MANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
--------------------------
TO BE HELD ON SEPTEMBER 13, 1995
--------------------------
To the Shareholders of Managed Municipals Portfolio Inc.:
Notice is hereby given that the Annual Meeting of Shareholders of Managed
Municipals Portfolio Inc. (the "Portfolio") will be held at the offices of Smith
Barney, 388 Greenwich Street, 22nd Floor, New York, New York at 10:00 a.m. on
September 13, 1995 for the following purposes:
1. To elect six (6) Directors of the Portfolio (PROPOSAL 1);
2. To ratify the selection of KPMG Peat Marwick LLP as the independent
accountants of the Portfolio for the current fiscal year of the
Portfolio (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 July 17, 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
August 9, 1995 Secretary
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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.
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INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Portfolio involved in validating your
vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party
signing should conform exactly to the name shown in the registration
on the proxy card.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
Registration Valid Signature
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Corporate Accounts
(1) ABC Corp. ...................................... ABC Corp.
(2) ABC Corp. ...................................... John Doe, Treasurer
(3) ABC Corp.
c/o John Doe, Treasurer ....................... John Doe
(4) ABC Corp. Profit Sharing Plan .................. John Doe, Trustee
Trust Accounts
(1) ABC Trust ...................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee
u/t/d 12/28/78 ............................... Jane B. Doe
Custodian or Estate Accounts
(1) John B. Smith, Cust.
f/b/o John B. Smith, Jr. UGMA ................ John B. Smith
(2) John B. Smith ................................. John B. Smith, Executor
<PAGE>
MANAGED MUNICIPALS PORTFOLIO INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
------------------------------
ANNUAL MEETING OF SHAREHOLDERS
SEPTEMBER 13, 1995
------------------------------
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Managed Municipals Portfolio Inc. (the
"Portfolio") for use at the Annual Meeting of Shareholders of the Portfolio to
be held on September 13, 1995, at the offices of Smith Barney, 388 Greenwich
Street, 22nd Floor, New York, New York 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 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 and The Shareholder Services Group, Inc., a subsidiary
of First Data Corporation ("TSSG"), 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. This Proxy Statement
is first being mailed to shareholder on or about August 9, 1995.
If the enclosed Proxy is properly executed and returned in time to be voted
at the Meeting, the shares of the 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 broker 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 the effect of a "no" vote for purposes of obtaining the
requisite approval of each proposal.
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
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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 or by proxy of
the holders of a majority of the outstanding Shares entitled to vote at the
Meeting.
The close of business on July 17, 1995 has been fixed as the record date of
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
$.01 per share (the "Common Stock"). On July 17, 1995, there were 34,498,420
shares of the Common Stock 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")), except set forth
below, beneficially owned more than 5% of the outstanding Shares of the
Portfolio. As of the Record Date, Cede & Co., a nominee partnership of the
Depository Trust Company, held 33,551,160 Shares, or 99% of the Portfolio's
Shares. Of the Shares held by Cede and Co., Smith Barney held of record
28,751,139 Shares, or 84% 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.
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 September 13, 1995.
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
Portfolio voting on the matter. Proposal 2 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 Portfolio voting on the matter.
PROPOSAL 1: ELECTION OF DIRECTORS
The first proposal to be considered at the Meeting is the election of six
(6) Directors of the Portfolio.
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Under the terms of the Portfolio's Charter, the holders of Common Stock,
are to elect six Directors of the Portfolio. Charles Barber, Robert A. Frankel,
Martin Brody, Dwight B. Crane, Heath B. McLendon and Allen J. Bloostein have
previosuly served as Directors. 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.
Set forth below are the names of the nominees for re-election to the
Portfolio's Board of Directors, together with certain other information:
Number Of The
Portfolio's Common
Name, Age, Principal Occupation Served as Stock Beneficially
and Other Business Experience During a Director Owned As Of
The Past Five Years Since Class July 17, 1995
------------------------------------- ----- ------- ------------------
Charles Barber (76) 1992 Common
Consultant; formerly Chairman of
the Board, ASARCO Incorporated
Allan J. Bloostein (64) 1992 Common
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 Common
Vice Chairman of the Board of
Directors of Restaurant Associates
Corp.; Director of Jaclyn, Inc. an
apparel manufacturer
Dwight B. Crane (56) 1992 Common 450
Harvard Business School
Soldiers Field Road
Boston, MA 02163
Robert A. Frankel (68) 1992 Common 200
102 Grand Street
Croton-on-Hudson, New York
10520
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Number Of The
Portfolio's Common
Name, Age, Principal Occupation Served as Stock Beneficially
and Other Business Experience During a Director Owned As Of
The Past Five Years Since Class July 17, 1995
------------------------------------- ----- ------- ------------------
Heath B. McLendon* (62) 1992 Common 626
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
----------
* Interested person of the Portfolio as defined in the Investment Company Act
of 1940, as amended (the "1940 Act").
** 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.
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 May 31, 1995, all filing requirements applicable to such
persons were complied with.
The names of the principal officers of the Portfolio, with the exception of
Mr.McLendon are listed in the table below together with certain additional
information. Mr. McLendon was elected Chairman of the Board in 1992. Each of the
officers of the Portfolio will hold such office until a successor is voted upon
by the Board of Directors.
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Position Principal Occupations
(Year First and Other Affiliations During
Name Elected) The Past Five Years
---- -------- -------------------
Jessica M. Bibliowicz, President (1995) Executive Vice President of
age 35 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.
Joseph P. Deane, Vice President Managing Director of SBMFM;
age 39 and Investment prior to July 1993, Managing
Officer (1993) Director of Shearson Lehman
Advisors.
Lewis E. Daidone, Senior Vice Presi- Chief Financial Officer,
age 37 dent; Managing Director and Senior Vice
Director of Smith President of SBMFM.
Barney Inc.;
and Treasurer
(1994)
Christina T. Sydor, Secretary (1994) Managing Director of Smith
age 44 Barney Inc.; General Counsel
and Secretary of SBMFM.
The principal business address of Ms. Bibliowicz, Mr. Deane, Mr. Daidone
and Ms. Sydor is 388 Greenwich Street, New York, New York 10013. None of the
executive officers of the Portfolio owns any shares of the Portfolio.
No officer, director or employee of the Portfolio's investment adviser or
administrator receives any compensation from the Portfolio for serving as an
officer or director of the Portfolio. The Portfolio pays each Director who is
not a director, officer or employee of the Portfolio's investment adviser or
administrator a fee of $5,000 per year plus $500 per regular meeting. The
Portfolio also reimburses each Director actual out of pocket expenses relating
to attendance at meeting. The aggregate remuneration and expenses paid by the
Portfolio to such Directors during the fiscal year ended May 31, 1995 amounted
to $41,250.
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Number of
Portfolios for
Total which Director
Total Compensation Serves Within
Compensation from Portfolio Portfolio
Name of Person from Portfolio Complex Complex
-------------- -------------- ------- -------
Charles Barber $9,750 $ 40,500 6
Martin Brody $8,000 $111,675 20
Dwight Crane $7,500 $125,975 24
Allan Bloostein $8,000 $ 79,000 10
Robert Frankel $8,000 $ 75,850 8
Heath B. McLendon -- -- 41
During the fiscal year ended May 31, 1995 the Directors of the Portfolio
met 5 times. Each Director attended at least 75% of the meetings held during the
period they were in office. The Portfolio's Audit Committee is comprised of
those Directors who are not "interested persons" of the Portfolio as defined in
the 1940 Act. The Audit Committee is responsible for recommending the selection
of the Portfolio's independent accountants and reviewing all audits as well
as
non-audit accounting services performed for the Portfolio. During the fiscal
year ended May 31, 1995 the Audit Committee met three times. All of the Audit
Committee members attended the meetings.
Election of the listed nominees for Director will require the affirmative
vote of the holders of a majority of the shares of the Common Stock.
THE BOARD OF THE PORTFOLIO, INCLUDING ALL THE INDEPENDENT BOARD MEMBERS,
RECOMMENDS THAT SHAREHOLDERS VOTE "FOR" THE ELECTION OF NOMINEES TO THE BOARD.
PROPOSAL 2: TO RATIFY THE SELECTION OF KMPG PEAT MARWICK LLP AS THE INDEPENDENT
ACCOUNTANTS FOR THE PORTFOLIO FOR THE CURRENT FISCAL YEAR
The second proposal to be considered at the Meeting is the ratification of
the selection of KMPG Peat Marwick LLP ("Peat Marwick") as the independent
public accountants for the Portfolio for the fiscal year ending May 31, 1996.
Coopers & Lybrand L.L.P. ("Coopers & Lybrand") served as the Portfolio's
independent public accountants for the fiscal year ended May 31, 1995. On May
24, 1995, based upon 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 Peat Marwick as the Portfolio's
independent accountants for the fiscal year ending May 31, 1996.
During the Portfolio's two most recent fiscal years ended May 31, 1994 and
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1995, Coopers & Lybrand's report on the Portfolio's financial statements
contained no adverse opinion or disclaimer or opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting principles. During the
same period, there were no disagreements with Coopers & Lybrand on any matter of
accounting principles or practices, financial statements disclosure, or auditing
scope or procedure, which disagreements, if not resolved to the satisfaction of
Coopers & Lybrand, would have caused it to make reference to the subject matter
of the disagreement in connection with its report. During this period, there
have been no "reportable events" as such term is described in Item 304(a)(1)(v)
of Regulation S-K with respect to Coopers & Lybrand.
During the Portfolio's two most recent fiscal years ended May 31, 1994 and
1995, the Portfolio has not consulted with Peat Marwick on items which (i)
concerned the application of accounting principals to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Portfolio's financial statements or (ii) concerned the subject
matter of a disagreement or reportable event with Coopers & Lybrand.
The Portfolio has requested Coopers & Lybrand to furnish it with a letter
addressed to the Securities and Exchange Commission stating whether Coopers &
Lybrand agrees with the statements contained in the paragraphs above. If the
Portfolio receives a written request from any shareholder at least five (5) days
prior to the Meeting stating that the shareholder will be present in person at
the Meeting and desires to ask questions of Coopers & Lybrand and Peat Marwick,
the Portfolio will arrange to have representatives of each present at the
Meeting to respond to appropriate questions.
REQUIRED VOTE
Ratification of the selection of Peat Marwick as independent accountants
requires the affirmative vote of the 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 SHAREHOLDERS VOTE "FOR" RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
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 as proxies in
the accompanying form of proxy will vote thereon in accordance with their
judgment.
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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 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 which are intended to be
presented at the Portfolio's next Annual Meeting of Shareholders to be held in
1996 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
April 10, 1996.
August 9, 1995
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.
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