<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
Alliance World Dollar Government 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):
- ----------------------------------------------------------------
<PAGE>
(4) Proposed maximum aggregate value of transaction:
- ----------------------------------------------------------------
(5) Total fee paid:
- ----------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided
by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its
filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
<PAGE>
<PAGE>
[LOGO OF ALLIANCE ACM MANAGED DOLLAR INCOME FUND, INC.
CAPITAL APPEARS HERE] ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
- -------------------------------------------------------------------------------
1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 31, 1998
To the Stockholders of ACM Managed Dollar Income Fund, Inc., Alliance World
Dollar Government Fund, Inc. and Alliance World Dollar Government Fund II,
Inc.:
Notice is hereby given that a Joint Annual Meeting of Stockholders (the
"Meeting") of ACM Managed Dollar Income Fund, Inc., Alliance World Dollar
Government Fund, Inc. and Alliance World Dollar Government Fund II, Inc.
(individually, a "Fund", and together, the "Funds") will be held at the
offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New York, New
York 10105, on Tuesday, March 31, 1998 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated February 9, 1998:
1. To elect three Directors of each Fund, each such Director to hold
office for a term of three years and until his 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 1998;
3. With respect to Alliance World Dollar Government Fund, Inc., to
approve an amendment to the fundamental investment policy of that Fund
regarding investments in sovereign debt obligations; 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
January 13, 1998 as the record date for the determination of stockholders
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
February 9, 1998
- -------------------------------------------------------------------------------
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 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 MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
----------------
JOINT ANNUAL MEETING OF STOCKHOLDERS
MARCH 31, 1998
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the respective Boards of Directors of ACM Managed Dollar
Income Fund, Inc. ("Managed Dollar"), Alliance World Dollar Government Fund,
Inc. ("World Dollar") and Alliance World Dollar Government Fund II, Inc.
("World Dollar II"), each of which is a Maryland corporation (individually, a
"Fund", and together, 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
Tuesday, March 31, 1998 at 11:00 a.m. The solicitation will be by mail and the
cost for each Fund will be borne by that Fund. The Notice for this Meeting,
this Proxy Statement and the accompanying Proxy Card of each Fund are being
mailed to stockholders on or about February 9, 1998.
The Board of Directors of each Fund has fixed the close of business on
January 13, 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 then consisted,
respectively, of 21,243,756 shares of common stock of Managed Dollar,
7,618,664 shares of common stock of World Dollar and 71,980,285 shares of
common stock of World Dollar II, each share being entitled to one vote. 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 will be voted for the election of three Directors of each Fund, for
ratification of the selection of Ernst & Young LLP as the Funds' independent
auditors for each of their respective fiscal years ending in 1998 and, as
regards World Dollar, for approval of the amendment to a fundamental
investment policy of World Dollar. 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 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
that proposal is approved by the stockholders of the other Fund.
<PAGE>
If a proxy properly executed is returned accompanied by 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 discretionary power to vote), the shares represented thereby,
with respect to matters to be determined by a plurality or specified majority
of the votes cast on such matters (i.e., Proposals One and Two), will be
considered present for purposes of determining the existence of a quorum for
the transaction of business but, not being cast, will have no effect on the
outcome of such matters. For World Dollar, with respect to Proposal Three, the
adoption of which requires the affirmative vote of a specified proportion of
the total shares outstanding, an abstention or broker non-vote will be
considered present for purposes of determining the existence of a quorum but
will have the effect of a vote against that matter. For World Dollar, Proposal
Three is a matter with respect to which brokers and nominees do not have
discretionary power to vote.
A quorum for each Fund for the Meeting will consist of a majority of the
shares outstanding. In the event that a quorum is not represented at the
Meeting 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 are not
received prior to the meeting, 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 in order to
permit further solicitation of proxies with respect to such proposal. The
Meeting may be adjourned for each Fund with respect to fewer than all the
proposals in the 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
a proposal will be voted against adjournment as to that proposal.
PROPOSAL ONE
ELECTION OF DIRECTORS
Pursuant to the respective Articles of Incorporation and By-laws of the
Funds, the Board of Directors of each Fund has been divided into three
classes. With respect to all the Funds, the term of office of the members of
Class One will expire as of the Meeting, that of Class Two will expire as of
the Annual Meeting of Stockholders to be held in 1999 and that of Class Three
will expire as of the Annual Meeting of Stockholders to be held in 2000. Upon
expiration of the terms of office of each class as set forth above, those
persons then elected as Directors in that class would serve for a term of
three years following their election and until their successors are elected
and qualified. Messrs. David H. Dievler, Clifford L. Michel and Donald J.
Robinson are currently members of Class One; Messrs. John H. Dobkin, William
H. Foulk and Dr. James M. Hester are currently members of Class Two; and Ms.
Ruth Block and Messrs. John D. Carifa and Robert C. White are currently
members of Class Three. Under this class structure, 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 a Fund's annual proxy
statement). This system of
2
<PAGE>
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 a meeting of the Board of Directors of each Fund held on December 9,
1997, Messrs. Dievler, Michel and Robinson were each nominated as Directors in
Class One for election at the Meeting. At the Meeting each of them is to be
elected to serve for a term of three years and until 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 vote in favor
of the election of each nominee. Each nominee has consented to serve as a
Director. The Boards of Directors know of no reason why any of the nominees
will be unable to serve, but in the event of such inability, the proxies
received will be voted for such substitute nominee as the Boards of Directors
may recommend.
Certain information concerning each Fund's Directors is set forth below.
WITH RESPECT TO EACH FUND, ONLY CLASS ONE DIRECTORS ARE STANDING FOR RE-
ELECTION AS DIRECTORS.
<TABLE>
<CAPTION>
NUMBER OF SHARES
YEAR FIRST BENEFICIALLY OWNED
NAME, POSITIONS AND OFFICES WITH THE FUNDS, BECAME A YEAR TERM DIRECTLY OR INDIRECTLY
AGE, PRINCIPAL OCCUPATIONS DURING DIRECTOR OF AS DIRECTOR AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS EACH FUND WILL EXPIRE FEBRUARY 9, 1998
------------------------------------------- -------------- ------------- ----------------------
<C> <S> <C> <C> <C>
* John D. Carifa, Chairman and President, Managed Dollar 2000 World Dollar II--
52. President, Chief Operating Officer and World (Class Three) 1,000
and a Director of Alliance Capital Dollar II--
Management Corporation, the general 1993 World
partner of Alliance ("ACMC") Dollar--1992
**+ Ruth Block, Director, 67. She was for- Managed Dollar 2000 Managed Dollar--
merly an Executive Vice President and and World (Class Three) 3,000
the Chief Insurance Officer of The Eq- Dollar II-- World Dollar--
uitable Life Assurance Society of the 1993 World 3,000
United States. She is a Director of Dollar--1992
Ecolab Incorporated (specialty chemi-
cals) and Amoco Corporation (oil and
gas).
**+ David H. Dievler, Director, 68. He is Managed Dollar 2001++ World Dollar II--
an independent consultant. He was for- and World (Class One) 1,000
merly Chairman of the Board of Direc- Dollar II--
tors of each Fund and a Senior Vice 1993 World
President of ACMC until December 1994. Dollar--1992
**+ John H. Dobkin, Director, 55. President Managed Dollar 1999 World Dollar II--
of Historic Hudson Valley (historic and World (Class Two) 377
preservation) since 1990. He was for- Dollar II--
merly Director of the National Academy 1993 World
of Design. Dollar--1992
</TABLE>
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
YEAR FIRST BENEFICIALLY OWNED
NAME, POSITIONS AND OFFICES WITH THE FUNDS, BECAME A YEAR TERM DIRECTLY OR INDIRECTLY
AGE, PRINCIPAL OCCUPATIONS DURING DIRECTOR OF AS DIRECTOR AS OF
THE PAST FIVE YEARS AND OTHER DIRECTORSHIPS EACH FUND WILL EXPIRE FEBRUARY 9, 1998
------------------------------------------- ---------------- ------------- ----------------------
<C> <S> <C> <C> <C>
**+ William H. Foulk, Jr., Director, 65. He Managed Dollar 1999 Managed Dollar--
is an investment adviser and indepen- and World Dollar (Class Two) 200
dent consultant. He was formerly Se- II--1993 World World Dollar--
nior Manager of Barrett Associates, Dollar--1992 400
Inc., a registered investment adviser, World Dollar II--
since 1986. 400
**+ Dr. James M. Hester, Director, 73. Managed Dollar 1999 World Dollar--
President of The Harry Frank Guggen- and World Dollar (Class Two) 950
heim Foundation. He was formerly Pres- II--1993 World
ident of New York University and The Dollar--1992
New York Botanical Garden and Rector
of The United Nations University.
**+ Clifford L. Michel, Director, 58. Part- Managed Dollar 2001++ Managed Dollar--
ner of the law firm of Cahill Gordon & and World Dollar (Class One) 1,000
Reindel. He is Chief Executive Officer II--1993 World World Dollar--
of Wenonah Development Company (in- Dollar--1992 1,000
vestments) and a Director of Placer World Dollar II--
Dome, Inc. (mining). 1,000
**+ Donald J. Robinson, Director, 63. He Managed Dollar, 2001++ Managed Dollar--
was formerly a senior partner and a World Dollar and (Class One) 1,500
member of the Executive Committee at World Dollar
the law firm of Orrick, Herrington & II--1996
Sutcliffe and is currently senior
counsel to that firm.
**+ Robert C. White, Director, 77. He was Managed Dollar-- 2000 Managed Dollar--
formerly Assistant Treasurer of Ford and World Dollar (Class Three) 500
Motor Company and, until September 30, II--1993 World World Dollar--
1994, a Vice President and the Chief Dollar--1992 500
Financial Officer of the Howard Hughes World Dollar--
Medical Institute. 500
</TABLE>
- --------
* "Interested person," as defined in the Investment Company Act of 1940, as
amended (the "1940 Act"), of each Fund because of an affiliation with
Alliance Capital Management L.P., the investment adviser of each Fund
("Alliance").
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
4
<PAGE>
During their respective fiscal years ended in 1997, the Board of Directors of
Managed Dollar met eleven times, the Board of Directors of World Dollar met
eight times, and the Board of Directors of World Dollar II met six times.
During their respective fiscal years ended in 1997, the Audit Committees of
Managed Dollar, World Dollar and World Dollar II each met twice. Each Audit
Committee was constituted for the purposes described below in Proposal Two.
During its fiscal year ended in 1997, the Nominating Committee of World Dollar
II met one time. The Nominating Committees of Managed Dollar and World Dollar
did not meet during their respective fiscal years ended in 1997. Each
Nominating Committee was constituted for the purpose of selecting and
nominating persons to fill any vacancies on the Board of Directors. The
Nominating Committee of each Fund does 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 the Directors during its respective fiscal year
ended in 1997, the aggregate compensation paid to each of the Directors during
the calendar year 1997 by all of the investment companies to which Alliance
provides investment advisory services (collectively, 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 other retirement
benefits to any of its directors or trustees.
<TABLE>
<CAPTION>
TOTAL NUMBER
TOTAL NUMBER OF OF INVESTMENT
INVESTMENT PORTFOLIOS
TOTAL COMPANIES IN THE WITHIN THE
COMPENSATION ALLIANCE FUND ALLIANCE FUND
FROM THE COMPLEX, COMPLEX,
ALLIANCE INCLUDING THE INCLUDING THE
FUND FUNDS, AS TO FUNDS, AS TO
AGGREGATE COMPENSATION COMPLEX, WHICH THE WHICH THE
FROM EACH FUND DURING INCLUDING DIRECTOR IS A DIRECTOR IS A
ITS FISCAL YEAR ENDED THE FUNDS, DIRECTOR DIRECTOR OR
NAME OF DIRECTOR IN 1997 DURING 1997 OR A TRUSTEE TRUSTEE
- ---------------- ----------------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C>
John D. Carifa.......... $ -0- $ -0- 54 118
Ruth Block.............. $4,004--Managed Dollar $163,997 40 80
$4,247--World Dollar
$3,505--World Dollar II
David H. Dievler........ $4,423--Managed Dollar $188,526 47 83
$4,251--World Dollar
$3,505--World Dollar II
John H. Dobkin.......... $4,525--Managed Dollar $127,775 44 80
$4,280--World Dollar
$3,539--World Dollar II
William H. Foulk, Jr.... $4,525--Managed Dollar $174,996 48 113
$4,294--World Dollar
$3,539--World Dollar II
James M. Hester......... $4,423--Managed Dollar $156,499 40 76
$4,234--World Dollar
$3,505--World Dollar II
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
TOTAL NUMBER
TOTAL NUMBER OF OF INVESTMENT
INVESTMENT PORTFOLIOS
TOTAL COMPANIES IN THE WITHIN THE
COMPENSATION ALLIANCE FUND ALLIANCE FUND
FROM THE COMPLEX, COMPLEX,
ALLIANCE INCLUDING THE INCLUDING THE
FUND FUNDS, AS TO FUNDS, AS TO
AGGREGATE COMPENSATION COMPLEX, WHICH THE WHICH THE
FROM EACH FUND DURING INCLUDING DIRECTOR IS A DIRECTOR IS A
ITS FISCAL YEAR ENDED THE FUNDS, DIRECTOR DIRECTOR OR
NAME OF DIRECTOR IN 1997 DURING 1997 OR A TRUSTEE TRUSTEE
- ---------------- ----------------------- ------------ ---------------- -------------
<S> <C> <C> <C> <C>
Clifford L. Michel...... $4,192--Managed Dollar $194,499 41 92
$4,003--World Dollar
$3,274--World Dollar II
Donald J. Robinson...... $4,724--Managed Dollar $235,500 41 94
$4,221--World Dollar
$3,724--World Dollar II
Robert C. White......... $2,230--Managed Dollar $ 88,500 10 10
$7,902--World Dollar
$1,543--World Dollar II
</TABLE>
Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex contemplating, in the case of the Funds, that each Director will
invest specified minimum amounts in shares of one or more of the Funds, and
(in most cases) an overall total of at least $150,000 in shares of funds
within the Alliance Fund Complex (including the Funds).
As of February 9, 1998, the Directors and officers of each Fund as a group
owned less than 1% of the shares of the Fund.
THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF THAT
FUND VOTE FOR THE ELECTION OF THE FOREGOING NOMINEES TO SERVE AS DIRECTORS OF
THE FUND.
PROPOSAL TWO
RATIFICATION OF SELECTION
OF INDEPENDENT AUDITORS
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 September 30, 1998
for Managed Dollar, October 31, 1998 for World Dollar and March 31, 1998 for
World Dollar II. Their selection was approved by the vote, cast in person, of
a majority of the Board of Directors of each Fund, including a majority of the
Directors who are not "interested persons" of each Fund as defined in the 1940
Act, at a meeting held on September 9, 1997 for Managed Dollar and World
Dollar and April 12, 1997 for World Dollar II. 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 Managed
Dollar, World Dollar and World Dollar II since the commencement of each Fund's
operations and does not have any direct financial interest or any
6
<PAGE>
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 to respond to appropriate questions from the
stockholders.
The Audit Committee of the Board of Directors of each Fund generally meets
twice during each fiscal year with representatives of Ernst & Young LLP to
discuss the scope of the independent auditors' engagement and to review the
financial statements of the Fund and the results of their examination thereof.
THE BOARD OF DIRECTORS OF EACH FUND RECOMMENDS THAT THE STOCKHOLDERS OF THAT
FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE FUND.
PROPOSAL THREE--ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
APPROVAL OF AN AMENDMENT TO A
FUNDAMENTAL INVESTMENT POLICY
At a July 29, 1997 Special Meeting of the Board of Directors of World Dollar
(the "July 29 Meeting"), the Directors considered and approved the
recommendation of Alliance that a fundamental investment policy of World Dollar
be amended to provide that under normal circumstances the Fund will invest at
least 75% of its total assets in a combination of Sovereign Debt Obligations
and Zero Coupon Obligations (both as defined below).
Pursuant to World Dollar's current fundamental investment policy, under
normal circumstances World Dollar invests at least 75% of its total assets in
(i) U.S. dollar-denominated debt securities issued or guaranteed by foreign
governments, including participations in loans between foreign governments and
financial institutions, and interests in entities organized and operated for
the purpose of restructuring the investment characteristics of instruments
issued or guaranteed by foreign governments ("Sovereign Debt Obligations") of a
type customarily referred to as "Brady Bonds" that are issued as part of debt
restructurings and are collateralized in full as to principal due at maturity
by zero coupon obligations issued or guaranteed by the U.S. government, its
agencies or instrumentalities ("Zero Coupon Obligations") having the same
maturity as the collateralized obligations ("Collateralized Brady Bonds") as
well as in (ii) Zero Coupon Obligations themselves.
At the July 29 Meeting, Alliance reviewed with the Board of Directors the
fact that World Dollar was launched at a time when many emerging market
countries were in the process of restructuring their sovereign debt. A plan
introduced by former U.S. Secretary of the Treasury Nicholas F. Brady permitted
these countries to exchange their existing commercial bank borrowings for new
obligations known as Brady Bonds. At the time World Dollar was formed, the
great majority of Brady Bonds were Collateralized Brady Bonds.
The supply of Collateralized Brady Bonds in the market has been shrinking,
both in absolute terms and as a proportion of emerging market sovereign debt
obligations generally. A number of emerging market countries that have seen
improvements in their credit ratings are buying back their Collateralized Brady
Bonds in the secondary market and retiring them, issuing non-collateralized
sovereign debt obligations in their place. At the July 29 Meeting, Alliance
reviewed with the Board of
7
<PAGE>
Directors the clear trend away from Collateralized Brady Bonds as many
emerging market countries continue to improve their credit quality. Alliance
expressed its belief that this trend would further shrink the supply of
Collateralized Brady Bonds, potentially resulting in World Dollar's
experiencing difficulty adhering to its required minimum concentration in
Collateralized Brady Bonds without holding obligations that were not optimally
attractive.
For the foregoing reasons, Alliance recommended that the Directors modify
the current fundamental investment policy to remove the requirement that World
Dollar invest 75% of its total assets in Collateralized Brady Bonds and Zero
Coupon Obligations by expanding the permissible investments for this purpose
to cover all types of Sovereign Debt Obligations, including uncollateralized
Brady Bonds. In connection with its recommendation, Alliance informed the
Board of Directors that it anticipated that any reduction in World Dollar's
Collateralized Brady Bond concentration would be gradual. While
uncollateralized sovereign debt obligations present heightened credit risks
compared with similarly rated collateralized obligations, even the Zero Coupon
Obligations that provide the collateral for Collateralized Brady Bonds would
not be distributed to investors in the event of a default nor would such
obligations be sold and their proceeds distributed. Rather, the collateral
would be held by an agent until the scheduled maturity of defaulting
Collateralized Brady Bonds which continue to be outstanding, at which time the
collateral would be equal to the amount of the principal payment that would
have then been due on the bonds. Alliance informed the Board of Directors
that, therefore, a most rigorous credit analysis was required before investing
in any sovereign debt obligations, even those that are collateralized. In
addition, the markets in which Collateralized Brady Bonds have been
disappearing are precisely those experiencing enhanced perceptions of the
issuer's credit quality. Alliance expressed to the Directors its belief that a
move away from Collateralized Brady Bonds toward other forms of sovereign debt
obligations would not meaningfully alter World Dollar's risk profile.
Based upon Alliance's analysis and recommendation, the Board of Directors of
World Dollar concluded that the proposed amendment to provide that under
normal circumstances World Dollar will invest at least 75% of its total assets
in a combination of any Sovereign Debt Obligations (not solely Collateralized
Brady Bonds) and Zero Coupon Obligations would be in the best interests of
World Dollar and its stockholders. Accordingly, the Board of Directors
approved, and recommends to the stockholders of World Dollar for their
approval, the proposed amendment to World Dollar's fundamental investment
policy.
Approval of this amendment requires the affirmative vote of the lesser of
(i) 67% or more of the voting securities of World Dollar present at the
Meeting, if the holders of more than 50% of the outstanding voting securities
of World Dollar are present or represented by proxy, and (ii) more than 50% of
the outstanding voting securities of World Dollar. If the stockholders of
World Dollar do not approve Proposal Three, the applicable fundamental
investment policy of World Dollar will continue unchanged.
THE BOARD OF DIRECTORS OF WORLD DOLLAR RECOMMENDS THAT THE STOCKHOLDERS OF
WORLD DOLLAR VOTE FOR THE AMENDMENT TO WORLD DOLLAR'S FUNDAMENTAL INVESTMENT
POLICY REGARDING INVESTMENT IN A COMBINATION OF SOVEREIGN DEBT OBLIGATIONS AND
ZERO COUPON OBLIGATIONS.
8
<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, except as otherwise provided in this
Proxy Statement with respect to adjournments, 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.
INFORMATION AS TO THE FUNDS' EXECUTIVE OFFICERS,
AND AS TO THE INVESTMENT ADVISER AND ADMINISTRATOR
The executive 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 in the Alliance Fund Complex.
John D. Carifa, Director and Chairman of each Fund (See Proposal One,
"Election of Directors," at page 3 for biographical information).
Wayne D. Lyski, President of each Fund, 56, is an Executive Vice President
of ACMC, with which he has been associated since prior to 1993.
Kathleen A. Corbet, Senior Vice President of each Fund, 37, is an Executive
Vice President of ACMC, with which she has been associated since July 1993.*
Paul J. DeNoon, Vice President of each Fund, 35, is a Vice President of
ACMC, with which he has been associated since prior to 1993.
Vicki L. Fuller, Vice President of each Fund, 40, is a Senior Vice President
of ACMC, with which she has been associated since prior to 1993.*
Wayne C. Tappe, Vice President of Managed Dollar and World Dollar II, 34, is
a Vice President of ACMC, with which he has been associated since July 1993.*
Mark D. Gersten, Treasurer and Chief Financial Officer of each Fund, 47, is
a Senior Vice President of Alliance Fund Services, Inc., with which he has
been associated since prior to 1993.
Edmund P. Bergan, Jr., Secretary of each Fund, 47, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors, Inc., with
which he has been associated since prior to 1993.
The address of Messrs. Carifa, Bergan, DeNoon, Lyski and Tappe and Mses.
Corbet and Fuller is c/o Alliance Capital Management L.P., 1345 Avenue of the
Americas, New York, New York 10105. The address of Mr. Gersten is c/o Alliance
Capital Management L.P., 500 Plaza Drive, Secaucus, New Jersey 07094.
- --------
* Prior to July 22, 1993, with Equitable Capital Management Corporation
("Equitable Capital"). On that date, Alliance acquired the business and
substantially all of the assets of Equitable Capital.
9
<PAGE>
The investment adviser and administrator for the Funds is Alliance Capital
Management L.P., with principal offices at 1345 Avenue of the Americas, New
York, New York 10105.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 30(h) of the 1940 Act and the rules under Section 16 of the
Securities Exchange Act of 1934, as amended, require that the Directors and
officers of the Funds 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, a statement of changes in beneficial ownership of
securities on Form 4 was filed late on behalf of Mr. Dobkin, a Director of
each of the Funds. The report related to the purchase of shares of World
Dollar II.
SUBMISSION OF PROPOSALS FOR
MEETINGS OF STOCKHOLDERS
Proposals of stockholders intended to be presented at the next annual
meeting of stockholders of each Fund must be received by the Funds by October
12, 1998 for inclusion in such Fund's proxy statement and form of 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.
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 World
Dollar II will also furnish a copy of its most recent semi-annual report
succeeding its 1997 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 Rita Barnett 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
February 9, 1998
New York, New York
10
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS PAGE
- -------------------------------------------------------------------------------
<S> <C>
Introduction............................................................. 1
Proposal One: Election of Directors...................................... 2
Proposal Two: Ratification of Selection of Independent Auditors.......... 6
Proposal Three--Alliance World Dollar Government Fund, Inc.: Approval of
an Amendment to a Fundamental Investment Policy......................... 7
Other Matters............................................................ 9
Information as to the Funds' Executive Officers, and as to the Investment
Adviser and Administrator............................................... 9
Submission of Proposals for Meetings of Stockholders..................... 10
Reports to Stockholders.................................................. 10
</TABLE>
AWD-PS-98
ACM MANAGED DOLLAR
INCOME FUND, INC.
ALLIANCE WORLD DOLLAR
GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR
GOVERNMENT FUND II, INC.
- -------------------------------------------------------------------------------
[LOGO OF ALLIANCE CAPITAL APPEARS HERE]
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL
MEETING OF STOCKHOLDERS
AND PROXY STATEMENT
MARCH 31, 1998
<PAGE>
APPENDIX
PROXY PROXY
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF ALLIANCE WORLD DOLLAR
GOVERNMENT FUND, INC. IN CONNECTION WITH THE ANNUAL MEETING OF
STOCKHOLDERS TO BE HELD ON MARCH 31, 1998.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
The undersigned hereby instructs Carol H. Rappa and Rita Barnett
to vote all shares of the Common Stock of Alliance World Dollar
Government Fund, Inc. (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 31, 1998 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 the
accompanying Proxy Statement and hereby instructs said proxies to
vote said shares as indicated hereon.
PLEASE SIGN AND DATE THIS PROXY ON THE REVERSE SIDE
AND RETURN IT IN THE ENCLOSED ENVELOPE.
<PAGE>
/ X / PLEASE MARK VOTES AS IN THIS EXAMPLE
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, FOR
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT
AUDITORS, FOR APPROVAL OF AN AMENDMENT TO THE CORPORATION'S
FUNDAMENTAL INVESTMENT POLICY AND FOR ANY PROPOSAL FOR WHICH NO
CHOICE IS INDICATED. PLEASE REFER TO THE PROXY STATEMENT FOR A
DISCUSSION OF EACH OF THE PROPOSALS.
1. ELECTION OF DIRECTORS
CLASS ONE DIRECTORS (TERM EXPIRING IN 2001)
DAVID H. DIEVLER
CLIFFORD L. MICHEL
DONALD J. ROBINSON
FOR WITHHELD
/ / / /
/ / ______________________________________
For all nominees except as noted above
2. RATIFICATION OF THE
SELECTION OF ERNST & FOR AGAINST ABSTAIN
YOUNG LLP as the / / / / / /
independent auditors
for the Corporation for
the fiscal year ending
October 31, 1998.
3. APPROVAL OF AN AMENDMENT TO THE CORPORATION'S FUNDAMENTAL
INVESTMENT POLICY REGARDING INVESTMENTS IN SOVEREIGN DEBT
OBLIGATIONS.
For Against Abstain
/ / / / / /
4. In their discretion, For Against Abstain
except as otherwise / / / / / /
provided for in the Proxy
Statement with respect to
adjournments, on all such
other matters that may
properly come
before the meeting or
any adjournments thereof.
<PAGE>
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT
Sign exactly as name(s) appears.
IMPORTANT: If joint owners, EITHER may sign this Proxy. When
signing as attorney, executor, administrator, trustee, guardian
or corporate officer, please give your FULL title. This Proxy
will not be voted unless it is dated and signed.
Signature: ___________________ Date:___________________
Signature:____________________ Date: __________________
00250114.BE0
