<PAGE>
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))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SALOMON BROTHERS WORLDWIDE INCOME FUND 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/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is
calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
SALOMON BROTHERS
WORLDWIDE INCOME FUND INC
7 WORLD TRADE CENTER NEW YORK, NEW YORK 10048
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
January 19, 1996
To the Stockholders:
The Annual Meeting of Stockholders of Salomon Brothers Worldwide Income
Fund Inc (the 'Fund') will be held at 7 World Trade Center, New York, New York
on the 38th floor, on Monday, February 26, 1996, at 10:00 a.m., for the purposes
of considering and voting upon:
1. The election of directors (Proposal 1).
2. The ratification of the selection of Price Waterhouse LLP as the
independent accountants of the Fund for the fiscal year ending October 31,
1996 (Proposal 2).
3. Any other business that may properly come before the meeting.
The close of business on January 10, 1996 has been fixed as the record date
for the determination of stockholders entitled to notice of and to vote at the
meeting.
By Order of the Board of Directors,
Tana E. Tselepis
Secretary
TO AVOID UNNECESSARY EXPENSE OF FURTHER SOLICITATION, WE URGE YOU TO
INDICATE VOTING INSTRUCTIONS ON THE ENCLOSED PROXY, DATE AND SIGN IT AND
RETURN IT PROMPTLY IN THE ENVELOPE PROVIDED, NO MATTER HOW LARGE OR HOW
SMALL YOUR HOLDINGS MAY BE.
<PAGE>
INSTRUCTIONS FOR SIGNING PROXY CARDS
The following general rules for signing proxy cards may be of assistance to
you and avoid the time and expense to the Fund involved in validating your vote
if you fail to sign your proxy card properly.
1. Individual Accounts: Sign your name exactly as it appears in the
registration on the proxy card.
2. Joint Accounts: Either party may sign, but the name of the party signing
should conform exactly to a name shown in the registration.
3. All Other Accounts: The capacity of the individual signing the proxy
card should be indicated unless it is reflected in the form of
registration. For example:
REGISTRATION VALID SIGNATURE
---------------------------------------- ----------------------------
CORPORATE ACCOUNTS
----------------------------------------
(1) ABC Corp. .......................... ABC Corp.
(2) ABC Corp. .......................... John Doe, Treasurer
(3) ABC Corp. .......................... John Doe
c/o John Doe, Treasurer
(4) ABC Corp. Profit Sharing Plan ...... John Doe, Trustee
TRUST ACCOUNTS
----------------------------------------
(1) ABC Trust .......................... Jane B. Doe, Trustee
(2) Jane B. Doe, Trustee ............... Jane B. Doe
u/t/d 12/28/78
CUSTODIAL OR ESTATE ACCOUNTS
----------------------------------------
(1) John B. Smith, Cust. ............... John B. Smith
f/b/o John B. Smith, Jr. UGMA
(2) John B. Smith ...................... John B. Smith, Jr., Executor
<PAGE>
SALOMON BROTHERS
WORLDWIDE INCOME FUND 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 Salomon Brothers Worldwide Income Fund 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, New York, New York on the 38th floor, on Monday,
February 26, 1996 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 January 19, 1996. 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 January
10, 1996 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 12,657,133 shares of Common
Stock outstanding.
In the event that a quorum is not present at the Annual Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or more
adjournments of the Meeting to a date not more than 120 days after the original
record date to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote of a majority of those shares represented at the
Meeting in person or by proxy. The persons named as proxies will vote those
proxies which they are entitled to vote FOR or AGAINST any such proposal in
their discretion. A stockholder vote may be taken on one or more of the
proposals in this proxy statement prior to any such adjournment if sufficient
votes have been received for approval. Under the By-Laws of the Fund, a quorum
is constituted by the presence in person or by proxy of the holders of record of
a majority of the outstanding shares of Common Stock of the Fund entitled to
vote at the Meeting.
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.
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 III
Director, to hold office until the 1999 and 1998 Annual Meetings of
Stockholders, respectively, or thereafter when their respective successors are
elected and qualified. The terms of office of the remaining Class II and Class
III Directors expire at the Annual Meetings of Stockholders in 1997 and 1998,
respectively, or thereafter in each case when their respective successors are
elected and qualified. The effect of these staggered terms is to limit the
ability of other entities or persons to acquire control of the Fund by delaying
the replacement of a majority of the Board of Directors.
<PAGE>
The persons named in the accompanying form of proxy intend to vote at the
Annual Meeting (unless directed not to vote) FOR the election of the nominees
named below. All of the nominees are currently members of the Board of Directors
of the Fund. Each nominee has indicated that he will serve if elected, but if
any nominee should be unable to serve, the proxy will be voted for any other
person determined by the persons named in the proxy in accordance with their
judgment. Each nominee, except for Riordan Roett, has previously been elected a
director by the stockholders of the Fund.
The following table provides information concerning each nominee for
election as a director:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
NOVEMBER 30, 1995
NOMINEES AND PRINCIPAL OCCUPATIONS DURING DIRECTOR -------------------
THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
NOMINEES TO SERVE UNTIL 1999 ANNUAL
MEETING OF STOCKHOLDERS
Allan C. Hamilton, formerly Vice 1993 74 1,000
President and Treasurer, Exxon
Corporation.
Jeswald W. Salacuse; Member of Audit 1993 57 -0-
Committee; Henry J. Braker Professor
of Commercial Law and formerly Dean,
The Fletcher School of Law & Diplo-
macy, Tufts University.
NOMINEE TO SERVE UNTIL 1998 ANNUAL
MEETING OF STOCKHOLDERS
Riordan Roett, Member of the Audit 1995(B) 56 -0-
Committee; Professor and Director,
Latin American Studies Program, Paul
H. Nitze School of Advanced
International Studies, Johns Hopkins
University.
</TABLE>
The following table provides information concerning the remaining directors
of the Fund:
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED,
DIRECTLY OR
INDIRECTLY, ON
NOVEMBER 30, 1995
DIRECTORS AND PRINCIPAL OCCUPATIONS DIRECTOR -------------------
DURING THE PAST FIVE YEARS SINCE AGE SHARES(A)
- ----------------------------------------- -------- --- -------------------
<S> <C> <C> <C>
DIRECTORS SERVING UNTIL 1997 ANNUAL
MEETING OF STOCKHOLDERS
Charles F. Barber, Member of Audit 1993 78 1,000
Committee; Consultant; formerly
Chairman of the Board, ASARCO
Incorporated.
Thomas W. Brock*; Chairman and Chief 1995 48 1,000
Executive Officer, Salomon
Brothers Asset Management Inc;
Managing Director and Member of the
Operating Committee of Salomon
Brothers Inc.
DIRECTORS SERVING UNTIL 1998 ANNUAL
MEETING OF STOCKHOLDERS
Michael S. Hyland*, Chairman and 1993 50 1,500
President; President and Director,
Salomon Brothers Asset Management Inc
and Managing Director, Salomon
Brothers Inc; formerly Managing
Director, First Boston Asset
Management Corp. and Managing
Director, First Boston Corporation.
Daniel P. Cronin, Member of Audit 1993 49 1,000
Committee; Vice President and General
Counsel, Pfizer International Inc.;
Senior Assistant General Counsel,
Pfizer, Inc.
</TABLE>
- ------------------
* 'Interested person' as defined in the Investment Company Act of 1940
because of a relationship with SBAM.
(A) The holdings of no nominee represented more than 1% of the outstanding
shares of the Fund. Each nominee has sole voting and investment power with
respect to the listed shares.
(B) Mr. Roett also served as a director of the Fund from February 1994
through June 1994.
2
<PAGE>
Each of the nominees and directors serve as directors of certain other U.S.
registered investment companies, as described below. Messrs. Hyland and Barber
serve as directors for twelve other investment companies advised by SBAM. Mr.
Barber also serves as a director for six other investment companies advised by
investment advisory affiliates of Smith Barney Inc., as a trustee of Lehman
Brothers Institutional Funds Group Trust and as a director of two other
investment companies advised by Advantage Advisers, Inc. Mr. Hamilton also
serves as a director for four other investment companies advised by SBAM. Mr.
Cronin also serves as a director for three other investment companies advised by
SBAM. Mr. Salacuse also serves as a director of three other investment companies
advised by Advantage Advisers, Inc. Messrs. Brock, Salacuse and Roett also serve
as directors for five other investment companies advised by SBAM.
At November 30, 1995, directors and officers of the Fund as a group owned
beneficially less than 1% of the outstanding shares of the Fund. No person owned
of record, or to the knowledge of management, owned beneficially more than 5% of
the Fund's outstanding shares at that date, except that Cede & Co., a nominee
for participants in Depository Trust Company, held of record 11,373,599 shares,
equal to approximately 89% of the outstanding shares of the Fund.
The executive officers of the Fund are chosen each year at the first
meeting of the Board of Directors of the Fund following the Annual Meeting of
Stockholders, to hold office until the meeting of the Board following the next
Annual Meeting of Stockholders and until their successors are chosen and
qualified. In addition to Mr. Hyland, the present executive officers of the Fund
are:
<TABLE>
<CAPTION>
OFFICER
NAME OFFICE AGE SINCE
- ------------------ --------------------------- --- -------
<S> <C> <C> <C>
Peter J. Wilby Executive Vice President 36 1993
Steven Guterman Executive Vice President 42 1993
Thomas K. Flanagan Executive Vice President 42 1994
Lawrence H. Kaplan Executive Vice President 39 1995
Alan M. Mandel Treasurer 38 1995
Tana E. Tselepis Secretary 60 1993
</TABLE>
Mr. Wilby has been an employee of SBAM and a Director of Salomon Brothers
Inc ('SBI') since May 1989, and a Managing Director of SBI since 1995. Mr.
Guterman has been an employee of SBAM and a Director of SBI since 1990, and a
Managing Director of SBI since 1995. Mr. Flanagan has been an employee of SBAM
and a Director of SBI since July 1991. Mr. Kaplan has been a Vice President and
Chief Counsel of SBAM and a Vice President of SBI since May 1995. Prior to May
1995, he was Senior Vice President, Director and General Counsel of Kidder
Peabody Asset Management, Inc. and a Senior Vice President of Kidder, Peabody &
Co. Incorporated since November 1990. Mr. Mandel has been a Vice President of
SBAM since January 1, 1995. Prior to January 1995, he was Chief Financial
Officer of Hyperion Capital Management Inc. (October 1991-December 1994) and
Vice President of Mitchell Hutchins Asset Management Inc. (1987-October 1991).
Ms. Tselepis has been an employee of SBAM and a Vice President and Senior
Administrator of SBI since October 1989.
The Fund's Audit Committee is composed of Messrs. Barber, Cronin, Salacuse
and Roett. The principal functions of the Audit Committee are to recommend to
the Board the appointment of the Fund's independent accountants, to review with
the independent accountants the scope and anticipated cost of their audit and to
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
October 31, 1995. The Fund has no nominating or compensation committees.
3
<PAGE>
During the fiscal year ended October 31, 1995, the Board of Directors met
six 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 Annual Meeting information regarding
compensation paid to the directors by the Fund, as well as by the various other
investment companies advised by SBAM. The following table provides information
concerning the compensation paid to each director during the twelve-month period
ended October 31, 1995. Certain of the directors listed below are members of the
Audit Committee of the Fund and other committees of certain other investment
companies advised by SBAM, and, accordingly, the amounts provided in the table
include compensation for service on such committees. Please note that the Fund
does not provide any pension or retirement benefits to directors. In addition,
no remuneration was paid during the fiscal year ended October 31, 1995 by the
Fund to Messrs. Brock and Hyland who, as employees of SBAM, are interested
persons as defined under the Investment Company Act of 1940 (the '1940 Act').
<TABLE>
<CAPTION>
AGGREGATE TOTAL COMPENSATION
COMPENSATION FROM OTHER FUNDS
NAME OF DIRECTORS FROM THE FUND ADVISED BY SBAM TOTAL COMPENSATION
- ---------------------- ------------- ------------------ ------------------
DIRECTORSHIPS(A) DIRECTORSHIPS(A)
<S> <C> <C> <C>
Charles F. Barber..... $ 8,800 $102,063(12) $110,863(13)
Daniel P. Cronin...... $ 8,100 $ 21,722(3) $ 29,822(4)
Allan C. Hamilton..... $ 8,000 $ 34,800(4) $ 42,800(5)
Riordan Roett......... $ 2,050 $ 11,300(5) $ 13,350(6)
Jeswald W. Salacuse... $ 8,700 $ 33,500(5) $ 42,200(6)
</TABLE>
- ------------------
(A) The numbers in parentheses indicate the applicable number of investment
company directorships held by that director.
Section 16(a) of the Securities Exchange Act of 1934 and Section 30(f) of
the 1940 Act in combination require the Fund's directors and officers, persons
who own more than ten percent of the Fund's Common Stock, SBAM, and SBAM's
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.
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 Price Waterhouse LLP as
independent accountants of the Fund for the fiscal year ending October 31, 1996.
The appointment of independent accountants is approved annually by the Board of
Directors and is subsequently submitted to the stockholders for ratification.
The Fund has been advised by Price Waterhouse LLP that at October 31, 1995
neither that firm nor any of its partners had any direct or material indirect
financial interest in the Fund. A representative of Price Waterhouse LLP will be
at the Meeting to answer questions concerning the audit of the Fund's financial
statements and will have an opportunity to make a statement if he chooses to do
so.
4
<PAGE>
THE DIRECTORS, INCLUDING THE 'NON-INTERESTED' DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE 'FOR' RATIFICATION OF THE SELECTION OF
INDEPENDENT ACCOUNTANTS.
REQUIRED VOTE
Ratification of the selection of Price Waterhouse LLP as independent
accountants of the Fund requires the affirmative vote of the holders of a
majority of the shares of Common Stock of the Fund present in person or
represented by proxy at a meeting with a quorum present. For purposes of this
proposal, abstentions and broker non-votes will not be considered to be votes
cast for the foregoing purpose.
OTHER BUSINESS
The Board of Directors of the Fund does not know of any other matter which
may come before the Meeting. If any other matter properly comes before the
Meeting, it is the intention of the persons named in the proxy to vote the
proxies in accordance with their judgment on that matter.
PROPOSALS TO BE SUBMITTED BY STOCKHOLDERS
All proposals by stockholders of the Fund which are intended to be
presented at the Fund's next Annual Meeting of Stockholders to be held in 1997
must be received by the Fund for inclusion in the Fund's proxy statement and
proxy relating to that meeting no later than September 23, 1996.
EXPENSES OF PROXY SOLICITATION
The costs of preparing, assembling and mailing material in connection with
this solicitation of proxies will be borne by the Fund. Proxies may also be
solicited personally by officers of the Fund and by regular employees of SBAM,
or its 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.
January 19, 1996
5
