<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 II, 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 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
Toll Free (800) 221-5672
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
JANUARY 23, 1997
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 Thursday, January 23, 1997 at 11:00 a.m., for the following
purposes, all of which are more fully described in the accompanying Proxy
Statement dated December 12, 1996:
1. To elect four Directors of each Fund, each such Director to hold
office for a term of one or three years, as the case may be, and 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; 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
November 29, 1996 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 Board of Directors,
Edmund P. Bergan, Jr.
Secretary
New York, New York
December 12, 1996
- -------------------------------------------------------------------------------
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 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
JANUARY 23, 1997
----------------
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
Thursday, January 23, 1997 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 of Meeting,
Proxy Statement and Proxy Card of each Fund are being mailed to stockholders
on or about December 12, 1996.
The Board of Directors of each Fund has fixed the close of business on
November 29, 1996 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 November 29, 1996
consisted, respectively, of 28,325,009 shares of common stock of Managed
Dollar, 8,652,707 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 four Directors of each Fund and for
the ratification of the selection of Ernst & Young LLP as the Funds'
independent auditors for each of their respective fiscal years ending in 1997.
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. In the event that any stockholder of a Fund present
at the Meeting objects to the holding of a joint meeting and moves for an
adjournment of the Meeting with respect to that Fund to a time immediately
after the Meeting, so that the meeting for that Fund may be held separately,
the persons named as proxies will vote in favor of adjournment.
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
<PAGE>
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 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 by January 23, 1997, the persons named as proxies
may propose and vote for one or more adjournments of the Meeting 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.
PROPOSAL ONE
ELECTION OF DIRECTORS
At the Meeting, four Directors of each Fund will be elected to serve for
terms of one or three years, as the case may be, 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 One and Three, as the
case may be, as described below.
Pursuant to the Funds' respective Articles of Incorporation and By-laws, 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 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 terms of
office of the members of a 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. Messrs. John D. Carifa and Robert C.
White and Ms. Ruth Block are currently members of Class Three; Messrs. David
H. Dievler, Clifford L. Michel and Donald J. Robinson are currently members of
Class One; and Messrs John H. Dobkin, William H. Foulk, Jr. and Dr. James M.
Hester are currently members of Class Two.
As a result of this system, 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, all of whom
were previously elected by stockholders, are standing for re-election. In
addition, Mr. Donald J. Robinson is standing for stockholder election as a
member of Class One of each Fund. Mr. Robinson was nominated for election by
the nominating committee of the Board of Directors of each Fund and elected by
the Board of Directors of each Fund on September 10, 1996. Each nominee has
consented to serve as a Director. The
2
<PAGE>
Boards of Directors know of no reason why any of these nominees would 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 and nominees for
election as Directors is set forth below. WITH RESPECT TO EACH FUND, ALL CLASS
THREE DIRECTORS AND ONE CLASS ONE DIRECTOR ARE STANDING FOR RE-ELECTION AS
DIRECTORS.
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES WITH THE OF COMMON STOCK
FUNDS, YEAR FIRST BENEFICIALLY OWNED
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A YEAR TERM DIRECTLY OR INDIRECTLY
THE PAST FIVE YEARS AND OTHER DIRECTOR OF AS DIRECTOR AS OF
DIRECTORSHIPS EACH FUND WILL EXPIRE NOVEMBER 29,1996
------------------------------------ -------------- ------------- ----------------------
<C> <S> <C> <C> <C>
* John D. Carifa, Chairman of the Board, Managed Dollar 2000+++ World Dollar II--
51. President, Chief Operating Officer and World (Class Three) 1,000
and a Director of Alliance Capital Dollar II--
Management Corporation ("ACMC").+ 1993 World
Dollar-- 1992
**++ Ruth Block, Director, 66. She was for- Managed Dollar 2000+++ Managed Dollar--
merly an Executive Vice President and and World (Class Three) 3,000
Chief Insurance Officer of The Equita- Dollar II-- World Dollar--
ble Life Assurance Society of the 1993 3,000
United States. She is a Director of World Dollar--
Ecolab Incorporated (specialty chemi- 1992
cals) and Amoco Corporation (oil and
gas).
**++ David H. Dievler, Director, 67. Inde- Managed Dollar 1998 World Dollar II--
pendent consultant. He was formerly and World (Class One) 1,000
Chairman of the Board of each Fund and Dollar II--
a Senior Vice President of ACMC until 1993 World
December 1994. Dollar-- 1992
**++ John H. Dobkin, Director, 54. President Managed Dollar 1999 -0-
of Historic Hudson Valley (historic and World (Class Two)
preservation) since 1990. He was for- Dollar II--
merly Director of the National Academy 1993 World
of Design. From 1987 to 1992 he was a Dollar--1992
director of ACMC.
**++ William H. Foulk, Jr., Director, 64. He Managed Dollar 1999 Managed Dollar--
is an investment adviser and indepen- and World (Class Two) 200
dent consultant. He was formerly Se- Dollar II-- World Dollar--
nior Manager of Barrett Associates, 1993 World 400
Inc., a registered investment adviser. Dollar-- 1992 World Dollar II--
400
</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
Alliance Capital Management L.P. ("Alliance").
** Member of the Audit Committee for each Fund.
+ For purposes of this Proxy Statement, ACMC refers to Alliance Capital
Management Corporation, the sole general partner of Alliance, and to the
predecessor general partner of the same name.
++ Member of the Nominating Committee for each Fund.
+++ If elected at this Meeting.
3
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES WITH THE OF COMMON STOCK
FUNDS, YEAR FIRST BENEFICIALLY OWNED
AGE, PRINCIPAL OCCUPATIONS DURING BECAME A YEAR TERM DIRECTLY OR INDIRECTLY
THE PAST FIVE YEARS AND OTHER DIRECTOR OF AS DIRECTOR AS OF
DIRECTORSHIPS EACH FUND WILL EXPIRE NOVEMBER 29,1996
------------------------------------ -------------- ------------- ----------------------
<C> <S> <C> <C> <C>
**++ Dr. James M. Hester, Director, 72. Managed Dollar 1999 World Dollar--
President of The Harry Frank Guggen- and World (Class Two) 950
heim Foundation. He was formerly Pres- Dollar II--
ident of New York University and The 1993 World
New York Botanical Garden and Rector Dollar-- 1992
of The United Nations University. He
is also a Director of Union Carbide
Corporation.
**++ Clifford L. Michel, Director, 57. Mem- Managed Dollar 1998 Managed Dollar--
ber of the law firm of Cahill Gordon & and World (Class One) 1000
Reindel. He is President and Chief Ex- Dollar II-- World Dollar--
ecutive Officer of Wenonah Development 1993 World 1000
Company (investments) and a Director Dollar--1992 World Dollar II--
of Placer Dome, Inc. (mining). 1000
**++ Donald J. Robinson, 62. He was formerly Managed 1998+++ Managed Dollar--
a partner at the law firm of Orrick, Dollar, World (Class One) 900
Herrington & Sutcliffe and is cur- Dollar and
rently of counsel to that firm. World Dollar
II--1996
**++ Robert C. White, Director, 76. He is Managed Dollar 2000+++ Managed Dollar--
currently an independent consultant. and World (Class Three) 500
He was formerly Vice President and Dollar II-- World Dollar--
Chief Financial Officer of the Howard 1993 World 500
Hughes Medical Institute with which he Dollar--1992 World Dollar II--
had been associated since prior to 500
1991.
</TABLE>
- --------
** Member of the Audit Committee for each Fund.
++ Member of the Nominating Committee for each Fund.
+++ If elected at this Meeting.
During their respective fiscal years ended in 1996, the Boards of Directors
of Managed Dollar, World Dollar and World Dollar II each met five times and the
Board of Directors of World Dollar met six times. During their respective
fiscal years ended in 1996, the Audit Committees of Managed Dollar, World
Dollar and World Dollar II each met two times. Each Audit Committee was
constituted for the purposes described below in Proposal Two. During their
respective fiscal years ended in 1996, the Nominating Committees of Managed
Dollar and World Dollar met one time. The Nominating Committee of World Dollar
II did not meet during its fiscal year ended in 1996. Each Nominating Committee
was constituted for the purpose of selecting and nominating persons 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 each of the
4
<PAGE>
Directors during its respective fiscal year ended in 1996, the aggregate
compensation paid to each of the Directors during the calendar year 1995 by
all of the funds to which Alliance provides investment advisory services
(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.
<TABLE>
<CAPTION>
TOTAL
TOTAL NUMBER OF
COMPENSATION FUNDS IN THE
FROM THE ALLIANCE FUND
AGGREGATE ALLIANCE FUND COMPLEX,
COMPENSATION COMPLEX, INCLUDING THE
FROM EACH FUND INCLUDING FUNDS, AS TO
DURING ITS THE FUNDS, WHICH THE
RESPECTIVE DURING THE DIRECTOR IS
FISCAL YEAR 1995 CALENDAR A DIRECTOR
NAME OF DIRECTOR ENDED IN 1996 YEAR OR TRUSTEE
- ---------------- ----------------------- ------------- -------------
<S> <C> <C> <C>
John D. Carifa.............. $ 0 $ 0 50
Ruth Block.................. $3,558--Managed Dollar $159,000 37
$6,835--World Dollar
$2,318--World Dollar II
David H. Dievler............ $3,558--Managed Dollar $183,500 43
$7,335--World Dollar
$2,318--World Dollar II
John H. Dobkin.............. $3,116--Managed Dollar $121,500 30
$6,526--World Dollar
$2,318--World Dollar II
William H. Foulk, Jr........ $3,616--Managed Dollar $146,500 31
$7,526--World Dollar
$2,318--World Dollar II
James M. Hester............. $3,558--Managed Dollar $156,500 38
$4,335--World Dollar
$2,318--World Dollar II
Clifford L. Michel.......... $3,058--Managed Dollar $133,750 38
$7,335--World Dollar
$2,318--World Dollar II
Donald J. Robinson.......... $ 0--Managed Dollar $ 66,500 38
$ 356--World Dollar
$ 356--World Dollar II
Robert C. White............. $3,569--Managed Dollar $137,500 36
$3,846--World Dollar
$2,318--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 the Directors of
the Funds will each invest at least $10,000 in shares of any one or more of
the Funds, and at least $150,000 in shares of at least five funds in the
Alliance Fund Complex (including the Funds), before the end of 1997.
As of November 29, 1996, the Directors and officers of each Fund as a group
owned less than 1% of the shares of the Fund. During each Fund's fiscal year
ended in 1996, none of a Fund's Directors
5
<PAGE>
engaged in a purchase or sale of the securities of Alliance or any of its
parents or subsidiaries in an amount exceeding 1% of the relevant class of
outstanding securities.
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.
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, 1997
for Managed Dollar, October 31, 1997 for World Dollar and March 31, 1997 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 Act,
at a meeting held on September 10, 1996 for Managed Dollar and World Dollar
and April 13, 1996 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 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 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 EACH
FUND VOTE FOR THE RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS
INDEPENDENT AUDITORS OF THE FUND.
INFORMATION AS TO THE FUND'S PRINCIPAL OFFICERS,
INVESTMENT ADVISER AND ADMINISTRATOR
The principal officers of the Funds and their principal occupations during
the past five years are set forth below.
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, 54, is an Executive Vice President
of ACMC, with which he has been associated since prior to 1991.
6
<PAGE>
Kathleen A. Corbet, Senior Vice President of each Fund, 36, is a Senior Vice
President of ACMC with which she has been associated since prior to 1991.*
Paul J. DeNoon, Vice President of each Fund, 34, is a Vice President of
ACMC, with which he has been associated since 1992. Previously, he was a Vice
President of Manufacturers Hanover Trust Company since prior to 1991.
Vicki L. Fuller, Vice President of each Fund, 39, is a Senior Vice President
of ACMC, with which she has been associated since prior to 1991.*
Wayne C. Tappe, Vice President of Managed Dollar, 33, is a Vice President of
ACMC, with which he has been associated since prior to 1991.*
Mark D. Gersten, Treasurer and Chief Financial Officer of each Fund, 46, is
a Senior Vice President of Alliance Fund Services, Inc. ("AFS"), with which he
has been associated since prior to 1991.
Edmund P. Bergan, Jr., Secretary of each Fund, 46, is a Senior Vice
President and the General Counsel of Alliance Fund Distributors, Inc., with
which he has been associated since prior to 1991.
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.
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(f) of the Act and the rules under Section 16 of the Securities
Exchange Act of 1934 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 of
shares and reports of changes in ownership of shares of the Funds. During
1996, initial reports on Form 3 were inadvertently filed late by Alliance on
behalf of Mr. Robinson, a Director of each of the Funds. 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 Funds by August
14, 1997 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.
- ----------
* 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.
7
<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.
REPORTS TO STOCKHOLDERS
Each Fund will furnish each person to whom the proxy statement is delivered
with a copy of the Fund's latest annual report to stockholders, and World
Dollar II will furnish a copy of its most recent semi-annual report succeeding
the annual report to stockholders, upon request and without charge. To request
a copy, please call Alliance Fund Services 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 Board of Directors,
Edmund P. Bergan, Jr.
Secretary
December 12, 1996
New York, New York
8
<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
Information as to the Fund's Principal Officers, Investment Adviser and
Administrator............................................................ 6
Submission of Proposals for the Next Annual Meeting of Stockholders....... 7
Other Matters............................................................. 8
Reports to Stockholders................................................... 8
</TABLE>
ACM MANAGED DOLLAR INCOME FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND, INC.
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
- -------------------------------------------------------------------------------
ALLIANCE CAPITAL [LOGO]/(R)/
Alliance Capital Management L.P.
- -------------------------------------------------------------------------------
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS AND PROXY STATEMENT
JANUARY 23, 1997
<PAGE>
APPENDIX
PROXY PROXY
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
INSTRUCTIONS TO THE STOCKHOLDERS OF
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, INC.
IN CONNECTION WITH THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY 23, 1997.
THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF
ALLIANCE WORLD DOLLAR GOVERNMENT FUND II, 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 II, 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 January 23, 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 appears 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 One Director (term expires in 1998)
DONALD J. ROBINSON
Class Three Directors (term expires in 2000)
RUTH BLOCK, JOHN D. CARIFA, ROBERT C. WHITE
IF YOU WISH TO WITHHOLD YOUR VOTE FROM ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THAT NOMINEE'S NAME IN THE LIST 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
March 31, 1997.
3. In their discretion on all For Against Abstain
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:
00250153.AQ2
