United States
Securities and Exchange Commission
Washington, D.C. 20549
Form N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES
Investment Company Act file number: 811-06730
AllianceBernstein Premier Growth Fund, Inc.
(Exact name of registrant as specified in charter)
1345 Avenue of the Americas, New York, New York 10105
(Address of principal executive offices) (Zip code)
Mark R. Manley
Alliance Capital Management, L.P.
1345 Avenue of the Americas
New York, New York 10105
(Name and address of agent for service)
Registrant's telephone number, including area code: (800) 221-5672
Date of fiscal year end: July 31, 2003
Date of reporting period: January 31, 2004
ITEM 1. REPORTS TO STOCKHOLDERS.
[LOGO] ALLIANCEBERNSTEIN (SM)
Investment Research and Management
AllianceBernstein Premier Growth Fund
Large-Cap Growth
Semi-Annual Report--January 31, 2004
Investment Products Offered
Are Not FDIC Insured
May Lose Value
Are Not Bank Guaranteed
The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that shares, when redeemed, may be worth more or less than their
original cost. You should consider the investment objectives, risks, charges
and expenses of the Fund carefully before investing. For a free copy of the
Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or Alliance at
(800) 227-4618. Please read the prospectus carefully before you invest.
You may obtain month-end performance information from our web site at
www.alliancebernstein.com (click on Investors/ Products & Services/ Mutual
Funds).
This shareholder report must be preceded or accompanied by the Fund's
prospectus for individuals who are not current shareholders of the Fund.
You may obtain a description of the Fund's proxy voting policies and
procedures, without charge, upon request by visiting Alliance Capital's web
site at www.alliancebernstein.com (click on Investors, then the "proxy voting
policies and procedures" link on the left side of the page), or by going to the
Securities and Exchange Commission's web site at www.sec.gov, or by calling
Alliance Capital at (800) 227-4618.
AllianceBernstein Investment Research and Management, Inc., is an affiliate of
Alliance Capital Management L.P., the manager of the funds, and is a member of
the NASD.
March 15, 2004
Semi-Annual Report
This report provides management's discussion of fund performance for
AllianceBernstein Premier Growth Fund (the "Fund") for the semi-annual
reporting period ended January 31, 2004.
Investment Objective and Policies
This open-end fund seeks long-term growth of capital by investing predominately
in the securities of a limited number of large, carefully selected,
high-quality U.S. companies that are judged likely to achieve superior earnings
growth. Normally, about 40 to 60 companies will be represented in the Fund's
portfolio, with the 25 most highly regarded of these usually constituting 70%
of the Fund's net assets.
Investment Results
The following table provides the performance results for the Fund and its
benchmark, the Russell 1000 Growth Index for the six- and 12-month periods
ended January 31, 2004. For comparison, we have also provided the returns for
the Standard & Poor's (S&P) 500 Stock Index, a common measure of the broad
stock market.
INVESTMENT RESULTS*
Periods Ended January 31, 2004
Returns
6 Months 12 Months
AllianceBernstein
Premier Growth Fund
Class A 10.33% 28.96%
Class B 9.88% 27.90%
Class C 9.93% 28.01%
Russell 1000 Growth Index 14.23% 35.69%
S&P 500 Stock Index 15.22% 34.55%
* The Fund's investment results are for the periods shown and are based on the
net asset value (NAV) of each class of shares as of January 31, 2004. Returns
do not reflect the deduction of taxes that a shareholder would pay on fund
distributions or the redemption of fund shares. All fees and expenses related
to the operation of the Fund have been deducted, but no adjustment has been
made for sales charges that may apply when shares are purchased or redeemed.
Returns for the Fund include the reinvestment of any distributions paid during
each period. Returns for Class R and Advisor Class shares will vary due to
different expenses associated with these classes. Past performance is no
guarantee of future results.
The unmanaged Russell 1000 Growth Index, the unmanaged Russell 1000 Index and
the unmanaged Standard & Poor's (S&P) 500 Stock Index do not reflect fees and
expenses associated with the active management of a mutual fund portfolio. The
Russell 1000 Growth Index contains those securities in the Russell 1000 Index
with a greater-than-average growth orientation. The Russell 1000 Index is
comprised of 1000 of the largest capitalized companies that are traded in the
United States. The S&P 500 Stock Index is comprised of 500 U.S. companies and
is a common measure of the performance of the overall U.S. stock market.
Investors cannot invest directly in an index, and its results are not
indicative of
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 1
any specific investment, including AllianceBernstein Premier Growth Fund.
Additional investment results appear on pages 4-6.
For the six- and 12-month periods ended January 31, 2004, the Fund
underperformed its benchmark, the Russell 1000 Growth Index. This was due to
adverse stock selection in the consumer discretionary sector and underweighting
in the technology sector. Thus far, the market's upsurge has been led by
small-cap, low-quality, high-beta stocks--companies that the Fund generally
avoids under the parameters of our longstanding investment philosophy. Stocks
ranked C in the S&P quality rankings returned 90.0% during 2003, while the top
quality A-ranked companies returned 27.4%.
Market Review and Investment Strategy
Unfortunately, economic news is not all positive. Robust gains in productivity
have allowed for solid gross domestic product (GDP) growth and exceptional
growth in corporate profitability without employment gains. The White House
raised its projection for the federal budget deficit to over $500 billion,
citing greater than expected costs for the Medicare drug benefit. Stubbornly
high oil prices and price increases in some other key commodities suggest that
inflation and interest rates may be headed up.
However, the equity markets have been strong during the past 12-month period
ended January 31, 2004, with the S&P 500 Stock Index up 34.55%. Corporate
earnings reports have been generally positive, with about 65% of companies
exceeding the street's expectations for the fourth quarter of 2003. The U.S.
trade deficit is narrowing more quickly than expected as the falling dollar
makes U.S. exports more attractive and imports more expensive. Inflation
continues to be benign with the Core Consumer Price Index (CPI) up only 1.1% in
2003. Fourth quarter 2003 GDP, while short of consensus expectations of 5.0%,
gained a solid 4.1%. The consumer continues to be an important part of the
economic recovery. Strong December new housing starts raised the annualized
expectation to 2.09 million new units, the highest in 20 years.
The Fund's investment strategy during the 12-month period ended January 31,
2004, as it has been since the Fund's inception, was to invest in companies
with superior sustainable earnings growth and reasonable valuations.
2 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
PORTFOLIO SUMMARY
January 31, 2004 (unaudited)
Portfolio Summary
INCEPTION DATES
Class A Shares
9/28/92
Class B Shares
9/28/92
Class C Shares
5/3/93
PORTFOLIO STATISTICS
Net Assets ($mil): $5,981.9
SECTOR BREAKDOWN
37.0% Technology
19.5% Finance
18.1% Consumer Services
18.1% Health Care
3.8% Consumer Staples
3.2% Capital Goods
0.3% Short-Term
[PIE CHART OMITTED]
All data as of January 31, 2004. The Fund's sector breakdown is expressed as a
percentage of total investments (excluding security lending collateral) and may
vary over time.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 3
INVESTMENT RESULTS
CLASS A SHARE AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2004
- -------------------------------------------------------------------------------
Without Sales Charge With Sales Charge
1 Year 28.96% 23.49%
5 Years -9.52% -10.30%
10 Years 8.02% 7.55%
CLASS A SHARE SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT QUARTER-END (DECEMBER 31, 2003)
- -------------------------------------------------------------------------------
1 Year 17.49%
5 Years -8.98%
10 Years 7.83%
The performance shown above represents past performance and does not guarantee
future results. Current performance may be lower or higher than the performance
information shown. The Fund's investment results are for the periods shown and
are based on the Fund's Class A shares at net asset value (NAV). All fees and
expenses related to the operation of the Fund have been deducted. NAV returns
do not reflect sales charges; if sales charges were reflected, the Fund's
quoted performance would be lower. Fund returns do not reflect the deduction of
taxes that a shareholder would pay on fund distributions or the redemption of
fund shares. Fund returns reflect the reinvestment of dividends and/or capital
gains distributions in additional shares.
SEC returns reflect the 4.25% maximum front-end sales charge for Class A
shares.
The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that shares, when redeemed, may be worth more or less than their
original cost. You should consider the investment objectives, risks, charges
and expenses of the Fund carefully before investing. For a free copy of the
Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or Alliance at
(800) 227-4618. Please read the prospectus carefully before you invest. You may
obtain current month-end performance information from our web site at
www.alliancebernstein.com (click on Investors/Products & Services/Mutual
Funds).
A Word About Risk: The Fund concentrates its investments in a limited number of
issues and an investment in the Fund is therefore subject to greater risk and
volatility than investments in a more diversified portfolio. While the Fund
invests principally in common stocks and other equity securities, in order to
achieve its investment objectives, the Fund may at times use certain types of
investment derivatives, such as options, futures, forwards and swaps. These
instruments involve risks different from, and in certain cases, greater than
the risks presented by more traditional investments. These risks are more fully
discussed in the prospectus.
4 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
INVESTMENT RESULTS
CLASS B SHARE AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2004
- -------------------------------------------------------------------------------
Without Sales Charge With Sales Charge
1 Year 27.90% 23.90%
5 Years -10.19% -10.19%
10 Years(a) 7.45% 7.45%
CLASS B SHARE SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT QUARTER-END (DECEMBER 31, 2003)
- -------------------------------------------------------------------------------
1 Year 17.76%
5 Years -8.86%
10 Years(a) 7.73%
The performance shown above represents past performance and does not guarantee
future results. Current performance may be lower or higher than the performance
information shown. The Fund's investment results are for the periods shown and
are based on the Fund's Class B shares at net asset value (NAV). All fees and
expenses related to the operation of the Fund have been deducted. NAV returns
do not reflect sales charges; if sales charges were reflected, the Fund's
quoted performance would be lower. Fund returns do not reflect the deduction of
taxes that a shareholder would pay on fund distributions or the redemption of
fund shares. Fund returns reflect the reinvestment of dividends and/or capital
gains distributions in additional shares.
SEC returns reflect the applicable contingent deferred sales charge for Class B
shares (4% year 1, 3% year 2, 2% year 3, 1% year 4).
The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that shares, when redeemed, may be worth more or less than their
original cost. You should consider the investment objectives, risks, charges
and expenses of the Fund carefully before investing. For a free copy of the
Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or Alliance at
(800) 227-4618. Please read the prospectus carefully before you invest. You may
obtain current month-end performance information from our web site at
www.alliancebernstein.com (click on Investors/Products & Services/Mutual
Funds).
A Word About Risk: The Fund concentrates its investments in a limited number of
issues and an investment in the Fund is therefore subject to greater risk and
volatility than investments in a more diversified portfolio. While the Fund
invests principally in common stocks and other equity securities, in order to
achieve its investment objectives, the Fund may at times use certain types of
investment derivatives, such as options, futures, forwards and swaps. These
instruments involve risks different from, and in certain cases, greater than
the risks presented by more traditional investments. These risks are more fully
discussed in the fund's prospectus.
(a) Assumes conversion of Class B shares into Class A shares after eight years.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 5
INVESTMENT RESULTS
CLASS C SHARE AVERAGE ANNUAL RETURNS AS OF JANUARY 31, 2004
- -------------------------------------------------------------------------------
Without Sales Charge With Sales Charge
1 Year 28.01% 27.01%
5 Years -10.17% -10.17%
10 Years 7.30% 7.30%
CLASS C SHARE SEC AVERAGE ANNUAL RETURNS (WITH SALES CHARGES)
AS OF THE MOST RECENT QUARTER-END (DECEMBER 31, 2003)
- -------------------------------------------------------------------------------
1 Year 20.88%
5 Years -8.84%
10 Years 7.59%
The performance shown above represents past performance and does not guarantee
future results. Current performance may be lower or higher than the performance
information shown. The Fund's investment results are for the periods shown and
are based on the Fund's Class C shares at net asset value (NAV). All fees and
expenses related to the operation of the Fund have been deducted. NAV returns
do not reflect sales charges; if sales charges were reflected, the Fund's
quoted performance would be lower. Fund returns do not reflect the deduction of
taxes that a shareholder would pay on fund distributions or the redemption of
fund shares. Fund returns reflect the reinvestment of dividends and/or capital
gains distributions in additional shares.
SEC returns reflect the applicable contingent deferred sales charge for Class C
shares (1% year 1).
The investment return and principal value of an investment in the Fund will
fluctuate as the prices of the individual securities in which it invests
fluctuate, so that shares, when redeemed, may be worth more or less than their
original cost. You should consider the investment objectives, risks, charges
and expenses of the Fund carefully before investing. For a free copy of the
Fund's prospectus, which contains this and other information, visit our web
site at www.alliancebernstein.com or call your financial advisor or Alliance at
(800) 227-4618. Please read the prospectus carefully before you invest. You may
obtain current month-end performance information from our web site at
www.alliancebernstein.com (click on Investors/Products & Services/Mutual
Funds).
A Word About Risk: The Fund concentrates its investments in a limited number of
issues and an investment in the Fund is therefore subject to greater risk and
volatility than investments in a more diversified portfolio. While the Fund
invests principally in common stocks and other equity securities, in order to
achieve its investment objectives, the Fund may at times use certain types of
investment derivatives, such as options, futures, forwards and swaps. These
instruments involve risks different from, and in certain cases, greater than
the risks presented by more traditional investments. These risks are more fully
discussed in the fund's prospectus.
6 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
TEN LARGEST HOLDINGS
January 31, 2004 (unaudited)
Percent of
Company Value Net Assets
- -------------------------------------------------------------------------------
Microsoft Corp. $ 327,117,472 5.5%
Intel Corp. 259,175,880 4.3
UnitedHealth Group, Inc. 244,189,680 4.1
American International Group, Inc. 238,609,365 4.0
Lowe's Cos., Inc. 236,482,155 4.0
Dell, Inc. 235,796,150 3.9
Citigroup, Inc. 206,761,334 3.5
Cisco Systems, Inc. 204,771,296 3.4
Viacom, Inc. Cl.B 203,224,235 3.4
eBay, Inc. 197,058,145 3.3
$2,353,185,712 39.4%
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 7
PORTFOLIO OF INVESTMENTS
January 31, 2004 (unaudited)
Company Shares Value
- -------------------------------------------------------------------------------
COMMON STOCKS-99.4%
Technology-36.8%
Communication Equipment-6.4%
Cisco Systems, Inc.(a) 7,986,400 $ 204,771,296
Juniper Networks, Inc.(a) 2,401,700 69,385,113
Nokia Corp. (ADR) (Finland) 5,457,900 112,760,214
------------
386,916,623
Computer Hardware/Storage-4.7%
Dell, Inc.(a) 7,045,000 235,796,150
EMC Corp.(a) 3,133,400 43,992,936
------------
279,789,086
Computer Software-10.8%
Electronic Arts, Inc.(a) 3,296,700 154,483,362
Intuit, Inc.(a) 1,771,000 89,293,820
Microsoft Corp. 11,830,650 327,117,472
VERITAS Software Corp.(a) 2,324,900 76,396,214
------------
647,290,868
Internet Infrastructure-3.3%
eBay, Inc.(a) 2,939,850 197,058,145
Internet Media-2.2%
Yahoo!, Inc.(a) 2,815,550 131,908,518
Semi-Conductor Capital Equipment-0.7%
Applied Materials, Inc.(a) 1,858,300 40,436,608
Semi-Conductor Components-8.7%
Broadcom Corp. Cl.A(a) 2,226,200 90,361,458
Intel Corp. 8,469,800 259,175,880
Maxim Integrated Products, Inc. 1,864,300 95,358,945
Taiwan Semiconductor Manufacturing Co.,
Ltd. (ADR) (Taiwan) 5,759,450 64,390,651
Texas Instruments, Inc. 360,600 11,304,810
------------
520,591,744
------------
2,203,991,592
Finance-19.5%
Banking - Money Center-0.6%
J. P. Morgan Chase & Co. 921,600 35,841,024
Brokerage & Money Management-4.8%
Franklin Resources, Inc. 140,700 8,128,239
Lehman Brothers Holdings, Inc. 760,600 62,445,260
Merrill Lynch & Co., Inc. 1,851,300 108,837,927
Morgan Stanley 1,833,500 106,728,035
------------
286,139,461
8 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
Company Shares Value
- -------------------------------------------------------------------------------
Insurance-6.5%
American International Group, Inc. 3,435,700 $ 238,609,365
The Progressive Corp. 1,822,961 150,667,727
------------
389,277,092
Mortgage Banking-1.3%
Federal National Mortgage Association 971,600 74,910,360
Miscellaneous-6.3%
Citigroup, Inc. 4,178,685 206,761,334
MBNA Corp. 6,370,520 171,749,219
------------
378,510,553
------------
1,164,678,490
Consumer Services-18.1%
Broadcasting & Cable-8.3%
Clear Channel Communications, Inc. 1,598,800 71,930,012
Comcast Corp. Cl.A(a) 4,581,000 150,943,950
The E.W. Scripps Co. Cl.A 402,550 38,286,531
Univision Communications, Inc. Cl.A(a) 823,300 29,120,121
Viacom, Inc. Cl.B 5,042,785 203,224,235
------------
493,504,849
Printing & Publishing-0.2%
Gannett Co., Inc. 145,870 12,502,518
Retail - General Merchandise-9.6%
Bed Bath & Beyond, Inc.(a) 2,545,600 103,376,816
Family Dollar Stores, Inc. 213,700 7,402,568
Lowe's Cos., Inc. 4,416,100 236,482,155
Target Corp. 1,597,100 60,625,916
Wal-Mart Stores, Inc. 3,085,500 166,154,175
------------
574,041,630
------------
1,080,048,997
Health Care-18.0%
Biotechnology-3.4%
Amgen, Inc.(a) 2,716,300 175,174,187
Gilead Sciences, Inc.(a) 524,500 28,779,315
------------
203,953,502
Drugs-5.4%
Forest Laboratories, Inc.(a) 521,600 38,853,984
Pfizer, Inc. 4,907,800 179,772,714
Teva Pharmaceutical Industries, Ltd.
(ADR) (Israel) 1,698,000 106,277,820
------------
324,904,518
AllianceBernstein Premier Growth Fund o 9
Shares or
Principal
Amount
Company (000) Value
- -------------------------------------------------------------------------------
Medical Products-4.3%
Alcon, Inc. (Switzerland) 805,400 $ 51,553,654
Medtronic, Inc. 2,486,300 122,375,686
St. Jude Medical, Inc.(a) 560,900 40,300,665
Stryker Corp. 158,600 14,074,164
Zimmer Holdings, Inc.(a) 399,300 30,546,450
------------
258,850,619
Medical Services-4.9%
UnitedHealth Group, Inc. 4,011,000 244,189,680
WellPoint Health Networks, Inc.(a) 428,800 45,024,000
------------
289,213,680
------------
1,076,922,319
Consumer Staples-3.8%
Beverages-0.7%
Anheuser-Busch Cos., Inc. 813,100 41,240,432
Cosmetics-1.2%
Avon Products, Inc. 1,098,700 69,569,684
Household Products-1.0%
The Procter & Gamble Co. 606,450 61,299,966
Retail - Food & Drug-0.9%
Walgreen Co. 1,540,200 53,213,910
------------
225,323,992
Capital Goods-3.2%
Miscellaneous-3.2%
General Electric Co. 5,520,600 185,657,778
United Technologies Corp. 80,400 7,681,416
------------
193,339,194
Total Common Stocks
(cost $4,596,415,854) 5,944,304,584
SHORT-TERM INVESTMENT-0.3%
Time Deposit-0.3%
State Street Euro Dollar
0.50%, 2/02/04
(cost $19,900,000) $19,900 19,900,000
Total Investment Before Security Lending
Collateral-99.7%
(cost $4,616,315,854) 5,964,204,584
INVESTMENT OF CASH COLLATERAL
FOR SECURITIES LOANED*-1.0%
Short-Term Investment-1.0%
UBS Private Money Market Fund, LLC, 1.02%
(cost $61,715,100) 61,715,100 61,715,100
10 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
Value
- -------------------------------------------------------------------------------
Total Investments-100.7%
(cost $4,678,030,954) $6,025,919,684
Other assets less liabilities-(0.7)% (44,052,496)
------------
Net Assets-100% $5,981,867,188
* See Note E for securities lending information.
(a) Non-income producing security.
Glossary:
ADR-American Depositary Receipt.
See notes to financial statements.
AllianceBernstein Premier Growth Fund o 11
STATEMENT OF ASSETS & LIABILITIES
January 31, 2004 (unaudited)
Assets
Investments in securities, at value
(cost $4,678,030,954--including investment of
cash collateral for securities loaned of $61,715,100) $6,025,919,684(a)
Receivable for investment securities sold 110,274,710
Dividends and interest receivable 2,570,658
Receivable for capital stock sold 2,019,716
Total assets 6,140,784,768
Liabilities
Payable for collateral on securities loaned 61,715,100
Payable for investment securities purchased 74,251,906
Payable for capital stock redeemed 12,256,411
Advisory fee payable 3,619,352
Distribution fee payable 1,179,590
Accrued expenses and other liabilities 5,895,221
Total liabilities 158,917,580
Net Assets $5,981,867,188
Composition of Net Assets
Capital stock, at par $365,152
Additional paid-in capital 14,023,694,446
Accumulated net investment loss (41,585,534)
Accumulated net realized loss on investment transactions (9,348,495,606)
Net unrealized appreciation of investments 1,347,888,730
$5,981,867,188
Calculation of Maximum Offering Price
Class A Shares
Net asset value and redemption price per share
($1,715,207,962 / 99,795,641 shares of capital stock
issued and outstanding) $17.19
Sales charge--4.25% of public offering price .76
Maximum offering price $17.95
Class B Shares
Net asset value and offering price per share
($2,485,514,244 / 158,478,688 shares of capital stock
issued and outstanding) $15.68
Class C Shares
Net asset value and offering price per share
($857,324,403 / 54,535,269 shares of capital stock
issued and outstanding) $15.72
Class R Shares
Net asset value and offering price per share
($10,353 / 602.773 shares of capital stock
issued and outstanding) $17.18
Advisor Class Shares
Net asset value, redemption and offering price per share
($923,810,226 / 52,342,015 shares of capital stock
issued and outstanding) $17.65
(a) Includes securities on loan with a value of $60,560,914 (see Note E).
See notes to financial statements.
12 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
STATEMENT OF OPERATIONS
Six Months Ended January 31, 2004 (unaudited)
Investment Income
Dividends (net of foreign taxes withheld
of $120,484) $22,674,985
Interest 79,649 $22,754,634
Expenses
Advisory fee 30,565,743
Distribution fee--Class A 2,638,436
Distribution fee--Class B 13,123,778
Distribution fee--Class C 4,600,672
Distribution fee--Class R 12
Transfer agency 13,621,914
Printing 1,695,218
Custodian 264,111
Administrative 74,000
Audit and legal 56,001
Registration fees 53,507
Directors' fees and expenses 8,951
Miscellaneous 73,907
Total expenses 66,776,250
Less: expense waived by the Adviser and
the Transfer Agent (see Note B) (2,434,490)
Less: expense offset arrangement
(see Note B) (1,592)
Net expenses 64,340,168
Net investment loss (41,585,534)
Realized and Unrealized Gain on
Investment Transactions
Net realized gain on investment
transactions 208,871,119
Net change in unrealized
appreciation/depreciation
of investments 419,131,863
Net gain on investment transactions 628,002,982
Net Increase in Net Assets from
Operations $586,417,448
See notes to financial statements.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 13
STATEMENT OF CHANGES IN NET ASSETS
Six Months December 1,
Ended 2002 to Year Ended
January 31, 2004 July 31, November 30,
(unaudited) 2003* 2002
- ----------------------------------------------------------------------------------
<s> <c> <c> <c>
Increase (Decrease) in
Net Assets from Operations
Net investment loss $ (41,585,534) $ (60,479,813) $ (140,105,308)
Net realized gain (loss) on
investment transactions 208,871,119 (787,390,546) (2,391,356,164)
Net change in unrealized
appreciation/depreciation
of investments 419,131,863 943,573,844 (346,707,652)
Net increase (decrease) in
net assets from operations 586,417,448 95,703,485 (2,878,169,124)
Capital Stock Transactions
Net decrease (768,314,745) (818,339,806) (2,250,580,831)
Total decrease (181,897,297) (722,636,321) (5,128,749,955)
Net Assets
Beginning of period 6,163,764,485 6,886,400,806 12,015,150,761
End of period $5,981,867,188 $6,163,764,485 $ 6,886,400,806
* The Fund changed its fiscal year end from November 30 to July 31.
See notes to financial statements.
14 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
NOTES TO FINANCIAL STATEMENTS
January 31, 2004 (unaudited)
NOTE A
Significant Accounting Policies
AllianceBernstein Premier Growth Fund, Inc. (the "Fund"), organized as a
Maryland corporation on July 9, 1992, is registered under the Investment
Company Act of 1940 as a diversified, open-end management investment company.
The Fund offers Class A, Class B, Class C, Class R and Advisor Class shares.
Class A shares are sold with a front-end sales charge of up to 4.25% for
purchases not exceeding $1,000,000. With respect to purchases of $1,000,000 or
more, Class A shares redeemed within one year of purchase may be subject to a
contingent deferred sales charge of 1%. Class B shares are currently sold with
a contingent deferred sales charge which declines from 4% to zero depending on
the period of time the shares are held. Class B shares purchased before July
11, 1998 will convert to Class A shares six years after the end of the calendar
month of purchase. Class B shares purchased on or after July 11, 1998 will
convert to Class A shares eight years after the end of the calendar month of
purchase. Class C shares are subject to a contingent deferred sales charge of
1% on redemptions made within the first year after purchase. Class R shares are
sold without an initial or contingent deferred sales charge and are offered to
certain group retirement plans. Advisor Class shares are sold without an
initial or contingent deferred sales charge and are not subject to ongoing
distribution expenses. Advisor Class shares are offered to investors
participating in fee-based programs and to certain retirement plan accounts.
All five classes of shares have identical voting, dividend, liquidation and
other rights, except that each class bears different distribution expenses and
has exclusive voting rights with respect to its distribution plan. The
financial statements have been prepared in conformity with accounting
principles generally accepted in the United States which require management to
make certain estimates and assumptions that affect the reported amounts of
assets and liabilities in the financial statements and amounts of income and
expenses during the reporting period. Actual results could differ from those
estimates. Additional information about some of the items discussed in these
Notes to Financial Statements is contained in the Fund's Statement of
Additional Information, which is available upon request. The following is a
summary of significant accounting policies followed by the Fund.
1. Security Valuation
In accordance with Pricing Policies adopted by the Board of Directors of the
Fund (the "Pricing Policies") and applicable law, portfolio securities are
valued at current market value or at fair value. The Board of Directors has
delegated to Alliance Capital Management, L.P. (the "Adviser"), subject to the
Board's continuing oversight, certain responsibilities with respect to the
implementation of the Pricing Policies. Pursuant to the Pricing Policies,
securities for which market quotations are readily available are valued at
their current market value. In general, the market value of these securities is
determined as follows:
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 15
Securities listed on a national securities exchange or on a foreign securities
exchange are valued at the last sale price at the close of the exchange or
foreign securities exchange. If there has been no sale on such day, the
securities are valued at the mean of the closing bid and asked prices on such
day. If no bid or asked prices are quoted on such day, then the security is
valued in good faith at fair value in accordance with the Pricing Policies.
Securities listed on more than one exchange are valued by reference to the
principal exchange on which the securities are traded; securities not listed on
an exchange but traded on The Nasdaq Stock Market, Inc. ("NASDAQ") are valued
in accordance with the NASDAQ Official Closing Price; listed put or call
options are valued at the last sale price. If there has been no sale on that
day, such securities will be valued at the closing bid prices on that day; open
futures contracts and options thereon are valued using the closing settlement
price or, in the absence of such a price, the most recent quoted bid price. If
there are no quotations available for the day of valuations, the last available
closing settlement price is used; securities traded in the over-the-counter
market, (but excluding securities traded on NASDAQ) are valued at the mean of
the current bid and asked prices as reported by the National Quotation Bureau
or other comparable sources; U.S. Government securities and other debt
instruments having 60 days or less remaining until maturity are valued at
amortized cost if their original maturity was 60 days or less, or by amortizing
their fair value as of the 61st day prior to maturity if their original term to
maturity exceeded 60 days; fixed-income securities, including mortgage backed
and asset backed securities, may be valued on the basis of prices provided by a
pricing service or at a price obtained from one or more of the major
broker/dealers. In cases where broker/dealer quotes are obtained, the Pricing
Policies provide that the Adviser may establish procedures whereby changes in
market yields or spreads are used to adjust, on a daily basis, a recently
obtained quoted price on a security; and OTC and other derivatives are valued
on the basis of a quoted bid price or spread from a major broker/dealer in such
security. Securities for which market quotations are not readily available are
valued at fair value in accordance with the Pricing Policies.
2. Currency Translation
Assets and liabilities denominated in foreign currencies and commitments under
forward exchange currency contracts are translated into U.S. dollars at the
mean of the quoted bid and asked prices of such currencies against the U.S.
dollar. Purchases and sales of portfolio securities are translated into U.S.
dollars at the rates of exchange prevailing when such securities were acquired
or sold. Income and expenses are translated into U.S. dollars at rates of
exchange prevailing when accrued.
Net realized gain or loss on foreign currency transactions represents foreign
exchange gains and losses from sales and maturities of foreign fixed income
investments, foreign currency exchange contracts, holding of foreign
currencies, currency gains or losses realized between the trade and settlement
dates on foreign investment transactions, and the difference between the
amounts of div-
16 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
idends, interest and foreign withholding taxes recorded on the Fund's books and
the U.S. dollar equivalent amounts actually received or paid. Net unrealized
currency gains and losses from valuing foreign currency denominated assets and
liabilities at period end exchange rates are reflected as a component of net
unrealized appreciation or depreciation of investments and foreign currency
denominated assets and liabilities.
3. Taxes
It is the Fund's policy to meet the requirements of the Internal Revenue Code
applicable to regulated investment companies and to distribute all of its
investment company taxable income and net realized gains, if any, to
shareholders. Therefore, no provisions for federal income or excise taxes are
required.
4. Investment Income and Investment Transactions
Dividend income is recorded on the ex-dividend date. Interest income is accrued
daily. Investment transactions are accounted for on the trade date the
securities are purchased or sold. Investment gains and losses are determined on
the identified cost basis. The Fund accretes discounts as adjustments to
interest income.
5. Income and Expenses
All income earned and expenses incurred by the Fund are borne on a pro-rata
basis by each outstanding class of shares, based on the proportionate interest
in the Fund represented by the net assets of such class, except that the Fund's
Class B and Class C shares bear higher distribution and transfer agent fees
than Class A, Class R and Advisor Class shares. Advisor Class shares have no
distribution fees.
6. Dividends and Distributions
Dividends and distributions to shareholders, if any, are recorded on the
ex-dividend date. Income dividends and capital gains distributions are
determined in accordance with federal tax regulations and may differ from those
determined in accordance with accounting principles generally accepted in the
United States. To the extent these differences are permanent, such amounts are
reclassified within the capital accounts based on their federal tax basis
treatment; temporary differences, do not require such reclassification.
7. Change of Fiscal Year End
The Fund changed its fiscal year end from November 30 to July 31. Accordingly,
the statement of changes in net assets and financial highlights include the
period from December 1, 2002 to July 31, 2003.
NOTE B
Advisory Fee and Other Transactions with Affiliates
Under the terms of an investment advisory agreement, the Fund pays the Adviser
an advisory fee equal to the annualized rate of 1.00% of the Fund's average
daily net assets up to $5 billion, .95% of the next $2.5 billion of the Fund's
average
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 17
daily net assets, .90% of the next $2.5 billion of the Fund's average daily net
assets, and .85% of the Fund's average daily net assets over $10 billion. Such
fee is accrued daily and paid monthly.
Effective January 1, 2004, the Adviser began waiving a portion of its advisory
fee so as to charge the Fund at the reduced annual rate of .75% of the first
$2.5 billion, .65% of the next $2.5 billion, and .60% in excess of $5 billion,
of the average daily net assets of the Fund. For the six months ended January
31, 2004, such waiver amounted to $1,637,698. The amount of the fee waiver may
increase or decrease as a result of a final, definitive agreement with the New
York Attorney General's Office ("NYAG"). For a more complete discussion of the
Adviser's settlement with the NYAG, please see "Legal Proceedings" below.
Pursuant to the advisory agreement, the Fund paid $74,000 to the Adviser
representing the cost of certain legal and accounting services provided to the
Fund by the Adviser for the six months ended January 31, 2004.
The Fund compensates Alliance Global Investor Services, Inc. (AGIS), a
wholly-owned subsidiary of the Adviser, under a Transfer Agency Agreement for
providing personnel and facilities to perform transfer agency services for the
Fund. Such compensation amounted to $7,222,525 for the six months ended January
31, 2004. In addition, AGIS agreed to waive a portion of its fees for the six
months ended January 31, 2004. Such waiver amounted to $796,792.
For the six months ended January 31, 2004 the Fund's expenses were reduced by
$1,592 under an expense offset arrangement with AGIS.
AllianceBernstein Investment Research and Management, Inc., (the
"Distributor"), a wholly owned subsidiary of the Adviser, serves as the
distributor of the Fund's shares. The Distributor has advised the Fund that it
has retained front-end sales charges of $26,438 from the sale of Class A shares
and received $74,235, $1,702,849 and $9,311 in contingent deferred sales
charges imposed upon redemptions by shareholders of Class A, Class B and Class
C shares, respectively, for the six months ended January 31, 2004.
Brokerage commissions paid on investment transactions for the six months ended
January 31, 2004 amounted to $5,891,240, of which $101,660 was paid to Sanford
C. Bernstein & Co. LLC, an affiliate of the Adviser.
NOTE C
Distribution Services Agreement
The Fund has adopted a Distribution Services Agreement (the "Agreement")
pursuant to Rule 12b-1 under the Investment Company Act of 1940. Under the
Agreement, the Fund pays distribution and servicing fees to the Distributor at
an annual rate of up to .50% of the average daily net assets attributable to
Class A and Class R shares and 1% of the average daily net assets attributable
to both Class B and Class C shares. There are no distribution and servicing
fees on the Advisor Class shares. The fees are accrued daily and paid monthly.
The Agreement provides that the Distributor will use such payments in their
entirety for
18 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
distribution assistance and promotional activities. The Distributor has advised
the Fund that it has incurred expenses in excess of the distribution costs
reimbursed by the Fund in the amount of $215,489,080 and $16,306,013 for Class
B and Class C shares, respectively; such costs may be recovered from the Fund
in future periods so long as the Agreement is in effect. In accordance with the
Agreement, there is no provision for recovery of unreimbursed distribution
costs incurred by the Distributor beyond the current fiscal year for Class A
shares. The Agreement also provides that the Adviser may use its own resources
to finance the distribution of the Fund's shares.
NOTE D
Investment Transactions
Purchases and sales of investment securities (excluding short-term investments)
for the period ended January 31, 2004, were as follows:
Purchases Sales
---------------- ----------------
Investment securities (excluding
U.S. government securities) $1,665,227,791 $2,368,829,090
U.S. government securities 28,466,669 136,688,746
The cost of investments for federal income tax purposes was substantially the
same as the cost for financial reporting purposes. Accordingly, gross
unrealized appreciation and unrealized depreciation are as follows:
Gross unrealized appreciation $1,359,381,070
Gross unrealized depreciation (11,492,340)
Net unrealized appreciation $1,347,888,730
NOTE E
Securities Lending
The Fund has entered into a securities lending agreement with UBS Warburg LLC
(the "Lending Agent"). Under the terms of the agreement, the Lending Agent, on
behalf of the Fund, administers the lending of portfolio securities to certain
broker-dealers. In return, the Fund receives fee income from the lending
transactions or it retains a portion of interest on the investment of any cash
received as collateral. The Fund also continues to receive dividends or
interest on the securities loaned. Unrealized gain or loss on the value of the
securities loaned that may occur during the term of the loan will be reflected
in the accounts of the Fund. All loans are continuously secured by collateral
exceeding the value of the securities loaned. All collateral consists of either
cash or U.S. government securities. The Lending Agent may invest the cash
collateral received in an eligible money market vehicle in accordance with the
investment restrictions of the Fund. The Lending Agent will indemnify the Fund
for any loss resulting from a borrower's failure to return a loaned security
when due. As of January 31, 2004, the Fund had loaned securities with a value
of $60,560,914 and received cash collateral which was invested in a money
market fund valued at $61,715,100 as
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 19
included in the accompanying portfolio of investments. For the period ended
January 31, 2004, the Fund earned fee income of $18,029 which is included in
interest income in the accompanying statement of operations.
NOTE F
Capital Stock
There are 15,000,000,000 shares of $0.001 par value capital stock authorized,
divided into five classes, designated Class A, Class B, Class C, Advisor Class
and Class R shares. Each Class consists of 3,000,000,000 authorized shares.
Transactions in capital stock were as follows:
Shares
- -------------------------------------------------------------------------------
Six Months Ended December 1, Year Ended
January 31, 2004 2002 to July 31, November 30,
(unaudited) 2003(a) 2002
- -------------------------------------------------------------------------------
Class A
Shares sold 13,332,503 279,090,125 554,408,235
Shares converted
from Class B 4,593,076 3,770,556 268,752
Shares redeemed (30,942,692) (309,282,067) (591,113,232)
Net decrease (13,017,113) (26,421,386) (36,436,245)
Class B
Shares sold 3,730,498 8,481,916 19,685,912
Shares converted
to Class A (5,026,474) (4,108,744) (291,794)
Shares redeemed (27,381,722) (39,262,247) (104,851,895)
Net decrease (28,677,698) (34,889,075) (85,457,777)
Class C
Shares sold 1,990,998 7,726,444 18,632,268
Shares redeemed (13,404,882) (22,077,962) (53,886,000)
Net decrease (11,413,884) (14,351,518) (35,253,732)
Advisor Class
Shares sold 6,639,880 14,418,320 20,922,564
Shares redeemed (3,959,916) (3,046,492) (7,353,669)
Net increase 2,679,964 11,371,828 13,568,895
November 3,
2003(b) to
January 31, 2004
(unaudited)
- -------------------------------------------------------------------------------
Class R
Shares sold 603
Net increase 603
(a) The Fund changed its fiscal year end from November 30 to July 31.
(b) Commencement of distributions.
20 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
Amount
- -------------------------------------------------------------------------------
Six Months Ended December 1, Year Ended
January 31, 2004 2002 to July 31, November 30,
(unaudited) 2003(a) 2002
- -------------------------------------------------------------------------------
Class A
Shares sold $212,096,640 $3,948,413,879 $8,817,682,822
Shares converted
from Class B 75,308,331 54,144,465 4,050,046
Shares redeemed (500,781,619) (4,357,150,751) (9,454,945,989)
Net decrease $(213,376,648) $(354,592,407) $(633,213,121)
Class B
Shares sold $55,420,742 $111,928,336 $318,892,928
Shares converted
to Class A (75,308,331) (54,144,465) (4,050,046)
Shares redeemed (408,804,380) (510,011,038) (1,629,288,066)
Net decrease $(428,691,969) $(452,227,167) $(1,314,445,184)
Class C
Shares sold $29,357,503 $101,212,937 $297,238,453
Shares redeemed (200,648,513) (288,062,317) (845,803,447)
Net decrease $(171,291,010) $(186,849,380) $(548,564,994)
Advisor Class
Shares sold $111,520,663 $219,711,065 $375,797,377
Shares redeemed (66,485,781) (44,381,917) (130,154,909)
Net increase $45,034,882 $175,329,148 $245,642,468
November 3,
2003(b) to
January 31, 2004
(unaudited)
- -------------------------------------------------------------------------------
Class R
Shares sold $10,000
Net increase $10,000
(a) The Fund changed its fiscal year end from November 30 to July 31.
(b) Commencement of distributions.
NOTE G
Joint Credit Facility
A number of open-end mutual funds managed by the Adviser, including the Fund,
participate in a $500 million revolving credit facility (the "Facility")
intended to provide short-term financing if necessary, subject to certain
restrictions in connection with abnormal redemption activity. Commitment fees
related to the Facility are paid by the participating funds and are included in
miscellaneous expenses in the statement of operations. The Fund did not utilize
the Facility during the six months ended January 31, 2004.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 21
NOTE H
Components of Accumulated Earnings (Deficit)
The tax character of distributions to be paid for the year ending July 31, 2004
will be determined at the end of the current fiscal year. As of July 31, 2003,
the components of accumulated earnings/(deficit) on a tax basis were as follows:
Accumulated capital and other losses $ (9,377,783,084)(a)
Unrealized appreciation/(depreciation) 749,173,229(b)
Total accumulated earnings/(deficit) $ (8,628,609,855)
(a) On July 31, 2003, the Fund had a net capital loss carryforward of
$9,377,783,084, of which $6,203,223,867 expires in the year 2009,
$2,082,402,414 expires in the year 2010 and $1,092,156,803 which expires in the
year 2011. To the extent future capital gains are offset by capital loss
carryforward, such gains will not be distributed.
(b) The difference between book-basis and tax-basis unrealized
appreciation/(depreciation) is attributable primarily to the tax deferral of
losses on wash sales.
NOTE I
Legal Proceedings
On September 12, 2002, a complaint entitled Lawrence E. Jaffe Pension Plan,
Lawrence E. Jaffe Trustee U/A 1198 v. Alliance Capital Management L.P., Alfred
Harrison and Alliance Premier Growth Fund, Inc. ("Jaffe Complaint") was filed
in federal district court in the Southern District of New York against Alliance
Capital Management L.P. ("Alliance Capital"), Alfred Harrison and the Fund,
alleging violation of the 1940 Act. The Jaffe Complaint alleges that the
defendants breached their fiduciary duties of loyalty, care and good faith to
the Fund by causing the Fund to invest in the securities of Enron Corp.
("Enron") and that the agreements between the Fund and Alliance Capital
violated the 1940 Act because all of the directors of the Fund should be deemed
interested under the 1940 Act. Plaintiff seeks damages equal to the Fund's
losses as a result of the Fund's investment in shares of Enron and a recovery
of all fees paid to Alliance Capital beginning November 1, 2000. On March 24,
2003, the court granted Alliance Capital's motion to transfer the Jaffe
Complaint to the United States District Court for the District of New Jersey.
The Fund is no longer named as a defendant in this case. On January 23, 2004,
defendants moved to dismiss the complaint. Alliance Capital believes that
plaintiff's allegations in the Jaffe Complaint are without merit and intend to
vigorously defend against these allegations.
On December 13, 2002, a complaint entitled Patrick J. Goggins et al. v.
Alliance Capital Management L.P. et al. ("Goggins Complaint") was filed in
federal district court in the Southern District of New York against Alliance
Capital, the Fund and individual directors and certain officers of the Fund.
The Goggins Complaint alleges that defendants violated the Securities Act,
because the Fund's registration statements and prospectuses allegedly were
materially misleading, contained untrue statements of material fact and omitted
material facts in describing the strategic objectives and investment strategies
of the Fund in relation
22 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
to its investments, including its investments in Enron securities. Plaintiffs
seek rescissory relief or an unspecified amount of compensatory damages.
Alliance Capital's time to move, answer or otherwise respond to the Goggins
Complaint is currently stayed. On January 23, 2004, defendants moved to dismiss
the complaint. Alliance Capital, the Fund and the other defendants believe the
plaintiffs' allegations in the Goggins Complaint are without merit and intend
to vigorously defend against these allegations.
As has been previously reported in the press, the Staff of the U.S. Securities
and Exchange Commission ("SEC") and the NYAG have been investigating practices
in the mutual fund industry identified as "market timing" and "late trading" of
mutual fund shares. Certain other regulatory authorities have also been
conducting investigations into these practices within the industry and have
requested that Alliance Capital, the Fund's Adviser, provide information to
them. Alliance Capital has been cooperating and will continue to cooperate with
all of these authorities.
On December 18, 2003, Alliance Capital confirmed that it had reached terms with
the SEC and the NYAG for the resolution of regulatory claims relating to the
practice of "market timing" mutual fund shares in some of the AllianceBernstein
Mutual Funds. The agreement with the SEC is reflected in an Order of the
Commission ("SEC Order"). The agreement with the NYAG is subject to final,
definitive documentation. Among the key provisions of these agreements are the
following:
(i) Alliance Capital agreed to establish a $250 million fund (the
"Reimbursement Fund") to compensate mutual fund shareholders for the adverse
effects of market timing attributable to market timing relationships described
in the SEC Order. According to the SEC Order, the Reimbursement Fund is to be
paid, in order of priority, to fund investors based on (i) their aliquot share
of losses suffered by the fund due to market timing, and (ii) a proportionate
share of advisory fees paid by such fund during the period of such market
timing;
(ii) Alliance Capital agreed to reduce the advisory fees it receives from
some of the AllianceBernstein long-term, open-end retail funds, commencing
January 1, 2004, for a period of at least five years. The determination of
which funds will have their fees reduced and to what degree is subject to the
terms of the definitive agreement with the NYAG; and
(iii) Alliance Capital agreed to implement changes to its governance and
compliance procedures. Additionally, the SEC Order contemplates that Alliance
Capital's registered investment company clients, including the Fund, will
introduce governance and compliance changes.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 23
In anticipation of final, definitive documentation and effective January 1,
2004, the Adviser began waiving a portion of its advisory fee. For a more
complete description of this waiver, please see "Advisory Fee and Other
Transactions with Affiliates" above.
The special committee of Alliance Capital's Board of Directors, comprised of
the members of Alliance Capital's Audit Committee and the other independent
member of the Board, is continuing to direct and oversee an internal
investigation and a comprehensive review of the facts and circumstances
relevant to the SEC's and the NYAG's investigations.
In addition, the Independent Directors of the Fund ("the Independent
Directors") have initiated an investigation of the above-mentioned matters with
the advice of an independent economic consultant and independent counsel. The
Independent Directors have formed a special committee to supervise the
investigation.
On October 2, 2003, a putative class action complaint entitled Hindo et al. v.
AllianceBernstein Growth & Income Fund et al. (the "Hindo Complaint") was filed
against Alliance Capital; Alliance Capital Management Holding L.P.; Alliance
Capital Management Corporation; AXA Financial, Inc.; certain of the
AllianceBernstein Mutual Funds, including the Fund; Gerald Malone; Charles
Schaffran (collectively, the "Alliance Capital defendants"); and certain other
defendants not affiliated with Alliance Capital. The Hindo Complaint was filed
in the United States District Court for the Southern District of New York by
alleged shareholders of two of the AllianceBernstein Mutual Funds. The Hindo
Complaint alleges that certain of the Alliance Capital defendants failed to
disclose that they improperly allowed certain hedge funds and other
unidentified parties to engage in late trading and market timing of
AllianceBernstein Fund securities, violating Sections 11 and 15 of the
Securities Act, Sections 10(b) and 20(a) of the Exchange Act, and Sections 206
and 215 of the Advisers Act. Plaintiffs seek an unspecified amount of
compensatory damages and rescission of their contracts with Alliance Capital,
including recovery of all fees paid to Alliance Capital pursuant to such
contracts.
Since October 2, 2003, approximately 40 additional lawsuits making factual
allegations similar to those in the Hindo Complaint were filed against Alliance
Capital and certain other defendants, some of which name the Fund as a
defendant. All of these lawsuits seek an unspecified amount of damages.
As a result of the matters discussed above, investors in the AllianceBernstein
Mutual Funds may choose to redeem their investments. This may require the
AllianceBernstein Mutual Funds to sell investments held by those funds to
provide for sufficient liquidity and could also have an adverse effect on the
investment performance of the AllianceBernstein Mutual Funds.
24 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
FINANCIAL HIGHLIGHTS
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class A
Six Months December 1,
Ended 2002
January 31, to, Year Ended November 30,
2004 July 31 -------------------------------------------------------------
(unaudited) 2003(a) 2002 2001 2000 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $15.58 $15.07 $20.24 $29.51 $35.82 $27.50 $22.00
Income From
Investment
Operations
Net investment loss(b) (.08)(c) (.10) (.19) (.19) (.26) (.28) (.15)
Net realized and
unrealized gain (loss)
on investment
transactions 1.69 .61 (4.98) (6.43) (3.69) 9.21 7.11
Net increase (decrease)
in net asset value from
operations 1.61 .51 (5.17) (6.62) (3.95) 8.93 6.96
Less: Distributions
Distributions from
net realized gain
on investment
transactions -0- -0- -0- (2.38) (2.36) (.61) (1.46)
Distributions in excess
of net realized gain
on investment
transactions -0- -0- -0- (.27) -0- -0- -0-
Total distributions -0- -0- -0- (2.65) (2.36) (.61) (1.46)
Net asset value,
end of period $17.19 $15.58 $15.07 $20.24 $29.51 $35.82 $27.50
Total Return
Total investment
return based on
net asset value(d) 10.33% 3.38% (25.54)% (24.90)% (11.91)% 33.13% 33.94%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $1,715,208 $1,757,243 $2,098,623 $3,556,040 $4,817,131 $4,285,490 $1,418,262
Ratio to average
net assets of:
Expenses,
net of waivers/
reimbursements 1.71%(e) 1.89%(e) 1.73% 1.53% 1.44% 1.50% 1.59%(f)
Expenses,
before waivers/
reimbursements 1.77%(e) 1.89%(e) 1.73% 1.53% 1.44% 1.50% 1.59%(f)
Net investment loss (.96)%(c)(e) (1.08)%(e) (1.09)% (.83)% (.71)% (.85)% (.59)%
Portfolio turnover rate 28% 60% 93% 135% 125% 75% 82%
See footnote summary on page 30.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 25
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class B
Six Months December 1,
Ended 2002
January 31, to, Year Ended November 30,
2004 July 31 -------------------------------------------------------------
(unaudited) 2003(a) 2002 2001 2000 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $14.27 $13.88 $18.78 $27.76 $34.05 $26.33 $21.26
Income From
Investment
Operations
Net investment loss(b) (.13)(c) (.16) (.29) (.35) (.48) (.48) (.30)
Net realized and
unrealized gain (loss)
on investment
transactions 1.54 .55 (4.61) (5.98) (3.45) 8.81 6.83
Net increase (decrease)
in net asset value from
operations 1.41 .39 (4.90) (6.33) (3.93) 8.33 6.53
Less: Distributions
Distributions from
net realized gain
on investment
transactions -0- -0- -0- (2.38) (2.36) (.61) (1.46)
Distributions in excess
of net realized gain
on investment
transactions -0- -0- -0- (.27) -0- -0- -0-
Total distributions -0- -0- -0- (2.65) (2.36) (.61) (1.46)
Net asset value,
end of period $15.68 $14.27 $13.88 $18.78 $27.76 $34.05 $26.33
Total Return
Total investment
return based on
net asset value(d) 9.88% 2.81% (26.09)% (25.48)% (12.51)% 32.30% 33.04%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $2,485,514 $2,670,330 $3,080,955 $5,774,836 $8,797,132 $8,161,471 $2,799,288
Ratio to average
net assets of:
Expenses,
net of waivers/
reimbursements 2.47%(e) 2.65%(e) 2.47% 2.25% 2.13% 2.18% 2.28%(f)
Expenses,
before waivers/
reimbursements 2.52%(e) 2.65%(e) 2.47% 2.25% 2.13% 2.18% 2.28%(f)
Net investment loss (1.72)%(c)(e) (1.84)%(e) (1.84)% (1.59)% (1.40)% (1.53)% 1.27)%
Portfolio turnover rate 28% 60% 93% 135% 125% 75% 82%
See footnote summary on page 30.
26 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Class C
Six Months December 1,
Ended 2002
January 31, to, Year Ended November 30,
2004 July 31 -------------------------------------------------------------
(unaudited) 2003(a) 2002 2001 2000 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $14.30 $13.90 $18.81 $27.80 $34.09 $26.36 $21.29
Income From
Investment
Operations
Net investment loss(b) (.13)(c) (.16) (.29) (.35) (.48) (.49) (.31)
Net realized and
unrealized gain (loss)
on investment
transactions 1.55 .56 (4.62) (5.99) (3.45) 8.83 6.84
Net increase (decrease)
in net asset value from
operations 1.42 .40 (4.91) (6.34) (3.93) 8.34 6.53
Less: Distributions
Distributions from
net realized gain
on investment
transactions -0- -0- -0- (2.38) (2.36) (.61) (1.46)
Distributions in excess
of net realized gain
on investment
transactions -0- -0- -0- (.27) -0- -0- -0-
Total distributions -0- -0- -0- (2.65) (2.36) (.61) (1.46)
Net asset value,
end of period $15.72 $14.30 $13.90 $18.81 $27.80 $34.09 $26.36
Total Return
Total investment
return based on
net asset value(d) 9.93% 2.88% (26.10)% (25.48)% (12.49)% 32.31% 32.99%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $857,325 $943,029 $1,116,314 $2,173,671 $3,361,307 $2,965,440 $862,193
Ratio to average
net assets of:
Expenses,
net of waivers/
reimbursements 2.43%(e) 2.62%(e) 2.45% 2.26% 2.13% 2.18% 2.28%(f)
Expenses,
before waivers/
reimbursements 2.48%(e) 2.62%(e) 2.45% 2.26% 2.13% 2.18% 2.28%(f)
Net investment loss (1.68)%(c)(e) (1.81)%(e) (1.81)% (1.59)% (1.40)% (1.53)% (1.30)%
Portfolio turnover rate 28% 60% 93% 135% 125% 75% 82%
See footnote summary on page 30.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 27
Selected Data For A Share Of Capital Stock Outstanding Throughout The Period
Class R
November 3,
2003(g) to
January 31,
2004
(unaudited)
- --------------------------------------------------------------------------------
Net asset value, beginning of period $16.59
Income From Investment Operations
Net investment loss(b) (.05)(c)
Net realized and unrealized gain on investment transactions .64
Net increase (decrease) in net asset value from operations .59
Net asset value, end of period $17.18
Total Return
Total investment return based on net asset value(d) 3.56%
Ratios/Supplemental Data
Net assets, end of period (000's omitted) $10
Ratio to average net assets of:
Expenses, net of waivers/reimbursements 1.83%(e)
Expenses, before waivers/reimbursements 1.88%(e)
Net investment loss (1.21)%(c)(e)
Portfolio turnover rate 28%
See footnote summary on page 30.
28 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
Selected Data For A Share Of Capital Stock Outstanding Throughout Each Period
Financial Highlights
Advisor Class
Six Months December 1,
Ended 2002
January 31, to, Year Ended November 30,
2004 July 31 -------------------------------------------------------------
(unaudited) 2003(a) 2002 2001 2000 1999 1998
- -------------------------------------------------------------------------------------------------------------------------
Net asset value,
beginning of period $15.97 $15.42 $20.65 $29.99 $36.25 $27.71 $22.10
Income From
Investment
Operations
Net investment loss(b) (.06)(c) (.08) (.14) (.14) (.14) (.17) (.07)
Net realized and
unrealized gain (loss)
on investment
transactions 1.74 .63 (5.09) (6.55) (3.76) 9.32 7.14
Net increase (decrease)
in net asset value from
operations 1.68 .55 (5.23) (6.69) (3.90) 9.15 7.07
Less: Distributions
Distributions from
net realized gain
on investment
transactions -0- -0- -0- (2.38) (2.36) (.61) (1.46)
Distributions in excess
of net realized gain
on investment
transactions -0- -0- -0- (.27) -0- -0- -0-
Total distributions -0- -0- -0- (2.65) (2.36) (.61) (1.46)
Net asset value,
end of period $17.65 $15.97 $15.42 $20.65 $29.99 $36.25 $27.71
Total Return
Total investment
return based on
net asset value(d) 10.52% 3.57% (25.33)% (24.72)% (11.61)% 33.68% 34.31%
Ratios/Supplemental Data
Net assets, end of period
(000's omitted) $923,810 $793,162 $590,508 $510,603 $523,315 $466,690 $271,661
Ratio to average
net assets of:
Expenses,
net of waivers/
reimbursements 1.41%(e) 1.60%(e) 1.45% 1.25% 1.11% 1.16% 1.26%(f)
Expenses,
before waivers/
reimbursements 1.46%(e) 1.60%(e) 1.45% 1.25% 1.11% 1.16% 1.26%(f)
Net investment loss (.66)%(c)(e) (.78)%(e) (.79)% (.59)% (.38)% (.51)% (.28)%
Portfolio turnover rate 28% 60% 93% 135% 125% 75% 82%
See footnote summary on page 30.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 29
(a) The Fund changed its fiscal year end from November 30 to July 31.
(b) Based on average shares outstanding.
(c) Net of expenses waived by the Adviser and the Transfer Agent.
(d) Total investment return is calculated assuming an initial investment made
at the net asset value at the beginning of the period, reinvestment of all
dividends and distributions at net asset value during the period, and
redemption on the last day of the period. Initial sales charges or contingent
deferred sales charges are not reflected in the calculation of total investment
return. Total return does not reflect the deduction of taxes that a shareholder
would pay on Fund distributions or the redemption of Fund shares. Total
investment return calculated for a period of less than one year is not
annualized.
(e) Annualized.
(f) Ratio reflects expenses grossed up for the expense offset arrangement with
the Transfer Agent. For the year ended November 30, 1998, the ratios of
expenses to average net assets were 1.58% for Class A shares, 2.27% for Class
B shares, 2.27% for Class C shares and 1.25% for Advisor Class shares,
respectively.
(g) Commencement of distributions.
30 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
BOARD OF DIRECTORS
William H. Foulk, Jr.(1), Chairman
Marc O. Mayer, President
Ruth Block(1)
David H. Dievler(1)
John H. Dobkin(1)
Clifford L. Michel(1)
Donald J. Robinson(1)
OFFICERS
Thomas J. Bardong, Vice President
Thomas Kamp(2), Vice President
Daniel Nordby, Vice President
Michael J. Reilly, Vice President
Mark R. Manley, Secretary
Mark D. Gersten, Treasurer & Chief Financial Officer
Vincent S. Noto, Controller
Custodian
State Street Bank & Trust Company
225 Franklin Street
Boston, MA 02110
Principal Underwriter
AllianceBernstein Investment Research and Management, Inc.
1345 Avenue of the Americas
New York, NY 10105
Transfer Agent
Alliance Global Investor Services, Inc.
P.O. Box 786003
San Antonio, TX 78278-6003
Toll-Free (800) 221-5672
Independent Auditors
PricewaterhouseCoopers LLP
1177 Avenue of the Americas
New York, NY 10036-2798
Legal Counsel
Seward & Kissel LLP
One Battery Park Plaza
New York, NY 10004
(1) Member of the Audit Committee.
(2) Mr. Kamp is the person primarily responsible for the day-to-day management
of the Fund's investment portfolio.
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 31
ALLIANCEBERNSTEIN FAMILY OF FUNDS
Wealth Strategies Funds
Balanced Wealth Strategy
Wealth Appreciation Strategy
Wealth Preservation Strategy
Tax-Managed Balanced Wealth Strategy*
Tax-Managed Wealth Appreciation Strategy
Tax-Managed Wealth Preservation Strategy**
Blended Style Series
U.S. Large Cap Portfolio
International Portfolio
Tax-Managed International Portfolio
Growth Funds
Domestic
Growth Fund
Health Care Fund
Mid-Cap Growth Fund
Premier Growth Fund
Small Cap Growth Fund
Technology Fund
Global & International
All-Asia Investment Fund
Global Small Cap Fund
Global Research Growth Fund
Greater China '97 Fund
International Premier Growth Fund
New Europe Fund
Worldwide Privatization Fund
Select Investor Series
Biotechnology Portfolio
Premier Portfolio
Technology Portfolio
Value Funds
Domestic
Balanced Shares
Disciplined Value Fund
Growth & Income Fund
Real Estate Investment Fund
Small Cap Value Fund
Utility Income Fund
Value Fund
Global & International
Global Value Fund
International Value Fund
Taxable Bond Funds
Americas Government Income Trust
Corporate Bond Portfolio
Emerging Market Debt Fund
Global Strategic Income Trust
High Yield Fund
Multi-Market Strategy Trust
Quality Bond Portfolio
Short Duration Portfolio
U.S. Government Portfolio
Municipal Bond Funds
National
Insured National
Arizona
California
Insured California
Florida
Massachusetts
Michigan
Minnesota
New Jersey
New York
Ohio
Pennsylvania
Virginia
Intermediate Municipal Bond Funds
Intermediate California
Intermediate Diversified
Intermediate New York
Closed-End Funds
All-Market Advantage Fund
ACM Income Fund
ACM Government Opportunity Fund
ACM Managed Dollar Income Fund
ACM Managed Income Fund
ACM Municipal Securities Income Fund
California Municipal Income Fund
National Municipal Income Fund
New York Municipal Income Fund
The Spain Fund
World Dollar Government Fund
World Dollar Government Fund II
We also offer Exchange Reserves,+ which serves as the money market fund
exchange vehicle for the AllianceBernstein mutual funds.
For more complete information on any AllianceBernstein mutual fund, including
investment objectives and policies, sales charges, expenses, risks and other
matters of importance to prospective investors, visit our web site at
www.alliancebernstein.com or call us at (800) 227-4618 for a current
prospectus. Please read the prospectus carefully before you invest or send
money.
* Formerly Growth Investors Fund.
** Formerly Conservative Investors Fund.
+ An investment in the Fund is not a deposit in a bank and is not insured or
guaranteed by the Federal Deposit Insurance Corporation or any other government
agency. Although the Fund seeks to preserve the value of your investment at
$1.00 per share, it is possible to lose money by investing in the Fund.
32 o ALLIANCEBERNSTEIN PREMIER GROWTH FUND
NOTES
ALLIANCEBERNSTEIN PREMIER GROWTH FUND o 33
ALLIANCEBERNSTEIN PREMIER GROWTH FUND
1345 Avenue of the Americas
New York, NY 10105
(800) 221-5672
[LOGO] ALLIANCEBERNSTEIN (SM)
Investment Research and Management
SM This service mark used under license from
the owner, Alliance Capital Management L.P.
APGSR0104
ITEM 2. CODE OF ETHICS.
Not applicable when filing a Semi-Annual report to shareholders.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
Not applicable when filing a Semi-Annual report to shareholders.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Not applicable when filing a Semi-Annual report to shareholders.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
Not applicable to the registrant.
ITEM 6. [RESERVED]
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES.
Not applicable to the registrant.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not applicable to the registrant.
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On March 17, 2004 the Fund adopted procedures, effective April 1, 2004, by which
shareholders may recommend nominees to the Fund's Board of Directors. Prior
thereto, the Fund's Board of Directors did not accept shareholder
recommendations for nominees to the Fund's Board.
ITEM 10. CONTROLS AND PROCEDURES.
(a) The registrant's principal executive officer and principal financial officer
have concluded that the registrant's disclosure controls and procedures (as
defined in Rule 30a-2(c) under the Investment Company Act of 1940, as amended)
are effective at the reasonable assurance level based on their evaluation of
these controls and procedures as of a date within 90 days of the filing date of
this document.
(b) There were no significant changes in the registrant's internal controls that
could significantly affect these controls subsequent to the date of their
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
ITEM 11. EXHIBITS.
The following exhibits are attached to this Form N-CSR:
Exhibit No. DESCRIPTION OF EXHIBIT
11 (b) (1) Certification of Principal Executive Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
11 (b) (2) Certification of Principal Financial Officer Pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
11 (c) Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant): AllianceBernstein Premier Growth Fund, Inc.
By: /s/Marc O. Mayer
--------------------------------
Marc O. Mayer
President
Date: March 31, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/Marc O. Mayer
--------------------------------
Marc O. Mayer
President
Date: March 31, 2004
By: /s/Mark D. Gersten
-------------------------------
Mark D. Gersten
Treasurer and Chief Financial Officer
Date: March 31, 2004