SCHEDULE 14A INFORMATION
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[X] Filed by the Registrant
[ ] 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)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] 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:
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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 is 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.:
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(3) Filing Party:
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(4) Date Filed:
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SALOMON BROTHERS 2008 WORLDWIDE DOLLAR GOVERNMENT TERM TRUST INC
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
October 17, 2002
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
Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room N, New York,
New York, on Thursday, November 21, 2002 at 9:00 a.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 October 8, 2002 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 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. (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
--------------
(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
----------------------------
(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
----------------
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 (the "Meeting") to be held at Citigroup Center, 153
East 53rd Street, 14th Floor, Conference Room N, New York, New York, on
Thursday, November 21, 2002 at 9:00 a.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 17,
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 October 8, 2002 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 October 8, 2002, there were 34,510,639 shares of the Fund's
common stock outstanding.
In accordance with the Fund's By-Laws, a quorum is normally 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 an indirect wholly-owned subsidiary of Citigroup
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 II Director to hold office until
the year 2005 Annual Meeting of Stockholders and one Class III Director to hold
office until the year 2003 Annual Meeting of Stockholders, or thereafter when
their respective successors are duly elected and qualified. The terms of office
of the remaining Class I and Class III 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. Carol L. Colman and Leslie H. Gelb are currently members of the Fund's
Board of Directors. The Board of Directors considered and nominated R. Jay
Gerken for election as Director. Each of the nominees for election has indicated
that he or she will serve if elected, but if he or she 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. Heath B. McLendon resigned
as Chairman and a Director of the Fund in order to serve as Chairman of the
Equity Research Policy Committee at Salomon Smith Barney Inc.
The following table provides certain information concerning the nominees
for election as Class II and III Directors of the Fund:
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
OVERSEEN BY
POSITION(S) LENGTH OF NOMINEE
HELD WITH TERM PRINCIPAL OCCUPATION(S) (INCLUDING OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE THE FUND SERVED DURING PAST 5 YEARS THE FUND) HELD BY NOMINEE
- --------------------------------- -------------- ----------- ------------------------------ -------------- -------------------------
NON-INTERESTED DIRECTOR NOMINEES
NOMINEE TO SERVE AS CLASS III DIRECTOR UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS
Carol L. Colman Director and Since President, Colman 29 None
Colman Consulting Member of 2002 Consulting.
278 Hawley Road Audit
North Salem, NY 10560 Committee
Age: 56
NOMINEE TO SERVE AS CLASS II DIRECTOR UNTIL THE 2005 ANNUAL MEETING OF STOCKHOLDERS
Leslie H. Gelb Director and Since President, The Council on 32 Britannica.com; Director
The Council on Foreign Relations Member of 2001 Foreign Relations; formerly, of two registered
58 East 68th Street Audit Columnist, Deputy investment companies
New York, NY 10021 Committee Editorial Page Editor and advised by Advantage
Age: 64 Editor, Op-Ed Page, The Advisers, Inc.
New York Times. ("Advantage").
INTERESTED DIRECTOR NOMINEE
NOMINEE TO SERVE AS CLASS II DIRECTOR UNTIL THE 2005 ANNUAL MEETING OF STOCKHOLDERS
R. Jay Gerken* Chief Since Managing Director, 227 None
Salomon Smith Barney Inc. Executive 2002 Salomon Smith Barney Inc.
125 Broad Street Officer ("SSB"); formerly, portfolio
New York, NY 10004 manager, Smith Barney
Age: 51 Growth and Income Fund
(1994-2000) and Smith
Barney Allocation Series
- ----------
* Mr. Gerken is an "interested person" as defined in the Investment Company
Act of 1940, as amended (the "1940 Act"), because he is a Managing
Director of SSB, an affiliate of SBAM, the Fund's investment adviser.
2
The following table provides certain information concerning the remaining
Directors of the Fund:
NUMBER OF
PORTFOLIOS IN
FUND
COMPLEX
OVERSEEN BY
POSITION(S) LENGTH OF DIRECTOR
HELD WITH TERM PRINCIPAL OCCUPATION(S) (INCLUDING OTHER DIRECTORSHIPS
NAME, ADDRESS AND AGE THE FUND SERVED DURING PAST 5 YEARS THE FUND) HELD BY DIRECTOR
- --------------------------------- -------------- ----------- ---------------------------- -------------- -------------------------
NON-INTERESTED DIRECTORS
CLASS I DIRECTORS SERVING UNTIL THE 2004 ANNUAL MEETING OF STOCKHOLDERS
Dr. Riordan Roett Director and Since Professor and Director, 32 The Latin America Equity
The Johns Hopkins University Member of 1995 Latin American Studies Fund, Inc.
1710 Massachusetts Ave., NW Audit Program, Paul H. Nitze
Washington, D.C. 20036 Committee School of Advanced
Age: 63 International Studies, The
Johns Hopkins University.
Jeswald W. Salacuse Director and Since Henry J. Braker 32 Municipal Advantage Fund
Tufts University Member of 1993 Professor of Commercial Inc.; Director of two
The Fletcher School of Law Audit Law and formerly Dean, registered investment
& Diplomacy Committee The Fletcher School of Law companies advised by
Packard Avenue & Diplomacy, Tufts Advantage.
Medford, MA 02155 University.
Age: 64
CLASS III DIRECTOR SERVING UNTIL THE 2003 ANNUAL MEETING OF STOCKHOLDERS
Daniel P. Cronin Director and Since Associate General Counsel, 26 None
Pfizer, Inc. Member of 1993 Pfizer, Inc.
235 East 42nd Street Audit
New York, NY 10017 Committee
Age: 56
The following table provides information concerning the dollar range(1) of
equity securities owned beneficially by each Director and nominee for election
as Director as of December 31, 2001:
DOLLAR RANGE(1) OF EQUITY AGGREGATE DOLLAR RANGE(1) OF EQUITY SECURITIES IN ALL FUNDS
NAME OF DIRECTOR/NOMINEE SECURITIES IN THE FUND OVERSEEN BY DIRECTOR/NOMINEE AND ADVISED BY SBAM
- ---------------------------- --------------------------- ------------------------------------------------------------
NON-INTERESTED DIRECTORS/NOMINEES
Carol L. Colman A E
Daniel P. Cronin C C
Leslie H. Gelb A A
Dr. Riordan Roett A A
Jeswald W. Salacuse B C
INTERESTED DIRECTOR/NOMINEE
R. Jay Gerken B E
- ----------
(1) The dollar ranges are as follows: "A" = None; "B" = $1-$10,000;
"C" = $10,001-$50,000; "D" = $50,001-$100,000; "E" = over $100,000.
3
No Director or nominee for election as Director who is not an "interested
person" of the Fund as defined in the 1940 Act, nor any immediate family member
of such persons, had any interest in SBAM, the Fund's investment adviser, or
any person or entity (other than the Fund) directly or indirectly controlling,
controlled by, or under common control with SBAM as of May 1, 2002.
RESPONSIBILITIES OF THE BOARD OF DIRECTORS
The Board of Directors is responsible for ensuring that the Fund is
managed in the best interest of its stockholders. The Directors oversee the
Fund's business by, among other things, meeting with the Fund's management and
evaluating the performance of the Fund's service providers including SBAM, the
custodian, the transfer agent and the administrator. As part of this process,
the Directors consult with the Fund's independent auditors and with their own
separate independent counsel.
The Board of Directors has four regularly scheduled meetings each year and
additional meetings are scheduled as needed. In addition, the Board has an
Audit Committee and a Nominating Committee which meet periodically during the
year and whose responsibilities are described below.
The Directors regularly review the Fund's financial statements,
performance and market price as well as the quality of the services being
provided to the Fund. As part of this process, the Directors review the Fund's
fees and expenses to determine if they are reasonable and competitive in light
of the services being received and while also ensuring that the Fund continues
to have access to high quality services in the future. Based on these reviews,
the Directors periodically make suggestions to the Fund's management and
monitor to ensure that responsive action is taken. The Directors also monitor
potential conflicts of interest among the Fund, SBAM and its affiliates and
other funds and clients managed by SBAM to ensure that the Fund is managed in a
manner which is in the best interest of the Fund's stockholders.
At October 8, 2002, 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 32,961,103.387 shares, equal to approximately
94.93% 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. Gerken, the current executive officers of the
Fund are:
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
- ---------------------------- ------------------ ------------- ----------------------------------------
Peter J. Wilby President Since 2002 Managing Director of SSB and SBAM since
Salomon Smith Barney Inc. January 1996.
388 Greenwich Street Executive Vice 1993-2002
New York, NY 10013 President
Age: 43
4
POSITION(S) HELD LENGTH OF PRINCIPAL OCCUPATION(S)
NAME, ADDRESS AND AGE WITH FUND TIME SERVED DURING PAST 5 YEARS
- ------------------------------- ----------------- ------------- ---------------------------------------------
Lewis E. Daidone Executive Vice Since 2002 Managing Director of SSB; Chief Financial
Salomon Smith Barney Inc. President and Officer of the Smith Barney Mutual Funds;
125 Broad Street, 11th Floor Chief Director and Senior Vice President of Smith
New York, NY 10004 Administrative Barney Fund Management LLC ("SBFM") and
Age: 44 Officer Travelers Investment Adviser, Inc. ("TIA").
Executive Vice 1998-2002
President and
Treasurer
Irving P. David Chief Financial Since July Director of SSB.
Salomon Smith Barney Inc. Officer and 2002
125 Broad Street, 10th Floor Treasurer
New York, NY 10004
Age: 41 Controller May-July
2002
James E. Craige Executive Vice Since 1996 Managing Director of SSB and SBAM since
Salomon Smith Barney Inc. President December 1998; Director of SSB and SBAM
388 Greenwich Street since January 1998 and Vice President of SSB
New York, NY 10013 and SBAM from May 1992 to January 1998.
Age: 34
Thomas K. Flanagan Executive Vice Since 1994 Managing Director of SSB and SBAM since
Salomon Smith Barney Inc. President December 1998; Prior to December 1998,
388 Greenwich Street Director of SSB and SBAM.
New York, NY 10013
Age: 49
Roger M. Lavan Executive Vice Since 1996 Managing Director of SSB and SBAM.
Salomon Smith Barney Inc. President
388 Greenwich Street
New York, NY 10013
Age: 38
Frances M. Guggino Controller Since 2002 Vice President, Citigroup Asset Management.
Salomon Smith Barney Inc.
125 Broad Street, 10th Floor
New York, NY 10004
Age: 40
Christina T. Sydor Secretary Since 1998 Managing Director of SSB; General Counsel
Salomon Smith Barney Inc. and Secretary of SBFM and TIA.
300 First Stamford Place
Stamford, CT 06902
Age: 51
The Fund's Audit Committee is composed of all of the 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 Fund's Audit Committee is composed of
Ms. Colman, Messrs. Cronin, Gelb and 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 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 three times during the
fiscal year ended July 31, 2002. The Fund adopted an Audit Committee Charter at
a meeting held on May 23, 2000.
5
The Nominating Committee, the principal function of which is to select and
nominate candidates for election as Directors who are not "interested persons"
of the Fund, SBAM or its affiliates within the meaning of the 1940 Act, is
currently composed of Ms. Colman, Messrs. Cronin, Gelb and Salacuse and
Dr. Roett. Only Directors who are not "interested persons" of the Fund are
members of the Nominating Committee. The Nominating Committee will consider
nominees recommended by a stockholder when a vacancy becomes available.
Stockholders who wish to recommend a nominee should send nominations to the
Fund's Secretary. The Nominating Committee met once during the Fund's fiscal
year ended July 31, 2002.
REPORT OF THE AUDIT COMMITTEE
In connection with a meeting of the Audit Committee on September 25, 2002,
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) previously 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 that the audited financial statements be included in the Fund's
annual report for the Fund's fiscal year ended July 31, 2002.
ADDITIONAL MATTERS
During the fiscal year ended July 31, 2002, the Board of Directors held
four regular meetings. Each director (other than Ms. Colman who became a
Director of the Fund on May 3, 2002) attended at least 75% of the aggregate
number of meetings of the Board and the committees for which he or she was
eligible.
A representative of PwC will be available by telephone at the Meeting to
answer appropriate questions and will have an opportunity to make a statement
if he or she chooses to do so.
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 from the Fund to each Director during the fiscal year
ended July 31, 2002 and the total compensation paid to each Director for the
calendar year ended December 31, 2001. Each of the Directors listed below is a
member 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. In addition, no
remuneration was paid during the fiscal year ended July 31, 2002 by the Fund to
Mr. Gerken, who is an "interested person" as defined in the 1940 Act.
6
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 7/31/02 12/31/01
- ----------------- ----------------------- -----------------------
DIRECTORSHIPS(A)
Carol L. Colman ............. $ 0* $ 46,625(7)
Daniel P. Cronin ............ $ 7,100 $ 53,200(7)
Leslie H. Gelb .............. $ 3,900** $ 51,700(10)
Dr. Riordan Roett ........... $ 7,100 $ 83,600(10)
Jeswald W. Salacuse ......... $ 3,900 $ 83,600(10)
- ----------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that Director.
* Ms. Colman became a Director of the Fund on May 3, 2002.
** 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 the Fund's Directors and officers, 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 ("SEC") and the New York Stock Exchange,
Inc. Such persons are required by SEC regulations to furnish the Fund with
copies of all such filings. Based solely upon its review of the copies of such
filings received by it and representations by such persons, the Fund believes
that, for the fiscal year ended July 31, 2002, all filing requirements
applicable to such persons were complied with except that timely filings were
not made for Dr. Riordan Roett on Form 3, Jeswald Salacuse on Form 3, Thomas
Flanagan on Form 3, Roger Lavan on Form 3, Ross Margolies on Form 3, Virgil
Cumming on Form 3, Wendy Murdock on Form 3, Jeffrey Scott on Form 3, Mark
Kleinman on Form 3 and William Arnold on Form 3. However, during the fiscal
year ended July 31, 2002, no purchases or sales were made by any of the
foregoing people and they have each subsequently filed Form 3s.
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 UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE
NOMINEES FOR DIRECTOR.
FEES PAID TO INDEPENDENT ACCOUNTANTS
AUDIT FEES. The fees for the annual audit of the Fund's financial
statements by PricewaterhouseCoopers LLP ("PwC") for the fiscal year ended July
31, 2002 were $55,000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES. There were
no 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, 2002.
7
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, 2002 were $15,000. The Fund's
Audit Committee 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 2003
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than June 19, 2003. 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 2008 Worldwide Dollar Government Term Trust Inc, 300 First Stamford
Place, 4th Floor, Stamford, CT 06902) during the period from August 23, 2003 to
September 22, 2003.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended July 31, 2002, 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.
October 17, 2002
8
SALOMON BROTHERS 2008 WORLDWIDE
DOLLAR GOVERNMENT TERM TRUST INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Christina T. Sydor, Robert A. Vegliante and
William J. Renahan, 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
Citigroup Center, 153 East 53rd Street, 14th Floor, Conference Room N, New York,
New York on Thursday, November 21, 2002, at 9:00 a.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 21, 2002
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 Nominee (Class III) to serve
listed at right Authority to vote until the year 2003 Annual
(except as marked for all Nominees Meeting of Stockholders:
to the contrary) listed at right (1) Carol L. Colman
[ ] [ ] Nominees (Class II) to serve
until the year 2005 Annual
Meeting of Stockholders:
(2) Leslie H. Gelb
(3) R. Jay Gerken
(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__________, 2002
SIGNATURE____________________________________ DATE__________, 2002
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.