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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
(Amendment No. 1)
ACM MANAGED DOLLAR INCOME FUND, INC.
(Name of Issuer)
ACM MANAGED DOLLAR INCOME FUND, INC.
(Name of Person(s) Filing Statement)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
000949107
(CUSIP Number of Class of Securities)
Edmund P. Bergan, Jr.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
(212) 969-1000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of the
Person(s) Filing Statement)
__________________
With a copy to:
Bruce D. Senzel
Seward & Kissel
One Battery Park Plaza
New York, New York 10004
May 8, 1997
(Date Tender Offer First Published, Sent
or Given to Security Holders)
June 18, 1997
(Date of Amendment)
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This Amendment No. 1 to the Issuer Tender Offer
Statement on Schedule 13E-4 filed with the Securities and
Exchange Commission on May 8, 1997 by ACM Managed Dollar Income
Fund, Inc. (the "Fund") relating to an offer to purchase for cash
(the "Offer") 7,081,253 of the Fund's issued and outstanding
shares of common stock, par value $.01 per share (the "Shares"),
amends such Statement on Schedule 13E-4 to add the following
information in accordance with Rule 13e-4(c)(3) of the Securities
and Exchange Act of 1934 and General Instruction D of Schedule
13E-4:
The Offer expired at 12:00 Midnight Eastern Time on
June 5, 1997. Pursuant to the Offer 7,512,641
Shares were properly tendered and not withdrawn, and
7,081,253 of the tendered Shares were accepted by
the Fund on June 12, 1997 for purchase at the price
of $14.49 per Share, the net asset value per Share
as determined as of the close of the regular
trading session of the New York Stock Exchange on
June 6, 1997. Payment for the Shares purchased was
made on June 13, 1997. The aggregate purchase
price paid by the Fund for the Shares purchased
pursuant to the Offer was $102,607,355.97.
Item 9. Material to Be Filed as Exhibits.
The following material is hereby filed as additional
exhibits to the Fund's Statement on Schedule 13E-4:
(a)(5) Text of Press Release dated June 6, 1997.
(a)(6) Text of Press Release dated June 12, 1997.
2
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SIGNATURE
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
ACM MANAGED DOLLAR INCOME FUND, INC.
/s/ Edmund P. Bergan, Jr.
Name: Edmund P. Bergan, Jr.
Title: Secretary
Dated: June 18, 1997
3
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EXHIBIT INDEX
Exhibit Pages in Sequentially
Number Exhibit Numbered Original
(a)(1)(i)* Advertisement printed in The
Wall Street Journal
(a)(1)(ii)* Offer of Purchase.
(a)(2)(i)* Form of Letter of Transmittal.
(a)(2)(ii)* Form of Notice of Guaranteed
Delivery.
(a)(3)(i)* Form of Letter to Brokers,
Dealers, Commercial Banks,
Trust Companies and Other
Nominees.
(a)(3)(ii)* Form of Letter to Clients of
Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees.
(a)(3)(iii)* Questions and Answers, to be
Used Only by Brokers, Dealers,
Commercial Banks, Trust
Companies and Other Nominees
and by the Depositary.
(a)(3)(iv)* Form of Letter to Stockholders
Who Have Requested Information.
(a)(4)* Text of Press Release dated
May 8, 1997.
(a)(5)** Text of Press Release dated
June 6, 1997.
(a)(6)** Text of Press Release dated
June 12, 1997.
(c)(1)* Advisory Agreement between ACM
Managed Dollar Income Fund,
Inc. and Alliance Capital
____________________
* Previously filed
** Filed herewith
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Management L.P. dated
October 22, 1993.
(c)(2)* Depositary Agreement between
ACM Managed Dollar Income Fund,
Inc. and State Street Bank and
Trust Fund dated as of May 8,
1997.
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00250158.AW2
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(LOGO)
News Release Alliance Capital
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-219-4218
Media Contact Only:
Duff Ferguson
212-969-1056
ACM MANAGED DOLLAR INCOME FUND, INC.
ANNOUNCES EXPIRATION OF TENDER OFFER
AND PRELIMINARY RESULTS
NEW YORK, NY June 6, 1997 -- ACM Managed Dollar Income Fund, Inc.
(NYSE:ADF) (the "Fund") announced today that its tender offer for
7,081,253 of its issued and outstanding shares of common stock
representing approximately 25% of the Fund's outstanding shares
expired yesterday at 12:00 Midnight Eastern Time. Shares
tendered may be withdrawn at any time prior to 5:00 P.M. Eastern
Time on June 10, 1997.
Based upon current information, approximately 7,566,417 shares
were tendered, of which approximately 651,399 shares were
tendered pursuant to notices of guaranteed delivery. Based on
this preliminary information, the proration for each tendering
stockholder is estimated to be .936% of the shares properly
tendered. THESE NUMBERS ARE SUBJECT TO ADJUSTMENT AND SHOULD NOT
BE REGARDED AS FINAL. THE ACTUAL NUMBER OF SHARES TO BE
PURCHASED AND THE FINAL PRORATION PERCENTAGE WILL BE ANNOUNCED AT
A LATER DATE. Management of the Fund anticipates acceptance and
payment on June 13, 1997 of 7,081,253 shares properly tendered.
The purchase price of properly tendered shares is the net asset
value per share determined as of the close of the regular trading
session of the New York Stock Exchange today.
The Fund is a non-diversified, closed-end U.S. registered
management investment company whose investment adviser is
Alliance Capital Management L.P. The Fund invests substantially
all of its assets in U.S. and non-U.S. fixed income securities
denominated in U.S. dollars with the primary investment objective
of high current income and a secondary investment objective of
capital appreciation.
# #
00250158.AW4
<PAGE>
(LOGO)
News Release Alliance Capital
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-219-4218
Media Contact Only:
Duff Ferguson
212-969-1056
ACM MANAGED DOLLAR INCOME FUND, INC.
ANNOUNCES RESULTS OF TENDER OFFER
NEW YORK, NY June 12, 1997 -- ACM Managed Dollar Income Fund,
Inc. (NYSE:ADF) (the "Fund") announced today that in accordance
with its tender offer for up to 7,081,253 of its shares of common
stock which expired on June 5, 1997, the Fund has accepted that
number of shares for payment tomorrow at $14.49 per share. These
shares represent approximately 25% of the Fund's outstanding
shares. A total of 7,512,641 shares were properly tendered and
not withdrawn by June 10, 1997, the final date for withdrawals.
Therefore, on a pro rated basis, 94.26% of the shares so tendered
by each tendering stockholder have been accepted for payment.
The purpose of the tender offer was to fulfill an undertaking
made in connection with the initial public offering of the Fund's
shares.
The Fund is a non-diversified, closed-end U.S. registered
management investment company whose investment adviser is
Alliance Capital Management L.P. The Fund invests substantially
all of its assets in U.S. and non-U.S. fixed income securities
denominated in U.S. dollars with the primary investment objective
of high current income and a secondary investment objective of
capital appreciation.
# #
00250158.AW3
