SALOMON BROTHERS 2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 9, 2001
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
the offices of Simpson Thacher & Bartlett, 425 Lexington Avenue, 30 Floor, New
York, New York, on Tuesday, November 13, 2001 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); and
2. Any other business that may properly come before the Meeting.
The close of business on September 21, 2001 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
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CORPORATE ACCOUNTS
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(1) ABC Corp. ................................................... ABC Corp. (by John Doe, Treasurer)
(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
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(1) ABC Trust ................................................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee, u/t/d 12/28/78 ........................ Jane B. Doe
CUSTODIAL OR ESTATE ACCOUNTS
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(1) John B. Smith, Cust., f/b/o John B. Smith, Jr. UGMA ......... John B. Smith
(2) John B. Smith ............................................... John B. Smith, Jr., Executor
SALOMON BROTHERS 2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC
125 BROAD STREET
NEW YORK, NEW YORK 10004
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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 the offices of Simpson Thacher &
Bartlett, 425 Lexington Avenue, 30th Floor, New York, New York, on Tuesday,
November 13, 2001 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 October 9, 2001.
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. The close of business on September 21, 2001 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 21, 2001, 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 125 Broad Street, New York, New York 10004, 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 two Class I Directors to hold office until
the year 2004 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 II Directors expire at the year 2003 and 2002
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 nominees named
below. The nominees for election are currently members of the Fund's Board of
Directors and have been previously elected directors by the Fund's
stockholders. The nominees have indicated that they will serve if elected, but
if they 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.
As of April 20, 2001, Charles F. Barber became a Director Emeritus** of the
Fund.
The following table provides information concerning the nominees for
election as Directors of the Fund:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
JULY 31, 2001
DIRECTOR --------------------
NOMINEES AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
----------------------------------------------------------------------- --------- ---- --------------------
NOMINEES TO SERVE UNTIL THE YEAR 2004 ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
Dr. Riordan Roett, Member of Audit Committee; Professor and Director, 1995 62 0
Latin American Studies Program, Paul H. Nitze School of Advanced
International Studies, Johns Hopkins University.
Jeswald W. Salacuse, Member of Audit Committee; Henry J. Braker 1993 63 200
Professor of Commercial Law and formerly Dean, The Fletcher
School of Law & Diplomacy, Tufts University.
The following table provides information concerning the remaining
Directors of the Fund:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
JULY 31, 2001
DIRECTOR --------------------
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
------------------------------------------------------------------- --------- ---- --------------------
DIRECTOR SERVING UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTOR
Daniel P. Cronin, Member of Audit Committee; Associate General 1993 55 1,000
Counsel, Pfizer, Inc.
DIRECTOR SERVING UNTIL THE 2002 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Heath B. McLendon*, Chairman and President; Managing Director, 1998 68 1,016
Salomon Smith Barney Inc. ("SSB"), President and Director, Smith
Barney Fund Management LLC ("SBFM") and Travelers Investment
Adviser, Inc.; Chairman of Smith Barney Strategy Advisers Inc.
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* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
** Upon attainment of age 80, Fund 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 Fund
directors, together with reasonable out-of-pocket expenses for each meeting
attended.
(A) Each Director's holdings represented no more than 1% of the
outstanding shares of the Fund's Common Stock as of July 31, 2001.
Each nominee and director has sole voting and investment power with
respect to the listed shares.
2
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 16 other investment companies advised by SBAM, 43
investment companies managed and/or administered by SBFM, six investment
companies advised by Travelers Investment Management Company ("TIA"), seven
investment companies managed by Travelers Asset Management International
Corporation and 16 investment companies managed by Citi Fund Management Inc.
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, one other registered investment company
advised by PIMCO Advisors L.P., two other registered investment companies
advised by Advantage and one other registered investment company advised by
CIBC Advisers.
At July 31, 2001, 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 32,546,428 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 42
Thomas K. Flanagan Executive Vice President 1994 48
James E. Craige Executive Vice President 1996 33
Roger M. Lavan Executive Vice President 1996 38
Lewis E. Daidone Executive Vice President 1998 43
and Treasurer
Christina T. Sydor Secretary 1998 50
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. He was a Director of
SBAM and SSB from January 1998 to December 1998 and a Vice President of SBAM
and SSB from May 1992 to January 1998. Mr. Lavan has been a Managing Director
of SBAM and SSB since January 2001. He was a Director of SBAM and SSB since
January 1996 and a 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 SBFM and TIA 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 SBFM and TIA and is also
Secretary of many investment companies sponsored by SSB.
The Fund's Audit Committee is composed entirely of Directors who are not
"interested persons" of the Fund, SBAM or their affiliates within the meaning
of the 1940 Act, and who are "independent" as defined in the New
3
York Stock Exchange listing standards. The principal functions of the Audit
Committee are: (i) to recommend to the Board the appointment of the Fund's
independent auditors; (ii) to review with the independent auditors the scope
and anticipated cost of their audit; and (iii) to receive and consider a report
from the independent auditors 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 July 31, 2001. The Fund
has no nominating or compensation committees. The Fund adopted an Audit
Committee Charter at a meeting held on May 23, 2000.
REPORT OF THE AUDIT COMMITTEE
Pursuant to a meeting of the Audit Committee on September 26, 2001, the
Audit Committee reports that it has: (i) reviewed and discussed the Fund's
audited financial statements with management; (ii) discussed with
PricewaterhouseCoopers LLP ("PwC"), the independent auditors to the Fund, the
matters (such as the quality of the Fund's accounting principals and internal
controls) required to be discussed by Statement on Auditing Standards No. 61;
and (iii) received written confirmation from PwC that it is independent and
written disclosures regarding such independence as required by Independence
Standards Board Standard No. 1, and discussed with PwC the auditors'
independence. Based on the review and discussions referred to in items (i)
through (iii) above, the Audit Committee recommended to the Board of Directors
(and the Board has approved) that the audited financial statements be included
in the Fund's annual report for the Fund's fiscal year ended July 31, 2001. The
Fund's Audit Committee is composed of Messrs. Cronin and Salacuse and Dr.
Roett.
During the fiscal year ended July 31, 2001, 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, 2001 and the total compensation paid to each director for the
calendar year ended December 31, 2000. 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 7/31/01 12/31/00
----------------------------------- ----------------------- -----------------------
DIRECTORSHIPS(A)
Daniel P. Cronin ............ $8,500 $ 57,109(7)
Dr. Riordan Roett ........... $8,500 $ 82,900(10)
Jeswald W. Salacuse ......... $8,500 $ 77,900(10)
----------
(A) The numbers in parentheses indicate the applicable number of
directorships held by that director for investment companies advised
by SBAM and its affiliates.
4
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 directors and officers of the Fund, persons
who own more than 10% of the Fund's Common Stock and 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. 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 NOMINEES FOR
DIRECTORS.
FEES PAID TO INDEPENDENT ACCOUNTANTS
AUDIT FEES. The fees for the annual audit of the Fund's financial
statements by PwC for the fiscal year ended July 31, 2001 were $50,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. The
aggregate fees billed for financial information systems design and
implementation services rendered by PwC to the Fund, SBAM and entities
controlled by or affiliated with SBAM that provide services to the Fund for the
fiscal year ended July 31, 2001 were $0. The Audit Committee of the Fund has
determined that provision of these services is compatible with maintaining the
independence of PwC.
ALL OTHER FEES. The aggregate fees billed for all other non-audit
services, including fees for tax-related services, rendered by PwC to the Fund,
SBAM and entities controlled by or affiliated with SBAM that provide services
to the Fund for the fiscal year ended July 31, 2001 were $3,000. The Audit
Committee of the Fund has determined that provision of these non-audit services
is compatible with maintaining the independence of PwC.
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 2002
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than July 17, 2002. Any stockholder who
desires to bring a proposal at the Fund's 2002 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, 125 Broad Street, New
York, New York 10004 during the period from August 14, 2002 to September 13,
2002.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended July 31, 2001, 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.
5
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.
October 9, 2001
6
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 the offices of Simpson Thacher & Bartlett, 425 Lexington
Avenue, 30th Floor, New York, New York on Tuesday, November 13, 2001, 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 NOMINEES AS DIRECTORS.
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 13, 2001
Please Detach and Mail in the Envelope Provided
A [X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
1. ELECTION OF DIRECTORS
FOR Nominees WITHHOLD
listed at right Authority to vote
(except as marked for all nominees
to the contrary) listed at right NOMINEES: Riordan Roett
Jeswald W. Salacuse
[ ] [ ]
(INSTRUCTION: To withhold authority to vote for any individual nominee, write
the name of the nominee(s) on the line below.)
--------------------------------------------------------------------------------
2. Any other business that may properly come before the meeting.
3. I will be attending the meeting. [ ]
PLEASE COMPLETE, SIGN AND DATE HEREON AND MAIL IN ACCOMPANYING POSTPAID
ENVELOPE.
SIGNATURE____________________________________ DATE__________, 2001
SIGNATURE____________________________________ DATE__________, 2001
If Jointly Held
NOTE: Please sign this proxy 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.