-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VQuTQvi+jK3gBN5IPH32kfU9ADC9q2UhBSHCiJfzDJcl1NJwCoMe0QFPJE6icwlu 9nYdx3HvY1TcoPBLLbdJAA== 0000845606-97-000002.txt : 19970425 0000845606-97-000002.hdr.sgml : 19970425 ACCESSION NUMBER: 0000845606-97-000002 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970530 FILED AS OF DATE: 19970424 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COLONIAL HIGH INCOME MUNICIPAL TRUST CENTRAL INDEX KEY: 0000845606 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 811-05754 FILM NUMBER: 97586337 BUSINESS ADDRESS: STREET 1: ONE FINANCIAL CTR CITY: BOSTON STATE: MA ZIP: 02111 BUSINESS PHONE: 6174263750 DEF 14A 1 COLONIAL HIGH INCOME MUNICIPAL TRUST One Financial Center, Boston, Massachusetts 02111 (617) 426-3750 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 30, 1997 Dear Shareholder: The Annual Meeting of Shareholders (Meeting) of Colonial High Income Municipal Trust (Fund) will be held at the offices of Colonial Management Associates, Inc. (Adviser), One Financial Center, Boston, Massachusetts, on Friday, May 30, 1997, at 10:00 a.m., Eastern time, to: 1. Elect five Trustees; 2. Ratify or reject the selection of independent accountants; and 3. Transact such other business as may properly come before the Meeting or any adjournment thereof. By order of the Trustees, Arthur O. Stern, Secretary April 24, 1997 NOTICE: YOUR VOTE IS IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. IF A QUORUM IS NOT PRESENT AT THE MEETING, ADDITIONAL EXPENSES WILL BE INCURRED TO SOLICIT ADDITIONAL PROXIES. TO AVOID THESE COSTS TO YOUR FUND, PLEASE VOTE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE IMMEDIATELY. HI-85/555D-0497 12 PROXY STATEMENT General Information April 24, 1997 The enclosed proxy, which was first mailed on April 24, 1997, is solicited by the Trustees for use at the Meeting. All properly executed proxies received in time for the Meeting will be voted as specified in the proxy or, if no specification is made, in favor of each proposal referred to in the Proxy Statement. The proxy may be revoked prior to its exercise by a later dated proxy, by written revocation received by the Secretary or by voting in person. Solicitation may be made by mail, telephone, telegraph, telecopy and personal interviews. Authorization to execute proxies may be obtained by telephonically or electronically transmitted instructions. The cost of solicitation will be paid by the Fund. Holders of a majority of the shares outstanding and entitled to vote constitute a quorum and must be present in person or represented by proxy for business to be transacted at the Meeting. On March 3, 1997, the Fund had outstanding 30,918,576 shares of beneficial interest. Shareholders of record at the close of business on March 3, 1997 will have one vote for each share held. As of March 3, 1997, The Depository Trust Company (Cede & Co.), 7 Hanover Square, New York, New York 10004 owned of record 80.25% of the Fund's outstanding shares. Votes cast by proxy or in person will be counted by persons appointed by the Fund to act as election tellers for the Meeting. The tellers will count the total number of votes cast "for" approval of the proposals for purposes of determining whether sufficient affirmative votes have been cast. Where a shareholder withholds authority or abstains, or the proxy reflects a "broker non-vote" (i.e., shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owners or persons entitled to vote and (ii) the broker or nominee does not have discretionary voting power on a particular matter) the shares will be counted as present and entitled to vote for purposes of determining the presence of a quorum. With respect to the election of Trustees and ratification of independent accountants, withheld authority, abstentions and broker non-votes have no effect on the outcome of the voting. Further information concerning the Fund is contained in its most recent Annual Report to shareholders, which is obtainable free of charge by writing the Adviser at One Financial Center, Boston, MA 02110 or by calling 1-800-426-3750. 1. Election of Five Trustees. Messrs. Birnbaum, Grinnell, Ireland, Mayer and Moody (who have each agreed to serve) are proposed for election as Trustees of the Fund, each to serve three years or until a successor is elected. The Board of Trustees consists of Ms. Collins and Messrs. Birnbaum, Bleasdale, Grinnell, Ireland, Lowry, Mayer, Moody, Neuhauser, Shinn, Sullivan and Weeks. The Board is divided into the following three classes, each with a three year term expiring in the year indicated (assuming the persons listed above are elected at the Meeting): 1998 1999 2000 ---- ---- ---- Mr. Bleasdale Ms. Collins Mr. Birnbaum Mr. Lowry Mr. Sullivan Mr. Grinnell Mr. Neuhauser Mr. Weeks Mr. Ireland Mr. Shinn Mr. Mayer Mr. Moody The following table sets forth certain information about the Board of Trustees:
Shares Beneficially Owned and Percent of Fund at Name Trustee March 3, (Age) since Principal Occupation (1) and Directorships 1997 (2) Robert J. Birnbaum 1995 Retired (formerly Special Counsel, Dechert ---- (69) Price & Rhoads--law). Director or Trustee: Colonial Funds, Liberty All-Star Equity Fund, Liberty All Star Growth Fund, Inc. (formerly The Charles Allmon Trust, Inc.), The Emerging Germany Fund. Tom Bleasdale 1989 Retired (formerly Chairman of the Board and ---- (66) Chief Executive Officer, Shore Bank & Trust Company--banking). Director or Trustee: Colonial Funds, The Empire Company. Lora S. Collins 1992 Attorney (law) (formerly Attorney, with ---- (61) Kramer, Levin, Naftalis, Nessen, Kamin & Frankel--law). Trustee: Colonial Funds. James E. Grinnell 1995 Private Investor. Director or Trustee: ---- (67) Colonial Funds, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc. (formerly The Charles Allmon Trust, Inc.). William D. Ireland, Jr. Retired. Trustee: Colonial Funds. ---- (73) 1992 Richard W. Lowry 1995 Private Investor. Director or Trustee: ---- (60) Colonial Funds, Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc. (formerly The Charles Allmon Trust, Inc.). William E. Mayer* 1994 Partner, Development Capital LLC ---- (56) (investments) (formerly Dean of the College of Business and Management, University of Maryland--higher education; Dean of the Simon Graduate School of Business, University of Rochester--higher education). Director or Trustee: Colonial Funds, Hambrecht & Quist Incorporated, Chart House Enterprises, Schuller Corp. James L. Moody, Jr. 1989 Chairman of the Board and Director, Hannaford ---- (65) Bros. Co. (food distributor) (formerly Chief Executive Officer, Hannaford Bros. Co.). Director or Trustee: Colonial Funds, Penobscot Shoe Co., Sobeys Inc., UNUM Corporation, IDEXX Laboratories, Staples, Inc. John J. Neuhauser 1992 Dean of the School of Management, Boston ---- (53) College (higher education). Director or Trustee: Colonial Funds, Hyde Athletic Industries, Inc. George L. Shinn 1992 Financial Consultant (formerly Chairman, ---- (74) Chief Executive Officer and Consultant, The First Boston Corporation--holding company). Director or Trustee: Colonial Funds, The New York Times Co. Robert L. Sullivan 1989 Retired Partner, Peat Marwick Main & Co. ---- (69) (management consulting) (formerly self-employed Management Consultant). Trustee: Colonial Funds. Sinclair Weeks, Jr. 1992 Chairman of the Board, Reed & Barton ---- (73) Corporation (metal products). Trustee: Colonial Funds.
* Mr. Mayer is an "interested person," as defined by the Investment Company Act of 1940 (1940 Act) because of his affiliation with Hambrecht & Quist Incorporated (a registered broker-dealer). (1) Except as otherwise noted, each individual has held the office indicated or other offices in the same company for the last five years. (2) On March 3, 1997, the Trustees and officers of the Fund as a group beneficially owned less than 1% of the then outstanding shares of the Fund. In this Proxy Statement, "Colonial Funds" means Colonial Trust I, Colonial Trust II, Colonial Trust III, Colonial Trust IV, Colonial Trust V, Colonial Trust VI, Colonial Trust VII, LFC Utilities Trust, Colonial High Income Municipal Trust, Colonial InterMarket Income Trust I, Colonial Intermediate High Income Fund, Colonial Investment Grade Municipal Trust and Colonial Municipal Income Trust. The following table sets forth certain information about the executive officers of the Fund: Executive Name Officer (Age) Since Office with Fund: Principal Occupation (3) Harold W. Cogger 1993 President of the Fund and of the Colonial (61) Funds (formerly Vice President): Chairman of the Board and Director of the Adviser (formerly President, Chief Executive Officer and Executive Vice President); Chairman of the Board and Director of The Colonial Group, Inc. (TCG) (formerly President and Chief Executive Officer); Executive Vice President and Director of Liberty Financial Companies, Inc. (Liberty Financial); Director or Trustee: Liberty All-Star Equity Fund, Liberty All-Star Growth Fund, Inc. (formerly The Charles Allmon Trust, Inc.), Stein Roe & Farnham Incorporated. Davey S. Scoon 1993 Vice President of the Fund and of the (50) Colonial Funds (formerly Treasurer): Executive Vice President and Director of the Adviser (formerly Senior Vice President and Treasurer); Executive Vice President and Chief Operating Officer of TCG (formerly Vice President - Finance and Administration and Treasurer). Timothy J. Jacoby 1996 Treasurer and Chief Financial Officer of (44) the Fund and of the Colonial Funds: Senior Vice President of the Adviser (formerly Senior Vice President, Fidelity Accounting and Custody Services and Assistant Treasurer to Fidelity Group of Funds--investment management). Peter L. Lydecker 1993 Chief Accounting Officer and Controller of (43) the Fund and of the Colonial Funds (formerly Assistant Controller): Vice President of the Adviser (formerly Assistant Vice President). Arthur O. Stern 1989 Secretary of the Fund and of the Colonial (58) Funds: Director, Executive Vice President, General Counsel, Clerk and Secretary of the Adviser; Executive Vice President Legal and Clerk of TCG (formerly Executive Vice President - Compliance and Vice President - Legal). (3) Except as otherwise noted, each individual has held the office indicated or other offices in the same company for the last five years. Trustee's Compensation, Meetings and Committees The members of the Board of Trustees received the following compensation from the Fund for the fiscal year ended December 31, 1996 and from the Colonial Funds complex for the calendar year ended December 31, 1996, for serving as Trustees(4): Total Compensation Aggregate From Fund And Compensation Fund Complex Paid To From Fund For The The Trustees For The Fiscal Year Ended Calendar Year Ended Trustee December 31, 1996 December 31, 1996(5) - ------- ----------------- -------------------- Robert J. Birnbaum $1,485 $ 92,000 Tom Bleasdale 1,770(6) 104,500(7) Lora S. Collins 1,546 92,000 James E. Grinnell 1,565 93,000 William D. Ireland, Jr. 1,833 109,000 Richard W. Lowry 1,600 95,000 William E. Mayer 1,525 91,000 James L. Moody, Jr. 1,790(8) 106,500(9) John J. Neuhauser 1,594 94,500 George L. Shinn 1,755 105,500 Robert L. Sullivan 1,707 102,000 Sinclair Weeks, Jr. 1,850 110,000 (4) The Fund does not currently provide pension or retirement plan benefits to the Trustees. (5) At December 31, 1996, the Colonial Funds complex consisted of 37 open-end and 5 closed-end management investment company portfolios. (6) Includes $751 payable in later years as deferred compensation. (7) Includes $51,500 payable in later years as deferred compensation. (8) Total compensation of $1,790 will be payable in later years as deferred compensation. (9) Total compensation of $106,500 for the calendar year ended December 31, 1996 will be payable in later years as deferred compensation. The following table sets forth the amount of compensation paid to Messrs. Birnbaum, Grinnell and Lowry in their capacities as Trustees or Directors of the Liberty All-Star Equity Fund and of the Liberty All-Star Growth Fund, Inc. (formerly known as The Charles Allmon Trust, Inc.) (together, Liberty Funds) for service during the calendar year ended December 31, 1996: Total Compensation From Liberty Funds For The Calendar Year Trustee Ended December 31, 1996 (10) - ------- ---------------------------- Robert J. Birnbaum $25,000 James E. Grinnell 25,000 Richard W. Lowry 25,000 (10) At December 31, 1996, the Liberty Funds were advised by Liberty Asset Management Company (LAMCO). LAMCO is an indirect wholly-owned subsidiary of Liberty Financial (an intermediate parent of the Adviser). During the Fund's fiscal year ended December 31, 1996, the Board of Trustees held seven meetings. The Audit Committee of the Colonial Funds, consisting of Messrs. Bleasdale, Ireland, Lowry, Moody, Shinn, Sullivan and Weeks, met four times during the Fund's fiscal year ended December 31, 1996. The Committee recommends to the Trustees the independent accountants to serve as auditors, reviews with the independent accountants the results of the auditing engagement and the internal accounting procedures and controls, and considers the independence of the independent accountants, the range of their audit services and their fees. The Compensation Committee of the Colonial Funds, consisting of Ms. Collins and Messrs. Neuhauser, Sullivan and Weeks, met twice during the Fund's fiscal year ended December 31, 1996. The Committee reviews compensation of the Board of Trustees. The Nominating Committee of the Colonial Funds, consisting of Messrs. Bleasdale, Ireland, Moody and Weeks, did not meet during the Fund's fiscal year ended December 31, 1996. The Committee in its sole discretion recommends to the Trustees nominees for Trustee and for appointments to various committees. The Committee will consider candidates for Trustee recommended by shareholders. Written recommendations with supporting information should be directed to the Committee in care of the Fund. During the Fund's fiscal year ended December 31, 1996, each of the current Trustees, attended more than 75% of the meetings of the Board of Trustees and the committees of which such Trustee is a member. If any of the nominees listed above becomes unavailable for election, the enclosed proxy will be voted for a substitute candidate in the discretion of the proxy holder(s). Required Vote A plurality of the votes cast at the Meeting, if a quorum is represented, is required for the election of each Trustee. Description of the Adviser The Adviser is a wholly-owned subsidiary of TCG which in turn is a wholly-owned subsidiary of Liberty Financial. Liberty Financial is an indirect subsidiary of Liberty Mutual Insurance Company (Liberty Mutual). Liberty Financial is a diversified and integrated asset management organization which provides insurance and investment products to individuals and institutions. Its principal executive offices are located at 600 Atlantic Avenue, 24th Floor, Boston, Massachusetts 02210. Liberty Mutual is an underwriter of workers' compensation insurance and a Massachusetts-chartered mutual property and casualty insurance company. The principal business activities of Liberty Mutual's subsidiaries other than Liberty Financial are property-casualty insurance, insurance services and life insurance (including group life and health insurance products) marketed through its own sales force. Its principal executive offices are located at 175 Berkeley Street, Boston, Massachusetts 02117. Liberty Mutual is deemed to be the controlling entity of the Adviser and its affiliates. 2. Ratification of Independent Accountants. Price Waterhouse LLP was selected as independent accountants for the Fund for the Fund's fiscal year ending December 31, 1997, by unanimous vote of the Trustees, subject to ratification or rejection by the shareholders. Neither Price Waterhouse LLP nor any of its partners has any direct or material indirect financial interest in the Fund. A representative of Price Waterhouse LLP will be available at the Meeting, if requested by a shareholder in writing at least five days before the Meeting, to respond to appropriate questions and make a statement (if the representative desires). Required Vote Ratification requires the affirmative vote of a majority of the shares of the Fund voted at the Meeting. 3. Other Matters and Discretion of Attorneys Named in the Proxy As of the date of this Proxy Statement, only the business mentioned in Items 1 and 2 of the Notice of the Meeting is contemplated to be presented. If any procedural or other matters properly come before the Meeting, the enclosed proxy shall be voted in accordance with the best judgment of the proxy holder(s). The Meeting is to be held at the same time as meetings of the shareholders of Colonial InterMarket Income Trust I and Colonial Investment Grade Municipal Trust. It is anticipated that the meetings will be held simultaneously. In the event that any Fund shareholder at the Meeting objects to the holding of a simultaneous meeting and moves for an adjournment of the meetings so that the Meeting of the Fund may be held separately, the persons named as proxies will vote in favor of such an adjournment. If a quorum of shareholders (a majority of the shares entitled to vote at the Meeting) is not represented at the Meeting or at any adjournment thereof, or, even though a quorum is so represented, if sufficient votes in favor of the Items set forth in the Notice of the Meeting are not received by May 30, 1997, the persons named as proxies may propose one or more adjournments of the Meeting for a period or periods of not more than ninety days in the aggregate and further solicitation of proxies may be made. Any such adjournment may be effected by a majority of the votes properly cast in person or by proxy on the question at the session of the Meeting to be adjourned. The persons named as proxies will vote in favor of such adjournment those proxies which they are entitled to vote in favor of the Items set forth in the Notice of the Meeting. They will vote against any such adjournment those proxies required to be voted against any of such Items. Compliance with Section 16(a) of the Securities Exchange Act of 1934 Section 16(a) of the Securities Exchange Act of 1934, as amended, and Section 30(f) of the 1940 Act, as amended, required the Fund's Board of Trustees and executive officers, persons who own more than ten percent of the Fund's equity securities, the Fund's investment adviser and affiliated persons of the Fund's investment adviser, to file with the Securities and Exchange Commission ("SEC") initial reports of ownership and reports of changes in ownership of the Fund's shares and to furnish the Fund with copies of all Section 16(a) forms they file. Based solely upon a review of copies of such filings that were so furnished to the Fund, the Fund believes that Stephen E. Gibson, a Director and the President and Chief Executive Officer of the Adviser and TCG, filed a late Form 3 (Initial Statement of Beneficial Ownership), on which he reported no holdings of the Fund. Date for Receipt of Shareholder Proposals Proposals of shareholders which are intended to be considered for inclusion in the Fund's proxy statement relating to the 1998 Annual Meeting of Shareholders of the Fund must be received by the Fund at One Financial Center, Boston, Massachusetts, 02111 on or before December 26, 1997. Shareholders are urged to vote, sign and mail their proxies immediately. [THIS PAGE INTENTIONALLY LEFT BLANK.] [THIS PAGE INTENTIONALLY LEFT BLANK.] COLONIAL HIGH INCOME MUNICIPAL TRUST This Proxy is Solicited on Behalf of the Trustees P R O The undersigned shareholder hereby appoints Harold W. Cogger, X Nancy L. Conlin, Michael H. Koonce and Arthur O. Stern, and Y each of them, proxies of the undersigned, with power of substitution, to vote at the Annual Meeting of Shareholders of Colonial High Income Municipal Trust, to be held at Boston, Massachusetts, on Friday, May 30, 1997, and at any adjournments, as follows on the reverse side. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE / X / Please mark votes as in this example. This proxy when properly executed will be voted in the manner directed above and, absent direction will be voted for items 1 and 2 listed below. 1.ELECTION OF FIVE TRUSTEES. (Item 1 of the Notice)
Nominees: Robert J. Birnbaum, . 2. PROPOSAL TO RATIFY THE FOR AGAINST ABSTAIN James E. Grinnell, SELECTION OF / / / / / / William D. Ireland, Jr., INDEPENDENT William E. Mayer, ACCOUNTANTS (Item 2 of James L. Moody, Jr. the Notice) FOR WITHHELD / / / /
3. IN THEIR DISCRETION, UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING. / /_________________________________ For all nominees except as noted MARK HERE above FOR ADDRESS / / CHANGE AND NOTE AT LEFT PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED ENVELOPE. Please sign exactly as name appears hereon. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Signature:___________________ Date:_________________ Signature:___________________ Date:_________________ -----END PRIVACY-ENHANCED MESSAGE-----