-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KEJDEExlL2ozW9/MTNRKdq0wdUDtvNGQ+klJmLc4C4rjyPxPmQR90dr5IEKTMr4X PR+3IXcsFDYeDnArd5hsNg== 0000950137-99-004654.txt : 19991228 0000950137-99-004654.hdr.sgml : 19991228 ACCESSION NUMBER: 0000950137-99-004654 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19991227 GROUP MEMBERS: AON ADVISORS, INC. GROUP MEMBERS: AON CORP GROUP MEMBERS: AON CORPORATION GROUP MEMBERS: COMBINED INSURANCE COMPANY OF AMERICA GROUP MEMBERS: VIRGINIA SURETY COMPANY, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ACM GOVERNMENT OPPORTUNITY FUND INC CENTRAL INDEX KEY: 0000834933 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133479663 STATE OF INCORPORATION: MD FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-50925 FILM NUMBER: 99781020 BUSINESS ADDRESS: STREET 1: 500 PLZ DR CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 8002474154 MAIL ADDRESS: STREET 1: ALLIANCE CAPITAL MANAGEMENT LP STREET 2: 1345 AVENUE OF THE AMERICAS 31ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10105 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AON CORP CENTRAL INDEX KEY: 0000315293 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 363051915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 123 N WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3127013000 FORMER COMPANY: FORMER CONFORMED NAME: COMBINED INTERNATIONAL CORP DATE OF NAME CHANGE: 19870504 SC 13D/A 1 SCHEDULE 13D AMENDMENT #1 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) (AMENDMENT NO. 1) ACM Government Opportunity Fund, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 000918 102 - -------------------------------------------------------------------------------- (CUSIP Number) Michael A. Conway Aon Advisors, Inc. 123 North Wacker Drive Chicago, Illinois 60606 (312) 701-3000 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 27, 1999 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / /. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. (Continued on following pages) PAGE 1 OF 8 2 CUSIP NO. 000918 102 SCHEDULE 13D PAGE 2 OF 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AON CORPORATION 36-3051915 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 4,550,000 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 4,550,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,550,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) HC, CO - -------------------------------------------------------------------------------- 3 CUSIP NO. 000918 102 SCHEDULE 13D PAGE 3 OF 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) AON ADVISORS, INC. 54-1392321 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) Not Applicable - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Virginia - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 4,550,000 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 4,550,000 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,550,000 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IA, CO - -------------------------------------------------------------------------------- 4 CUSIP NO. 000918 102 SCHEDULE 13D PAGE 4 OF 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) COMBINED INSURANCE COMPANY OF AMERICA 36-2136262 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 4,468,700 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 4,468,700 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,468,700 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 34.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC, CO - -------------------------------------------------------------------------------- 5 CUSIP NO. 000918 102 SCHEDULE 13D PAGE 5 OF 8 - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) VIRGINIA SURETY COMPANY, INC. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Illinois - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER 0 SHARES ----------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER 81,300 OWNED BY ----------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER 0 REPORTING ----------------------------------------------------- PERSON WITH 10 SHARED DISPOSITIVE POWER 81,300 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,300 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.01% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (See Instructions) IC, CO - -------------------------------------------------------------------------------- 6 CUSIP NO. 000918 102 This Amendment No. 1 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on December 10, 1999 (the "Schedule 13D") by Aon Corporation, a Delaware corporation ("Aon"), Aon Advisors, Inc., a Virginia corporation ("Advisors"), Combined Insurance Company of America, an Illinois corporation ("CICA"), and Virginia Surety Company, an Illinois corporation ("VSC", and together with Aon, Advisors and CICA, the "Filing Persons"). The Schedule 13D and this Amendment relate to the Common Stock (the "Common Stock") of ACM Government Opportunity Fund, Inc. (the "Issuer"). Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Schedule 13D. Items 4 and 7 of the Schedule 13D are hereby amended and restated in their entirety as follows: ITEM 4. PURPOSE OF TRANSACTION Under Article Seventh, Section (4)(a), of the Articles of Incorporation of the Issuer, the Issuer is required to submit to its stockholders a proposal to convert the Issuer from a closed-end investment company to an open-end investment company at its next annual meeting of stockholders if (i) shares of the Common Stock have traded on the principal securities exchange where such shares are listed at an average discount from net asset value (the "Discount") of more than 10%, determined on the basis of the Discount as of the end of the last trading day in each week during the period of 12 calendar weeks preceding December 31 in any year, and (ii) during such year the Issuer has received written requests from the holders of 10% or more of the Common Stock that the Issuer submit such a proposal to its stockholders. The Filing Persons collectively hold more than 10% the outstanding shares of Common Stock, and the Filing Persons believe that the shares of Common Stock have traded on the New York Stock Exchange, the principal securities exchange where the Common Stock is listed, at an average Discount of more than 10%, based on the Discount as of the end of the last trading day in each week during the period of twelve calendar weeks preceding December 31, 1999. In accordance with Article Seventh, Section (4)(a), of the Issuer's Articles of Incorporation, CICA and VSC, on December 27, 1999, submitted a written notice (see Exhibit D) to the Issuer requesting that the Issuer submit to its stockholders at its annual meeting to be held in 2000 a proposal (the "Proposal") that the Issuer amend its Articles of Incorporation to convert the Issuer from a closed-end investment company to an open-end investment company. In making this request, CICA and VSC considered, among other things, the following: Page 6 of 8 7 CUSIP NO. 000918 102 - There has been a precipitous increase in recent weeks in the Discount (i.e., from 8.90% on November 19, 1999 to 18.37% on December 23, 1999). - The Discount is currently markedly greater than 10%. - One of the core principles of the Fund, as evidenced by its charter, is that a Discount in excess of 10% would demand action. CICA and VSC have requested the support of the Issuer's Board of Directors and management for the Proposal, and believe that the fiduciary duties of the Board of Directors require the Board to support the Proposal. CICA and VSC have also requested an opportunity to meet with the Board of Directors and management of the Issuer to discuss the Proposal. Except as set forth above, none of the Filing Persons has any current plans or proposals which relate to or would result in any matter described in paragraphs (a) through (j) of Item 4 of Schedule 13D under the Exchange Act. The Filing Persons may, in the future, for any reason and in their sole discretion, change such intentions and formulate additional plans and proposals relating to one or more matters described in such paragraphs. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS A. Investment Advisory Agreement dated May 1, 1992 between Aon Advisors and CICA (incorporated by reference to the Schedule 13D filed by the Filing Persons on December 10, 1999) B. Investment Advisory Agreement dated May 1, 1992 between Aon Advisors and VSC (incorporated by reference to the Schedule 13D filed by the Filing Persons on December 10, 1999) C. Joint Filing Agreement dated December 10, 1999 among each of the Filing Persons (incorporated by reference to the Schedule 13D filed by the Filing Persons on December 10, 1999) D. Letter from CICA and VSC to the Issuer dated December 27, 1999 Page 7 of 8 8 CUSIP NO. 000918 102 SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. AON CORPORATION Date: December 27, 1999 /s/ Michael A. Conway - ------------------------ By: Michael A. Conway Its: Senior Vice President and Senior Investment Officer AON ADVISORS, INC. Date: December 27, 1999 /s/ Michael A. Conway - ------------------------ By: Michael A. Conway President COMBINED INSURANCE COMPANY OF AMERICA Date: December 27, 1999 /s/ Michael A. Conway - ------------------------ By: Michael A. Conway Senior Vice President VIRGINIA SURETY COMPANY, INC. Date: December 27, 1999 /s/ Michael A. Conway - ------------------------ By: Michael A. Conway Senior Vice President Page 8 of 8 EX-99.(D) 2 LETTER FROM CICA AND VSC 1 COMBINED INSURANCE COMPANY OF AMERICA VIRGINIA SURETY COMPANY, INC. 123 North Wacker Drive Chicago, Illinois 60606 December 27, 1999 ACM Government Opportunity Fund, Inc. 1345 Avenue of the Americas Suite 3100 New York, NY 10105 Ladies and Gentlemen: As you are no doubt aware, Article Seventh, Section (4)(a), of the Articles of Incorporation of the ACM Government Opportunity Fund, Inc. (the "Fund") provides as follows: Commencing with the calendar year which begins on January 1, 1993, and in each calendar year thereafter, the Corporation shall, if the conditions set forth in the immediately following sentence have been satisfied, submit to its stockholders at the annual meeting of stockholders next following the end of such year a proposal that the Corporation, consistent with the Investment Company Act of 1940 as then in effect, amend these Articles of Incorporation to convert the Corporation from a "closed-end company" to an "open-end company" as those terms are defined in Sections 5(a)(2) and 5(a)(1), respectively, of the Investment Company Act of 1940, as in effect from time to time. The Corporation shall be required to submit such proposal at such annual meeting of stockholders only if both (i) shares of the Corporation's Common Stock have traded on the principal securities exchange where listed at an average discount from net asset value of more than 10%, determined on the basis of the discount as of the end of the last trading day in each week during the period of 12 calendar weeks preceding December 31 in such year, and (ii) during such year the Corporation receives at its principal executive office written requests from the holders of 10% or more of the Corporation's outstanding shares of Common Stock that such a proposal be submitted to the Corporation's stockholders. The annual report of the Fund on Form N-30 dated September 27, 1999 states that, as of July 31, 1999, there were 13,071,872 shares of common stock (the "Common Stock") of the Fund outstanding. As of the date hereof, the undersigned are collectively the holders of 4,550,000 shares of Common Stock, which, based on the number of shares of Common Stock outstanding as last reported by the Fund, constitute approximately 34.8% of all outstanding shares of Common Stock. 2 December 27, 1999 Page 2 The shares of Common Stock have traded on the New York Stock Exchange, the principal securities exchange where the Common Stock is listed, at an average discount from net asset value (the "Discount") of more than 10%, based on the Discount as of the end of the last trading day in each week during the period of twelve calendar weeks preceding December 31, 1999. Specifically, the Discount was as noted below on each of the following dates: CLOSING MARKET DISCOUNT FROM DATE NET ASSET VALUE PRICE NET ASSET VALUE - ---- --------------- -------------- ------------------ October 8, 1999 $ 7.710 $7.063 - 8.40% October 15, 1999 7.640 6.813 -10.83% October 22, 1999 7.670 7.125 - 7.11 October 29, 1999 7.810 7.188 - 7.97 November 5, 1999 7.850 7.125 - 9.24 November 12, 1999 7.900 7.188 - 9.02 November 19, 1999 7.900 7.188 - 8.90 November 26, 1999 7.890 7.000 -11.28 December 3, 1999 7.800 6.750 -13.46 December 10, 1999 7.880 6.375 -19.10 December 17, 1999 7.620 6.375 -16.34 December 23, 1999 7.81 6.375 -18.37 The average of the Discounts set forth above is 11.66%. In accordance with Article Seventh, Section (4)(a), of the Fund's Articles of Incorporation, the undersigned hereby request that the Fund submit to its stockholders at its annual meeting to be held in 2000 a proposal (the "Proposal") that the Fund, consistent with the Investment Company Act of 1940, as amended (the "1940 Act"), amend its Articles of Incorporation to convert the Fund from a "closed-end company" to an "open-end company" as those terms are defined in the 1940 Act. In making this request, the undersigned have considered, among other things, the following: - There has been a precipitous increase in recent weeks in the Discount (i.e., from 8.90% on November 19, 1999 to 18.37% on December 23, 1999). - The Discount is currently markedly greater than 10%. 3 December 27, 1999 Page 3 - One of the core principles of the Fund, as evidenced by its charter, is that a Discount in excess of 10% would demand action. In view of the foregoing, the undersigned respectfully request the support of the Fund's Board of Directors and management for the Proposal. Indeed, the undersigned believe that the fiduciary duties of the Fund's Board of Directors require the Board to support the Proposal. The undersigned also hereby request an opportunity to meet with the Fund's Board of Directors and management at your early convenience to discuss the requests contained herein. Please contact Mr. Michael A. Conway at (312) 701-3921 to arrange such a meeting. Very truly yours, Combined Insurance Company of America By: /s/ Michael A. Conway ------------------------------------- Michael A. Conway Senior Vice President Virginia Surety Company, Inc. By: /s/ Michael A. Conway ------------------------------------- Michael A. Conway Senior Vice President -----END PRIVACY-ENHANCED MESSAGE-----