<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:
/X / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
Alliance World Dollar Government Fund II, Inc.
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(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>
ACM Managed Dollar Income Fund, Inc.
(LOGO) 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.
<PAGE>
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
2
<PAGE>
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YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed
Proxy Card, sign and date it, and return it in the envelope
provided, which needs no postage if mailed in the United States.
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.
3
<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
<PAGE>
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. 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 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.
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 majority 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 such matters. 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
2
<PAGE>
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 (the "Commission") regulations, procedures are
available for including appropriate stockholder proposals in a
Fund'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 a meeting of the Boards 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
3
<PAGE>
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
described below) 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.
4
<PAGE>
<TABLE>
<CAPTION>
Name, positions and offices Number of shares
with the Funds, age, principal Year first beneficially owned
occupations during the past became a Year term directly or
five years and other Director as Director indirectly as of
directorships of each Fund will expire February 9, 1998
<S> <C> <C> <C> <C>
* John D. Carifa, Chairman and Managed Dollar 2000 World Dollar II -
President, 52. President, Chief and World (Class Three) 1,000
Operating Officer and a Director Dollar II -
of Alliance Capital Management 1993
Corporation, the general partner World Dollar -
of Alliance ("ACMC") 1992
** + Ruth Block, Director, 67. She Managed Dollar 2000 Managed Dollar -
was formerly an Executive Vice and World (Class Three) 3,000
President and the Chief Insurance Dollar II - World Dollar -
Officer of The Equitable Life 1993 3,000
Assurance Society of the United World Dollar -
States. She is a Director of 1992
Ecolab Incorporated (specialty
chemicals) and Amoco Corporation (oil
and gas).
** + David H. Dievler, Director, 68. Managed Dollar 2001++ World Dollar II -
He is an independent and World (Class One) 1,000
consultant. He was formerly Dollar II -
Chairman of the Board of 1993
Directors of each Fund and a World Dollar -
Senior Vice President of ACMC 1992
until December 1994.
** + John H. Dobkin, Director, 55. Managed Dollar 1999 World Dollar II -
President of Historic Hudson Valley and World (Class Two) 377
(historic preservation) since Dollar II -
1990. He was formerly Director 1993
of the National Academy of World Dollar -
Design. 1992
** + William H. Foulk, Jr., Managed Dollar 1999 Managed Dollar -
Director, 65. He is an and World (Class Two) 200
investment adviser and Dollar II - World Dollar -
independent consultant. He was 1993 400
formerly Senior Manager of World Dollar - World Dollar II -
Barrett Associates, Inc., a 1992 400
registered investment adviser,
since 1986.
** + Dr. James M. Hester, Director, Managed Dollar 1999 World Dollar -
5
<PAGE>
73. President of The Harry and World (Class Two) 950
Frank Guggenheim Foundation. He Dollar II -
was formerly President of New York 1993
University and The New York World Dollar -
Botanical Garden and Rector of The 1992
United Nations University.
** + Clifford L. Michel, Director, Managed Dollar 2001++ Managed Dollar -
58. Partner of the law firm of and World (Class One) 1,000
Cahill Gordon & Reindel. He is Dollar II - World Dollar -
Chief Executive Officer of Wenonah 1993 1,000
Development Company (investments) World Dollar - World Dollar II -
and a Director of Placer Dome, 1992 1,000
Inc. (mining).
<FN>
____________________
* "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.
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Name, positions and offices Number of shares
with the Funds, age, principal Year first beneficially owned
occupations during the past became a Year term directly or
five years and other Director as Director indirectly as of
directorships of each Fund will expire February 9, 1998
<S> <C> <C> <C> <C>
** + Donald J. Robinson, Director, 63. Managed Dollar, 2001++ Managed Dollar -
He was formerly a senior partner World Dollar (Class One) 1,500
and a member of the Executive and World
Committee at the law firm of Dollar II -
Orrick, Herrington & Sutcliffe and 1996
is currently senior counsel to that
firm.
** + Robert C. White, Director, 77. He Managed Dollar 2000 Managed Dollar -
was formerly Assistant Treasurer of and World (Class Three) 500
Ford Motor Company and, until Dollar II - World Dollar -
September 30, 1994, a Vice 1993 500
President and the Chief Financial World Dollar - World Dollar -
Officer of the Howard Hughes 1992 500
Medical Institute.
<FN>
____________________
** Member of the Audit Committee.
+ Member of the Nominating Committee.
++ If re-elected at the Meeting.
</TABLE>
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.
7
<PAGE>
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.
8
<PAGE>
<TABLE>
<CAPTION>
Total Number Total Number
of Investment of Investment
Companies in Portfolios
Total the Alliance within the
Compensation Fund Complex, Alliance Fund
from the Including the Complex,
Alliance Fund Funds, as to Including
Aggregate Compensation Complex, which the the Funds, as
from Each Fund During Including the Director is to which the
its Fiscal Funds, During a Director or Director is a
Name of Director Year Ended in 1997 1997 a Trustee Director or 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
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 44 106
$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 a total of at least $10,000
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).
9
<PAGE>
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.
10
<PAGE>
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 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.
11
<PAGE>
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.
Alliance reviewed with the Board of 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
12
<PAGE>
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 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's concentration would be gradual. Further, while
uncollateralized sovereign debt obligations might appear to
present heightened credit risks compared with 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 these
factors, therefore, require a most rigorous credit analysis
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. These facts, in Alliance's belief suggest 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
13
<PAGE>
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.
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.
14
<PAGE>
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 5 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, has been an Executive Vice President of ACMC since July
1993.1
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 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
____________________
1. 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.
15
<PAGE>
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(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 Commission and the
New York Stock Exchange, Inc. 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
16
<PAGE>
TABLE OF CONTENTS Page
- ----------------------------------------------------------------
Introduction.....................................
Proposal One: Election of Directors..............
Proposal Two: Ratification of Selection
of Independent Auditors........................
Proposal Three - Alliance World Dollar
Government Fund, Inc.: Approval of an
Amendment to a Fundamental Investment Policy...
Other Matters....................................
Information as to the Funds' Executive
Officers, and as to the Investment Adviser
and Administrator..............................
Submission of Proposals for
Meetings of Stockholders.......................
Reports to Stockholders..........................
ACM Managed Dollar Income Fund, Inc.
Alliance World Dollar Government Fund, Inc.
Alliance World Dollar Government Fund II, Inc.
- -----------------------------------------------------------------
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 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 MARCH 31, 1998.
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 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 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 REVERSE AND
RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
Please sign 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
Mark box at right if an address change or / /
comment has been noted on the reverse
side of this card.
Please be sure to sign and date this Proxy. Date
Shareholder sign here Co-owner sign here
1. Election of Directors.
For All For All
Nominees Withhold Except
/ / / / / /
Class One Directors (term expires in 2001)
DAVID H. DIEVLER, CLIFFORD L. MICHEL, DONALD J. ROBINSON
IF YOU WISH TO WITHHOLD YOUR VOTE FROM ANY INDIVIDUAL
NOMINEE, MARK THE "FOR ALL EXCEPT" BOX AND STRIKE A LINE
THROUGH THE NAME(S) OF THE 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, 1998.
3. In their discretion on all For Against Abstain
such other matters that / / / / / /
may properly come before
the meeting or any
adjournments thereof.
RECORD DATE SHARES:
00250153.AQ6
