-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KJz793TRkESZdq4TFE9dn2ezyhPIZdDlRPNNhFFTNeKa43lEEzpbkHr5b44ClNdr SahsguZ+UXqcZtrzj/fVng== 0000091155-99-000795.txt : 19991231 0000091155-99-000795.hdr.sgml : 19991231 ACCESSION NUMBER: 0000091155-99-000795 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20000131 FILED AS OF DATE: 19991230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRAVELERS CORP LOAN FUND INC CENTRAL INDEX KEY: 0001068963 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 521568099 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-08985 FILM NUMBER: 99783772 BUSINESS ADDRESS: STREET 1: 388 GREENWICH STREET STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 MAIL ADDRESS: STREET 1: 388 GREENWICH STREET STREET 2: 22ND FLOOR CITY: NEW YORK STATE: NY ZIP: 10013 DEF 14A 1 Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary proxy statement [X] Definitive proxy statement [ ] Definitive additional materials [ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12 Travelers Corporate Loan Fund Inc. (Name of Registrant as Specified in its Charter) William J. Renahan Name of Person Filing Proxy Statement Payment of Filing Fee (Check 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 the transaction applies: (2) Aggregate number of securities to which transactions applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11:1 (4) Proposed maximum aggregate value of transaction: [ ] 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: TRAVELERS CORPORATE LOAN FUND INC. 388 GREENWICH STREET NEW YORK, NEW YORK 10013 ---------------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS ---------------------- To Be Held on January 31, 2000 To the shareholders of Travelers Corporate Loan Fund Inc.: Notice is hereby given that the Annual Meeting of Shareholders of TRAVELERS CORPORATE LOAN FUND INC. (the "Fund") will be held at the Fund's offices at 388 Greenwich Street, New York, New York, 26th Floor, on January 31, 2000 at 9:00 A.M. (New York Time) for the following purposes: 1. To elect two Class I, two Class II and two Class III directors of the Fund (Proposal 1); 2. To ratify the selection of KPMG LLP as independent auditors of the Portfolio for the fiscal year ended September 30, 2000 (Proposal 2); and 3. To transact such other business as may properly come before the meeting or any adjournments thereof. The Board of Directors has fixed the close of business on November 29, 1999 as the record date for the determination of shareholders 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 December 30, 1999 ---------------------- YOUR VOTE IS IMPORTANT REGARDLESS OF THE SIZE OF YOUR HOLDINGS IN THE FUND. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, WE ASK THAT YOU PLEASE COMPLETE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED STATES. INSTRUCTIONS FOR THE PROPER EXECUTION OF PROXIES ARE SET FORTH ON THE INSIDE COVER. 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 Portfolio 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 regis- tration on the proxy card. 2. Joint Accounts: Either party may sign, but the name of the party signing should conform exactly to the name shown in the registration on the proxy card. 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. c/o John Doe, Treasurer........................... John Doe (4)ABC Corp. Profit Sharing Plan........................ John Doe, Trustee Trust Accounts (1)ABC Trust............................................ Jane B. Doe, Trustee (2)Jane B. Doe, Trustee u/t/d 12/28/78.................................... Jane B. Doe Custodian or Estate Accounts (1)John B. Smith, Cust. f/b/o John B. Smith, Jr. UGMA..................... John B. Smith (2)John B. Smith........................................ John B. Smith, Executor
TRAVELERS CORPORATE LOAN FUND INC. 388 GREENWICH STREET NEW YORK, NEW YORK 10013 (800) 331-1710 ---------------------------------- PROXY STATEMENT ---------------------------------- FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 31, 2000 INTRODUCTION This proxy statement is furnished in connection with the solicitation by the Board of Directors (the "Board") of Travelers Corporate Loan Fund Inc. (the "Fund") of proxies to be voted at the Annual Meeting of Shareholders (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 January 31, 2000 at 9:00 A.M. (New York Time), and at any adjournments thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders (the "Notice"). The cost of soliciting proxies and the expenses incurred in preparing this proxy statement will be borne by the Fund. Proxy solicitations will be made mainly by mail. In addition, certain officers, directors and employees of the Fund; Salomon Smith Barney Inc. ("Salomon Smith Barney"); SSB Citi Fund Management LLC ("SSBC" or the "Manager"), the Fund's investment manager, which is an affiliate of Salomon Smith Barney; and/or PFPC Global Fund Services ("PFPC"), the Fund's transfer agent, may solicit proxies in person or by telephone, telegraph, or mail. Salomon Smith Barney and SSBC are each located at 388 Greenwich Street, New York, New York 10013; PFPC is located at 101 Federal Street, Boston, Massachusetts 02110. In addition, the Fund will reimburse brokerage firms or other record holders for their expenses in forwarding solicitation materials to beneficial owners of shares of the Fund. The Annual Report of the Fund, including audited financial statements for the fiscal year ended September 30, 1999, 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 December 30, 1999. The Fund will provide additional copies of the Annual Report to any shareholder upon request by calling the Fund at 1-800-331-1710. 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 listed in the Notice. 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 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. Because both proposals require a proportion of the votes cast for their approval, abstentions and broker "non-votes" may influence whether a quorum is present but will have no impact on the requisite approval of a proposal. A quorum consists of the presence (in person or by proxy) of the holders of a majority of the outstanding shares of the Fund entitled to notice of, and to vote at, the Meeting. Proposal 1 requires the affirmative vote of a plurality of the votes cast at the Meeting with a quorum present for approval. Proposal 2 requires the affirmative vote of a majority of the votes cast at the Meeting with a quorum present for approval. 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 that 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 to the extent permissible under applicable law. The Board of Directors of the Fund has fixed the close of business on November 29, 1999 as the record date (the "Record Date") for the determination of shareholders of the Fund entitled to notice of and to vote at the Meeting or any adjournment thereof. Shareholders of the Fund as of the Record 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. As of the Record Date, the Fund had outstanding 9,781,666,667 shares of Common Stock, par value $.001 per share, the only authorized class of stock, of which 9,746,806 shares (99.64%) were held but not beneficially owned by CEDE & CO., P.O. Box 20, Bowling Green Station, New York, NY 10004. As of the Record Date, no other person (including any "group" as that term is used in Section 13(d) of the Securities Exchange Act of 1934), to the knowledge of the Board, 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 as a group beneficially owned less than 1% of the outstanding shares of the Fund. In the event that a quorum is not present, or if sufficient votes in favor of the proposals set forth in the Notice and this Proxy Statement are not received by the time scheduled for the Meeting, the persons named as proxies may propose one or 2 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 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 represented 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 proposes to classify the directors into three classes. The directors currently serving have terms expiring at the Meeting; two of the directors currently serving on the Board have been nominated by the Board of Directors as Class I directors for election at the Meeting to serve for a term of one year (until the year 2001 Annual Meeting of Shareholders) or until their successors have been duly elected and qualified; two of the directors currently serving on the Board have been nominated by the Board of Directors as Class II directors for election at the Meeting to serve for a term of two years (until the year 2002 Annual Meeting of Shareholders) or until their successors have been duly elected and qualified; and two of the directors currently serving on the Board have been nominated by the Board of Directors as Class III directors for election at the Meeting to serve for a term of three years (until the year 2003 Annual Meeting of Shareholders) 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, Class II or Class III nominees listed below will be unable to serve, and each nominee has consented to serve if elected, 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. For any nominee or director indicated as owning shares of the Fund, such ownership constituted less than 1% of the outstanding shares of the Record Date. All of the nominees are currently directors of the Fund. 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" of the Portfolio, as defined in the Investment Company Act of 1940, as amended (the "1940 Act") are indicated by an asterisk (*). 3 Persons Nominated for Election as Directors
Principal Occupations Number of Shares During Past Five Years, Owned as of Name Other Directorships, and Age November 30, 1999 ---- ---------------------------- ------------------ CLASS I DIRECTORS Allan J. Bloostein President of Allan J. Bloostein None Director since 1998 Associates, a consulting firm; retired Vice Chairman and Director of May Department Stores; Director of CVS Corporation and Taubman Centers Inc.; 69. Martin Brody Consultant, HMK Associates; retired 320.460 Director since 1998 Vice Chairman of the Board of Directors of Restaurant Associates Corp.; Director of Jaclyn, Inc.; 78. CLASS II DIRECTORS Robert A. Frankel Managing Partner of Robert A. 212.306 Director since 1998 Frankel Management Consultants; formerly Corporate Vice President of the Reader's Digest Association Inc.; 72. Heath B. McLendon* Managing Director of Salomon Smith 1,680.0(a) Director since 1998 Barney; Director of 64 investment companies associated with Citigroup; President of SSBC; and President of Travelers Investment Advisers, Inc. ("TIA"); 66. CLASS III DIRECTORS Dwight B. Crane Professor, Harvard Business School; 400.000 Director since 1998 Director Peer Review Analysis, Inc.; 61. William R. Hutchinson Group Vice President, Mergers & 105.607 Director since 1998 Acquisitions BP Amoco p.l.c. since January 1, 1999; formerly Vice President-Financial Operations AMOCO Corporation, Director of Associated Bank and Director of Associated Banc-Corp.; 57. - ------------------
(a)Includes shares owned by members of this director's family. 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 require the Fund's officers and directors, and persons who beneficially own more than ten percent of a registered class of the Portfolio's equity securities, and certain entities to file reports of ownership with the Securities and Exchange Commission, the New York Stock Exchange, Inc. and the Fund. Based solely upon its review of the copies of such forms received by it, the Fund believes that, during fiscal year 1999, all filing requirements applicable to such persons were complied with. 4 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, as defined under the 1940 Act (the "independent directors"), which is charged with recommending a firm of independent auditors to the Fund and reviewing accounting matters with the auditors. Five meetings of the Board of Directors of the Fund were held during the last fiscal year, four of which were regular meetings. In the last fiscal year, no director attended less than 75% of these meetings of the Board that were held. Only the independent directors receive remuneration from the Fund for acting as a director. Aggregate fees and expenses (including reimbursement for travel and out-of-pocket expenses) of $3,513.98 were paid to such directors by the Fund during the fiscal year ended on September 30, 1999. Fees for the independent directors are set at $5,000 per annum and, in addition, these directors receive $500 for each Board meeting attended in person, $100 for each telephonic board meeting, plus travel and out-of-pocket expenses incurred in connection with Board meetings. The out-of-pocket expenses are borne equally by each individual fund in the group of funds served by the same Board members. None of the officers of the Portfolio received any compensation from the Fund for such period. Officers and interested directors of the Fund are compensated by the Manager or by Salomon Smith Barney. The following table shows the compensation paid by the Fund to each person who was a director during the Fund last fiscal year. COMPENSATION TABLE
Number of Aggregate Pension or Retirement Funds for Which Compensation Benefits Accrued as part Total Compensation Person Served Name of Person from Fund of Fund Expenses from Fund Complex Within Fund Complex -------------- ------------ ------------------------ ------------------ ------------------- Martin Brody $5,050 $0 $132,500 20 Dwight B. Crane 4,550 0 139,975 23 Allan J. Bloostein 5,250 0 90,500 19 Robert A. Frankel 5,350 0 72,250 9 William R. Hutchinson 5,050 0 42,450 7 Heath B. McLendon* 0 0 0 64
* Designates a director who is an "interested person" of the Fund. Upon attainment of age 80, Fund Directors are required to change to emeritus status. Directors Emeritus are entitled to serve in emeritus status for a maximum of 10 years during which time they are paid 50% of the annual retainer fee and meeting fees otherwise applicable to Fund Directors, together with reasonable out-of-pocket expenses for each meeting attended. During the Fund last fiscal year, aggregate compensation paid by the Fund to Directors Emeritus totaled $500. 5 The following is a list of the current executive officers of the Fund, all of whom have been elected by the Board to serve until their respective successors are elected:
Principal Occupations Offices and Positions Period During Past Five Years Name Held with Fund Offices Held and Age - ---- --------------------- ------------ ---------------------- Heath B. Chief Executive 1998 to date (see table of directors McLendon Officer, above) Chairman of the Board and President Lewis E. Senior Vice 1998 to date Managing Director of Daidone President and Salomon Smith Barney; Treasurer Senior Vice President and Treasurer or Executive Vice President and Treasurer of 59 investment companies associated with Salomon Smith Barney; Director and Senior Vice President of SSBC and TIA; 42. Glenn N. Vice President 1998 to date Senior Vice President Marchak and Investment of Traveler's Asset Officer Management International Corporation; Managing Director of Smith Barney from 1997 to 1998; Senior Vice President and Head of Loan Syndications at National Westminster Bank plc from 1993 to 1997; 43 Christina Secretary 1998 to date Managing Director of T. Sydor Salomon Smith Barney; Secretary or Executive Vice President and General Counsel of 59 investment companies associated with Salomon Smith Barney; Secretary and General Counsel of SSBC and TIA; 48. Irving P. Controller 1998 to date Director of Salomon David Smith Barney; Controller or Assistant Secretary of 43 investment companies associated with Salomon Smith Barney; 38.
The Board of Directors, including all of the independent directors, recommends that you vote "FOR" the election of nominees to the Board. PROPOSAL NO. 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS KPMG LLP ("KPMG") has been selected as the independent auditors to audit the accounts of the Fund for and during the fiscal year ending September 30, 2000 by a majority of the independent directors, which is subject to ratification by 6 the shareholders at the Meeting. All members of the Board present concurred in the selection of KPMG. KPMG also serves as the independent auditors for the Manager, other investment companies associated with Salomon Smith Barney and for Citigroup, Inc. ("Citigroup"), the ultimate parent company of Salomon Smith Barney and the Manager. KPMG has no direct or material indirect financial interest in the Fund, the Manager, Citigroup or any other investment company sponsored by Salomon Smith Barney or its affiliates. If the Fund receives a written request from any shareholder at least five days prior to the Meeting stating that the shareholder 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 votes cast at the Meeting is required to ratify the selection of KPMG. The Board of Directors, including all of the independent directors, recommends that the shareholders vote "FOR" the ratification of the selection of independent auditors. OTHER MATTERS The Manager 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. SUBMISSION OF SHAREHOLDER PROPOSALS Shareholder proposals intended to be presented at the 2001 Annual Meeting of the shareholders of the Portfolio must be received by September 15, 2000 to be included in the proxy statement and the form of proxy relating to that meeting, as the Fund expects that the 2001 Annual Meeting will be held in January of 2001. The submission by a shareholder of a proposal for inclusion in the proxy statement does not guarantee that it will be included. Shareholder proposals are subject to certain regulations under the federal securities laws. The persons named as proxies for the Annual Meeting of Shareholders for 2001 will have discretionary authority to vote on any matter presented by a shareholder for action at that meeting unless the Fund receives notice of the matter by September 17, 2000, in which case these persons will not have discretionary voting authority except as provided in the Securities and Exchange Commission's rules governing shareholder proposals. 7 IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING ARE THEREFORE URGED TO COMPLETE AND SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE. By Order of the Board of Directors, Christina T. Sydor Secretary December 30, 1999 8 PROXY TRAVELERS CORPORATE LOAN FUND INC. PROXY SOLICITED BY THE BOARD OF DIRECTORS The undersigned holder of shares of common stock of Travelers Corporate Loan Fund Inc. (the "Fund"), a Maryland corporation, hereby appoints Heath B. McLendon, Christina T. Sydor and William J. Renahan, as 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 Common Stock of the Fund which the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Fund, to be held at its offices, 388 Greenwich Street, New York, New York on January 31, 2000 at 9:00 a.m., and any adjournment or adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and Proxy Statement dated December 30, 1999 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. CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE SIDE [x] Please mark votes as in this example This proxy, if properly executed, will be voted in the manner directed by the undersigned shareholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF NOMINEES AS CLASS I, CLASS II AND CLASS III DIRECTORS AND PROPOSAL 2. Please refer to the Proxy Statement for a discussion of the Proposals. 1. ELECTION OF CLASS I, CLASS II AND CLASS III DIRECTORS Class I: Allan J. Bloostein and Martin Brody Class II: Robert A. Frankel and Heath B. McLendon Class III: Dwight B. Crane and William R. Hutchinson FOR WITHHELD ALL NOMINEES FROM ALL NOMINEES [ ] [ ] [ ]_______________________________ For all nominees except as noted above 2. To ratify the selection of KPMG FOR AGAINST ABSTAIN LLP as independent auditors [ ] [ ] [ ] for the Fund for the fiscal year ending September 30, 2000. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ] PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE Note: Please sign 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. Signature:___________________________ Date______ Signature:___________________________ Date______ -----END PRIVACY-ENHANCED MESSAGE-----