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 WORLDWIDE INCOME FUND INC
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/ / No fee required
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Section 22(a)(2) of Schedule 16A
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(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 0-11 (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
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:
SALOMON BROTHERS WORLDWIDE INCOME FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 22, 1997
To the Stockholders:
The Annual Meeting of Stockholders of Salomon Brothers Worldwide Income
Fund Inc (the 'Fund') will be held at 7 World Trade Center, New York, New York,
in the 2nd Floor Auditorium, on Tuesday, February 25, 1997, at 10:00 a.m., for
the purposes of considering and voting upon the following:
1. The election of directors (Proposal 1);
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending October 31,
1997 (Proposal 2); and
3. Any other business that may properly come before the meeting.
The close of business on January 3, 1997 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
Annual Meeting.
By Order of the Board of Directors,
Jennifer G. Muzzey
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 WORLDWIDE INCOME FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
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PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers Worldwide Income Fund 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, New York, New York in the 2nd Floor Auditorium, on
Tuesday, February 25, 1997 at 10:00 a.m. (and at any adjournment or adjournments
thereof) for the purposes set forth in the accompanying Notice of Annual Meeting
of Stockholders (the 'Meeting'). This proxy statement and the accompanying form
of proxy are first being mailed to stockholders on or about January 22, 1997.
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
January 3, 1997 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 January 3, 1997, there were 12,657,133
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.
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 two Class II Directors to hold office until
the year 2000 Annual Meeting of Stockholders, or thereafter when their
respective successors are elected and qualified. The terms of office of the
remaining Class III and Class I Directors expire at the Annual Meetings of
Stockholders in 1998 and 1999, 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 nominees named
below. Each of the nominees for election currently is a member of the Fund's
Board of Directors and has been previously elected a director by the Fund's
stockholders. Each nominee has indicated that he will serve if elected, but if
any 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 each nominee for
election as a director:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
NOVEMBER 30, 1996
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
NOMINEES TO SERVE UNTIL THE YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Charles F. Barber, Member of Audit 1993 79 1,000
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
Thomas W. Brock*, Chairman, Chief 1995 49 1,063
Executive Officer and Managing
Director, Salomon Brothers Asset
Management Inc; Managing Director and
Member of the Operating Committee of
Salomon Brothers Inc.
The following table provides information concerning the remaining directors
of the Fund:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
NOVEMBER 30, 1996
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
DIRECTORS SERVING UNTIL 1999 ANNUAL
MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
Allan C. Hamilton, formerly Vice 1993 75 1,000
President and Treasurer, Exxon
Corporation.
Jeswald W. Salacuse, Member of Audit 1993 58 200
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law & Diplo-
macy, Tufts University.
DIRECTORS SERVING UNTIL 1998 ANNUAL
MEETING OF STOCKHOLDERS
CLASS III DIRECTORS
Michael S. Hyland*, Chairman and 1993 51 1,500
President; President and Managing
Director, Salomon Brothers Asset
Management Inc and Managing Director,
Salomon Brothers Inc.
Daniel P. Cronin, Member of Audit 1993 51 1,000
Committee; Vice President and General
Counsel, Pfizer International Inc.;
Senior Assistant General Counsel,
Pfizer, Inc.
Riordan Roett, Member of the Audit 1995(B) 57 -0-
Committee; Professor and Director,
Latin American Studies Program, Paul
H. Nitze School of Advanced
International Studies, Johns Hopkins
University.
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940, as
amended (the '1940 Act').
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.
(B) Mr. Roett also served as a director of the Fund from February 1994
through June 1994.
2
Each of the nominees and directors also serves as a director of certain
other U.S.-registered investment companies. Messrs. Hyland and Barber serve as
directors for thirteen other investment companies advised by SBAM. Mr. Barber
also serves as a director for two other investment companies advised by
Advantage Advisers, Inc. Mr. Hamilton also serves as a director for four other
investment companies advised by SBAM. Mr. Cronin also serves as a director for
four other investment companies advised by SBAM. Messrs. Salacuse and Roett also
serve as directors for six other investment companies advised by SBAM, Mr. Brock
also serves as a director for five other investment companies advised by SBAM,
and Mr. Salacuse also serves as a director of three other investment companies
advised by Advantage Advisers, Inc.
At November 30, 1996, 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 11,389,602 shares, equal to approximately 89.9% of
the outstanding shares of the Fund's Common Stock.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, SBAM, and SBAM's
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.
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 chosen and
qualified. In addition to Mr. Hyland, the present executive officers of the Fund
are:
OFFICER
NAME OFFICE SINCE AGE
- ------------------ --------------------------- ------------- ----
Peter J. Wilby Executive Vice President 1993 37
Thomas K. Flanagan Executive Vice President 1994 42
Beth Semmel Executive Vice President 1996 36
Maureen O'Callaghan Executive Vice President 1996 32
James E. Craige Executive Vice President 1996 28
Lawrence H. Kaplan Executive Vice President 1995 40
and General Counsel
Alan M. Mandel Treasurer 1995 39
Jennifer G. Muzzey Secretary 1997 37
Mr. Wilby has also been a Managing Director of SBAM and Salomon Brothers
Inc ('SBI') since January 1996. Prior to January 1996, he was a Director of SBAM
and SBI. Mr. Flanagan has also been a Director of SBAM and SBI since July 1991.
Ms. Semmel has also been a Director of SBAM and SBI since January 1996. From May
1993 to January 1996, she was a Vice President of SBAM and SBI. From January
1989 to May 1993, Ms. Semmel was a Vice President at Morgan Stanley Asset
Management. Ms. O'Callaghan has also been a Vice President with SBAM and SBI
since October 1988. Mr. Craige has also been a Vice President of SBAM and SBI
since May 1992. From October 1990 to May 1992, Mr. Craige was an Associate with
Shearson Lehman Advisors, Inc. Mr. Kaplan has also been a Vice President and
Chief Counsel of SBAM and a Vice President of SBI since May 1995. Prior to May
1995, he was Senior Vice President and General Counsel of Kidder Peabody Asset
Management, Inc. and a Senior Vice President of Kidder, Peabody & Co.
Incorporated. Mr. Mandel has
3
been a Vice President of SBAM and SBI since January 1995. From October 1991
through December 1994 he was Vice President and Chief Financial Officer of
Hyperion Capital Management Inc. and prior to October 1991, he was Vice
President of Mitchell Hutchins Asset Management Inc. Ms. Muzzey has also been an
employee of SBAM since June 1994 and was Assistant Vice President of SunAmerica
Asset Management Corporation prior to June 1994.
The Fund's Audit Committee is composed of Messrs. Barber, Cronin, Salacuse
and 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 met
once during the fiscal year ended October 31, 1996. The Fund has no nominating
or compensation committees.
The Fund's Pricing Committee is composed of Michael S. Hyland and any one
of the Directors who is not an 'interested person,' as defined in the 1940 Act.
Such committee did not meet during the fiscal year ended October 31, 1996.
During the fiscal year ended October 31, 1996, the Board of Directors met
five times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible, except for
Mr. Cronin.
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 during the twelve-month period ended
October 31, 1996. 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. Please note that the Fund does not
provide any pension or retirement benefits to directors. In addition, no
remuneration was paid during the fiscal year ended October 31, 1996, by the Fund
to Messrs. Brock and Hyland who, as employees of SBAM, are 'interested persons,'
as defined in the 1940 Act.
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM OTHER FUNDS
NAME OF DIRECTORS FROM THE FUND ADVISED BY SBAM TOTAL COMPENSATION
- ---------------------- ------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A)
Charles F. Barber..... $7,900 $101,500(13) $109,400(14)
Daniel P. Cronin...... $6,500 $ 21,150(4) $ 27,650(5)
Allan C. Hamilton..... $7,800 $ 34,000(4) $ 41,800(5)
Riordan Roett......... $7,900 $ 49,650(6) $ 57,550(7)
Jeswald W. Salacuse... $7,900 $ 49,650(6) $ 57,550(7)
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
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' EACH OF THE NOMINEES FOR
DIRECTOR.
4
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending October 31, 1997.
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 Price Waterhouse LLP that at October 31, 1996,
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of Price Waterhouse LLP will be
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 Price Waterhouse 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 1998
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 9, 1997.
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 INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended October 31, 1996, 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 1-800-SALOMON.
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.
January 22, 1997
5
SALOMON BROTHERS WORLDWIDE INCOME FUND INC
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel,
Robert J. Leonard and Jennifer G. Muzzey, 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 Worldwide Income Fund 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, New York, New York on the 2nd Floor, on Tuesday,
February 25, 1997, at 10:00 a.m., New York time, 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 NOMINEES AS DIRECTORS AND FOR PROPOSAL 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(CONTINUED ON REVERSE SIDE)
A /X/ Please mark your
votes as in this
example.
FOR ALL WITHHOLD
Nominees listed at right Authority to vote
(except as marked to for all nominees
the contrary below.) listed at right
1. Election of
Directors. / / / /
Nominees: Class II:
Thomas W. Brock
Charles F. Barber
INSTRUCTION. To withhold the authority to vote for any
individual nominee(s) write the name of that nominee(s)
on the line below:
_______________________________________________________
FOR AGAINST ABSTAIN
2. The ratification of the selection of Price / / / / / /
Waterhouse LLP as independent accountants
of the Fund for the fiscal year ending
October 31, 1997.
3. Any other business that may properly come before the meeting.
I will be attending the meeting. / /
PLEASE COMPLETE, SIGN AND DATE HEREON AND
MAIL IN ACCOMPANYING POSTPAID ENVELOPE.
SIGNATURE __________________ DATE _______ _________________________ DATE _______
SIGNATURE IF HELD JOINTLY
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.