DFAN14A 1 dfan14a10769wah_10152019.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(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. )

Filed by the Registrant ☐

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 Under Rule 14a-12

WESTERN ASSET HIGH INCOME FUND II INC.
(Name of Registrant as Specified in Its Charter)
SABA CAPITAL MANAGEMENT, L.P. SABA CAPITAL MASTER FUND, LTD. SABA CAPITAL MASTER FUND II, LTD. SABA CAPITAL CEF OPPORTUNITIES 1, LTD. SABA CAPITAL CEF OPPORTUNITIES 2, LTD. SABA CAPITAL SPECIAL OPPORTUNITIES FUND, LTD. BOAZ R. WEINSTEIN DAVID BASILE STEPHEN J. FLANAGAN FREDERIC GABRIEL
(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

| ☒ | No fee required.

| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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:

Saba Capital Management, L.P., together with the other participants named herein (collectively, “Saba Capital”), has filed a definitive proxy statement and accompanying GOLD proxy card with the Securities and Exchange Commission to be used to solicit votes for the election of its nominees and the approval of a business proposal at the 2019 annual meeting of stockholders of Western Asset High Income Fund II Inc. (the “Fund”), a Maryland corporation and a closed-end management investment company registered under the Investment Company Act of 1940, as amended.

On October 14, 2019, Saba Capital issued an open letter to shareholders of the Fund. The full text of the letter is attached hereto as Exhibit 1 and is incorporated herein by reference.