<PAGE>
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
Filed by the Registrant /x/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SALOMON BROTHERS HIGH INCOME FUND INC
------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
Payment of Filing Fee (Check the appropriate box):
/x/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / 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>
SALOMON BROTHERS HIGH INCOME FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
March 8, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Salomon Brothers High Income Fund Inc
(the 'Fund') will be held at 7 World Trade Center, New York, New York on the
38th floor, on Thursday, April 18, 1996, at 10:00 a.m., for the purposes of
considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending December 31,
1996 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on February 26, 1996 has been fixed as the record
date for the determination of stockholders entitled to notice of and to vote at
the meeting.
By Order of the Board of Directors,
Tana E. Tselepis
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
<TABLE>
<CAPTION>
REGISTRATION VALID SIGNATURE
---------------------------------------- ----------------------------
<S> <C>
CORPORATE ACCOUNTS
----------------------------------------
(1) ABC Corp. .......................... ABC Corp.
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
----------------------------------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------------------
(1) John B. Smith, Cust. ............... John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith ...................... John B. Smith, Jr., Executor
</TABLE>
<PAGE>
SALOMON BROTHERS HIGH INCOME FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
------------------------
PROXY STATEMENT
This proxy statement is furnished in connection with a solicitation by the
Board of Directors of Salomon Brothers High Income Fund Inc (the 'Fund') of
proxies to be used at the Annual Meeting of Stockholders of the Fund to be held
at 7 World Trade Center, New York, New York on the 38th floor, on Thursday,
April 18, 1996 at 10:00 a.m. (and at any adjournment or adjournments thereof)
for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. This proxy statement and the accompanying form of proxy are first
being mailed to stockholders on or about March 4, 1996. The Fund's annual report
containing financial statements for the fiscal year ended December 31, 1995 is
available, free of charge, by contacting Salomon Brothers Asset Management at
the address listed below or by calling 1-800-SALOMON. Stockholders who execute
proxies retain the right to revoke them in person at the Annual Meeting or by
written notice received by the Secretary of the Fund at any time before they are
voted. Unrevoked proxies will be voted in accordance with the specifications
thereon and, unless specified to the contrary, will be voted FOR the election of
directors and FOR proposal 2. The close of business on February 26, 1996 has
been fixed as the record date for the determination of stockholders entitled to
notice of and to vote at the Meeting. Each stockholder is entitled to one vote
for each full share and an appropriate fraction of a vote for each fractional
share held. On the record date there were 4,737,560 shares of Common Stock
outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to a date not more than 120 days after the original
record date to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST any such proposal in
their discretion. A stockholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval. Under the By-Laws of the Fund, a quorum
is constituted by the presence in person or by proxy of the holders of record of
a majority of the outstanding shares of Common Stock of the Fund entitled to
vote at the Meeting.
Salomon Brothers Asset Management Inc ('SBAM'), whose principal business
address is 7 World Trade Center, New York, New York 10048, is the Fund's
investment adviser and administrator.
PROPOSAL 1: ELECTION OF DIRECTORS
In accordance with the Fund's Charter, the Fund's Board of Directors is
divided into three classes: Class I, Class II and Class III. At the Meeting,
stockholders will be asked to elect three Class II Directors and one Class I
Director, to hold office until the 1999 and 1998 Annual Meetings of
Stockholders, respectively, or thereafter when their respective successors are
elected and qualified. The terms of office of the remaining Class I Director and
Class III Directors expire at the 1998 and 1997 Annual Meetings of Stockholders,
respectively, or thereafter in each case when their respective successors are
elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by delaying
the replacement of a majority of the Board of Directors.
<PAGE>
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. All of the nominees are currently members of the Board of Directors
of the Fund. Each nominee has indicated that he will serve if elected, but if
any nominee should be unable to serve, the proxy will be voted for any other
person determined by the persons named in the proxy in accordance with their
judgment. Each nominee, except for Riordan Roett and Jeswald Salacuse, has
previously been elected a director by the stockholders of the Fund.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
DECEMBER 31, 1995
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
NOMINEE TO SERVE UNTIL 1998 ANNUAL MEETING
OF STOCKHOLDERS
Jeswald W. Salacuse, Member of Audit 1993 58 -0-
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law & Diplo-
macy, Tufts University.
NOMINEES TO SERVE UNTIL 1999 ANNUAL
MEETING OF STOCKHOLDERS
Charles F. Barber, Member of Audit 1993 79 1,000
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
Thomas W. Brock*, Chairman and Chief 1995 48 1,000
Executive Officer, Salomon
Brothers Asset Management Inc;
Managing Director and Member of the
Management Board of Salomon Brothers
Inc.
Riordan Roett, Member of the Audit 1995 56 -0-
Committee; Professor and Director,
Latin American Studies Program, Paul
H. Nitze School of Advanced
International Studies, Johns Hopkins
University.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
DECEMBER 31, 1995
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1997 ANNUAL
MEETING OF STOCKHOLDERS
Allan C. Hamilton, formerly Vice President 1993 74 1,098
and Treasurer, Exxon Corporation.
Michael S. Hyland*, Chairman and 1993 50 1,000
President; President and Director,
Salomon Brothers Asset Management Inc
and Managing Director, Salomon
Brothers Inc; formerly Managing
Director, First Boston Asset
Management Corp. and Managing
Director, First Boston Corporation.
DIRECTORS SERVING UNTIL 1998 ANNUAL
MEETING OF STOCKHOLDERS
Daniel P. Cronin, Member of Audit 1993 50 -0-
Committee; Vice President and General
Counsel, Pfizer International Inc.;
Senior Assistant General Counsel,
Pfizer Inc.
</TABLE>
- ------------------
* 'Interested person,' as defined in the Investment Company Act of 1940,
because of a relationship with SBAM.
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.
Each of the nominees and directors serve as directors of certain other U.S.
registered investment companies, as described below. Messrs. Hyland and Barber
serve as directors of twelve other investment companies
2
<PAGE>
advised by SBAM. Mr. Barber also serves as a director of six other investment
companies advised by investment advisory affiliates of Smith Barney Inc., as a
trustee of Lehman Brothers Institutional Funds Group Trust and as a director of
two other investment companies advised by Advantage Advisers, Inc. Mr. Hamilton
also serves as a director of four other investment companies advised by SBAM.
Mr. Cronin also serves as a director of three other investment companies advised
by SBAM. Mr. Salacuse also serves as a director of three other investment
companies advised by Advantage Advisers, Inc. Messrs. Brock, Salacuse and Roett
also serve as directors of five other investment companies advised by SBAM.
At December 31, 1995, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund. No person owned
of record on February 26, 1996, or to the knowledge of management, owned
beneficially more than 5% of the Fund's outstanding shares at that date, except
that Cede & Co., a nominee for participants in Depository Trust Company, held of
record 4,138,371 shares, equal to approximately 87% of the outstanding shares of
the Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. Hyland, the current executive officers of the Fund
are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- ------------------------ --------------------------- ---- -------
<S> <C> <C> <C>
Peter J. Wilby Executive Vice President 37 1993
Thomas K. Flanagan Executive Vice President 42 1994
Lawrence H. Kaplan Executive Vice President 39 1995
Alan M. Mandel Treasurer 38 1995
Tana E. Tselepis Secretary 60 1993
</TABLE>
Mr. Wilby has been an employee of SBAM and a Director of Salomon Brothers
Inc ('SBI') since May 1989, and a Managing Director of SBI since 1995. Mr.
Flanagan has been an employee of SBAM and a Director of SBI since July 1991. Mr.
Kaplan has been a Vice President and Chief Counsel of SBAM and a Vice President
of SBI since May 1995. Prior to May 1995, he was Senior Vice President, Director
and General Counsel of Kidder Peabody Asset Management, Inc. and a Senior Vice
President of Kidder, Peabody & Co. Incorporated since November 1990. Mr. Mandel
has been a Vice President of SBAM since January 1, 1995. Prior to January 1995,
he was Chief Financial Officer of Hyperion Capital Management Inc. (October
1991-December 1994) and Vice President of Mitchell Hutchins Asset Management
Inc. (1987-October 1991). Ms. Tselepis has been an employee of SBAM and a Vice
President and Senior Administrator of SBI since October 1989.
The Fund's Audit Committee is composed of Messrs. Barber, Cronin, Salacuse
and Roett. The principal functions of the Audit Committee are to recommend to
the Board the appointment of the Fund's independent accountants, to review with
the independent accountants the scope and anticipated cost of their audit and to
receive and consider a report from the independent accountants concerning their
conduct of the audit, including any comments or recommendations they might want
to make in that connection. This Committee met once during the fiscal year ended
December 31, 1995. The Fund has no nominating or compensation committees.
During the fiscal year ended December 31, 1995, the Board of Directors met
five times. Each director attended at least 75% of the aggregate number of
meetings of the Board and the committee for which he was eligible, with the
exception of Mr. Hamilton.
3
<PAGE>
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to the directors by the Fund, as well as by the various other
investment companies advised by SBAM. The following table provides information
concerning the compensation paid to each director during the twelve-month period
ended December 31, 1995. Certain of the directors listed below are members of
the Audit Committee of the Fund and other committees of certain other investment
companies advised by SBAM, and, accordingly, the amounts provided in the table
include compensation for service on such committees. Please note that the Fund
does not provide any pension or retirement benefits to directors. In addition,
no remuneration was paid during the fiscal year ended December 31, 1995 by the
Fund to Messrs. Brock and Hyland who, as employees of SBAM, are interested
persons as defined under the Investment Company Act of 1940 (the '1940 Act').
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM OTHER FUNDS
FROM THE FUND ADVISED BY SBAM TOTAL COMPENSATION
NAME OF DIRECTORS ------------- ------------------ ------------------
- ------------------------------------------------ DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C>
Charles F. Barber............................... $ 7,950 $106,525(12) $114,475(13)
Daniel P. Cronin................................ $ 7,950 $ 21,993(3) $ 29,943(4)
Allan C. Hamilton............................... $ 6,550 $ 37,750(4) $ 44,400(5)
Riordan Roett................................... $ 1,400 $ 20,600(5) $ 22,000(6)
Jeswald W. Salacuse............................. $ 1,400 $ 45,150(5) $ 46,550(6)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, SBAM, and SBAM's
directors and officers, to file reports of ownership and changes in ownership
with the Securities and Exchange Commission and the New York Stock Exchange,
Inc. The Fund believes that all relevant persons have complied with applicable
filing requirements.
REQUIRED VOTE
Directors are elected by a plurality of the votes cast by the holders of
shares of Common Stock of the Fund present in person or represented by proxy at
a meeting with a quorum present. For purposes of the election of directors,
abstentions and broker non-votes will not be considered votes cast, and do not
affect the plurality vote required for directors.
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
The Board of Directors of the Fund has selected Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending December 31,
1996. The appointment of independent accountants is approved annually by the
Board of Directors and is subsequently submitted to the stockholders for
ratification. The Fund has been advised by Price Waterhouse LLP that at December
31, 1995 neither that firm nor any of its partners had any direct or material
indirect financial interest in the Fund. A representative of Price Waterhouse
LLP will be at the Meeting to answer questions concerning the audit of the
Fund's financial statements and will have an opportunity to make a statement if
he chooses to do so.
THE DIRECTORS, INCLUDING THE 'NON-INTERESTED' DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE 'FOR' RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
4
<PAGE>
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the shares of Common Stock of the Fund present in person or
represented by proxy at a meeting with a quorum present. For purposes of this
proposal, abstentions and broker non-votes will not be considered to be votes
cast for the foregoing purpose.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 1997
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than November 8, 1996.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
or its affiliates, or other representatives of the Fund or by telephone or
telegraph, in addition to the use of mails. Brokerage houses, banks and other
fiduciaries may be requested to forward proxy solicitation material to their
principals to obtain authorization for the execution of proxies, and they will
be reimbursed by the Fund for out-of-pocket expenses incurred in this
connection.
March 8, 1996
5
<PAGE>
SALOMON BROTHERS HIGH INCOME FUND INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Lawrence H. Kaplan, Alan M. Mandel and Tana
E. Tselepis, and each of them, attorneys and proxies for the undersigned, with
full power of substitution and revocation to represent the undersigned and to
vote on behalf of the undersigned all shares of Salomon Brothers High Income
Fund Inc (the "Fund") which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of the Fund to be held at 7 World Trade Center, New
York, New York on the 38th floor, on Thursday, April 18, 1996 at 10:00 a.m., and
at any adjournments thereof. The undersigned hereby acknowledges receipt of the
Notice of Meeting and accompanying Proxy Statement and hereby instructs said
attorneys and proxies to vote said shares as indicated hereon. In their
discretion, the proxies are authorized to vote upon such other business as may
properly come before the Meeting. A majority of the proxies present and acting
at the Meeting in person or by substitute (or, if only one shall be so present,
then that one) shall have and may exercise all of the power and authority of
said proxies hereunder. The undersigned hereby revokes any proxy previously
given.
This proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR the election
of the nominees as directors and FOR proposal 2.
Please refer to the Proxy Statement for a discussion of the Proposals.
(CONTINUED ON REVERSE SIDE)
<PAGE>
/X/ Please mark your
vote as in this
example.
1. ELECTION OF DIRECTORS.
FOR ALL
Nominees listed at right
(except as marked to Nominees to serve until 1998:
the contrary below.) Jeswald W. Salacuse
/ / Nominees to serve until 1999:
Charles F. Barber
WITHHOLD Thomas W. Brock
Authority to vote Riordan Roett
for all nominees
listed at right
/ /
INSTRUCTION: To withhold the authority to vote for any
individual nominee(s) write the name of the nominee(s) on
the line below:
___________________________________
2. The ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund for the fiscal year ending December 31, 1996.
FOR AGAINST ABSTAIN
/ / / / / /
3. Any other business that may properly come before the meeting.
4. I will be attending the meeting. / /
Please Complete, Sign and Date hereon and Mail in Accompanying Postpaid
Envelope.
Signature _____________________ DATE _______ _____________________ DATE _______
Signature if Held
Jointly
NOTE: Please sign exactly as your name appears on this Proxy. If joint owners,
EITHER may sign this Proxy. When signing as attorney, executor, administrator,
trustee, guardian or corporate officer, please give your full title.
