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 Municipal Portfolio II 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 fee required
[ ] 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:
<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 17, 1997
------------------------
To the Shareholders of Managed Municipals Portfolio II Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Managed
Municipals Portfolio II Inc. (the "Portfolio") will be held at the offices of
the Portfolio at 388 Greenwich Street, 22nd Floor, New York, New York at 9:30
a.m. on December 17, 1997 for the following purposes:
1. To elect two (2) Class I Directors of the Portfolio (PROPOSAL 1);
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
auditors of the Portfolio for the fiscal year ending August 31, 1998
(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 October 15, 1997 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
November 19, 1997 Secretary
- --------------------------------------------------------------------------------
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 may 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 II INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
1-800-451-2010
------------------------
ANNUAL MEETING OF SHAREHOLDERS
DECEMBER 17, 1997
------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors (the "Board") of Managed Municipals Portfolio
II Inc. (the "Portfolio") for use at the Annual Meeting of Shareholders (the
"Meeting") of the Portfolio to be held on December 17, 1997 at the Portfolio's
executive offices at 388 Greenwich Street, 22nd Floor, New York, New York and at
any adjournments thereof. A Notice of Meeting of Shareholders 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 Portfolio and officers and
regular employees of Smith Barney Mutual Funds Management Inc. ("SBMFM"), the
Portfolio's investment adviser and administrator, Smith Barney Inc. ("Smith
Barney"), which makes a market in the Portfolio's shares, and First Data
Investor Services Group, Inc. ("First Data"), the Portfolio'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 Portfolio. The
Portfolio 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 Portfolio, including audited financial statements for the fiscal
year ended August 31, 1997, has previously been furnished to all shareholders.
This Proxy Statement is first being mailed to shareholders on or about November
19, 1997. The Portfolio will provide additional copies of the annual report to
any shareholder upon request by calling the Portfolio 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 Portfolio ("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 vote of a majority of the votes cast at
the Meeting with a quorum present. Because abstensions and broker non-votes are
not treated as shares voted, abstentions and
1
<PAGE>
broker non-votes would have no impact on 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 Portfolio 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 Portfolio'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 October 15, 1997 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 Portfolio has one class of common stock which has a par value of $.001
per Share. On October 15, 1997, there were 11,234,705.431 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 Portfolio and its 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 Portfolio. As of the Record Date,
Cede & Co., a nominee of the Depository Trust Company, held 10,961,651 Shares,
or 97.56% of the Portfolio's Shares. As of the Record Date, Smith Barney held of
record 9,126,004 Shares, or 81.23% of the Portfolio's Shares, for which it has
discretionary and non-discretionary authority. As of the Record Date, the
officers and Board Members of the Portfolio as a group beneficially owned less
than 1% of the Shares of the Portfolio.
As of the Record Date, to the knowledge of the Portfolio, no shares of
Smith Barney's ultimate parent corporation, Travelers Group Inc. ("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 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 16, 1997.
2
<PAGE>
PROPOSAL 1:
TO ELECT TWO (2) CLASS I DIRECTORS OF THE PORTFOLIO
The Board of Directors of the Portfolio is divided into three classes. The
Directors serving in Class I have terms expiring at the Annual Meeting; each
Class I 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 2000) 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 directors of the Portfolio.
Number (and Per-
centage) of the
Portfolio's Shares
Name, Age, Principal Occupation and Served as Beneficially
Other Business Experience During the a Director Owned As Of
Past Five Years Since Class+ October 15, 1997*
- ------------------------------------ ---------- ------ ------------------
Persons Nominated for Election as Directors
Allan J. Bloostein, age 68 1992 I 0
President of Allan J. Bloostein
Associates, a consulting firm;
retired Vice Chairman and Director of
May Department Stores; Director of
CVS Corporation and Taubman Centers
Inc.
Martin Brody, age 76 1992 I 116.208
Consultant, HMK Associates, retired (less than 1%)
Vice Chairman of the Board of
Directors of Restaurant Associates
Corp., Director of Jaclyn, Inc.
Directors Continuing in Office
Dwight B. Crane, age 59 1992 III 529.6
Professor, Harvard Business School (less than 1%)
Robert A. Frankel, age 70 1994 II 234.9276
Managing Partner of Robert A. Frankel (less than 1%)
Management Consultants; formerly
Corporate Vice President of The
Readers Digest Association Inc.
William R. Hutchinson, age 54 1995 III 0
Vice President-Financial Operations
AMOCO Corporation, Director of
Associated Bank and Director of
Associated Banc-Corp
3
<PAGE>
Number (and Per-
centage) of the
Portfolio's Shares
Name, Age, Principal Occupation and Served as Beneficially
Other Business Experience During the a Director Owned As Of
Past Five Years Since Class+ October 15, 1997*
- ------------------------------------ ---------- ------ ------------------
Heath B. McLendon,** age 64 1992 II 780.746(a)
Managing Director of Smith Barney (less than 1%)
Inc., Chairman of Smith Barney
Strategy Advisers Inc. and President
and Director of SBMFM and Travelers
Investment Advisers, Inc. ("TIA");
prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc., Vice Chairman of
Shearson Lehman Asset Management.
- ----------
+ Number (I,II,III) indicates whether the director is in Class I, II or III.
Class I directors will be elected to serve for a three-year term as of the
Meeting. Class II directors will continue to serve until the 1998 annual
meeting. Class III directors will continue to serve until the 1999 annual
meeting.
* For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934 ( the "Exchange Act"). This
information as to beneficial ownership is based upon information furnished
to the Portfolio by Directors.
** Interested person of the Portfolio as defined in the 1940 Act.
(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 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 certain such persons, the Portfolio believes that during
its fiscal year ended August 31, 1997, 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 were held, all of which were regular
meetings. No director attended less than 75% of these meetings of the Board that
were held in the last fiscal year.
Only the Independent Directors receive remuneration from the Portfolio for
acting as a Director. Aggregate fees (including reimbursement for travel and
out-of-
4
<PAGE>
pocket expenses) of $47,516 were paid to such Directors by the Portfolio during
the fiscal year ended August 31, 1997. Fees for Independent Directors are 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 Smith Barney.
The following table shows the compensation paid by the Fund to each
Director, during the Fund's last fiscal year:
<TABLE>
<CAPTION>
Total
Pension or Number of
Retirement Total Funds for
Aggregate Benefits Accrued Compensation Which Director
Compensation as part of from Fund and Serves within
Name of Person from Fund Fund Expenses Fund Complex Fund Complex
- -------------- --------- ------------- ------------ ------------
<S> <C> <C> <C> <C>
Charles F. Barber $5,750 $0 $ 38,700 6
Martin Brody 7,000 0 124,286 19
Dwight B. Crane 7,500 0 140,375 22
Allan J. Bloostein 7,500 0 83,150 8
Robert A. Frankel 7,500 0 66,100 8
William R. Hutchinson 7,000 0 38,600 6
Heath B. McLendon* 0 0 0 41
</TABLE>
- ----------
* Designates an "interested director".
# Pursuant to the Portfolio's deferred compensation plan, Mr. Barber
elected, effective January 2, 1996, to defer the payment of all the
compensation due to him from 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. Effective February 26, 1997, Mr. Barber became a
Director Emeritus.
The names of the principal officers of the Portfolio are listed in the
table below together with certain additional information. Each of the officers
of the Portfolio will hold such office until a successor is voted upon by the
Board of Directors.
<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 64 and Chairman of the Board
(1992)
Lewis E. Daidone, Senior Vice President and Managing Director of Smith Barney
Age 40 Treasurer (1994) Inc.; Chief Financial Officer,
Director and Senior Vice President
of SBMFM and TIA.
Joseph P. Deane, Vice President and Managing Director of SBMFM; prior
Age 49 Investment Officer (1993) to July 1993, Managing Director of
Shearson Lehman Advisors.
Christina T. Sydor, Secretary (1994) Managing Director of Smith Barney
Age 46 Inc.; General Counsel and Secretary
of SBMFM and TIA.
</TABLE>
5
<PAGE>
The principal business address of Mr. McLendon, Mr. Deane, Mr. Daidone and
Ms. Sydor is 388 Greenwich Street, New York, New York 10013.
The election of listed nominees for Director will require the affirmative
vote of the plurality of the votes cast.
THE BOARD OF DIRECTORS, INCLUDING ALL THE INDEPENDENT DIRECTORS, RECOMMENDS THAT
SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL 2:
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP
AS THE INDEPENDENT AUDITORS FOR THE PORTFOLIO
FOR THE FISCAL YEAR ENDING AUGUST 31, 1998
The second proposal to be considered at the meeting is the ratification of
KPMG peat marwick LLP ("KPMG") as the independent auditors for the Portfolio for
the fiscal year ending August 31, 1998.
On November 19, 1997, based upon the recommendation of the Audit Committee
of the Portfolio's Board of Directors, and in accordance with Section 32 of the
1940 Act, and the rules thereunder, the Board voted to appoint KPMG as the
Portfolio's independent auditors for the fiscal year ending August 31, 1998.
KPMG also serves as independent auditor for Smith Barney, other invest 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 the 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 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 are they aware that any shareholder intends to do so. 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.
6
<PAGE>
SHAREHOLDERS' REQUEST FOR SPECIAL MEETING
Shareholders entitled to cast at least 25% of all votes entitled to be
cast at a meeting may require the calling of a meeting of shareholders for the
purpose of voting on the removal of any Director of the Portfolio. Meetings of
shareholders for any other purpose also shall be called by the Chairman of the
Board, the President or the Secretary of the Portfolio when requested in writing
by shareholders entitled to cast at least 25% of all votes entitled to be cast
at the Meeting.
SUBMISSION OF SHAREHOLDERS' PROPOSALS
All proposals by shareholders of the Portfolio that are intended to be
presented at the Portfolio's next Annual Meeting of Shareholders to be held in
1998 must be received by the Portfolio for consideration for inclusion in the
Portfolio's proxy statement and proxy relating to that meeting no later than
October 15, 1998.
November 19, 1997
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.
7
x Please mark
votes 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 NOMINEES AS CLASS I DIRECTORS
AND PROPOSAL 2. Please refer to the Proxy Statement for a
discussion of the Proposals.
1. ELECTION OF DIRECTORS
Nominees: Allan J. Bloostein and Martin Brody
* FOR * WITHHELD
_______________________________
For all nominees except as noted above
2. To ratify the selection of KPMG Peat
Marwick LLP as independent auditors
for the Portfolio for the fiscal
year ending August 31, 1998.
FOR * AGAINST * ABSTAIN *
MARK HERE FOR ADDRESS CHANGE AND 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 ___________________________
MANAGED MUNICIPAL PORTFOLIO II INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of common stock of
Managed Municipal Portfolio II Inc. (the "Portfolio"), a
Maryland corporation, hereby appoints Heath B. McLendon,
Christina T. Sydor and Marc Schuman, as attorneys and
proxies for the undersigned, with full powers 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 (the "Meeting") to be held at its offices,
388 Greenwich Street, 22nd Floor, New York,
New York on December 17, 1997 at 9:30 a.m., and any
adjournment or adjournments thereof. The undersigned
hereby acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement dated November 19, 1997 and hereby
instructs said attorneys and proxies to vote said shares
as indicated hereon. 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.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE SIDE
