As filed with the Securities and Exchange Commission on May 23, 2007
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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Schedule TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(4)
of the Securities Exchange Act of 1934
(Amendment No. )*
ACM Managed Dollar Income Fund, Inc.
(Name of Subject Company (Issuer))
ACM Managed Dollar Income Fund, Inc.
(Name of Filing Persons (Offeror and Issuer))
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
000949107
(CUSIP Number of Class of Securities)
Emilie D. Wrapp
AllianceBernstein L.P.
1345 Avenue of the Americas
New York, New York 10105
(212) 969-1000
(Name, address, and telephone number of person
authorized to receive notices and
communications on behalf of filing persons)
With a copy to:
Kathleen K. Clark
Seward & Kissel LLP
1200 G Street, NW
Washington, DC 20005
Calculation of Filing Fee
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Transaction Valuation* Amount of Filing Fee
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$........................................ $
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
[_] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
[_] Amount Previously Paid:
Form or Registration No.:
Filing Party:
Date Filed:
[X] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
[_] third-party tender offer subject to Rule 14d-1.
[X] issuer tender offer subject to Rule 13e-4.
[_] going-private transaction subject to Rule 13e-3.
[_] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer. [_]
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Information Contained Herein
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Attached hereto are the following relating to ACM Managed Dollar Income
Fund, Inc.
1) Press Release dated May 21, 2007
2) Press Release dated February 7, 2007
Shareholder Contact:
1-800-221-5672
ACM Managed Dollar Income Fund, INC.
ANNOUNCES CONCLUSION OF TENDER OFFER MEASUREMENT PERIOD AND
COMMENCEMENT OF TENDER OFFER
NEW YORK, NY May 21, 2007 - ACM Managed Dollar Income Fund, Inc., a
closed-end investment company (NYSE:ADF) (the "Fund"), today announced the
results of its recently concluded tender offer measurement period and basic
terms of the tender offer to be conducted during the second quarter of this
year.
Pursuant to the Fund's Prospectus dated October 22, 1993, and subject to
the conditions and limitations described therein, the Fund undertook to conduct
a tender offer for shares of its common stock during the second quarter of each
year if, during a 12-week period designated by the Fund's Board of Directors,
the Fund's shares have traded at an average discount from net asset value of 3%
or more determined on the basis of the discount or premium on the last trading
day in each week during the 12-week period. As previously announced, the Board
of Directors had designated the 12 weeks ended May 18, 2007 as the measurement
period with respect to a possible 2007 tender offer. During that period, the
Fund's common stock traded at an average discount to net asset value of 5.47%.
Accordingly, the Fund is required pursuant to the Prospectus undertaking to
conduct a tender offer during the second quarter of 2007.
Under the terms approved by the Fund's Board of Directors, the Fund will,
pursuant to due notification, commence a tender offer on May 25, 2007 for
1,024,685 shares of its common stock representing approximately 5% of the Fund's
outstanding shares. The offer will be for cash at a price equal to the net asset
value per share determined as of the close of the regular trading session of the
New York Stock Exchange on the date after the date the offer expires. The offer
will expire at 12:00 Midnight Eastern Time on June 22, 2007, unless extended. On
May 18, 2007, the net asset value of a share of the Fund was $8.54 per share and
the per share market price on the Exchange was $8.13, representing a 4.80%
discount from net asset value.
The terms and conditions of the offer will be set forth in the Fund's Offer
to Purchase, to be dated May 25, 2007, and the related Letter of Transmittal.
This announcement is not an offer to purchase or solicitation of an offer
to sell shares of the Fund. The offer is made only by the Offer to Purchase and
the related Letter of Transmittal. Holders of Fund shares should read these
documents when they are available because they contain important information.
These and other filed documents are available to investors for free both at the
website of the Securities and Exchange Commission and from the Fund. The offer
is not being made to, nor will tenders be accepted from or on behalf of, holders
of shares in any jurisdiction in which making or accepting the offer would
violate that jurisdiction's laws.
The Fund is a non-diversified, closed-end U.S. registered management
investment company whose investment adviser is AllianceBernstein L.P. The Fund
has current net assets of approximately $174,929,697 million and invests
substantially all of the 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.
FOR IMMEDIATE RELEASE
Shareholder Contact:
1-800-221-5672
ACM MANAGED DOLLAR INCOME FUND, INC.
DESIGNATES Tender Offer MEASUREMENT PERIOD
NEW YORK, NY February 7, 2007 -- ACM Managed Dollar Income Fund, Inc.
(NYSE: ADF) (the "Fund") announced today that in accordance with its Prospectus
dated October 22, 1993, the Fund's Board of Directors has fixed the 12-week
period ending Friday, May 18, 2007, as the measurement period for purposes of
determining whether the Fund will conduct a tender offer for shares of its
common stock.
As provided in the Prospectus, and subject to the conditions and
limitations described therein, the Fund will conduct an annual tender offer for
its shares during the second quarter of each year if, during a 12-week period
"prior to a date designated by the Directors no later than the end of the first
calendar quarter," the Fund's shares have traded at an average discount from net
asset value of 3% or more determined on the basis of the discount or premium as
of the last trading day in each week during the 12-week period. As of the close
of trading on February 2, 2007, the Fund's shares were trading at a discount to
net asset value of 5.21%.
As of February 2, 2007, the Fund's total net assets were approximately $173
million. The Fund is a non-diversified, closed-end U.S. registered management
investment company whose investment adviser is AllianceBernstein L.P.
SK 00250 0209 776939