SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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 Quasar Fund, Inc.
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction
applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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/ / 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:
[LOGO OF ALLIANCE CAPITAL(R) APPEARS HERE]
ALLIANCE QUASAR FUND, INC.
ALLIANCE GLOBAL SMALL CAP FUND, INC.
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1345 Avenue of the Americas, New York, New York 10105
Toll Free (800) 221-5672
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NOTICE OF JOINT MEETING OF SHAREHOLDERS
JULY 6, 1998
To the Shareholders of Alliance Quasar Fund, Inc. ("AQF") and Alliance Global
Small Cap Fund, Inc. ("AGSCF"):
Notice is hereby given that a Joint Meeting of Shareholders (the "Meeting")
of AQF and AGSCF (individually, a "Fund" and collectively, the "Funds") will
be held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor,
New York, New York 10105, on Monday, July 6, 1998 at 11:00 a.m., for the
following purposes, all of which are more fully described in the accompanying
Proxy Statement dated May 27, 1998:
1. To elect eight Directors of each of AQF and AGSCF, each to hold office
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 that Fund's fiscal year ending in 1998; and
3. To transact such other business as may properly come before the Meeting.
The close of business on May 14, 1998 is the record date for the
determination of shareholders of the Funds 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
May 27, 1998
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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 ANY ADDITIONAL EXPENSE
OF FURTHER SOLICITATION, PLEASE MAIL YOUR PROXY PROMPTLY.
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(R) This registered service mark used under license from the owner, Alliance
Capital Management L.P.
PROXY STATEMENT
ALLIANCE QUASAR FUND, INC.
ALLIANCE GLOBAL SMALL CAP FUND, INC.
1345 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10105
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JOINT MEETING OF SHAREHOLDERS
JULY 6, 1998
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INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Boards of Directors of Alliance Quasar Fund, Inc.
("AQF") and Alliance Global Small Cap Fund, Inc. ("AGSCF"), each of which is a
Maryland corporation (individually, a "Fund" and collectively, the "Funds"),
in connection with the Joint Meeting of Shareholders (the "Meeting") to be
held at the offices of the Funds, 1345 Avenue of the Americas, 33rd Floor, New
York, New York 10105, on Monday, July 6, 1998 at 11:00 a.m. The Notice of
Meeting, Proxy Statement and Proxy Card are being mailed to shareholders on or
about May 27, 1998.
The Board of Directors of each Fund has fixed the close of business on May
14, 1998 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Meeting and at any adjournment thereof. The
outstanding voting shares of the Funds as of May 14, 1998 consisted of
60,773,663 shares of common stock of AQF and 11,095,255 shares of common stock
of AGSCF, 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 for a Fund will be voted for the election of eight Directors, and for
the ratification of the selection of Ernst & Young LLP as the independent
auditors of the Fund for its fiscal year ending in 1998. Any shareholder may
revoke that shareholder'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 shareholders
of the Funds because the shareholders of both Funds are to consider and vote
on similar matters. Shareholders 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 shareholders of one Fund
will not affect the implementation of the proposal by any other Fund if such
proposal is approved by the shareholders of the other Fund. In addition to the
solicitation of proxies by mail or expedited delivery service, employees and
agents of Alliance Capital Management L.P. ("Alliance") may solicit proxies in
person or by telephone. Persons holding shares as nominees will upon request
be reimbursed for their reasonable expenses in sending soliciting material to
their principals. Each Fund has engaged Shareholder Communications
Corporation, 17 State Street, New York, New York 10004, to assist the Fund in
soliciting proxies for the Meeting. Shareholder Communications Corporation
will receive a fee of $8,750 from each Fund for its services, plus
reimbursement of out-of-pocket expenses. The cost to each Fund of the
solicitation will be borne by that Fund.
1
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 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.
A quorum for AQF for the Meeting will consist of a majority of the shares
outstanding and entitled to vote. With respect to AGSCF, one-third of the
shares outstanding and entitled to vote is required for a quorum. In the event
that a quorum is not represented at the Meeting for a Fund 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 with respect to a Fund are not
received, the persons named as proxies may propose and vote for one or more
adjournments of the Meeting with respect to that Fund with no other notice
than announcement at the Meeting, in order to permit further solicitation of
proxies. The Meeting may be adjourned as to the Fund with respect to fewer
than all the proposals in this Proxy Statement and a shareholder vote may be
taken on any one of the proposals prior to 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
At the Meeting, eight Directors of each of AQF and AGSCF will be elected to
serve until their successor is duly elected and qualified. 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 card
to nominate and vote in favor of the election of the persons listed below.
Messrs. John D. Carifa, David H. Dievler, William H. Foulk, Jr., Clifford L.
Michel and Ms. Ruth Block were previously elected as Directors of AQF and
AGSCF by the Fund's respective shareholders. The foregoing individuals are
standing for re-election by shareholders at the Meeting.
Mr. John H. Dobkin and Dr. James M. Hester were elected Directors of AQF and
AGSCF by action of the Boards of Directors of the Funds, and Mr. Donald J.
Robinson has been nominated for election as Director of AQF and AGSCF by
action of the Nominating Committees of the Boards of Directors of the Funds.
Each is standing for shareholder election.
Each of Messrs. Carifa, Dievler, Dobkin, Foulk, Michel and Robinson, Ms.
Block, and Dr. Hester has consented to serve as a Director. The Boards of
Directors know of no reason why any of the nominees would be unable to serve,
but in the event of such inability the proxies received will be voted for a
substitute nominee as the Boards of Directors may recommend.
2
Certain information concerning the nominees is set forth below:
NUMBER OF SHARES
NAME, POSITIONS AND OFFICES BENEFICIALLY OWNED
WITH THE FUNDS, AGE, PRINCIPAL YEAR FIRST DIRECTLY OR
OCCUPATION DURING THE PAST FIVE BECAME A INDIRECTLY AS OF
YEARS AND OTHER DIRECTORSHIPS DIRECTOR MAY 14, 1998
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* John D. Carifa, Chairman of each Board and AQF 1987 37,849 AQF
President of AGSCF, 53. President, Chief AGSCF 1992 -0- AGSCF
Operating Officer and a Director of
Alliance Capital Management Corporation
("ACMC").
**+ Ruth Block, Director, 67. She was formerly AQF 1992 1,680 AQF
Executive Vice President and Chief AGSCF 1992 -0- AGSCF
Insurance Officer of The Equitable Life
Assurance Society of the United States.
She is a Director of Ecolab Inc.
(specialty chemicals) and Amoco
Corporation (oil and gas).
**+ David H. Dievler, Director, 68. He is an AQF 1987 2,551 AQF
independent consultant. He was formerly AGSCF 1981 1,910 AGSCF
Chairman of the Boards of the Funds and a
Senior Vice President of ACMC until
December 1994.
**+ John H. Dobkin, Director, 55. He is AQF 1994 359 AQF
President of Historic Hudson Valley AGSCF 1994 -0- AGSCF
(historic preservation) since 1990. He was
formerly Director of the National Academy
of Design.
**+ William H. Foulk, Jr., Director, 65. He is AQF 1992 545 AQF
an investment adviser and independent AGSCF 1992 -0- AGSCF
consultant. He was formerly Senior Manager
of Barrett Associates, Inc., a registered
investment adviser, since prior to 1993.
**+ Dr. James M. Hester, Director, 73. He is AQF 1993 1,783 AQF
President of The Harry Frank Guggenheim AGSCF 1993 -0- AGSCF
Foundation. He was formerly President of
New York University and The New York
Botanical Garden and Rector of The United
Nations University.
**+ Clifford L. Michel, Director, 58. He is a AQF 1986 2,715 AQF
Partner in the law firm of Cahill Gordon & AGSCF 1983 16,034 AGSCF
Reindel. He is Chief Executive Officer of
Wenonah Development Company (investments)
and a Director of Placer Dome, Inc.
(mining).
Donald J. Robinson, Nominee, 63. He was AQF 1998++ -0- AQF
formerly a senior partner in Orrick, AGSCF 1998++ -0- AGSCF
Herrington & Sutcliffe and is currently
Senior Counsel to that law firm. He was a
member of the Executive Committee of that
firm from January 1989 to December 1994.
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*"Interested person," as defined in the Investment Company Act of 1940, as
amended (the "Act"), of each Fund because of affiliation with Alliance.
**Member of the Audit Committee.
+Member of the Nominating Committee.
++If elected at this Meeting.
3
During the Funds' respective fiscal years ended in 1997, the Directors met
seven times in the case of AQF and eight times in the case of AGSCF. The Audit
Committee of each Fund met two times during such fiscal year for the purposes
described below in Proposal Two and the Nominating Committee of each Fund did
not meet. The Nominating Committee of each Fund was constituted for the
purpose of selecting and nominating persons to fill any vacancies among the
Directors. The Nominating Committee does not currently consider candidates
proposed by shareholders 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 the Fund to each of the Directors during its most recent fiscal year,
the aggregate compensation paid to each of the Directors during calendar year
1997 by all the registered investment companies to which Alliance provides
investment advisory services (collectively, the "Alliance Fund Complex"), and
the total number of registered 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 registered investment company in the
Alliance Fund Complex provides compensation in the form of pension or
retirement benefits to any of its directors or trustees.
TOTAL NUMBER
OF INVESTMENT
TOTAL NUMBER PORTFOLIOS WITHIN
TOTAL OF FUNDS IN THE THE ALLIANCE FUND
COMPENSATION ALLIANCE COMPLEX, COMPLEX, INCLUDING
AGGREGATE FROM THE ALLIANCE INCLUDING THE FUNDS, THE FUNDS AS TO WHICH
COMPENSATION FUND COMPLEX, AS TO WHICH THE DIRECTOR THE DIRECTOR IS A
NAME OF DIRECTOR FROM THE FUNDS INCLUDING THE FUNDS IS A DIRECTOR OR TRUSTEE DIRECTOR OR TRUSTEE
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John D. Carifa $-0- $-0- 54 118
Ruth Block $4,592 AQF $164,000 40 80
$4,821 AGSCF
David H. Dievler $4,706 AQF $188,500 47 83
$4,840 AGSCF
John H. Dobkin $4,690 AQF $126,500 44 80
$4,942 AGSCF
William H. Foulk, Jr. $4,766 AQF $149,145 47 107
$4,802 AGSCF
Dr. James M. Hester $4,666 AQF $156,500 40 76
$4,809 AGSCF
Clifford L. Michel $3,916 AQF $194,500 41 92
$4,059 AGSCF
Alliance has instituted a policy applicable to all funds in the Alliance
Fund Complex contemplating that each Director will invest specified minimum
amounts and an overall total of at least $150,000 in shares of investment
companies within the Alliance Fund Complex (including the Funds). As of May
14, 1998, the Directors and executive officers of the Fund, as a group, owned
less than 1% of the shares of the Fund.
THE DIRECTORS OF EACH FUND RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE
ELECTION OF THE FOREGOING INDIVIDUALS TO SERVE AS DIRECTORS OF THE FUND.
4
PROPOSAL TWO
RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Directors of each Fund recommend that the shareholders of the Fund
ratify the selection of Ernst & Young LLP, independent auditors, to audit the
accounts of that Fund for the fiscal year ending in 1998 (September 30 in the
case of AQF, July 31 in the case of AGSCF). Their selection was approved by
the vote, cast in person, of a majority of the Directors who are not
"interested persons" of the Fund, as defined in the Act, at a meeting held on
July 18, 1997. The affirmative vote of a majority of the votes of each Fund
cast at the Meeting is required to ratify such selection. Ernst & Young LLP
does not have any direct financial interest or any material indirect financial
interest in the Funds.
A representative of Ernst & Young LLP is expected to attend the Meeting and
to have the opportunity to make a statement and respond to appropriate
questions from shareholders. The Audit Committee of the Board of Directors of
each Fund generally meets twice during that Fund's fiscal year with
representatives of the independent auditors to discuss the scope of their
engagement and to review the financial statements of the Fund and the results
of their examination thereof.
THE DIRECTORS OF EACH FUND RECOMMEND THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS INDEPENDENT AUDITORS OF
THE FUND.
OTHER MATTERS
Management of each Fund does not know of any other matters to be presented
at the Meeting other than those mentioned in this Proxy Statement. If any
other matters properly come before the Meeting, unless otherwise indicated,
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 PRINCIPAL
OFFICERS, INVESTMENT ADVISER
AND PRINCIPAL UNDERWRITER OF THE FUNDS
Certain information about the principal 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 sponsored by Alliance.
John D. Carifa, Director, Chairman of each Fund and President of AGSCF. (See
Proposal One, "Election of Directors," at page 3 for biographical
information.)
Alden M. Stewart, President of AQF and Senior Vice President of AGSCF, 51,
has been an Executive Vice President of ACMC since July, 1993. Prior thereto
he was associated with Equitable Capital Management Corporation ("ECMC").
Randall E. Haase, Senior Vice President of AQF and Vice President of AGSCF,
32, has been a Vice President of ACMC since July, 1993. Prior thereto he was
associated with ECMC.
5
Edmund P. Bergan, Jr., Secretary, 48, is a Senior Vice President and the
General Counsel of Alliance Fund Distributors, Inc. ("AFD"), with which he has
been associated since prior to 1993.
Mark D. Gersten, Treasurer and Chief Financial Officer, 47, is a Senior Vice
President of Alliance Fund Services, Inc. ("AFS"), with which he has been
associated since prior to 1993.
The address of the officers of the Funds (other than Mr. Gersten) is c/o
Alliance Capital Management L.P., 1345 Avenue of the Americas, New York, New
York 10105. Mr. Gersten's address is c/o Alliance Capital Management L.P., 500
Plaza Drive, Secaucus, New Jersey 07094.
Each Fund's investment adviser is Alliance Capital Management L.P., and each
Fund's principal underwriter is Alliance Fund Distributors, Inc., both with
principal offices at 1345 Avenue of the Americas, New York, New York 10105.
SUBMISSION OF PROPOSALS FOR FUTURE
MEETINGS OF SHAREHOLDERS
Meetings of shareholders of the Funds are not held on an annual or other
regular basis. A shareholder proposal intended to be presented at any future
meeting of shareholders of a Fund must be received by the Fund within a
reasonable time before the solicitation relating thereto in order to be
included in the Fund's proxy statement and form of proxy card relating to that
meeting. The submission by a shareholder of a proposal for inclusion in the
proxy statement does not guarantee that it will be included. Shareholder
proposals are subject to certain regulations under federal securities laws.
REPORTS TO SHAREHOLDERS
A Fund will furnish each person to whom this Proxy Statement is delivered on
behalf of the Fund with a copy of the Fund's latest annual report to
shareholders and subsequent semi-annual report to shareholders, if any, upon
request and without charge. To request a copy, please call Alliance Fund
Services, Inc. at (800) 227-4618 or contact Jane E. Heeckt 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
May 27, 1998
New York, New York
6
TABLE OF CONTENTS PAGE
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Introduction.............................................................. 1
Proposal One: Election of Directors....................................... 2
Proposal Two: Ratification of Selection of Independent Auditors........... 5
Other Matters............................................................. 5
Information as to the Principal Officers, Investment Adviser and Principal
Underwriter of the Funds................................................. 5
Submission of Proposals for Future Meetings of Shareholders............... 6
Reports to Shareholders................................................... 6
ALLIANCE QUASAR FUND, INC.
ALLIANCE GLOBAL SMALL CAP FUND, INC.
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[LOGO OF ALLIANCE CAPITAL(R) APPEARS HERE]
Alliance Capital Management L.P.
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NOTICE OF JOINT MEETING OF SHAREHOLDERS AND PROXY STATEMENT JULY 6, 1998
APPENDIX
PROXY PROXY
ALLIANCE QUASAR FUND, INC.
ALLIANCE GLOBAL SMALL CAP FUND, INC.
Instructions to the Shareholders of the Funds in connection
with the Meeting of Shareholders to be held on July 6, 1998.
THIS PROXY IS SOLICITED ON BEHALF OF THE DIRECTORS OF THE FUND.
The undersigned hereby instructs Ms. Carol H. Rappa and Ms. Jane
E. Heeckt, each with the power to appoint her substitute, and
authorizes each of them to vote all shares of the Common Stock of
the Funds registered in the name of the undersigned at the
Meeting of Shareholders of the Funds to be held at 11:00 a.m.,
New York Time, on July 6, 1998 at the offices of the Funds, 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.
Please sign this proxy exactly as your name appears on the books
of the Funds. 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.
___________________________
Signature
___________________________
Signature (if held jointly)
, 1998
Date
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" THE ELECTION OF THE NOMINEES AS DIRECTORS AND
"FOR" ANY PROPOSAL FOR WHICH NO CHOICE IS INDICATED. TO VOTE,
MARK BLOCKS BELOW IN BLUE OR BLACK INK.
EXAMPLE /X/
1. Election of Directors.
If you do not wish your shares voted "FOR" any particular
nominee, mark the "For All Except" box and strike a line
through the name(s) of the nominee(s). Your shares shall be
voted for the remaining nominee(s).
For Withhold For All Except
/ / / / / /
JOHN D. CARIFA, RUTH BLOCK, DAVID H. DIEVLER,
JOHN H. DOBKIN, WILLIAM H. FOULK, JR., JAMES M.
HESTER, CLIFFORD L. MICHEL AND DONALD J. ROBINSON
2. Ratification of the
selection of Ernst & For Against Abstain
Young LLP as the / / / / / /
independent auditors
of the Fund for the
fiscal year ending in 1998.
3. In their discretion, upon
such other matters / / / / / /
as may properly come
before the meeting or
any adjournments thereof.
PLEASE SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
00250150.AU5