<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant / /
Filed by a Party other than the Registrant /X/
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
[NAME OF REGISTRANT]
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
SALOMON BROTHERS HIGH INCOME FUND II INC
------------------------------------------------------------------------
(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)(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:
<PAGE>
SALOMON BROTHERS HIGH INCOME FUND II INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June 28, 1999
To the Stockholders:
The Annual Meeting of Stockholders (the "Meeting") of Salomon Brothers High
Income Fund II Inc (the "Fund") will be held at at the offices of Salomon Smith
Barney Inc, 388 Greenwich Street, 27th Floor, Room 27Y, New York, New York, on
Tuesday, August 10, 1999, at 3:00 p.m., New York time, for the purposes of
considering and voting upon the following:
1. The election of directors (Proposal 1);
2. The ratification of the selection of PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year ending April
30, 2000 (Proposal 2); and
3. Any other business that may properly come before the Meeting.
The close of business on June 14, 1999 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.
<PAGE>
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:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
---------------------------------------- ----------------------------
<S> <C>
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
</TABLE>
<PAGE>
SALOMON BROTHERS HIGH INCOME FUND II INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers High Income Fund II Inc (the "Fund") of
proxies to be used at the Annual Meeting of Stockholders of the Fund to be held
at 388 Greenwich Street, New York, New York, Room 27Y, 27th Floor, on Tuesday,
August 10, 1999 at 3:00 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 June 28, 1999.
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
June 14, 1999 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 June 14, 1999, there were
66,741,750 shares of the Fund's Common Stock outstanding.
In accordance with the Fund's By-Laws, a quorum is constituted by the
presence in person or by proxy of the holders of record of a majority of the
outstanding shares of the Fund's Common Stock entitled to vote at the Meeting.
In the event that a quorum is not present at the Meeting, or in the event that a
quorum is present but sufficient votes to approve any of the proposals are not
received, the persons named as proxies may propose one or more adjournments of
the Meeting to a date not more than 120 days after the original record date to
permit further solicitation of proxies. Any such adjournment will require the
affirmative vote of a majority of those shares represented at the Meeting in
person or by proxy. The persons named as proxies will vote those proxies which
they are entitled to vote FOR or AGAINST any such proposal in their discretion.
A stockholder vote may be taken on one or more of the proposals in this proxy
statement prior to any such adjournment if sufficient votes have been received
for approval.
Salomon Brothers Asset Management Inc ("SBAM"), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser. SBAM is a wholly-owned subsidiary of Salomon Smith Barney
Holdings Inc.
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect two Class I Directors to hold office until
the year 2002 Annual Meeting of Stockholders or thereafter when their respective
successors are elected and qualified. The terms of office of the remaining
Class II and Class III Directors expire at the year 2000 and 2001 Annual Meeting
of Stockholders, respectively or thereafter in each case when their respective
successors are duly elected and qualified. The effect of these staggered terms
is to limit the ability of other entities or persons to acquire control of the
Fund by delaying the replacement of a majority of the Board of Directors.
The persons named in the accompanying form of proxy intend to vote at the
Meeting (unless directed not to vote) FOR the election of the nominees named
below. All of the nominees for election are currently members of the Fund's
Board of Directors and have been previously elected a director by the Fund's
<PAGE>
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 of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
APRIL 30, 1999
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL THE 2002 ANNUAL
MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
Daniel P. Cronin, Member of Audit 1998 52 1,000
Committee; Vice President and General
Counsel, Pfizer International Inc.;
Senior Assistant General Counsel,
Pfizer, Inc.
Jeswald W. Salacuse, Member of Audit 1998 60 200
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law & Diplo-
macy, Tufts University.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
APRIL 30, 1999
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
DIRECTOR SERVING UNTIL THE YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Charles F. Barber, Member of Audit 1998 82 0
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
Dr. Riordan Roett, Member of Audit 1998 60 0
Committee; Professor and Director,
Latin American Studies Program,
Paul H. Nitze School of Advanced
International Studies, Johns Hopkins
University.
DIRECTORS SERVING UNTIL THE YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
CLASS III DIRECTOR
Heath B. McLendon*, Chairman and 1998 65 2,141
President; Managing Director, Salomon
Smith Barney Inc., President and
Director, SSBC Fund Management Inc.
("SSBC") and Travelers Investment
Adviser, Inc.; Chairman of Smith
Barney Strategy Advisers Inc.
</TABLE>
- ------------------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").
(A) The holdings of no director represented more than 1% of the outstanding
shares of the Fund's Common Stock as of April 30, 1999. Each nominee and
director has sole voting and investment power with respect to the listed shares.
Each of the nominees and directors also serve as directors of certain other
U.S.-registered investment companies, as described below. Mr. McLendon also
serves as a director of fifteen other investment companies advised by SBAM,
forty-two investment companies managed and/or administered by SSBC Fund
Management Inc., six investment companies advised by Travelers Investment
Management Company and seven investment companies managed by Travelers Asset
Management International Corporation. Mr. Barber also serves as a
2
<PAGE>
director of fifteen other investment companies advised by SBAM, two other
investment companies advised by Advantage Advisers, Inc. ("Advantage") and two
other investment companies advised by CIBC Oppenheimer Advisors L.L.C. ("CIBC").
Mr. Cronin also serves as a director of six other investment companies advised
by SBAM. Dr. Roett also serves as a director of nine other investment companies
advised by SBAM. Mr. Salacuse also serves as a director of seven other
investment companies advised by SBAM, two other investment companies advised by
CIBC, and one other investment company advised by Value Advisors LLC.
At April 30, 1999, 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 66,447,509 shares, equal to approximately 98% 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:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE SINCE AGE
- ------------------ --------------------------- ------------- ----
<S> <C> <C> <C>
Peter J. Wilby Executive Vice President 1998 40
Thomas K. Flanagan Executive Vice President 1998 44
Beth A. Semmel Executive Vice President 1998 38
Maureen Executive Vice President 1998 34
O'Callaghan
James E. Craige Executive Vice President 1998 31
Lewis E. Daidone Executive Vice President 1998 40
and Treasurer
Christina T. Sydor Secretary 1998 46
</TABLE>
Mr. Wilby has also been a Managing Director of SBAM and Salomon Smith
Barney Inc. ("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.
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 from October 1988 to January 1998. Mr. Craige has been a
Managing Director of SBAM and SSB since December 1998. Prior to December 1998,
he was a Director of SBAM and SSB since January 1998 and a Vice President of
SBAM and SSB from May 1992 to January 1998. Mr. 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 SSBC and Travelers
Investment Advisers, Inc., and is the Senior Vice President, Treasurer and Chief
Financial Officer of its mutual fund complex. Ms. Sydor, Managing Director of
SSB, joined SSB in 1986. She is General Counsel of SSBC and Travelers Investment
Advisers, Inc., and is also Secretary of the investment companies sponsored by
SSB.
The Fund's Audit Committee is composed of Messrs. Barber, Cronin, Salacuse
and Dr. Roett. The principal functions of the Audit Committee are: (i) to
recommend to the Board the appointment of the Fund's independent accountants;
(ii) to review with the independent accountants the scope and anticipated cost
of their audit;
3
<PAGE>
and (iii) to receive and consider a report from the independent accountants
concerning their conduct of the audit, including any comments or recommendations
they might want to make in that connection. This Committee did not hold a
meeting during the fiscal year ended April 30, 1999. The Fund has no nominating
or compensation committees.
During the fiscal year ended April 30, 1999, the Board of Directors met
five 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 during the fiscal year ended April 30,
1999. Certain of the directors listed below are members of the Audit Committee
of the Fund and other committees of certain other investment companies advised
by SBAM, and accordingly, the amounts provided in the table include compensation
for service on such committees. The Fund does not provide any pension or
retirement benefits to directors.
<TABLE>
<CAPTION>
TOTAL COMPENSATION
FROM FUND AND OTHER
AGGREGATE FUNDS
COMPENSATION ADVISED BY SBAM
FROM THE FUND AND ITS AFFILIATES FOR
FOR FISCAL YEAR ENDED CALENDAR YEAR ENDED
NAME OF DIRECTORS 4/30/99 12/31/98
- ---------------------- --------------------- ----------------------
DIRECTORSHIPS(A)
<S> <C> <C>
Charles F. Barber..... $ 7,648 $146,465(16)**
Daniel P. Cronin...... $ 6,948 $ 56,915(7)
Dr. Riordan Roett..... $ 6,948 $ 81,548(10)
Jeswald W. Salacuse... $ 6,948 $ 63,148(8)
</TABLE>
- ------------------
<TABLE>
<S> <C>
(A) The numbers in parentheses indicate the applicable number of investment company directorships held by that
director.
(**) In addition Mr. Barber received $19,250 in deferred compensation from six investment companies advised by an
affiliate of SBAM.
</TABLE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than 10% of the Fund's Common Stock, SBAM, and its directors and
officers, to file reports of ownership and changes in ownership with the
Securities and Exchange Commission and the New York Stock Exchange, Inc. The
Fund believes that all relvant 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" EACH OF THE NOMINEES FOR
DIRECTOR.
4
<PAGE>
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Fund's Board of Directors has selected PricewaterhouseCoopers LLP as
the Fund's independent accountants for the fiscal year ending April 30, 2000.
The appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by PricewaterhouseCoopers LLP that at April 30, 1999,
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of
PricewaterhouseCoopers LLP will be present at the Meeting to answer questions
concerning the audit of the Fund's financial statements and will have an
opportunity to make a statement if he chooses to do so.
REQUIRED VOTE
Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the shares of the Fund's Common Stock present in person or
represented by proxy at a meeting at which a quorum is present. For purposes of
this proposal, abstentions and broker non-votes will not be considered to be
votes cast for the foregoing purpose.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 2000
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than February 28, 2000. Any stockholder
who desires to bring a proposal at the Fund's 2000 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 High Income Fund II Inc, 7 World Trade Center, New York, New
York 10048) during the period from May 12, 2000 to June 11, 2000.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended April 30, 1999, will be 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.
June 28, 1999
5
<PAGE>
PROXY
SALOMON BROTHERS HIGH INCOME FUND II INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Robert A. Vegliante and
Lewis E. Daidone 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 High Income
Fund II Inc. (the "Fund") which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of the Fund to be held at 388 Greenwich Street,
New York, New York on the 27th Floor, on Tuesday, August 10, 1999 at 3:00 p.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.
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
<PAGE>
Please mark
/X/ votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1 AND 2.
1. The election of two Class I directors to the Board of Directors, to hold
office until their successors are duly elected and qualified. Directors are
to serve until 2002 Annual Meeting.
Nominees: Daniel P. Cronin and Jeswald W. Salacuse
FOR WITHHELD
ALL / / / / FROM ALL
NOMINEES NOMINEES
/ /
--------------------------------------
For all nominees except as noted above
2. The ratification of PricewaterhouseCoopers LLP FOR AGAINST ABSTAIN
as the Fund's independent accountants for the / / / / / /
fiscal year ending April 30, 2000.
The proxies are authorized to vote in their discretion on any other business as
may properly come before the meeting or any adjournments thereof.
MARK HERE IF YOU PLAN TO ATTEND THE MEETING / /
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
Please be sure to sign and date this Proxy.
Please sign exactly as your name(s) appear(s) hereon. All holders must sign.
When signing in a fiduciary capacity, please indicate full title as such. If a
corporation or partnership, please sign in full corporate or partnership name by
authorized person.
Signature: ____________________________ Date:___________
Signature: ____________________________ Date:___________
