THE HIGH YIELD PLUS FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
--------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
--------------
To our Stockholders:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of The High Yield Plus Fund, Inc. ("Fund") will be held on August 24,
2000 at 10:30 a.m. at Gateway Center Three, 100 Mulberry Street, Newark, New
Jersey 07102 for the following purposes:
(1) To elect one director to serve until 2002 and two directors to serve
until 2003;
(2) To ratify the selection of PricewaterhouseCoopers LLP as independent
public accountants of the Fund for the fiscal year ending March 31,
2001; and
(3) To consider and act upon any other business as may properly come
before the Annual Meeting or any adjournment thereof.
Only holders of common stock of record at the close of business on May 24,
2000 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
By order of the Board of Directors,
/s/ ARTHUR J. BROWN
-------------------
ARTHUR J. BROWN
Secretary
Dated: June 5, 2000
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN.
PLEASE RETURN YOUR PROXY CARD PROMPTLY.
STOCKHOLDERS ARE INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. ANY
STOCKHOLDER WHO DOES NOT EXPECT TO ATTEND THE ANNUAL MEETING IS URGED TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED FORM OF PROXY, DATE AND SIGN IT,
AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE
UNITED STATES.
TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION, WE ASK
YOUR COOPERATION IN MAILING YOUR PROXY PROMPTLY, NO MATTER HOW LARGE OR SMALL
YOUR HOLDINGS MAY BE.
--------------------------------------------------------------------------------
<PAGE>
THE HIGH YIELD PLUS FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
--------------
PROXY STATEMENT
--------------
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 24, 2000
INTRODUCTION
This Proxy Statement is furnished to the stockholders of The High Yield
Plus Fund, Inc. ("Fund") by the Board of Directors of the Fund in connection
with the solicitation of stockholder votes by proxy ("Proxies") to be voted at
the Annual Meeting of Stockholders ("Meeting") to be held on August 24, 2000 at
10:30 a.m. at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey
07102. The matters to be acted upon at the Meeting are set forth in the
accompanying Notice of Annual Meeting.
If the enclosed form of Proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the Proxy. A Proxy may nevertheless be revoked at any time prior
to its use by written notification received by the Fund, by the execution of a
later dated Proxy or by attending the Meeting and voting in person. However, if
no instructions are specified on a Proxy, shares will be voted "FOR" the
election of the nominees for director, "FOR" the ratification of the selection
of the named independent accountants and "FOR" or "AGAINST" any other matters
acted upon at the Meeting in the discretion of the persons named as proxies.
The close of business on May 24, 2000 has been fixed as the record date for
the determination of stockholders entitled to notice of and to vote at the
Meeting. On that date, the Fund had 15,290,904 shares of common stock
outstanding and entitled to vote. Each share will be entitled to one vote at the
Meeting. It is expected that the Notice of Annual Meeting, Proxy Statement and
form of Proxy first will be mailed to stockholders on or about June 9, 2000.
The solicitation is made primarily by the mailing of this Proxy Statement
and the accompanying Proxy. Supplementary solicitations may be made, without
cost to the Fund, by mail, telephone, telegraph or in person by regular
employees of Prudential Investments Fund Management LLC, the Fund's
Administrator ( "Administrator") or the Administrator's affiliate, Prudential
Securities Incorporated ("Prudential Securities"). All expenses in connection
with preparing this Proxy Statement and its enclosures, and additional
solicitation expenses including reimbursement of brokerage firms and others for
their expenses in forwarding proxy solicitation material to the beneficial
owners of shares, will be borne by the Fund. In addition, the Fund may retain
Shareholder Communications Corporation, a proxy solicitation firm, at a cost of
approximately $7,500 to solicit stockholders on behalf of the Fund.
The presence at the Meeting, in person or by proxy, of stockholders
entitled to cast a majority of the shares outstanding is required for a quorum.
In the event that a quorum is present at the Meeting but sufficient votes to
approve one or more of the proposed items are not received, the persons named as
proxies may propose one or
1
<PAGE>
more adjournments of such Meeting to permit further solicitation of Proxies with
respect to those items. Any such adjournments will require the affirmative vote
of a majority of those shares present at the Meeting or represented by proxy. In
such case, the persons named as proxies will vote those Proxies which they are
entitled to vote for any such item in favor of such an adjournment, and will
vote those Proxies required to be voted against any such item against any such
adjournment. A stockholder vote may be taken on one or more of the items in this
Proxy Statement prior to any such adjournment if sufficient votes have been
received and it is otherwise appropriate.
Broker non-votes are shares held in street name for which the broker
indicates that instructions have not been received from the beneficial owners or
other persons entitled to vote and with respect to which the broker does not
have discretionary voting authority. Abstentions and broker non-votes will be
counted as shares present for purposes of determining whether a quorum is
present but will not be voted for or against any adjournment. Accordingly,
abstentions and broker non-votes effectively will be a vote against adjournment
or against any proposal where the required vote is a percentage of the shares
present. Abstentions and broker non-votes, however, will have no effect on
proposals where the required vote is a set percentage of the Fund's outstanding
shares.
Management does not know of any person or group who owned beneficially 5%
or more of the Fund's outstanding common stock on the record date.
STOCKHOLDERS MAY OBTAIN A COPY OF THE FUND'S MOST RECENT ANNUAL REPORT BY
CALLING EQUISERVE, L.P. TOLL-FREE AT (800) 451-6788.
ELECTION OF DIRECTORS
PROPOSAL NO. 1
The Board of Directors is divided into three classes with each class
serving for a term of three years and until their successors are elected and
qualified. The classification of the Fund's directors helps to promote the
continuity and stability of the Fund's management and policies because the
majority of the directors at any given time will have prior experience as
directors of the Fund. At least two stockholder meetings, instead of one, are
required to effect a change in a majority of the directors, except in the event
of vacancies resulting from removal for cause or other reasons, in which case
the remaining directors may fill the vacancies so created.
The current Class III director, Mr. Mooney, has a term expiring in 2000.
The Board voted to nominate Mr. Mooney to another term as Class III director. At
its May 2000 meeting, the Board of Directors also voted unanimously to expand
its membership by one member (from four directors to five) and nominated Mr.
Clay T. Whitehead for election to the Board as a second Class III director at
the Meeting. The increase in the size of the Board and the nomination of Mr.
Whitehead as nominee to serve as a director are designed to enhance the
effective governance of the Fund. The Board believes that Mr. Whitehead 's
significant experience as an independent director of registered investment
companies and extensive business experience will benefit the Fund and its
stockholders.
Finally, the Board of Directors is asking stockholders to elect an
incumbent Class II director, Mr. LaBlanc, at the Meeting. In December 1999, the
Board voted unanimously to expand its membership by one (from three directors to
four) and to appoint Mr. LaBlanc to fill the vacancy so created. Although Mr.
LaBlanc's term does not expire until 2002, the Board believes that Fund
stockholders should have the opportunity to consider the election of Mr. LaBlanc
at the Meeting. Mr. LaBlanc also has significant experience serving as an
independent director of registered investment companies and in business. The
Fund's other Class II director, Mr. Dorsey, was elected by stockholders at the
1999 annual meeting and, thus, has not been nominated for election at the
Meeting.
2
<PAGE>
It is the intention of the persons named in the enclosed form of Proxy to
vote in favor of the election of Messrs. LaBlanc, Mooney and Whitehead as
nominees for director. Messrs. LaBlanc, Mooney and Whitehead have consented to
be named in this Proxy Statement and to serve as directors if elected. The Board
of Directors has no reason to believe that a nominee will become unavailable for
election as a director, but if that should occur before the Meeting, the Proxies
will be voted for such other nominee as the Board of Directors may recommend.
None of the directors is related to one another. The following tables set
forth certain information regarding each of the directors of the Fund. Unless
otherwise noted, each of the directors has engaged in the principal occupation
listed in the following table for five years or more.
INFORMATION REGARDING NOMINEES
FOR ELECTION AT 2000 ANNUAL MEETING
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND MAY 24, 2000(a)
-------------------------------------------------- ---------------------- ---------------
CLASS III (TERM EXPIRING IN 2003, IF ELECTED)
<S> <C> <C>
*Thomas T. Mooney (58), Director (since 1988). President of the Greater President, Treasurer 3,555
Rochester Metro Chamber of Commerce (since 1976); former Rochester and Director
City Manager (during 1973); Trustee of Center for Governmental
Research, Inc.; Director of Blue Cross of Rochester, Executive Service
Corps of Rochester, Monroe County Water Authority, Monroe County
Industrial Development Corporation, Prudential Distressed Securities
Fund, Inc., Prudential Diversified Bond Fund, Inc., Prudential Emerging
Growth Fund, Inc., Prudential Equity Fund, Inc., Prudential Global
Limited Maturity Fund, Inc., Prudential Government Income Fund, Inc.,
Prudential High Yield Fund, Inc., Prudential High Yield Total Return
Fund, Inc., Prudential Intermediate Global Income Fund, Inc.,
Prudential International Bond Fund, Inc., The Prudential Investment
Portfolios, Inc., Prudential National Municipals Fund, Inc., Prudential
Sector Funds, Inc., Prudential Small-Cap Quantum Fund, Inc., Prudential
Small Company Value Fund, Inc., Prudential Structured Maturity Fund,
Inc., Prudential Global Total Return Fund, Inc., Global Utility Fund,
Inc., The High Yield Income Fund, Inc.; President, Director and
Treasurer of First Financial Fund, Inc.; Trustee of Prudential 20/20
Focus Fund, Prudential Balanced Fund, Prudential California Municipal
Fund, Prudential Diversified Funds, Prudential Equity Income Fund,
Prudential Government Securities Trust, Prudential Index Series Fund,
Prudential Mid-Cap Value Fund, Prudential Municipal Bond Fund,
Prudential Municipal Series Fund, Prudential Real Estate Securities
Fund, Prudential Tax-Managed Equity Fund, Strategic Partners Series,
Target Funds and The Target Portfolio Trust.
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND MAY 24, 2000(a)
-------------------------------------------------- ---------------------- ---------------
CLASS III (TERM EXPIRING IN 2003, IF ELECTED) (CONTINUED)
<S> <C> <C>
Clay T. Whitehead (61), President of Clay Whitehead Associates Nominee 0
(telecommunications) (since 1987) and National Exchange Inc. (new
business development firm) (since May 1983); Director of GTC Telecom,
Inc. (telecommunications), Crosswalk.com, Prudential Distressed
Securities Fund, Inc., Prudential Emerging Growth Fund, Inc., Global
Utility Fund, Inc., Prudential Equity Fund, Inc., Prudential Europe
Growth Fund, Inc., Prudential Global Genesis Fund, Inc., Prudential
Global Limited Maturity Fund, Inc., Prudential Global Total Return
Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential Intermediate Global Income Fund, Inc., Prudential
International Bond Fund, Inc., Prudential MoneyMart Assets, Inc.,
Prudential Natural Resources Fund, Inc., Prudential Pacific Growth
Fund, Inc., Prudential Sector Funds, Inc., Prudential Small-Cap Quantum
Fund, Inc., Prudential Small Company Value Fund, Inc., Prudential
Special Money Market Fund, Inc., Prudential Tax-Free Money Fund, Inc.,
Prudential World Fund, Inc. and The Prudential Investment Portfolios,
Inc.; Trustee of Cash Accumulation Trust, Command Government Fund,
Command Money Fund, Command Tax-Free Fund, Prudential Balanced Fund,
Prudential Developing Markets Fund, Prudential Diversified Funds,
Prudential Equity Income Fund, Prudential Index Series Fund, Prudential
Mid-Cap Value Fund, Prudential Real Estate Securities Fund, Prudential
Tax-Managed Equity Fund, Prudential 20/20 Focus Fund, Strategic
Partners Series and Target Funds.
CLASS II (TERM EXPIRING IN 2002)
Robert E. LaBlanc (66), Director (since 1999). President of Robert E. Director 0
LaBlanc Associates, Inc. (telecommunications) (since 1981); formerly
Vice Chairman of Continental Telecom, Inc. (1979-1981); formerly
General Partner at Salomon Brothers (1969-1979); Director of Salient 3
Communications, Inc. (telecommunications), Storage Technology, Inc.
(computer equipment), Titan Corporation (electronics), The Tribune
Company (media), Chartered Semiconductor Manufacturing, Ltd.
(semiconductors), Global Utility Fund, Inc., First Financial Fund,
Inc., Prudential Europe Growth Fund, Inc., Prudential Global Genesis
Fund, Inc., Prudential Institutional Liquidity Portfolio, Inc.,
Prudential MoneyMart Assets, Inc., Prudential Natural Resources Fund,
Inc., Prudential Pacific Growth Fund, Inc., Prudential Special Money
Market Fund, Inc., Prudential Tax-Free Money Fund, Inc. and Prudential
World Fund, Inc.; Trustee of Cash Accumulation Trust, Command
Government Fund, Command Money Fund, Command Tax-Free Fund, Prudential
Developing Markets Fund, Prudential Diversified Funds, Strategic
Partners Series, Target Funds and Manhattan College.
</TABLE>
4
<PAGE>
INFORMATION REGARDING DIRECTORS
WHOSECURRENTTERMSCONTINUE
<TABLE>
<CAPTION>
SHARES OF
COMMON STOCK
NAME, AGE, BUSINESS EXPERIENCE OWNED ON
DURING THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS POSITION WITH THE FUND MAY 24, 2000(a)
-------------------------------------------------- ---------------------- ---------------
CLASS I (TERM EXPIRING IN 2001)
<S> <C> <C>
Eugene C. Dorsey (73), Director (since 1996). Retired President, Chief Director 0
Executive Officer and Trustee, Gannett Foundation (now Freedom Forum)
(1981-1989); former publisher, four Gannett newspapers and Vice
President of Gannett Co. Inc., (1978-1981); past Chairman, Independent
Sector, Washington, D.C. (national coalition of philanthropic
organizations) (1989-1992); former Chairman of the American Council for
the Arts; former Director, Advisory Board of Chase Manhattan Bank of
Rochester; Director, First Financial Fund, Inc., Global Utility Fund,
Inc., Prudential Diversified Bond Fund, Inc., Prudential Government
Income Fund, Inc., Prudential High Yield Fund, Inc., Prudential High
Yield Total Return Fund, Inc., Prudential National Municipals Fund,
Inc., Prudential Structured Maturity Fund, Inc.; Trustee, Strategic
Partners Series, The Target Portfolio Trust, Target Funds, Prudential
Municipal Bond Fund, Prudential Diversified Funds, Prudential
Government Securities Trust, Prudential Municipal Series Fund and
Prudential California Municipal Fund.
CLASS II (TERM EXPIRING IN 2002)
Douglas H. McCorkindale (61), Director (since 1996). President and Director 0
CEO of Gannett Co, Inc. (publishing and media) (since January 2000);
previously President of Gannett Co. (1997-1999) and Vice Chairman
(1984-1997) of Gannett Co., Inc.; Director of Gannett Co., Inc., Global
Crossing Limited (telecommunications), Continental Airlines, Inc.,
Mutual Insurance Company, Ltd., First Financial Fund, Inc., Global
Utility Fund, Inc., Prudential Distressed Securities, Inc., Prudential
Global Genesis Fund, Inc., Prudential Global Natural Resources, Inc.,
Prudential Multi-Sector Fund, Inc. and The Global Government Plus Fund,
Inc.; Trustee of Prudential Allocation Fund, Prudential Diversified
Funds, Prudential Equity Income Fund, Prudential Municipal Bond Fund,
Strategic Partners Series, Target Funds and The Target Portfolio
Trust.*
</TABLE>
* Indicates "interested person" of the Fund as defined in the Investment
Company Act of 1940, as amended ("1940 Act"). Mr. Mooney is deemed to be an
"interested person" by reason of his service as an officer of the Fund.
(a) For this purpose, "beneficial ownership" is defined in the regulations under
Section 13(d) of the Securities Exchange Act of 1934 ("1934 Act"). The
information is based on statements furnished by the Administrator and the
nominee.
5
<PAGE>
The directors and officers of the Fund as a group (six persons) owned
beneficially less than 1% of the outstanding shares of the Fund as of May 24,
2000. This includes shares shown with respect to current directors in the tables
above.
Under Section 16(a) of the 1934 Act, Section 30(f) of the 1940 Act and
Securities and Exchange Commission ("SEC") regulations thereunder, the Fund's
officers and directors, persons owning more than 10% of the Fund's common stock
and certain officers and partners of Wellington Management Company, LLP, the
Fund's investment adviser ("Investment Adviser"), are required to report their
transactions in the Fund's common stock to the SEC, the New York Stock Exchange
and the Fund. Based solely on the Fund's review of the copies of such reports
received by it, the Fund believes that, during its fiscal year ended March 31,
2000, all filing requirements applicable to such persons were complied with.
BOARD OF DIRECTORS AND COMMITTEE MEETINGS.
The Board of Directors met five times during the Fund's fiscal year ended
March 31, 2000, and each director during the time he or she served attended at
least 75% of the total number of meetings of the Board and of any committee of
which he or she was a member. The Board of Directors has an Audit Committee
currently composed of Messrs. Dorsey, LaBlanc and McCorkindale. The Audit
Committee reviews with the independent public accountants the plan and results
of the audit engagement and matters having a material effect upon the Fund's
financial operations. The Audit Committee met once during the fiscal year ended
March 31, 2000. The Board of Directors does not have a standing nominating or
compensation committee.
EXECUTIVE OFFICERS OF THE FUND.
The officers of the Fund, other than those shown above who also serve as
directors, are:
Arthur J. Brown (age 51)--Secretary; Partner, Kirkpatrick & Lockhart LLP
(law firm). Kirkpatrick & Lockhart serves as counsel to the Fund.
R. Charles Miller (age 42)--Assistant Secretary; Partner, Kirkpatrick &
Lockhart LLP (law firm). Kirkpatrick & Lockhart serves as counsel to the Fund.
Mr. Brown has held office since February 3, 1988; Mr. Miller has held
office since May 26, 1999. The officers of the Fund are elected annually by the
Board of Directors at its regular meeting immediately preceding the annual
meeting of stockholders.
COMPENSATION OF DIRECTORS.
The table below includes certain information relating to the compensation
of the Fund's directors paid by the Fund for the fiscal year ended March 31,
2000 as well as information regarding compensation from the "Fund Complex," as
defined below, for the calendar year ended December 31, 1999. No additional
compensation is paid to Board members for serving on committees or for attending
meetings. Board members are reimbursed for any expenses incurred in attending
meetings and for other incidental expenses. Annual Board fees may be reviewed
periodically and changed by each Fund's Board.
6
<PAGE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
COMPENSATION TABLE
--------------------------------------------------------------------------------------------
Pension or Total
Retirement Compensation
Benefits Estimated From the
Accrued as Annual Fund and
Aggregate Part of the Benefits the Fund
Compensation Fund's Upon Complex Paid
Name of Director From the Fund Expenses Retirement to Directors
--------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Eugene C. Dorsey+ $3,100 N/A N/A $26,875(5)*
--------------------------------------------------------------------------------------------
Robert E. LaBlanc $3,100 N/A N/A $11,050(5)*
--------------------------------------------------------------------------------------------
Douglas H. McCorkindale $3,100 N/A N/A $26,050(5)*
--------------------------------------------------------------------------------------------
Thomas T. Mooney $3,100 N/A N/A $27,650(5)*
--------------------------------------------------------------------------------------------
Clay T. Whitehead $0 N/A N/A $11,050(5)*
--------------------------------------------------------------------------------------------
</TABLE>
* Parenthetical indicates number of funds (including the Fund) in the Fund
complex, comprised of five investment companies, to which aggregate
compensation relates.
+ All compensation from the Fund and Fund Complex for the calendar year ended
December 31, 1999 represents deferred compensation. Mr. Dorsey received
aggregate compensation for that period from the Fund and the Fund Complex,
including accrued interest, in the amounts of $3,984 and $32,204,
respectively.
Directors must be elected by a vote of a majority of the shares present at
the Meeting in person or by proxy and entitled to vote thereon.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 1.
SELECTION OF INDEPENDENT ACCOUNTANTS
PROPOSAL NO. 2
The Board of Directors, including a majority of those directors who are not
interested persons (as such term is defined in the 1940 Act) of the Fund or the
Investment Adviser ("Independent Directors"), selected PricewaterhouseCoopers
LLP to continue to serve as the independent accountants for the Fund for the
current fiscal year, ending March 31, 2001. Such selection is now subject to
ratification or rejection by stockholders of the Fund. In addition, as required
by the 1940 Act, the vote of the Board of Directors is subject to the right of
the Fund, by the vote of a majority of its outstanding voting securities (as
such term is defined in the 1940 Act), to terminate such engagement without
penalty at any meeting called for the purposes of voting thereon.
PricewaterhouseCoopers LLP currently serves as the Fund's independent
accountants, and has audited the Fund's financial statements for the last
several fiscal years. PricewaterhouseCoopers LLP has informed the Fund that it
has no material direct or indirect financial interest in the Fund. No
representative of PricewaterhouseCoopers LLP is expected to be present at the
Meeting. The Audit Committee will review and approve services provided by the
independent accountants prior to their being rendered, and will report to the
Board of Directors concerning all such services after they have been performed.
An affirmative vote of a majority of the shares present, in person or by
proxy, at the Meeting is required for ratification.
7
<PAGE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
"FOR" PROPOSAL NO. 2.
OTHER MATTERS
No business, other than as set forth above, is expected to come before the
Meeting. Should any other matters requiring a vote of stockholders properly come
before the Meeting, the persons named in the enclosed Proxy will vote thereon in
accordance with their best judgment in the interests of the Fund.
WELLINGTON MANAGEMENT COMPANY, LLP
Wellington Management Company, LLP, 75 State Street, Boston, Massachusetts
02109, is the Fund's Investment Adviser. The Investment Adviser is a
Massachusetts limited liability partnership of which the following persons are
managing partners: Laurie Gabriel, Duncan M. McFarland and John R. Ryan. The
Investment Adviser is a professional investment counseling firm which provides
investment services to investment companies, employee benefit plans, endowment
funds, foundations and other institutions and individuals. As of March 31, 2000,
the Investment Adviser held discretionary investment authority over
approximately $248 billion of assets. The Investment Adviser and its predecessor
organizations have provided investment advisory services to investment companies
since 1933 and to investment counseling clients since 1960. The Investment
Adviser is not affiliated with the Administrator. Prudential Investments Fund
Management LLC, the Fund's Administrator, is located at Gateway Center Three,
100 Mulberry Street, Newark, New Jersey 07102.
STOCKHOLDER PROPOSALS
The Fund's By-Laws require stockholders wishing to nominate directors or
make proposals to be voted on at the Fund's annual meeting to provide notice to
the Secretary of the Fund at least 90 days in advance of the anniversary of the
date that the Fund's Proxy Statement for its previous year's annual meeting was
first released to stockholders. Accordingly, if a stockholder intends to present
a proposal at the Fund's annual meeting of stockholders in 2001 and desires to
have the proposal included in the Fund's Proxy Statement and form of Proxy for
that meeting, the stockholder must deliver the proposal to the offices of the
Fund at Gateway Center Three, 100 Mulberry Street, Newark, New Jersey 07102 by
March 11, 2001. The notice must contain information sufficient to identify the
nominee(s) or proposal and to establish that the stockholder beneficially owns
shares that would be entitled to vote on the nomination or proposal. Stockholder
proposals that are submitted in a timely manner will not necessarily be included
in the Fund's proxy materials. Inclusion of such proposal is subject to
limitation under the federal securities laws. Stockholders proposals not
received by March 11, 2001 will not be considered "timely" within the meaning of
Rule 14a-4(c) of the Securities Exchange Act of 1934.
NOTICE TO BANKS, BROKER-DEALERS AND VOTING TRUSTEES AND THEIR NOMINEES
Please advise the Fund, at Gateway Center Three, 100 Mulberry Street,
Newark, New Jersey 07102, whether other persons are beneficial owners of shares
for which Proxies are being solicited and, if so, the number of copies of the
Proxy Statement you wish to receive in order to supply copies to such beneficial
owners of shares.
By order of the Board of Directors,
/s/ ARTHUR J. BROWN
-------------------
ARTHUR J. BROWN
SECRETARY
Dated: June 5, 2000
8
<PAGE>
========================= =========================
THE HIGH YIELD PLUS FUND, INC. THE HIGH
YIELD PLUS
FUND, INC.
=========================
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
AUGUST 24, 2000
AND
PROXY STATEMENT
PROXY
STATEMENT
Page 2
<PAGE>
PROXY
THE HIGH YIELD PLUS FUND, INC.
GATEWAY CENTER THREE
100 MULBERRY STREET
NEWARK, NEW JERSEY 07102-4077
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints David F. Connor and Arthur J. Brown as Proxies,
each with the power of substitution, and hereby authorizes each of them to
represent and to vote, as designated on the reverse side of this card, all the
shares of common stock of The High Yield Plus Fund, Inc. (the "Fund") held of
record on May 24, 2000 at the Annual Meeting of Stockholders to be held on
August 24, 2000, or any adjournment thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE
UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR
ALL PROPOSALS.
--------------------------------------------------------------------------------
PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as executor, administrator, attorney, trustee or guardian, please
give full title as such. If a corporation, please sign in full corporate name by
president or other authorized officer, giving full title. If a partnership,
please sign in partnership name by an authorized person, giving full title.
--------------------------------------------------------------------------------
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
-------------------------------------- --------------------------------------
<PAGE>
-------- PLEASE MARK VOTES AS IN
X THIS EXAMPLE
--------
--------------------------------------------------------------------------------
THE HIGH YIELD PLUS FUND, INC.
--------------------------------------------------------------------------------
CONTROL NUMBER:
RECORD DATE SHARES:
-----------
Please be sure to sign and date this Proxy. Date
---------------------------------------------------------
Stockholder sign here Co-owner sign here
---------------------------------------------------------
The Board of Directors recommends a vote "FOR" the following Proposals:
For All With- For All
Nominees hold Except
1. Election of Directors.
Nominees
Class III: Thomas T. Mooney _ _ _
Clay T. Whitehead
Class II : Robert E. LaBlanc
Instructions: To withhold vote for any
individual nominee, mark the "For All
Except" box and strike a line through the
name of the nominee. Your shares will be
voted for the remaining nominee(s).
For Against Abstain
2. To ratify the selection of _ _ _
PricewaterhouseCoopers LLP as
independent public accountants
for the fiscal year ending March
31, 2001.
For Against Abstain
3. To consider and act upon _ _ _
such other business as may
properly come before the
meeting and any
adjournments thereof.
Mark box at right if an _
address change or comment
has been noted on the
reverse side of this card.
