<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13D-2(a)
(AMENDMENT NO. 1)
ACM Government Opportunity Fund, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
000918 102
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(CUSIP Number)
Michael A. Conway
Aon Advisors, Inc.
123 North Wacker Drive
Chicago, Illinois 60606
(312) 701-3000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 27, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box
/ /.
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
(Continued on following pages)
PAGE 1 OF 8
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CUSIP NO. 000918 102 SCHEDULE 13D PAGE 2 OF 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AON CORPORATION
36-3051915
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 4,550,000
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,550,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
HC, CO
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CUSIP NO. 000918 102 SCHEDULE 13D PAGE 3 OF 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AON ADVISORS, INC.
54-1392321
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Virginia
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 4,550,000
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,550,000
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,550,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.8%
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14 TYPE OF REPORTING PERSON (See Instructions)
IA, CO
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CUSIP NO. 000918 102 SCHEDULE 13D PAGE 4 OF 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
COMBINED INSURANCE COMPANY OF AMERICA
36-2136262
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 4,468,700
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 4,468,700
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,468,700
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.2%
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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<PAGE> 5
CUSIP NO. 000918 102 SCHEDULE 13D PAGE 5 OF 8
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1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
VIRGINIA SURETY COMPANY, INC.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See
Instructions)
(a) / /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
/ /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Illinois
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NUMBER OF 7 SOLE VOTING POWER 0
SHARES -----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 81,300
OWNED BY -----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 0
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER 81,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES (See Instructions)
/ /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.01%
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14 TYPE OF REPORTING PERSON (See Instructions)
IC, CO
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<PAGE> 6
CUSIP NO. 000918 102
This Amendment No. 1 (this "Amendment") amends and supplements the
Schedule 13D filed with the Securities and Exchange Commission on December 10,
1999 (the "Schedule 13D") by Aon Corporation, a Delaware corporation ("Aon"),
Aon Advisors, Inc., a Virginia corporation ("Advisors"), Combined Insurance
Company of America, an Illinois corporation ("CICA"), and Virginia Surety
Company, an Illinois corporation ("VSC", and together with Aon, Advisors and
CICA, the "Filing Persons"). The Schedule 13D and this Amendment relate to the
Common Stock (the "Common Stock") of ACM Government Opportunity Fund, Inc. (the
"Issuer"). Capitalized terms used but not defined herein have the meanings
ascribed to such terms in the Schedule 13D.
Items 4 and 7 of the Schedule 13D are hereby amended and restated in
their entirety as follows:
ITEM 4. PURPOSE OF TRANSACTION
Under Article Seventh, Section (4)(a), of the Articles of
Incorporation of the Issuer, the Issuer is required to submit to its
stockholders a proposal to convert the Issuer from a closed-end investment
company to an open-end investment company at its next annual meeting of
stockholders if (i) shares of the Common Stock have traded on the principal
securities exchange where such shares are listed at an average discount from net
asset value (the "Discount") of more than 10%, determined on the basis of the
Discount as of the end of the last trading day in each week during the period of
12 calendar weeks preceding December 31 in any year, and (ii) during such year
the Issuer has received written requests from the holders of 10% or more of the
Common Stock that the Issuer submit such a proposal to its stockholders.
The Filing Persons collectively hold more than 10% the outstanding
shares of Common Stock, and the Filing Persons believe that the shares of Common
Stock have traded on the New York Stock Exchange, the principal securities
exchange where the Common Stock is listed, at an average Discount of more than
10%, based on the Discount as of the end of the last trading day in each week
during the period of twelve calendar weeks preceding December 31, 1999. In
accordance with Article Seventh, Section (4)(a), of the Issuer's Articles of
Incorporation, CICA and VSC, on December 27, 1999, submitted a written notice
(see Exhibit D) to the Issuer requesting that the Issuer submit to its
stockholders at its annual meeting to be held in 2000 a proposal (the
"Proposal") that the Issuer amend its Articles of Incorporation to convert the
Issuer from a closed-end investment company to an open-end investment company.
In making this request, CICA and VSC considered, among other things, the
following:
Page 6 of 8
<PAGE> 7
CUSIP NO. 000918 102
- There has been a precipitous increase in recent weeks in the
Discount (i.e., from 8.90% on November 19, 1999 to 18.37% on
December 23, 1999).
- The Discount is currently markedly greater than 10%.
- One of the core principles of the Fund, as evidenced by its
charter, is that a Discount in excess of 10% would demand
action.
CICA and VSC have requested the support of the Issuer's Board
of Directors and management for the Proposal, and believe that the fiduciary
duties of the Board of Directors require the Board to support the Proposal. CICA
and VSC have also requested an opportunity to meet with the Board of Directors
and management of the Issuer to discuss the Proposal.
Except as set forth above, none of the Filing Persons has any
current plans or proposals which relate to or would result in any matter
described in paragraphs (a) through (j) of Item 4 of Schedule 13D under the
Exchange Act. The Filing Persons may, in the future, for any reason and in their
sole discretion, change such intentions and formulate additional plans and
proposals relating to one or more matters described in such paragraphs.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Investment Advisory Agreement dated May 1, 1992 between Aon Advisors
and CICA (incorporated by reference to the Schedule 13D filed by the
Filing Persons on December 10, 1999)
B. Investment Advisory Agreement dated May 1, 1992 between Aon Advisors
and VSC (incorporated by reference to the Schedule 13D filed by the
Filing Persons on December 10, 1999)
C. Joint Filing Agreement dated December 10, 1999 among each of the Filing
Persons (incorporated by reference to the Schedule 13D filed by the
Filing Persons on December 10, 1999)
D. Letter from CICA and VSC to the Issuer dated December 27,
1999
Page 7 of 8
<PAGE> 8
CUSIP NO. 000918 102
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
AON CORPORATION
Date: December 27, 1999
/s/ Michael A. Conway
- ------------------------
By: Michael A. Conway
Its: Senior Vice President and Senior Investment Officer
AON ADVISORS, INC.
Date: December 27, 1999
/s/ Michael A. Conway
- ------------------------
By: Michael A. Conway
President
COMBINED INSURANCE COMPANY OF AMERICA
Date: December 27, 1999
/s/ Michael A. Conway
- ------------------------
By: Michael A. Conway
Senior Vice President
VIRGINIA SURETY COMPANY, INC.
Date: December 27, 1999
/s/ Michael A. Conway
- ------------------------
By: Michael A. Conway
Senior Vice President
Page 8 of 8
<PAGE> 1
COMBINED INSURANCE COMPANY OF AMERICA
VIRGINIA SURETY COMPANY, INC.
123 North Wacker Drive
Chicago, Illinois 60606
December 27, 1999
ACM Government Opportunity Fund, Inc.
1345 Avenue of the Americas
Suite 3100
New York, NY 10105
Ladies and Gentlemen:
As you are no doubt aware, Article Seventh, Section (4)(a), of
the Articles of Incorporation of the ACM Government Opportunity Fund, Inc. (the
"Fund") provides as follows:
Commencing with the calendar year which begins on January 1,
1993, and in each calendar year thereafter, the Corporation shall, if
the conditions set forth in the immediately following sentence have
been satisfied, submit to its stockholders at the annual meeting of
stockholders next following the end of such year a proposal that the
Corporation, consistent with the Investment Company Act of 1940 as then
in effect, amend these Articles of Incorporation to convert the
Corporation from a "closed-end company" to an "open-end company" as
those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively,
of the Investment Company Act of 1940, as in effect from time to time.
The Corporation shall be required to submit such proposal at such
annual meeting of stockholders only if both (i) shares of the
Corporation's Common Stock have traded on the principal securities
exchange where listed at an average discount from net asset value of
more than 10%, determined on the basis of the discount as of the end of
the last trading day in each week during the period of 12 calendar
weeks preceding December 31 in such year, and (ii) during such year the
Corporation receives at its principal executive office written requests
from the holders of 10% or more of the Corporation's outstanding shares
of Common Stock that such a proposal be submitted to the Corporation's
stockholders.
The annual report of the Fund on Form N-30 dated September 27,
1999 states that, as of July 31, 1999, there were 13,071,872 shares of common
stock (the "Common Stock") of the Fund outstanding. As of the date hereof, the
undersigned are collectively the holders of 4,550,000 shares of Common Stock,
which, based on the number of shares of Common Stock outstanding as last
reported by the Fund, constitute approximately 34.8% of all outstanding shares
of Common Stock.
<PAGE> 2
December 27, 1999
Page 2
The shares of Common Stock have traded on the New York Stock
Exchange, the principal securities exchange where the Common Stock is listed, at
an average discount from net asset value (the "Discount") of more than 10%,
based on the Discount as of the end of the last trading day in each week during
the period of twelve calendar weeks preceding December 31, 1999. Specifically,
the Discount was as noted below on each of the following dates:
CLOSING MARKET DISCOUNT FROM
DATE NET ASSET VALUE PRICE NET ASSET VALUE
- ---- --------------- -------------- ------------------
October 8, 1999 $ 7.710 $7.063 - 8.40%
October 15, 1999 7.640 6.813 -10.83%
October 22, 1999 7.670 7.125 - 7.11
October 29, 1999 7.810 7.188 - 7.97
November 5, 1999 7.850 7.125 - 9.24
November 12, 1999 7.900 7.188 - 9.02
November 19, 1999 7.900 7.188 - 8.90
November 26, 1999 7.890 7.000 -11.28
December 3, 1999 7.800 6.750 -13.46
December 10, 1999 7.880 6.375 -19.10
December 17, 1999 7.620 6.375 -16.34
December 23, 1999 7.81 6.375 -18.37
The average of the Discounts set forth above is 11.66%.
In accordance with Article Seventh, Section (4)(a), of the
Fund's Articles of Incorporation, the undersigned hereby request that the Fund
submit to its stockholders at its annual meeting to be held in 2000 a proposal
(the "Proposal") that the Fund, consistent with the Investment Company Act of
1940, as amended (the "1940 Act"), amend its Articles of Incorporation to
convert the Fund from a "closed-end company" to an "open-end company" as those
terms are defined in the 1940 Act.
In making this request, the undersigned have considered, among
other things, the following:
- There has been a precipitous increase in recent weeks in the
Discount (i.e., from 8.90% on November 19, 1999 to 18.37% on
December 23, 1999).
- The Discount is currently markedly greater than 10%.
<PAGE> 3
December 27, 1999
Page 3
- One of the core principles of the Fund, as evidenced by its
charter, is that a Discount in excess of 10% would demand
action.
In view of the foregoing, the undersigned respectfully request the support of
the Fund's Board of Directors and management for the Proposal. Indeed, the
undersigned believe that the fiduciary duties of the Fund's Board of Directors
require the Board to support the Proposal.
The undersigned also hereby request an opportunity to meet
with the Fund's Board of Directors and management at your early convenience to
discuss the requests contained herein. Please contact Mr. Michael A.
Conway at (312) 701-3921 to arrange such a meeting.
Very truly yours,
Combined Insurance Company of America
By: /s/ Michael A. Conway
-------------------------------------
Michael A. Conway
Senior Vice President
Virginia Surety Company, Inc.
By: /s/ Michael A. Conway
-------------------------------------
Michael A. Conway
Senior Vice President
