<PAGE>
MANAGED MUNICIPALS PORTFOLIO II INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
----------------------
TO BE HELD ON DECEMBER 13, 1995
----------------------
To the Shareholders of Managed Municipals Portfolio II Inc.:
The Annual Meeting of Shareholders of MANAGED MUNICIPALS PORTFOLIO II INC.
(the "Portfolio") will be held at the Portfolio's executive offices at 388
Greenwich Street, 22nd Floor, New York, New York at 11:00 a.m. on December 13,
1995 for the following purposes:
1. To elect two Class II Directors to the Board of Directors;
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
accountants of the Portfolio for the current fiscal year;
3. To consider and vote upon such other matters as may come before said
meeting or any adjournment thereof.
The close of business on October 16, 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
November 9, 1995
----------------------
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE
PORTFOLIO. 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 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 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
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) Estate of John B. Smith............................... John B. Smith, Jr.,
Executor
</TABLE>
<PAGE>
MANAGED MUNICIPALS PORTFOLIO II INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
----------------------
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 13, 1995
----------------------
PROXY STATEMENT
This proxy statement is furnished in connection with the solicitation by the
Board of Directors (the "Board") of Managed Municipals Portfolio II, 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 executive offices at
388 Greenwich Street, 22nd Floor, New York, New York 10013, on December 13,
1995, and at any adjournments thereof, for the purpose set forth in the
accompanying Notice of Annual Meeting of Shareholders.
The cost of soliciting proxies 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"),
the Portfolio's distributor; and/or The Shareholder Services Group, Inc., a
subsidiary of First Data Corporation ("TSSG"), the Portfolio's transfer agent
may solicit proxies in person or by telephone, telegraph, or mail. Smith
Barney and Smith Barney Mutual Funds Management Inc. ("SBMFM") are each
located at 388 Greenwich Street, New York, New York 10013; TSSG is located at
53 State Street, Boston, Massachusetts 02109.
The Annual Report of the Portfolio, including audited financial statements
for the fiscal year ended August 31, 1995 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 November 9, 1995. The Portfolio
will provide additional copies of the annual report to any shareholder upon
request by calling the Portfolio at 1-800-224-7523.
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 proxies will be voted "FOR" all the proposals. For purposes of
determining the presence of a quorum for transacting business at the Meeting,
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
<PAGE>
but which have not be voted. For this reason, abstentions and broker "non-
votes" will have the effect of a "no" vote for the purpose of obtaining the
required approval of a proposal. Proposal 1 requires for approval the
affirmative vote of a plurality of votes cast at the Meeting with a quorum
present, in person or by proxy by the shareholders of the Portfolio voting on
the matter. Proposal 2 requires for approval the affirmative vote of a
majority of votes cast at the Meeting with a quorum present, in person or by
proxy by the shareholders of the Portfolio voting on the matter. 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 of Meeting which will be presented for consideration at the Meeting. If
any other matters are properly presented, it is the intention of the person
named in the enclosed proxy to vote in accordance with their best judgment.
The Board of Directors of the Portfolio has fixed the close of business on
October 16, 1995 as the Record Date ("Record Date") for the determination of
shareholders of the Portfolio to notice of and to vote at the Meeting or any
adjournment thereof. Shareholders of the Portfolio on that 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. At the
close of business on October 16, 1995, the Portfolio had outstanding
11,216,688 shares of Common Stock, par value $.001 per share, the only
authorized class of stock, of which 10,939,983 or 98% of the Portfolio's
shares were held in accounts but not beneficially owned by CEDE & Co., c/o
Depository Trust Company, Box 20 Bowling Green Station, New York, New York
10004-9998. At the close of business on October 16, 1995, no other person
(including any "group" as that term is used in Section 13(d) of the Exchange
Act of 1934) to the knowledge of the Board of Directors or the Portfolio,
beneficially owned more than 5% of the outstanding share of the Portfolio. As
of Record Date, the officers and Board members of the Portfolio beneficially
owned less than 1% of the outstanding shares of the Portfolio.
As of the Record Date, to the knowledge of the Portfolio, no shares of Smith
Barney's ultimate parent corporation, The Travelers ("Travelers"), were held
by Board Members who are not interested persons of the Portfolio (as that term
is used in the Investment Company Act of 1940, as amended (the "1940 Act").
In the event that sufficient votes in favor of the proposal set forth in the
Notice of Meeting and this Proxy Statement are not received by the time
scheduled for the Meeting, the persons named as proxies may move for 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 subject to the Meeting, the
2
<PAGE>
percentage of votes actually cast, the percentage of negative votes cast, the
nature of any further solicitation and the information to be provided to
shareholders with respect to reasons for the solicitations. The persons named
as proxies will vote in favor of such adjournments those shares which they are
entitled to vote and which have voted in favor of such proposals.
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 December 13, 1995.
PROPOSAL 1
ELECTION OF CLASS II DIRECTORS
The Board of Directors of the Portfolio is divided into three classes. The
directors serving in Class II have terms expiring at the Annual Meeting; each
Class II director currently serving on the Board has been nominated by the
Board of Directors for re-election at the Meeting to serve for a term of three
years (until the Annual Meeting in 1998) 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, 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. All the
individuals listed are currently directors of the Portfolio. Mr. McLendon has
served in this capacity since the Portfolio inception and Mr. Frankel became a
director in 1994. Any Director considered an "interested person" as defined in
the 1940 Act is indicated by an asterisk (*):
<TABLE>
<CAPTION>
NUMBER OF THE
PORTFOLIO'S
COMMON STOCK
BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OWNED AS OF
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS DIRECTOR SINCE OCTOBER 16, 1995
---------------------------------------------- -------------- ----------------
<S> <C> <C>
PERSONS NOMINATED FOR ELECTION AS DIRECTORS
Heath B. McLendon* (62) 1992 620
388 Greenwich Street, 22nd Floor
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>
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF THE
PORTFOLIO'S
COMMON STOCK
BENEFICIALLY
NAME, AGE, PRINCIPAL OCCUPATION AND OTHER SERVED AS A OWNED AS OF
BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS DIRECTOR SINCE OCTOBER 16, 1995
---------------------------------------------- -------------- ----------------
<S> <C> <C>
Robert A. Frankel (68) 1994 200
102 Grand Street
Croton-on-Hudson, New York 10520
Managing Partner of Robert A. Frankel
Management Consultants. Former Corporate Vice
President of The Readers Digest Assoc. Inc.
DIRECTORS CONTINUING IN OFFICE
Charles Barber (76) 1992 --
Consultant; formerly Chairman of the Board,
ASARCO Incorporated
Dwight B. Crane (56) 1992 450
450 Harvard Business School
Soldiers Field Road
Boston, MA 02163
Allan J. Bloostein (64) 1992 --
Consultant, formerly Vice Chairman of the Board
of May Department Stores Company; Director of
Crystals Brands, Inc. Melville Corp., R.G.
Barry Corp. and Hechinger Co.
Martin Brody (72) 1992 100
Vice Chairman of the Board of Directors of
Restaurant Associates Corp.; Director of
Jaclyn, Inc. an apparel manufacturer
</TABLE>
Section 16(a) of the Exchange Act requires the Portfolio's officers and
directors and persons who beneficially own more than ten percent of the
Portfolio's Common Stock, 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 and
representations from such persons, the Portfolio believes that during its
fiscal year ended August 31, 1995, 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 directors who are not interested persons of the
Portfolio (the "independent directors") which is charged with recommending a
firm of independent auditors to the Portfolio and reviewing the accounting
matters with the auditors.
During the Portfolio's last fiscal year four in-person meetings of the Board
of Directors of the Portfolio was held, all four were regular meetings. No
director attended less than 75% of these meetings.
4
<PAGE>
Only the independent directors are compensated by the Portfolio for their
services as directors. Aggregate fees of $44,191 were paid to such directors
by the Portfolio during the fiscal year ended on August 31, 1995. Fees for
independent directors are set at $5,000 per annum plus $500 per Board meeting
attended. Officers of the Portfolio are compensated by Smith Barney.
The following table shows the compensation paid by the Portfolio to each
director, during the Portfolio's last fiscal year.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM PORTFOLIO NUMBER OF PORTFOLIOS
COMPLEX FOR WHICH DIRECTOR
TOTAL COMPENSATION AS OF SERVES WITHIN
NAME OF PERSON FROM PORTFOLIO DECEMBER 31, 1995 COMPLEX
-------------- ------------------ ------------------ --------------------
<S> <C> <C> <C>
Charles Barber $9,750 $ 40,500 6
Martin Brody 8,000 111,675 20
Dwight Crane 7,500 125,975 22
Allan Bloostein 8,000 79,000 8
Robert Frankel 8,000 75,850 8
Heath B. McLendon -- -- 41
</TABLE>
The following is a list of the current executive officers of the Portfolio,
all of whom have been elected by the directors to serve until their respective
successors are elected:
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATIONS
POSITION AND OTHER AFFILIATIONS
NAME AND AGE (YEAR FIRST ELECTED) DURING THE PAST FIVE YEARS
------------ -------------------- --------------------------
<S> <C> <C>
Heath B. McLendon, 62 Chief Executive Officer (see table of
and Chairman of the directors above)
Board (1992)
Jessica M. Bibliowicz, 35 President (1995) Executive Vice
President 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.
Lewis E. Daidone, 37 Senior Vice President; Managing Director of
and Treasurer (1992) Smith Barney Inc.;
Chief Financial
Officer, and Senior
Vice President of
SBMFM.
Joseph P. Deane, 39 Vice President (1992) Managing Director of
SBMFM; Investment
Officer prior to
July 1993, Managing
Director of Shearson
Lehman Advisors.
Christina T. Sydor, 44 Secretary (1992) Managing Director of
Smith Barney Inc.;
General Counsel and
Secretary of SBMFM.
</TABLE>
5
<PAGE>
The Board of Directors, including all of the independent Board members,
recommends that you vote "FOR" the election of nominees to the Board.
PROPOSAL 2
RATIFICATION OF SELECTION OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT ACCOUNTANTS
FOR THE PORTFOLIO FOR THE CURRENT FISCAL YEAR
KPMG Peat Marwick LLP ("KPMG") have been selected as the independent
auditors to audit the accounts of the Portfolio for during the fiscal year
ending August 31, 1996 by a majority of the independent directors by a vote
cast in person subject to ratification by the shareholders at the Meeting (the
entire Board concurred in the selection). KPMG also serves as the independent
auditors for the Portfolio, other investment companies associated with Smith
Barney and for Travelers. KPMG has no direct or material indirect financial
interest in the Portfolio, 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 such shareholder will be present
in person at the Meeting and desires to ask questions of the auditors
concerning the Portfolio's financial statements, the Portfolio 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 shares present and voting at the
Meeting is required to ratify the selection of KPMG. The Board of Directors,
including all of the independent Board members, 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 1996 Annual Meeting of
Shareholders of the Portfolio must be received by May 1, 1996 to be included
in the proxy statement and form of proxy relating to that meeting. The
Portfolio expects that the 1996 Annual Meeting will be held in late November
or early December 1996.
By Order of the Board of Directors
Christina T. Sydor
Secretary
November 9, 1995
6
