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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:
/X/ Preliminary Proxy Statement
/ / Confidential, For Use of the Commission Only (as
permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 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 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.
<PAGE>
/ / 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:
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[Alliance Capital Logo]
Alliance Variable Products Series Fund, Inc.
- Premier Growth Portfolio
_______________________________________________________________
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
________________________________________________________________
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
December 12, 2000
To the Stockholders of Alliance Variable Products Series Fund, Inc. - Premier
Growth Portfolio:
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of Alliance Variable Products Series Fund, Inc, - Premier Growth
Portfolio, 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, which is more fully described in the accompanying Proxy Statement
dated October [__], 2000:
1. To approve an amendment of the Fund's fundamental policy relating to
the Fund's investment in U.S. Companies; and
2. To transact such other business as may properly come before the
Meeting.
The Board of Directors 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 recommends approval of the proposal.
By Order of the Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
October [__], 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 any additional cost of further proxy solicitation.
---------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
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PROXY STATEMENT
Alliance Variable Products Series Fund, Inc. - Premier Growth Portfolio
1345 Avenue of the Americas
New York, New York 10105
----------------
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. - Premier Growth Portfolio (the "Fund"), a Maryland
corporation, to be voted at the Special 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 Tuesday, December 12, 2000
at 11:00 a.m. Proxies 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 Fund's investment adviser ("Alliance").
The Board of Directors 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 the Fund as of
the Record Date consisted of [_________] shares of common stock, representing
all classes of shares, 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. The insurance companies will vote
shares of the Fund 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 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 the Fund 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
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with no instructions on how to vote, the insurance company will vote those
shares FOR the proposal. The participating insurance companies will provide
contract owners with proper forms and proxies 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 the Fund's fundamental policy
relating to the Fund's investments in U.S. Companies (the "Proposal"). 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 Proposal. If any proposal, other than the Proposal,
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.
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 the Fund
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 the 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. Shares represented by
proxies indicating a vote contrary to the position recommended by the Board of
Directors on the Proposal will be voted against adjournment.
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 $ [________] for its
services plus reimbursement of out-of-pocket expenses.
PROPOSAL ONE
APPROVAL OF A PROPOSAL TO AMEND
THE FUNDAMENTAL INVESTMENT POLICY OF THE FUND
RELATING TO INVESTMENTS IN U.S. COMPANIES
The Fund 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
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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 Fund'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 Fund 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
Fund. One of the main goals of the proposed definition is to address the
situation of an issuer, which has in the past been considered to be a U.S.
Company, but which reorganizes outside the U.S. or moves its principal place
of business outside the U.S. and continues to issue securities that trade
predominately in the United States. Under this new definition, a "Non-U.S.
Company" would be a company that (i) is organized outside the United States,
(ii) has a 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. Company" would be considered to be U.S. companies for purposes of the
Fund'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, the Alliance advised the Board that it was recommending
that the current fundamental requirement that the Fund invest at least 85% of
its total assets in U.S. Companies be reduced to 80% to allow the Fund with
additional flexibility in managing the Fund's portfolio. Alliance informed
the Directors it was recommending this additional change because there are
some companies in which the Fund 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 Fund 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 Fund.
Approval of the 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 Fund present or
represented at the Meeting, if the holders of more than 50% of the outstanding
voting securities of the Fund are present or represented by proxy, or
(ii) more than 50% of the outstanding voting securities of the Fund. If the
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stockholders of the Fund do not approve the amendment to the Fund's
fundamental policy relating to its investment in non-U.S. Companies, the
policy will remain unchanged.
The Board of Directors of the Fund recommends that the stockholders
of the Fund vote "FOR" the approval of the Proposal.
HOW TO VOTE
You may vote your shares by mail by signing and returning the
enclosed card. Please follow the instructions provided with your card.
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
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associated since May 1995. Prior thereto, he was a Senior Vice President of
BARRA, Inc. since prior to 1995.
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 Hutchin 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.
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.
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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 Mses. 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.
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.
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STOCK OWNERSHIP
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.
Percent of Common
Stock Based on
Name and Address of Amount of Beneficial Shares Outstanding
Beneficial Owner Ownership and Class as of the Record Date
------------------- -------------------- ---------------------
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 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
October [__], 2000
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Alliance Variable Products Series Fund, Inc.
- Premier Growth Portfolio
(LOGO)
Alliance Capital Management L.P.
----------
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
December 12, 2000
12
00250292.CB1
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PROXY
PROXY
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. - PREMIER GROWTH PORTFOLIO
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD DECEMBER 12, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Premier Growth Portfolio of Alliance Variable
Products Series Fund, Inc., a Maryland corporation (the "Fund"), 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
Special Meeting of Stockholders of the Fund to be held at 11:00 a.m., Eastern
Time, on December 12, 2000 at the offices of the Fund, 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 Special Meeting and otherwise to
represent the undersigned with all powers possessed by the undersigned if
personally present at the Special Meeting. The undersigned hereby
acknowledges receipt of the Notice of Meeting and accompanying Proxy
Statement.
VOTE BY RETURNING THE SIGNED PROXY CARD
CONTROL NUMBER:
Please sign 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 of Stockholder
_____________________________
Signature of joint owner, if any
______________________________, 2000
Dated
<PAGE>
If this proxy is properly executed, the votes entitled to be cast by the
undersigned will be cast in the manner directed below. If no direction is
made regarding the proposal or other matter, the votes entitled to be cast by
the undersigned will be cast "FOR" the proposal listed below, "FOR" any
postponement or adjournment of the Special Meeting with respect to the
proposal in the event that sufficient votes in favor of the position on the
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 Special Meeting or any adjournment or postponement thereof.
Please refer to the Proxy Statement for a discussion of the proposal.
PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]
For Against Abstain
1. Approve an amendment of the [__] [__] [__]
Fund's fundamental policy
relating to the Fund's investment
in U.S. Companies.
Your Board of Directors urges you to vote "FOR" the Proposal.
PLEASE VOTE, DATE AND SIGN ON THE REVERSE AND RETURN PROMPTLY IN THE ENCLOSED
ENVELOPE.
2
00250292.CB1
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INSTRUCTION CARD [INSURANCE COMPANY] INSTRUCTION CARD
ALLIANCE VARIABLE PRODUCTS SERIES FUND, INC. -
PREMIER GROWTH PORTFOLIO
Solicitation of voting instructions in connection with the
Meeting of Stockholders to be held December 12, 2000.
THIS INSTRUCTION CARD IS SOLICITED ON BEHALF OF THE DIRECTORS
Revoking any such prior instructions, the undersigned instructs the
above named insurance company (the "Insurance Company") to vote all the shares
of the Premier Growth Portfolio of Alliance Variable Products Series Fund,
Inc. (the "Fund") which are held in the account of the undersigned in the
Insurance Company variable account at the Meeting of Stockholders to be held
at the offices of the Fund, 1345 Avenue of the Americas, New York, New York
10105 on December 12, 2000 at 11:00 a.m. and at any adjournments thereof in
accordance with these instructions.
By signing and dating this card, you instruct the Insurance Company
to vote your shares as marked below, or, if not marked, to vote "FOR" the
proposal. Please complete and mail this card at once in the enclosed postage-
paid envelope.
The shares of common stock represented by this card will be voted in
accordance with the specification made below. If this card is signed and
returned and no specification is made, the Insurance Company will vote such
shares "FOR" the proposal set forth below. If this card is not returned or is
returned unsigned, the Insurance Company will vote such shares in the same
proportion as it votes the shares for which it has received instructions. The
Directors recommend voting "FOR" the proposal.
VOTE BY RETURNING THE SIGNED INSTRUCTION CARD
OR
VOTE VIA THE INTERNET: https://vote.proxy-direct.com
OR
VOTE BY TELEPHONE BY CALLING TOLL-FREE: 1-800-597-7836
PLEASE SIGN AND DATE THIS CARD AND RETURN IT IN THE ENCLOSED ENVELOPE.
Date: ________________________, 2000
Signature: ______________________________
Signature: ______________________________
Sign exactly as name(s) appears
IMPORTANT: If joint owners, EITHER may sign this
card. When above signing as attorney, executor,
<PAGE>
administrator, trustee, guardian or corporate
officer, please give your full title. This card
will not be voted unless it is dated and signed.
<PAGE>
Please refer to the Proxy Statement for a discussion of the proposal.
PLEASE MARK VOTES AS IN THIS EXAMPLE: [X]
For Against Abstain
1. Approve an amendment of the Fund's [__] [__] [__]
fundamental policy relating to
the Fund's investment in U.S.
Companies.
Account Number Number of Shares Card Number
PLEASE VOTE, DATE AND SIGN ON THE REVERSE
AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE
IF YOU ARE NOT VOTING VIA THE INTERNET OR BY TELEPHONE.
2
00250292.CB1
