SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[XXX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
MANAGED HIGH INCOME PORTFOLIO INC.
(Name of Registrant as Specified In Its Charter)
ROBERT M. NELSON
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[XXX] No Fee Required.
[ ] $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.
[ ] No fee is required pursuant to Exchange Act Rules 14a-6 (i)(1)
and (2), or 14a-6(j)(2) or the 1940 Act Rule 20a-1.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:
4)Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it was
determined.
[ ] 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:
MANAGED HIGH INCOME PORTFOLIO INC.
388 Greenwich Street
New York, New York 10013
------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To Be Held on June 11, 1998
------------------
To the Shareholders of
Managed High Income Portfolio Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Managed
High Income Portfolio Inc. (the "Fund") will be held at the offices of the Fund,
388 Greenwich Street, 22nd Floor, New York, New York at 10:00 a.m. on June 11,
1998 for the following purposes:
1. To elect two (2) Directors of the Fund (Proposal 1).
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
auditors of the Fund for the fiscal year ending February 28, 1999 (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 April 16, 1998 has been fixed 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
May 8, 1998 Secretary
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND.
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 Fund 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:
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) Estate of John B. Smith....................... John B. Smith, Jr., Executor
<PAGE>
MANAGED HIGH INCOME PORTFOLIO INC.
388 Greenwich Street
New York, New York 10013
------------------
ANNUAL MEETING OF SHAREHOLDERS
June 11, 1998
------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Managed High Income Portfolio Inc. (the
"Fund") for use at the Annual Meeting of Shareholders of the Fund to be held on
June 11, 1998, at the offices of the Fund, 388 Greenwich Street, 22nd Floor, New
York, New York at 10:00 a.m. (New York Time) and at any adjournments thereof
(the "Meeting"). 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
interviews conducted by officers of the Fund and officers and regular employees
of: Smith Barney Inc. ("Smith Barney"), which makes a market in the Fund's
shares; Mutual Management Corp. ("MMC") (formerly Smith Barney Mutual Funds
Management Inc.), the Fund's investment adviser and administrator; and First
Data Investor Services Group, Inc. (the "Transfer Agent"), the Fund's transfer
agent. The costs of solicitation and the expenses incurred in connection with
preparing the Proxy Statement and its enclosures will be paid by the Fund. The
Fund 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 Fund, including audited financial statements for the fiscal year
ended February 28, 1998, has previously been furnished to all shareholders of
the Fund. This Proxy Statement is first being mailed to shareholders on or about
May 8, 1998. The Fund will provide, without charge, additional copies of the
annual report to any shareholder upon request by calling 1-800-331-1710.
If the enclosed Proxy is properly executed and returned in time to be
voted at the Meeting, the shares of common stock of the Fund ("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. For this reason, abstentions and broker "non-votes"
will have no impact on the requisite approval of the Proposals.
<PAGE>
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 solicitation 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. Any such
adjournment will require the affirmative vote of a majority of those Shares
represented at the Meeting in person or by proxy. If a quorum is present, the
persons named as proxies will vote those proxies which they are entitled to vote
FOR any such proposal in favor of such an adjournment and will vote those
proxies required to be voted AGAINST any such proposal against any such
adjournment. Under the Fund'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 April 16, 1998 has been fixed as the record date
for the determination of shareholders entitled to notice of and to vote at the
Meeting and all adjournments thereof.
The Fund has one class of common stock, which has a par value of $0.001
per share. On April 16, 1998, there were 44,014,987.666 Shares outstanding. Each
shareholder is entitled to one vote for each full Share and a proportionate
fraction of a vote for each fractional Share held.
As of April 16, 1998, Cede & Co., a nominee partnership of Depository
Trust Company, held 43,100,944 or 97.92% of the Shares outstanding.
As of the close of business on April 16, 1998, no other person (including
any "group" as that term is used in Section 13(d) of the Securities Exchange Act
of 1934 (the "1934 Act")) to the knowledge of the Board of Directors of the Fund
owned beneficially more than 5% of the outstanding shares of the Fund. As of the
Record Date, the Fund's officers and Directors beneficially owned less than 1%
of the outstanding Shares.
Proposal 1 requires for approval the affirmative vote of a plurality of
the votes cast at the Meeting in person or by proxy by the shareholders of the
Fund voting on the matter. Proposal 2 requires for approval the affirmative vote
of a majority of the votes cast at the Meeting in person or by proxy by the
shareholders of the Fund voting on the matter.
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting is the election of two
(2) of the six (6) Directors (the "Class III Directors") of the Fund for a
period of three years or until their successors shall have been elected and
qualified. The Class III Directors' terms shall expire in 2001. Each year the
term of office of one class of Directors expires.
Each of the nominees currently serves as a Director of the Fund and has
indicated that he will continue to serve if elected, but if either nominee
should be unable to serve, the proxy confers discretionary power on the persons
named therein to vote in favor of a substitute nominee or nominees.
Set forth below are the names of the two nominees for re-election to the
Fund's Board of Directors, together with certain other information:
Number (and
Percentage) of
Fund Shares
Name, Age, Principal Occupation and Served as Beneficially
Other Business Experience During the a Director Owned* as of
Past Five Years Since Class April 16, 1998
- --------------------------------------- ----------- ----- ----------------
Alessandro di Montezemolo, age 79 .... 1993 III None
Retired; Director of two investment
companies associated with Smith
Barney and a Director of Offit Bank;
formerly Chairman of the Board of
Marsh & MacLennan.
**Heath B. McLendon, age 64 .......... 1993 III 831
Managing Director of Smith Barney, (less than 1%)
Chairman of Smith Barney Strategy
Advisers Inc. and Director and
President of MMC and of Travelers
Investment Adviser, Inc. ("TIA").
Chairman or Co-Chairman of 58
investment companies associated with
Salomon Smith Barney Holdings Inc.;
prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc., Vice Chairman of Asset
Management Division of Shearson
Lehman Brothers Inc.
- --------
* For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"). The information
as to beneficial ownership is based upon information furnished to the Fund
by the Directors.
** Interested person of the Fund as defined in the Investment Company Act of
1940, as amended, (the "1940 Act").
The remainder of the Board constitutes the Class I and Class II directors
(as indicated by the Number I or II), none of whom will stand for election at
the Meeting, as their terms will expire in 1999 and 2000, respectively.
3
<PAGE>
Number (and
Percentage) of
Fund Shares
Name, Age, Principal Occupation and Served as Beneficially
Other Business Experience During the a Director Owned* as of
Past Five Years Since Class April 16, 1998
- --------------------------------------- ----------- ----- ----------------
Dr. Paul Hardin, age 66 .............. 1993 I 1,209(a)
Chancellor Emeritus and Professor of (less than 1%)
Law at the University of North
Carolina at Chapel Hill and a
Director of The Summit
Bancorporation. Director of twelve
investment companies associated with
Smith Barney. Formerly, Chancellor of
the University of North Carolina at
Chapel Hill.
George M. Pavia, age 70 .............. 1993 I None
Senior Partner, Pavia & Harcourt,
Attorneys. Director of two investment
companies associated with Smith
Barney.
Paolo M. Cucchi, age 56 .............. 1993 II 200(a)
Dean of College of Liberal Arts at (less than 1%)
Drew University. Director of two
investment companies associated with
Smith Barney.
Andrea Farace, age 42 ................ 1993 II 12,995
Chairman & Chief Executive Officer of (less than 1%)
Foamex International Inc. and Vice
Chair man and Chairman of the
Executive Committee of Trace
International Holdings, Inc. and
prior to May 1997, President and
Director of Trace International
Holdings, Inc.; prior to December
1994, Executive Vice President
and Managing Director of Trace
International Holdings, Inc.
- --------
(a) Represents shares owned by Director's family.
* For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"). The information
as to beneficial ownership is based upon information furnished to the Fund
by the Directors.
Section 16(a) of the Exchange Act requires the Fund's officers and
directors, and persons who beneficially own more than ten percent of the Fund's
Common Stock, to file reports of ownership with the Securities and Exchange
Commission, the New York Stock Exchange, Inc., and the Fund. Based solely upon
its review of the copies of such forms received by it and written
representations from certain of such persons, the Fund believes that during its
fiscal year ended February 28, 1998, all filing requirements applicable to such
persons were complied with.
4
<PAGE>
The names of the principal officers of the Fund are listed in the table
below together with certain additional information. Each of the officers of the
Fund will hold such office until a successor is voted upon by the Board of
Directors.
Principal Occupations and Other
Position Affiliations During the
Name (year first elected) Past Five Years
- ---- -------------------- -------------------------------
Heath B. McLendon, Chief Executive (See table of directors)
age 64................ Officer (1993),
Chairman of the
Board (1993)
and President
(1997)
John C. Bianchi, Vice President Managing Director of Smith
age 42................ and Investment Barney; prior to July 1993,
Officer (1993) Managing Director of
Shearson Lehman Advisors.
Lewis E. Daidone, Senior Vice Managing Director of Smith
age 40................ President and Barney; Director and Senior
Treasurer (1994) Vice President of MMC and
TIA.
Christina T. Sydor, Secretary (1994) Managing Director of Smith
age 47................ Barney; General Counsel and
Secretary of MMC and TIA.
The principal business address of each of the principal officers of the
Fund is 388 Greenwich Street, New York, New York 10013.
No officer, director, or employee of the Fund's investment adviser and
administrator receives any compensation from the Fund for serving as an officer
or director of the Fund. The Fund pays each Director who is not a director,
officer or employee of the Fund's investment adviser and administrator, a fee of
$5,000 per year plus $500 per regular in-person meeting attended and $100 per
telephone meeting attended. The Fund pays the Director Emeritus a fee of $2,500
per year plus $250 per regular in-person meeting attended and $50 per telephone
meeting attended. The Fund also reimburses each Director's actual out of pocket
expenses relating to attendance at meetings. The aggregate compensation paid by
the Fund to such Directors (including reimbursement for travel and out-of-pocket
expenses) during the fiscal year ended February 28, 1998 amounted to $41,885.
5
<PAGE>
Pension or
Retirement
Benefits Total Number of Funds
Total Accrued as part Compensation for which Director
Name of Compensation of Fund from Fund Serves within
Director from Fund Expenses Complex Fund Complex
-------- ------------ ---------------- ------------ ------------------
Paolo M. Cucchi $7,000 $0 $17,600 2
Alessandro di
Montezemolo 7,000 0 17,600 2
Andrea Farace 7,000 0 8,000 1
Paul Hardin 7,000 0 73,000 12
Heath B. McLendon* -- 0 -- 58
George M. Pavia 7,000 0 17,500 2
- --------
* Designates an "interested director."
+ Upon attainment of age 80 Fund 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 Fund
Directors, together with reasonable out-of-pocket expenses for each
meeting attended. During the Fund's last fiscal year, aggregate
compensation paid by the Fund to Directors Emeritus totaled $3,250.
During the fiscal year ended February 28, 1998, the Directors of the Fund
met four times. Each Director attended at least 75% of the meetings held during
the period they were in office. The Fund's Audit Committee is comprised of those
Directors who are not "interested persons" of the Fund as defined in the 1940
Act. The Audit Committee is responsible for recommending the selection of the
Fund's independent accountants and reviewing all audit as well as nonaudit
accounting services performed for the Fund. During the fiscal year ended
February 28, 1998, the Audit Committee met once. All of the members of the Audit
Committee attended the meeting.
Required Vote
Election of each of the listed nominees for Director requires the
affirmative vote of a plurality of the votes cast at the Meeting in person or by
proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE
BOARD.
PROPOSAL 2: RATIFICATION OF THE SELECTION OF INDEPENDENT AUDITORS.
The second proposal to be considered at the Meeting is the ratification of
the selection of KPMG Peat Marwick LLP ("KPMG") as the independent public
auditors for the Fund for the fiscal year ending February 28, 1999.
6
<PAGE>
On February 18, 1998, based upon the recommendation of the Audit Committee
of the Fund's Board of Directors, 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) selected KPMG as the Fund's
independent auditors for and during the fiscal year ending February 28, 1999.
KPMG also serves as independent auditor for MMC, other investment companies
associated with Smith Barney and for MMC's ultimate parent corporation,
Travelers Group Inc. ("Travelers"). KPMG has no direct or material indirect
financial interest in the Fund, MMC, Travelers or any other investment company
sponsored by Smith Barney or its affiliates.
If the Fund 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 auditor concerning the Fund's
financial statements, the Fund 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.
Required Vote
Ratification of the selection of KPMG as independent auditors requires the
affirmative vote of a majority of the votes cast at the Meeting in person or by
proxy.
THE BOARD OF DIRECTORS, INCLUDING ALL OF THE "NON-INTERESTED" DIRECTORS,
RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
KPMG.
OTHER MATTERS TO COME BEFORE THE MEETING
The Directors do 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 in the
accompanying form of proxy will vote thereon in accordance with their judgment.
SHAREHOLDER'S 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 Fund. Meetings of
shareholders for any other purpose also shall be called by the Chairman of the
Board, the President or the Secretary of the Fund when requested in writing by
shareholders entitled to cast at least 25% of all votes entitled to be cast at
the Meeting.
7
<PAGE>
SUBMISSION OF SHAREHOLDER PROPOSALS
All proposals by shareholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Shareholders to be held in 1999
must be received by the Fund for consideration for inclusion in the Fund's proxy
statement and proxy relating to that meeting no later than February 16, 1999 as
the Fund expects that the 1999 Meeting will be held in June of 1999.
By Order of the Board of Directors,
CHRISTINA T. SYDOR
May 8, 1998 Secretary
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT
EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE, SIGN, DATE AND
RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID
ENVELOPE.
8
MANAGED HIGH INCOME PORTFOLIO INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Managed High Portfolio Inc. (the
"Fund"), a Maryland corporation, hereby appoints Heath B. McLendon,
Christina T. Sydor and Robert M. Nelson
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 the Fund that
the undersigned is entitled to vote at the Annual Meeting of
Shareholders of Managed High Income Portfolio Inc. to be held at the
offices of the Fund, 388 Greenwich Street, New York, New York on
June 11, 1998 at 10:00 a.m., and any adjournment or adjournments thereof.
The undersigned hereby acknowledges receipt of the Notice of Meeting and
Proxy Statement dated May 8, 1998 and hereby instructs said attorneys
and proxies to vote said shares as indicated 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.
VOTE THIS VOTING INSTRUCTION CARD TODAY!
YOUR PROMPT RESPONSE WILL SAVE
THE EXPENSE OF ADDITIONAL MAILINGS
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
NOMINEES AS DIRECTORS AND PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the
Proposals.
1. ELECTION OF DIRECTORS FOR WITHHELD
Nominees: A. di Montezemolo
H.B. McLendon
_____________________________________________________________________
________
For both nominees except as noted above
2. To ratify the selection of KPMG Peat Marwick LLP as
independent auditors for the Fund.
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:
