<PAGE>
[PLEASE CONFIRM INFORMATION ON THIS PROXY COVER]
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:
/ / 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)
------------------------------------------------------------------------
(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)(1) 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 12, 1998
To the Stockholders:
The Annual Meeting of Stockholders of The Emerging Markets Income Fund II
Inc (the 'Fund') will be held at 7 World Trade Center, 45th Floor, New York, New
York on Wednesday, September 16, 1998, 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 PricewaterhouseCoopers LLP as
the independent accountants of the Fund for the fiscal year ending May 31,
1999 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on July 27, 1998 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,
Noel B. Daugherty
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>
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 7 World Trade Center, 45th Floor, New York, New York on Wednesday, September
16, 1998 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 12, 1998. 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 27, 1998 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 22,385,531 shares of the Fund's Common
Stock outstanding.
In accordance with the Fund's By-Laws, 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.
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.
Value Advisors LLC ('Value Advisors'), whose principal business address is
800 Newport Center Drive, Suite 100, Newport Beach, California 92660, is the
Fund's investment manager. Value Advisers is a wholly-owned subsidiary of PIMCO
Advisors L.P. ('PIMCO Advisors').
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. SBAM is an indirect wholly-owned
subsidiary of Travelers Group Inc.
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 and one Class II
Director, to hold office until the year 2001 and 1999 Annual Meetings of
Stockholders, respectively, or thereafter when their respective successors are
duly elected and qualified. The terms of office of the remaining Class II
Director and Class III Directors expire at the Annual Meeting of Stockholders in
1999 and 2000, respectively, or thereafter in each case when their respective
successors are duly elected and qualified. The
<PAGE>
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.
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. Each of the nominees currently is a member of the Board of
Directors of the Fund and each has previously been elected a director by the
Fund's stockholders, except Heath B. McLendon. 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. Michael S. Hyland resigned as a
Director of the Fund on February 23, 1998. The Fund represents that Mr. Hyland
did not resign due to any disagreement with management in connection with the
management of the Fund's affairs.
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, 1998
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
NOMINEE TO SERVE UNTIL 1999 ANNUAL MEETING
OF STOCKHOLDERS
Class II Director
Heath B. McLendon*, Co-Chairman; Managing 1998 64 288
Director, Smith Barney Inc.,
President and Director, Mutual
Management Corp. and Travelers
Investment Adviser, Inc.; Chairman of
Smith Barney Strategy Advisors Inc.
Prior to July 1993, Senior Executive
Vice President of Shearson Lehman
Brothers Inc. and Vice Chairman of
Shearson Asset Management.
NOMINEES TO SERVE UNTIL THE YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
Class I Directors
Riordan Roett, Member of Audit Committee; 1995 (B) 59 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 Audit Committee; 1994 60 0
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, 1998
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1999 ANNUAL
MEETING OF STOCKHOLDERS
Class II Director
Jeswald W. Salacuse, Member of Audit 1993 60 200
Committee; Henry J. Braker Professor
of Commercial Law, and formerly Dean,
The Fletcher School of Law &
Diplomacy, Tufts University.
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
MAY 31, 1998
DIRECTORS AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL THE YEAR 2000
ANNUAL MEETING OF STOCKHOLDERS
Class III Directors
William D. Cvengros, Co-Chairman; Chief 1997 49 0
Executive Officer and President of
Value Advisors and Chief Executive
Officer and President of PIMCO
Advisors.
Charles F. Barber, Member of Audit 1993 81 4,799
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
</TABLE>
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940, as
amended (the '1940 Act').
(A) The holdings of no director represented more than 1% of the
outstanding shares of the Fund. Each director 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 and directors also serves as a director of certain
other registered investment companies, as described below. Mr. McLendon also
serves as a director of ten other investment companies advised by SBAM, five
other investment companies advised by both Value Advisors and SBAM, forty-two
investment companies managed and/or administered by Mutual Management Corp., six
investment companies advised by Travelers Investment Management Company and
seven investment companies managed by Travelers Asset Management International
Corporation. Mr. Barber also serves as a director of ten other investment
companies advised by SBAM, five other investment companies advised by both Value
Advisors and SBAM and two other investment companies advised by Advantage
Advisers, Inc. ('Advantage Advisers'). Messrs. Cvengros and Roett are directors
of five other investment companies advised by both Value Advisors and SBAM.
Messrs. Gelb and Salacuse are directors of three other investment companies
advised by both Value Advisors and SBAM. Messrs. Roett and Salacuse are also
directors of four other investment companies advised by SBAM. Messrs. Salacuse
and Gelb also serve as directors of two other investment companies advised by
Advantage Advisers, and each serves as a director of one other investment
company advised by both Value Advisors and OpCap Advisors.
At May 31, 1998, 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 20,886,699 shares,
equal to approximately 93% 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 duly elected and
qualified. In addition to Messrs. Cvengros and McLendon, the present executive
officers of the Fund are:
3
<PAGE>
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- ------------------------ --------------------------- ---- -------
<S> <C> <C> <C>
Stephen J. Treadway President 50 1997
Peter J. Wilby Executive Vice President 38 1993
Thomas K. Flanagan Executive Vice President 43 1994
Newton B. Schott, Jr. Executive Vice President 55 1997
Lewis E. Daidone Executive Vice President 40 1998
and Treasurer
Noel B. Daugherty Secretary 33 1997
</TABLE>
Mr. Treadway has also served as an Executive Vice President of PIMCO
Advisors and as Chairman and President of PIMCO Funds Distributors LLC ('PFD')
and its predecessor since May 1996 and as an Executive Vice President of Value
Advisors since November 1997. Prior to May 1996, Mr. Treadway was employed by
Smith Barney Inc. for more than 18 years, serving in various senior officer
positions. Mr. Wilby has also been a Managing Director of SBAM and SBI since
January 1996. Prior to January 1996, he was a Director of SBAM and SBI. Mr.
Flanagan has been a Director of SBAM and SBI since July 1991. Mr. Schott has
also served as Senior Vice President of Value Advisors since November 1997. He
also currently serves as the Executive Vice President, Chief Administrative
Officer, Secretary and General Counsel to PFD and has held such positions or
other senior officer positions in PFD since May 1990. From November 1994 to
December 1996, Mr. Schott served as Senior Vice President--Legal and Secretary
to PIMCO Advisors, PFD's parent company. In addition, since November 1994, Mr.
Schott has served as Secretary and General Counsel for Columbus Circle
Investors. Mr. Daidone also serves as a Managing Director of Smith Barney and
Director and Senior Vice President of Mutual Management Corp. and Travelers
Investment Adviser, Inc. Mr. Daugherty has also been an employee of SBAM since
November 1996. From August 1993 to October 1996, he was an employee of
Chancellor LGT Asset Management and an employee of The Dreyfus Corporation prior
to August 1993.
The Fund's Audit Committee is composed of Messrs. Barber, Gelb, Salacuse
and Roett. The principal functions of the Audit Committee are: (i) to recommend
to the Board the appointment of the Fund's independent accountants; (ii) to
review with the independent accountants the scope and anticipated cost of their
audit; and (iii) 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 May 31, 1998. The Fund has no nominating or
compensation committees.
During the fiscal year ended May 31, 1998, 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.
Under federal securities law, 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 Value Advisors and/or SBAM. The following table
provides information concerning the compensation paid during the fiscal year
ended May 31, 1998 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. The Fund pays no pension or retirement benefits
to directors. In addition, no remuneration was paid during the fiscal year ended
May 31, 1998 by the Fund to Messrs. Cvengros and McLendon who are 'interested
persons,' as defined in the 1940 Act.
4
<PAGE>
<TABLE>
<CAPTION>
TOTAL COMPENSATION
AGGREGATE FROM OTHER FUNDS TOTAL COMPENSATION TOTAL COMPENSATION
COMPENSATION CO-ADVISED BY FROM OTHER FUNDS FROM OTHER FUNDS
NAME OF DIRECTOR FROM FUND VALUE ADVISORS AND SBAM ADVISED BY VALUE ADVISORS ADVISED BY SBAM TOTAL COMPENSATION
- ------------------- ------------ ----------------------- ------------------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C> <C> <C>
Charles F. Barber.. $8,500 $44,300(5) $ 0 $ 78,690(16)* $131,490(22)*
Leslie H. Gelb..... $8,500 $24,500(3) $ 7,200(1) $ 0 $ 40,200(5)
Jeswald W.
Salacuse........... $7,800 $23,800(3) $ 9,400(1) $ 27,000(4) $ 68,000(9)
Dr. Riordan Roett.. $8,500 $38,300(5) $ 0 $ 27,000(4) $ 73,800(10)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
* Includes $22,690 in deferred compensation from six investment companies
advised by an affiliate of SBAM.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(h) 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, Value Advisors 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 May
31, 1998, except that Thomas K. Flanagan, Rodney B. Berens, Jennifer G. Muzzey
and Vilas V. Gadkari have inadvertently failed to timely file their Initial
Reports on Form 3.
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 PricewaterhouseCoopers LLP
as independent accountants of the Fund for the fiscal year ending May 31, 1999.
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 PricewaterhouseCoopers LLP that at May 31, 1998
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of PricewaterhouseCoopers 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 PricewaterhouseCoopers 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.
5
<PAGE>
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 1999
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than May 14, 1999. Pursuant to the
Fund's By-Laws, floor proposals to be presented at the Fund's 1999 Annual
Meeting of Stockholders must be delivered in writing to the Secretary of the
Fund during the thirty-day period from June 18, 1999 to July 18, 1999.
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,
Value Advisors 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.
OTHER INFORMATION
The Fund's Annual Report containing financial statements for the fiscal
year ended May 31, 1998, is available free of charge by writing to the Fund c/o
Salomon Brothers Asset Management Inc at the address listed on the front cover,
or by calling toll-free 1-888-777-0102.
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.
August 12, 1998
6
