Schedule 14A Information
(Rule 14A-101)
Information Required in Proxy Statement
Schedule 14A Information
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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[_] Filed by a Party other than the Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
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14A-6(e)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
The Emerging Markets Income Fund II Inc
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(Name of Registrant as Specified In Its Charter)
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THE EMERGING MARKETS INCOME FUND II INC
125 Broad Street
New York, NY 10004
September 18, 2002
Dear Stockholders:
You previously received the proxy materials dated August 21, 2002 for the
Annual Meeting of Stockholders (the "Meeting") of The Emerging Markets Income
Fund II Inc (the "Fund") scheduled for Thursday, September 19, 2002. Subsequent
to the date the proxy materials were disseminated Heath B. McLendon resigned as
Co-Chairman and a Director of the Fund in order to serve as Chairman of the
recently created Equity Research Policy Committee at Salomon Smith Barney Inc.
The Fund's Board of Directors elected R. Jay Gerken as a Director and
Co-Chairman, and accordingly, Mr. Gerken is replacing Mr. McLendon as one of
the Board's nominees for election as a Director by stockholders at the Meeting.
In order to afford stockholders the opportunity to consider and vote on Mr.
Gerken's nomination, it is anticipated that the Annual Meeting of Stockholders
on September 19, 2002, will be adjourned to Tuesday, October 29, 2002, at 1:00
p.m. New York time and will be held at 388 Greenwich Street, 26th Floor,
Conference Room M, New York, New York.
Except as specifically amended or supplemented by the information contained
in the attached Proxy Statement Supplement and proxy card, all information set
forth in the Fund's Proxy Statement dated August 21, 2002 remains accurate and
should be considered in casting your vote by proxy or at the Meeting.
If you have already voted your shares for the nominees listed in the August
21, 2002 proxy materials, your votes will be cast as indicated FOR Mr. Salacuse
and no votes will be recorded for Mr. McLendon. To vote FOR Mr. Gerken and/or
to change your vote for Mr. Salacuse, please sign, date and mail the enclosed
proxy card. The latest dated proxy card received will be counted.
You are cordially invited to attend the Meeting. If you do not plan to
attend, however, please sign, date and mail the enclosed proxy card.
Sincerely,
Christina T. Sydor
Secretary
THE ANNUAL MEETING OF STOCKHOLDERS, PREVIOUSLY SCHEDULED FOR SEPTEMBER 19,
2002, WILL BE ADJOURNED TO TUESDAY, OCTOBER 29, 2002 AT 1:00 P.M. NEW YORK TIME
AND WILL BE HELD AT 388 GREENWICH STREET, 26TH FLOOR, CONFERENCE ROOM M, NEW
YORK, NEW YORK.
THE EMERGING MARKETS INCOME FUND II INC
125 Broad Street
New York, New York 10004
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PROXY STATEMENT SUPPLEMENT
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INTRODUCTION
This Proxy Statement Supplement is furnished in connection with the
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 (the "Meeting") (and at any adjournment or adjournments thereof).
The purpose of this Proxy Statement Supplement is to inform stockholders
that one of the two nominees proposed by the Fund's Board of Directors for
election as Class II Directors of the Fund, Heath B. McLendon, has been
replaced by R. Jay Gerken. Mr. Gerken was elected as a Director and as
Co-Chairman of the Fund following Mr. McLendon's resignation. Mr. McLendon
informed the Board that he was resigning in order to serve as Chairman of the
recently created Equity Research Policy Committee at Salomon Smith Barney Inc.
In order to afford stockholders the opportunity to consider and vote on Mr.
Gerken's nomination, the previously scheduled September 19, 2002 Meeting will
be adjourned to Tuesday, October 29, 2002, at 1:00 p.m., New York time, at 388
Greenwich Street, 26th Floor, Conference Room M, New York, New York.
Except as specifically amended or supplemented by the information contained
in this Proxy Statement Supplement, all information set forth in the Proxy
Statement dated August 21, 2002 remains accurate and should be considered in
casting votes by proxy or at the Meeting.
1
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 the matter.
Proposal 1: ELECTION OF DIRECTORS
The Fund's Board of Directors has nominated Jeswald W. Salacuse and R. Jay
Gerken for election as Class II Directors of the Fund to hold office until the
year 2005 Annual Meeting of Stockholders or thereafter when their respective
successors are duly elected and qualified. 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 two nominees. The nominees for election are
currently members of the Fund's Board of Directors. Mr. Salacuse has previously
been elected a Director by the Fund's stockholders. Mr. Gerken was recently
elected as Co-Chairman and a Director by the Board of Directors following the
resignation of Heath B. McLendon. Each nominee has indicated that he will serve
if elected, but if any nominee should be unable to serve, the proxy will be
voted for any other person determined by the persons named in the proxy in
accordance with their judgment.
2
The following table provides information concerning Mr. Gerken:
Number of
Portfolios
Advised by
SBAM,/(1)/
SBAM and
PIMCO
Advisors,/(2)/
and
PIMCO
Advisors/(3)/
and
Length Principal Overseen by Other
Position of Occupations Nominee Directorships
Name, Address Held with Term during Past (including Held by
and Age the Fund Served 5 Years the Fund) Nominee
--------------------------- ------------ ------ ------------------- ------------- -------------
Interested Director Nominee
R. Jay Gerken* Director and Since Managing Director, 220/(1)/ None
Salomon Smith Barney Inc. Co-Chairman 2002 Salomon Smith 6/(2)/
125 Broad Street Barney Inc.; 0/(3)/
New York, NY 10004 formerly, portfolio
Age: 51 manager, Smith
Barney Growth and
Income Fund
(1994-2000) and
Smith Barney
Allocation Series
Inc. (1996-2001).
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* Mr. Gerken is an "interested person" as defined in the Investment Company
Act of 1940, as amended (the "1940 Act") because he is a Managing Director
of Salomon Smith Barney Inc., an affiliate of Salomon Brothers Asset
Management Inc ("SBAM"), the investment adviser to the Fund.
(1) Number of portfolios advised by SBAM or affiliates of SBAM.
(2) Number of portfolios advised by SBAM or affiliates of SBAM and PIMCO Funds
Advisors LLC ("PIMCO Advisors") or affiliates of PIMCO Advisors.
(3) Number of portfolios advised by PIMCO Advisors or affiliates of PIMCO
Advisors.
The following table provides information concerning the dollar range of
equity securities owned beneficially by Mr. Gerken as of December 31, 2001:
Aggregate Dollar Range of Equity
Securities in All Funds Overseen
Dollar Range of Equity by Director/Nominee and Advised
Name of Director/Nominee Securities in the Fund by SBAM
------------------------ ---------------------- --------------------------------
Interested Director/Nominee
* R. Jay Gerken None over $100,000
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* Mr. Gerken is an "interested person" as defined in the 1940 Act.
3
No remuneration was paid by the Fund during the Fund's fiscal year ended May
31, 2002 to Mr. Gerken who is an "interested person" as defined in the 1940 Act.
Information with respect to Mr. Salacuse and the other Directors and
officers of the Fund is contained in the Fund's Proxy Statement dated August
21, 2002. Since the date the proxy materials were first disseminated, Leslie H.
Gelb, Dr. Riordan Roett and Jeswald W. Salacuse oversee 13 additional
portfolios advised by SBAM or its affiliates, bringing the total number of
portfolios (including the Fund) advised by SBAM or its affiliates and overseen
by each of Messrs. Gelb and Salacuse and Dr. Roett to 26.
THE DIRECTORS, INCLUDING THE DIRECTORS WHO ARE NOT "INTERESTED PERSONS,"
UNANIMOUSLY RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE NOMINEES FOR DIRECTOR
VOTING
Votes by proxy already voted FOR the nominees listed in the Proxy Statement
dated August 21, 2002 will be applied FOR the election of Jeswald W. Salacuse.
No votes will be recorded for Heath B. McLendon. To vote by proxy FOR R. Jay
Gerken and/or to change a vote by proxy for Jeswald W. Salacuse, stockholders
must sign, date and mail the enclosed proxy card. The latest dated proxy card
received will be counted.
September 18, 2002
4
PROXY
THE EMERGING MARKETS INCOME FUND II INC
PROXY SOLICITED ON BEHALF OF THE DIRECTORS
The undersigned hereby appoints Heath B. McLendon, Robert A. Vegliante,
Robert M. Nelson, Judith C. Loomis and Lewis E. Daidone, 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 388 Greenwich Street, 26th Floor, Conference Room M,
New York, New York on Tuesday, October 29, 2002, at 1:00 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.
PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF THE PROPOSALS.
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SEE REVERSE SEE REVERSE
SIDE SIDE
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Please mark your
[X] votes as in this
example.
WITHHOLD
FOR authority to vote
nominees for the nominees
listed at right listed at right
1. ELECTION [_] [_] Nominees: 2. Any other business that may properly
OF CLASS II come before the Meeting.
DIRECTORS (1) Jeswald W. Salacuse
To serve until the year 2005 Annual Meeting of (2) R. Jay Gerken
Stockholders:
(INSTRUCTION: To withhold authority to vote for any 3. I will be attending [_]
individual nominee, write the name of the nominee on the Meeting
the line below.)
____________________________________________________ Please complete, sign and date hereon
and mail in accompanying postpaid
envelope.
SIGNATURE _________________________ DATE__________, 2002 SIGNATURE____________________________________ DATE ___________, 2002
IF JOINTLY HELD
NOTE: Please sign this proxy exactly as your name appears on this proxy. If joint owners, EITHER may sign this proxy. When signing
as attorney, executor, administrator, trustee, guardian or corporate officer, please give your full title.