EXHIBIT (a)(1)(ii)
LETTER OF TRANSMITTAL
to Accompany Shares of Common Stock, $0.01 Par Value
of
ACM MANAGED DOLLAR INCOME FUND, INC.
Tendered Pursuant to the Offer to Purchase Dated April 2, 2001
THE OFFER WILL EXPIRE AT 12:00 MIDNIGHT EASTERN TIME
ON APRIL 27, 2001, UNLESS THE OFFER IS EXTENDED
Depositary Telephone Number: (800) 426-5523
Depositary Addresses:
By Registered, Certified or Express Mail or
By First Class Mail: Overnight Courier: By Hand:
EquiServe Trust Company, N.A. EquiServe Trust Company, N.A. Securities Transfer &
Attn: Corporate Actions Attn: Corporate Actions Reporting Services, Inc.
P.O. Box 43025 40 Campanelli Drive c/o EquiServe Trust Company, N.A.
Providence, RI 02940-3025 Braintree, MA 02184 100 William Street, Galleria
New York, NY 10038
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE INSTRUCTIONS ACCOMPANYING THIS
LETTER OF TRANSMITTAL SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF
TRANSMITTAL IS COMPLETED.
DESCRIPTION OF SHARES TENDERED
(See Instructions 3 and 4)
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Name(s) and Address(es) of Registered Owner(s)
(Please Fill in, if Blank, Exactly the Name(s)
in Which Shares Are Registered) (Attach
Additional Signed List, if Necessary) Shares Tendered*
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Share Total Number of
Certificate Shares Represented
Number(s)** by Certificate(s)*
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--------------------------------
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Total Shares..
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* If the Shares tendered hereby are in certificate form, the certificates
representing such Shares MUST be returned together with this Letter of
Transmittal.
** Need not be completed for Book-Entry Shares.
This Letter of Transmittal is to be used (a) if you desire to effect the
tender transaction yourself, (b) if you intend to request your broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
you and the Shares are not registered in the name of such broker, dealer,
commercial bank, trust company or other nominee, and (c) by a broker, dealer,
commercial bank, trust company or other nominee effecting the transaction as a
registered owner or on behalf of a registered owner. To accept the Offer in
accordance with its terms, a Letter of Transmittal (or a copy or facsimile
thereof) properly completed and bearing original signature(s) and the original
of any required signature guarantee(s), any certificates representing Shares
tendered, any other documents required by this Letter of Transmittal, and a
check payable to EquiServe Trust Company, N.A. (the "Depositary") in the
amount of $25.00 (the "Processing Fee"), must be mailed or delivered to the
Depositary at an appropriate address set forth above and must be received by
the Depositary prior to 12:00 Midnight Eastern Time on April 27, 2001, or such
later time and date to which the Offer is extended, unless the tendering party
has satisfied the conditions for guaranteed delivery described in Section 4(e)
of the Offer to Purchase. Delivery of documents to a book-entry transfer
facility does not constitute delivery to the Depositary.
THE UNDERSIGNED ALSO TENDERS ALL UNCERTIFICATED SHARES HELD IN THE NAME(S) OF
THE UNDERSIGNED BY THE FUND'S TRANSFER AGENT PURSUANT TO THE FUND'S DIVIDEND
REINVESTMENT PLAN, IF ANY. CHECK THIS BOX [_] IF THERE ARE ANY SUCH SHARES.
[_]THIS BOX SHOULD BE CHECKED IF, IN ADDITION TO SHARES TENDERED HEREBY,
SHARES ARE ALSO CONSTRUCTIVELY OWNED BY THE UNDERSIGNED AS DETERMINED UNDER
SECTION 318 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.
A SEPARATE LETTER OF TRANSMITTAL MUST BE SUBMITTED BY EACH REGISTERED OWNER OF
SHARES WHICH ARE CONSIDERED TO BE CONSTRUCTIVELY OWNED BY THE UNDERSIGNED.
The boxes below are to be checked by eligible institutions only.
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER
MADE TO THE ACCOUNT MAINTAINED BY THE DEPOSITARY WITH THE DEPOSITORY TRUST
COMPANY ("DTC") AND COMPLETE THE FOLLOWING:
NAME OF TENDERING INSTITUTION: _____________________________________________
DTC PARTICIPANT NUMBER: ____________________________________________________
[_]CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF
GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND COMPLETE THE
FOLLOWING:
NAME(S) OF REGISTERED HOLDER(S): ___________________________________________
WINDOW TICKET NUMBER (IF ANY): _____________________________________________
DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY: ________________________
NAME OF ELIGIBLE INSTITUTION WHICH GUARANTEED DELIVERY: ____________________
DTC PARTICIPANT NUMBER (IF DELIVERED BY BOOK-ENTRY TRANSFER): ______________
NOTE: SIGNATURE(S) MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
The person(s) signing this Letter of Transmittal (the "Signor") hereby
tender(s) to ACM Managed Dollar Income Fund, Inc., a non-diversified, closed-
end management investment company incorporated in Maryland (the "Fund"), the
above-described shares of common stock, par value $0.01 per share (the
"Shares"), of the Fund, for purchase by the Fund at a price (the "Purchase
Price") equal to the net asset value ("NAV") per Share determined as of the
close of the regular trading session of the New York Stock Exchange on April
30, 2001 (or, if the Offer as defined below is extended, on the date after the
Expiration Date as defined in the Offer to Purchase) in cash, under the terms
and subject to the conditions set forth in the Offer to Purchase dated April
2, 2001, receipt of which is hereby acknowledged, and in this Letter of
Transmittal (which Offer to Purchase and Letter of Transmittal together with
any amendments or supplements thereto collectively constitute the "Offer").
Subject to, and effective upon, acceptance for payment of, or payment for,
Shares tendered herewith in accordance with the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended, the
terms or conditions of any such extension or amendment), the Signor hereby
sells, assigns and transfers to, or upon the order of, the Fund all right,
title and interest in and to all of the Shares that are being tendered hereby
that are purchased pursuant to the Offer and hereby irrevocably constitutes
and appoints EquiServe Trust Company, N.A. (the "Depositary") as attorney-in-
fact of the Signor with respect to such Shares, with full power of
substitution (such power of attorney being deemed to be an irrevocable power
coupled with an interest), to (a) present certificate(s) for such Shares, if
any, for cancellation and transfer on the Fund's books and (b) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Shares, subject to the next paragraph, all in accordance with the terms and
subject to the conditions set forth in the Offer.
The Signor hereby represents and warrants that (a) the Signor, if a broker,
dealer, commercial bank, trust company or other nominee, has obtained the
tendering Stockholder's instructions to tender pursuant to the terms and
conditions of this Offer in accordance with the letter from the Fund to
brokers, dealers, commercial banks, trust companies and other nominees; (b)
when and to the extent the Fund accepts the Shares for purchase, the Fund will
acquire good, marketable and unencumbered title thereto, free and clear of all
security interests, liens, restrictions, charges, encumbrances, conditional
sales agreements or other obligations relating to their sale or transfer, and
not subject to any adverse claim; (c) on request, the Signor will execute and
deliver any additional documents that the Depositary or the Fund deems
necessary or desirable to complete the assignment, transfer and purchase of
the Shares tendered hereby; and (d) the Signor has read and agrees to all of
the terms and conditions of the Offer.
The name(s) and address(es) of the registered owner(s) should be printed as
on the registration of the Shares. If the Shares tendered hereby are in
certificate form, the certificate(s) representing such Shares must be returned
together with this Letter of Transmittal.
The Signor recognizes that, under certain circumstances as set forth in the
Offer to Purchase, the Fund may amend, extend or terminate the Offer or may
not be required to purchase any of the Shares tendered hereby. In any such
event, the Signor understands that certificate(s) for the Shares not
purchased, if any, will be returned to the Signor at its registered address
unless otherwise indicated under the Special Delivery Instructions below. The
Signor recognizes that the Fund has no obligation, pursuant to the Special
Payment Instructions set forth below, to transfer any Shares from the name of
the registered owner thereof if the Fund purchases none of such Shares.
The Signor understands that acceptance of Shares by the Fund for payment
will constitute a binding agreement between the Signor and the Fund upon the
terms and subject to the conditions of the Offer.
The check for the purchase price of the tendered Shares purchased will be
issued to the order of the Signor and mailed to the address indicated, unless
otherwise indicated below in the box titled Special Payment Instructions or
the box titled Special Delivery Instructions. The Fund will not pay interest
on the purchase price under any circumstances.
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the Signor and all obligations of the Signor hereunder
shall be binding upon the heirs, personal representatives, successors and
assigns of the Signor. Except as stated in the Offer, this tender is
irrevocable.
Unless otherwise indicated herein under "Special Payment Instructions,"
please issue the check for the purchase price and/or return any Share
certificates not accepted for payment in the name(s) of the registered
holder(s) appearing above under "Description of Shares Tendered." Similarly,
unless otherwise indicated under "Special Delivery Instructions," please mail
the check for the purchase price for any Shares purchased and/or return any
Share certificates not accepted for payment (and accompanying documents, as
appropriate) to the address(es) of the registered holder(s) appearing under
"Description of Shares Tendered." In the event that both the Special Payment
Instructions and the Special Delivery Instructions are completed, please issue
the check for the purchase price and/or return any Share certificates not
accepted for payment in the name of, and deliver such check and/or return any
such Share certificates to, the person(s) so indicated. The undersigned
recognizes that the Fund has no obligation pursuant to the Special Payment
Instructions to transfer any Shares from the name of the registered holder
thereof if the Fund does not accept for payment any of the Shares tendered
hereby.
SPECIAL PAYMENT INSTRUCTIONS (See SPECIAL DELIVERY INSTRUCTIONS
Instructions 1, 5, 6 and 7) (See Instructions 1, 5, 6 and 7)
To be completed ONLY if any cer- To be completed ONLY if any cer-
tificate for Shares not pur- tificate for Shares not pur-
chased, and/or a check for the chased, and/or a check for the
purchase price of Shares accepted purchase price of Shares accepted
for payment, is to be issued in for payment and issued in the
the name of someone other than name of the registered owner(s),
the undersigned. is to be sent to someone other
than the registered owner(s) or
to the registered owner(s) at an
address other than that shown
above.
Issue:[_] Check to:
[_] Certificate(s) to:
Name(s) __________________________
(Please Print) Mail:[_] Check to:
Address(es) ______________________ [_] Certificate(s) to:
__________________________________ Name(s)___________________________
__________________________________ (Please Print)
(Include Zip Code) Address(es) ______________________
__________________________________ __________________________________
(Tax Identification or Social __________________________________
Security Number(s)) (Include Zip Code)
__________________________________
(Tax Identification or Social
Security Number(s))
STOCKHOLDER(S) SIGN HERE
(See Instructions 1 and 5)
(Please See Substitute Form W-9)
(Please Print Except for Signature)
Must be signed by registered owner(s) exactly as Shares are registered.
If signature is by an attorney-in-fact, executor, administrator, trustee,
guardian, officer of a corporation or another acting in a fiduciary or
representative capacity, please set forth the full title. See Instruction
5. Signature guarantees are required in certain circumstances. See
Instruction 1. By signing this Letter of Transmittal, you represent that
you have read the entire Letter of Transmittal.
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(Signature(s) Exactly as Shares Are Registered)
Dated , 2001
Name(s) ____________________________________________________________________
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(Please Print Name(s) of Owner(s) Exactly as Shares Are Registered)
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(Tax Identification or Social Security Number(s))
Daytime Telephone Number, including Area Code ______________________________
GUARANTEE OF SIGNATURE(S)
(See Instructions 1 and 5)
(Please Print Except for Signature)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
Title ______________________________________________________________________
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
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(Include Zip Code)
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Telephone Number, including Area Code ______________________________________
Dated , 2001