<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
THE EMERGING MARKETS INCOME FUND II 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>
THE EMERGING MARKETS INCOME FUND II INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
August 2, 1995
To the Stockholders:
The Annual Meeting of Stockholders of The Emerging Markets Income Fund II
Inc (the 'Fund') will be held at Oppenheimer Tower, World Financial Center, 200
Liberty Street, New York, New York on the 40th floor, on Monday, September 18,
1995, 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 May 31, 1996
(Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on July 21, 1995 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:
REGISTRATION VALID SIGNATURE
---------------------------------------- ----------------------------
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
<PAGE>
THE EMERGING MARKETS INCOME FUND II 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 The Emerging Markets Income Fund II Inc (the 'Fund') of
proxies to be used at the Annual Meeting of Stockholders of the Fund to be held
at Oppenheimer Tower, World Financial Center, 200 Liberty Street, New York, New
York on the 40th floor, on Monday, September 18, 1995 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 August 2, 1995. 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 July 21, 1995 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
21,857,134 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.
Advantage Advisers, Inc. ('Advantage'), whose principal business address is
Oppenheimer Tower, World Financial Center, 200 Liberty Street, New York, New
York 10281, is the Fund's investment manager.
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 two Class I Directors, to hold office until
the 1998 Annual Meeting of Stockholders, or thereafter when their respective
successors are elected and qualified. The terms of office of the Class II and
Class III Directors expire at the Annual Meeting of Stockholders in 1996 and
1997, 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.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
MAY 31, 1995
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL 1998 ANNUAL
MEETING OF STOCKHOLDERS
Riordan Roett, Member of Audit Committee; 1995(B) 56 -0-
Professor and Director, Latin
American Studies Program, Paul H.
Nitze School of Advanced Interna-
tional Studies, Johns Hopkins
University.
Leslie H. Gelb, Member of the Audit 1994 57 -0-
Committee; President, The Council on
Foreign Relations; formerly,
Columnist, Deputy Editorial Page
Editor and Editor, Op-Ed Page, The
New York Times.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
MAY 31, 1995
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1996 ANNUAL
MEETING OF STOCKHOLDERS
Jeswald W. Salacuse, Member of Audit 1993 57 200
Committee; Henry J. Braker Professor
of Commercial Law, and formerly Dean,
The Fletcher School of Law &
Diplomacy, Tufts University.
Michael S. Hyland*, President; President 1993 49 1,500
and Managing Director, Salomon
Brothers Asset Management Inc and
Managing Director, Salomon Brothers
Inc; prior to which he was Managing
Director, First Boston Asset
Management Corp. and Managing
Director, First Boston Corporation.
DIRECTORS SERVING UNTIL 1997 ANNUAL
MEETING OF STOCKHOLDERS
Alan H. Rappaport*, Chairman; Executive 1993 42 1,000
Vice President, Oppenheimer & Co.,
Inc.; Director and President,
Advantage Advisers, Inc.
Charles F. Barber, Member of Audit 1993 78 3,501
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
</TABLE>
(Footnotes on next page)
2
<PAGE>
(Footnotes from previous page)
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940
because of a relationship with SBAM or Advantage.
(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.
(B) Mr. Roett also served as a director of the Fund from February 1994
through June 1994.
Each of the nominees serves as a director of certain other U.S. registered
investment companies, as described below. Messrs. Rappaport, Gelb, Salacuse and
Roett are directors of three other investment companies advised by both
Advantage and SBAM. Mr. Rappaport is a director of four other investment
companies advised by Advantage. Mr. Gelb is a director of three other investment
companies advised by Advantage. Mr. Salacuse is a director of three other
investment companies advised by Advantage and one other investment company
advised by SBAM. Mr. Roett is a director of one other investment company advised
by SBAM. Messrs. Hyland and Barber serve as directors for five other investment
companies advised by both Advantage and SBAM, and seven other investment
companies advised by SBAM. Mr. Barber also serves as a director for two other
investment companies advised by Advantage, and six other investment companies
advised by investment advisory affiliates of Smith Barney Inc., and as a trustee
of Lehman Brothers Institutional Funds Group Trust.
At May 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, 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 20,042,711 shares,
equal to approximately 91% 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 Messrs. Rappaport and Hyland, the present executive
officers of the Fund are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- ------------------------ --------------------------- ---- -------
<S> <C> <C> <C>
Peter J. Wilby Executive Vice President 36 1993
Thomas K. Flanagan Executive Vice President 41 1994
Alan M. Mandel Treasurer 37 1995
Tana E. Tselepis Secretary 59 1993
</TABLE>
Mr. Wilby has been an employee of SBAM and a Director of Salomon Brothers
Inc ('SBI') since May 1989. Mr. Flanagan has been an employee of SBAM and a
Director of SBI since July 1991. 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, Gelb, 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
3
<PAGE>
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
May 31, 1995. The Fund has no nominating or compensation committees.
During the fiscal year ended May 31, 1995, the Board of Directors met eight
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
Messrs. Gelb and Roett.
Under the federal securities laws, the Fund is required to provide to
stockholders in connection with the Annual Meeting information regarding
compensation paid to directors by the Fund, as well as by the various other
investment companies advised by Advantage and/or SBAM. The following table
provides information concerning the compensation paid during the fiscal year
ended May 31, 1995 to each director of the Fund. Each of the directors listed
below are members of the Audit Committee of the Fund and audit and other
committees of certain other investment companies advised by Advantage and/or
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 May 31, 1995 by the Fund to Messrs. Rappaport
and Hyland who, as employees of Advantage and SBAM, respectively, are interested
persons as defined under the Investment Company Act of 1940 (the '1940 Act').
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS TOTAL COMPENSATION TOTAL COMPENSATION
COMPENSATION CO-ADVISED BY FROM OTHER FUNDS FROM OTHER FUNDS
NAME OF NOMINEE FROM FUND ADVANTAGE AND SBAM ADVISED BY ADVANTAGE ADVISED BY SBAM TOTAL COMPENSATION
- -------------------------- ------------ ------------------ -------------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C> <C> <C>
Charles F. Barber......... $9,900 $ 47,100(5) $ 16,600(2) $ 56,125(7) $129,725(15)
Leslie H. Gelb............ $4,212 $ 12,136(3) $ 13,400(3) $ 0 $ 29,748(7)
Jeswald W. Salacuse....... $9,900 $ 25,700(3) $ 21,550(3) $ 8,700(1) $ 65,850(8)
Dr. Riordan Roett......... $ 833 $ 2,499(3) $ 5,879(1) $ 833(1) $ 10,044(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, Advantage and SBAM and
their respective 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 during the fiscal year ended 5/31/95, except that
the Form 3--Initial Statement of Beneficial Ownership of Securities for Charles
DeMarco, Vice President of Advantage, was inadvertently not timely filed.
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.
4
<PAGE>
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 May 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 May 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.
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 1996
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than April 4, 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,
Advantage, or their 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.
August 2, 1995
5
<PAGE>
THE EMERGING MARKETS INCOME FUND II INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Alan M. Mandel and Tana E. Tselepis, and both
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 The Emerging Markets Income Fund II Inc (the
'Fund') which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of the Fund to be held at Oppenheimer Tower, World
Financial Center, 200 Liberty Street, New York, New York on the 40th floor, on
Monday, September 18, 1995 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 VOTES AS IN THIS EXAMPLE:
1. ELECTION OF DIRECTORS
FOR ALL nominees Listed at right Nominees: Class I:
(except as marked to the contrary below). Riordan Roett
Leslie H. Gelb
/ /
WITHHOLD Authority to vote 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 May 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.
