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FILE NOS: 2-76639
811-3428
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
HIGH YIELD BOND TRUST
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(Name of Registrant as Specified in Its Charter)
NOT APPLICABLE
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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:
- --------------------------------------------------------------------------------
(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:
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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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(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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HIGH YIELD BOND TRUST
ONE TOWER SQUARE
HARTFORD, CONNECTICUT 06183
NOTICE OF MEETING OF SHAREHOLDERS
March 12, 1997
To the Shareholders:
Notice is hereby given that the Meeting of Shareholders of High Yield Bond
Trust (the "Trust") will be held at its office at One Tower Square, Hartford,
Connecticut, on Monday, April 28, 1997 at 9:00 a.m. for the following purposes:
1. To elect five (5) members of the Board of Trustees, each to serve
until his or her successor is elected and qualifies.
2. To ratify the selection of KPMG Peat Marwick, LLP as independent
auditors of the Trust for the year ending December 31, 1997.
3. To eliminate the fundamental investment restriction concerning
restricted securities, while retaining the limitation on illiquid
securities.
4. To act on any and all other business as may properly come before
the meeting.
The close of business on February 21, 1997 has been fixed as the record
date for the determination of beneficial Shareholders entitled to notice of and
to vote at said meeting.
By order of the Board of Trustees.
LOGO
ERNEST J. WRIGHT, SECRETARY
YOUR VOTE IS VERY IMPORTANT TO US REGARDLESS OF THE NUMBER OF SHARES THAT YOU
OWN. Please complete and return the enclosed proxy card as soon as possible in
the post-paid envelope provided. Your prompt response is appreciated.
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HIGH YIELD BOND TRUST
PROXY STATEMENT FOR A MEETING OF SHAREHOLDERS
TO BE HELD ON MONDAY, APRIL 28, 1997
THE BOARD OF TRUSTEES OF HIGH YIELD BOND TRUST (THE "TRUST") SOLICITS YOUR
PROXY FOR USE AT A MEETING OF SHAREHOLDERS AND AT ANY ADJOURNMENT OF IT. The
meeting will be held at 9:00 a.m. on Monday April 28, 1997, at the office of the
Trust, One Tower Square, Hartford, Connecticut. This proxy material is expected
to be mailed to Shareholders on or about March 12, 1997.
GENERAL
The purpose of Meeting of Shareholders is to elect five (5) members of the
Board of Trustees, to ratify the selection of KPMG Peat Marwick, LLP as
independent accountants of the Trust for the year ending December 31, 1997 and
to eliminate the fundamental investment restriction concerning restricted
securities, while retaining the limitation on illiquid securities.
VOTE BY PROXY
A proxy card is enclosed for use at the meeting. The proxy card may be
revoked at any time before it is voted by sending a written notice of revocation
to the Trust's Secretary or by appearing in person to vote at the meeting. All
proxy cards which are properly executed and received in time and not so revoked
will be voted at the meeting in accordance with the instructions on them, if
any.
COST OF SOLICITATION
The cost of soliciting these proxies will be borne by the Trust. Pursuant
to a Management Agreement that became effective on May 1, 1993, The Travelers
Insurance Company ("Travelers Insurance") reimburses the Trust for the amount by
which the Trust's aggregate annual expenses (including, among other things, the
costs of printing, preparing and mailing special meeting notices and proxy
solicitation materials) exceed 1.25% of the Trust's average net assets for any
fiscal year during which the Management Agreement remains in effect. Travelers
Insurance is located at One Tower Square, Hartford, Connecticut 06183.
SHAREHOLDERS AND THE VOTE
The Trust has one class of Shares representing the entire beneficial
interest of the Trust. Each Share ranks equally with every other outstanding
Share. Shareholders are entitled to one vote for each full Share owned and
fractional votes for fractional Shares. Only beneficial Shareholders of record
at the close of business on February 21, 1997, (the record date) will be
entitled to notice of and to vote at the meeting. On the record date, there were
shares outstanding and entitled to be voted at the meeting. The number
of full and fractional votes, which you as a beneficial Shareholder are entitled
to provide instructions to cast is set forth on the enclosed proxy card.
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Separate accounts which fund variable annuity contracts and variable life
insurance contracts issued by Travelers Insurance and The Travelers Life and
Annuity Company ("Travelers Life and Annuity") were the record owners of all of
the Shares of the Trust. On that same date, no single shareholder or group
beneficially owned more than 5% of the outstanding Shares of the Trust, other
than Travelers Insurance and The Travelers Life and Annuity Company.
This proxy material is being mailed to shareholders, as owners of, or
participants in, variable annuity and variable life contracts who had allocated
amounts to High Yield Bond Trust through certain separate accounts as of the
record date, (i.e. beneficial owners of the Shares). The Shareholders will
direct Travelers Insurance and Travelers Life and Annuity how they wish the
Shares in which they have a beneficial interest to be voted. Travelers Insurance
and Travelers Life and Annuity will vote all Shares held by it as instructed by
the contract owners or participants, and intends to vote all Shares for which no
instructions are received in the same proportion as they vote Shares for which
instructions are received.
VOTE REQUIRED
Approval of the Proposals require the affirmative "vote of a majority of
the outstanding voting securities" of the Trust. Under the Investment Company
Act of 1940 (the "1940 Act"), a "vote of a majority of the outstanding voting
securities" means the affirmative vote of (a) 67% of the outstanding voting
securities represented at the meeting, if more than 50% of the outstanding
voting securities are represented, or (b) more than 50% of the outstanding
voting securities, whichever is less. For purposes of determining the presence
of a quorum for transacting business at the meeting, abstentions will be treated
as shares which are present, but which have not been voted. For this reason,
abstentions will have the effect of a "no" vote for purposes of obtaining the
request.
ANNUAL REPORT
The Trust's Annual Report to Shareholders containing financial statements
for the fiscal year ended December 31, 1996 was mailed to all Shareholders of
record as of December 31, 1996. Copies of the Annual Report may be obtained by
writing to The Travelers Insurance Company, Annuity Services, One Tower Square,
Hartford, Connecticut 06183-5030 free of charge, or by calling 860-277-3525.
1. ELECTION OF THE BOARD OF TRUSTEES
At the meeting, five (5) members of the Board of Trustees are to be elected
to hold office until the next annual meeting and until their successors shall
have been elected and qualify. Unless this authority has been withheld on the
proxy card, it is intended that the proxy card will be voted for the election of
the five nominees named below. If any of the nominees are unable to serve at the
time of the meeting, and there is no reason to believe they will not serve, the
persons named as proxies may vote for any other person or persons as they may
determine at their discretion. The
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following nominees are recommended by the Nominating Committee pursuant to their
meeting held on January 31, 1997.
<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
TRUSTEE PRINCIPAL OCCUPATION 12/31/96
- ------------------- ---------------------------------------------------------- ----------
<C> <S> <C>
Heath B. McLendon* Managing Director (1993-present), Smith Barney Inc. None
Age 63 ("Smith Barney"); Chairman (1993-present), Smith Barney
Member Since 1995 Strategy Advisors, Inc.; President (1994-present), Smith
Barney Mutual Funds Management Inc.; Chairman and Director
of forty-one investment companies associated with Smith
Barney; Chairman, Board of Trustees, Drew University;
Trustee, The East New York Savings Bank; Advisory
Director, First Empire State Corporation; Chairman, Board
of Managers, seven Variable Annuity Separate Accounts of
The Travelers Insurance Company+; Chairman, Board of
Trustees, five Mutual Funds sponsored by The Travelers
Insurance Company++; prior to July 1993, Senior Executive
Vice President of Shearson Lehman Brothers Inc.
Knight Edwards Of Counsel (1988-present), Partner (1956-1988), Edwards & None
Age 73 Angell, Attorneys; Member, Advisory Board (1973-1994),
Member Since 1983 thirty-one mutual funds sponsored by Keystone Group, Inc.;
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Robert E. McGill, Retired manufacturing executive. Director (1983-1995), None
III Executive Vice President (1989-1994) and Senior Vice
Age 65 President, Finance and Administration (1983-1989), The
Member Since 1990 Dexter Corporation (manufacturer of specialty chemicals
and materials); Vice Chairman (1990-1992), Director
(1983-1995), Life Technologies, Inc. (life
science/biotechnology products); Director (1994-present),
The Connecticut Surety Corporation (insurance); Director
(1995-present) CN Bioscience, Inc. (life
science/biotechnology products); Director (1995-present),
Chemfab Corporation (specialty materials manufacturer);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
</TABLE>
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<TABLE>
<CAPTION>
CONTRACTS
NOMINEE FOR OWNED
TRUSTEE PRINCIPAL OCCUPATION 12/31/96
- ------------------- ---------------------------------------------------------- ----------
<C> <S> <C>
Lewis Mandell Dean, College of Business Administration (1995-present), None
Age 54 Marquette University; Professor of Finance (1980-1995) and
Member Since 1990 Associate Dean (1993-1995), School of Business
Administration, and Director, Center for Research and
Development in Financial Services (1980-1995), University
of Connecticut; Director (1992-present), GZA
Geoenvironmental Tech, Inc. (engineering services);
Member, Board of Managers, seven Variable Annuity Separate
Accounts of The Travelers Insurance Company+; Trustee,
five Mutual Funds sponsored by The Travelers Insurance
Company++.
Frances M. Hawk Portfolio Manager (1992-present), HLM Management Company, None
Age 49 Inc. (investment management); Assistant Treasurer, Pen-
Member Since 1991 sions and Benefits Management (1989-1992), United
Technologies Corporation (broad-based designer and
manufacturer of high technology products); Member, Board
of Managers, seven Variable Annuity Separate Accounts of
The Travelers Insurance Company+; Trustee, five Mutual
Funds sponsored by The Travelers Insurance Company++.
</TABLE>
- ---------------
+ These seven Variable Annuity Separate Accounts are: The Travelers Growth and
Income Stock Account for Variable Annuities; The Travelers Quality Bond
Account for Variable Annuities; The Travelers Money Market Account for
Variable Annuities; The Travelers Timed Growth and Income Stock Account for
Variable Annuities; The Travelers Timed Short-Term Bond Account for Variable
Annuities; The Travelers Timed Aggressive Stock Account for Variable
Annuities and The Travelers Timed Bond Account for Variable Annuities.
++ These five Mutual Funds are: Capital Appreciation Fund; Cash Income Trust;
High Yield Bond Trust; Managed Assets Trust and The Travelers Series Trust.
* Mr. McLendon is an "interested person" within the meaning of the 1940 Act by
virtue of his position as Director of Smith Barney, Inc., a wholly owned
subsidiary of Travelers Group Inc. Mr. McLendon also owns shares and options
to purchase shares of Travelers Group Inc., the indirect parent of The
Travelers Insurance Company.
Prior to each annual meeting of Shareholders at which Trustees are to be
elected, or if a vacancy in the Board of Trustees occurs between such meetings,
the Nominating Committee of the Board of Trustees recommends candidates for
nomination as Trustees. The members of the Nominating Committee are those
members of the Board of Trustees not affiliated as employees of Travelers Group
Inc. or its subsidiaries. Currently, these are Knight Edwards, Robert E. McGill,
III, Lewis Mandell and Frances M. Hawk. During the fiscal year ended December
31, 1996, the Nominating Committee held one meeting. The Committee will consider
potential nominees recommended by Shareholders. Any Shareholder desiring to
present a candidate to the Committee
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for consideration should submit the name of the candidate, in writing, to the
Trust's Secretary prior to December 31, 1997.
MEETINGS
There were four meetings of the Board of Trustees during 1996. All members
of the Board of Trustees attended at least 75% of the aggregate of its meetings
and the meetings of the committees of which they were members.
COMPENSATION OF THE BOARD OF TRUSTEES
Members of the Board of Trustees who are also employees of Travelers Group
Inc. or its subsidiaries are not entitled to any fee. Members of the Board of
Trustees who are not affiliated as employees of Travelers Group Inc. or its
subsidiaries receive an aggregate annual retainer of $19,000 for service on the
Boards of the seven Variable Annuity Separate Accounts established by Travelers
Insurance and the five Mutual Funds sponsored by Travelers Insurance. They also
receive an aggregate fee of $2,500 for each meeting of such Boards attended.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust recommends approval of the Proposal to
elect the five (5) members of the Board.
2. RATIFICATION OF THE SELECTION OF INDEPENDENT ACCOUNTANTS
It is proposed that Shareholders ratify the action of the Board of
Trustees, taken on January 31, 1997 by a unanimous vote, cast in person,
including those members of the Board of Trustees who are not interested persons
of the Trust, to select the firm of KPMG Peat Marwick LLP as the independent
accountants of the Trust for the fiscal year ending December 31, 1997. A
representative from KPMG Peat Marwick LLP is expected to be present at the
meeting with the opportunity to make a statement if desired, and is expected to
be available to respond to appropriate questions.
The Trust terminated its audit relationship with its former principal
accountant, Coopers & Lybrand L.L.P. on January 31, 1997. On that same day, KPMG
Peat Marwick LLP was engaged as principal accountant for the Trust. KPMG Peat
Marwick LLP serves as the principal accountant for several other affiliated
mutual funds. A representative of Coopers & Lybrand L.L.P. is expected to be
present at the meeting with the opportunity to make a statement if desired, and
to be available to respond to appropriate questions.
The report by Coopers & Lybrand L.L.P. on the financial statements for
fiscal years ended December 31, 1996 and 1995, did not contain an adverse
opinion or disclaimer of opinion, and was not qualified or modified as to
uncertainty, audit scope, or accounting principles.
The decision to change principal accountants was approved by the Board of
Trustees on January 31, 1997, where it decided to engage KPMG Peat Marwick LLP
as the principal accountant to audit the Trust's financial statements since it
would promote consistency and possible economies of scale among affiliated
mutual funds.
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During the past two years and any subsequent interim period preceding such
termination, there were no disagreements with Coopers & Lybrand L.L.P. on any
matters of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements if not resolved to the
satisfaction of the former accountant, would have caused it to make reference to
the subject matter of disagreement in connection with its report.
Attached as Exhibit A is a letter addressed to the Securities and Exchange
Commission from Coopers & Lybrand L.L.P. stating that Coopers & Lybrand L.L.P.
agrees with the statements set forth above with respect to the change of
principal accountants.
The members of the Trust's Audit Committee consists of those members of the
Board of Trustees not affiliated as employees of Travelers Group Inc. or its
subsidiaries. Currently, these are Knight Edwards, Robert E. McGill, III, Lewis
Mandell and Frances M. Hawk. The Audit Committee reviews the services performed
by the auditors. During the fiscal year ended December 31, 1996, the Audit
Committee held one meeting.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust recommends approval of the Proposal to
ratify the selection of KPMG Peat Marwick LLP as independent accountants.
3. PROPOSAL TO ELIMINATE THE FUNDAMENTAL INVESTMENT RESTRICTION OF THE TRUST
CONCERNING RESTRICTED SECURITIES, WHILE RETAINING THE LIMITATION ON ILLIQUID
SECURITIES.
The Board of Trustees has approved, subject to shareholder vote, an
amendment to the Trust's fundamental investment restrictions which would remove
the limitation on the investment in restricted securities. The Trust's current
fundamental investment restriction concerning restricted securities provides
that:
The [Trust] will not . . . (4) invest more than 10% of its assets
in repurchase agreements maturing in more than seven days and other
securities for which market quotations are not readily available,
including restricted securities.
This fundamental restriction limits investment in all restricted
securities, including "liquid" and "illiquid" restricted securities. Illiquid
securities are assets which may not be sold or disposed of in the ordinary
course of business within seven days at approximately the value at which a
mutual fund has valued the investment. The staff of the Securities and Exchange
Commission takes the position that an investment portfolio must limit
investments in illiquid securities to 15% of the portfolio's assets. (This 1940
Act limitation is intended to insure that a portfolio has sufficient liquid
assets to make timely payment for redeemed shares under normal market
conditions.)
The Board of Trustees believes that the current fundamental investment
restriction set forth above is more restrictive than is necessary. The
restriction encompasses both liquid and illiquid restricted securities. In
addition, Rule 144A offerings, which are restricted securities, have become more
prevalent in the marketplace as a means to finance a company's debt, rather than
a public
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offering. The Trust would like to take greater advantage of purchasing
restricted securities such as Rule 144A offerings.
The Board recommends that Shareholders vote to amend the Trust's
fundamental investment restriction concerning investments in restricted
securities so that it is applicable only to illiquid restricted securities, and
not liquid restricted securities. The Board proposes that Shareholders approve
adopting the proposed fundamental investment restriction set forth below (change
is shown in italics):
The [Trust] will not . . . (4) invest more than 10% of its assets
in repurchase agreements maturing in more than seven days and other
illiquid securities.
As discussed above, the Board of Trustees feels that the proposed
fundamental investment restriction regarding restricted securities would enhance
the Trust's investment flexibility and is in line with current securities market
practice.
CONSIDERATIONS OF THE BOARD OF TRUSTEES
After consideration of the relevant factors, the Board of Trustees of the
Trust has determined that it is appropriate for shareholders to eliminate the
Trust's fundamental investment restrictions to invest in restricted securities.
RECOMMENDATION OF THE BOARD OF TRUSTEES
The Board of Trustees of the Trust recommends approval of the Proposal to
amend the Trust's fundamental investment restriction to enable the Trust to
invest in restricted securities.
4. OTHER BUSINESS
The Board of Trustees knows of no other business to be presented at the
meeting. The proxy card gives the persons named in the proxy the discretion to
vote according to their best judgment if any other business properly comes
before the meeting.
ADDITIONAL INFORMATION
SHAREHOLDER PROPOSALS
The Trust does not have annual or any other regularly scheduled meetings of
Shareholders, and currently has no plans to hold another meeting of Shareholders
of the Trust. All Shareholders proposals to be included in the Proxy Statement
for the next meeting must be received by the Trust's Secretary at One Tower
Square, Hartford, Connecticut 06183 within a reasonable time before the
solicitation is made.
It is suggested that beneficial Shareholders submit their proposals by
Certified Mail -- Return Receipt Requested. The Securities and Exchange
Commission has adopted certain requirements which apply to any proposals of
Shareholders.
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THE INVESTMENT ADVISER
TAMIC, One Tower Square, Hartford, Connecticut, serves as investment
adviser to the Trust pursuant to an Investment Advisory Agreement dated December
30, 1992.
THE TRUST'S ADMINISTRATION
Travelers Insurance, One Tower Square, Hartford, Connecticut 06183, is the
administrator of the Trust. Travelers has entered into a subadministrative
contract with an affiliate, Smith Barney Mutual Funds Management, Inc., to
provide these services to the Trust.
OFFICERS OF THE TRUST
<TABLE>
<CAPTION>
NAME: TITLE POSITION HELD SINCE
----------------------- ----------------------- -----------------------
<S> <C> <C>
Ernest J. Wright Secretary October 21, 1994
Lewis E. Daldone Senior Vice President October 25, 1996
and Treasurer
</TABLE>
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HIGH YIELD BOND TRUST
PROXY STATEMENT
VG-178 1997
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HIGH YIELD BOND TRUST
Proxy for a Special Meeting of Shareholders to be held on April 28, 1997
The undersigned, revoking all proxies heretofore given, hereby appoints Heath B.
McLendon and Robert E. McGill, III, or either one of them, as Proxies, with full
power of substitution, to vote on behalf of the undersigned all shares of High
Yield Bond Trust which the undersigned is entitled to vote at a Special Meeting
of Shareholders to be held at 9:00 a.m. on Monday, April 28, 1997 at One Tower
Square, Hartford, Connecticut, and at any adjournment thereof, in the manner
directed below with respect to the matters described in the Proxy Statement for
the Special Meeting, receipt of which is hereby acknowledged, and in their
discretion, upon such other matters as may properly come before the Special
Meeting or any adjournment thereof.
<TABLE>
<S> <C> <C> <C>
WITHHOLD FOR, except
Please vote by filling in the appropriate box FOR AUTHORITY vote withheld
below, as shown, using blue or black ink all for all for nominees
or dark pencil. Do not use red ink. [ ] nominees nominees listed below
1. Election of the Board of Managers - Nominees: [ ] [ ] [ ]
Heath B. McLendon, Knight Edwards,
Robert E. McGill, III, Lewis Mandell,
and Frances M. Hawk. |_
FOR AGAINST ABSTAIN
2. Ratification of the selection of KPMG [ ] [ ] [ ]
Peat Marwick, L.L.P. as independent accountants
for the fiscal year ending December 31, 1997.
|_ |_ |_
3. To eliminate the fundamental investment
restriction concerning restricted securities,
while retaining the limitation on illiquid
securities. [ ] [ ] [ ]
</TABLE>
In their discretion, the Proxies are authorized to vote on any and all other
business as may properly come before the meeting.
PLEASE DO NOT FORGET TO SIGN THE REVERSE SIDE OF CARD. 202
<PAGE> 13
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES. THE BOARD OF
TRUSTEES RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3. THE SHARES REPRESENTED
HEREBY WILL BE VOTED BY THE PROXIES IN THE MANNER DIRECTED HEREIN BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED
FOR PROPOSALS 1, 2 AND 3.
PLEASE MARK, SIGN, DATE AND RETURN THIS
PROXY CARD PROMPTLY USING THE ENCLOSED
PRE-ADDRESSED, POSTAGE-PAID ENVELOPE.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW.
DATE: ,1997
-----------------------
If signing in a representative capacity (as
attorney, executor or administrator, trustee,
guardian or custodian, corporate officer or
general partner), please indicate such capacity
following signature. Proxies for custodian
accounts must be signed by the named custodian,
not by the minor.
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Signature(s) if held
jointly (Title(s), if required) 202
