SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Salomon Brothers 2008 Worldwide Dollar Government Term Trust Inc
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and O-11.
(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 O-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
-------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
O-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:
-------------------------------------------------------------------
SALOMON BROTHERS 2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 26, 2000
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
2008 Worldwide Dollar Government Term Trust Inc (the "Fund") will be held at 7
World Trade Center, New York, New York, in the Downtown Conference Center, on
Tuesday, November 7, 2000, at 3:30 p.m., New York time, for the purposes of
considering and voting upon the following:
1. The election of directors (Proposal 1);
2. The ratification of the selection of PricewaterhouseCoopers
LLP as the independent accountants of the Fund for the fiscal year
ending July 31, 2001 (Proposal 2); and
3. Any other business that may properly come before the
Meeting.
The close of business on September 11, 2000 has been fixed as the
record date for the determination of stockholders entitled to notice of and to
vote at the Meeting.
By Order of the Board of Directors,
Christina T. Sydor
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND RETURN
IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW SMALL YOUR
HOLDINGS MAY BE.
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 card should be indicated unless it is reflected in the
form of registration. For example:
REGISTRATION VALID SIGNATURE
------------ ---------------
CORPORATE ACCOUNTS
----------------------------------------
(1) ABC Corp. .......................... ABC Corp.
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
----------------------------------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------------------
(1) John B. Smith, Cust. ............... John B. Smith
f/b/o John B. Smith, Jr.
UGMA
(2) John B. Smith ...................... John B. Smith, Jr., Executor
SALOMON BROTHERS 2008 WORLDWIDE DOLLAR
GOVERNMENT TERM TRUST INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by
the Board of Directors of Salomon Brothers 2008 Worldwide Dollar Government Term
Trust Inc (the "Fund") of proxies to be used at the Annual Meeting of
Stockholders of the Fund to be held at 7 World Trade Center, in the Downtown
Conference Center, New York, New York, on Tuesday, November 7, 2000 at 3:30 p.m.
New York time (and at any adjournment or adjournments thereof) for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders. This
proxy statement and the accompanying form of proxy are first being mailed to
stockholders on or about September 26, 2000. Stockholders who execute proxies
retain the right to revoke them in person at the Meeting or by written notice
received by the Secretary of the Fund at any time before they are voted.
Unrevoked proxies will be voted in accordance with the specifications thereon
and, unless specified to the contrary, will be voted FOR the election of
directors and FOR proposal 2. The close of business on September 11, 2000 has
been fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting. Each stockholder is entitled to one vote
for each full share and an appropriate fraction of a vote for each fractional
share held. On September 11, 2000, there were 34,510,639 shares of the Fund's
Common Stock outstanding.
In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's Common Stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that a
quorum is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to a date not more than 120 days after the original record date to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies which
they are entitled to vote FOR or AGAINST any such proposal in their discretion.
A stockholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval.
Salomon Brothers Asset Management Inc ("SBAM"), whose principal
business address is 7 World Trade Center, New York, New York 10048, is the
Fund's investment adviser. SBAM is a wholly-owned subsidiary of Salomon Smith
Barney Holdings Inc.
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect one Class III Director to hold office until
the year 2003 Annual Meeting of Stockholders or thereafter when their respective
successors are elected and qualified. The terms of office of the remaining Class
II and Class I Directors expire at the year 2002 and 2001 Annual Meeting of
Stockholders, respectively or thereafter in each case when their respective
successors are duly elected and qualified. The effect of these staggered terms
is to limit the ability of other entities or persons to acquire control of the
Fund by delaying the replacement of a majority of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at
the Meeting (unless directed not to vote) FOR the election of the nominee named
below. The nominee for election is currently a member of the Fund's Board of
Directors and has been previously elected a director by the Fund's stockholders.
The nominee has indicated that he will serve if elected, but if the nominee
should be unable to serve, the proxy will be voted for any other person
determined by the persons named in the proxy in accordance with their judgment.
The following table provides information concerning the nominee for
election as a director of the Fund:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
JULY 31, 2000
NOMINEE AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
NOMINEE TO SERVE UNTIL THE 2003 ANNUAL
MEETING OF STOCKHOLDERS
CLASS III DIRECTOR
Daniel P. Cronin, Member of Audit 1998 54 1,000
Committee; Vice President and General
Counsel, Pfizer International Inc.;
Senior Assistant General Counsel,
Pfizer, Inc.
The following table provides information concerning the remaining directors
of the Fund:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
JULY 31, 2000
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
DIRECTORS SERVING UNTIL THE YEAR 2002
ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Heath B. McLendon*, Chairman and 1998 67 915
President; Managing Director, Salomon
Smith Barney Inc. ("SSB"), President
and Director, SSB Citi Fund
Management LLC ("SSB Citi") and
Travelers Investment Adviser, Inc.
Charles F. Barber, Member of Audit 1998 83 0
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
DIRECTORS SERVING UNTIL THE YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTOR
Dr. Riordan Roett, Member of Audit 1998 62 0
Committee; Professor and Director,
Latin American Studies Program,
Paul H. Nitze School of Advanced
International Studies, Johns Hopkins
University.
Jeswald W. Salacuse, Member of Audit 1998 62 200
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law & Diplo-
macy, Tufts University.
- ------------------
* "Interested person" as defined in the Investment Company Act of 1940,
as amended (the "1940 Act").
(A) The holdings of no director represented more than 1% of the
outstanding shares of the Fund's Common Stock as of July 31, 2000. Each nominee
and director has sole voting and investment power with respect to the listed
shares.
Each of the nominees and directors also serve as directors of certain
other U.S.-registered investment companies, as described below. Mr. McLendon
also serves as a director of fifteen other investment companies advised by SBAM,
forty-three investment companies managed and/or administered by SSB Citi, six
investment companies advised by Travelers Investment Management Company, seven
investment companies managed by Travelers Asset Management International
Corporation and six investment companies managed by Citibank. Mr. Barber also
serves as a director of fifteen other investment companies advised by SBAM, two
2
other investment companies advised by Advantage Advisers, Inc. ("Advantage") and
three other investment companies advised by CIBC Oppenheimer Advisors L.L.C.
("CIBC"). Mr. Cronin also serves as a director of six other investment companies
advised by SBAM. Dr. Roett also serves as a director of nine other investment
companies advised by SBAM. Mr. Salacuse also serves as a director of nine other
investment companies advised by SBAM, two other investment companies advised by
CIBC and one other investment company advised by PIMCO Advisors LLC.
At July 31, 2000, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Common Stock.
To the knowledge of the Fund's management, no person owned of record, or owned
beneficially, more than 5% of the Fund's outstanding shares of Common Stock at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 32,386,596 shares, equal to approximately 94% of
the outstanding shares of the Fund's Common Stock.
The Fund's executive officers are chosen each year at the meeting of
the Board of Directors of the Fund immediately following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are duly elected and
qualified. In addition to Mr. McLendon, the present executive officers of the
Fund are:
OFFICER
NAME OFFICE SINCE AGE
- ------------------ --------------------------- ------------- ----
Peter J. Wilby Executive Vice President 1993 41
Thomas K. Flanagan Executive Vice President 1994 47
James E. Craige Executive Vice President 1996 33
Roger M. Lavan Executive Vice President 1996 37
Lewis E. Daidone Executive Vice President 1998 43
and Treasurer
Christina T. Sydor Secretary 1998 49
Mr. Wilby has also been a Managing Director of SBAM and SSB since
January 1996. Prior to January 1996, he was a Director of SBAM and SSB. Mr.
Flanagan has been a Managing Director of SBAM and SSB since December 1998. Prior
to December 1998, he was a Director of SBAM and SSB. Mr. Craige has been a
Managing Director of SBAM and SSB since December 1998. Prior to December 1998,
he was a Director of SBAM and SSB since January 1998 and a Vice President of
SBAM and SSB from May 1992 to January 1998. Mr. Lavan has been a Director of
SBAM and SSB since January 1996 and Vice President of SBAM and SSB since May
1990. Mr. Daidone and Ms. Sydor also serve as Managing Directors of SSB. Mr.
Daidone has served as Managing Director of SSB since 1990. He is Director and
Senior Vice President of SSB Citi and Travelers Investment Advisers, Inc., and
is the Senior Vice President, Treasurer and Chief Financial Officer of its
mutual fund complex. Ms. Sydor, Managing Director of SSB, joined SSB in 1986.
She is General Counsel of SSB Citi and Travelers Investment Advisers, Inc., and
is also Secretary of the investment companies sponsored by SSB.
The Fund's Audit Committee is composed of Messrs. Barber, Cronin,
Salacuse and Dr. Roett. The principal functions of the Audit Committee are: (i)
to recommend to the Board the appointment of the Fund's independent accountants;
(ii) to review with the independent accountants the scope and anticipated cost
of their audit; and (iii) to receive and consider a report from the independent
accountants concerning their conduct of the audit, including any comments or
recommendations they might want to make in that connection. This Committee did
not meet during the fiscal year ended July 31, 2000. The Fund has no nominating
or compensation committees.
3
During the fiscal year ended July 31, 2000, the Board of Directors met
four times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committees for which he was eligible.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to the directors by the Fund, as well as by the various other investment
companies advised by SBAM. The following table provides information concerning
the compensation paid to each director from the Fund during the fiscal year
ended July 31, 2000 and the total compensation paid to each director for the
calendar year ended December 31, 1999. Certain of the directors listed below are
members of the Audit Committee of the Fund and other committees of certain other
investment companies advised by SBAM, and accordingly, the amounts provided in
the table include compensation for service on such committees. The Fund does not
provide any pension or retirement benefits to directors.
TOTAL COMPENSATION
FROM THE FUND AND
AGGREGATE OTHER FUNDS
COMPENSATION ADVISED BY SBAM
FROM THE FUND AND ITS AFFILIATES FOR
FOR FISCAL YEAR ENDED CALENDAR YEAR ENDED
NAME OF DIRECTORS 7/31/00 12/31/99
---------------------- --------------------- ----------------------
DIRECTORSHIPS(A)
Charles F. Barber..... $ 7,800 $135,100(16)*
Daniel P. Cronin...... $ 7,800 $ 50,200(7)
Dr. Riordan Roett..... $ 7,800 $ 80,300(10)
Jeswald W. Salacuse... $ 7,800 $ 64,600(10)
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
(*) In addition Mr. Barber received $18,375 in deferred compensation from
six investment companies advised by an affiliate of SBAM.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h)
of the 1940 Act in combination require the Fund's directors and officers,
persons who own more than 10% of the Fund's Common Stock, SBAM, and its
directors and officers, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the New York Stock Exchange,
Inc. The Fund believes that all relevant persons have complied with applicable
filing requirements during its most recently completed fiscal year.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders
of shares of the Fund's Common Stock present in person or represented by proxy
at a meeting at which a quorum is present. For purposes of the election of
directors, abstentions and broker non-votes will not be considered votes cast,
and do not affect the plurality vote required for directors.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS," UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE NOMINEE FOR
DIRECTOR.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Fund's Board of Directors has selected PricewaterhouseCoopers LLP
as the Fund's independent accountants for the fiscal year ending July 31, 2001.
The appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by PricewaterhouseCoopers LLP that at July 31, 2000,
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of
4
PricewaterhouseCoopers LLP will be present at the Meeting to answer questions
concerning the audit of the Fund's financial statements and will have an
opportunity to make a statement if he chooses to do so.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as the
Fund's independent accountants requires the affirmative vote of the holders of a
majority of the shares of the Fund's Common Stock present in person or
represented by proxy at a meeting at which a quorum is present. For purposes of
this proposal, abstentions and broker non-votes will not be considered to be
votes cast for the foregoing purpose.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED
PERSONS," UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF
THE SELECTION OF INDEPENDENT ACCOUNTANTS.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2001
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than May 29, 2001. Any stockholder who
desires to bring a proposal at the Fund's 2001 Annual Meeting of Stockholders
without including such proposal in the Fund's proxy statement must deliver
written notice thereof to the Secretary of the Fund (addressed to Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc, 7 World Trade Center,
New York, New York 10048) during the period from August 8, 2001 to September 7,
2001.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended July 31, 2000, is available free of charge by writing to the Fund c/o
Salomon Brothers Asset Management Inc at the address listed on the front cover,
or by calling toll-free 1-888-777-0102.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection
with this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and will be
reimbursed by the Fund for such out-of-pocket expenses.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter
which may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
September 26, 2000
5
SALOMON BROTHERS 2008 WORLDWIDE
DOLLAR GOVERNMENT TERM TRUST INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Lewis E. Daidone and
Robert A. Vegliante, and each of them, attorneys and proxies for the
undersigned, with full power of substitution and revocation to represent the
undersigned and to vote on behalf of the undersigned all shares of Salomon
Brothers 2008 Worldwide Dollar Government Term Trust Inc (the "Fund") which the
undersigned is entitled to vote at the Annual Meeting of Stockholders of the
Fund to be held at 7 World Trade Center, in the Downtown Conference Center, New
York, New York, on Tuesday, November 7, 2000 at 3:30 p.m., and at any
adjournments thereof. The undersigned hereby acknowledges receipt of the Notice
of Meeting and accompanying 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.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR the election
of the nominee as director and FOR proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(CONTINUED ON REVERSE SIDE)
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Stockholders
SALOMON BROTHERS 2008 WORLDWIDE
DOLLAR GOVERNMENT TERM TRUST INC
November 7, 2000
Please Detach and Mail in the Envelope Provided
Please mark your
[X] votes as in this
example
FOR WITHHOLD
The Nominee Authority to vote for the
Listed at right nominee listed at right
ELECTION
OF [ ] [ ] Nominee: Daniel Cronin
DIRECTOR
FOR AGAINST ABSTAIN
2. The ratification of the selection of [ ] [ ] [ ]
PricewaterhouseCoopers LLP as the
independent accountants of the Fund for
the fiscal year ending July 31, 2001.
3. Any other business that may properly come before the meeting.
4. I will be attending the meeting. [ ]
Please Complete, Sign and Date hereon and Mail in Accompanying Postpaid
Envelope.
SIGNATURE_________________ DATE_______ SIGNATURE_________________ DATE_______
IF JOINTLY HELD
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.