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SMITH BARNEY WORLD FUNDS, INC.
Pacific Portfolio
7 World Trade Center
New York, New York 10048
November 20, 2000
Dear Shareholders:
It has recently come to our attention that some of our shareholders did not
initially receive the proper proxy statement for the Special Meeting of
Shareholders originally scheduled to be held on November 22, 2000. In order to
allow shareholders sufficient time to review their proxy materials and record
their vote, the Board of Directors has passed a resolution to postpone the
Special Meeting of Shareholders to December 1, 2000. Please note that for those
shareholders who have previously received the proper proxy statement and
submitted their proxies, such proxies will continue to be deemed valid. If you
need new proxy cards or would like more information, please call 1-888-291-3927.
As previously noted, you are being asked to vote on an Agreement and Plan
of Reorganization whereby all of the assets of the Pacific Portfolio (the
"Fund"), a series of Smith Barney World Funds, Inc. ("World Funds"), would be
transferred in a tax-free reorganization to the Smith Barney International
Aggressive Growth Fund (the "Acquiring Fund"), a series of Smith Barney
Investment Series ("Investment Series") (formerly Concert Investment Series), in
exchange for shares of the corresponding class of shares of beneficial interest
of the Acquiring Fund. If the Agreement and Plan of Reorganization is approved
and consummated, you would no longer be a shareholder of the Fund, but would
become a shareholder of the corresponding class of shares of beneficial interest
of the Acquiring Fund, which has similar investment objectives and policies to
your Fund, except that it is not substantially limited in its investing to
securities of companies in the Asia Pacific region as described in the
Prospectus/Proxy Statement.
AFTER CAREFUL REVIEW, THE MEMBERS OF YOUR FUND'S BOARD HAVE APPROVED THE
PROPOSED REORGANIZATION. THE BOARD MEMBERS OF YOUR FUND CONTINUE TO BELIEVE
THAT THE PROPOSAL SET FORTH IN THE NOTICE OF MEETING FOR YOUR FUND IS IMPORTANT
AND RECOMMEND THAT YOU READ THE PREVIOUSLY DISTRIBUTED MATERIALS CAREFULLY AND
THEN VOTE FOR THE PROPOSAL.
Your vote is important. IF YOU HAVE NOT DONE SO ALREADY, PLEASE TAKE A
MOMENT TO SIGN AND RETURN YOUR PROXY CARD(S) IN THE PREVIOUSLY DISTRIBUTED
POSTAGE-PAID RETURN ENVELOPE. For more information, please call 1-800-451-2010.
If you prefer, you can vote by telephone or through the internet by using the
information located on your proxy card. The Fund may also solicit proxies from
shareholders by letter and/or telephone. Voting by telephone or through the
internet will reduce the time and costs associated with the proxy solicitation.
When the Fund records proxies by telephone or through the internet, it will use
procedures designed to (i) authenticate
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shareholders' identities, (ii) allow shareholders to authorize the voting of
their shares in accordance with their instructions and (iii) confirm that their
instructions have been properly recorded.
Whichever voting method you choose, please read the full text of the
previously distributed Prospectus/Proxy Statement before you vote.
Please note that ADP will bear all costs of this additional mailing. We
apologize for any inconvenience this may have caused you.
Respectfully,
/s/ Heath B. McLendon
Heath B. McLendon
Chairman of the Board, President and Chief Executive Officer
Smith Barney World Funds, Inc.
WE URGE YOU TO SIGN AND RETURN YOUR PROXY CARD(S) IN THE PREVIOUSLY
DISTRIBUTED POSTAGE-PAID ENVELOPE TO ENSURE A QUORUM AT THE MEETING. YOUR VOTE
IS IMPORTANT REGARDLESS OF THE NUMBER OF SHARES YOU OWN.
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SMITH BARNEY WORLD FUNDS, INC.
Pacific Portfolio
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
Please take notice that a Special Meeting of Shareholders (the "Special
Meeting") of Smith Barney World Funds, Inc. ("World Funds"), on behalf of its
series, the Pacific Portfolio (the "Fund"), originally scheduled to be held on
November 22, 2000, will now be held at the offices of SSB Citi Fund Management
LLC, 7 World Trade Center, New York, New York 10048, on December 1, 2000, at
9:00 a.m., Eastern time, for the following purposes:
PROPOSAL 1: To approve an Agreement and Plan of Reorganization for the
Fund;
PROPOSAL 2: To transact such other business as may properly come before
the meeting or any adjournment(s) thereof.
The appointed proxies will vote in their discretion on any other business
as may properly come before the Special Meeting or any adjournments thereof.
Holders of record of shares of the Fund at the close of business on October
13, 2000 are entitled to vote at the Special Meeting and at any adjournments
thereof.
If the necessary quorum to transact business or the vote required to
approve a Proposal is not obtained at the Special Meeting, the persons named as
proxies may propose one or more adjournments of the Special Meeting in
accordance with applicable law to permit further solicitation of proxies. Any
such adjournment as to a matter will require the affirmative vote of the holders
of a majority of the Fund's outstanding shares present in person or by proxy at
the Special Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies which they are entitled to vote in favor of the
Proposal and will vote against any such adjournment those proxies to be voted
against the Proposal. For more information, please call 1-800-451-2010.
By Order of the Board of Directors
Christina T. Sydor
Secretary
November 20, 2000
IMPORTANT -- WE URGE YOU TO SIGN AND DATE THE PREVIOUSLY DISTRIBUTED PROXY
CARD(S) AND RETURN THE CARD(S) IN THE PREVIOUSLY DISTRIBUTED ADDRESSED ENVELOPE
WHICH REQUIRES NO POSTAGE AND IS INTENDED FOR YOUR CONVENIENCE. YOUR PROMPT
RETURN OF THE PROXY CARD(S) MAY SAVE THE NECESSITY AND EXPENSE OF FURTHER
SOLICITATIONS TO ENSURE A QUORUM AT THE SPECIAL MEETING. IF YOU CAN ATTEND THE
SPECIAL MEETING AND WISH TO VOTE YOUR SHARES IN PERSON AT THAT TIME, YOU WILL BE
ABLE TO DO SO.
