EMERGING MARKETS INCOME FUND II INC, DEF 14A, 2000-07-28

EMERGING MARKETS INCOME FUND II INC
DEF 14A, 2000-07-28

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<PAGE>
SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)

Filed by the Registrant / /

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))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

[NAME OF REGISTRANT]
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

[NAME OF FILER IF APPLICABLE]
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / 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

July 31, 2000

To the Stockholders:

The Annual Meeting of Stockholders (the "Meeting") of The Emerging Markets
Income Fund II Inc (the "Fund") will be held at 7 World Trade Center, 38th
Floor, Conference Room B, New York, New York, on Thursday, September 7, 2000, at
3:30 p.m., New York time, 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,
2001 (Proposal 2);

3. Any other business that may properly come before the meeting.

The close of business on July 17, 2000 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,

Christina T. Sydor
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, 38th Floor, Conference Room B, New York, New York, on
Thursday, September 7, 2000 at 3:30 p.m., New York time (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 July 31, 2000.
Stockholders who execute proxies retain the right to revoke them in person at
the 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 17, 2000 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 July 17, 2000, there were 23,459,604
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 the Fund's Common Stock entitled to vote at the Meeting.
In the event that a quorum is not present at the 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.
PIMCO Advisors LP ("PIMCO Advisors"), whose principal business address is
800 Newport Center Drive, Newport Beach, California 92660, is the Fund's
investment manager. Previously, Value Advisors LLC ("Value Advisors"), a
subsidiary of PIMCO Advisors, served as investment manager to the Fund.
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. SBAM is an indirect wholly-owned subsidiary of Citigroup
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 III Directors to hold office until
the year 2003 Annual Meeting of Stockholders, or thereafter when their
respective successors are duly elected and qualified. The terms of office of the
Class I Directors and the Class III Directors expire at the Annual Meetings of
Stockholders in the years 2001 and 2002, respectively, or thereafter in each
case when their respective successors are duly 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
Meeting (unless directed not to vote) FOR the election of the nominees named
below. All of the nominees for election are currently members of the Fund's
Board of Directors and each has previously been elected a director by the Fund's
stockholders. 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 of the Fund:

The following table provides information concerning the remaining directors
of the Fund:

<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
MAY 31, 2000
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES (A)
------------------------------------------ -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL THE YEAR 2002
ANNUAL MEETING OF STOCKHOLDERS
CLASS II DIRECTORS
Jeswald W. Salacuse, Member of Audit 1994 62 200
Committee; Henry J. Braker Profes-
sor of Commercial Law and formerly
Dean, The Fletcher School of Law &
Diplomacy, Tufts University.
Heath B. McLendon*, Co-Chairman; Managing 1998 67 342
Director, Salomon Smith Barney Inc.,
President and Director, SSB Citi
Funds Management LLC ("SSB Citi") and
Travelers Investment Adviser, Inc.
DIRECTORS SERVING UNTIL THE YEAR 2001
ANNUAL MEETING OF STOCKHOLDERS
CLASS I DIRECTORS
Leslie H. Gelb, Member of the Audit 1994 63 0
Committee; President, The Council on
Foreign Relations; formerly,
Columnist, Deputy Editorial Page
Editor and Editor, Op-Ed Page, The
New York Times.
Riordan Roett, Member of Audit Committee; 1995 61 100
Professor and Director, Latin
American Studies Program, Paul H.
Nitze School of Advanced Interna-
tional Studies, Johns Hopkins
University.
</TABLE>
(Footnotes on next page)

2
<PAGE>
(Footnotes from previous page)
------------------
* "Interested person" as defined in the Investment Company Act of 1940, as
amended (the "1940 Act").

(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 also serve 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 PIMCO Advisors and SBAM, forty-three
investment companies managed and/or administered by SSB Citi, five investment
companies advised by Travelers Investment Management Company, seven investment
companies managed by Travelers Asset Management International Corporation and
six investment companies managed by Citibank. Mr. Barber also serves as a
director of ten other investment companies advised by SBAM, five other
investment companies advised by both PIMCO Advisors and SBAM, two investment
companies advised by Advantage Advisors, Inc. ("Advantage") and three investment
companies advised by CIBC Oppenheimer Advisors, L.L.C. ("CIBC"), an affiliated
company of Advantage. Messrs. Cvengros, Roett, Gelb and Salacuse are directors
of five other investment companies advised by both PIMCO 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, and Mr. Salacuse serves as a director
of one other investment company advised by PIMCO Advisors.

At May 31, 2000, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund's Common Stock.
To the knowledge of the Fund's management, no person owned of record or owned
beneficially, more than 5% of the Fund's outstanding shares of Common Stock at
that date, except that Cede & Co., a nominee for participants in Depository
Trust Company, held of record 22,065,652 shares, equal to approximately 94% of
the outstanding shares of the Fund's Common Stock.

The Fund's executive officers are chosen each year at the first meeting of
the Fund's Board of Directors 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. Cvengros and McLendon, the present executive officers of the Fund are:

<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
------------------------ --------------------------- ---- -------
<S> <C> <C> <C>
Stephen J. Treadway President 52 1997
Peter J. Wilby Executive Vice President 41 1994
Thomas K. Flanagan Executive Vice President 47 1994
James E. Craige Executive Vice President 32 1999
Newton B. Schott, Jr. Executive Vice President 58 1997
Lewis E. Daidone Executive Vice President 42 1998
and Treasurer
Christina T. Sydor Secretary 48 1998
</TABLE>

3
<PAGE>
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. Prior to May 1996, Mr. Treadway was employed
by Salomon Smith Barney for more than 18 years, serving in various senior
officer positions. Mr. Wilby has also been a Managing Director of SBAM and
Salomon Smith Barney since January 1996. Prior to January 1996, he was a
Director of SBAM and Salomon Smith Barney. Mr. Flanagan has also been a Managing
Director of SBAM and Salomon Smith Barney since December 1998. Prior to December
1998, Mr. Flanagan was a Director of SBAM and Salomon Smith Barney since July
1991. Mr. Craige has also been a Managing Director of SBAM and SSB since
December 1998. He was a Director of SBAM and SSB since January 1998 and a Vice
President of SBAM and SSB since May 1992. Mr. Schott 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.
Mr. Daidone has also been a Managing Director of Salomon Smith Barney since
1990. He is a director and Senior Vice President of SSB Citi and Travelers
Investment Advisers, Inc., and is the Senior Vice President, Treasurer and Chief
Financial Officer of its mutual fund complex. Ms. Sydor is also a Managing
Director of Salomon Smith Barney. She is General Counsel of SSB Citi and
Travelers Investment Advisers, Inc., and is also Secretary of the investment
companies sponsored by Salomon Smith Barney.

The Fund's Audit Committee is composed of Messrs. Barber, Gelb, Salacuse
and Dr. 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. The Audit Committee
met once during the fiscal year ended May 31, 2000. The Fund has no nominating
or compensation committees.

During the fiscal year ended May 31, 2000, the Board of Directors met four
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 the federal securities laws, the Fund is required to provide to
stockholders in connection with the Meeting information regarding compensation
paid to directors by the Fund, as well as by the various other investment
companies advised by PIMCO Advisors and/or SBAM. The following table provides
information concerning the compensation paid to each director from the Fund for
the fiscal year ended May 31, 2000 and the total compensation paid to each
director for the calendar year ended December 31, 1999. Each of the directors
listed below are members of the Fund's Audit Committee and other committees of
certain other investment companies advised by PIMCO Advisors and/or SBAM, and,
accordingly, the amounts provided in the table include compensation for service
on such committees. 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, 2000 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 COMPENSATION FROM THE FUND AND OTHER
FROM THE FUND FUNDS ADVISED BY SBAM
FOR THE FISCAL YEAR ENDED AND ITS AFFILIATES FOR THE
NAME OF DIRECTOR MAY 31, 2000 CALENDAR YEAR ENDED 12/31/99
------------------------------------------------------------------- ------------------------- ----------------------------
DIRECTORSHIPS(A)
<S> <C> <C>
Charles F. Barber.................................................. $ 7,800 $135,100(16)
Leslie H. Gelb..................................................... $ 7,100 $ 26,400(6)
Jeswald W. Salacuse................................................ $ 7,800 $ 80,300(10)
Dr. Riordan Roett.................................................. $ 7,800 $ 64,600(10)
</TABLE>

------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
(*) In addition, Mr. Barber received $18,375 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 10% 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 period ended May 31, 2000.

REQUIRED VOTE

Directors are elected by a plurality of the votes cast by the holders of
shares of the Fund's Common Stock present in person or represented by proxy at a
meeting at which a quorum is 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.

THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" EACH OF THE NOMINEES FOR
DIRECTOR.

PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

The Fund's Board of Directors has selected PricewaterhouseCoopers LLP as
the Fund's independent accountants for the fiscal year ending May 31, 2001. 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, 2000
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 present 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.

REQUIRED VOTE

Ratification of the selection of PricewaterhouseCoopers LLP as the Fund's
independent accountants requires the affirmative vote of the holders of a
majority of the votes cast by holders of shares of the Fund's Common Stock
present in person or represented by proxy at a meeting at which a quorum is
present. For purposes

5
<PAGE>
of this proposal, abstentions and broker non-votes will not be considered to be
votes cast for the foregoing purpose.

THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" RATIFICATION OF THE
SELECTION OF INDEPENDENT ACCOUNTANTS.

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 2001
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than April 3, 2001. Any stockholder who
desires to bring a proposal at the Fund's 2001 Annual Meeting of Stockholders
without including such proposal in the Fund's Proxy Statement must deliver
written notice thereof to the Secretary of the Fund (addressed to The Emerging
Markets Income Fund II Inc, 7 World Trade Center, New York, New York 10048)
during the period from June 8, 2001 to July 10, 2001.

OTHER INFORMATION

The Fund's Annual Report containing financial statements for the fiscal
year ended May 31, 2000, 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.

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,
PIMCO 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 will
be reimbursed by the Fund for such out-of-pocket expenses.

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.

July 31, 2000

<PAGE>

--------------------------------------------------------------------------------

THE EMERGING MARKETS INCOME FUND II INC

PROXY SOLICITED ON BEHALF OF THE DIRECTORS

The undersigned hereby appoints Heath B. McLendon, Lewis E. Daidone and
Robert A. Vagliante, 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 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 7 World
Trade Center, New York, New York on Thursday, September 7, 2000, at 3:30 p.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>

WHEN PROXY IS OKAYED, PLEASE SIGN
& DATE IT ABOVE

Please date, sign and mail your
proxy card back as soon as possible!

Annual Meeting of Stockholders
THE EMERGING MARKETS INCOME FUND II INC

September 7, 2000

Please Detach and Mail in the Envelope Provided
--------------------------------------------------------------------------------

/X/ Please mark your
votes as in this
example.

FOR Nominees WITHHOLD Authority
Listed at Right to vote for
(except as marked all nominees
to the contrary) listed at right

1. ELECTION OF DIRECTORS / / / /

Nominees: Charles F. Barber
William D. Cvengros

INSTRUCTION: To withhold authority to vote for any individual nominee, write the
name of the nominee(s) on the line below.

-----------------------------------------

FOR AGAINST ABSTAIN

2. The ratification of the selection / / / / / /
of PricewaterhouseCoopers LLP as the
independent accountants of the Fund
for the fiscal year ending May 31, 2001.

3. Any other business that may properly come before the meeting.

4. I will be attending the meeting. / /

Proxies are authorized to vote in their discretion on any other business as may
properly come before the meeting or any adjournments thereof.

Please Sign, Date and Return the Proxy Promptly Using the Enclosed Envelope.

Signature Date , 2000
--------------------------------------------- -------------

Signature Date , 2000
--------------------------------------------- -------------
JOINTLY HELD

NOTE: Please sign this proxy exactly as your name appears on the Proxy. If joint
owners EITHER may sign this Proxy. When signing as executor,
administrator, trustee, or guardian, please give full title as such.