<PAGE>
(File Nos. 333-60306 and 811-6475)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box: [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
STRATEGIC GLOBAL INCOME FUND, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(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:
[_] 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>
STRATEGIC GLOBAL INCOME FUND, INC.
----------------
NOTICE OF
ANNUAL MEETING OF SHAREHOLDERS
MAY 25, 2000
----------------
TO THE SHAREHOLDERS:
The annual meeting of shareholders of Strategic Global Income Fund, Inc.
("Fund") will be held on May 25, 2000 at 10:00 a.m., Eastern time, at 1285
Avenue of the Americas, 14th Floor, New York, New York 10019 for the following
purposes:
(1) To elect ten (10) Directors to serve until the annual meeting of
shareholders in 2001, or until their successors are elected and
qualified;
(2) To ratify the selection of Ernst & Young LLP as the Fund's independent
auditors for the fiscal year ending November 30, 2000;
(3) To approve or disapprove, if presented, a shareholder proposal; and
(4) To transact such other business as may properly come before the meeting
or any adjournment thereof.
You are entitled to vote at the meeting and any adjournments thereof if you
owned Fund shares at the close of business on April 3, 2000. If you attend the
meeting, you may vote your shares in person. IF YOU DO NOT EXPECT TO ATTEND
THE MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN
THE ENCLOSED POSTAGE PAID ENVELOPE.
By order of the Board of Directors,
Dianne E. O'Donnell
Secretary
April 27, 2000
51 West 52nd Street
New York, New York 10019-6114
YOUR VOTE IS IMPORTANT
NO MATTER HOW MANY SHARES YOU OWN.
PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE
AND SIGN IT, AND RETURN IT IN THE POSTAGE PAID ENVELOPE PROVIDED. If you
sign, date and return the proxy card but give no voting instructions, your
shares will be voted "FOR" the nominees for Director named in the attached
proxy statement, "FOR" the ratification of the named independent auditors,
"AGAINST" the shareholder proposal and "FOR" or "AGAINST" any other business
which may properly arise at the meeting, in the proxies' discretion. IN
ORDER TO AVOID THE ADDITIONAL EXPENSE TO THE FUND OF FURTHER SOLICITATION,
WE ASK YOUR COOPERATION IN MAILING IN YOUR PROXY CARD PROMPTLY.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general guidelines for signing proxy cards may be of
assistance to you and avoid the time and expense to the Fund of 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 the name shown in the registration on the proxy
card.
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.
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
Partnership Accounts
(1) The XYZ Partnership..................... Jane B. Smith, Partner
(2) Smith and Jones, Limited Partnership.... Jane B. Smith, General
Partner
Trust Accounts
(1) ABC Trust Account....................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee u/t/d 12/18/78..... Jane B. Doe
Custodial or Estate Accounts
(1) John B. Smith, Cust. f/b/o John B.
Smith, Jr. UGMA/UTMA.................... John B. Smith
(2) Estate of John B. Smith................. John B. Smith, Jr., Executor
</TABLE>
<PAGE>
STRATEGIC GLOBAL INCOME FUND, INC.
51 WEST 52ND STREET
NEW YORK, NEW YORK 10019-6114
----------------
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 25, 2000
----------------
This statement is furnished to the shareholders of Strategic Global Income
Fund, Inc. ("Fund") in connection with the Board of Directors' solicitation of
proxies to be used at the annual meeting of the shareholders of the Fund to be
held on May 25, 2000 at 10:00 a.m., Eastern time, at 1285 Avenue of the
Americas, 14th Floor, New York, New York 10019, or any adjournment or
adjournments thereof ("Meeting"). This proxy statement and the related proxy
card will first be mailed to shareholders on or about May 3, 2000.
The close of business on April 3, 2000 has been fixed as the record date for
the determination of shareholders entitled to notice of, and to vote at, the
Meeting. On that date, the Fund had 19,419,227.584 shares of common stock
outstanding and entitled to vote. Each share of common stock is entitled to
one vote at the Meeting, and fractional shares are entitled to proportionate
shares of one vote. Management does not know of any person who owns
beneficially 5% or more of the outstanding shares of the Fund.
A majority of the shares outstanding on April 3, 2000, represented in person
or by proxy, must be present for the transaction of business at the Meeting.
In the event that a quorum is not present at the Meeting, or if a quorum is
present at the Meeting 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 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" any such
proposal in favor of such an adjournment, and will vote those proxies required
to be voted "AGAINST" any such proposal against such adjournment. A
shareholder 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
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 for 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 proposal. Accordingly,
abstentions and broker non-votes effectively will be a vote against any
adjournment, but will have no impact on Proposals 1, 2 and 3, for which the
required vote is a specified amount of the votes cast at the Meeting.
The individuals named as proxies on the enclosed proxy card will vote in
accordance with your direction as indicated thereon if your proxy card is
received properly executed by you or by your duly appointed agent or attorney-
in-fact. If you give no voting instructions, your shares will be voted "FOR"
the ten nominees for Director named herein, "FOR" the ratification of the
selection of the independent auditors named herein, "AGAINST" the shareholder
proposal and "FOR" or "AGAINST" any other business which may properly arise at
the meeting, in the proxies' discretion. You may revoke any proxy card by
giving another proxy or by letter or telegram revoking the initial proxy. To
be effective, your revocation must be received by the Fund prior to the
Meeting and must indicate your name and account number. In addition, if you
attend the Meeting in person you may, if you wish, vote by ballot at the
Meeting, thereby cancelling any proxy previously given.
<PAGE>
The solicitation of proxies, the cost of which will be borne by the Fund,
will be made primarily by mail but also may include telephone or oral
communications by regular employees of Mitchell Hutchins Asset Management Inc.
("Mitchell Hutchins") or PaineWebber Incorporated ("PaineWebber"), who will
not receive any compensation therefor from the Fund.
COPIES OF THE FUND'S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS, INCLUDING
FINANCIAL STATEMENTS, HAVE PREVIOUSLY BEEN DELIVERED TO SHAREHOLDERS.
SHAREHOLDERS MAY REQUEST FREE COPIES OF THESE REPORTS BY WRITING MITCHELL
HUTCHINS ASSET MANAGEMENT INC., 51 WEST 52ND STREET, NEW YORK, NEW YORK 10019-
6114 OR BY CALLING TOLL-FREE (800) 852-4750.
Mitchell Hutchins serves as the Fund's investment adviser and administrator.
Mitchell Hutchins is a wholly owned asset management subsidiary of
PaineWebber, which is a wholly owned subsidiary of Paine Webber Group Inc.
("PW Group"), a publicly held financial services holding company. The
principal business address of Mitchell Hutchins is 51 West 52nd Street, New
York, New York 10019-6114. The principal business address of PaineWebber and
PW Group is 1285 Avenue of the Americas, New York, New York 10019-6028.
PROPOSAL 1. ELECTION OF DIRECTORS
Proposal 1 relates to the election of Directors of the Fund. Management
proposes the election of the ten nominees named in the table below. Each
nominee, including those who are not "interested persons" of the Fund as that
term is defined by the Investment Company Act of 1940, as amended ("1940 Act")
("Independent Directors"), has consented to being named in this proxy
statement and indicated his or her willingness to serve if elected. If
elected, each nominee will hold office until the next meeting of shareholders
or until his or her successor is elected and qualified. Unless you give
contrary instructions on the enclosed proxy card, your shares will be voted
"FOR" the election of each of the ten nominees. If any of the nominees should
withdraw or otherwise become unavailable for election, your shares will be
voted "FOR" such other nominee or nominees as management may recommend.
Messrs. Feldberg, Gowen and Malek have each served as a Director of the Fund
since its inception in 1992. Mr. Bewkes has served as a Director from the
Fund's inception except for a brief period in 1993. Mr. Storms has served on
the Board since May 13, 1999. Each of the other Directors has served since he
or she was first elected to the Board on April 11, 1996. Directors will be
elected by the affirmative vote of the holders of a plurality of the shares of
the Fund, present in person or by proxy and entitled to vote thereon, provided
a quorum is present. If each of the ten nominees is elected, they will
constitute the entire Board of Directors of the Fund. To the Fund's knowledge,
none of the Fund's current Directors and executive officers (21 persons)
beneficially owned any shares of the Fund as of March 31, 2000.
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
FUND; BUSINESS EXPERIENCE SHARES OWNED
DURING BENEFICIALLY ON
PAST FIVE YEARS; OTHER MARCH 31,
NOMINEE; AGE DIRECTORSHIPS 2000++
------------ ------------------------- ---------------
<C> <S> <C>
Margo N. Alexander*+; 53 Director and President. Mrs. --
Alexander is Chairman (since
March 1999), chief executive
officer and a director of
Mitchell Hutchins (since
January 1995) and an executive
vice president and director of
PaineWebber (since March
1984). Mrs. Alexander is
president and a director or
trustee of 31 investment
companies for which Mitchell
Hutchins, PaineWebber or one
of their affiliates serves as
investment adviser.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
FUND; BUSINESS EXPERIENCE SHARES OWNED
DURING BENEFICIALLY ON
PAST FIVE YEARS; OTHER MARCH 31,
NOMINEE; AGE DIRECTORSHIPS 2000++
------------ ------------------------- ---------------
<C> <S> <C>
Richard Q. Armstrong; 64 Director. Mr. Armstrong is --
R.Q.A. Enterprises chairman and principal of
One Old Church Road R.Q.A. Enterprises (management
Unit #6 consulting firm) (since April
Greenwich, CT 06830 1991 and principal occupation
since March 1995). Mr.
Armstrong was chairman of the
board, chief executive officer
and co-owner of Adirondack
Beverages (producer and
distributor of soft drinks and
sparkling/still waters)
(October 1993-March 1995). He
was a partner of The New
England Consulting Group
(management consulting firm)
(December 1992-September
1993). He was managing
director of LVMH U.S.
Corporation (U.S. subsidiary
of the French luxury goods
conglomerate, Louis Vuitton
Moet Hennessey Corporation)
(1987-1991) and chairman of
its wine and spirits
subsidiary, Schieffelin &
Somerset Company (1987-1991).
Mr. Armstrong is a director or
trustee of 30 investment
companies for which Mitchell
Hutchins, PaineWebber or one
of their affiliates serves as
investment adviser.
E. Garrett Bewkes, Jr.*++; Director and Chairman of the --
73 Board of Directors. Mr. Bewkes
is a director of PW Group
(holding company of
PaineWebber and Mitchell
Hutchins). Prior to December
1995, he was a consultant to
PW Group. Prior to 1988, he
was chairman of the board,
president and chief executive
officer of American Bakeries
Company. Mr. Bewkes is a
director of Interstate
Bakeries Corporation. He is a
director or trustee of 34
investment companies for which
Mitchell Hutchins, PaineWebber
or one of their affiliates
serves as investment adviser.
Richard R. Burt; 53 Director. Mr. Burt is chairman --
1275 Pennsylvania Avenue, of IEP Advisors, LLP
N.W. (international investments and
Washington, D.C. 20004 consulting firm) (since March
1994), and a partner of
McKinsey & Company (management
consulting firm) (since 1991).
He is also a director of
Archer-Daniels-Midland Co.
(agricultural commodities),
Hollinger International Co.
(publishing), Homestake Mining
Corp. (gold mining), six
investment companies in the
Deutsche Bank family of funds,
nine investment companies in
the Flag Investors Family of
Funds, The Central European
Fund, Inc., The Germany Fund,
Inc., vice chairman of Anchor
Gaming (provides technology to
gaming and wagering industry)
(since July 1999) and chairman
of Weirton Steel Corp (makes
and finishes steel products)
(since April 1996). He was the
chief negotiator in the
Strategic Arms Reduction Talks
with the former Soviet Union
(1989-1991) and the U.S.
Ambassador to the Federal
Republic of Germany (1985-
1989). Mr. Burt is
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
FUND; BUSINESS EXPERIENCE
DURING SHARES OWNED
PAST FIVE YEARS; OTHER BENEFICIALLY ON
NOMINEE; AGE DIRECTORSHIPS MARCH 31, 2000++
------------ ------------------------- ----------------
<C> <S> <C>
a director or trustee of 30
investment companies for
which Mitchell Hutchins,
PaineWebber or one of their
affiliates serves as
investment adviser.
Mary C. Farrell*++; 50 Director. Ms. Farrell is a --
managing director, senior
investment strategist and
member of the Investment
Policy Committee of
PaineWebber. Ms. Farrell
joined PaineWebber in 1982.
She is a member of the
Financial Women's Association
and Women's Economic
Roundtable and appears as a
regular panelist on Wall
$treet Week with Louis
Rukeyser. She also serves on
the Board of Overseers of New
York University's Stern
School of Business. Ms.
Farrell is a director or
trustee of 29 investment
companies for which Mitchell
Hutchins, PaineWebber or one
of their affiliates serves as
investment adviser.
Meyer Feldberg; 58 Director. Mr. Feldberg is --
Columbia University Dean and Professor of
101 Uris Hall Management of the Graduate
New York, NY 10027 School of Business, Columbia
University. Prior to 1989, he
was president of the Illinois
Institute of Technology. Dean
Feldberg is also a director
of Primedia Inc.
(publishing), Federated
Department Stores, Inc.
(operator of department
stores) and Revlon, Inc.
(cosmetics). Dean Feldberg is
a director or trustee of 33
investment companies for
which Mitchell Hutchins,
PaineWebber or one of their
affiliates serves an
investment adviser.
George W. Gowen; 70 Director. Mr. Gowen is a --
666 Third Avenue partner in the law firm of
New York, NY 10017 Dunnington, Bartholow &
Miller. Prior to May 1994, he
was a partner in the law firm
of Fryer, Ross & Gowen. Mr.
Gowen is a director or
trustee of 33 investment
companies for which Mitchell
Hutchins, PaineWebber or one
of their affiliates serves as
investment adviser.
Frederic V. Malek; 63 Director. Mr. Malek is --
1455 Pennsylvania Avenue, chairman of Thayer Capital
N.W. Partners (merchant bank) and
Suite 350 chairman of Thayer Hotel
Washington, D.C. 20004 Investors II and Lodging
Opportunities Fund (hotel
investment partnerships).
From January 1992 to November
1992, he was campaign manager
of Bush-Quayle '92. From 1990
to 1992, he was vice chairman
and, from 1989 to 1990, he
was president of Northwest
Airlines Inc. and NWA Inc.
(holding company of Northwest
Airlines Inc.). Prior to
1989, he was employed by the
Marriott Corporation (hotels,
restaurants, airline catering
and contract feeding), where
he most recently was an
executive vice president and
president of Marriott Hotels
and Resorts. Mr. Malek is
also a director of Aegis
Communications, Inc. (tele-
services), American
Management Systems, Inc.
(management consulting and
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
PRESENT POSITION WITH THE
FUND; BUSINESS EXPERIENCE
DURING SHARES OWNED
PAST FIVE YEARS; OTHER BENEFICIALLY ON
NOMINEE; AGE DIRECTORSHIPS MARCH 31, 2000++
------------ ------------------------- ----------------
<C> <S> <C>
computer related services),
Automatic Data Processing,
Inc. (computing services), CB
Richard Ellis, Inc. (real
estate services), FPL Group,
Inc. (electric services),
Global Vacation Group
(packaged vacations),
HCR/Manor Care, Inc. (health
care), SAGA Systems, Inc.
(software company) and
Northwest Airlines Inc. Mr.
Malek is a director or
trustee of 30 investment
companies for which Mitchell
Hutchins, PaineWebber or one
of their affiliates serves as
investment adviser.
Carl W. Schafer; 64 Director. Mr. Schafer is --
66 Witherspoon Street president of the Atlantic
#1100 Foundation (charitable
Princeton, NJ 08542 foundation supporting mainly
oceanographic exploration and
research). He is a director
of Labor Ready, Inc.
(temporary employment),
Roadway Express, Inc.
(trucking), The Guardian
Group of Mutual Funds, the
Harding, Loevner Funds,
E.I.I. Realty Trust
(investment company), Evans
Systems, Inc. (motor fuels,
convenience store and
diversified company),
Electronic Clearing House,
Inc. (financial transactions
processing), Frontier Oil
Corporation and Nutraceutix,
Inc. (biotechnology company).
Prior to January 1993, he was
chairman of the Investment
Advisory Committee of the
Howard Hughes Medical
Institute. Mr. Schafer is a
director or trustee of 30
investment companies for
which Mitchell Hutchins,
PaineWebber or one of their
affiliates serves as an
investment adviser.
Brian M. Storms*+; 45 Director. Mr. Storms is --
president and chief operating
officer of Mitchell Hutchins
(since March 1999). Mr.
Storms was president of
Prudential Investments (1996-
1999). Prior to joining
Prudential he was a managing
director at Fidelity
Investments. Mr. Storms is a
director or trustee of 30
investment companies for
which Mitchell Hutchins,
PaineWebber or one of their
affiliates serves as
investment adviser.
</TABLE>
- --------
* Mrs. Alexander, Mr. Bewkes, Ms. Farrell and Mr. Storms are "interested
persons" of the Fund, as defined in the 1940 Act, by virtue of their
positions with Mitchell Hutchins, PaineWebber and/or PW Group.
+ The business address of this person is 51 West 52nd Street, New York, New
York 10019-6114.
++ The business address of this person is 1285 Avenue of the Americas, New
York, New York 10019-6028.
++Unless otherwise stated, as of the date indicated, each director had sole
voting and investment power of any shares owned.
The Board of Directors of the Fund met six times during the fiscal year
ended November 30, 1999. All of the directors, except Ms. Farrell, attended
75% or more of the board meetings during the last fiscal year. The Audit and
Contract Review Committee ("ACR Committee") of the board currently consists of
Messrs.
5
<PAGE>
Armstrong, Burt, Feldberg, Gowen, Malek and Schafer. The ACR Committee has
established a sub-committee that periodically reviews the contractual and
audit arrangements for the Fund and reports back to the full ACR Committee.
Messrs. Burt, Feldberg and Schafer are members of this sub-committee. Each
member of the Fund's ACR Committee is also a member of a similar committee
established by the boards of other investment companies for which Mitchell
Hutchins or PaineWebber serves as investment adviser and also may be a member
of a sub-committee established by another fund's audit and contract review
committee. The duties of the ACR Committee are: (a) to review the financial
and accounting policies of the Fund, including internal accounting control
procedures, and to review reports prepared by the Fund's independent auditors,
including reports on the Fund's financial statements; (b) to review and
recommend approval or disapproval of audit and non-audit services and the fees
charged for such services; (c) to evaluate the independence of the independent
auditors and to recommend whether to retain such independent auditors for the
next fiscal year; and (d) to report to the Board and make such recommendations
as it deems necessary. The ACR Committee and the related sub-committee each
met once during the fiscal year ended November 30, 1999. Each member of the
ACR Committee and sub-committee attended those meetings.
The Board does not have a standing nominating or compensation committee. The
Fund pays the Independent Directors $1,000 annually and up to $150 for each
Board meeting and for each separate meeting of a Board committee. The chairmen
of the audit and contract review committees of individual funds within the
PaineWebber fund complex receive additional compensation aggregating $15,000
annually from the relevant funds. Directors of the Fund who are "interested
persons" as defined in the 1940 Act receive no compensation from the Fund.
Directors are reimbursed for any expenses incurred in attending meetings. Each
Director will be subject to mandatory retirement at the end of the year in
which he or she becomes 72 years old. The Board has waived this requirement
with respect to Mr. Bewkes for the next year. The table below includes certain
information relating to the compensation of the Fund's Directors.
COMPENSATION TABLE+
<TABLE>
<CAPTION>
TOTAL
AGGREGATE COMPENSATION
COMPENSATION FROM THE
FROM FUND AND THE
NAME OF PERSON, POSITION THE FUND* FUND COMPLEX**
- ------------------------ ------------ --------------
<S> <C> <C>
Richard Q. Armstrong, Director...................... $1,780 $104,650
Richard R. Burt, Director........................... $1,780 $102,850
Meyer Feldberg, Director............................ $2,432 $119,650
George W. Gowen, Director........................... $1,780 $119,650
Frederic V. Malek, Director......................... $1,780 $104,650
Carl W. Schafer, Director........................... $1,780 $104,650
</TABLE>
- --------
+ Only independent members of the board are compensated by the Fund and
identified above; directors who are "interested persons," as defined by the
1940 Act, do not receive compensation.
* Represents fees paid to each Director during the fiscal year ended November
30, 1999.
** Represents total compensation paid to each Director by 31 investment
companies (34 companies in the case of Messrs. Feldberg and Gowen) for
which Mitchell Hutchins, PaineWebber or one of their affiliates served as
investment adviser during the calendar year ended December 31, 1999. No
fund within the complex has a bonus, pension, profit sharing or retirement
plan.
6
<PAGE>
REQUIRED VOTE
The election of each Director requires approval by a plurality of the votes
cast at the Meeting on the matter.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" EACH NOMINEE IN PROPOSAL
NO. 1.
PROPOSAL 2. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Fund's financial statements for the fiscal year ended November 30, 1999,
were audited by Ernst & Young LLP ("Ernst & Young"), independent auditors. In
addition, Ernst & Young prepares the Fund's federal and state annual income
tax returns.
The Board of Directors of the Fund has selected Ernst & Young as the
independent auditors for the Fund for the fiscal year ending November 30,
2000, subject to ratification by shareholders of the Fund at the Meeting.
Ernst & Young has been the Fund's independent auditors since its inception in
October 1992. The ratification of Ernst & Young as independent auditors is to
be voted upon at the Meeting, and it is intended that the persons named in the
accompanying proxy will vote "FOR" such ratification unless contrary
instructions are given. Ernst & Young has informed the Fund that it has no
material direct or indirect financial interest in the Fund.
Representatives of Ernst & Young are not expected to be present at the
Meeting but have been given the opportunity to make a statement if they so
desire and will be available should any matter arise requiring their presence.
REQUIRED VOTE
The ratification of Ernst & Young as the Fund's independent auditors for the
fiscal year ending November 30, 2000 requires the affirmative vote of a
majority of the shares cast at the Meeting on the matter.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" PROPOSAL 2.
PROPOSAL 3. SHAREHOLDER PROPOSAL
A beneficial owner of common stock of the Fund (the "Proponent") has
informed the Fund that he intends to present a proposal for action at the
Meeting. The Proponent proposes that the following resolution be presented to
shareholders of the Fund:
"RESOLVED: The shareholders of The Strategic Global Income Fund urge the
Board of Directors to promptly conduct a tender offer for at least 20% of the
outstanding shares at net asset value ("NAV")."
The Proponent has requested that the following statement be included in the
proxy statement in support of the proposal:
7
<PAGE>
SUPPORTING STATEMENT
"I have been a shareholder of The Strategic Global Income Fund (the "Fund")
for several years. As you probably know, the shares of the Fund have traded at
a double-digit discount to NAV for a long time. As of September 24, 1999 the
Fund's discount stood at 18.75%. At that discount level, I estimate that
approximately $50 million of the Fund's assets would be unavailable to
shareholders.
"Notwithstanding a share repurchase plan that was announced last year, the
shares have generally traded at a discount between 12% and 19% since then. We
think it is only fair that shareholders that may need to sell some shares of
the Fund for personal reasons should have an opportunity to do so at a price
close to NAV (rather than at a deep discount). That is why we are recommending
that the Board conduct a self-tender offer for a significant percentage of the
Fund's outstanding shares. A self-tender offer will allow shareholders to
realize NAV for a portion of their investment and may lead to a narrower
discount in the future by reducing the excess supply of shares for sale in the
marketplace.
"To conclude, I believe that a self-tender offer at NAV is clearly in the
best interest of all shareholders."
* * * * *
The Fund will promptly furnish the Proponent's name, address and the number
of Fund shares he owned to any shareholder who requests such information from
the Fund, either by calling toll-free (800) 852-4750 or by writing the
Secretary of the Fund at 1285 Avenue of the Americas, New York, New York
10019-6028.
OPPOSING STATEMENT OF YOUR BOARD OF DIRECTORS
The Fund's Board of Directors urges you to vote "AGAINST" this shareholder's
proposal. In the Board's view, the tender offer described in the proposal is
unlikely to achieve any long-term benefits for the Fund or its shareholders.
A "tender offer" is a repurchase occurring on one day and is only available
to shareholders who wish to sell at that day's price. While the discount would
likely decrease shortly prior to the tender offer, the Fund's Board of
Directors believes that after completion of the tender offer the discount
would likely return to its prior level. It should be noted that even if a
shareholder were to tender shares, there is no assurance that the Fund would
buy back all the shares tendered. If more than 20% of the outstanding shares
are tendered, the Fund would need to "pro rate" the amount tendered by any
given investor. Moreover, if the Fund were to conduct a tender offer for at
least 20% of the Fund's outstanding shares, as recommended by the shareholder,
the assets of the Fund would decrease by at least 20%. This reduction in
assets would mean that the Fund's expense ratio would rise, and its net income
would decrease, because the Fund's expenses would be spread over a smaller
number of shares. In addition, all shareholders would bear the special costs
of the tender offer, including those who do not tender any shares and who view
the Fund as a long-term investment.
The Board oversees all Fund activities, including the Fund's investment
performance on both a market price and net asset value basis. It has regularly
reviewed the discount at which Fund shares have traded. The Board has
recognized that the discount tends to be driven mainly by market forces. As a
result, there are limits as to what can be done to narrow the discount, while
maintaining the benefits of operating as a closed-end fund.
Given the Board's interest in shareholder returns, it has taken numerous
actions to benefit shareholders and to reduce the Fund's discount.
BOARD ACTIONS:
. MAY 1998: The Fund adopted a managed distribution policy, under which
the Fund paid fixed monthly distributions equal to 8% of the Fund's net
asset value annually.
8
<PAGE>
. SEPTEMBER 1998: The Fund implemented a share repurchase program of up to
10% of the outstanding shares.
. DECEMBER 1999: The Fund's Board authorized the purchase of an additional
10% of outstanding shares under the share repurchase program.
(Approximately 8% of the Fund's outstanding shares had already been
purchased under the original program.)
. DECEMBER 1999: The Fund's Board approved an increase in the managed
distribution policy from 8% to 10% annually.
Although the above steps have not eliminated the Fund's discount, the Board
believes that they benefit the Fund's shareholders and should have a positive
long-term impact on the Fund's market price.
SHAREHOLDER BENEFITS FROM PREVIOUS BOARD ACTIONS:
. Share repurchase programs are less expensive to the Fund than the
proposed tender offer.
. Share repurchase programs provide continuing support of the market for
Fund shares for the duration of the program.
. Each time shares are repurchased at a discount to net asset value, the
net asset value of the remaining shares is increased.
Finally, upon completion of the current share repurchase program, the Fund
will have already purchased close to 20% of its outstanding shares, almost the
same amount being proposed by the shareholder.
As discussed above, the Board of Directors believes that it is in the best
interests of the Fund and its shareholders not to implement a one-time tender
offer. The Board believes, therefore, that you should vote "AGAINST" this
proposal.
REQUIRED VOTE
The approval of the shareholder proposal requires the affirmative vote of a
majority of the shares cast at the Meeting on the matter. Unless you give
contrary instructions on the enclosed proxy card, your shares will be voted
"AGAINST" the shareholder proposal.
Because the Proponent's proposal is merely advisory in nature, its approval
would not automatically require the Board to conduct a 20% self-tender offer
at net asset value. Instead, if approved, the Board will reconsider whether
taking such an action would be in the best interests of the Fund and its
shareholders.
YOUR BOARD STRONGLY URGES YOU TO VOTE "AGAINST" PROPOSAL NO. 3
EXECUTIVE OFFICERS
Officers of the Fund are appointed by the Directors and serve at the
pleasure of the Board. None of the Fund's officers currently receives any
compensation from the Fund. The executive officers of the Fund, in addition to
Mrs. Alexander (about whom information is given previously), are:
THOMAS DISBROW, age 34, vice president and assistant treasurer (appointed
February 2000). Mr. Disbrow is a first vice president and a senior manager
of the mutual fund finance department of Mitchell Hutchins. Prior to
November 1999, he was a vice president of Zweig/Glaser Advisers. Mr.
Disbrow is a vice president and assistant treasurer of 31 investment
companies for which Mitchell Hutchins, PaineWebber or one of their
affiliates serves as investment adviser.
JOHN J. LEE, age 31, vice president and assistant treasurer of the Fund
(appointed May 1998). Mr. Lee is a vice president and a manager of the
mutual fund finance department of Mitchell Hutchins. Prior to
9
<PAGE>
September 1997, he was an audit manager in the financial services practice
of Ernst & Young LLP. Mr. Lee is a vice president and assistant treasurer
of 31 investment companies for which Mitchell Hutchins, PaineWebber or one
of their affiliates serves as investment adviser.
KEVIN J. MAHONEY, age 34, vice president and assistant treasurer
(appointed May 1999). Mr. Mahoney is a first vice president and senior
manager of the mutual fund finance department of Mitchell Hutchins. From
August 1996 through March 1999, he was the manager of the mutual fund
internal control group of Salomon Smith Barney. Prior to August 1996, he
was an associate and assistant treasurer for BlackRock Financial Management
L.P. Mr. Mahoney is a vice president and assistant treasurer of 31
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.
DENNIS MCCAULEY, age 53, vice president of the Fund (appointed September
1995). Mr. McCauley is a managing director and chief investment officer-
fixed income of Mitchell Hutchins. Prior to December 1994, he was director
of fixed income investments of IBM Corporation. Mr. McCauley is a vice
president of 22 investment companies for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.
ANN E. MORAN, age 42, vice president and assistant treasurer of the Fund
(appointed June 1993). Ms. Moran is a vice president and a manager of the
mutual fund finance department of Mitchell Hutchins. Ms. Moran is a vice
president and assistant treasurer of 31 investment companies for which
Mitchell Hutchins, PaineWebber or one of their affiliates serves as
investment adviser.
DIANNE E. O'DONNELL, age 47, vice president and secretary of the Fund
(appointed February 1992). Ms. O'Donnell is a senior vice president and
deputy general counsel of Mitchell Hutchins. Ms. O'Donnell is a vice
president and secretary of 30 investment companies and a vice president and
assistant secretary of one investment company for which Mitchell Hutchins,
PaineWebber or one of their affiliates serves as investment adviser.
EMIL POLITO, age 39, vice president of the Fund (appointed September
1996). Mr. Polito is a senior vice president and director of operations and
control for Mitchell Hutchins. Mr. Polito is a vice president of 31
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.
PAUL H. SCHUBERT, age 37, vice president (appointed September 1994) and
treasurer (appointed May 1997) of the Fund. Mr. Schubert is a senior vice
president and the director of the mutual fund finance department of
Mitchell Hutchins. Mr. Schubert is a vice president and treasurer of 31
investment companies for which Mitchell Hutchins, PaineWebber or one of
their affiliates serves as investment adviser.
BARNEY A. TAGLIALATELA, age 39, vice president and assistant treasurer of
the Fund (appointed May 1997). Mr. Taglialatela is a vice president and a
manager of the mutual fund finance department of Mitchell Hutchins. Prior
to February 1995, he was a manager of the mutual fund finance division of
Kidder Peabody Asset Management, Inc. Mr. Taglialatela is a vice president
and assistant treasurer of 31 investment companies for which Mitchell
Hutchins, PaineWebber or one of their affiliates serves as investment
adviser.
STUART WAUGH, age 44, vice president of the Fund (appointed September
1992). Mr. Waugh is a managing director and a portfolio manager of Mitchell
Hutchins responsible for global fixed income investments and currency
trading. Mr. Waugh is a vice president of five investment companies for
which Mitchell Hutchins, PaineWebber or one of their affiliates serves as
investment adviser.
KEITH A. WELLER, age 38, vice president and assistant secretary of the
Fund (appointed September 1995). Mr. Weller is a first vice president and
associate general counsel of Mitchell Hutchins. Prior to May 1995, he was
an attorney with Brown & Wood LLP (New York City). Mr. Weller is a vice
president and assistant secretary of 30 investment companies for which
Mitchell Hutchins, PaineWebber or one of their affiliates serves as
investment adviser.
10
<PAGE>
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Fund is not aware of any outstanding report required to be filed
pursuant to Section 16(a).
SHAREHOLDER PROPOSALS
This year's Annual Meeting of Shareholders was unavoidably delayed until May
because of external factors. The Fund anticipates that it will hold its 2001
annual meeting of shareholders in March 2001. Consequently, in order to be
considered at that meeting, shareholder proposals must be received by the Fund
no later than October 1, 2000 and must satisfy the other requirements of the
federal securities laws. Any shareholder who wishes to submit proposals to be
considered at the Fund's 2001 annual meeting of shareholders should send such
proposals to the Secretary of the Fund at 1285 Avenue of the Americas, New
York, New York 10019-6028.
OTHER BUSINESS
Management knows of no business to be presented at the Meeting other than
the matters set forth in this proxy statement, but should any other matter
requiring a vote of shareholders arise, the proxies will vote thereon
according to their best judgment in the interest of the Fund.
By order of the Board of Directors,
DIANNE E. O'DONNELL
Secretary
April 27, 2000
It is important that you execute and return your proxy promptly.
11
<PAGE>
- -----------------------------
STRATEGIC GLOBAL
INCOME FUND, INC.
- -----------------------------
PROXY
STATEMENT
-----------------------------
STRATEGIC GLOBAL
INCOME FUND, INC.
-----------------------------
------------------
NOTICE OF
ANNUAL MEETING
TO BE HELD ON
MAY 25, 2000
AND
PROXY STATEMENT
------------------
<PAGE>
PROXY PROXY
STRATEGIC GLOBAL INCOME FUND, INC.
ANNUAL MEETING OF SHAREHOLDERS--MAY 25, 2000
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
STRATEGIC GLOBAL INCOME FUND, INC. ("FUND"). The undersigned hereby appoints as
proxies Keith A. Weller and Evelyn DeSimone and each of them (with power of
substitution) to vote for the undersigned all shares of common stock of the
undersigned in the Fund at the above referenced meeting and any adjournment
thereof, with all the power the undersigned would have if personally present.
The shares represented by this proxy will be voted as instructed. UNLESS
INDICATED TO THE CONTRARY, THIS PROXY SHALL BE DEEMED TO GRANT AUTHORITY TO
VOTE "FOR" ALL OF THE NOMINEES FOR DIRECTOR LISTED BELOW, "FOR" THE
RATIFICATION OF THE NAMED INDEPENDENT AUDITORS AND "AGAINST" THE SHAREHOLDER
PROPOSAL.
YOUR VOTE IS IMPORTANT. Please date and sign this proxy on the reverse side
and return it promptly in the enclosed envelope to:
PFPC Inc., P.O. Box 9426, Wilmington, DE 19808-9938. PFPC has been engaged to
forward the enclosed proxy material and to tabulate proxies by mail.
1. ELECTION OF DIRECTORS:
(INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE,
STRIKE A LINE THROUGH THE NOMINEE'S NAME IN THE LIST BELOW AND MARK CENTER
BOX BELOW.)
Margo N. Alexander, Richard Q. Armstrong, E. Garrett Bewkes, Jr., Richard R.
Burt, Mary C. Farrell, Meyer Feldberg, George W. Gowen, Frederic V. Malek,
Carl W. Schafer, Brian M. Storms.
[_] FOR ALL OR [_] FOR ALL EXCEPT OR [_] WITHHOLD
2. To ratify the selection of Ernst & Young LLP as the Fund's independent
auditors for the fiscal year ending November 30, 2000.
[_] FOR [_] AGAINST [_] ABSTAIN
3. To urge the Board of Directors to promptly conduct a tender offer for at
least 20% of the Fund's outstanding shares at net asset value. (Shareholder
Proposal)
[_] FOR [_] AGAINST [_] ABSTAIN
PLEASE SIGN AND DATE THE REVERSE SIDE OF THIS CARD.
This proxy will not be valid unless it is
dated and signed exactly as instructed
below.
If shares are held by an individual, sign
your name exactly as it appears on this
card. If shares are held jointly, either
party may sign, but the name of the party
signing should conform exactly to the name
shown on this proxy card. If shares are
held by a corporation, partnership or
similar account, the name and the capacity
of the individual signing the proxy card
should be indicated unless it is reflected
in the form of registration. For example:
"ABC Corp., John Doe, Treasurer."
-------------------------------------------
Signature
-------------------------------------------
Signature (if held jointly)
____________________________________ , 2000
Date
PLEASE MARK YOUR VOTE ON THE REVERSE SIDE OF THIS CARD.
