-----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, FARjVocBalOuhlxF4II3Zu9EEHbmFFK7QxP6qHE0QqO5+aFFg4oq9JgbvOjp3kmM MbvXW6NHgP0u+PzjyiBH3g== 0000919574-98-000204.txt : 19980218 0000919574-98-000204.hdr.sgml : 19980218 ACCESSION NUMBER: 0000919574-98-000204 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980213 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: ACM MANAGED DOLLAR INCOME FUND INC CENTRAL INDEX KEY: 0000910524 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 223256305 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 811-07964 FILM NUMBER: 98536035 BUSINESS ADDRESS: STREET 1: C/O ALLIANCE CAPITAL MANAGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: PRINCETON ADMINISTRATORS LP STREET 2: P O BOX 9011 CITY: PRINCETON STATE: NJ ZIP: 08543-9011 DEF 14A 1 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-11(c) or Section 240.14a-12 ACM Managed Dollar 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 / No fee required / / Fee computed on table below per Exchange Act Rule 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: [LOGO OF ALLIANCE ACM MANAGED DOLLAR INCOME FUND, INC. CAPITAL APPEARS HERE] ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC. - ------------------------------------------------------------------------------- 1345 Avenue of the Americas, New York, New York 10105 Toll Free (800) 221-5672 - ------------------------------------------------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS MARCH 31, 1998 To the Stockholders of ACM Managed Dollar Income Fund, Inc., Alliance World Dollar Government Fund, Inc. and Alliance World Dollar Government Fund II, Inc.: Notice is hereby given that a Joint Annual Meeting of Stockholders (the "Meeting") of ACM Managed Dollar Income Fund, Inc., Alliance World Dollar Government Fund, Inc. and Alliance World Dollar Government Fund II, Inc. (individually, a "Fund", and together, the "Funds") will be held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on Tuesday, March 31, 1998 at 11:00 a.m., for the following purposes, all of which are more fully described in the accompanying Proxy Statement dated February 9, 1998: 1. To elect three Directors of each Fund, each such Director to hold office for a term of three years and until his successor is duly elected and qualified; 2. To ratify the selection of Ernst & Young LLP as independent auditors of each Fund for its respective fiscal year ending in 1998; 3. With respect to Alliance World Dollar Government Fund, Inc., to approve an amendment to the fundamental investment policy of that Fund regarding investments in sovereign debt obligations; and 4. To transact such other business as may properly come before the Meeting. The Board of Directors of each Fund has fixed the close of business on January 13, 1998 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting or any adjournment thereof. The enclosed proxy is being solicited on behalf of the Board of Directors of each Fund. By order of the Boards of Directors, Edmund P. Bergan, Jr. Secretary New York, New York February 9, 1998 - ------------------------------------------------------------------------------- YOUR VOTE IS IMPORTANT PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, SIGN AND DATE IT, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED IN THE UNITED STATES. IN ORDER TO SAVE THE FUNDS ADDITIONAL EXPENSE OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY. - ------------------------------------------------------------------------------- (R) This registered service mark used under license from the owner, Alliance Capital Management L.P. PROXY STATEMENT ACM MANAGED DOLLAR INCOME FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC. 1345 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10105 ---------------- JOINT ANNUAL MEETING OF STOCKHOLDERS MARCH 31, 1998 ---------------- INTRODUCTION This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the respective Boards of Directors of ACM Managed Dollar Income Fund, Inc. ("Managed Dollar"), Alliance World Dollar Government Fund, Inc. ("World Dollar") and Alliance World Dollar Government Fund II, Inc. ("World Dollar II"), each of which is a Maryland corporation (individually, a "Fund", and together, the "Funds"), to be voted at a Joint Annual Meeting of Stockholders of the Funds (the "Meeting"), to be held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on Tuesday, March 31, 1998 at 11:00 a.m. The solicitation will be by mail and the cost for each Fund will be borne by that Fund. The Notice for this Meeting, this Proxy Statement and the accompanying Proxy Card of each Fund are being mailed to stockholders on or about February 9, 1998. The Board of Directors of each Fund has fixed the close of business on January 13, 1998 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting and at any adjournment thereof. The outstanding voting shares of the Funds then consisted, respectively, of 21,243,756 shares of common stock of Managed Dollar, 7,618,664 shares of common stock of World Dollar and 71,980,285 shares of common stock of World Dollar II, each share being entitled to one vote. All properly executed proxies received prior to the Meeting will be voted at the Meeting in accordance with the instructions marked thereon or otherwise provided therein. Accordingly, unless instructions to the contrary are marked, proxies will be voted for the election of three Directors of each Fund, for ratification of the selection of Ernst & Young LLP as the Funds' independent auditors for each of their respective fiscal years ending in 1998 and, as regards World Dollar, for approval of the amendment to a fundamental investment policy of World Dollar. Any stockholder may revoke that stockholder's proxy at any time prior to exercise thereof by giving written notice to the Secretary of the Funds at 1345 Avenue of the Americas, New York, New York 10105, by signing another proxy of a later date or by personally voting at the Meeting. The Meeting is scheduled as a joint meeting of the respective stockholders of the Funds because the stockholders of all the Funds are to consider and vote on similar matters. Stockholders of each Fund will vote separately on each proposal set forth herein and on any other matters that may arise for that Fund, and an unfavorable vote on a proposal by the stockholders of one Fund will not affect the implementation of the proposal by any other Fund if that proposal is approved by the stockholders of the other Fund. If a proxy properly executed is returned accompanied by instructions to withhold authority to vote (an abstention) or represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares on a particular matter with respect to which the broker or nominee does not have discretionary power to vote), the shares represented thereby, with respect to matters to be determined by a plurality or specified majority of the votes cast on such matters (i.e., Proposals One and Two), will be considered present for purposes of determining the existence of a quorum for the transaction of business but, not being cast, will have no effect on the outcome of such matters. For World Dollar, with respect to Proposal Three, the adoption of which requires the affirmative vote of a specified proportion of the total shares outstanding, an abstention or broker non-vote will be considered present for purposes of determining the existence of a quorum but will have the effect of a vote against that matter. For World Dollar, Proposal Three is a matter with respect to which brokers and nominees do not have discretionary power to vote. A quorum for each Fund for the Meeting will consist of a majority of the shares outstanding. In the event that a quorum is not represented at the Meeting or, even if a quorum is so represented, in the event that sufficient votes in favor of any proposal set forth in the Notice of Meeting are not received prior to the meeting, the persons named as proxies may, but are under no obligation to, with no other notice than announcement at the Meeting, propose and vote for one or more adjournments of the Meeting in order to permit further solicitation of proxies with respect to such proposal. The Meeting may be adjourned for each Fund with respect to fewer than all the proposals in the Proxy Statement, and a stockholder vote may be taken on any one of the proposals prior to any adjournment if sufficient votes have been received for approval. Shares represented by proxies indicating a vote against a proposal will be voted against adjournment as to that proposal. PROPOSAL ONE ELECTION OF DIRECTORS Pursuant to the respective Articles of Incorporation and By-laws of the Funds, the Board of Directors of each Fund has been divided into three classes. With respect to all the Funds, the term of office of the members of Class One will expire as of the Meeting, that of Class Two will expire as of the Annual Meeting of Stockholders to be held in 1999 and that of Class Three will expire as of the Annual Meeting of Stockholders to be held in 2000. Upon expiration of the terms of office of each class as set forth above, those persons then elected as Directors in that class would serve for a term of three years following their election and until their successors are elected and qualified. Messrs. David H. Dievler, Clifford L. Michel and Donald J. Robinson are currently members of Class One; Messrs. John H. Dobkin, William H. Foulk and Dr. James M. Hester are currently members of Class Two; and Ms. Ruth Block and Messrs. John D. Carifa and Robert C. White are currently members of Class Three. Under this class structure, only those Directors of each Fund in a single class may be changed in any one year, and it would require two years to change a majority of the Board of Directors of a Fund (although, under Maryland law, procedures are available for the removal of Directors even if they are not then standing for re-election and, under Securities and Exchange Commission regulations, procedures are available for including appropriate stockholder proposals in a Fund's annual proxy statement). This system of 2 electing Directors, which may be regarded as an anti-takeover provision, may make it more difficult for each Fund's stockholders to change the majority of Directors of that Fund and, thus, have the effect of maintaining the continuity of management. At a meeting of the Board of Directors of each Fund held on December 9, 1997, Messrs. Dievler, Michel and Robinson were each nominated as Directors in Class One for election at the Meeting. At the Meeting each of them is to be elected to serve for a term of three years and until their successors are elected and qualified. With respect to each Fund, the affirmative vote of a plurality of the votes cast at the Meeting is required to elect a Director. It is the intention of the persons named in the enclosed proxy to vote in favor of the election of each nominee. Each nominee has consented to serve as a Director. The Boards of Directors know of no reason why any of the nominees will be unable to serve, but in the event of such inability, the proxies received will be voted for such substitute nominee as the Boards of Directors may recommend. Certain information concerning each Fund's Directors is set forth below. WITH RESPECT TO EACH FUND, ONLY CLASS ONE DIRECTORS ARE STANDING FOR RE- ELECTION AS DIRECTORS.
NUMBER OF SHARES YEAR FIRST BENEFICIALLY OWNED NAME, POSITIONS AND OFFICES WITH THE FUNDS, BECAME A YEAR TERM DIRECTLY OR INDIRECTLY AGE, PRINCIPAL OCCUPATIONS DURING DIRECTOR OF AS DIRECTOR AS OF THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS EACH FUND WILL EXPIRE FEBRUARY 9, 1998 ------------------------------------------- -------------- ------------- ---------------------- * John D. Carifa, Chairman and President, Managed Dollar 2000 World Dollar II-- 52. President, Chief Operating Officer and World (Class Three) 1,000 and a Director of Alliance Capital Dollar II-- Management Corporation, the general 1993 World partner of Alliance ("ACMC") Dollar--1992 **+ Ruth Block, Director, 67. She was for- Managed Dollar 2000 Managed Dollar-- merly an Executive Vice President and and World (Class Three) 3,000 the Chief Insurance Officer of The Eq- Dollar II-- World Dollar-- uitable Life Assurance Society of the 1993 World 3,000 United States. She is a Director of Dollar--1992 Ecolab Incorporated (specialty chemi- cals) and Amoco Corporation (oil and gas). **+ David H. Dievler, Director, 68. He is Managed Dollar 2001++ World Dollar II-- an independent consultant. He was for- and World (Class One) 1,000 merly Chairman of the Board of Direc- Dollar II-- tors of each Fund and a Senior Vice 1993 World President of ACMC until December 1994. Dollar--1992 **+ John H. Dobkin, Director, 55. President Managed Dollar 1999 World Dollar II-- of Historic Hudson Valley (historic and World (Class Two) 377 preservation) since 1990. He was for- Dollar II-- merly Director of the National Academy 1993 World of Design. Dollar--1992
3
NUMBER OF SHARES YEAR FIRST BENEFICIALLY OWNED NAME, POSITIONS AND OFFICES WITH THE FUNDS, BECAME A YEAR TERM DIRECTLY OR INDIRECTLY AGE, PRINCIPAL OCCUPATIONS DURING DIRECTOR OF AS DIRECTOR AS OF THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS EACH FUND WILL EXPIRE FEBRUARY 9, 1998 ------------------------------------------- ---------------- ------------- ---------------------- **+ William H. Foulk, Jr., Director, 65. He Managed Dollar 1999 Managed Dollar-- is an investment adviser and indepen- and World Dollar (Class Two) 200 dent consultant. He was formerly Se- II--1993 World World Dollar-- nior Manager of Barrett Associates, Dollar--1992 400 Inc., a registered investment adviser, World Dollar II-- since 1986. 400 **+ Dr. James M. Hester, Director, 73. Managed Dollar 1999 World Dollar-- President of The Harry Frank Guggen- and World Dollar (Class Two) 950 heim Foundation. He was formerly Pres- II--1993 World ident of New York University and The Dollar--1992 New York Botanical Garden and Rector of The United Nations University. **+ Clifford L. Michel, Director, 58. Part- Managed Dollar 2001++ Managed Dollar-- ner of the law firm of Cahill Gordon & and World Dollar (Class One) 1,000 Reindel. He is Chief Executive Officer II--1993 World World Dollar-- of Wenonah Development Company (in- Dollar--1992 1,000 vestments) and a Director of Placer World Dollar II-- Dome, Inc. (mining). 1,000 **+ Donald J. Robinson, Director, 63. He Managed Dollar, 2001++ Managed Dollar-- was formerly a senior partner and a World Dollar and (Class One) 1,500 member of the Executive Committee at World Dollar the law firm of Orrick, Herrington & II--1996 Sutcliffe and is currently senior counsel to that firm. **+ Robert C. White, Director, 77. He was Managed Dollar-- 2000 Managed Dollar-- formerly Assistant Treasurer of Ford and World Dollar (Class Three) 500 Motor Company and, until September 30, II--1993 World World Dollar-- 1994, a Vice President and the Chief Dollar--1992 500 Financial Officer of the Howard Hughes World Dollar-- Medical Institute. 500
- -------- * "Interested person," as defined in the Investment Company Act of 1940, as amended (the "1940 Act"), of each Fund because of an affiliation with Alliance Capital Management L.P., the investment adviser of each Fund ("Alliance"). ** Member of the Audit Committee. + Member of the Nominating Committee. ++ If re-elected at the Meeting. 4 During their respective fiscal years ended in 1997, the Board of Directors of Managed Dollar met eleven times, the Board of Directors of World Dollar met eight times, and the Board of Directors of World Dollar II met six times. During their respective fiscal years ended in 1997, the Audit Committees of Managed Dollar, World Dollar and World Dollar II each met twice. Each Audit Committee was constituted for the purposes described below in Proposal Two. During its fiscal year ended in 1997, the Nominating Committee of World Dollar II met one time. The Nominating Committees of Managed Dollar and World Dollar did not meet during their respective fiscal years ended in 1997. Each Nominating Committee was constituted for the purpose of selecting and nominating persons to fill any vacancies on the Board of Directors. The Nominating Committee of each Fund does not currently consider candidates proposed by stockholders for election as Directors. A Fund does not pay any fees to, or reimburse expenses of, its Directors who are considered "interested persons" of the Fund. The aggregate compensation paid by each Fund to each of the Directors during its respective fiscal year ended in 1997, the aggregate compensation paid to each of the Directors during the calendar year 1997 by all of the investment companies to which Alliance provides investment advisory services (collectively, the "Alliance Fund Complex") and the total number of investment companies (and separate investment portfolios within those companies) in the Alliance Fund Complex with respect to which each of the Directors serves as a director or trustee are set forth below. Neither the Funds nor any other investment company in the Alliance Fund Complex provides compensation in the form of pension or other retirement benefits to any of its directors or trustees.
TOTAL NUMBER TOTAL NUMBER OF OF INVESTMENT INVESTMENT PORTFOLIOS TOTAL COMPANIES IN THE WITHIN THE COMPENSATION ALLIANCE FUND ALLIANCE FUND FROM THE COMPLEX, COMPLEX, ALLIANCE INCLUDING THE INCLUDING THE FUND FUNDS, AS TO FUNDS, AS TO AGGREGATE COMPENSATION COMPLEX, WHICH THE WHICH THE FROM EACH FUND DURING INCLUDING DIRECTOR IS A DIRECTOR IS A ITS FISCAL YEAR ENDED THE FUNDS, DIRECTOR DIRECTOR OR NAME OF DIRECTOR IN 1997 DURING 1997 OR A TRUSTEE TRUSTEE - ---------------- ----------------------- ------------ ---------------- ------------- John D. Carifa.......... $ -0- $ -0- 54 118 Ruth Block.............. $4,004--Managed Dollar $163,997 40 80 $4,247--World Dollar $3,505--World Dollar II David H. Dievler........ $4,423--Managed Dollar $188,526 47 83 $4,251--World Dollar $3,505--World Dollar II John H. Dobkin.......... $4,525--Managed Dollar $127,775 44 80 $4,280--World Dollar $3,539--World Dollar II William H. Foulk, Jr.... $4,525--Managed Dollar $174,996 48 113 $4,294--World Dollar $3,539--World Dollar II James M. Hester......... $4,423--Managed Dollar $156,499 40 76 $4,234--World Dollar $3,505--World Dollar II
5
TOTAL NUMBER TOTAL NUMBER OF OF INVESTMENT INVESTMENT PORTFOLIOS TOTAL COMPANIES IN THE WITHIN THE COMPENSATION ALLIANCE FUND ALLIANCE FUND FROM THE COMPLEX, COMPLEX, ALLIANCE INCLUDING THE INCLUDING THE FUND FUNDS, AS TO FUNDS, AS TO AGGREGATE COMPENSATION COMPLEX, WHICH THE WHICH THE FROM EACH FUND DURING INCLUDING DIRECTOR IS A DIRECTOR IS A ITS FISCAL YEAR ENDED THE FUNDS, DIRECTOR DIRECTOR OR NAME OF DIRECTOR IN 1997 DURING 1997 OR A TRUSTEE TRUSTEE - ---------------- ----------------------- ------------ ---------------- ------------- Clifford L. Michel...... $4,192--Managed Dollar $194,499 41 92 $4,003--World Dollar $3,274--World Dollar II Donald J. Robinson...... $4,724--Managed Dollar $235,500 41 94 $4,221--World Dollar $3,724--World Dollar II Robert C. White......... $2,230--Managed Dollar $ 88,500 10 10 $7,902--World Dollar $1,543--World Dollar II
Alliance has instituted a policy applicable to all funds in the Alliance Fund Complex contemplating, in the case of the Funds, that each Director will invest specified minimum amounts in shares of one or more of the Funds, and (in most cases) an overall total of at least $150,000 in shares of funds within the Alliance Fund Complex (including the Funds). As of February 9, 1998, the Directors and officers of each Fund as a group owned less than 1% of the shares of the Fund. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF THAT FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THE FUND. PROPOSAL TWO RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS The Board of Directors of each Fund recommends that the stockholders of the Fund ratify the selection of Ernst & Young LLP, independent auditors, to audit the accounts of each such Fund for the fiscal year ending September 30, 1998 for Managed Dollar, October 31, 1998 for World Dollar and March 31, 1998 for World Dollar II. Their selection was approved by the vote, cast in person, of a majority of the Board of Directors of each Fund, including a majority of the Directors who are not "interested persons" of each Fund as defined in the 1940 Act, at a meeting held on September 9, 1997 for Managed Dollar and World Dollar and April 12, 1997 for World Dollar II. With respect to each Fund, the affirmative vote of a majority of the votes cast at the Meeting is required to ratify such selection. Ernst & Young LLP has audited the accounts of Managed Dollar, World Dollar and World Dollar II since the commencement of each Fund's operations and does not have any direct financial interest or any 6 material indirect financial interest in any of the Funds. A representative of Ernst & Young LLP is expected to attend the Meeting and to have the opportunity to make a statement and to respond to appropriate questions from the stockholders. The Audit Committee of the Board of Directors of each Fund generally meets twice during each fiscal year with representatives of Ernst & Young LLP to discuss the scope of the independent auditors' engagement and to review the financial statements of the Fund and the results of their examination thereof. THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF THAT FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF THE FUND. PROPOSAL THREE--ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC. APPROVAL OF AN AMENDMENT TO A FUNDAMENTAL INVESTMENT POLICY At a July 29, 1997 Special Meeting of the Board of Directors of World Dollar (the "July 29 Meeting"), the Directors considered and approved the recommendation of Alliance that a fundamental investment policy of World Dollar be amended to provide that under normal circumstances the Fund will invest at least 75% of its total assets in a combination of Sovereign Debt Obligations and Zero Coupon Obligations (both as defined below). Pursuant to World Dollar's current fundamental investment policy, under normal circumstances World Dollar invests at least 75% of its total assets in (i) U.S. dollar-denominated debt securities issued or guaranteed by foreign governments, including participations in loans between foreign governments and financial institutions, and interests in entities organized and operated for the purpose of restructuring the investment characteristics of instruments issued or guaranteed by foreign governments ("Sovereign Debt Obligations") of a type customarily referred to as "Brady Bonds" that are issued as part of debt restructurings and are collateralized in full as to principal due at maturity by zero coupon obligations issued or guaranteed by the U.S. government, its agencies or instrumentalities ("Zero Coupon Obligations") having the same maturity as the collateralized obligations ("Collateralized Brady Bonds") as well as in (ii) Zero Coupon Obligations themselves. At the July 29 Meeting, Alliance reviewed with the Board of Directors the fact that World Dollar was launched at a time when many emerging market countries were in the process of restructuring their sovereign debt. A plan introduced by former U.S. Secretary of the Treasury Nicholas F. Brady permitted these countries to exchange their existing commercial bank borrowings for new obligations known as Brady Bonds. At the time World Dollar was formed, the great majority of Brady Bonds were Collateralized Brady Bonds. The supply of Collateralized Brady Bonds in the market has been shrinking, both in absolute terms and as a proportion of emerging market sovereign debt obligations generally. A number of emerging market countries that have seen improvements in their credit ratings are buying back their Collateralized Brady Bonds in the secondary market and retiring them, issuing non-collateralized sovereign debt obligations in their place. At the July 29 Meeting, Alliance reviewed with the Board of 7 Directors the clear trend away from Collateralized Brady Bonds as many emerging market countries continue to improve their credit quality. Alliance expressed its belief that this trend would further shrink the supply of Collateralized Brady Bonds, potentially resulting in World Dollar's experiencing difficulty adhering to its required minimum concentration in Collateralized Brady Bonds without holding obligations that were not optimally attractive. For the foregoing reasons, Alliance recommended that the Directors modify the current fundamental investment policy to remove the requirement that World Dollar invest 75% of its total assets in Collateralized Brady Bonds and Zero Coupon Obligations by expanding the permissible investments for this purpose to cover all types of Sovereign Debt Obligations, including uncollateralized Brady Bonds. In connection with its recommendation, Alliance informed the Board of Directors that it anticipated that any reduction in World Dollar's Collateralized Brady Bond concentration would be gradual. While uncollateralized sovereign debt obligations present heightened credit risks compared with similarly rated collateralized obligations, even the Zero Coupon Obligations that provide the collateral for Collateralized Brady Bonds would not be distributed to investors in the event of a default nor would such obligations be sold and their proceeds distributed. Rather, the collateral would be held by an agent until the scheduled maturity of defaulting Collateralized Brady Bonds which continue to be outstanding, at which time the collateral would be equal to the amount of the principal payment that would have then been due on the bonds. Alliance informed the Board of Directors that, therefore, a most rigorous credit analysis was required before investing in any sovereign debt obligations, even those that are collateralized. In addition, the markets in which Collateralized Brady Bonds have been disappearing are precisely those experiencing enhanced perceptions of the issuer's credit quality. Alliance expressed to the Directors its belief that a move away from Collateralized Brady Bonds toward other forms of sovereign debt obligations would not meaningfully alter World Dollar's risk profile. Based upon Alliance's analysis and recommendation, the Board of Directors of World Dollar concluded that the proposed amendment to provide that under normal circumstances World Dollar will invest at least 75% of its total assets in a combination of any Sovereign Debt Obligations (not solely Collateralized Brady Bonds) and Zero Coupon Obligations would be in the best interests of World Dollar and its stockholders. Accordingly, the Board of Directors approved, and recommends to the stockholders of World Dollar for their approval, the proposed amendment to World Dollar's fundamental investment policy. Approval of this amendment requires the affirmative vote of the lesser of (i) 67% or more of the voting securities of World Dollar present at the Meeting, if the holders of more than 50% of the outstanding voting securities of World Dollar are present or represented by proxy, and (ii) more than 50% of the outstanding voting securities of World Dollar. If the stockholders of World Dollar do not approve Proposal Three, the applicable fundamental investment policy of World Dollar will continue unchanged. THE BOARD OF DIRECTORS OF WORLD DOLLAR RECOMMENDS THAT THE STOCKHOLDERS OF WORLD DOLLAR VOTE FOR THE AMENDMENT TO WORLD DOLLAR'S FUNDAMENTAL INVESTMENT POLICY REGARDING INVESTMENT IN A COMBINATION OF SOVEREIGN DEBT OBLIGATIONS AND ZERO COUPON OBLIGATIONS. 8 OTHER MATTERS Management of each Fund does not know of any matters to be presented at the Meeting other than those mentioned in this Proxy Statement. If any other matters properly come before the Meeting, except as otherwise provided in this Proxy Statement with respect to adjournments, the shares represented by proxies will be voted with respect thereto in accordance with the best judgment of the person or persons voting the proxies. INFORMATION AS TO THE FUNDS' EXECUTIVE OFFICERS, AND AS TO THE INVESTMENT ADVISER AND ADMINISTRATOR The executive officers of the Funds, their ages and their principal occupations during the past five years are set forth below. Each of the officers listed below currently serves as an officer of one or more of the other registered investment companies in the Alliance Fund Complex. John D. Carifa, Director and Chairman of each Fund (See Proposal One, "Election of Directors," at page 3 for biographical information). Wayne D. Lyski, President of each Fund, 56, is an Executive Vice President of ACMC, with which he has been associated since prior to 1993. Kathleen A. Corbet, Senior Vice President of each Fund, 37, is an Executive Vice President of ACMC, with which she has been associated since July 1993.* Paul J. DeNoon, Vice President of each Fund, 35, is a Vice President of ACMC, with which he has been associated since prior to 1993. Vicki L. Fuller, Vice President of each Fund, 40, is a Senior Vice President of ACMC, with which she has been associated since prior to 1993.* Wayne C. Tappe, Vice President of Managed Dollar and World Dollar II, 34, is a Vice President of ACMC, with which he has been associated since July 1993.* Mark D. Gersten, Treasurer and Chief Financial Officer of each Fund, 47, is a Senior Vice President of Alliance Fund Services, Inc., with which he has been associated since prior to 1993. Edmund P. Bergan, Jr., Secretary of each Fund, 47, is a Senior Vice President and the General Counsel of Alliance Fund Distributors, Inc., with which he has been associated since prior to 1993. The address of Messrs. Carifa, Bergan, DeNoon, Lyski and Tappe and Mses. Corbet and Fuller is c/o Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The address of Mr. Gersten is c/o Alliance Capital Management L.P., 500 Plaza Drive, Secaucus, New Jersey 07094. - -------- * Prior to July 22, 1993, with Equitable Capital Management Corporation ("Equitable Capital"). On that date, Alliance acquired the business and substantially all of the assets of Equitable Capital. 9 The investment adviser and administrator for the Funds is Alliance Capital Management L.P., with principal offices at 1345 Avenue of the Americas, New York, New York 10105. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 30(h) of the 1940 Act and the rules under Section 16 of the Securities Exchange Act of 1934, as amended, require that the Directors and officers of the Funds and the Directors of ACMC, among others, file with the Securities and Exchange Commission and the New York Stock Exchange initial reports of ownership and reports of changes in ownership of shares of the Funds. During 1997, a statement of changes in beneficial ownership of securities on Form 4 was filed late on behalf of Mr. Dobkin, a Director of each of the Funds. The report related to the purchase of shares of World Dollar II. SUBMISSION OF PROPOSALS FOR MEETINGS OF STOCKHOLDERS Proposals of stockholders intended to be presented at the next annual meeting of stockholders of each Fund must be received by the Funds by October 12, 1998 for inclusion in such Fund's proxy statement and form of proxy card relating to that meeting. The submission by a stockholder of a proposal for inclusion in the proxy statement does not guarantee that it will be included. Stockholder proposals are subject to certain regulations under federal securities laws. REPORTS TO STOCKHOLDERS Each Fund will furnish each person to whom this Proxy Statement is delivered with a copy of the Fund's latest annual report to stockholders, and World Dollar II will also furnish a copy of its most recent semi-annual report succeeding its 1997 annual report to stockholders, upon request and without charge. To request a copy, please call Alliance Fund Services, Inc. at (800) 227-4618 or contact Rita Barnett at Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105. By order of the Boards of Directors, Edmund P. Bergan, Jr. Secretary February 9, 1998 New York, New York 10
TABLE OF CONTENTS PAGE - ------------------------------------------------------------------------------- Introduction............................................................. 1 Proposal One: Election of Directors...................................... 2 Proposal Two: Ratification of Selection of Independent Auditors.......... 6 Proposal Three--Alliance World Dollar Government Fund, Inc.: Approval of an Amendment to a Fundamental Investment Policy......................... 7 Other Matters............................................................ 9 Information as to the Funds' Executive Officers, and as to the Investment Adviser and Administrator............................................... 9 Submission of Proposals for Meetings of Stockholders..................... 10 Reports to Stockholders.................................................. 10
AWD-PS-98 ACM MANAGED DOLLAR INCOME FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC. ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC. - ------------------------------------------------------------------------------- [LOGO OF ALLIANCE CAPITAL APPEARS HERE] Alliance Capital Management L.P. - ------------------------------------------------------------------------------- NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MARCH 31, 1998 APPENDIX PROXY PROXY ACM MANAGED DOLLAR INCOME FUND, INC. INSTRUCTIONS TO THE STOCKHOLDERS OF ACM MANAGED DOLLAR INCOME FUND, INC. IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 31, 1998. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ACM MANAGED DOLLAR INCOME FUND, INC. The undersigned hereby instructs Carol H. Rappa and Rita Barnett to vote all shares of the Common Stock of ACM Managed Dollar Income Fund, Inc. (the "Corporation") registered in the name of the undersigned at the Annual Meeting of Stockholders of the Corporation to be held at 11:00 a.m., Eastern Standard Time, on Tuesday, March 31, 1998 at the offices of the Corporation, 1345 Avenue of the Americas, 33rd Floor, New York, New York, 10105, and at all adjournments thereof. The undersigned hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy Statement and hereby instructs said proxies to vote said shares as indicated hereon. THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR ELECTION OF THE NOMINEES AS DIRECTORS AND FOR ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. PLEASE REFER TO THE PROXY STATEMENT FOR A DISCUSSION OF EACH OF THE PROPOSALS. PLEASE VOTE, DATE, AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. Please sign exactly as your name(s) appear(s) on the books of the Corporation. Joint owners should each sign personally. Trustees and other fiduciaries should indicate the capacity in which they sign, and where more than one name appears, a majority must sign. If a corporation, this signature should be that of an authorized officer who should state his or her title. HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS? ___________________________ ______________________________ ___________________________ ______________________________ /X/ PLEASE MARK VOTES AS IN THIS EXAMPLE Mark box at right if an address change or / / comment has been noted on the reverse side of this card. Please be sure to sign and date this Proxy. Date Shareholder sign here Co-owner sign here 1. Election of Directors. For All For All Nominees Withhold Except / / / / / / Class One Directors (term expires in 2001) DAVID H. DIEVLER, CLIFFORD L. MICHEL, DONALD J. ROBINSON IF YOU WISH TO WITHHOLD YOUR VOTE FROM ANY INDIVIDUAL NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE THROUGH THE NAME(S) OF THE NOMINEE(S) IN THE LIST ABOVE. 2. RATIFICATION OF THE SELECTION OF ERNST & For Against Abstain YOUNG LLP as the / / / / / / independent auditors for the Corporation for the fiscal year ending September 30, 1998. 3. In their discretion, except For Against Abstain as otherwise provided for / / / / / / in the Proxy Statement with respect to adjournments, on all such other matters that may properly come before the meeting or any adjournments thereof. RECORD DATE SHARES: 00250158.AY2 -----END PRIVACY-ENHANCED MESSAGE-----