Peat Marwick LLP as independent auditors
of the Portfolio for the fiscal year ended May 31, 1999; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The Board of Directors has fixed the close of business on July 15, 1998 as
the record date for the determination of shareholders entitled to notice of, and
to vote at, the meeting and any adjournments thereof.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, New York
August 12, 1998
-----------------
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR BY
PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED FOR YOUR
CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<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 Portfolio 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>
MANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
(800) 451-2010
--------------------
PROXY STATEMENT
--------------------
FORTHEANNUAL MEETING OF SHAREHOLDERS
TOBEHELDON SEPTEMBER 10, 1998
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Managed Municipals Portfolio Inc. (the
"Portfolio") of proxies to be voted at the Annual Meeting of shareholders (the
"Meeting") of the Portfolio, to be held at the Portfolio's principal executive
offices at 388 Greenwich Street, 22nd Floor, New York, New York 10013, on
September 10, 1998 at 9:00 A.M. (New York Time), and at any adjournments
thereof, for the purposes set forth in the accompanying Notice of Annual Meeting
of shareholders (the "Notice").
The cost of soliciting proxies and the expenses incurred in preparing this
proxy statement will be borne by the Portfolio. Proxy solicitations will be made
mainly by mail. In addition, certain officers, directors and employees of the
Portfolio; Smith Barney Inc. ("Smith Barney"); Mutual Management Corp. ("MMC" or
the "Manager") (formerly known as Smith Barney Mutual Funds Management Inc.),
the Portfolio's investment manager, which is an affiliate of Smith Barney;
and/or First Data Investor Services Group, Inc. ("First Data"), the Portfolio's
transfer agent, may solicit proxies in person or by telephone, telegraph, or
mail. Smith Barney and MMC are each located at 388 Greenwich Street, New York,
New York 10013; First Data is located at 53 State Street, Boston, Massachusetts
02109. In addition, the Portfolio will reimburse brokerage firms or other record
holders for their expenses in forwarding solicitation materials to beneficial
owners of shares of the Portfolio.
The Annual Report of the Portfolio, including audited financial statements
for the fiscal year ended May 31, 1998, has previously been furnished to all
shareholders of the Portfolio. This proxy statement and form of proxy are first
being mailed to shareholders on or about August 14, 1998. The Portfolio will
provide additional copies of the Annual Report to any shareholder upon request
by calling the Portfolio at 1-800-451-2010.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise as
provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals listed in the
Notice. For purposes of determining the presence of a quorum for transacting
business at the Meeting,
<PAGE>
abstentions and broker "non-votes" (i.e. 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. Because
both proposals require a proportion of votes cast for their approval,
abstentions and broker "non-votes" may influence whether a quorum is present but
will have no impact on the requisite approval of a proposal. A quorum consists
of the presence (in person or by proxy) of the holders of a majority of the
outstanding shares of the Portfolio entitled to notice of, and to vote at, the
Meeting. Proposal 1 requires for approval the affirmative vote of a plurality of
the votes cast at the Meeting with a quorum present. Proposal 2 requires for
approval the affirmative vote of a majority of the votes cast at the Meeting
with a quorum present. Any proxy may be revoked at any time prior to the
exercise thereof by submitting another proxy bearing a later date or by giving
written notice to the Secretary of the Portfolio at the Portfolio's address
indicated above or by voting in person at the Meeting.
The Board knows of no business other than that specifically mentioned in the
Notice that will be presented for consideration at the Meeting. If any other
matters are properly presented, it is the intention of the persons named in the
enclosed proxy to vote in accordance with their best judgment to the extent
permissible under applicable law.
The Board of Directors of the Portfolio has fixed the close of business on
July 15, 1998 as the record date (the "Record Date") for the determination of
shareholders of the Portfolio entitled to notice of and to vote at the Meeting
or any adjournment thereof. Shareholders of the Portfolio as of the Record Date
will be entitled to one vote on each matter for each share held and a fractional
vote with respect to fractional shares, with no cumulative voting rights. As of
the Record Date, the Portfolio had outstanding 34,606,943.546 shares of Common
Stock, par value $.001 per share, the only authorized class of stock, of which
33,611,322 shares (97.12%) were held but not beneficially owned by CEDE & CO.,
P.O. Box 20, Bowling Green Station, New York, NY 10004. As of the Record Date,
no other person (including any "group" as that term is used in Section 13(d) of
the Securities Exchange Act of 1934), to the knowledge of the Board, owned
beneficially more than 5% of the outstanding shares of the Portfolio. As of the
Record Date, the officers and Board members of the Portfolio as a group
beneficially owned less than 1% of the outstanding shares of the Portfolio.
In the event that a quorum is not present, or if sufficient votes in favor
of the proposals set forth in the Notice and this Proxy Statement are not
received by the time scheduled for the Meeting, the persons named as proxies may
propose one or more adjournments of the Meeting to permit further solicitation
of proxies with respect to any such proposals. 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 nega-
2
<PAGE>
tive 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 such adjournment will require the affirmative vote of a
majority of the shares represented at the Meeting. The persons named as proxies
will vote in favor of such adjournment those shares which they are entitled to
vote and which have voted in favor of such proposals.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Portfolio is classified into three classes.
The directors serving in Class II have terms expiring at the Meeting; the Class
II directors currently serving on the Board have been nominated by the Board of
Directors for re-election at the Meeting to serve for a term of three years
(until the year 2001 Annual Meeting of shareholders) or until their successors
have been duly elected and qualified.
The Board of Directors of the Portfolio knows of no reason why any of the
Class II nominees listed below will be unable to serve, and each nominee has
consented to serve if elected, but in the event of any such unavailability, the
proxies received will be voted for such substitute nominees as the Board of
Directors may recommend.
Certain information concerning the nominees is set forth below. For any
nominee or director indicated as owning shares of the Portfolio, such ownership
constituted less than 1% of the outstanding shares of the Record Date. All of
the nominees are currently directors of the Portfolio. Except as indicated, each
individual has held the office shown or other offices in the same company for
the last five years. Directors affiliated with the Manager and considered an
"interested person" of the Portfolio, as defined in the Investment Company Act
of 1940, as amended (the "1940 Act") are indicated by an asterisk (*).
Persons Nominated for Election as Directors
Principal Occupations Number of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age July 15, 1998
- ---- ---------------------------- -------------
CLASS II DIRECTORS
Robert A. Frankel Managing Partner of Robert 249.09
Director since 1994 A. Frankel Management
Consultants; formerly
Corporate Vice President of
the Reader's Digest
Association Inc.; 71.
Heath B. McLendon* Managing Director of Smith 1309.00 (a)
Director since 1995 Barney; Director of
fifty-eight investment
companies associated with
Salomon Smith Barney;
President of MMC; Chairman
of Smith Barney Strategy
Advisers Inc. and President
of Travelers Investment
Advisers, Inc. ("TIA").
Prior to July 1993, Senior
Executive Vice President of
Shearson Lehman Brothers
Inc.; Vice Chairman of
Shearson Asset Management;
65.
(a) Includes shares owned by members of this director's family.
3
<PAGE>
The remainder of the Board constitutes the Class I and Class III directors,
none of whom will stand for election at the Meeting, as their terms will expire
in the years 2000 and 1999, respectively.
Directors Continuing in Office
Principal Occupations Number of Shares
During Past Five Years, Owned as of
Name Other Directorships, and Age July 15, 1998
- ---- ---------------------------- -------------
CLASS I DIRECTORS
Allan J. Bloostein President of Allan J. 584.67
Director since 1992 Bloostein Associates, a
consulting firm; retired
Vice Chairman and Director of
May Department Stores;
Director of CVS Corporation and
Taubman Centers Inc.; 69.
Martin Brody Consultant, HMK 150.06
Director since 1992 Associates; retired
Vice Chairman of the
Board of Directors of
Restaurant Associates
Corp.; Director of
Jaclyn, Inc.; 77.
CLASS III DIRECTORS
Dwight Crane Professor, Harvard 560.46
Director since 1992 Business School; 60.
William R. Vice President-Financial 0.00
Hutchinson Operations AMOCO
Director since 1995 Corporation, Director
of Associated Bank and
Director of Associated
Banc-Corp.; 55.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act require the Portfolio's officers and directors, and persons who
beneficially own more than ten percent of a registered class of the Portfolio's
equity securities, and certain entities to file reports of ownership with the
Securities and Exchange Commission, the New York Stock Exchange, Inc. and the
Portfolio. Based solely upon its review of the copies of such forms received by
it, the Portfolio believes that, during fiscal year 1998, all filing
requirements applicable to such persons were complied with.
The Portfolio has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Portfolio has an
audit committee composed of all the directors who are not "interested persons"
of the Portfolio, as defined under the 1940 Act (the "independent directors"),
which is charged with recommending a firm of independent auditors to the
Portfolio and reviewing accounting matters with the auditors.
Six meetings of the Board of Directors of the Portfolio were held during the
last fiscal year, four of which were regular meetings. The audit committee held
two meetings during the same period. In the last fiscal year, no director
attended less than 75% of these meetings of the Board that were held.
Only the independent directors receive remuneration from the Portfolio for
acting as a director. Aggregate fees and expenses (including reimbursement for
travel
4
<PAGE>
and out-of-pocket expenses) of $41,873 were paid to such directors by the
Portfolio during the fiscal year ended on May 31, 1998. Fees for the independent
directors are set at $5,000 per annum and, in addition, these directors receive
$500 for each Board meeting attended in person, $100 for each telephonic board
meeting, plus travel and out-of-pocket expenses incurred in connection with
Board meetings. The out-of-pocket expenses are borne equally by each individual
fund in the group of funds served by the same Board members. None of the
officers of the Portfolio received any compensation from the Portfolio for such
period. Officers and interested directors of the Portfolio are compensated by
the Manager or by Smith Barney.
The following table shows the compensation paid by the Portfolio to each
person who was a director during the Portfolio's last fiscal year:
COMPENSATION TABLE
<TABLE>
<CAPTION>
Number of
Aggregate Pension or Retirement Funds for Which
Compensation Benefits Accrued as part Total Compensation Person Served
Name of Person from Fund of Fund Expenses from Fund Complex Within Fund Complex
-------------- --------- ---------------- ----------------- -------------------
<S> <C> <C> <C> <C>
Martin Brody $6,100 $0 $119,814 19
Dwight B. Crane 6,100 0 133,850 22
Allan J. Bloostein 6,600 0 38,500 8
Robert A. Frankel 6,500 0 65,900 8
William R. Hutchinson 6,100 0 35,750 6
Heath B. McLendon* 0 0 0 58
</TABLE>
* Designates a director who is an "interested person" of the Portfolio.
Upon attainment of age 80, Portfolio 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 Portfolio Directors, together with
reasonable out-of-pocket expenses for each meeting attended. During the
Portfolio's last fiscal year, aggregate compensation paid by the Portfolio to
Directors Emeritus totaled $3,100.
The following is a list of the current executive officers of the Portfolio,
all of whom have been elected by the Board to serve until their respective
successors are elected:
<TABLE>
<CAPTION>
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
- ---- -------------- ------------ -----------------------
<S> <C> <C> <C>
Heath B. McLendon Chief Executive 1992 to date (see table of
Officer, directors above)
Chairman of the
Board and
President
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
- ---- -------------- ------------ -----------------------s
<S> <C> <C> <C>
Lewis E. Daidone Senior Vice 1994 to date Managing
President and Director of
Treasurer Smith Barney;
Senior Vice President
and Treasurer or
Executive Vice President
and Treasurer of
fifty-eight investment
companies associated
with Salomon Smith
Barney; Director and
Senior Vice President of
MMC and TIA; 41.
Joseph P. Deane Vice President 1993 to date Managing
and Investment Director of MMC;
Officer prior to July
1993, Managing
Director of
Shearson Lehman
Advisors; 50.
Christina T. Sydor Secretary 1994 to date Managing
Director of
Smith Barney;
Secretary or
Executive Vice
President and
General Counsel
of forty-three
investment
companies
associated with
Salomon Smith
Barney;
Secretary and
General Counsel
of MMC and TIA; 47.
Thomas M. Reynolds Controller 1994 to date Director of
Smith Barney;
Controller and
Assistant
Secretary of
certain other
investment
companies
associated with
Smith Barney; 38.
</TABLE>
The Board of Directors, including all of the independent directors,
recommends that you vote "FOR" the election of all nominees to the Board.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") has been selected as the independent auditors
to audit the accounts of the Portfolio for and during the fiscal year ending May
31, 1999 by a majority of the independent directors, which is subject to
ratification by the shareholders at the Meeting. The entire Board concurred in
the selection of KPMG. KPMG also serves as the independent auditors for the
Manager, other investment companies associated with Smith Barney and for
Travelers Group, Inc. ("Travelers"), the ultimate parent company of Smith Barney
and the Manager. KPMG has no direct or material indirect financial interest in
the Portfolio, the Manager, Travelers or any other investment company sponsored
by Smith Barney or its affiliates.
If the Portfolio 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 Portfolio's
6
<PAGE>
financial statements, the Portfolio will arrange to have a representative 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 at the Meeting is required
to ratify the selection of KPMG. The Board of Directors, including all of the
independent directors, recommends that the shareholders vote "FOR" the
ratification of the selection of independent auditors.
DEADLINE FOR SHAREHOLDER PROPOSALS
Shareholder proposals intended to be presented at the 1999 Annual Meeting of
the shareholders of the Portfolio must be received by April 14, 1999 to be
included in the proxy statement and the form of proxy relating to that meeting,
as the Portfolio expects that the 1999 Annual Meeting will be held in September
of 1999. There are various requirements regarding proposals of shareholders, and
a shareholder contemplating submission of a proposal is referred to Rule 14a-8
promulgated under the Securities Exchange Act of 1934.
Pursuant to the Bylaws of the Portfolio, at any annual meeting of the
shareholders, only such business will be conducted as has been properly brought
before the annual meeting. To be properly brought before the annual meeting, the
business must be (i) specified in the notice of meeting (or any supplement
thereto) given by or at the direction of the Board, (ii) otherwise properly
brought before the meeting by or at the direction of the Board, or (iii)
otherwise properly brought before the meeting by a shareholder.
For business to be properly brought before the annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Portfolio. To be timely, any such notice must be delivered
to or mailed and received at Managed Municipals Portfolio Inc., c/o Christina T.
Sydor, Secretary, 388 Greenwich Street, New York, NY 10013 not later than 60
days prior to the date of the meeting; provided, however, that if less than 70
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, any such notice by a shareholder to be timely must be so
received not later than the close of business on the 10th day following the day
on which notice of the date of the annual meeting was given or such public
disclosure was made.
Any such notice by a shareholder must set forth as to each matter the
shareholder proposes to bring before the annual meeting (i) a brief description
of the business desired to be brought before the annual meeting and the reasons
for conducting such business at the annual meeting, (ii) the name and address,
as they appear on the Portfolio's books, of the shareholder proposing such
business, (iii) the class and number of shares of the capital stock of the
Portfolio which are beneficially owned by the shareholder, and (iv) any material
interest of the shareholder in such business.
7
<PAGE>
OTHER MATTERS
The Manager knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their judgment on such
matters.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
August 12, 1998
8
FORM OF PROXY
MANAGED MUNICIPALS PORTFOLIO INC.
Proxy Solicited By the Board of Directors
The undersigned holder of shares of Common Stock of the Managed
Municipals Portfolio Inc. (the "Portfolio") a Maryland corporation,
hereby appoints Heath B. McLendon, Christina Sydor and Marc Schuman as
attorneys and proxies for the undersigned with full power of
substitution and revocation, to represent the undersigned and to vote
on behalf of the undersigned all shares of Common Stock of the
Portfolio which the undersigned is entitled to vote at the Annual
Meeting of Shareholders of the Portfolio to be held at the offices of
Smith Barney, 388 Greenwich Street, 22nd Floor, New York, New York, on
September 10, 1998 at 9:00 a.m., and any adjournment or adjourments
thereof. The undersigned hereby acknowledges receipt of the Notice of
Meeting and Proxy Statement dated August 12, 1998 and hereby
instructs said attorneys and proxies to vote said shares as indcated
herein. In their discretion, the proxies are authorized to vote upon
such other business as may properly come before the meeting. A
majority of the proxies present and acting at the Meeting in person or
by substitute (or, if only one shall be so present, then that one)
shall have and may exercise all of the power and authority of said
proxies hereunder. The undersigned hereby revokes any proxy previously
given.
SEE REVERSE SIDE
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 election of each nominee as director and
proposal 2.
The Board of Directors recommends a vote "FOR" the following
proposals:
1. ELECTION OF CLASS II DIRECTORS FOR WITHHELD
Nominees: Robert A. Frankel and
Heath B. McLendon
_______________________________
For all nominees except as noted above
2. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN
SELECTION OF KPMG PEAT
MARWICK LLP AS THE INDE-
PENDENT AUDITORS OF THE
PORTFOLIO FOR THE FISCAL YEAR
ENDED May 31, 1999.
MARK HERE FOR ADDRESS CHANGE AN NOTE AT LEFT
PLEASE SIGN, DATE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE
Note: Please sign exactly as your name appears on this proxy.
If joint owners, EITHER may sign this Proxy. When signing as
attorney, executor, administrator, trustee, guardian or corporate
officer, please give your full title.
Signature: ____________________________ Date: ________________
Signature: ____________________________ Date: ________________
