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):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i) (4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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:
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(4) Date Filed:
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SALOMON BROTHERS WORLDWIDE INCOME FUND INC
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 14, 2002
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers
Worldwide Income Fund Inc (the "Fund") will be held at the offices of Salomon
Brothers Asset Management Inc, 388 Greenwich Street, 26th Floor, Conference
Room H, New York, New York, on Thursday, February 21, 2002 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 December 28, 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 WORLDWIDE INCOME FUND 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 Worldwide Income Fund Inc (the "Fund")
of proxies to be used at the Annual Meeting of Stockholders of the Fund to be
held at the offices of Salomon Smith Barney Inc., 388 Greenwich Street, 26th
Floor, Conference Room H, New York, New York, on Thursday, February 21, 2002
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 January 14, 2002. 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 December 28, 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 December 28, 2001, there were 12,817,256 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 388 Greenwich Street, New York, New York 10013, 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 2005 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 2004 and 2003
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 with the exception of Leslie H. Gelb 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
OCTOBER 31, 2001
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DIRECTOR
NOMINEES AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
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NOMINEES TO SERVE UNTIL THE YEAR 2005 ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
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.
Leslie H. Gelb, Member of Audit Committee; President, The Council on 2001 64 0
Foreign Relations; formerly, Columnist, Deputy Editor and Editor,
Op-Ed Page, The New York Times.
The following table provides information concerning the remaining
Directors of the Fund:
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
OCTOBER 31, 2001
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DIRECTOR
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
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DIRECTORS SERVING UNTIL THE 2004 ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTORS
Daniel P. Cronin, Member of Audit Committee; Associate General 1993 55 1,000
Counsel, Pfizer, Inc.
Dr. Riordan Roett, Member of Audit Committee; Professor and 1995 63 0
Director, Latin American Studies Program, Paul H. Nitze School of
Advanced International Studies, Johns Hopkins University.
DIRECTORS SERVING UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTOR
Heath B. McLendon*, Chairman and President; Managing Director, 1998 68 373
Salomon Smith Barney Inc. ("SSB"), President and Director, Smith
Barney Fund Management LLC ("SBFM") and Travelers Investment
Adviser, 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 October 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., ("PIMCO"), two other registered
investment companies advised by Advantage Advisers, Inc. ("Advantage") and
one other registered investment company advised by CIBC Oppenheimer Advisers,
LLC ("CIBC Advisers"). Mr. Gelb also serves as a director for six investment
companies co-advised by PIMCO and SBAM, four other investment companies
advised by SBAM, two other investment companies advised by Advantage and one
other registered investment company advised by CIBC Advisers and TDA Capital
Partners.
At October 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 11,849,961 shares, equal to
approximately 92% 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
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Peter J. Wilby Executive Vice President 1993 43
Thomas K. Flanagan Executive Vice President 1994 48
James E. Craige Executive Vice President 1996 34
Beth A. Semmel Executive Vice President 1996 40
Maureen O'Callaghan Executive Vice President 1996 36
Executive Vice President
Lewis E. Daidone and Treasurer 1998 44
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. Ms. Semmel has been a Managing
Director of SBAM and SSB since 1998. Prior to December 1998, she was a
Director of SBAM and SSB since January 1996. From May 1993 to January 1996,
she was a Vice President of SBAM and SSB. Ms. O'Callaghan has also been a
Director of SBAM and SSB since January 1998 and a Vice President with SBAM
and SSB since October 1988. Mr. Daidone has served as Managing Director of
SSB since 1990. He is Director
3
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
joined SSB in 1986 and is currently a Managing Director. 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 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 October 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 held on December 21, 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
October 31, 2001. The Fund's Audit Committee currently is composed of Messrs.
Cronin, Salacuse and Gelb and Dr. Roett.
A representative of PwC is expected to be present at the Meeting. He or
she will have the opportunity to make a statement and is expected to be
available to respond to appropriate questions.
During the fiscal year ended October 31, 2001, the Board of Directors met
5 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 October 31, 2001 and the total compensation paid
to each Director by the Fund and other funds advised by SBAM and its
affiliates 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.
4
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 10/31/01 12/31/00
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DIRECTORSHIPS(A)
Daniel P. Cronin ... $8,500 $57,109(7)
Leslie H. Gelb....... $ 0* $44,600(4)
Dr. Riordan Roett .. $8,500 $82,900(10)
Jeswald W. Salacuse $8,500 $77,900(10)
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(A) The numbers in parentheses indicate the applicable number of
directorships held by that Director for investment companies advised by
SBAM and its affiliates.
* Mr. Gelb became a Director of the Fund on November 14, 2001.
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 October 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 October 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 October 31, 2001 were
$271,000. The Audit Committee of the Fund has determined that provision of
these non-audit services is compatible with maintaining the independence of
PwC.
5
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
2003 must be received by the Fund for inclusion in the Fund's proxy statement
and proxy relating to that meeting no later than September 16, 2002. Any
stockholder who desires to bring a proposal at the Fund's 2003 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 Worldwide Income Fund Inc, 125 Broad Street, New York,
New York 10004 during the period from November 23, 2002 to December 23, 2002.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended October 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.
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.
January 14, 2002
6
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SALOMON BROTHERS WORLDWIDE
INCOME FUND INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Lewis E. Daidone, Robert
A. Vegliante and Harris Goldblat, 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
the offices of Salomon Brothers Asset Management Inc. 388 Greenwich Street, 26th
Floor, Conference Room H, New York, New York on Thursday, February 21, 2002, 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.
Please refer to the Proxy Statement for a discussion of the Proposals.
(continued on reverse side)
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PLEASE DATE, SIGN AND MAIL YOUR
PROXY CARD BACK AS SOON AS POSSIBLE!
ANNUAL MEETING OF STOCKHOLDERS
SALOMON BROTHERS WORLDWIDE
INCOME FUND INC
FEBRUARY 21, 2002
Please Detach and Mail in the Envelope Provided
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--- Please mark your
A X votes as in this
--- example
WITHHOLD
FOR Authority to vote
Nominees for the nominees
listed at right listed at right
1. ELECTION ------- ------- NOMINEES: 2. Any other business that may properly come before
OF Jeswald W. Salacuse the meeting.
DIRECTORS ------- ------- Leslie M. Gelb -----
(INSTRUCTION: To withhold authority to vote for any
individual nominee, write the name of the nominee 3. I will be attending the meeting.
on the line below.) -----
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Please Complete, Sign and Date hereon and Mail in
Accompanying Postpaid Envelope.
SIGNATURE DATE ,2002 SIGNATURE DATE , 2002
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IF JOINTLY HELD
NOTE: Please sign this proxy exactly as your name appears on the 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.
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