<PAGE>
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 240.14a-12
The Spain Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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 Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
[LOGO OF ALLIANCE CAPITAL] The Spain Fund, Inc.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
September 14, 2000
To the Stockholders of The Spain Fund, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the
"Meeting") of The Spain Fund, Inc., a Maryland corporation (the "Fund"), will
be held at the offices of the Fund, 1345 Avenue of the Americas, 33rd Floor,
New York, New York, on Thursday, September 14, 2000 at 11:00 a.m., for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated July 28, 2000:
1. To elect three Directors of the Fund, each to hold office for a term of
three years and until his or her successor is duly elected and qualifies;
2. To ratify the selection of PricewaterhouseCoopers LLP as independent
accountants of the Fund for its fiscal year ending November 30, 2000; and
3. To transact such other business as may properly come before the Meeting.
The Board of Directors has fixed the close of business on July 21, 2000 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting or any postponement or adjournment thereof. The
enclosed proxy is being solicited on behalf of the Board of Directors.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
July 28, 2000
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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. Your vote is very important no matter how many
shares you own. Please mark and mail your proxy promptly in order to save the
Fund any additional cost of further proxy solicitation and in order for the
Meeting to be held as scheduled.
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(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
THE SPAIN FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
----------------
ANNUAL MEETING OF STOCKHOLDERS
September 14, 2000
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of The Spain Fund, Inc., a
Maryland corporation ("the Fund"), to be voted at the Annual Meeting of
Stockholders of the Fund (the "Meeting"), to be held at the offices of the
Fund, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
Thursday, September 14, 2000 at 11:00 a.m. The solicitation will be by mail
and the cost will be borne by the Fund. The Notice of Meeting, this Proxy
Statement and the accompanying Proxy Card are being mailed to stockholders on
or about July 28, 2000.
The Board of Directors has fixed the close of business on July 21, 2000 as
the record date for the determination of stockholders entitled to notice of,
and to vote at, the Meeting and at any postponement or adjournment thereof
(the "Record Date"). The outstanding voting shares of the Fund as of the
Record Date consisted of 8,560,620 shares of common stock, each share being
entitled to one vote. All properly executed and timely received proxies will
be voted 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 (Proposal One) and
for the ratification of the selection of PricewaterhouseCoopers LLP as the
Fund's independent accountants for its fiscal year ending November 30, 2000
(Proposal Two). Any stockholder may revoke that stockholder'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.
Properly executed proxies may be returned with instructions to abstain from
voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that
the broker or nominee 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 by such a proxy, with respect to matters to be determined
by a plurality or 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. Those shares not being
cast will have no effect, however, on the outcome of such matters. If any
proposal, other than Proposals One and Two, properly comes before the Meeting,
the shares represented by proxies will be voted on all such proposals in the
discretion of the person or persons voting the proxies.
1
<PAGE>
A quorum for the Meeting will consist of the presence in person or by proxy
of the holders of a majority of the shares entitled to vote at the Meeting.
Whether or not a quorum is present at the Meeting, if sufficient votes in
favor of the position recommended by the Board of Directors on any proposal
described in the Proxy Statement are not timely received, 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 for up to 120 days after the Record Date to permit further
solicitation of proxies. The Meeting may be adjourned with respect to fewer
than all of the proposals in the Proxy Statement, and a stockholder vote may
be taken on any one or more of the proposals prior to any adjournment if
sufficient votes have been received for approval thereof. Shares represented
by proxies indicating a vote contrary to the position recommended by the Board
of Directors on a proposal will be voted against adjournment as to that
proposal.
The Fund has engaged Shareholder Communications Corporation ("SCC"), 17
State Street, New York, New York 10004, to assist the Fund in soliciting
proxies for the Meeting. SCC will receive a fee of $3,500 for its services
plus reimbursement of out-of-pocket expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors will be elected, each to serve a term of
three years and until his or her successor is duly elected and qualifies. 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 as proxies in
the accompanying proxy to nominate and vote in favor of the election of each
nominee referred to below.
Pursuant to the Charter and Bylaws of the Fund, the Board of Directors has
been divided into three classes. The terms of the members of Class Two will
expire as of the Meeting, the terms of the members of Class Three will expire
as of the annual meeting of stockholders for the year 2001, and the terms of
the members of Class One will expire as of the annual meeting of stockholders
for the year 2002. Upon expiration of the terms of office of the members of a
class as set forth above, the terms of their successors in that class will
continue until the third annual meeting of stockholders following their
election and until their successors are duly elected and qualify. Messrs.
Angel Corcostegui and Ignacio Gomez-Acebo and Dr. Reba White Williams are
currently the members constituting Class One; H.R.H. Pilar de Borbon y Borbon,
Duchess of Badajoz and Messrs. Carlos Delclaux Zulueta and Enrique L. Fevre
are currently the members constituting Class Two; and Messrs. Dave H.
Williams, Francisco Gomez Roldan and Juan Manuel Sainz de Vicuna and Ms.
Inmaculada de Habsburgo-Lorena are currently the members constituting Class
Three.
Under this classified Board structure, only those Directors in a single
class may be replaced in any one year. It would require two years to replace a
majority of the Board of Directors, although Maryland law provides that
stockholders may remove Directors under certain circumstances, even if they
are not then standing for reelection and, under regulations of the U.S.
Securities and Exchange Commission (the "Commission"), appropriate stockholder
proposals may be included in the Fund's annual proxy statement. This
classified Board structure, which may be regarded as an "anti-takeover"
provision, may make it more difficult for the Fund's stockholders to change
the majority of Directors and, thus, has the effect of maintaining the
continuity of management.
2
<PAGE>
At a meeting of the Board of Directors held on May 11, 2000 H.R.H. Pilar de
Borbon y Borbon, Duchess of Badajoz and Messrs. Carlos Delclaux Zulueta and
Enrique L. Fevre were each nominated as a Director in Class Two 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 his or her successor is duly elected and
qualify. Each of the three nominees has consented to serve as a Director. The
Board of Directors knows of no reason why any of the nominees will be unable
to serve, but in the event any nominee is unable to serve or for good cause
will not serve, the proxies received indicating a vote in favor of such
nominee will be voted for a substitute nominee as the Board of Directors may
recommend.
Although the Fund is a Maryland corporation, certain of its Directors and
officers are not residents of the United States, and substantially all of the
assets of such persons may be located outside of the United States. As a
result, it may be difficult for United States investors to effect service of
process upon such Directors or officers within the United States or to realize
judgments of courts of the United States predicated upon civil liabilities of
such Directors or officers under the federal securities laws of the United
States. The Fund has been advised that there is substantial doubt as to the
enforceability in Spain or in the United Kingdom of the civil remedies and
criminal penalties afforded by the federal securities laws of the United
States. Also, it is unclear if extradition treaties now in effect between the
United States and each of Spain and the United Kingdom would subject Directors
and officers residing in these countries to effective enforcement of the
criminal penalties of the federal securities laws.
Certain information concerning the Fund's Directors, including the nominees
for election as Directors, is set forth below. Mr. Dave H. Williams and Dr.
Reba W. Williams are each a director or trustee of other investment companies
sponsored by Alliance Capital Management L.P., the Fund's investment adviser
and administrator ("Alliance"). Mr. Williams and Dr. Williams are husband and
wife.
<TABLE>
<CAPTION>
Number of shares
Name, age, positions and offices beneficially
with the Fund, principal Year first Year term owned directly or
occupations during the past became as a Director indirectly as of
five years and other Directorships a Director will expire July 21, 2000
---------------------------------- ---------- ------------- -----------------
<S> <C> <C> <C>
*+ Dave H. Williams, Chairman and
President, 67. Chairman of the
Board of Alliance Capital
Management Corporation
("ACMC")*** since prior to
1995; Director of The
Equitable Companies
Incorporated and The Equitable
Life Assurance Society of the 2001
United States................. 1988 (Class Three) 3,514
</TABLE>
--------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of the Fund because of an affiliation with Alliance.
*** For purposes of this Proxy Statement, ACMC refers to Alliance Capital
Management Corporation, the sole general partner of Alliance.
+ Member of the Nominating Committee.
3
<PAGE>
<TABLE>
<CAPTION>
Number of shares
Name, age, positions and offices beneficially
with the Fund, principal Year first Year term owned directly or
occupations during the past became as a Director indirectly as of
five years and other Directorships a Director will expire July 21, 2000
---------------------------------- ---------- ------------- -----------------
<S> <C> <C> <C>
**+ H.R.H. Pilar de Borbon y
Borbon, Duchess of Badajoz,
Director, 63. Director of
Cartier, France; member of
the Advisory Board of
Sotheby's Holdings Inc. and
the Board of Plus Ultra
(insurance company);
Chairman of International
Equestrian Federation; and
member of the International 2003++
Olympic Committee........... 1991 (Class Two) 890
**+ Angel Corcostegui, Director,
47. Chief Executive Officer
and Vice Chairman of Banco
Santander Central Hispano
S.A.; formerly Chief
Executive Officer of Banco
Central Hispanoamericano;
Vice Chairman of Compania
Espanola Petroleo; Chairman
of OHCH Holding Co.; and
member of the International
Board of The Wharton School
of the University of 2002
Pennsylvania................ 1992 (Class One) 1,414
**** Carlos Delclaux Zulueta,
Director, 43. Managing
Director of BBV Privanza
Banco, S.A.; Chief Executive
Officer of BBV Privanza,
S.A.; responsible for Global
Private Banking in BBVA 2003++
Group....................... 1994 (Class Two) 915
* Enrique L. Fevre, Director,
56. Senior Vice President
Latin America and Director
of AXA; Vice President of
AXA Aurora, SA; Managing
Director of AXA Gestion de
Seguros y Reaseguros S.A.;
President of Espacio Gestion
Espana, S.A.; Director of
Ahorro Familiar, S.A.;
formerly Finance Director of
Peugeot Talbot Espana, S.A.,
Director of Barcelona de
Automocion; and Managing
Director of PSA Credit S.A.
and PSA Leasing 2003++
Espana, S.A. ............... 1991 (Class Two) 793
*+ Ignacio Gomez-Acebo,
Director, 68. Senior Partner
of Gomez-Acebo & Pombo;
Chairman of the Board of
Clarke, Modet & Co. and
Peugeot Leasing & COFIC; and 2002
member of the Board of AXA.. 1995 (Class One) 770
</TABLE>
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* "Interested person," as defined in the Investment Company Act of 1940,
as amended (the "Act"), of the Fund because of an affiliation with
Alliance.
** Member of the Audit Committee.
**** "Interested person," as defined in the Act, of the Fund because of an
affiliation with BBV Privanza Banco, S.A., the Fund's sub-adviser
("Privanza").
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
4
<PAGE>
<TABLE>
<CAPTION>
Number of shares
Name, age, positions and offices beneficially
with the Fund, principal Year first Year term owned directly or
occupations during the past became as a Director indirectly as of
five years and other Directorships a Director will expire July 21, 2000
---------------------------------- ---------- ------------- -----------------
<S> <C> <C> <C>
**+ Inmaculada de Habsburgo-
Lorena, Director, 54.
President of The Spanish
Institute; Trustee of Samuel
H. Kress Foundation; Founder
and Trustee of the King Juan
Carlos International Center
of New York University
Foundation; and member of the
Board of World Monuments Fund 2001
Espana....................... 1988 (Class Three) 840
**+ Francisco Gomez Roldan,
Director, 47. Chief Executive
Officer of Argentaria, Caja
Postal y Banco Hipotecario;
formerly Deputy General
Manager of Banco Bilbao-
Vizcaya, S.A., the parent of
Privanza; General Manager of
BBV Interactivos, S.A.; and
General Manager of Banca 2001
Catalana, S.A. .............. 1989 (Class Three) 0
**+ Juan Manuel Sainz de Vicuna,
Director, 74. Honorary
Chairman of Coca-Cola Espana;
President of the Fundacion
Coca-Cola Espana; Director of
Rendelsur (Coca-Cola
franchisee Southern Spain);
President of Perfumeria Gal,
S.A.; and member of the
Fundacion de Amigos del Museo
del Prado, the Fundacion para
el Apoyo de la Cultura, the
Board of World Monuments Fund
Espana and the Notre Dame
University International 2001
Advisory Council............. 1988 (Class Three) 1,000
* Dr. Reba White Williams,
Director, 64. Director of
ACMC; Director of Special
Projects of ACMC; art
historian and writer;
formerly Vice President and
security analyst for Mitchell
Hutchins, Inc. and an analyst
for McKinsey & Company, 2002
Inc. ........................ 1990 (Class One) 10,073
</TABLE>
--------
* "Interested person," as defined in the Act, of the Fund because of
affiliation with Alliance.
** Member of the Audit Committee.
+ Member of the Nominating Committee.
Alliance has instituted a policy applicable to all the investment companies
to which Alliance provides investment advisory services (collectively, the
"Alliance Fund Complex") contemplating, in the case of the Fund, that the
Directors of the Fund will each invest at least $10,000 in shares of the Fund.
During the fiscal year ended November 30, 1999, the Board of Directors met
four times, the Audit Committee met twice for the purposes described below in
Proposal Two, and the Nominating Committee did not meet. Both the Audit
Committee and the Nominating Committee are standing committees of the Board.
The Nominating Committee was constituted for the purpose of selecting and
nominating persons to fill any vacancies on the Board of Directors and is
responsible for determining
5
<PAGE>
whether all candidates for election as Directors satisfy the qualifications
prescribed by the Fund's Bylaws, which all candidates must meet. For this
purpose, the Nominating Committee met on May 11, 2000. The Nominating
Committee does not otherwise consider for nomination candidates recommended by
stockholders.
The Fund does not pay any fees to, or reimburse expenses of, any Director
during a time in which such Director is considered an "interested person" of
the Fund. The aggregate compensation paid by the Fund to each of the Directors
during its fiscal year ended November 30, 1999, the aggregate compensation
paid to each of the Directors during calendar year 1999 by all of the
investment companies in the Alliance Fund Complex and the total number of
investment companies and investment portfolios within 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 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
Investment Companies Total Number of
Total in the Alliance Fund Investment Portfolios
Aggregate Compensation from Complex, including in the Alliance Fund
Compensation from the Alliance Fund the Fund, as to Complex, including
the Fund during the Complex, including which the Director the Fund, as to which
Name of Director Fiscal Year ended the Fund, during the is a Director or the Director is a
of the Fund November 30, 1999 1999 Calendar Year Trustee Director or Trustee
---------------- ------------------- -------------------- -------------------- ---------------------
<S> <C> <C> <C> <C>
Dave H. Williams........ $ 0 $ 0 6 15
H.R.H. Pilar de Borbon y
Borbon................. $13,500 $12,500 1 1
Angel Corcostegui....... $12,000 $11,000 1 1
Carlos Delclaux Zulueta. $ 0 $ 0 1 1
Enrique L. Fevre........ $ 0 $ 0 1 1
Ignacio Gomez-Acebo..... $ 0 $ 0 1 1
Inmaculada de Habsburgo-
Lorena................. $13,500 $13,000 1 1
Francisco Gomez Roldan.. $12,500 $11,500 1 1
Juan Manuel Sainz
de Vicuna.............. $13,000 $12,000 1 1
Dr. Reba White Williams. $ 0 $ 0 3 3
</TABLE>
As of the Record Date, the Directors and officers of the Fund as a group
owned less than 1% of the shares of the Fund. During the Fund's fiscal year
ended November 30, 1999, none of the Funds' Directors engaged in a purchase or
sale of the securities of Alliance, Privanza, or of any of their respective
parents or subsidiaries, in an amount exceeding 1% of the relevant class of
outstanding securities.
Your Board of Directors unanimously recommends that the stockholders vote
"FOR" the election of each of the foregoing nominees to serve as a Director of
the Fund.
6
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS
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
May 11, 2000, selected PricewaterhouseCoopers LLP, independent accountants, to
audit the accounts of the Fund for the fiscal year ending November 30, 2000.
PricewaterhouseCoopers LLP (or its predecessor) has audited the accounts of
the Fund since the Fund's commencement of operations and does not have any
direct financial interest or any material indirect financial interest in the
Fund. The affirmative vote of a majority of the votes cast at the Meeting is
required to ratify such selection.
A representative of PricewaterhouseCoopers LLP is expected to attend the
Meeting and to have the opportunity to make a statement and to respond to
appropriate questions from stockholders. The Audit Committee of the Board of
Directors generally meets twice a year with representatives of
PricewaterhouseCoopers LLP to discuss the scope of their engagement and to
review the financial statements of the Fund and the results of their
examination thereof.
Your Board of Directors unanimously recommends that the stockholders vote
"FOR" the ratification of the selection of PricewaterhouseCoopers LLP as
independent accountants of the Fund.
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS, INVESTMENT ADVISER, SUB-
ADVISOR AND ADMINISTRATOR
The principal officers of the Fund and their principal occupations during
the past five years are set forth below. Each of the officers listed below
serves as an officer of one or more of the other registered investment
companies sponsored by Alliance.
Dave H. Williams, Chairman and President (see page 3 for biographical
information).
Norman S. Bergel, Senior Vice President, 50, a Senior Vice President of ACMC
since prior to 1995; Director and a Senior Vice President of Alliance Capital
Limited ("ACL") since prior to 1995.
Mark H. Breedon, Senior Vice President, 47, a Senior Vice President of ACMC
since prior to 1995; Director and a Senior Vice President of ACL since prior
to 1995.
Russell Brody, Vice President, 33, a Vice President and Head Trader of the
London desk of ACL, with which he has been associated since July 1997; prior
thereto, he was Head of European Equity Dealing with Lombard Odier et Cie,
London office, since prior to 1995.
Cristina Fernandez-Alepuz, Vice President, 30, an Assistant Vice President
of ACMC, with which she has been associated since prior to 1995.
Mark D. Gersten, Treasurer and Chief Financial Officer, 49, a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1995.
Edmund P. Bergan, Jr., Secretary, 50, a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. and AFS, with which he has
been associated since prior to 1995.
7
<PAGE>
Vincent S. Noto, Controller, 35, a Vice President of AFS, with which he has
been associated since prior to 1995.
The address of Messrs. Williams and Bergan is c/o Alliance Capital
Management L.P., 1345 Avenue of the Americas, New York, New York 10105. The
address of Messrs. Bergel, Breedon and Brody and Ms. Fernandez-Alepuz is c/o
Alliance Capital Management International, 53 Stratton Street, London, W1X
6JJ. The address of Messrs. Gersten and Noto is c/o Alliance Fund
Distributors, Inc., 500 Plaza Drive, Secaucus, New Jersey 07094.
The Fund's investment adviser and administrator is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105. The Fund's sub-advisor is BBV Privanza Banco, S.A., with
principal offices at 17 Padilla, Madrid, Spain 28006.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 30(h) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934, as amended, require that the Directors and officers of
the Fund and the Directors of ACMC, among others, file with the Commission and
the New York Stock Exchange initial reports of ownership and reports of
changes in ownership of shares of the Fund. During the fiscal year ended
November 30, 1999, all such reports were timely filed.
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of the Fund must be received by the Fund by March 30,
2001, for inclusion in the Fund's proxy statement and form of proxy 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 the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with the Fund's Bylaws. If not received by the Fund by March 30,
2001 and includable in the Fund's proxy statement and form of proxy relating
to the next annual meeting of stockholders of the Fund, for a stockholder
proposal to be presented at that meeting, in accordance with the Fund's
Bylaws, the proposal must be delivered by a stockholder of record to the
Secretary of the Fund after May 17, 2001 and before the close of business on
June 16, 2001.
The persons named as proxies for the next annual meeting of stockholders
will with respect to proxies in effect at that meeting have discretionary
authority to vote on any matter presented for action at that meeting unless
the Fund receives notice of the matter by June 16, 2001 (the date specified by
an advance notice provision in the Fund's Bylaws). If the Fund receives such
timely notice, these persons will not have this authority except as provided
in the applicable rules of the Commission.
8
<PAGE>
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. Therefore, the only
other matters that may properly come before the Meeting in accordance with the
Bylaws are those presented by or at the direction of the Board of Directors. If
any such matter were properly to come before the Meeting, the shares
represented by proxies will be voted with respect thereto in the discretion of
the person or persons voting the proxies.
According to information filed with the Commission, the following persons
were the beneficial owners of more than 5% of the Fund's outstanding common
stock as of the Record Date.
<TABLE>
<CAPTION>
Percent of Common Stock
Name and Address Amount of Based on Shares Outstanding
of Beneficial Owner Beneficial Ownership as of the Record Date
------------------- -------------------- ---------------------------
<S> <C> <C>
Banco Bilbao-Vizcaya, S.A. .. 1,500,000 shares 17.52%
Plaza de San Nicholas 4
48005 Bilbao, Spain
Lazard Freres & Co. LLC...... 902,500 shares 10.54%
30 Rockefeller Plaza
New York, New York 10020
Cargill Financial Markets 462,600 shares 5.40%
PLC.........................
Cargill Holdings
Knowle Hill Park
Fairmile Lane, Cobham
Surrey KT11 2PD, United
Kingdom
Cargill Financial Services
Corporation
12700 Whitewater Drive
Minnetonka, Minnesota 55343
Cargill, Incorporated
15407 McGinty Road West
Wayzata, Minnesota 55391
</TABLE>
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest 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 Edmund P. Bergan, Jr. 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
July 28, 2000
New York, New York
9
<PAGE>
The Spain Fund, Inc.
--------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
--------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
July 28, 2000
<PAGE>
THE SPAIN FUND, INC.
PROXY IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 14, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of The Spain Fund, Inc., a Maryland corporation (the
"Corporation"), hereby appoints each of Reid Conway and Carol H. Rappa, or
either of them, as proxies for the undersigned, each with full power of
substitution, to attend the Annual Meeting of Stockholders of the Corporation to
be held at 11:00 a.m., Eastern Time, on September 14, 2000 at the offices of the
Corporation, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105,
and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Annual
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Annual Meeting. The undersigned
hereby acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement.
If this proxy is properly executed, the votes entitled to be cast by the
undersigned will be cast in the manner directed on the reverse side hereof. If
no direction is made as regards a particular proposal or other matters, such
votes entitled to be cast by the undersigned will be cast "FOR" the election of
the nominees referred to in Proposal One as directors, "FOR" the ratification of
the selection of PricewaterhouseCoopers LLP as the independent accountants for
the Corporation (Proposal Two), "FOR" any postponement or adjournment of the
Annual Meeting with respect to any proposal described in the proxy statement in
the event that sufficient votes in favor of the position on such proposal
recommended by the Board of Directors are not timely received, and in the
discretion of the Proxy holder(s) on any other matters that may properly come
before the Annual Meeting or any adjournment or postponement thereof.
Please refer to the Proxy Statement for a discussion of each of the Proposals.
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PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY
IN THE ENCLOSED ENVELOPE.
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Please sign exactly as your name appears on the books of the Company. 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.
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<PAGE>
[X] PLEASE MARK VOTES
AS IN THIS EXAMPLE
_______________________________________________________________________________
THE SPAIN FUND, INC.
_______________________________________________________________________________
CONTROL NUMBER:
_______________________
Please be sure to sign and date this Proxy. | Date
_______________________________________________________________________________
| |
| |
________________Stockholder sign here_____________Co-owner sign here___________
1. Election of Directors.
Class Two Directors (term expires 2003):
For All With- For All
Nominees hold Except
H.R.H. Pilar de Borbon y Borbon, [ ] [ ] [ ]
Duchess of Badajoz
Enrique L. Fevre
Carlos Delcaux Zulueta
NOTE: 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 will be voted for the remaining Nominee(s).
Your Board of Directors urges you to vote "FOR" the election of all Nominees.
For Against Abstain
[ ] [ ] [ ]
2. Ratification of the selection of Pricewatehouse-
Coopers LLP as the independent accountants
for the Corporation for the fiscal year ending
November 30, 2000.
Your Board of Directors urges you to vote "FOR" Proposal Two.
3. In the discretion of the Proxy holder(s), to vote and otherwise represent the
undersigned upon any other matters that may properly come before the Annual
Meeting or any postponement or adjournment thereof.
RECORD DATE SHARES:
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