-----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, WEB1bUgmrm9zNRkFdd3EkXkYMVVjiII7raahN7QCYtQ79dEi43oA5g0BgevjeLKV ua05mG5l7CL01SkLvZYveQ== 0000919574-05-002177.txt : 20050617 0000919574-05-002177.hdr.sgml : 20050617 20050617122710 ACCESSION NUMBER: 0000919574-05-002177 CONFORMED SUBMISSION TYPE: SC TO-I/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACM MANAGED DOLLAR INCOME FUND INC CENTRAL INDEX KEY: 0000910524 IRS NUMBER: 223256305 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-I/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-50913 FILM NUMBER: 05902116 BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 2129692124 MAIL ADDRESS: STREET 1: C/O ALLIANCE CAPITAL MANAGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FILED BY: 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: SC TO-I/A BUSINESS ADDRESS: STREET 1: 800 SCUDDERS MILL ROAD CITY: PLAINSBORO STATE: NJ ZIP: 08536 BUSINESS PHONE: 2129692124 MAIL ADDRESS: STREET 1: C/O ALLIANCE CAPITAL MANAGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 SC TO-I/A 1 d579697_shto-ia.txt As filed with the Securities and Exchange Commission on, June 17, 2005 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------------------------------------------ Schedule TO Tender Offer Statement under Section 14(d)(1) or 13(e)(4) of the Securities Exchange Act of 1934 (Amendment No. 1)* ACM Managed Dollar Income Fund, Inc. (Name of Subject Company (Issuer)) ACM Managed Dollar Income Fund, Inc. (Name of Filing Persons (Offeror and Issuer)) Common Stock, Par Value $.01 Per Share (Title of Class of Securities) 000949107 (CUSIP Number of Class of Securities) Mark R. Manley Alliance Capital Management L.P. 1345 Avenue of the Americas New York, New York 10105 (212) 969-1000 (Name, address, and telephone number of person authorized to receive notices and communications on behalf of filing persons) With a copy to: Patricia A. Poglinco, Esquire Seward & Kissel LLP One Battery Park Place New York, New York 10004 Calculation of Filing Fee ================================================================================ Transaction Valuation Amount of Filing Fee - -------------------------------------------------------------------------------- $8,935,479.95 (a)................................ $1,051.71(b) ================================================================================ (a) Calculated as the aggregate maximum purchase price to be paid for 1,135,385 shares in the offer, based upon the net asset value per share of $7.87 at May 11, 2005. (b) Calculated as the Transaction Valuation multiplied by 0.00011770. |X| Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $1,051.71 Form or Registration No.: Schedule TO Filing Party: Alliance Managed Dollar Income Fund, Inc. Date Filed: May 16, 2005 |_| Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: |_| third-party tender offer subject to Rule 14d-1. |X| issuer tender offer subject to Rule 13e-4. |_| going-private transaction subject to Rule 13e-3. |_| amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer. |_| ================================================================================ Introductory Statement This Amendment Number 1 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on May 16, 2005 by Alliance Managed Dollar Income Fund, Inc., (the "Fund"), relating to an offer to purchase for cash (the "Offer") up to 1,135,385 shares of the Fund's issued and outstanding shares of Common Stock, par value $0.01 per share (the "Shares") amends such Statement on Schedule TO to add the following information in accordance with Rule 13e-4(c)(4) of the Securities and Exchange Act of 1934 and General Instruction H of Schedule TO: Pursuant to the Offer for up to 1,135,385 of its Shares which expired on Friday, June 10, 2005 at 12:00 Midnight Eastern Time, the Fund has accepted that number of Shares for payment on June 17, 2005 at $8.07 per Share. These Shares represent approximately 5% of the Fund's outstanding Shares. A total of 1,677,694 Shares were properly tendered and not withdrawn prior to 5:00 p.m. Eastern Time on June 14, 2005, the final date for withdrawals. Therefore, on a pro rated basis, in accordance with the terms of the Offer, 67.68% of the Shares so tendered by each tendering stockholder have been accepted for payment. The aggregate purchase price paid by the Fund for the Shares purchased pursuant to the Offer was $9,162,556.95. Reference is hereby made to the press release issued by the Fund on June 13, 2005 a copy of which is attached hereto as Exhibit (a)(5)(v) and is incorporated herein by reference and the press release issued by the Fund on June 15, 2005 a copy of which is attached hereto as Exhibit (a)(5)(vi) and is incorporated herein by reference. Item 12. Exhibits. (a)(5)(v) Press Release issued on June 13, 2005. (a)(5)(vi) Press Release issued on June 15, 2005. SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. ALLIANCE MANAGED DOLLAR INCOME FUND, INC. /s/ Mark R. Manley ------------------ Name: Mark R. Manley. Title: Secretary Dated: June 17, 2005 00250.0158 #579697 EX-99 2 d579761_exa-5v.txt EXHIBIT (A) (5)(V) Exhibit (a)(5)(v) FOR IMMEDIATE RELEASE Shareholder Contact: 1-800-219-4218 ACM MANAGED DOLLAR INCOME FUND, INC. ANNOUNCES EXPIRATION OF TENDER OFFER AND PRELIMINARY RESULTS -------------------------------------------------- NEW YORK, NY June 13, 2005 ACM Managed Dollar Income Fund, Inc. (NYSE: ADF) (the "Fund") announced today its tender offer for 1,135,385 of its issued and outstanding shares of common stock representing approximately 5% of the Fund's outstanding shares expired Friday, June 10, 2005 at 12:00 Midnight Eastern Time. Shares tendered may be withdrawn at any time prior to 5:00 p.m. Eastern Time on June 14, 2005. Based upon current information, approximately 1,563,940 shares were tendered, of which approximately 98,500 shares were tendered pursuant to notices of guaranteed delivery. Because the number of shares tendered exceeds 1,135,385 shares, the tender offer has been oversubscribed. Therefore, in accordance with the terms of the tender offer, the Fund will purchase shares on a pro rata basis (disregarding fractions) from all tendering stockholders, in accordance with the number of shares tendered by or on behalf of each stockholder. Based on preliminary information, the proration for each stockholder is estimated to be 72.6% of the shares properly tendered. These numbers are subject to adjustment and should not be regarded as final. The actual number of shares to be purchased will be announced at a later date. Management of the Fund anticipates acceptance on June 15, 2005 of 1,135,385 shares properly tendered and not withdrawn and that payment for such shares will be made on or about June 17, 2005. The purchase price of properly tendered shares is the net asset value per share determined as of the close of regular trading session of the New York Stock Exchange today. The Fund is a non-diversified, closed-end U.S. registered management investment company whose investment adviser is Alliance Capital Management L.P. As of June 9, 2005 the Fund's total net assets were approximately $180 million. ## 00250.0158 #579761 s: MFLEGAL\PRESS RELEASE\ACM8Prelim.With Proration EX-99 3 d579758_exa-5vi.txt EXHIBIT (A)(5)(VI) Exhibit (a)(5)(vi) FOR IMMEDIATE RELEASE Shareholder Contact: 1-800-219-4218 ACM MANAGED DOLLAR INCOME FUND, INC. ANNOUNCES RESULTS OF TENDER OFFER --------------------------------- NEW YORK, NY June 15, 2005 -- ACM Managed Dollar Income Fund, Inc. (NYSE:ADF) (the "Fund") announced today that in accordance with its tender offer for up to 1,135,385 of its shares of common stock which expired on Friday, June 10, 2005 at 12:00 Midnight Eastern Time, the Fund has accepted that number of shares for payment on June 17, 2005 at $8.07 per share. These shares represent approximately 5% of the Fund's outstanding shares. A total of 1,677,694 shares were properly tendered and not withdrawn prior to 5:00 p.m. Eastern Time on June 14, 2005, the final date for withdrawals. Therefore, on a pro rated basis, in accordance with the terms of the tender offer, 67.68% of the shares so tendered by each tendering stockholder have been accepted for payment. The purpose of the tender offer was to fulfill an undertaking made in connection with the initial public offering of the Fund's shares. The Fund is a non-diversified, closed-end U.S. registered management investment company managed by Alliance Capital Management L.P. As of June 10, 2005, the date on which the Fund's tender offer expired, the Fund's total net assets were approximately $180 million. # # 00250.0158 #579758 MF LEGAL/PRESS RELEASES/ACM8-TOFINALResults.6.15.05.doc -----END PRIVACY-ENHANCED MESSAGE-----