<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 Section 240.14a-11(c) or
Section 240.14a-12
ACM Government Securities Fund, Inc.
- ----------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ----------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X / No fee required
/ / Fee computed on table below per Exchange Act Rule 14a-
6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
- ----------------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
- ----------------------------------------------------------------
(3) Per unit price or other underlying value of
transaction computed pursuant to Exchange Act Rule 0-11
(Set forth the amount on which the filing fee is
calculated and state how it was determined):
- ----------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
<PAGE>
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>
<PAGE>
ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
(LOGO OF ALLIANCE CAPITAL APPEARS HERE)
- --------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- --------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
March 9, 1999
To the Stockholders of ACM Government Income Fund, Inc. ("ACM I"), ACM
Government Securities Fund, Inc. ("ACM II"), ACM Government Spectrum Fund, Inc.
("ACM III"), ACM Government Opportunity Fund, Inc. ("ACM IV"), ACM Managed
Income Fund, Inc. ("ACM V"), ACM Municipal Securities Income Fund, Inc. ("ACM
VII"), ACM Managed Dollar Income Fund, Inc. ("ACM VIII"), Alliance World Dollar
Government Fund, Inc. ("AWDGF"), Alliance World Dollar Government Fund II, Inc.
("AWDGF II") and Alliance All-Market Advantage Fund, Inc. ("AMA"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM II, ACM III, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF,
AWDGF II and AMA (individually, a "Fund" and collectively, the "Funds") will be
held at the offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New
York, New York 10105, on Tuesday, March 9, 1999 at 11:00 a.m., for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated January 25, 1999:
1. To elect three Directors of each Fund, each such Director to hold office
for a term of three years until his successor is duly elected and qualified;
2. To ratify the selection of Ernst & Young LLP as independent auditors of
ACM I, ACM II, ACM III, ACM IV, ACM V, ACM VII, ACM VIII, AWDGF, AWDGF II and
PricewaterhouseCoopers LLP as independent accountants of AMA for each Fund's
respective fiscal year ending in 1999; and
3. To transact such other business as may properly come before the Meeting.
The Board of Directors of each Fund has fixed the close of business on
December 31, 1998 as the record date for the determination of stockholders of
the Funds entitled to notice of, and to vote at, the Meeting or any adjournment
thereof. The enclosed proxy is being solicited on behalf of the Board of
Directors of each Fund.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
January 25 1999
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed Proxy Card, sign and
date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. In order to save the Funds any additional expense
of further solicitation, please mail your proxy promptly.
- --------------------------------------------------------------------------------
(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
<PAGE>
PROXY STATEMENT
ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOME FUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
ALLIANCE ALL-MARKET ADVANTAGE FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 9, 1999
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of ACM Government
Income Fund, Inc. ("ACM I"), ACM Government Securities Fund, Inc. ("ACM II"),
ACM Government Spectrum Fund, Inc. ("ACM III"), ACM Government Opportunity
Fund, Inc. ("ACM IV"), ACM Managed Income Fund, Inc. ("ACM V"), ACM Municipal
Securities Income Fund, Inc. ("ACM VII"), ACM Managed Dollar Income Fund, Inc.
("ACM VIII"), Alliance World Dollar Government Fund, Inc. ("AWDGF"), Alliance
World Dollar Government Fund II, Inc. ("AWDGF II") and Alliance All-Market
Advantage Fund, Inc. ("AMA"), each of which is a Maryland corporation
(individually, a "Fund" and collectively, the "Funds"), to be voted at a Joint
Annual Meeting of Stockholders of the Funds (the "Meeting"), to be held at the
offices of the Funds, 1345 Avenue of the Americas, 41st Floor, New York, New
York 10105, on Tuesday, March 9, 1999 at 11:00 a.m. The solicitation will be
made by mail and the cost for each Fund will be borne by that Fund. The Notice
of Meeting, Proxy Statement and Proxy Card are being mailed to stockholders on
or about January 25, 1999.
The Board of Directors of each Fund has fixed the close of business on
December 31, 1998 as the record date for the determination of stockholders
entitled to notice of, and to vote at, the Meeting and at any adjournment
thereof. The outstanding voting shares of the Funds as of December 31, 1998
consisted, respectively, of 58,239,506 shares of common stock of ACM I,
77,923,379 shares of common stock of ACM II, 37,028,027 shares of common stock
of ACM III, 13,071,872 shares of common stock of ACM IV, 22,506,875 shares of
common stock and 950 shares of Remarketed Preferred Stock, Series A (the "ACM
V Preferred Stock") of ACM V, 10,764,589 shares of common stock and 1,200
shares of each of Municipal Income Preferred Shares, Series A, Series B and
Series C (the "ACM VII Preferred Stock") of ACM VII, 21,743,402 shares of
common stock of ACM VIII, 8,158,623 shares of common stock of AWDGF,
75,733,953 shares of common stock of AWDGF II and 2,512,661 shares of common
stock of AMA, each share being entitled to one vote.
1
<PAGE>
At the Meeting, the holders of ACM V Preferred Stock and the holders of each
class of ACM VII Preferred Stock will have equal voting rights with the
holders of ACM V and ACM VII common stock, respectively (i.e., one vote per
share), and will vote together with the holders of ACM V and ACM VII common
stock as a single class on all proposals to be brought before the Meeting
applicable to each respective Fund. The holders of ACM V Preferred Stock and
ACM VII Preferred Stock voting separately as a class, have the right to elect
two Directors representing the holders of the Preferred Stock of each of their
respective Funds. The holders of ACM V's common stock and the holders of ACM
VII's common stock do not have the right to vote with respect to the election
of those two Directors. The two Directors that have been elected by the
holders of ACM V Preferred Stock and ACM VII Preferred Stock are, for each
Fund, Ruth Block and Robert C. White. Neither Ms. Block nor Mr. White is
standing for re-election at the Meeting as their terms do not expire until the
year 2000.
All properly executed proxies received prior to the Meeting will be voted at
the Meeting in accordance with the instructions marked thereon or otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies for a Fund will be voted for the election of three Directors of each
Fund, and with respect to ACM I, II, III, IV, V, VII, VIII, AWDGF & AWDGF II
for the ratification of Ernst & Young LLP as the Funds' independent auditors,
and with respect to AMA for the ratification of PricewaterhouseCoopers LLP as
the Fund's independent accountants for each of their respective fiscal years
ending in 1999. Any stockholder may revoke that stockholder's proxy at any
time prior to exercise thereof by giving written notice to the Secretary of
the Funds 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.
If a proxy card properly executed is returned with instructions to withhold
authority to vote (an abstention) or represents a broker "non-vote" (that is,
a proxy from a broker or nominee indicating that such person has not received
instructions from the beneficial owner or other person entitled to vote shares
on a particular matter with respect to which the broker or nominee does not
have the discretionary power to vote), the shares represented by the proxy
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 shareholder votes. If any proposals other than Proposals One and Two
properly come before the Meeting, the shares represented by the proxies will
be voted on all such proposals in the discretion of the person or persons
voting the proxies.
The Meeting is scheduled as a joint meeting of the respective stockholders
of the Funds because the stockholders of all the Funds are to consider and
vote on similar matters. Stockholders of each Fund will vote separately on
each proposal set forth herein and on any other matters that may arise for
that Fund, and an unfavorable vote on a proposal by the stockholders of one
Fund will not affect the implementation of the proposal by any other Fund if
such proposal is approved by the stockholders of the other Fund.
A quorum for each Fund for the Meeting will consist of a majority of the
shares outstanding and entitled to vote. In the event that a quorum is not
represented at the Meeting for a Fund or, even if a quorum is so represented,
in the event that sufficient votes in favor of any proposal set forth in the
Notice of Meeting with respect to a Fund are not received, the persons named
as proxies may propose and vote for one or more adjournments of the Meeting
with respect to that Fund with no other notice than announcement at the
Meeting in order to permit further solicitation of proxies. The Meeting may
2
<PAGE>
be adjourned with respect to fewer than all of the proposals in this Proxy
Statement and a stockholder vote may be taken on any one of the proposals
prior to any adjournment if sufficient votes have been received for approval.
Shares represented by proxies indicating a vote against any proposal will be
voted against adjournment.
Each Fund has engaged Shareholder Communications Corporation, 17 State
Street, New York, New York 10004, to assist the Funds in soliciting proxies
for the Meeting. Shareholder Communications Corporation will receive a total
fee of $69,000 for its services, to be paid by each Fund as follows: ACM I--
$10,000, ACM II--$12,500, ACM III--$7,500, ACM IV--$2,500, ACM V--$5,000, ACM
VII--$3,000, ACM VIII--$7,500, AWDGF--$3,000, AWDGF II--$15,000, and AMA--
$3,000; plus reimbursement of out-of-pocket expenses.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years and until their successors are elected and qualified.
With respect to each Fund, the affirmative vote of a plurality of the votes
cast at the Meeting is required to elect a Director. It is the intention of
the persons named in the enclosed proxy to nominate and vote in favor of the
election of the persons in Class Two as described below.
Pursuant to the Funds' respective Charters and By-Laws, the Board of
Directors of each Fund has been divided into three classes. With respect to
all of the Funds, the term of office of the members in Class Two will expire
as of the Meeting, the term of office of the members in Class Three will
expire as of the annual meeting of stockholders to be held in 2000 and the
term of office of the members in Class One will expire as of the annual
meeting of stockholders to be held in 2001. Upon expiration of the term of
office of each class as set forth above, those persons then elected as
Directors in that class will serve until the third annual meeting of
stockholders following their election. With respect to ACM I, ACM II, ACM III,
ACM IV, ACM V and ACM VII, John H. Dobkin, Clifford L. Michel and Donald J.
Robinson are the members constituting Class One; David H. Dievler, William H.
Foulk, Jr. and Dr. James M. Hester are the members constituting Class Two; and
John D. Carifa, Ruth Block and Robert C. White are the members constituting
Class Three. With respect to ACM VIII, AWDGF, AWDGF II and AMA, David H.
Dievler, Clifford L. Michel and Donald J. Robinson are the members
constituting Class One; John H. Dobkin, William H. Foulk, Jr. and Dr. James M.
Hester are the members constituting Class Two; and Ruth Block, John D. Carifa
and Robert C. White are the members constituting Class Three.
As a result, only those Directors of each Fund in a single class may be
changed in any one year, and it would require two years to change a majority
of the Board of Directors of a Fund (although, under Maryland law, procedures
are available for the removal of Directors even if they are not then standing
for re-election and, under Securities and Exchange Commission regulations,
procedures are available for including appropriate stockholder proposals in
management's annual proxy statement). This system of electing Directors, which
may be regarded as an "anti-takeover" provision, may make it more difficult
for each Fund's stockholders to change the majority of Directors of that Fund
and, thus, have the effect of maintaining the continuity of management.
At the Meeting, three Directors in Class Two of ACM I, ACM II, ACM III, ACM
IV, ACM V, and ACM VII, Messrs. David H. Dievler, William H. Foulk, Jr. and
Dr. James M. Hester, and three Directors
3
<PAGE>
in Class Two of ACM VIII, AWDGF, AWDGF II and AMA, Messrs. John H. Dobkin,
William H. Foulk, Jr. and Dr. James M. Hester are standing for re-election.
Each nominee has consented to serve as a Director. The Boards of Directors
know of no reason why any of these nominees will be unable to serve, but in
the event of such inability, the proxies received will be voted for such
substitute nominees as the Boards of Directors may recommend.
Certain information concerning each Fund's Directors is set forth below.
With respect to each Fund, only the Class Two Directors are standing for
election as Directors.
<TABLE>
<CAPTION>
Name, positions and Number of shares
offices with the Funds, of common stock
age, principal beneficially
occupations during Year first Year term owned directly or
the past five years became a as Director indirectly as of
and other directorships Director will expire December 31, 1998
- ----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
* John D. Carifa, ACM I and II--1987 2000 2,000ACM I
Chairman of the ACM III, IV and V--1988 (Class Three) 1,000 AWDGF II
Board, 53. AWDGF--1992 505 AMA
President, Chief ACM VIII and
Operating Officer AWDGF II--1993
and a Director of ACM VII and AMA--1994
Alliance Capital
Management
Corporation, the
general partner
of the Adviser
("ACMC"), which
he has been
associated with
since prior to
1994.
**+ Ruth Block, ACM I and II--1987 2000 1,800 ACM III
Director, 68. ACM III, IV and V--1988 (Class Three) 4,540 ACM V
Formerly an AWDGF--1992 3,000 ACM VIII
Executive Vice ACM VIII and 3,000 AWDGF
President and AWDGF II--1993 1,000 AMA
Chief Insurance ACM VII and AMA--1994
Officer of The
Equitable Life
Assurance Society
of the United
States. She is a
Director of
Ecolab
Incorporated
(specialty
chemicals) and BP
Amoco Corporation
(oil and gas).
**+ David H. Dievler, ACM I and II--1987 2001 200 ACM I
Director, 69. ACM III, IV and V--1988 (Class One) 1,200ACM II
Independent AWDGF--1992 ACM VIII and (ACM VIII, 1,000ACM III
Consultant. AWDGF II--1993 AWDGF, AWDGF II 200 ACM IV
Formerly a Senior ACM VII and AMA--1994 and AMA) 1,000 AWDGF II
Vice President of 500 AMA
ACMC until 2002++
December 1994. (Class Two)
(ACM I-V and VII)
</TABLE>
- --------
*"Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each of the Funds because of affiliation with each
of the Funds' investment adviser, Alliance Capital Management L.P. (the
"Adviser").
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If re-elected at the Meeting.
4
<PAGE>
<TABLE>
<CAPTION>
Name, positions and Number of shares
offices with the Funds, of common stock
age, principal beneficially
occupations during Year first Year term owned directly or
the past five years became a as Director indirectly as of
and other directorships Director will expire December 31, 1998
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**+ John H. Dobkin, AWDGF--1992 2001 377 AWDGF II
Director, 56. ACM VIII and (Class One) 400 AMA
President of AWDGF II--1993 (ACM I-V and VII)
Historic Hudson AMA--1994
Valley (historic ACM I-V and VII--1998 2002++
preservation) since (Class Two)
prior to 1994. (ACM VIII,
Previously, he was AWDGF, AWDGF II
Director of the and AMA)
National Academy of
Design.
**+ William H. Foulk, AWDGF--1992 2002++ 500 ACM I
Jr., Director, 66. ACM VIII and (Class Two) 500 ACM II
Investment Adviser AWDGF II--1993 1000 ACM III
and Independent AMA--1994 500 ACM IV
Consultant. He was ACM I-V and VII--1998 547 ACM V
formerly Senior 500 ACM VII
Manager of Barrett 500 ACM VIII
Associates, Inc., a 500 AWDGF
registered 500 AWDGF II
investment adviser, 500 AMA
with which he had
been associated
since prior to 1994.
**+ Dr. James M. Hester, ACM I and II--1987 2002++ 725 ACM I
Director, 74. ACM III, IV and V--1988 (Class Two) 700 ACM II
President of The AWDGF--1992 815 ACM IV
Harry Frank ACM VIII and 700 ACM V
Guggenheim AWDGF II--1993 950 AWDGF
Foundation, with ACM VII and AMA--1994 645 AMA
which he has been
associated since
prior to 1994. He
was formerly
President of New
York University and
The New York
Botanical Garden and
Rector of The United
Nations University.
**+ Clifford L. Michel, ACM I and II--1987 2001 1,000 ACM I
Director, 59. Member ACM III, IV and V--1988 (Class One) 1,000 ACM II
of the law firm of AWDGF--1992 1,000 ACM III
Cahill Gordon & ACM VIII and 1,000 ACM IV
Reindel, with which AWDGF II--1993 1,000 ACM V
he has been ACM VII and AMA--1994 1,000 ACM VII
associated since 1,000 AWDGF
prior to 1994. He is 1,000 AWDGF II
President and Chief 1,000 AMA
Executive Officer of
Wenonah Development
Company
(investments) and a
Director of Placer
Dome, Inc. (mining).
</TABLE>
- --------
*"Interested person," as defined in the Act, of each of the Funds because
of affiliation with each of the Funds' Adviser.
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If re-elected at the Meeting.
5
<PAGE>
<TABLE>
<CAPTION>
Name, positions and Number of shares
offices with the Funds, of common stock
age, principal beneficially
occupations during Year first Year term owned directly or
the past five years became a as Director indirectly as of
and other directorships Director will expire December 31, 1998
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**+ Donald J. Robinson, ACM I-V, VII, VIII 2001 2,150 ACM V
Director, 64. Senior AWDGF, AWDGF II and (Class One) 1,500 ACM VIII
Counsel of the law AMA--1996 2,840 AMA
firm of Orrick,
Herrington &
Sutcliffe since
January 1995. He was
formerly a senior
partner and a member
of the Executive
Committee of that
firm. He was also a
Trustee of the
Museum of the City
of New York from
1977-1995.
**+ Robert C. White, ACM I and II--1987 2000 700 ACM I
Director, 78. ACM III, IV and V--1988 (Class Three) 600 ACM II
Formerly Assistant AWDGF--1992 800 ACM III
Treasurer of Ford ACM VIII and 600 ACM V
Motor Company and, AWDGF II--1993 500 ACM VIII
until September 30, ACM VII and AMA--1994 500 AWDGF
1994, a Vice 500 AWDGF II
President and the 600 AMA
Chief Financial
Officer of the
Howard Hughes
Medical Institute.
</TABLE>
- --------
**Member of the Audit Committee.
+Member of the Nominating Committee.
The Adviser has instituted a policy applicable to all registered investment
companies to which it provides investment advisory services, including the
Funds (collectively, the "Alliance Fund Complex"), contemplating that each
Director will invest specified minimum amounts and (in most cases) an overall
total of at least $150,000 in shares of investment companies within the
Alliance Fund Complex (including the Funds).
During their respective fiscal years ended in 1998, the Boards of Directors
of ACM III and AMA met six times, ACM I, II and VIII met seven times, ACM IV,
V, VIII and AWDGF met eight times and AWDGF II met nine times. The Audit
Committee of each Fund meets during the fiscal year for the purposes described
below in Proposal Two. The Audit Committees of ACM I, II, III, VIII and AWDGF
II met once during each Fund's most recently completed respective fiscal year.
The Audit Committees of ACM IV, V, VII, AWDGF and AMA met twice during each
Fund's most recently completed respective fiscal year. The Nominating Committee
of each Fund did not meet during each Fund's respective fiscal year ended in
1998. The Nominating Committees do not currently consider candidates proposed
by stockholders for election as Directors.
A Fund does not pay any fees to, or reimburse expenses of, its Directors who
are considered "interested persons" of the Fund. The aggregate compensation
paid by each Fund to each of its Directors during its respective fiscal year
ended in 1998, the aggregate compensation paid to each of the Directors during
calendar year 1998 by all of the investment companies in the Alliance Fund
Complex, and the total number of investment companies (and separate investment
portfolios within those companies) in the Alliance Fund Complex with respect to
which each of the Directors serves as a director or trustee are set forth
below. Neither the Funds 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.
6
<PAGE>
<TABLE>
<CAPTION>
Total Number Total Number of
of Investment Investment Portfolios
Companies in the within the
Alliance Fund Alliance Fund
Aggregate Complex, Including Complex, Including
Compensation Total Compensation the Funds, the Funds,
from Each Fund from the Alliance Fund as to which the as to which the
During its Fiscal Complex, Including Director is a Director Director is a Director
Name of Director Year Ended in 1998 the Funds, During 1998 or a Trustee or Trustee
---------------- ------------------ ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
John D. Carifa $0 $0 50 114
Ruth Block $3,887 ACM I $180,763 37 77
$3,887 ACM II
$3,851 ACM III
$4,541 ACM IV
$4,541 ACM V
$4,669 ACM VII
$4,170 ACM VIII
$4,565 AWDGF
$5,198 AWDGF II
$4,376 AMA
David H. Dievler $3,888 ACM I $216,288 43 80
$3,888 ACM II
$3,851 ACM III
$4,541 ACM IV
$4,541 ACM V
$4,669 ACM VII
$4,170 ACM VIII
$4,565 AWDGF
$5,202 AWDGF II
$4,376 AMA
John H. Dobkin $3,854 ACM I $185,363 41 91
$3,854 ACM II
$3,854 ACM III
$2,953 ACM IV
$2,953 ACM V
$3,854 ACM VII
$4,173 ACM VIII
$4,568 AWDGF
$5,200 AWDGF II
$4,379 AMA
William H. Foulk, Jr. $3,884 ACM I $241,003 45 109
$3,884 ACM II
$3,848 ACM III
$2,947 ACM IV
$2,947 ACM V
$3,848 ACM VII
$4,167 ACM VIII
$4,562 AWDGF
$5,208 AWDGF II
$4,873 AMA
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Total Number Total Number of
of Investment Investment Portfolios
Companies in the within the
Alliance Fund Alliance Fund
Aggregate Complex, Including Complex, Including
Compensation Total Compensation the Funds, the Funds,
from Each Fund from the Alliance Fund as to which the as to which the
During its Fiscal Complex, Including Director is a Director Director is a Director
Name of Director Year Ended in 1998 the Funds, During 1998 or a Trustee or Trustee
---------------- ------------------ ---------------------- ---------------------- ----------------------
<S> <C> <C> <C> <C>
Dr. James M. Hester $3,891 ACM I $172,913 37 74
$3,891 ACM II
$3,854 ACM III
$4,544 ACM IV
$5,317 ACM V
$4,672 ACM VII
$4,173 ACM VIII
$4,568 AWDGF
$5,188 AWDGF II
$4,879 AMA
Clifford L. Michel $3,891 ACM I $187,763 38 90
$3,891 ACM II
$3,854 ACM III
$4,544 ACM IV
$5,317 ACM V
$4,672 ACM VII
$4,173 ACM VIII
$4,568 AWDGF
$5,188 AWDGF II
$4,379 AMA
Donald J. Robinson $3,887 ACM I $193,709 41 103
$3,887 ACM II
$3,851 ACM III
$4,541 ACM IV
$5,314 ACM V
$4,669 ACM VII
$4,170 ACM VIII
$4,565 AWDGF
$5,172 AWDGF II
$4,376 AMA
Robert C. White $8,500 ACM I $83,000 10 10
$8,500 ACM II
$8,000 ACM III
$9,833 ACM IV
$9,833 ACM V
$9,833 ACM VII
$8,500 ACM VIII
$9,750 AWDGF
$11,746 AWDGF II
$8,500 AMA
</TABLE>
8
<PAGE>
As of December 31, 1998, each of the Directors of each Fund owned less than
1% of the outstanding shares of any class of capital stock of such Fund and
the Directors and officers of each Fund as a group owned less than 1% of the
shares of capital stock of each such Fund. During each Fund's most recently
completed fiscal year, none of the Funds' Directors engaged in a purchase or
sale of the securities of the Adviser or any of its parents or subsidiaries.
THE BOARDS OF DIRECTORS RECOMMEND THAT THE STOCKHOLDERS OF EACH FUND VOTE
FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF THEIR
FUND.
PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS AND INDEPENDENT ACCOUNTANTS
The Boards of Directors of ACM I, ACM II, ACM III, ACM IV, ACM V, ACM VII,
ACM VIII, AWDGF and AWDGF II recommend that the stockholders of each Fund
ratify the selection of Ernst & Young LLP, independent auditors, to audit the
accounts of each such Fund for the fiscal year ending March 31, 1999 (AWDGF
II), July 31, 1999 (ACM IV), August 31, 1999 (ACM V), September 30, 1999 (ACM
VIII), October 31, 1999 (ACM VII and AWDGF), and December 31, 1999 (ACM I, II
and III). In addition, the Board of Directors of AMA recommends that the
stockholders of the Fund ratify the selection of PricewaterhouseCoopers LLP,
independent accountants, to audit the accounts of the Fund for the fiscal year
ending September 30, 1999. The selection of both Ernst & Young LLP and
PricewaterhouseCoopers LLP was approved by the vote, cast in person, of a
majority of the Directors of each Fund, including a majority of the Directors
who are not "interested persons" of each Fund, as defined in the Act, at
meetings held on October 14, 1998. With respect to each Fund, the affirmative
vote of a majority of the votes cast at the Meeting is required to ratify such
selection. Ernst & Young LLP has audited the accounts of ACM I, II, III, IV,
VII, VIII, AWDGF and AWDGF II since the commencement of each Fund's
operations, and of ACM V since its fiscal year ending August 31, 1990, and
does not have any direct financial interest or any material indirect financial
interest in any of the Funds. PricewaterhouseCoopers LLP has audited the
accounts of AMA since the Fund's commencement of operations and does not have
any direct financial interest or any material indirect financial interest in
the Fund.
Representatives of Ernst & Young LLP and PricewaterhouseCoopers LLP are
expected to attend the Meeting and to have the opportunity to make statements
and respond to appropriate questions from the stockholders. The Audit
Committee of the Board of Directors of each Fund normally meets twice during
each full fiscal year with representatives of the independent auditors to
discuss the scope of their engagement and review the financial statements of
such Fund and the results of their examination thereof.
THE BOARDS OF DIRECTORS OF ACM I, ACM II, ACM III, ACM IV, ACM V, ACM VII,
ACM VIII, AWDGF AND AWDGF II RECOMMEND THAT THE STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF
THEIR FUND. THE BOARD OF DIRECTORS OF AMA RECOMMENDS THAT THE STOCKHOLDERS OF
THAT FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF PRICEWATERHOUSECOOPERS
LLP AS INDEPENDENT ACCOUNTANTS OF THAT FUND.
9
<PAGE>
OTHER MATTERS
Management of each Fund does not know of any matters to be presented at the
Meeting other than those mentioned in this Proxy Statement. If any other
matters properly come before the Meeting, the shares represented by proxies
will be voted with respect thereto in accordance with the best judgment of the
person or persons voting the proxies.
According to information filed with the Securities and Exchange Commission,
as of June 5, 1998, Aon Corporation, Aon Advisors, Inc. and Combined Insurance
Company of America beneficially owned an aggregate of 3,568,000 shares, or
27.3%, of the outstanding common stock of ACM VI.
INFORMATION AS TO PRINCIPAL OFFICERS, THE
INVESTMENT ADVISER AND
THE ADMINISTRATORS OF THE FUNDS
The principal officers of the Funds, their ages and their principal
occupations during the past five years are set forth below. Each of the
officers listed below currently serves as an officer of one or more of the
other registered investment companies sponsored by the Adviser.
John D. Carifa, Director and Chairman of each Fund and President of ACM IV,
V, VII and AMA. (See Proposal One, "Election of Directors," at page 4 for
biographical information).
Wayne D. Lyski, 57, President of ACM I, II, III, VIII, AWDGF and AWDGF II,
and Senior Vice President of ACM IV, V and VII, is an Executive Vice President
of ACMC, with which he has been associated since prior to 1994.
Kathleen A. Corbet, 38, Senior Vice President of each Fund, is an Executive
Vice President of ACMC, with which she has been associated since prior to
1994.
Bruce W. Calvert, 52, Senior Vice President of ACM IV, is a Director, Vice
Chairman and Chief Executive Officer, and Chief Investment Officer of ACMC,
with which he has been associated since prior to 1994.
Alfred Harrison, 61, Senior Vice President of AMA, is a Vice Chairman of the
Board of ACMC, with which he has been associated since prior to 1994.
Susan P. Keenan, 41, Senior Vice President of ACM VII, is a Senior Vice
President of ACMC, with which she has been associated since prior to 1994.
Peter W. Adams, 60, Vice President of AMA, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1994.
Thomas J. Bardong, 53, Vice President of ACM IV and AMA, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1994.
Paul J. DeNoon, 36, Vice President of ACM I, II, III, IV, V, VIII, AWDGF and
AWDGF II, is a Vice President of ACMC, with which he has been associated since
prior to 1994.
David M. Dowden, 33, Vice President of ACM VII, is a Vice President of ACMC,
with which he has been associated since prior to 1994.
Vicki L. Fuller, 41, Vice President of ACM VIII, AWDGF and AWDGF II, is a
Senior Vice President of ACMC, with which she has been associated since prior
to 1994.
John A. Koltes, 54, Vice President of AMA, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1994.
10
<PAGE>
Michael J. Reilly, 34, Vice President of AMA, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1994.
Wayne C. Tappe, 35, Vice President of ACM V, VIII and AWDGF II, is a Senior
Vice President of ACMC, with which he has been associated since prior to 1994.
Christian G. Wilson, 30, Vice President of ACM I, II, III, IV and V, is a
Vice President of ACMC, with which he has been associated since prior to 1994.
Mark D. Gersten, 48, Treasurer and Chief Financial Officer of each Fund, is
a Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he
has been associated since prior to 1994.
Edmund P. Bergan, Jr., 48, Secretary of each Fund, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors, Inc. and AFS,
with which he has been associated since prior to 1994.
Each Fund's investment adviser is Alliance Capital Management L.P., with
principal offices at 1345 Avenue of the Americas, New York, New York 10105.
The administrator for ACM I, II and III is Mitchell Hutchins Asset Management
Inc., with principal offices at 1285 Avenue of the Americas, New York, New
York 10019. The administrator for ACM IV, ACM VII, AWDGF, AWDGF II and AMA is
Alliance Capital Management L.P., with principal offices at 1345 Avenue of the
Americas, New York, New York 10105. Prudential Investments Fund Management
LLC, with principal offices at Gateway Center 3, Newark, New Jersey 07102,
serves as sub-administrator for ACM VII. The administrator for ACM V and ACM
VIII is Princeton Administrators, L.P., with principal offices at 500 College
Road East, Princeton, New Jersey 08540.
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 require that the Directors and officers of each Fund and
the Directors of ACMC, among others, file with the Securities and Exchange
Commission and the New York Stock Exchange initial reports of ownership and
reports of changes in ownership of shares of the Funds. For each Fund's
respective fiscal year ending in 1998, 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 a Fund must be received by the Fund by September
27, 1999 for inclusion in such Fund's proxy statement and proxy card 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 federal
securities laws.
The persons named as proxies for the 2000 Annual Meeting of Stockholders
will have discretionary authority to vote the proxies on any matter presented
by a stockholder for action at that meeting unless the Fund receives notice of
the matter by December 13, 1999, in which case these persons will not have
discretionary authority except as provided in the Securities and Exchange
Commission's rules governing stockholder proposals.
11
<PAGE>
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom this Proxy Statement is delivered
with a copy of the Fund's latest annual report to stockholders and, if
applicable, such Fund's subsequent semi-annual report to stockholders, upon
request and without charge. To request a copy, please call AFS at (800) 227-
4618 or write Edmund P. Bergan, Jr. at Alliance Capital Management L.P., 1345
Avenue of the Americas, New York, New York 10105.
By Order of the Boards of Directors,
Edmund P. Bergan, Jr.
Secretary
January 25, 1999
New York, New York
12
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS Page
- -------------------------------------------------------------------------------
<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 3
Proposal Two: Ratification of Selection of Independent Auditors and
Independent Accountants.................................................. 9
Other Matters............................................................. 10
Information as to Principal Officers, the Investment Adviser and the
Administrators of the Funds.............................................. 10
Submission of Proposals for the Next Annual Meeting of Stockholders....... 11
Reports to Stockholders................................................... 12
</TABLE>
ACM-PS-99 ACM Joint Proxy Statement
ACM Government Income Fund, Inc.
ACM Government Securities Fund, Inc.
ACM Government Spectrum Fund, Inc.
ACM Government Opportunity Fund, Inc.
ACM Managed Income Fund, Inc.
ACM Municipal Securities Income Fund, Inc.
ACM Managed Dollar Income Fund, Inc.
Alliance World Dollar Government Fund, Inc.
Alliance World Dollar Government Fund II, Inc.
Alliance All-Market Advantage Fund, Inc.
- -------------------------------------------------------------------------------
(LOGO OF ALLIANCE CAPITAL APPEARS HERE)
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT MARCH 9,
1999
<PAGE>
ACM GOVERNMENT SECURITIES FUND, INC.
Instructions to the Stockholders of ACM Government Securities
Fund, Inc. (the "Corporation") in connection with the Annual
Meeting of Stockholders to be held on March 9, 1999.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints each of Ms. Carol H. Rappa and/or
Mr. Domenick Pugliese as proxies, each with the power to appoint
his or her substitute, and authorizes each of them to represent
and to vote, as designated on the reverse hereof, all shares of
the Common Stock of the Corporation registered in the name of the
undersigned at the Annual Meeting of Stockholders of the
Corporation to be held at 11:00 a.m., Eastern Standard Time, on
Tuesday, March 9, 1999 at the offices of the Corporation, 1345
Avenue of the Americas, 41st floor, New York, New York 10105, and
at all adjournments thereof. The undersigned hereby acknowledges
receipt of the Notice of Meeting and accompanying Proxy Statement
and hereby instructs said proxies to vote said shares as
indicated hereon.
This proxy, if properly executed, will be voted in the manner
directed by the undersigned. If no direction is made, this proxy
will be voted FOR the election of the nominees as Directors and
FOR any proposal for which no choice is indicated.
PLEASE REFER TO THE PROXY STATEMENT FOR
A DISCUSSION OF EACH OF THE PROPOSALS.
PLEASE VOTE, DATE AND SIGN ON REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
_________________________________________________________________
Please sign this Proxy exactly as your name(s) appear(s) on the
books of the Corporation. 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.
________________________________________________________________
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
___________________________ ___________________________
___________________________ ___________________________
___________________________ ___________________________
<PAGE>
/ X / PLEASE MARK VOTES
AS IN THIS EXAMPLE
_____________________________________
ACM GOVERNMENT SECURITIES FUND, INC.
_________________________________
Mark box at right if an address change or
comment has been noted on the reverse side of
this card. / /
1. Election of Directors.
FOR ALL WITH- FOR ALL
NOMINEES HELD EXCEPT
Class Two Nominees (terms expire
in 2002):
David H. Dievler / / / / / /
Williams H. Foulk, Jr.
Dr. James M. Hester
INSTRUCTION: To withhold authority to vote from any
individual nominee, mark the "For All Except" box and strike
a line through the name(s) of the nominee(s) in the list
above.
FOR AGAINST ABSTAIN
2. Ratification of the election of / / / / / /
Ernst & Young LLP as the
independent auditors for the
Corporation for the fiscal year
ending December 31, 1999.
3. In their discretion, upon such
other matters that may properly
come before the meeting or any
adjournments thereof, as
described in the proxy
statement.
Please be sure to sign and date this Proxy.
Date:
Stockholder sign here _______________________
Co-owner sign here __________________________
RECORD DATE SHARES:
2
00250209.AE4
