<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 Spectrum 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>
ALLIANCE CAPITAL [LOGO](R) 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.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
JULY 10, 1997
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") and ACM Municipal Securities Income Fund,
Inc. ("ACM VII"):
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM I, ACM II, ACM III, ACM IV, ACM V and ACM VII (individually,
a "Fund" and collectively, the "Funds") will be held at the offices of the
Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New York 10105, on
Thursday July 10, 1997 at 11:00 a.m., for the following purposes, all of which
are more fully described in the accompanying Proxy Statement dated May 28,
1997:
1. To elect four Directors of each of ACM I, II, III, IV, V and VII, three
such Directors to hold office for a term of three years and one of whom to
hold office for a term of one year and, in each case, until his or her
successor is duly elected and qualified;
2. To ratify the selection of Ernst & Young LLP as independent auditors of
each Fund for its respective fiscal year ending in 1997;
3. With respect to ACM VII only, to approve a proposal to split each share
of the Fund's Preferred Stock Series A, Series B and Series C into two shares
and thus reduce each such share's liquidation preference, as provided in the
Fund's Charter, from $50,000 to $25,000; and
4. 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 May
16, 1997 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
May 28, 1997
- -------------------------------------------------------------------------------
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.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
JULY 10, 1997
----------------
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") and ACM
Municipal Securities Income Fund, Inc. ("ACM VII"), 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, 33rd Floor, New York, New York 10105, on Thursday, July 10, 1997 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 May 30, 1997.
The Board of Directors of each Fund has fixed the close of business on May
16, 1997 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 May 16, 1997 consisted,
respectively, of 57,498,107 shares of common stock of ACM I, 77,850,706 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, 21,845,066 shares of common stock
and 950 shares of Remarketed Preferred Shares, Series A (the "ACM V Preferred
Stock") of ACM V and 10,623,282 shares of common stock and 600 shares of each
of Preferred Stock of Series A, Series B and Series C (the "ACM VII Preferred
Stock") of ACM VII, each share being entitled to one vote.
Except as provided in the remainder of this paragraph, 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. With respect to the election of Directors for ACM V and ACM
VII, the holders of ACM V Preferred Stock and ACM VII Preferred Stock voting
separately as a class, will 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
1
<PAGE>
common stock do not have the right, with respect to each of their respective
Funds, to vote with respect to the election of such two Directors. The two
Directors that have been designated as representing the holders of ACM V
Preferred Stock and ACM VII Preferred Stock are for each Fund, Ruth Block and
Robert C. White (see "Proposal One--Election of Directors," below). In
addition, with respect to ACM VII, at the Meeting the holders of each series
of ACM VII Preferred Stock will vote both together with the holders of ACM VII
common stock as a single class and also separately by series with respect to
Proposal Three.
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 four Directors of ACM I,
II, III, IV, V and VII, for the ratification of Ernst & Young LLP as the
Funds' independent auditors for each of their respective fiscal years ending
in 1997 and, with respect to ACM VII, for the proposal relating to the ACM VII
preferred stock split. 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.
The Meeting is scheduled as a joint meeting of the respective stockholders
of the Funds because the stockholders of all the Funds are, with the exception
of Proposal Three, to consider and vote on identical 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 by July 10, 1997,
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, and further solicitation of proxies with respect
to such proposal may be made. 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 fee of
$3,000 from each Fund for its services, plus reimbursement of out-of-pocket
expenses.
2
<PAGE>
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, three Directors of each Fund will be elected to serve for
terms of three years and one Director of each Fund will be elected to serve a
term of one year, and in each case, 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 Classes One and Three 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 of Class Three will expire
as of the Meeting, the term of office of the members of Class One will expire
as of the annual meeting of stockholders to be held in 1998 and the term of
office of the members of Class Two will expire as of the annual meeting of
stockholders to be held in 1999. 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. For each Fund, Ruth Block, John D. Carifa and Robert C. White
are the members constituting Class Three; James R. Greene, Clifford L. Michel
and Donald J. Robinson are the members constituting Class One; and David H.
Dievler and James M. Hester are the members constituting Class Two.
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, the three Directors in Class Three of each Fund, Messrs.
John D. Carifa and Robert C. White and Ms. Ruth Block, are standing for re-
election. In addition, Mr. Donald J. Robinson, who was elected by the Boards
of Directors of the Funds on September 11, 1996 as a member of Class One, will
also stand for election by stockholders as a member of Class One. 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.
3
<PAGE>
Certain information concerning each Fund's Directors is set forth below.
WITH RESPECT TO EACH FUND, ONLY CLASS THREE DIRECTORS AND MR. ROBINSON, A
CLASS ONE DIRECTOR, 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 MAY 16, 1997
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
*John D. Carifa, ACM I and II--1987 2000*** 2,000ACM I
Chairman of the Board, ACM III, IV and V--1988 (Class Three)
52. President, Chief ACM VII--1994
Operating Officer and a
Director of Alliance
Capital Management
Corporation ("ACMC").
**+Ruth Block, Director, ACM I and II--1987 2000***
66.
++Formerly an ACM III, IV and V--1988 (Class Three) 4,540 ACM V
Executive Vice ACM VII--1994
President and Chief
Insurance Officer of
The Equitable Life
Assurance Society of
the United States. She
is a Director of
Ecolab Incorporated
(specialty chemicals)
and Amoco Corporation
(oil and gas).
**++David H. Dievler, ACM I and II--1987 1999 200 ACM I
Director, 67. ACM III, IV and V--1988 (Class Two) 1,200ACM II
Independent ACM VII--1994 1,000ACM III
Consultant. Formerly 200 ACM IV
a Senior Vice
President of ACMC and
Chairman of the
Boards of the Funds
until 1994.
**++James R. Greene, ACM I and II--1987 1998 495 ACM I
Director, 75. ACM III and IV--1988 (Class One) 705 ACM IV
Independent financial ACM V--1989 1,110ACM V
consultant. He is a ACM VII--1994
Director of Bank
Leumi Trust Co.
(commercial bank),
Buck Engineering
Company
(manufacturing) and
Beverly Enterprises
(nursing homes). He
is also a consultant
to a number of
international
corporations.
</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 the
each of the Funds' investment adviser, Alliance Capital Management L.P.
(the "Adviser").
**Member of the Audit Committee.
***If re-elected at the Meeting.
+With respect to ACM V and ACM VII, elected solely by the holders of the
ACM V and ACM VII Preferred Stock, respectively, each voting as a class.
++Member of the Nominating Committee.
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 MAY 16, 1997
----------------------- ---------- ----------- -----------------
<S> <C> <C> <C>
**++James M. Hester, ACM I and II--1987 1999 725 ACM I
Director, 73. ACM III, IV and V--1988 (Class Two) 700 ACM II
President of The ACM VII--1994 815 ACM IV
Harry Frank 700 ACM V
Guggenheim
Foundation. He was
formerly President of
New York University
and The New York
Botanical Garden and
Rector of The United
Nations University.
He was formerly a
Director of Union
Carbide Corporation.
**++Donald J. Robinson, ACM I-IV--1996 1998+++ 2,150ACM V
Director, 62. Senior ACM V--1996 (Class One)
Partner of the law ACM VII--1996
firm of Orrick,
Herrington &
Sutcliffe from July
1987 to December
1994; Member of the
Executive Committee
of the firm from
January 1989 to
December 1994; Senior
Counsel of the firm
since January 1995.
Trustee of the Museum
of the City of New
York from 1977 to
1995.
**++Clifford L. Michel, ACM I and II--1987 1998 1,000ACM I
Director, 57. Partner ACM III, IV and V--1988 (Class One) 1,000ACM II
of the law firm of ACM VII--1994 1,000ACM III
Cahill Gordon & 1,000ACM IV
Reindel. He is Chief 1,000ACM V
Executive Officer of 1,000ACM VII
Wenonah Development
Company (investments)
and a Director of
Placer Dome, Inc.
(mining).
**+Robert C. White, ACM I and II--1987 2000*** 700 ACM I
Director, 76. He was ACM III, IV and V--1988 (Class Three) 600 ACM II
formerly Assistant ACM VII--1994 800 ACM III
Treasurer of Ford 600 ACM V
Motor Company and,
until
September 30, 1994, a
Vice President and
Chief Financial
Officer of the Howard
Hughes Medical
Institute.
</TABLE>
- --------
**Member of the Audit Committee.
***If re-elected at the Meeting.
+With respect to ACM V and ACM VII, elected solely by the holders of the ACM
V and ACM VII Preferred Stock, respectively, each voting as a class.
++Member of the Nominating Committee.
+++If elected at the Meeting.
5
<PAGE>
Alliance has instituted a policy applicable to all funds in the Alliance Fund
Complex contemplating that each Director of one or more such Funds will invest
a specified minimum total amount of as much as $150,000 in shares of funds in
the Alliance Fund Complex on whose boards they serve, including, for Directors
of the Funds, a total of at least $20,000 in shares of any one or more of the
Funds. All Directors of the Funds are in compliance with this policy.
During their respective fiscal years ended in 1996, the Boards of Directors
of ACM I, II, III, IV, V and VII each met five 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, IV, V and VII each met
twice during their respective fiscal years. The Nominating Committee of each
Fund, which met once during such fiscal year, was constituted for the purpose
of selecting and nominating person(s) to fill any vacancies on the Board of
Directors. 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 its Directors during its fiscal year ended in 1996, the
aggregate compensation paid to each of the Directors during calendar year 1996
by all of the registered investment companies to which the Adviser provides
investment advisory services, including the Funds (collectively, the "Alliance
Fund Complex") and the total number of funds 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 fund 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 OF FUNDS IN
TOTAL COMPENSATION THE ALLIANCE FUND COMPLEX,
AGGREGATE FROM THE ALLIANCE FUND INCLUDING THE FUNDS, AS
NAME OF DIRECTOR COMPENSATION COMPLEX, INCLUDING TO WHICH A DIRECTOR IS
OF THE FUND FROM EACH FUND THE FUNDS A DIRECTOR OR TRUSTEE
---------------- -------------- ---------------------- --------------------------
<S> <C> <C> <C>
John D. Carifa $0 $0 50
Ruth Block $3,259 ACM I $157,500 37
$3,259 ACM II
$3,259 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,359 ACM VII
David H. Dievler $3,259 ACM I $182,000 43
$3,259 ACM II
$3,259 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,859 ACM VII
James R. Greene $7,375 ACM I $ 63,000 11
$7,375 ACM II
$7,375 ACM III
$7,091 ACM IV
$7,091 ACM V
$7,966 ACM VII
James M. Hester $3,259 ACM I $148,500 38
$3,259 ACM II
$3,259 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,359 ACM VII
Clifford L. Michel $2,986 ACM I $148,068 38
$2,986 ACM II
$2,986 ACM III
$3,192 ACM IV
$3,182 ACM V
$3,859 ACM VII
Donald J. Robinson $1,046 ACM I $137,250 38
$1,046 ACM II
$1,046 ACM III
$ -0- ACM IV
$ -0- ACM V
$ 273 ACM VII
Robert C. White $3,259 ACM I $130,750 11
$3,259 ACM II
$3,259 ACM III
$3,204 ACM IV
$3,194 ACM V
$3,371 ACM VII
</TABLE>
7
<PAGE>
As of May 16, 1997, each of the Directors of a Fund owned less than 1% of
the outstanding shares of any class of capital stock of the Fund and the
Directors and officers of each Fund as a group owned less than 1% of the
shares of capital stock of 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 BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF EACH
FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF
THE FUND.
8
<PAGE>
PROPOSAL TWO
RATIFICATION OF SELECTION OF
INDEPENDENT AUDITORS OF THE FUNDS
The Board of Directors of each Fund recommends that the stockholders of the
Fund ratify the selection of Ernst & Young LLP, independent auditors, to audit
the accounts of each such Fund for the fiscal year ending December 31, 1997
(ACM I, II, III), July 31, 1997 (ACM IV), August 31, 1997 (ACM V) and October
31, 1997 (ACM VII). Their selection 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 December 18, 1996 for ACM I, II and III, June 5, 1996
for ACM IV and V and September 11, 1996 for ACM VII. 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 and VII 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.
A representative of Ernst & Young LLP is expected to attend the Meeting and
to have the opportunity to make a statement and respond to appropriate
questions from the stockholders. The Audit Committee of the Board of Directors
of each Fund 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 BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF EACH
FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE FUND.
PROPOSAL THREE
APPROVAL OF SPLIT OF ACM VII PREFERRED STOCK
SERIES A, SERIES B AND SERIES C
With respect to ACM VII, stockholders are being asked to vote on a proposal
to split each share of the Preferred Stock Series A, Series B and Series C
into two shares and thus reduce each share's liquidation preference, as
provided in the Fund's Charter, from $50,000 to $25,000. Therefore, there will
be no economic effect to the stockholder's of the Fund's Preferred Stock.
The Adviser believes that splitting each share of ACM VII Preferred Stock
and reducing the liquidation preference will increase the liquidity and
marketability of those shares as well as provide a more convenient size for
purchases, and the Board of Directors and the Adviser thus believe that the
Proposal is in the best interests of the Fund and its stockholders.
Both an affirmative vote of an absolute majority of each series of the ACM
VII Preferred Stock and an affirmative vote of an absolute majority of such
Preferred Stock and common stock, voting together as a single class, is
necessary to approve the proposed stock split.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE SPLIT
OF THE ACM VII PREFERRED STOCK.
9
<PAGE>
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 and VII. (See Proposal One, "Election of Directors," at page 4 for
biographical information).
Kathleen A. Corbet, 37, Senior Vice President of each Fund, is an Executive
Vice President of ACMC, with which she has been associated with since July
1993. Prior thereto, she was employed by Equitable Capital since prior to
1992.
Wayne D. Lyski, 55, President of ACM I, II and III, and Senior Vice
President of ACM IV and V, is an Executive Vice President of ACMC, with which
he has been associated since prior to 1992.
Bruce W. Calvert, 50, Senior Vice President of ACM IV, is a Director, Vice
Chairman and Chief Investment Officer of ACMC, with which he has been
associated since prior to 1992.
Susan P. Keenan, 40, Senior Vice President of ACM VII, is a Senior Vice
President of ACMC, with which she has been associated since prior to 1992.
Thomas M. Perkins, 52, Senior Vice President of ACM IV, is a Senior Vice
President of ACMC, with which he has been associated since prior to 1992.
Paul J. DeNoon, 35, Vice President of ACM I, II, III, IV and V, is a Vice
President of ACMC, with which he has been associated since 1992. Previously,
he was a Vice President at Manufacturers Hanover Trust.
David M. Dowden, 31, Vice President of ACM VII, is an Assistant Vice
President of ACMC, with which he has been associated since 1993. Previously,
he was an analyst in the Municipal Strategy Group at Merrill Lynch Capital
Markets.
Thomas Bardong, 52, Vice President of ACM IV, is a Senior Vice President of
ACMC, with which he has been associated since prior to 1992.
Christian Wilson, 29, Assistant Vice President of ACM I, II, III, IV and V,
is a Vice President of ACMC with which he has been associated with since prior
to 1992.
Mark D. Gersten, 46, 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 1992.
Edmund P. Bergan, Jr., 47, 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 1992.
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,
10
<PAGE>
New York 10019. The administrator for ACM IV and VII is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105. Prudential Mutual 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 is Princeton
Administrators, Inc., with principal offices at 800 Scudder Mill Road,
Plainsboro, New Jersey 08536.
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. During 1997, two
reports of changes in beneficial ownership on Form 4 were inadvertently filed
late by Alliance on behalf of Ms. Ruth Block, a Director of each of the Funds.
The reports related to three transactions. During 1997, reports of initial
statements of beneficial ownership of securities on Form 3 were inadvertently
filed late by Alliance on behalf of the following officers--Thomas J.
Bardong--ACM IV; Daniel V. Panker--ACM IV; Paul J. DeNoon--ACM II and IV;
Susan Peterson--ACM III; Wayne C. Tappe--ACM V; David M. Dowden--ACM VII;
Wayne D. Lyski--ACM VII; Terrance T. Hults--ACM VII; Thomas M. Perkins--ACM IV
and Kathleen A. Corbert--ACM I, ACM II, ACM III, ACM IV, ACM V and ACM VII.
The reports did not relate to any transactions.
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 each Fund must be received by the Fund by January
28, 1998 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 the federal
securities laws.
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.
REPORTS TO STOCKHOLDERS
A Fund will furnish each person to whom the 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 at
(800) 227-4618 or contact Karen Cheng 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
May 28, 1997 New York, New York
11
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
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<S> <C>
Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 3
Proposal Two: Ratification of Selection of Independent Auditors of the
Funds.................................................................... 9
Proposal Three: Approval of Split of ACM VII Preferred Stock Series A,
Series B and Series C.................................................... 9
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
Other Matters............................................................. 11
Reports to Stockholders................................................... 11
</TABLE>
ACM GOVERNMENT INCOME FUND, INC.
ACM GOVERNMENT SECURITIES FUND, INC.
ACM GOVERNMENT SPECTRUM FUND, INC.
ACM GOVERNMENT OPPORTUNITY FUND, INC.
ACM MANAGED INCOMEFUND, INC.
ACM MUNICIPAL SECURITIES INCOME FUND, INC.
- -------------------------------------------------------------------------------
ALLIANCE CAPITAL [LOGO](R)
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT JULY 10,
1997
<PAGE>
APPENDIX
PROXY PROXY
ACM GOVERNMENT SPECTRUM FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF ACM GOVERNMENT SPECTRUM
FUND, INC. (the "Corporation") IN CONNECTION WITH THE ANNUAL
MEETING OF STOCKHOLDERS TO BE HELD ON JULY 10, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby instructs Domenick Pugliese and/or
Carol H. Rappa to vote 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 Daylight Time, on July 10, 1997 at the
offices of the Corporation, 1345 Avenue of the Americas, 33rd
Floor, New York, New York, 10105, and at all adjournments
thereof. The undersigned hereby acknowledges receipt of the
Notice of Meeting and accompanying Proxy Statement and hereby
instructs said proxies to vote said shares as indicated hereon.
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 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 OTHER SIDE AND
RETURN PROMPTLY IN 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
1. Election of Directors. For All
For Withhold Except
/ / / / / /
Class Three Nominees (term expires in 2000)
RUTH BLOCK
JOHN D. CARIFA
ROBERT C. WHITE
Class One Nominee (term expires in 1998)
DONALD J. ROBINSON
INSTRUCTION: To withhold authority to vote for any
individual nominee, mark the "For All Except" box and strike
a line through the name(s) of the nominee(s).
2. Ratification of the
selection of Ernst & For Against Abstain
Young LLP as the / / / / / /
independent auditors
for the Corporation
for the fiscal year
ending December 31, 1997.
3. In their discretion on For Against Abstain
all such other matters / / / / / /
that may properly come
before the meeting or
any adjournments thereof.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
Mark box at right if comments or address change / /
have been noted on the reverse side of the card.
RECORD DATE SHARES:
00250032.AI9
