<PAGE>
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 (S) 240.14a-11(c) or (S) 240.14a-12
Alliance Variable Products Series 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 Rules 14a-6(i)(4) 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:
<PAGE>
[LOGO OF ALLIANCE CAPITAL]
Alliance Variable Products Series Fund, Inc.
--Quasar Portfolio
--Premier Growth Portfolio
-------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
To the Stockholders of Alliance Variable Products Series Fund, Inc.--Quasar
Portfolio ("Quasar Portfolio") and Alliance Variable Products Series Fund,
Inc.--Premier Growth Portfolio ("Premier Growth Portfolio"):
Notice is hereby given that a Joint Special Meeting of Stockholders (the
"Meeting") of Quasar Portfolio and Premier Growth Portfolio (each a
"Portfolio"), each a series of Alliance Variable Products Series 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 10105, on Tuesday,
December 12, 2000 at 11:00 a.m., to consider and vote the following, all of
which are more fully described in the accompanying Proxy Statement dated
November 3, 2000:
1. To approve an amendment of Quasar Portfolio's fundamental policy to
permit the Portfolio to engage in securities lending to the extent
permitted by the Investment Company Act of 1940, as amended;
2. To approve an amendment of Quasar Portfolio's fundamental policy to
permit the Portfolio to purchase and sell financial forward and futures
contracts and options thereon;
3. To approve an amendment of Premier Growth Portfolio's fundamental
policy relating to the Portfolio's investment in U.S. Companies; and
<PAGE>
4. To transact such other business as may properly come before the
Meeting.
The Board of Directors of the Fund has fixed the close of business on October
20, 2000 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting and any postponement or adjournment
thereof.
The enclosed proxy is being solicited on behalf of the Board of Directors of
the Fund. Each stockholder who does not expect to attend the Meeting in person
is requested to complete, date, sign and promptly return the enclosed proxy
card.
The Board of Directors of the Fund recommends approval of all the proposals.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
November 3, 2000
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed 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 card promptly in order to save any additional
cost of further solicitation.
--------------------------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
2
<PAGE>
PROXY STATEMENT
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC.
Quasar Portfolio
Premier Growth Portfolio
1345 Avenue of the Americas
New York, New York 10105
-----------------------
JOINT SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
-----------------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of Alliance Variable Products
Series Fund, Inc., a Maryland corporation (the "Fund"), for Quasar Portfolio
("Quasar Portfolio") and Premier Growth Portfolio ("Premier Growth
Portfolio"), each a series of the Fund (each a "Portfolio" and collectively
the "Portfolios"), to be voted at the Joint Special Meeting of Stockholders of
the Portfolios (the "Meeting"), to be held at the offices of the Fund, 1345
Avenue of the Americas, 33rd Floor, New York, New York 10105, on Tuesday,
December 12, 2000 at 11:00 a.m. Instructions will be solicited primarily by
mail and may also be made by telephone. Solicitation costs will be borne by
Alliance Capital Management L.P., the Portfolios' investment adviser
("Alliance").
The Board of Directors of the Fund has fixed the close of business on
October 20, 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
Quasar Portfolio and Premier Growth Portfolio as of the Record Date consisted
of 18,221,723 and 75,888,508 shares of common stock, respectively,
representing two classes of shares for each portfolio, each share being
entitled to one vote. As of the Record Date, participating insurance
companies, on behalf of their separate accounts, were stockholders of record
of each Portfolio. The insurance companies will vote shares of each Portfolio
held by them in accordance with voting instructions received from contract
owners for whose accounts the shares are held.
Contract owners have voting rights in relation to the account value
maintained in the participating insurance company sub-accounts. You do
1
<PAGE>
not have voting rights in relation to account value maintained in any fixed
allocations or in relation to fixed or adjustable annuity payments. The
participating insurance companies will vote the shares of each Portfolio in
the manner directed by contract owners. Contract owners give instructions
equal to the number of shares represented by the sub-account units
attributable to their annuity. The insurance company will vote the shares
attributable to assets held in the sub-accounts solely for the participating
insurance company rather than on behalf of contract owners, or any shares as
to which they have not received voting instructions, in the same manner and
proportion as the shares for which they have received voting instructions. For
proxies received with no instructions on how to vote, the insurance company
will vote those shares FOR the proposals. The participating insurance
companies will provide contract owners with instruction cards to enable them
to provide voting instructions to the insurance company.
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 approval of an amendment to Quasar Portfolio's fundamental
policy to permit the lending of securities to the extent permitted by the
Investment Company Act of 1940, as amended (the "1940 Act") (Proposal One),
for the approval of an amendment to Quasar Portfolio's fundamental policy to
permit the Portfolio to purchase and sell financial forward and futures
contracts and options thereon (Proposal Two), and for the approval an
amendment to Premier Growth Portfolio's fundamental policy relating to the
Portfolio's investment in U.S. Companies (Proposal Three). (These proposals
are referred to individually as a "Proposal" and collectively as the
"Proposals".) 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"). Abstentions will be
considered present for purposes of determining the existence of a quorum for
the transaction of business, but will have no effect on the outcome of the
Proposals. If any proposal, other than the Proposals, 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. The
Fund has not received notice of, and is not otherwise aware of, any other
matter to be presented at the Meeting.
2
<PAGE>
A quorum for the Meeting will consist of the presence in person or by proxy
of the holders of one third of the shares entitled to vote for each Portfolio
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 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 to permit further solicitation of proxies. The Meeting may be
adjourned with respect to fewer than all 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 Portfolios in soliciting
proxies for the Meeting. SCC will receive a fee of approximately $2,500 for
its services plus reimbursement of out-of-pocket expenses.
The following table summarizes the Proposals on which stockholders are being
asked to vote. Stockholders of each Portfolio voting separately by Portfolio
will vote on the Proposals, as applicable.
<TABLE>
<CAPTION>
PROPOSAL BRIEF DESCRIPTION OF PROPOSAL
-------- ------------------------------------------------
<S> <C>
Proposal 1 For Quasar Portfolio, approval of a proposal to
amend a fundamental policy to permit securities
lending to the extent permitted by the 1940 Act.
Proposal 2 For Quasar Portfolio, approval of a proposal to
amend a fundamental policy to permit the
Portfolio to purchase and sell financial forward
and futures contracts and options thereon.
Proposal 3 For Premier Growth Portfolio, approval of a
proposal to amend the fundamental investment
policy of the Portfolio relating to investments
in U.S. companies.
</TABLE>
3
<PAGE>
PROPOSAL ONE
APPROVAL OF A PROPOSAL
TO AMEND A FUNDAMENTAL POLICY
TO PERMIT LENDING TO THE EXTENT
PERMITTED BY THE 1940 ACT
(Quasar Portfolio)
The fundamental policies of Quasar Portfolio currently do not permit lending.
Under its current policy, the Portfolio may not make loans with certain
exceptions for the purchase of debt obligations. At its September 7, 2000
Special Meeting, Alliance informed the Directors that it was developing, for
the Director's consideration, proposed securities lending arrangements for many
Alliance Mutual Funds, including the Portfolio. Alliance noted that the
proposed arrangements would enable each participating fund to earn incremental
investment income through the lending of a portion of the fund's portfolio
securities on terms designed to avoid any impingement of the fund's ongoing
investment process. Alliance stated that in anticipation of these
recommendations, it was recommending the revision of the Portfolio's
fundamental investment restrictions generally prohibiting the Portfolio from
engaging in securities lending. At the September 7, 2000 Special Meeting, the
Board of Directors of the Fund approved Alliance's recommendation that this
fundamental policy be revised to permit the Portfolio to engage in securities
lending to the extent permitted by the 1940 Act. The Board further resolved to
recommend this change to the Portfolio's stockholders for their approval.
In recommending this change, Alliance informed the Board that this absolute
prohibition was not required by the 1940 Act. Alliance noted that this
restriction was required by state "blue sky" laws that were nullified by the
federal preemption of state regulation of mutual fund prospectuses passed by
Congress in 1996. Alliance noted that in order to ensure that the Portfolio can
continue to compete with newer funds created after federal preemption that are
not so constrained as well as older funds that changed their lending policies
to permit securities lending, it was recommending that this fundamental policy
be revised so as to provide the Portfolio with essentially the same investment
flexibility to engage in securities lending as is possessed by the majority of
the Alliance Mutual Funds, which are permitted to engage in securities lending
to the extent permitted by the 1940 Act.
4
<PAGE>
The proposed policy would provide as follows:
The Portfolio may not make loans to other persons, except that the
Portfolio may lend portfolio securities in accordance with applicable
law. The acquisition of investment securities or other investment
instruments shall not be deemed the making of a loan.
If the Proposal is approved by the stockholders of the Portfolio, the
Portfolio would, as currently permitted, be able to lend portfolio securities
up to a maximum in value of 33 1/3% of its total assets (including collateral
for any security loaned). The Portfolio would lend securities only on a fully
collateralized basis and only to borrowers deemed by Alliance to be of sound
financial standing. While any such loan is outstanding, it would be secured by
collateral in the form of cash or securities issued or guaranteed by the U.S.
Government, equal at all times to at least 100% of the current market value of
the loaned securities plus, if applicable, accrued interest. All such loans
could be terminated at any time by either the Portfolio (entitling the
Portfolio to the return of the loaned securities at the end of the customary
settlement period for the type of securities loaned) or the borrower. It is
currently expected that the transactions would be structured so that the
Portfolio would retain rights of ownership of the loaned securities, including
rights to dividends, interest or other distributions on the loaned securities.
Voting rights would pass with the lending, although the Portfolio would be
able to call loans to vote proxies if desired.
Approval of this Proposal requires the affirmative vote of "a majority of
the outstanding voting securities" as defined by the 1940 Act, which means the
lesser of (i) 67% or more of the voting securities of the Portfolio present or
represented at the Meeting, if the holders of more than 50% of the outstanding
voting securities of the Portfolio are present or represented by proxy, or
(ii) more than 50% of the outstanding voting securities of the Portfolio
("1940 Act Majority"). If the stockholders of the Portfolio do not approve the
amendment to the Portfolio's fundamental policy to permit lending to the
extent permitted by the 1940 Act, the Portfolio's policy will remain
unchanged.
The Board of Directors of the Fund recommends that the stockholders of the
Portfolio vote "FOR" the approval of Proposal One.
5
<PAGE>
PROPOSAL TWO
APPROVAL OF A PROPOSAL
TO AMEND A FUNDAMENTAL POLICY
TO PERMIT THE PORTFOLIO TO PURCHASE AND SELL
FINANCIAL FORWARD AND FUTURES CONTRACTS
AND OPTIONS THEREON
(Quasar Portfolio)
At its September 7, 2000, Special Meeting, the Board of Directors of the Fund
considered and approved Alliance's recommendation that the Portfolio's
fundamental policies be amended to permit the use of stock index futures and
options thereon for hedging purposes.
In making its recommendation, Alliance noted that the Portfolio since
inception has had a fundamental policy against investment in commodities or
commodity contracts. Alliance noted that this policy was typical of a time when
financial commodities, e.g., financial forward and futures contracts and
options thereon, had yet to attain their later significance as investment
tools. As a result of this restriction, Alliance noted, index futures are
currently unavailable to the Portfolio.
In making this recommendation, Alliance stated its belief that, as the use of
these instruments has become more prevalent in the marketplace, the Portfolio's
inability to use, at least for hedging purposes, financial commodities
including stock index futures and options thereon places the Portfolio at a
competitive disadvantage. As a result, Alliance considered it in the best
interests of the Portfolio and its stockholders to obtain stockholder action
appropriately amending the investment policy and installing a more permissive
non-fundamental investment policy.
The proposal would amend the current fundamental policy regarding the
Portfolio's investments in commodities or commodity contracts to permit the use
of financial forwards and futures contracts and options thereon. In addition,
the Proposal would add a new non-fundamental policy limiting the use of
financial forwards and futures contracts and options thereon as described
below.
The proposed non-fundamental investment policy would provide that the
Portfolio may utilize financial forward and futures contracts and options
thereon only for hedging purposes. In addition, the Portfolio would not enter
into any futures contracts or options on futures contracts if immediately
thereafter the market values of the outstanding futures contracts of the
Portfolio and the futures contracts subject to outstanding options written by
the Portfolio would exceed 50% of its total assets. The Portfolio would not
purchase or sell a stock index futures contract if
6
<PAGE>
immediately thereafter more than 30% of its total assets would be hedged with
stock index futures. Finally, the Portfolio would not purchase or sell a stock
index future contract if, immediately thereafter, the sum of the amount of
margin deposits on the Portfolio's existing futures positions would exceed 5%
of the market value of the Portfolio's total assets. In connection with its
purchase of stock index futures contracts, the Portfolio would deposit in a
segregated account with the Portfolio's custodian an amount of liquid assets
equal to the market value of the futures contracts less any amounts maintained
in a margin account with the Portfolio's broker.
Including a new policy regarding financial forwards and futures contracts and
options thereon as a non-fundamental policy will allow the Portfolio to respond
competitively to regulatory and industry practice without the expense or delay
of a stockholder vote. A subsequent amendment to a non-fundamental policy
requires the approval of the Fund's Board of Directors. The proposed revised
fundamental policy and the proposed non-fundamental policy would provide as
follows:
Fundamental: It is a fundamental policy of the Portfolio not to purchase
or sell commodities or commodity contracts, except financial forward and
futures contracts and options on such contracts.
Non-fundamental: It is a non-fundamental policy of the Portfolio that:
(i) the Portfolio utilize futures and options thereon only for hedging
purposes, (ii) the Portfolio will not enter into any futures contracts or
options on futures contracts if immediately thereafter the market values
of the outstanding futures contracts of the Portfolio and the futures
contracts subject to outstanding options written by the Portfolio would
exceed 50% of its total assets, (iii) the Portfolio will not purchase or
sell a stock index future if immediately thereafter more than 30% of its
total assets would be hedged by stock index futures, and (iv) the
Portfolio will not purchase or sell a stock index future if, immediately
thereafter, the sum of the amount of margin deposit on the Portfolio's
existing futures positions would exceed 5% of the market value of the
Portfolio's total assets.
Based upon Alliance's presentation, the Board of Directors of the Fund
concluded that the proposed amendment to the Portfolio's fundamental investment
policy to permit the use of financial forward and futures contracts and the
adoption of the non-fundamental investment policy would be in the best
interests of the Portfolio and its stockholders. The Board further resolved to
recommend this change to the Portfolio's stockholders for their approval.
Adoption of this change is not expected to materially change the operation of
the Portfolio.
7
<PAGE>
Approval of this Proposal requires the affirmative vote of the holders of a
1940 Act Majority. If the stockholders of the Portfolio do not approve the
proposed policy, the Portfolio's current policy will remain unchanged.
The Board of Directors of the Fund recommends that the stockholders of the
Portfolio vote "FOR" the approval of Proposal Two.
PROPOSAL THREE
APPROVAL OF A PROPOSAL TO AMEND
THE FUNDAMENTAL INVESTMENT POLICY OF THE PORTFOLIO
RELATING TO INVESTMENTS IN U.S. COMPANIES
(Premier Growth Portfolio)
Premier Growth Portfolio currently has a fundamental policy to invest at
least 85% of its total assets in equity securities of "U.S. Companies". A
"U.S. Company" is defined as a company that (i) is organized under United
States law, (ii) has its principal office in the United States, and (iii)
issues equity securities that are traded principally in the United States. At
a meeting on September 26, 2000, the Board of Directors of the Fund approved
Alliance's recommendation to (i) reduce the 85% limitation to 80% (ii) remove
the definition of "U.S. Company", and in lieu of defining U.S. Company, adopt
a new definition of "Non-U.S. Company" for the purposes of the policy. The
Board further resolved to recommend these changes to the Portfolio's
stockholders for their approval.
In recommending these changes, Alliance advised the Board that in recent
years many companies had become more global in nature, expanding their
business and markets outside the United States. At the same time, many of
these companies continue to have a very significant business presence in the
United States and continue to issue securities that trade predominately in the
United States. Alliance advised the Board that in order to enable the
Portfolio to continue to invest in the same companies as it has in the past,
the definition of "U.S. Company" should be removed and, instead, Alliance
proposed that the Directors adopt a new definition of "Non-U.S. Company" to be
applicable to the Portfolio.
Under this new definition, a "Non-U.S. Company" would be a company that (i)
is organized outside the United States, (ii) has its principal place of
business outside the United States, and (iii) issues securities that are
traded principally on a stock exchange in a foreign country. Companies that
did not fall within the definition of "Non-U.S.
8
<PAGE>
Company" would be considered to be U.S. Companies for purposes of the
Portfolio's fundamental policy. Alliance advised the Directors that, as a
result of these proposals, if approved, a company that was either organized or
had a principal place of business outside the United States, but which issued
securities principally traded in the United States, would be considered to be
a U.S. company.
In addition, Alliance advised the Board that it was recommending that the
current fundamental requirement that the Portfolio invest at least 85% of its
total assets in U.S. Companies be reduced to 80% to allow the Portfolio
additional flexibility in managing the Portfolio. Alliance informed the
Directors it was recommending this additional change because there are some
companies in which the Portfolio has invested in the past that will be
considered to be "Non-U.S. Companies" even under the proposed revised
definition. This increased latitude will allow the Portfolio to continue to
invest in the same companies as it has in the past. Alliance advised the Board
that it did not expect that this change would significantly affect the
management of the Portfolio.
<TABLE>
<CAPTION>
Current Policy Proposed Policy
------------------------------- -------------------------------
<S> <C>
The Portfolio normally invests The Portfolio invests at least
at least 85% of its total 80% of its total assets in
assets in the equity securities equity securities of U.S.
of U.S. companies. A U.S. Companies. A "Non-U.S. Company"
company is a company that is is a company that (i) is
organized under United States organized outside the United
law, has its principal office States, (ii) has its principal
in the United States and issues place of business outside the
equity securities that are United States, and (iii) issues
traded principally in the securities that are traded
United States. principally in a foreign
country. Companies that did not
fall within the definition of
"Non-U.S. Company" would be
considered U.S. Companies for
purposes of the Portfolio's
fundamental policy.
</TABLE>
Approval of this Proposal requires the affirmative vote of the holders of a
1940 Act Majority. If the stockholders of the Portfolio do not approve the
amendment to the Portfolio's fundamental policy relating to its investment in
U.S. Companies, the policy will remain unchanged.
The Board of Directors of the Fund recommends that the stockholders of the
Portfolio vote "FOR" the approval of Proposal Three.
9
<PAGE>
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS
The principal officers of the Fund and their principal occupations during
the past five years are as follows:
John D. Carifa, Chairman and President, 55, President, Chief Operating
Officer and a Director of Alliance Capital Management Corporation, the general
partner of Alliance ("ACMC"), which he has been associated with since prior to
1995.
Kathleen A. Corbet, Senior Vice President, 40, is an Executive Vice
President of ACMC, with which she has been associated since prior to 1995.
Alfred L. Harrison, Senior Vice President, 62, is a Vice Chairman of ACMC,
with which he has been associated since prior to 1995.
Nelson R. Jantzen, Senior Vice President, 55, is a Chairman of ACMC, with
which he has been associated since prior to 1995.
Wayne D. Lyski, Senior Vice President, 58, is an Executive Vice President of
ACMC, with which he has been associated since prior to 1995.
Raymond J. Papera, Senior Vice President, 44, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1995.
Andrew M. Aran, Senior Vice President, 42, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1995.
Peter Anastos, Senior Vice President, 57, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1995.
Bruce Aronow, Vice President, 33, Vice President of ACMC, with which he has
been associated since 1999. Prior thereto, he was a Vice President at INVESCO
since 1998, a Vice President at LGT Capital Management since 1996 and a Vice
President at Chancellor Capital Management prior to 1995.
Edward Baker, Vice President, 49, is a Senior Vice President and Chief
Investment Officer--Emerging Markets of ACMC, with which he has been
associated since May 1995. Prior thereto, he was a Senior Vice President of
BARRA, Inc. since prior to 1995.
10
<PAGE>
Thomas J. Bardong, Vice President, 55, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1995.
Sandra Yeager, Vice President, 35, is a Senior Vice President of ACMC, with
which she has been associated since prior to 1995.
Matthew Bloom, Vice President, 43, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1995.
Mark H. Breedon, Senior Vice President, 47, has been a Vice President of
ACMC and a Director and Vice President of Alliance Capital Management Limited
since prior to 1995.
Russel Brody, Vice President, 32, is a Vice President of ACMC, with which he
has been associated since April 1997. Prior thereto, he was the head of
European Equity Dealing of Lambard Odier et Cie since prior to 1995.
Nicholas D.P. Carn, Vice President, 42, is a Senior Vice President of ACMC,
with which he has been associated since April 1997. Prior thereto, he was a
Chief Investment Officer and Portfolio Manager at Draycott Partners.
Paul J. Denoon, Vice President, 38, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1995.
David Edgerly, Vice President, 57, is the General Manager of Alliance
Capital Management (Turkey) Ltd., with which he has been associated since
prior to 1995.
Vicki Fuller, Vice President, 43, has been a Senior Vice President of ACMC
since 1994. Previously she was Managing Director of High Yield Equitable
Capital Management Corporation since prior to 1995.
Gerald T. Malone, Vice President, 46, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1995.
Michael Mon, Vice President, 30, is a Vice President of ACMC, with which he
has been associated since June 1999. Prior thereto he was a Portfolio Manager
at Brundage, Stroy and Rose since 1998. Previously, he was employed as an
Assistant Vice President at Mitchell Hutchins Asset Management since prior to
1995.
Douglas J. Peebles, Vice President, 34, is a Senior Vice President of ACMC,
with which he has been associated since prior to 1995.
11
<PAGE>
Daniel G. Pine, Senior Vice President, 48, has been associated with Alliance
since 1996. Previously, he was a Senior Vice President of Desai Capital
Management since prior to 1995.
Paul Rissman, Vice President, 43, is a Senior Vice President of ACMC, with
which he has been associated since prior to 1995.
Tyler Smith, Vice President, 61, is a Senior Vice President of ACMC, with
which he has been associated since prior to July 1995.
Jean Van De Walle, Vice President, 41, has been Vice President of ACMC since
prior to 1995.
Edmund P. Bergan, Jr., Secretary, 50, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. ("AFD") and Alliance Fund
Services, Inc. ("AFS"), with which he has been associated since prior to 1995.
Mark D. Gersten, Treasurer and Chief Financial Officer, 49, is a Senior Vice
President of AFS and a Vice President of AFD, with which he has been
associated since prior to 1995.
Andrew L. Gangolf, Assistant Secretary, 46, is a Senior Vice President and
Assistant General Counsel of AFD, with which he has been associated since
prior to 1995.
Domenick Pugliese, Assistant Secretary, 39, is a Senior Vice President and
Assistant General Counsel of AFD, with which he has been associated since May
1995. Prior thereto, he was a Vice President and Counsel of Concord Holding
Corporation since prior to 1995.
Thomas R. Manley, Controller, 46, is a Vice President of ACMC, with which he
has been associated since prior to 1995.
The address of Messrs. Carifa, Harrison, Jantzen, Lyski, Papera, Aran,
Anastos, Aronow, Baker, Bardong, Bloom, Breedon, Brody, Carn, DeNoon, Edgerly,
Malone, Mon, Peebles, Pine, Rissman, Smith, Van De Walle, Bergan, Gangolf, and
Pugliese and Messrs. Corbet, Yeager, and Fuller is c/o Alliance Capital
Management, L.P., 1345 Avenue of the Americas, New York, New York 10105. The
address of Messrs. Gersten and Manley is c/o Alliance Fund Distributors, Inc.,
500 Plaza Drive, Secaucus, New Jersey 07094.
12
<PAGE>
All of the officers of the Fund are employees of Alliance and officers of
ACMC, the general partner of Alliance, or a wholly-owned subsidiary of
Alliance. As of the Record Date, no officer or Directors of the Fund
beneficially owned more than 1% of the outstanding equity securities of
Alliance.
STOCK OWNERSHIP
According to information filed with the Commission, the following persons
were the beneficial owners of more than 5% of each Portfolio's outstanding
common stock as of the Record Date.
<TABLE>
<CAPTION>
Percent of
Common
Stock Based
on Shares
Amount of Outstanding
Beneficial as of the
Portfolio and Class Name and Address of Beneficial Owner Ownership Record Date
------------------- ------------------------------------ ---------- -----------
<S> <C> <C> <C>
Quasar Portfolio AIG Life Insurance Company 6,127,357 33.59%
(Class A) Attn: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Merrill Lynch Insurance Group 9,861,216 54.06%
Attn: Kelly Woods
4804 Deer Lake Drive East
Jacksonville, FL 32246-6484
Quasar Portfolio GE Life and Annuity Assurance 16,471 100.00%
(Class B) Company
6610 W. Broad Street
Richmond, VA 23230-1702
Premier Growth Keyport Life Insurance 4,951,481 7.38%
Portfolio (Class A) Attn: James Joseph
125 High Street
Boston, MA 02110-2704
AIG Life Insurance Company 16,781,380 25.03%
Attn: Ed Bacon
600 N. King Street
Wilmington, DE 19801-3722
Merrill Lynch Insurance Group 28,988,783 43.23%
Attn: Kelly Woods
4804 Deer Lake Drive East
Jacksonville, FL 32246-6484
Premier Growth Travelers Life & Annuity 1,801,665 20.23%
Portfolio (Class B) Company
Attn: Shareholder Accounting Dept.
1 Tower Square #6MS
Hartford, CT 06183-0001
</TABLE>
13
<PAGE>
<TABLE>
<CAPTION>
Percent of
Common
Stock Based
on Shares
Amount of Outstanding
Portfolio Beneficial as of the
and Class Name and Address of Beneficial Owner Ownership Record Date
--------- ------------------------------------ ---------- -----------
<S> <C> <C> <C>
Pruco Life Insurance Company of
Arizona (PLAZ) 476,482 5.35%
213 Washington Street
7th Floor Separate Accounts
Newark, NJ 07102-2917
Allmerica Financial Life Insurance 2,062,199 23.16%
and Annuity Company
Allmerica Financial Sep Accts
440 Lincoln Street
Mailstop S-310
Worcester, MA 01653-0001
</TABLE>
REPORTS TO STOCKHOLDERS
A Portfolio will furnish each person to whom this Proxy Statement is
delivered with a copy of the Portfolio's latest annual or semi-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 Reid Conway 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
New York, New York
November 3, 2000
14
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
-------------------------------------------------------------------------------
<S> <C>
Introduction............................................................. 1
Proposal One: Approval of a proposal to amend a fundamental policy to
permit lending to the extent permitted by the 1940 Act................. 4
Proposal Two: Approval of a proposal to amend a fundamental policy to
permit the Portfolio to purchase and sell financial forward and futures
contracts and options thereon.......................................... 6
Proposal Three: Approval of a proposal to amend the fundamental
investment policy of the Portfolio relating to investments in U.S.
companies.............................................................. 8
Information as to the Fund's Principal Officers.......................... 10
Stock Ownership.......................................................... 13
Reports to Stockholders.................................................. 14
</TABLE>
Alliance Variable Products Series Fund, Inc.
--Quasar Portfolio
--Premier Growth Portfolio
--------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL]
Alliance Capital Management L.P.
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NOTICE OF JOINT SPECIAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
DECEMBER 12, 2000
