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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11:1.
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
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 15, 1999
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To the Stockholders of
Managed High Income Portfolio Inc.:
Notice is hereby given that the Annual Meeting of Stockholders 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 3:00 p.m. on June 15,
1999 for the following purposes:
1. To elect two (2) Directors of the Fund (Proposal 1).
2. To ratify the selection of KPMG LLP as the independent auditors of the
Fund for the fiscal year ending February 29, 2000 (Proposal 2).
3. To consider and vote upon such other matters as may come before said
meeting or any adjournments thereof.
The close of business on April 19, 1999 has been fixed as the record date
for the determination of stockholders 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 10, 1999 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
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ANNUAL MEETING OF STOCKHOLDERS
June 15, 1999
------------------
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 Stockholders of the Fund to be held on
June 15, 1999, at the offices of the Fund, 388 Greenwich Street, 22nd Floor, New
York, New York at 3:00 p.m. (New York Time) and at any adjournments thereof (the
"Meeting"). A Notice of Meeting of Stockholders 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
("Shares"); SSBCFund Management Inc., formerly known as Mutual Management Corp.
("SSBC") 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, 1999, has previously been furnished to all stockholders of the
Fund. This Proxy Statement is first being mailed to stockholders on or about May
10, 1999. Additional copies of the Annual Report are available without charge to
any stockholder 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 Stockholders. 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. Any proxy may be revoked at any time
prior to the exercise thereof by submitting another proxy bearing a later date
by giving written notice to the Secretary of the Fund at the Fund's address
indicated above or by voting in person at the Meeting.
<PAGE>
If a quorum is not present at the Meeting, or if 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 stockholders 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 stockholder vote may be taken on one of the Proposals 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 19, 1999 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Meeting and any adjournments thereof.
The Fund has one class of common stock, par value of $0.001 per Share.
On April 19, 1999, there were 44,236,106.80 Shares outstanding. Each stockholder
is entitled to one vote for each full Share and a proportionate fraction of a
vote for each fractional Share held.
As of April 19, 1999, Cede & Co., a nominee partnership of Depository
Trust Company, held 43,367,575 or 98.04% of the Shares outstanding.
As of the close of business on April 19, 1999, no other person (including
any "group" as that term is used in Section 13(d) of the Securities Exchange Act
of 1934 (the "Exchange Act")) to the knowledge of the Board of Directors owned
beneficially more than 5% of the outstanding shares of the Fund. As of the
record date, the Fund's officers and Directors owned beneficially 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 stockholders 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
stockholders of the Fund voting on the matter.
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
The Fund's Board is divided into three classes with the term of office
expiring each year. It is proposed that stockholders of the Fund elect two (2)
Class I Directors of the Fund, each to serve for a three-year term and until his
respective successor is duly elected and qualified. The Class I Directors' terms
shall expire in 2002.
Each of the nominees currently serves as a Director of the Fund and has
indicated that he will continue to serve if elected. However, 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
Shares
Name, Age, Principal Occupation and Beneficially
Other Business Experience for the Director Owned* as of
Past Five Years Since Class April 19, 1999
- ----------------------------------- -------- ----- --------------
Dr. Paul M. Hardin, age 67 .............. 1993 I 2,200(a)
Chancellor Emeritus and
Professor of Law at the
University of North Carolina at
Chapel Hill and a Director of
The Summit Bancorporation.
Director of fourteen investment
companies managed by affiliates of
Salomon Smith Barney. Formerly,
Chancellor of the University of
North Carolina at Chapel Hill.
George M. Pavia, age 71 ................. 1993 I 0
Senior Partner, Pavia &
Harcourt, Attorneys. Director of
two investment companies
managed by affiliates of
Salomon Smith Barney.
- ----------
(a) Includes shares owned by Director's family.
* For this purpose, "beneficial ownership" is defined under Section 13(d) of
the Exchange Act. The information as to beneficial ownership is based upon
information furnished to the Fund by the Directors.
The remainder of the Board is composed of the Class II and Class III
Directors (as indicated by the numbers II or III), none of whom will stand for
election at the Meeting, as their terms will expire in 2000 and 2001,
respectively.
3
<PAGE>
Number (and
Percentage) of
Shares
Name, Age, Principal Occupation and Beneficially
Other Business Experience for the Director Owned* as of
Past Five Years Since Class April 19, 1999
- ----------------------------------- -------- ----- --------------
Paolo M. Cucchi, age 57 ................. 1993 II 200(a)
Dean of College of Liberal Arts
at Drew University. Director of
two investment companies
managed by affiliates of Salomon Smith
Barney.
Andrea Farace, age 43 ................... 1993 II 14,219.1475
Formerly Chairman & Chief Executive
Officer of Foamex International
Inc. and Vice Chairman and
Chairman of the Executive
Committee of Trace International
Holdings, Inc. 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.
Alessandro di Montezemolo, age 80 ....... 1993 III 0
Retired; Director of two
investment companies
managed by affiliates of
with Salomon Smith Barney and a
Director of Offit Bank; formerly
Chairman of the Board of Marsh &
MacLennan.
**Heath B. McLendon, age 65 ............. 1993 III 912
Managing Director of Salomon
Smith Barney; Chairman or
Co-Chairman of sixty-four
investment companies managed by affiliates of
Citigroup Inc.("Citigroup"); President
and Director of SSBC and
Travelers Investment Advisers,
Inc. ("TIA"): formerly Chairman
of the Board of Smith Barney
Strategy Advisers Inc.
- --------
(a) Includes Shares owned by Director's family.
* For this purpose, "beneficial ownership" is defined under Section 13(d) of
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").
Section 16(a) of the Exchange Act requires officers and directors of the
Fund, and persons who own beneficially more than 10% of the Shares, to file
reports of ownership with the Securities and Exchange Commission, the New York
Stock Exchange, and the Fund. Based solely upon the review of such reports
received by the Fund and written representations of certain persons for whom
reports were filed,
4
<PAGE>
the Fund believes that during its fiscal year ended February 28, 1999, all
filing requirements with respect to Section 16(a) of the Exchange Act were
satisfied.
The names of the principal officers of the Fund are listed in the table
below together with certain additional information. Each officer will hold the
office opposite his name until a successor is voted upon by the Board of
Directors.
Position Principal Occupations and Other
(Year First Affiliations for the
Name 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 Salomon
age 43 .............. and Investment Smith Barney.
Officer (1993)
Lewis E. Daidone, Senior Vice Managing Director of Salomon Smith
age 41 .............. President and Barney; Chief Financial Officer
Treasurer (1994) of each of the Smith Barney
Mutual Funds; Director and
Senior Vice President of SSBCand
TIA.
Christina T. Sydor, Secretary (1994) Managing Director of Salomon Smith
age 48 .............. Barney; General Counsel and
Secretary of SSBC 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 or
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 or 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 its Directors' 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 for 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,
1999 amounted to $38,215.
5
<PAGE>
The following table shows the compensation paid by the Fund to each director
during the Fund's last fiscal year.
COMPENSATION TABLE
Pension or
Retirement Number of Funds
Benefits Total for Which Director
Aggregate Accrued as Compensation Serves as a Board
Name of Compensation Part of Fund from Fund Member within
Director from Fund+ Expenses Complex Fund Complex
-------- ----------- ------------ ------------ ------------------
Paolo M. Cucchi $7,100 $0 $17,700 2
Alessandro di
Montezemolo 7,200 0 17,900 2
Andrea Farace 6,600 0 7,350 1
Dr. Paul M. Hardin 7,600 0 71,400 14
Heath B. McLendon* 0 0 0 64
George M. Pavia 7,200 0 17,900 2
- --------
* Designates a director who is an interested person of the Fund as defined
in the 1940 Act.
+ Upon attainment of age 80, 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 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 $3,550.
During the fiscal year ended February 28, 1999, the Directors met seven
times; in addition two Audit Committee meetings were held. The Fund's Audit
Committee is comprised of those Directors who are not "interested persons" of
the Fund as defined in the 1940 Act ("Independent Directors"). The Audit
Committee is responsible for recommending the selection of the Fund's
independent accountants and reviewing all audit as well as non-audit accounting
services performed for the Fund. In the last fiscal year Mr. Farace attended
less than 75% of the meetings of the Board and Audit Committee.
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 "INDEPENDENT" DIRECTORS,
RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE ELECTION OF THE NOMINEES TO THE
BOARD.
6
<PAGE>
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 LLP ("KPMG") as the independent public auditors for the
Fund for its fiscal year ending February 29, 2000.
On February 10, 1999, based upon the recommendation
of the Audit Committee,
the Board of Directors, including a majority of the Independent Directors,
selected KPMG as the Fund's independent auditors for and during the fiscal year
ending February 29, 2000 subject to ratification by the Fund's stockholders at
the Meeting. KPMG also serves as independent auditor for SSBC, other investment
companies associated with Smith Barney and for SSBC's ultimate parent
corporation, Citigroup. KPMG has no direct or material
indirect financial interest in the Fund, SSBC, Citigroup or any other investment
company sponsored by Salomon Smith Barney or its affiliates.
If the Fund receives a written request from any Fund stockholder at least
five days prior to the Meeting stating that the stockholder will be present in
person at the Meeting and desires to ask questions of KPMG concerning the Fund's
financial statements, a representative of KPMG will be present at the Meeting,
will have the opportunity to make a statement, and will be available to
respond to appropriate questions.
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 "INDEPENDENT" DIRECTORS,
RECOMMENDS THAT STOCKHOLDERS 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 stockholder 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.
REQUEST FOR SPECIAL MEETINGS
Stockholders entitled to cast at least 25% of all votes entitled to be
cast at a meeting may require the calling of a meeting of stockholders for the
purpose of voting on the removal of any Director. Meetings of stockholders for
any other purpose shall be called by the Chairman of the Board, or the President
or Secretary of the Fund when requested in writing by stockholders entitled to
cast at least 25% of all votes entitled to be cast at the Meeting.
7
<PAGE>
SUBMISSION OF STOCKHOLDER PROPOSALS
Proposals that stockholders wish to include in the Fund's proxy statement
for the Fund's next Annual Meeting of Stockholders must be sent to and received
by the Fund no later than January 11, 2000. The submission by a stockholder of a
proposal for inclusion in the proxy statement does not guarantee that it will be
included. Stockholder proposals are subject to certain regulations under the
federal securities laws.
The persons named as proxies for the Annual Meeting of Stockholders for
2000 will have discretionary authority to vote on any matter presented by a
stockholder for action at that meeting unless the Fund receives notice of the
matter by March 26, 2000, in which case these persons will not have
discretionary voting authority except as provided in the Securities and Exchange
Commission's rules governing stockholder proposals.
By Order of the Board of Directors,
Christina T. Sydor
May 10, 1999 Secretary
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. STOCKHOLDERS 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
PROXY
MANAGED HIGH INCOME PORTFOLIO INC.
PROXY SOLICITED BY THE BOARD OF DIRECTORS
The undersigned holder of shares of Managed High Portfolio Inc., a
Maryland corporation (the "Portfolio"), 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 Portfolio which the undersigned is
entitled to vote at the Annual Meeting of Shareholders of the Portfolio
to be held at the offices of the Portfolio, 388 Greenwich Street, New
York, New York on June 15, 1999 at 3:00 p.m., and any adjournments
thereof. The undersigned hereby acknowledges receipt of the Notice of
Annual Meeting and Proxy Statement 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.
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. The Board of directors
recommends that the shareholders vote "FOR" ratification of the
selection of KPMG LLP as independent auditors for the Portfolio.
If no direction is made, this proxy will be voted FOR election of
nominees as directors and FOR Proposal 2. Please refer to the Proxy
Statement for a discussion of the Proposals.
1. ELECTION OF DIRECTORS
Nominees: Dr. Paul Hardin, George M. Pavia
FOR WITHHELD
[ ] [ ]
[ ]
For all nominees except as noted above
2. To ratify the selection of KPMG LLP as
independent auditors of the Portfolio for
the fiscal year ended February 29, 2000.
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:
