<PAGE>
SCHEDULE 14A INFORMATION
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
/ / 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
Alliance Technology 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
<PAGE>
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:
<PAGE>
<PAGE>
ALLIANCE TECHNOLOGY FUND, INC.
[LOGO OF ALLIANCE CAPITAL(R) APPEARS HERE]
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF MEETING OF SHAREHOLDERS
JULY 6, 1998
To the Shareholders of Alliance Technology Fund, Inc.:
Notice is hereby given that a Meeting of Shareholders (the "Meeting") of
Alliance Technology Fund, Inc. (the "Fund") will be held at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
Monday, July 6, 1998 at 11:00 a.m., for the following purposes, all of which
are more fully described in the accompanying Proxy Statement dated May 27,
1998:
1. To elect eight Directors of the Fund, each to hold office until his
successor is duly elected and qualified;
2. To ratify the selection of Ernst & Young LLP as independent auditors of
the Fund for the Fund's fiscal year ending November 30, 1998; and
3. To transact such other business as may properly come before the Meeting.
The close of business on May 14, 1998 is 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. The enclosed proxy is being
solicited on behalf of the Board of Directors of the Fund.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
May 27, 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 FUND ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
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(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
ALLIANCE TECHNOLOGY FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
MEETING OF SHAREHOLDERS
JULY 6, 1998
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Alliance Technology Fund, Inc.
(the "Fund"), a Maryland corporation, in connection with the Meeting of
Shareholders (the "Meeting") to be held at the offices of the Fund, 1345
Avenue of the Americas, 33rd Floor, New York, New York 10105, on Monday, July
6, 1998 at 11:00 a.m. The Notice of Meeting, Proxy Statement and Proxy Card
are being mailed to shareholders on or about May 27, 1998.
The Board of Directors of the Fund has fixed the close of business on May
14, 1998 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting and at any adjournment thereof. The
outstanding voting shares of the Fund as of May 14, 1998 consisted of
39,827,130 shares of common stock, 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 for the Fund will be voted for the election of eight Directors, and
for the ratification of the selection of Ernst & Young LLP as the independent
auditors of the Fund for its fiscal year ending November 30, 1998. Any
shareholder may revoke that shareholder's proxy at any time prior to exercise
thereof by giving written notice to the Secretary of the Fund 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. In addition to the solicitation
of proxies by mail or expedited delivery service, employees and agents of
Alliance Capital Management L.P. ("Alliance") may solicit proxies in person or
by telephone. Persons holding shares as nominees will, upon request, be
reimbursed for their reasonable expenses in sending soliciting material to
their principals. The Fund has engaged Shareholder Communications Corporation,
17 State Street, New York, New York 10004, to assist the Fund in soliciting
proxies for the Meeting. Shareholder Communications Corporation will receive a
fee of $8,750 from the Fund for its services, plus reimbursement of out-of-
pocket expenses. The cost of the solicitation will be borne by the 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
1
<PAGE>
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 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.
A quorum for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. 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, the persons named as proxies may propose and vote
for one or more adjournments of the Meeting with respect to the Fund with no
other notice than announcement at the Meeting, in order to permit further
solicitation of proxies. The Meeting may be adjourned with respect to fewer
than all the proposals in this Proxy Statement and a shareholder vote may be
taken on any one of the proposals prior to 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
At the Meeting, eight Directors of the Fund will be elected to serve until
their successor is duly elected and qualified. 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 card to nominate
and vote in favor of the election of the persons listed below.
Messrs. John D. Carifa, David H. Dievler, Charles H. Ferguson, D. James Guzy
and Marshall C. Turner, Jr. were previously elected as Directors of the Fund
by the Fund's shareholders. The foregoing individuals are standing for re-
election by shareholders at the Meeting.
Messrs. Robert C. Alexander and William H. Foulk, Jr. were elected Directors
of the Fund by action of the Board of Directors of the Fund, and Peter J.
Powers has been nominated for election as Director of the Fund by action of
the Nominating Committee of the Board of Directors of the Fund. Each is
standing for shareholder election.
Each of Messrs. Carifa, Alexander, Dievler, Ferguson, Foulk, Guzy, Powers
and Turner has consented to serve as a Director. The Board of Directors of the
Fund knows of no reason why any of the nominees would be unable to serve, but
in the event of such inability the proxies received will be voted for a
substitute nominee as the Fund's Board of Directors may recommend.
2
<PAGE>
Certain information concerning the nominees is set forth below.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES BENEFICIALLY OWNED
WITH THE FUND, AGE, PRINCIPAL YEAR FIRST DIRECTLY OR
OCCUPATION, DURING THE PAST FIVE BECAME A INDIRECTLY AS OF
YEARS AND OTHER DIRECTORSHIPS DIRECTOR MAY 14, 1998
-------------------------------- ---------- ------------------
<S> <C> <C>
* John D. Carifa, Chairman of the Board and 1988 2,356
President, 53. President, Chief Operating
Officer and a Director of Alliance Capital
Management Corporation ("ACMC").
+** Robert C. Alexander, Director, 55. He has 1993 207
been President of Alexander & Associates,
Management Consultants, since prior to 1993.
He is a director of Island Video Group, Ltd.
(video retail) since 1994.
+** David H. Dievler, Director, 68. He is an 1990 484
independent consultant. He was formerly
Chairman of the Board of the Fund and a
Senior Vice President of ACMC until December
1994.
+** Charles H. Ferguson, Director, 43. He is an 1992 -0-
independent consultant, and since prior to
1993, Senior Technology Adviser to Tucker
Anthony Incorporated.
+** William H. Foulk, Jr., Director, 65. He is 1992 303
an investment adviser and an independent
consultant. He was formerly Senior Manager
of Barrett Associates, Inc., a registered
investment adviser, with which he had been
associated since prior to 1993.
+** D. James Guzy, Director, 62. He is Chairman 1982 -0-
of the Board, President and Chief Executive
Officer of SRC Computers Inc. since June
1997. He is also a director of Intel
Corporation (semi-conductors), Cirrus Logic
Corporation (semi-conductors), Novellus
Corporation (semi-conductor equipment),
Micro Component Technology (semi-conductor
equipment) and the Davis Selected Advisers
Group of Mutual Funds (registered investment
companies).
Peter J. Powers, Nominee, 54. He is Chairman 1998++ -0-
of High View Capital Corporation (investment
manager). From January 1994 until September
1996, he served as First Deputy Mayor of the
City of New York. Prior to 1994, he was
engaged in private practice of law.
+** Marshall C. Turner, Jr., Director, 56. He is 1992 219
an independent consultant and technology
venture investor. Since 1982 he also has
been General Partner of Taylor & Turner
Associates, Ltd. (venture capital
partnerships). He is a director of Dupont
Photomasks, Inc. (semi-conductor
manufacturing services) since 1996, the
Public Broadcasting Service since 1993 and
the Smithsonian National Museum of Natural
History since 1997.
</TABLE>
- --------
*"Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of affiliation with Alliance.
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If elected at this Meeting.
3
<PAGE>
During the fiscal year ended November 30, 1997, the Directors met four
times, the Audit Committee met two times during such fiscal year for the
purposes described below in Proposal Two and the Nominating Committee met one
time. The Nominating Committee was constituted for the purpose of selecting
and nominating persons to fill any vacancies among the Directors. The
Nominating Committee does not currently consider candidates proposed by
shareholders for election as Directors.
The 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 the Fund to each of the Directors during the Fund's
fiscal year ended November 30, 1997, the aggregate compensation paid to each
of the Directors during calendar year 1997 by all the registered investment
companies as to which Alliance provides investment advisory services
(collectively, the "Alliance Fund Complex"), and the total number of
registered 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 Fund nor any other registered investment company in the Alliance Fund
Complex provides compensation in the form of pension or retirement benefits to
any of its directors or trustees.
<TABLE>
<CAPTION>
TOTAL NUMBER
OF FUNDS IN THE TOTAL NUMBER OF
TOTAL ALLIANCE COMPLEX, INVESTMENT PORTFOLIOS WITHIN
AGGREGATE COMPENSATION INCLUDING THE FUND, THE ALLIANCE FUND COMPLEX,
COMPENSATION FROM THE ALLIANCE AS TO WHICH THE INCLUDING THE FUND AS TO
FROM THE FUND COMPLEX, DIRECTOR IS A WHICH THE DIRECTOR
NAME OF DIRECTOR FUND INCLUDING THE FUND DIRECTOR OR TRUSTEE IS A DIRECTOR OR TRUSTEE
---------------- ------------ ------------------ ------------------- ----------------------------
<S> <C> <C> <C> <C>
John D. Carifa $0 $0 54 118
Robert C. Alexander $12,500 $12,500 1 1
David H. Dievler $14,069 $188,500 47 83
Charles H. Ferguson $8,750 $8,750 1 1
William H. Foulk, Jr. $14,105 $149,145 47 107
D. James Guzy $12,500 $12,500 1 1
Marshall C. Turner, Jr. $12,500 $12,500 1 1
</TABLE>
Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex contemplating, in the case of the Fund, that each Director will
invest at least (in most cases) $10,000 in shares of the Fund. As of May 14,
1998, the Directors and executive officers of the Fund, as a group, owned less
than 1% of the shares of the Fund.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING INDIVIDUALS TO SERVE AS DIRECTORS FOR THE FUND.
4
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors recommends that the shareholders of the Fund ratify
the selection of Ernst & Young LLP, independent auditors, to audit the
accounts of the Fund for the fiscal year ending November 30, 1998. Their
selection was approved by the vote, cast in person, of a majority of the Board
of Directors, including a majority of the Directors who are not "interested
persons" of the Fund, as defined in the Act, at a meeting held on October 9,
1997. The affirmative vote of a majority of the votes cast at the meeting is
required to ratify such selection. Ernst & Young LLP does not have any direct
financial interest or any material indirect financial interest in the Fund.
A representative of Ernst & Young LLP is expected to attend the Meeting and
to have the opportunity to make a statement and respond to appropriate
questions from shareholders. The Audit Committee of the Board of Directors
generally meets twice during each fiscal year with representatives of the
independent auditors to discuss the scope of their engagement and to review
the financial statements of the Fund and the results of their examination
thereof.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF
THE FUND.
OTHER MATTERS
Management of the 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, unless otherwise indicated, 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 PRINCIPAL
OFFICERS, INVESTMENT ADVISER
AND PRINCIPAL UNDERWRITER OF THE FUND
Certain information about the principal officers of the Fund, their ages and
their principal occupations during the past five years is set forth below.
Each of the officers listed below currently serves as an officer of one or
more of the other registered investment companies sponsored by Alliance.
John D. Carifa, Director, Chairman and President of the Fund. (See Proposal
One, "Election of Directors," at page 3 for biographical information.)
Peter Anastos, Senior Vice President, 56, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1993.
Gerald T. Malone, Vice President, 44, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1993.
Mark D. Gersten, Treasurer and Chief Financial Officer, 47, is a Senior Vice
President of Alliance Fund Services, Inc. with which he has been associated
since prior to 1993.
5
<PAGE>
Edmund P. Bergan, Jr., Secretary, 48, 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 the officers of the Fund (other than Mr. Gersten) is c/o
Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New
York 10105. Mr. Gersten's address is c/o Alliance Capital Management L.P., 500
Plaza Drive, Secaucus, New Jersey 07094.
The investment adviser for the Fund is Alliance Capital Management L.P., and
the Fund's principal underwriter is Alliance Fund Distributors, Inc., both
with principal offices at 1345 Avenue of the Americas, New York, New York
10105.
SUBMISSION OF PROPOSALS FOR FUTURE
MEETINGS OF SHAREHOLDERS
Meetings of shareholders of the Fund are not held on an annual or other
regular basis. A shareholder proposal intended to be presented at any future
meeting of shareholders of the Fund must be received by the Fund within a
reasonable time before the solicitation relating thereto in order to be
included in the Fund's proxy statement and form of proxy card relating to that
meeting. 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 federal securities laws.
REPORTS TO SHAREHOLDERS
The Fund will furnish each person to whom this Proxy Statement is delivered
on behalf of the Fund with a copy of the Fund's latest annual report to
shareholders and subsequent semi-annual report to shareholders, if any, upon
request and without charge. To request a copy, please call Alliance Fund
Services, Inc. at (800) 227-4618 or contact Mary Ann Milley at Alliance
Capital Management L.P., 1345 Avenue of the Americas, New York, New York
10105.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
May 27, 1998
New York, New York
6
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification of Selection of Independent Auditors........... 5
Other Matters............................................................. 5
Information as to the Principal Officers, Investment Adviser and Principal
Underwriter of the Fund.................................................. 5
Submission of Proposals for Future Meetings of Shareholders............... 6
Reports to Shareholders................................................... 6
</TABLE>
ALLIANCE TECHNOLOGY FUND, INC.
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL(R) APPEARS HERE]
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF MEETING OF SHAREHOLDERS AND PROXY STATEMENT
JULY 6, 1998
<PAGE>
APPENDIX
PROXY PROXY
ALLIANCE TECHNOLOGY FUND, INC.
Instructions to the Shareholders of Alliance Technology Fund,
Inc. (the "Fund") in connection with the Meeting of
Shareholders to be held on July 6, 1998.
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE FUND
The undersigned hereby instructs Ms. Mary Ann Milley and
Ms. Carol H. Rappa, each with the power to appoint her
substitute, and authorizes each of them to vote all shares of the
Common Stock of the Fund registered in the name of the
undersigned at the Meeting of Shareholders of the Fund to be held
at 11:00 a.m., New York Time, on July 6, 1998 at the offices of
the Fund, 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.
Please sign this proxy exactly as your name appears on the books
of the Fund. 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.
___________________________
Signature
___________________________
Signature (if held jointly)
, 1998
Date
<PAGE>
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" THE ELECTION OF THE NOMINEES AS DIRECTORS AND
"FOR" ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK.
EXAMPLE /X/
1. Election of Directors.
If you do not wish your shares voted "FOR" any particular
nominee, mark the "For All Except" box and strike a line
through the name(s) of the nominee(s). Your shares shall be
voted for the remaining nominee(s).
For All
For Withhold Except
/ / / / / /
JOHN D. CARIFA, ROBERT C. ALEXANDER, DAVID H. DIEVLER,
CHARLES H. FERGUSON, WILLIAM H. FOULK, JR., D. JAMES
GUZY, PETER J. POWERS AND MARSHALL C. TURNER, JR.
2. Ratification of the
selection of Ernst & For Against Abstain
Young LLP as the / / / / / /
independent auditors
of the Fund for the
fiscal year ending in 1998.
3. In their discretion, upon
such other matters / / / / / /
as may properly come
before the meeting or
any adjournments thereof.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
00250200.AP0
