|
Previous: PACIFIC GULF PROPERTIES INC, 8-K, EX-99.1, 2000-11-09 |
Next: PHOTONICS CORP, 10-Q, 2000-11-09 |
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 Section 240.14a-12 |
Corporate High Yield Fund II, Inc. P.O. Box 9011 Princeton,
New Jersey 08543-9011
Payment of Filing Fee (Check the appropriate box):
[X] | No fee required. | |
[ ] | 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: | ||
|
PROXY STATEMENT
CORPORATE HIGH YIELD FUND II, INC.
2000 ANNUAL MEETING OF STOCKHOLDERS
December 13, 2000
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of Corporate High Yield Fund II, Inc., a Maryland corporation (the Fund), to be voted at the 2000 Annual Meeting of Stockholders of the Fund (the Meeting), to be held at the offices of Merrill Lynch Investment Managers, L.P. (MLIM), 800 Scudders Mill Road, Plainsboro, New Jersey 08536, on Wednesday, December 13, 2000 at 1:40 p.m. The approximate mailing date of this Proxy Statement is November 13, 2000.
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, proxies will be voted for the election of the Board of Directors to serve for the ensuing year and for the ratification of the selection of independent auditors to serve for the Funds current fiscal year. Any proxy may be revoked at any time prior to the exercise thereof by giving written notice to the Secretary of the Fund at the Funds address indicated above or by voting in person at the Meeting.
The Board of Directors has fixed the close of business on October 30, 2000, as the record date (the Record Date) for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournment thereof. Stockholders on the Record Date will be entitled to one vote for each share held, with no shares having cumulative voting rights. As of the Record Date, the Fund had outstanding 9,303,785 shares of common stock, par value $.10 per share (Common Stock). To the knowledge of the Fund, as of the Record Date, no person was the beneficial owner of more than five percent of the outstanding shares of Common Stock.
The Board of Directors of the Fund knows of no business other than that mentioned in Items 1 and 2 of the Notice of Meeting which will be presented for consideration at the Meeting. If any other matter is properly presented, it is the intention of the persons named in the enclosed proxy to vote in accordance with their best judgment.
ITEM 1. ELECTION OF DIRECTORS
At the Meeting, the Board of Directors will be elected to serve until the next Annual Meeting of Stockholders and until their successors are elected and qualified. It is intended that all properly executed proxies will be voted (unless such authority has been withheld in the proxy) in favor of the seven (7) persons designated as directors to be elected by holders of Common Stock. The Board of Directors of the Fund knows of no reason why any of these nominees will be unable to serve, but in the event of any such unavailability, the proxies received will be voted for such substitute nominee or nominees as the Board of Directors may recommend.
Certain information concerning the nominees is set forth as follows:
Shares of | ||||||||||||||
Common Stock | ||||||||||||||
of the Fund | ||||||||||||||
Beneficially | ||||||||||||||
Principal Occupation During Past | Director | Owned at the | ||||||||||||
Name and Address of Nominee | Age | Five Years and Public Directorships(1) | Since | Record Date | ||||||||||
Terry K. Glenn(1)* P.O. Box 9011 Princeton, New Jersey 08543-9011 |
60 |
Executive Vice President of MLIM and Fund Asset Management, L.P.
(FAM) (which terms as used herein include their
corporate predecessors) since 1983; Executive Vice President and
Director of Princeton Services, Inc. (Princeton
Services) since 1993; President of FAM Distributors, Inc.
(FAMD) since 1986 and Director thereof since 1991;
President of Princeton Administrators, L.P. since 1988.
|
1999 | 0 | ||||||||||
Joe Grills(1)(2) P.O. Box 98 Rapidan, Virginia 22733 |
65 |
Member of the Committee of Investment of Employee Benefit Assets
of the Financial Executives Institute (affiliation changed in
June 2000 to the Association of Financial Professionals)
(CIEBA) since 1986; Member of CIEBAs Executive
Committee since 1988 and its Chairman from 1991 to 1992;
Assistant Treasurer of International Business Machines
Corporation (IBM) and Chief Investment Officer of
IBM Retirement Funds from 1986 to 1993; Member of the Investment
Advisory Committees of the State of New York Common Retirement
Fund and the Howard Hughes Medical Institute since 1997;
Director, Duke Management Company since 1992 and Vice Chairman
thereof since 1998; Director, LaSalle Street Fund since 1995;
Director, Hotchkis and Wiley Mutual Funds since 1996; Director,
Kimco Realty
|
1994 | 0 |
2
Shares of | |||||||||||||||
Common Stock | |||||||||||||||
of the Fund | |||||||||||||||
Beneficially | |||||||||||||||
Principal Occupation During Past | Director | Owned at the | |||||||||||||
Name and Address of Nominee | Age | Five Years and Public Directorships(1) | Since | Record Date | |||||||||||
Joe Grills, contd.
|
65 |
Corporation since 1997; Member of the Investment Advisory
Committee of the Virginia Retirement System since 1998;
Director, Montpelier Foundation since 1998 and its Vice Chairman
since 2000; Member of the Investment Committee of the Woodberry
Forest School since 2000; Member of the Investment Committee of
the National Trust for Historic Preservation since 2000.
|
1994 | 0 | |||||||||||
Walter Mintz(1)(2) 1114 Avenue of the Americas New York, New York 10036 |
71 |
Special Limited Partner of Cumberland Associates (investment
partnership) since 1982.
|
1993 | 0 | |||||||||||
Robert S. Salomon, Jr.(1)(2) 106 Dolphin Cove Quay Stamford, Connecticut 06902 |
63 |
Principal of STI Management (investment adviser) since 1994;
Chairman and CEO of Salomon Brothers Asset Management Inc. from
1992 to 1995; Chairman of Salomon Brothers Equity Mutual Funds
from 1992 to 1995; regular columnist with Forbes Magazine
since 1992; Director of Stock Research and U.S. Equity
Strategist at Salomon Brothers Inc from 1975 to 1991; Trustee,
Commonfund since 1980.
|
1996 | 0 | |||||||||||
Melvin R. Seiden(1)(2) 780 Third Avenue, Suite 2502 New York, New York 10017 |
70 |
Director of Silbanc Properties, Ltd. (real estate, investment
and consulting) since 1987; Chairman and President of Seiden
& de Cuevas, Inc. (private investment firm) from 1964 to
1987.
|
1993 | 0 | |||||||||||
Stephen B. Swensrud(1)(2) 88 Broad Street, 2nd Floor Boston, Massachusetts 02110 |
67 |
Chairman of Fernwood Advisors (investment adviser) since 1996;
Principal of Fernwood Associates (financial consultant) since
1975; Director and Chairman, RPP Corporation since 1999;
Director, International Mobile Communications, Inc. since 1999.
|
1993 | 0 |
(1) | Each of the nominees is a director, trustee or member of an advisory board of certain other investment companies for which FAM or MLIM acts as investment adviser. |
(2) | Member of the Audit Committee of the Board of Directors. |
* | Interested person, as defined in the Investment Company Act of 1940, as amended (the Investment Company Act), of the Fund. |
3
Committees and Board of Directors Meetings. The Board of Directors has a standing Audit Committee, which consists of the Directors who are not interested persons of the Fund within the meaning of the Investment Company Act. The principal purpose of the Audit Committee is to review the scope of the annual audit conducted by the Funds independent auditors and the evaluation by such auditors of the accounting procedures followed by the Fund. The Audit Committee also reviews and nominates candidates to serve as non-interested Directors. The Audit Committee generally will not consider nominees recommended by shareholders of the Fund. The non-interested Directors have retained independent legal counsel to assist them in connection with these duties.
During the fiscal year ending August 31, 2000, the Board of Directors held four meetings and the Audit Committee held four meetings. Each of the Directors then in office attended at least 75% of the aggregate of the total number of meetings of the Board of Directors and, if a member, of the total number of meetings of the Audit Committee held during the period for which he served.
Compliance with Section 16(a) of the Securities Exchange Act of 1934. Section 16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act), requires the Funds officers and directors and persons who own more than ten percent of a registered class of the Funds equity securities, to file reports of ownership and changes in ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (the SEC) and the New York Stock Exchange. Officers, directors and greater than ten percent stockholders are required by SEC regulations to furnish the Fund with copies of all Forms 3, 4 and 5 they file.
Based solely on the Funds review of the copies of such forms, and amendments thereto, furnished to it during or with respect to its most recent fiscal year, and written representations from certain reporting persons that they were not required to file Form 5 with respect to the most recent fiscal year, the Fund believes that all of its officers, directors, greater than ten percent beneficial owners and other persons subject to Section 16 of the Exchange Act because of the requirements of Section 30 of the Investment Company Act, i.e., any advisory board member, investment adviser or affiliated person of the Funds investment adviser, have complied with all filing requirements applicable to them with respect to transactions during the Funds most recent fiscal year, except that William E. Zitelli, Jr. inadvertently made a late Form 3 filing reporting his beneficial ownership of Fund shares, and Michael G. Clark inadvertently made a late Form 4 filing reporting a change in beneficial ownership of Fund shares.
Interested Persons. The Fund considers Mr. Glenn to be an interested person of the Fund within the meaning of Section 2(a)(19) of the Investment Company Act due to the positions he holds or has held with FAM and its affiliates and/or due to his ownership of securities issued by ML & Co. Mr. Glenn is the President of the Fund.
Compensation of Directors. FAM, the Funds investment adviser, pays all compensation of all officers of the Fund and all Directors of the Fund who are affiliated with ML & Co. or its subsidiaries. The Fund pays each Director not affiliated with FAM (each a non-interested Director) a fee of $2,000 per year plus $500 per regular meeting attended, together with such Directors actual out-of-pocket expenses relating to attendance at meetings. The Fund also pays each member of its Audit Committee, which consists of all of the non-interested Directors, a fee of $2,000 per year plus $500 per meeting attended, together with such Directors out-of-pocket expenses relating to attendance at such meetings. These fees and expenses aggregated $40,327 for the fiscal year ended August 31, 2000.
4
The following table sets forth for the fiscal year ended August 31, 2000 compensation paid by the Fund to the non-interested Directors and, for the calendar year ended December 31, 1999, the aggregate compensation paid by all investment companies advised by FAM and its affiliate, MLIM (FAM/ MLIM-Advised Funds), to the non-interested Directors.
Aggregate Compensation | ||||||||||||
from Fund and Other | ||||||||||||
Pension or Retirement | FAM/MLIM-Advised | |||||||||||
Compensation | Benefits Accrued as Part | Funds Paid To | ||||||||||
Name of Director | from Fund | of Fund Expenses | Directors | |||||||||
Joe Grills(1)
|
$ | 8,000 | None | $ | 245,250 | |||||||
Walter Mintz(1)
|
$ | 8,000 | None | $ | 211,250 | |||||||
Robert S. Salomon, Jr.(1)
|
$ | 8,000 | None | $ | 211,250 | |||||||
Melvin R. Seiden(1)
|
$ | 8,000 | None | $ | 211,250 | |||||||
Stephen B. Swensrud(1)
|
$ | 8,000 | None | $ | 232,250 |
(1) | The Directors serve on the boards of FAM/MLIM-Advised Funds as follows: Mr. Grills (32 registered investment companies consisting of 54 portfolios); Mr. Mintz (18 registered investment companies consisting of 40 portfolios); Mr. Salomon (18 registered investment companies consisting of 40 portfolios); Mr. Seiden (18 registered investment companies consisting of 40 portfolios); Mr. Swensrud (44 registered investment companies consisting of 91 portfolios). |
5
Officers of the Fund. The Board of Directors has elected six officers of the Fund. The following sets forth information concerning each of these officers:
Officer | ||||||||||
Name and Principal Occupation | Age | Office | Since | |||||||
Terry K. Glenn Executive Vice President of FAM and MLIM since 1983; Executive Vice President and Director of Princeton Services since 1993; President of FAM Distributors, Inc. (FAMD) since 1986 and Director thereof since 1991; President of Princeton Administrators, L.P. since 1988. |
60 | President | 1993 | * | ||||||
Joseph T. Monagle, Jr. Senior Vice President of FAM and MLIM since 1990; Department Head of the Global Fixed Income Division of FAM and MLIM since 1997; Senior Vice President of Princeton Services since 1993. |
52 | Senior Vice President | 1997 | |||||||
Vincent T. Lathbury, III First Vice President of MLIM since 1997; Vice President of MLIM from 1982 to 1997; Portfolio Manager of FAM and MLIM since 1982. |
60 | Senior Vice President | 1993 | |||||||
Donald C. Burke First Vice President of FAM and MLIM since 2000; Treasurer of FAM and MLIM since 1999; Senior Vice President of MLIM and FAM from 1999 to 2000; Senior Vice President and Treasurer of Princeton Services since 1999; Vice President of FAMD since 1999; First Vice President of MLIM from 1997 to 1999; Vice President of MLIM from 1990 to 1997; Director of Taxation of MLIM since 1990. |
40 | Vice President and Treasurer | 1993 1999 |
|||||||
Elizabeth M. Phillips Vice President of MLIM since 1987; Portfolio Manager of FAM and MLIM since 1993. |
50 | Vice President | 1993 | |||||||
Bradley J. Lucido Vice President of MLIM since 1999; attorney with MLIM since 1995; attorney in private practice from 1991 to 1995. |
34 | Secretary | 2000 |
* | Mr. Glenn was elected President of the Fund in 1999. Prior to that he served as Executive Vice President of the Fund. |
Stock Ownership. At the Record Date, the Directors and officers of the Fund as a group (11 persons) owned an aggregate of less than 1% of the Common Stock of the Fund outstanding at such date. At such date, Mr. Glenn, a Director and an officer of the Fund, Arthur Zeikel, a Director of the Fund, and the other officers of the Fund owned an aggregate of less than 1% of the outstanding shares of common stock of ML & Co.
ITEM 2. SELECTION OF INDEPENDENT AUDITORS
The Board of Directors of the Fund, including a majority of the Directors who are not interested persons of the Fund, has selected the firm of Deloitte & Touche LLP (D&T) to examine the financial statements of the Fund for the current fiscal year. The Fund knows of no direct or indirect financial interest of D&T in the Fund. Such appointment is subject to ratification or rejection by the stockholders of the Fund. Unless a contrary specification is made, the accompanying proxy will be voted in favor of ratifying the selection of such auditors.
6
D&T also acts as independent auditors for ML & Co. and all of its subsidiaries and for most of the other investment companies for which FAM or MLIM acts as investment adviser. The fees received by D&T from these other entities are substantially greater, in the aggregate, than the total fees received by it from the Fund. The Board of Directors of the Fund considered the fact that D&T has been retained as the independent auditors for ML & Co. and the other entities described above in its evaluation of the independence of D&T with respect to the Fund.
Representatives of D&T are expected to be present at the Meeting and will have the opportunity to make a statement if they so desire and to respond to questions from stockholders.
ADDITIONAL INFORMATION
The expenses of preparation, printing and mailing of the enclosed form of proxy and accompanying Notice and Proxy Statement will be borne by the Fund. The Fund will reimburse banks, brokers and others for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of the shares of the Fund.
In order to obtain the necessary quorum at the Meeting (i.e., a majority of the shares of the Fund entitled to vote at the Meeting, present in person or by proxy), supplementary solicitation may be made by mail, telephone, telegraph or personal interview by officers of the Fund. The Fund has retained Shareholder Communications Corporation, 17 State Street, New York, New York, 10004, 1-800-645-4519, to assist in the solicitation of proxies at a cost to the Fund of approximately $3,500, plus out-of-pocket expenses, which are estimated to be $500.
All shares represented by properly executed proxies, unless such proxies have previously been revoked, will be voted at the Meeting in accordance with the directions on the proxies; if no direction is indicated, the shares will be voted FOR the Director nominees and FOR the ratification of the independent auditors.
With respect to Item 1, Election of Directors, approval will require a plurality of the votes cast by the Funds stockholders, in person or by proxy, at a meeting at which a quorum is present and duly constituted.
With respect to Item 2, Ratification of the Selection of Independent Auditors, approval will require the affirmative vote of a majority of the votes cast by the Funds stockholders, present and in person or by proxy and entitled to vote, at a meeting at which a quorum is present and duly constituted.
Broker-dealer firms, including Merrill Lynch, Pierce, Fenner & Smith Incorporated (MLPF&S) holding Fund shares in street name for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on each Item before the Meeting. The Fund understands that, under the rules of the New York Stock Exchange, such broker-dealer firms may, without instructions from their customers and clients, grant authority to the proxies designated to vote on the election of Directors (Item 1) and ratification of the selection of independent auditors (Item 2) if no instructions have been received prior to the date specified in the broker-dealer firms request for voting instructions. Accordingly, the Fund will include shares held of record by broker-dealers as to which such authority has been granted in its tabulation of the total number of votes present for purposes of determining whether the necessary quorum of stockholders exists. Proxies that are returned but that are marked abstain or on which a broker-dealer has declined to vote on any proposal (broker non-votes) will be counted as present for the purposes of a quorum. MLPF&S has advised the Fund that, except as limited by agreement or applicable law,
7
Address of Investment Adviser
The principal office of FAM is located at 800 Scudders Mill Road, Plainsboro, New Jersey 08536.
Annual Report Delivery
The Fund will furnish, without charge, a copy of its annual report for the fiscal year ended August 31, 2000 to any stockholder upon request. Such requests should be directed to Corporate High Yield Fund II, Inc., P.O. Box 9011, Princeton, New Jersey 08543-9011, Attention: Bradley J. Lucido, Secretary, or to 1-800-637-3863.
Stockholder Proposals
If a stockholder intends to present a proposal at the 2001 Annual Meeting of Stockholders of the Fund, and desires to have the proposal included in the Funds proxy statement and form of proxy for that meeting, the stockholder must deliver the proposal to the offices of the Fund by July 12, 2001.
By Order of the Board of Directors | |
BRADLEY J. LUCIDO | |
Secretary |
Dated: November 9, 2000
8
COMMON STOCK
CORPORATE HIGH YIELD II, INC.
P.O. Box 9011
Princeton, New Jersey 08543-9011
PROXY
This proxy is solicited on behalf of the Board of Directors
The undersigned hereby appoints Donald C. Burke, Terry K. Glenn and Bradley J. Lucido as proxies, each with the power to appoint his substitute, and hereby authorizes each of them to represent and to vote, as designated on the reverse hereof, all the Common Stock of Corporate High Yield Fund II, Inc. (the Fund) held of record by the undersigned on October 30, 2000 at the annual meeting of stockholders of the Fund to be held on December 13, 2000 or any adjournment thereof.
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 Proposals 1 and 2. |
By signing and dating the reverse side of this card, you authorize the proxies to vote each proposal as marked, or if not marked, to vote FOR each proposal, and to use their discretion to vote for any other matter as may properly come before the meeting or any adjournment thereof. If you do not intend to personally attend the meeting, please complete and return this card at once in the enclosed envelope.
(Continued and to be signed on the reverse side)
Please mark boxes [] or [X] in blue or black ink.
1. | ELECTION OF DIRECTORS | FOR all nominees listed below | WITHHOLD AUTHORITY | |||
(except as marked to the contrary below) [ ] | to vote for all nominees listed below [ ] |
(INSTRUCTION: To withhold authority to vote for any individual nominee, strike
a line through the nominees name in the list below.) Terry K. Glenn, Joe Grills, Walter Mintz, Robert S. Salomon, Jr., Melvin R. Seiden and Stephen B. Swensrud |
2. | Proposal to ratify the selection of Deloitte & Touche LLP as the independent auditors of the Fund to serve for the current fiscal year. |
FOR [ ] | AGAINST [ ] | ABSTAIN [ ] |
3. | In the discretion of such proxies, upon such other business as may properly come before the meeting or any adjournment thereof. |
Please sign exactly as name appears hereon. When stock is held by joint tenants, both should sign. When signing as attorney or as executor, administrator, 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. | |
Dated:_____________________________, 2000 |
X__________________________________ Signature |
X__________________________________ Signature, if held jointly |
Sign, Date and Return the Proxy Card Promptly Using the Enclosed Envelope.
|