SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [XXX]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[XXX] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec 240.14a-11(c) or Sec. 240.14a-12
HIGH INCOME OPPORTUNITY FUND INC.
(Name of Registrant as Specified In Its Charter)
NANCY W. LE DONNE
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[XXX] $125 per Exchange Act Rules 0-11 (c) (1)(ii), 14a-6 (i)(1), or
14a-6(j)(2) or the 1940 Act Rule 20a-1.
[ ] $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:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] 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:
funds\#hio\1996\secdocs\proxy.doc
HIGH INCOME OPPORTUNITY FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
-------------------------------
TO BE HELD ON FEBRUARY 27, 1996
-------------------------------
To the Stockholders of High Income Opportunity Fund Inc.:
The Annual Meeting of Stockholders of HIGH INCOME OPPORTUNITY FUND INC.
(the "Fund") will be held at the Fund's offices at 388 Greenwich Street, New
York, New York, 26th Floor, on February 27, 1996 at 10:00 A.M. (New York Time)
for the following purposes:
1. To elect three directors, each to hold office for the term indicated and
until his successor shall have been elected and qualified;
2. To consider and act upon the ratification of the selection of KPMG Peat
Marwick LLP as independent auditors of the Fund; and
3. To transact such other business as may properly come before the meeting
or any adjournments thereof.
The stock transfer books will not be closed, but in lieu thereof, the Board
of Directors has fixed the close of business on January 15, 1996 as the record
date for the determination of stockholders entitled to notice of, and to vote
at, the meeting and any adjournments thereof.
By Order of the Board of Directors
Christina T. Sydor
Secretary
New York, New York
January 29, 1996
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING IN PERSON OR
BY PROXY; IF YOU DO NOT EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE,
SIGN AND RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE PROVIDED
FOR YOUR CONVENIENCE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES.
<PAGE>
HIGH INCOME OPPORTUNITY FUND INC.
388 GREENWICH STREET
NEW YORK, NEW YORK 10013
-------------------------------
PROXY STATEMENT
-------------------------------
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 27, 1996
INTRODUCTION
This proxy statement is furnished in connection with the solicitation by
the Board of Directors (the "Board") of the High Income Opportunity Fund Inc.
(the "Fund") of proxies to be voted at the Annual Meeting of Stockholders (the
"Meeting") of the Fund to be held at the Fund's principal executive offices at
388 Greenwich Street, 26th Floor, New York, New York 10013, on February 27, 1996
at 10:00 A.M. (New York Time), and at any adjournments thereof, for the purposes
set forth in the accompanying Notice of Annual Meeting of Stockholders.
The cost of soliciting proxies will be borne by the Fund. Proxy
solicitations will be made mainly by mail. In addition, certain officers,
directors and employees of the Fund; Smith Barney Inc. ("Smith Barney"), the
Fund's distributor; Smith Barney Mutual Funds Management Inc. ("SBMFM" or the
"Manager"), the Fund's investment manager; and/or First Data Investor Services
Group, Inc. ("First Data"), the Fund's transfer agent, may solicit proxies in
person or by telephone, telegraph, or mail. Smith Barney and SBMFM are each
located at 388 Greenwich Street, New York, New York 10013; First Data is located
at 53 State Street, Boston, Massachusetts 02109.
The Annual Report of the Fund, including audited financial statements for
the fiscal year ended September 30, 1995 has previously been furnished to all
shareholders of the Fund. This proxy statement and form of proxy are first being
mailed to shareholders on or about January 29, 1996. The Fund will provide
additional copies of the annual report to any shareholder upon request by
calling the Fund at 1-800-224-7523.
All properly executed proxies received prior to the Meeting will be voted
at the Meeting in accordance with the instructions marked thereon or otherwise
as provided therein. Unless instructions to the contrary are marked, shares
represented by the proxies will be voted "FOR" all the proposals. For purposes
of determining the presence of a quorum for transacting business at the Meeting,
abstentions and broker "non-votes" (i.e. proxies from brokers or nominees
indicating that such persons have not received instructions from the beneficial
<PAGE>
owner or other persons entitled to vote shares on a particular matter with
respect to which the brokers or nominees do not have discretionary power) will
be treated as shares that are present but which have not been voted. For this
reason, abstentions and broker "non-votes" will have the effect of a "no" vote
for purposes of obtaining the requisite approval of a proposal. Proposal 1
requires for approval the affirmative vote of a plurality of the votes cast at
the Meeting with a quorum present, in person or by proxy by the shareholders of
the Fund voting on the matter. Proposal 2 requires for approval the affirmative
vote of a majority of the votes cast at the Meeting with a quorum present, in
person or by proxy by the shareholders of the Fund voting on the matter. Any
proxy may be revoked at any time prior to the exercise thereof by submitting
another proxy bearing a later date or by giving written notice to the Secretary
of the Fund at the Fund's address indicated above or by voting in person at the
Meeting.
The Board knows of no business other than that specifically mentioned in
the Notice of Meeting which will be presented for consideration at the Meeting.
If any other matters are properly presented, it is the intention of the persons
named in the enclosed proxy to vote in accordance with their best judgment.
The Board of Directors of the Fund has fixed the close of business on
January 15, 1996 as the record date for the determination of stockholders of the
Fund entitled to notice of and to vote at the Meeting or any adjournment
thereof. Stockholders of the Fund on that date will be entitled to one vote on
each matter for each share held and a fractional vote with respect to fractional
shares with no cumulative voting rights. At the close of business on January 15,
1996, the Fund had outstanding 69,858,000 shares of Common Stock, par value
$.001 per share, the only authorized class of stock, of which 68,434,528 (or
97.96%) were held in accounts, but not beneficially owned by Cede & Co., P.O.
Box 20, Bowling Green Station, New York, New York 10004. At the close of
business on January 15, 1996, no other person (including any "group" as that
term is used in Section 13(d) of the Exchange Act of 1934) to the knowledge of
the Board of Directors or the Fund, owned beneficially more than 5% of the
outstanding shares of the Fund. As of the Record Date, the officers and Board
members of the Fund beneficially owned less than 1% of the outstanding shares of
the Fund.
As of the Record Date, to the knowledge of the Fund, no shares of Smith
Barney or its ultimate parent corporation, Travelers Group Inc. ("Travelers"),
were held by Board members who are not interested persons of the Fund (as that
term is used in the Investment Company Act of 1940, as amended (the "1940
Act")).
In the event that sufficient votes in favor of the proposals set forth in
the Notice of Meeting and this Proxy Statement are not received by the time
scheduled for the Meeting, the persons named as proxies may move one or more
adjournments of the Meeting to permit further solicitation of proxies with
respect to any such proposals. In determining whether to adjourn the Meeting,
the following factors may be considered: the nature of the proposals that are
the subject of the Meeting, the percentage of votes actually cast, the
percentage of negative votes actually cast, the nature of any further
2
<PAGE>
solicitation and the information to be provided to shareholders with respect to
the reasons for the solicitation. Any such adjournment will require the
affirmative vote of a majority of the shares present at the Meeting. The persons
named as proxies will vote in favor of such adjournment those shares which they
are entitled to vote and which have voted in favor of such proposals.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board of Directors of the Fund is classified into three classes. The
directors serving in Class I have terms expiring at the Meeting; each Class I
director currently serving on the Board has been nominated by the Board of
Directors for re-election at the Meeting to serve until the 1999 Annual Meeting
of Stockholders or until their successors have been duly elected and qualified.
The Board of Directors of the Fund knows of no reason why any of the Class
I nominees listed below will be unable to serve, but in the event of any such
unavailability, the proxies received will be voted for such substitute nominees
as the Board of Directors may recommend.
Certain information concerning the nominees is set forth below. All of the
nominees are currently directors of the Fund and have served in such capacity
since the Fund commenced operations. Except as indicated, each individual has
held the office shown or other offices in the same company for the last five
years. Directors affiliated with the Manager and considered an "interested
person" as defined in the 1940 Act are indicated by an asterisk(*).
Persons Nominated for Election as Directors
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned as of
Name Other Directorships, and Age January 15, 1996
---- ---------------------------- ----------------
CLASS I DIRECTORS
Joseph H. Fleiss Retired; Director of ten None
Director since 1993 investment companies associated
with Smith Barney. Formerly,
Senior Vice President of
Citibank, Manager of Citibank's
Bond Investment Portfolio and
Money Desk, and a Director of
Citicorp Securities Co., Inc.;
78.
Francis P. Martin Practicing physician; Director None
Director since 1993 of ten investment companies
associated with Smith Barney.
Formerly President of the Nassau
Physicians' Fund, Inc.; 71.
3
<PAGE>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned as of
Name Other Directorships, and Age January 15, 1996
---- ---------------------------- ----------------
CLASS I DIRECTORS (cont'd)
C. Richard Youngdahl Retired; Director of ten 10,134
Director since 1993 investment companies associated (Less than 1%)
with Smith Barney and member of
the Board of Directors of D.W.
Rich & Company, Inc. Formerly
Chairman of the Board of
Pensions of the Lutheran Church
in America and Chairman of the
Board and Chief Executive
Officer of Aubrey G. Lanston &
Co. (dealers in U.S. Government
Securities) and President of the
Association of Primary Dealers
in U.S. Government Securities;
80.
The remainder of the Board constitutes the Class II and Class III directors (as
indicated by the Number II or III), none of whom will stand for election at the
Meeting, as their terms will expire in 1997 and 1998, respectively.
Directors Continuing in Office
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned as of
Name Other Directorships, and Age January 15, 1996
---- ---------------------------- ----------------
CLASS II DIRECTORS
John P. Toolan Retired; Director of ten None
Director since 1993(II) investment companies associated
with Smith Barney. Formerly
Director and Chairman of the
Smith Barney Trust Company,
Director of Smith Barney Inc.
and the Manager. Prior to 1992,
Senior Executive Vice President,
Director and Member of the
Executive Committee of Smith
Barney; 65.
Heath B. McLendon * Managing Director of Smith 121
Director since 1993(II) Barney; Director of forty-two (Less than 1%)
investment companies associated
with Smith Barney; Chairman of
the Board of Smith Barney
Strategy Advisers Inc.; and
President of the Manager. Prior
to July 1993, Senior Executive
Vice President of Shearson
Lehman Brothers Inc.; Vice
Chairman Shearson Asset
Management; and a Director of
PanAgora Asset Management, Inc.
and PanAgora Asset Management
Limited; 62.
4
<PAGE>
Number of Shares
Principal Occupations and % Beneficially
During Past Five Years, owned as of
Name Other Directorships, and Age January 15, 1996
---- ---------------------------- ----------------
Roderick C. Rasmussen Investment Counselor; Director None
Director since 1993(II) of ten investment companies
associated with Smith Barney.
Formerly Vice President of
Dresdner and Company Inc.
(investment counselors); 69.
Jessica Bibliowicz*
Director since 1995(III) Executive Vice President of None
Smith Barney; Director of twelve
investment companies associated
with Smith Barney, President of
forty-one investment companies
associated with Smith Barney.
Prior to January 1994, Director
of Sales and Marketing for
Prudential Mutual Funds; prior
to September 1991, First Vice
President, Asset Management
Division of Shearson Lehman
Brothers Inc.; 36.
Donald R. Foley
Director since 1993(III) Retired; Director of ten 106
investment companies associated (Less than 1%)
with Smith Barney. Formerly Vice
President of Edwin Bird Wilson,
Incorporated (advertising); 73.
Paul Hardin
Director since 1994(III) Professor of Law at the None
University of North Carolina at
Chapel Hill; Director of twelve
investment companies associated
with Smith Barney and a Director
of The Summit Bancorporation.
Formerly, Chancellor of the
University of North Carolina at
Chapel Hill; 64.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act each requires the Fund's officers and directors, persons who
beneficially own more than ten percent of a registered class of the Fund's
equity securities, and certain other entities to file reports of ownership with
the Securities and Exchange Commission, the New York Stock Exchange and the
Fund. Based solely upon its review of the copies of such forms received by it,
except for a late filing of a Statement of Changes in Beneficial Ownership for
Travelers Group Inc. and of an Initial Statement of Beneficial Ownership of
Securities for Paul Hardin, the Fund believes that, during fiscal year 1995, all
filing requirements applicable to such persons were complied with.
The Fund has no compensation or nominating committee of the Board of
Directors, or any committee performing similar functions. The Fund has an audit
committee composed of all the directors who are not interested persons of the
Fund or the Manager (the "independent directors") which is charged with
recommending a firm of independent auditors to the Fund and reviewing accounting
matters with the auditors.
5
<PAGE>
Five meetings of the Board of Directors of the Fund were held during the
last fiscal year, four of which were regular meetings. The audit committee held
one meeting during the same period. In the last fiscal year each incumbent
director attended each meeting of the Board and committee of which he or she is
a member that were held during the period for which he or she has been a
director.
Only the independent directors receive remuneration from the Fund for
acting as a director. Aggregate fees (including reimbursement for travel and
out-of-pocket expenses) of $26,999 were paid to such directors by the Fund for
the fiscal year ended September 30, 1995. Fees for independent directors who are
directors of a group of funds sponsored by Smith Barney are set at $40,000 per
annum and are allocated based on relative net assets of each fund in the group.
In addition, these Directors receive $100 per fund or portfolio for each Board
meeting attended plus travel and out-of-pocket expenses incurred in connection
with Board meetings. The Board meeting fees and the out-of-pocket expenses are
borne equally by each individual fund or portfolio in the group. None of the
officers of the Fund received any compensation from the Fund for such period.
Officers and interested directors of the Fund are compensated by the Manager or
by Smith Barney.
The following table shows the compensation paid by the Fund to each
incumbent director during the Fund's last fiscal year.
COMPENSATION TABLE
<TABLE>
<CAPTION>
Total
Pension or Compensation Number of
Retirement from Fund Funds for
Aggregate Benefits Accrued and Fund Which Director
Compensation as part of Complex Serves Within
Name of Person from Fund Fund Expenses Paid to Directors Fund Complex
- -------------- --------- ------------- ----------------- ------------
<S> <C> <C> <C> <C>
Jessica Bibliowicz* $0 $0 $0 12
Joseph H. Fleiss 1,958.00 0 51,100.00 10
Donald R. Foley 1,958.00 0 51,100.00 10
Paul Hardin 1,958.00 0 64,325.00 12
Francis P. Martin 1,958.00 0 51,100.00 10
Heath B. McLendon* 0 0 0 42
Roderick C. Rasmussen 1,958.00 0 51,100.00 10
John P. Toolan 1,958.00 0 51,100.00 10
C. Richard Youngdahl 1,958.00 0 51,100.00 10
</TABLE>
- ----------
* Designates an "interested director".
6
<PAGE>
The following is a list of the current executive officers of the Fund, all
of whom have been elected by the directors to serve until their respective
successors are elected:
<TABLE>
<CAPTION>
Offices and Positions Period Principal Occupations During
Name Held with Fund Offices Held Past Five Years and Age
-------------- ------------ -----------------------
<S> <C> <C> <C>
Jessica Bibliowicz President 1995 to date (see table of directors above)
Lewis E. Daidone Senior Vice President 1993 to date Managing Director of Smith
Barney; Senior Vice President
and Treasurer of the other
investment companies associated
with Smith Barney; Director and
Senior Vice President of the
Manager; 38.
John C. Bianchi Vice President 1993 to date Managing Director of Smith
Barney and investment officer of
other investment companies
associated with Smith Barney;
40.
Christina T. Sydor Secretary 1993 to date Managing Director of Smith
Barney; Secretary of the other
investment companies associated
with Smith Barney; Secretary and
General Counsel of the Manager;
44.
Thomas M. Controller and 1993 to date Director of Smith Barney and
Reynolds Assistant Secretary Controller and Assistant
Secretary of certain other
investment companies associated
with Smith Barney. Prior to
September 1991, Assistant
Treasurer of Aquila Management
Corporation and its associated
investment companies; 36.
</TABLE>
The Board of Directors, including all of the independent Board members,
recommends that you vote "FOR" the election of nominees to the Board.
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP ("KPMG") have been selected as the independent
auditors to audit the accounts of the Fund for and during the fiscal year ending
September 30, 1996 by a majority of the independent directors by a vote cast in
person subject to ratification by the stockholders at the Meeting (the entire
Board concurred in the selection). KPMG also serves as the independent auditors
for the Manager, other investment companies associated with Smith Barney and for
Travelers. KPMG has no direct or material indirect financial interest in the
Fund, the Manager, Travelers or any other investment company sponsored by Smith
Barney or its affiliates.
7
<PAGE>
If the Fund receives a written request from any stockholder at least five
days prior to the Meeting stating that the stockholder will be present in person
at the Meeting and desires to ask questions of the auditors concerning the
Fund's financial statements, the Fund will arrange to have a representative of
KPMG present at the Meeting who will respond to appropriate questions and have
an opportunity to make a statement.
The affirmative vote of a majority of shares present and voting at the
Meeting is required to ratify the selection of KPMG. The Board of Directors,
including all of the independent Board members, recommends that the stockholders
vote "FOR" the ratification of the selection of independent auditors.
DEADLINE FOR STOCKHOLDER PROPOSALS
Stockholder proposals intended to be presented at the 1997 Annual Meeting
of the Stockholders of the Fund must be received by September 15, 1996 to be
included in the proxy statement and the form of proxy relating to that meeting
as the Fund expects that the 1997 Annual Meeting will be held in late February
of 1997.
OTHER MATTERS
The management knows of no other matters which are to be brought before the
Meeting. However, if any other matters not now known or determined properly come
before the Meeting, it is the intention of the persons named in the enclosed
form of proxy to vote such proxy in accordance with their judgment on such
matters.
All proxies received will be voted in favor of all the proposals, unless
otherwise directed therein.
By Order of the Board of Directors
Christina T. Sydor
Secretary
January 29, 1996
8
HIGH INCOME OPPORTUNITY FUND INC. This Proxy is Solicited on Behalf of the
Directors of the Fund.
388 Greenwich Street
New York, New York 10013
The undersigned hereby appoints HEATH B. McLENDON and
LEWIS E. DAIDONE, and each of them acting in the absence of
the other, as Proxies, each with the power to appoint his
substitute, and hereby authorizes them to represent and to
vote, as designated herein, all the shares of common stock of
High Income Opportunity Fund, Inc. held of record by the
undersigned on January 15, 1996 at a Meeting of Stockholders
to be held on February 27, 1996 or any adjournment thereof.
PROXY
ELECTION OF DIRECTORS
FOR OR FOR OR WITH-
ALL ALL HOLD
EXCEPT
1. ELECTION OF DIRECTORS
J.H. Fleiss, F.P. Martin,
and C.R. Youngdahl
(INSTRUCTION: To withhold authority to vote for any individual nominee write
that nominee's name on the space provided above and check center box to the
right.)
PROPOSALS
The Board of Directors recommends a vote "FOR" the following proposals:
FOR AGAINST ABSTAIN
2. PROPOSAL TO RATIFY THE SELECTION OF KPMG PEAT MARWICK LLP AS THE
INDEPENDENT AUDITORS OF THE FUND.
3. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Please sign on the reverse side.
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be
voted FOR each nominee for director and for each
proposal.
Please sign exactly as name appears
to the left. When shares are held
by joint tenants, both should sign,
or if one signs, that stockholder's
vote binds both stockholders. When
signing as attorney, executor,
administrator, agent, trustee or
guardian, please give full title as
such. If a corporation, please sign
in full corporate name by President
or other authorized officer. If a
partnership, please sign in
partnership name by authorized
person.
Signature
Signature if held jointly
Dated: ,1996
PLEASE MARK, SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE
ENCLOSED ENVELOPE.
