SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
The Ibero-America Fund, Inc.
--------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
--------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rule 14a6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
--------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
--------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
--------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
--------------------------------------------------------------------------------
(5) Total fee paid:
--------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE IBERO-AMERICA FUND, INC.
--------------------------------------------------------------------------------
1345 Avenue of the Americas
New York, New York 10105
--------------------------------------------------------------------------------
July 12, 2011
Dear Stockholders:
The Board of Directors (the "Directors") of The Ibero-America Fund, Inc.
(the "Fund"), a Maryland corporation, is pleased to invite you to a Special
Meeting of Stockholders (the "Meeting") to be held on August 31, 2011. At the
Meeting, you will be asked to consider and act upon a proposal to liquidate and
dissolve the Fund (the "Liquidation").
Under Maryland law, the Fund must obtain your approval to liquidate and
dissolve the Fund. Therefore, the Fund's Directors have scheduled the Meeting on
August 31, 2011, to seek your approval of the liquidation and the dissolution of
the Fund. The Liquidation is described in more detail in the attached Proxy
Statement. The Directors have concluded that the proposal is in the best
interests of the Fund. The Directors unanimously recommend that you vote "FOR"
the Liquidation.
We welcome your attendance at the Meeting. If you are unable to attend, we
encourage you to authorize the proxy holders to cast your votes. Computershare,
a professional proxy solicitation firm (the "Proxy Solicitor"), has been
selected to assist in the proxy solicitation process. If we have not received
your proxy as the date of the Meeting approaches, you may receive a telephone
call from the Proxy Solicitor to remind you to submit your proxy. No matter how
many shares you own, your vote is important.
Sincerely,
Robert M. Keith
President
PROXY STATEMENT
THE IBERO-AMERICA FUND, INC.
QUESTIONS AND ANSWERS
Q. WHAT IS THIS DOCUMENT AND WHY DID WE SEND IT TO YOU?
A. This booklet contains the Notice of Special Meeting of Stockholders (the
"Notice") of The Ibero-America Fund, Inc. (the "Fund") and Proxy
Statement, which provide you with information you should review before
voting on the proposal to liquidate and dissolve the Fund (the
"Liquidation"), which will be presented at a Special Meeting of
Stockholders (the "Meeting") on August 31, 2011. This document also
solicits votes of the Fund's stockholders on the Liquidation by requesting
that the stockholders approve the Liquidation, pursuant to the Plan of
Liquidation and Dissolution dated as of June 8, 2011 (the "Plan").
On June 8, 2011, the Fund's Board of Directors (the "Directors") approved
and declared advisable the Liquidation and directed that the Liquidation
be submitted to the stockholders for approval at the Meeting. You are
receiving this proxy material because you own shares of the Fund. Each
stockholder of record of the Fund as of the close of business on Thursday,
July 7, 2011 (the "Record Date") has the right under applicable legal
requirements to vote on the Liquidation. The Liquidation will not occur
unless the Fund's stockholders approve it.
Q. WHO IS ASKING FOR MY VOTE?
A. The Board of Directors of the Fund is asking you to vote at the Meeting
regarding the proposed Liquidation of the Fund, as set forth in the Plan
of Liquidation and Dissolution adopted by the Board of Directors of the
Fund.
Q. WHO IS ELIGIBLE TO VOTE?
A. Stockholders of record on the Record Date are entitled to vote at the
Meeting or any adjournment or postponement of the Meeting. If you owned
shares on the Record Date, you have the right to vote even if you later
sell or have sold the shares.
Each share of common stock is entitled to one vote. Shares represented by
properly executed proxies, unless revoked before or at the Meeting, will
be voted according to stockholders' instructions. If you sign and return a
proxy card but do not fill in a vote, your shares will be voted "FOR" the
Liquidation.
Q. HOW WILL THE LIQUIDATION WORK?
A. If the Fund's stockholders approve the Liquidation, the Fund immediately
thereafter will not engage in any business activities, except to wind up
its business, convert its portfolio securities to cash, and make one or
more liquidating distributions to stockholders.
Q. WHY IS THE LIQUIDATION BEING PROPOSED?
A. In January 2010 the Fund's stockholders approved a new investment
objective and investment policy changes and the Fund adopted its current
name and implemented its new strategy. However, developments since such
time resulted in a re-evaluation of the Fund's viability in its current
form and led the Fund's investment adviser, AllianceBernstein L.P. (the
"Adviser"), to recommend, and the Directors to approve, the Liquidation.
Among the factors leading to the determination to recommend and approve
the Liquidation were concerns about the Fund's size, expenses, discount to
net asset value ("NAV") and changes to the Fund's stockholder base. The
Adviser and the Board considered alternatives to the Liquidation,
including, among other things, the possibility of a merger with other
AllianceBernstein closed- or open-end funds or unaffiliated funds,
open-ending the Fund, and a tender offer or open market share purchases.
In light of factors such as the Fund's relatively unique investment
strategy and portfolio, size, and expenses, the Directors concluded that
the Fund would not be an attractive merger candidate. In addition, the
Fund did not appear to be an attractive investment alternative as an
open-end fund, particularly in view of significant redemptions that would
likely occur following open-ending, which would further reduce its size
and increase its operating expenses significantly. Tender offers and open
market purchases of shares would adversely affect the Fund's expense ratio
and may not reduce the Fund's discount to NAV long-term. After considering
the Adviser's recommendation and the factors discussed in the Proxy
Statement, the Board concluded that the Liquidation is in the best
interests of the Fund. If the Fund's stockholders do not approve the
Liquidation, the Directors will consider whether another course of action
would benefit the Fund and its stockholders.
Q. WHEN WILL THE LIQUIDATION AND DISTRIBUTIONS TO STOCKHOLDERS OCCUR?
A. If the Fund's stockholders approve the Liquidation, the Fund expects to
make liquidating distributions to stockholders within approximately one
month of such approval.
Q. WHY IS THE BOARD REQUESTING MY VOTE?
A. Maryland law requires the Fund to obtain stockholder approval prior to the
liquidation and dissolution of the Fund. Consequently, the Board is
seeking your vote on the Liquidation.
Q. HOW DOES THE BOARD RECOMMEND I VOTE?
A. The Board recommends that you vote "FOR" the Liquidation.
Q. HOW CAN I VOTE MY SHARES?
A. Please follow the instructions included on the enclosed proxy card.
Q. WHAT IF I WANT TO REVOKE MY PROXY?
A. You can revoke your proxy at any time prior to its exercise by (i) giving
written notice to the Secretary of the Fund at 1345 Avenue of the
Americas, New York, New York 10105, (ii) by authorizing a later-dated
proxy (either by signing and mailing another proxy card, or by calling
Computershare (the "Proxy Solicitor") at 866-456-7828) or (iii) by
personally voting at the Meeting.
Q. WHOM DO I CALL IF I HAVE QUESTIONS REGARDING THE PROXY?
A. You can call the Proxy Solicitor at 866-456-7828.
THE IBERO-AMERICA FUND, INC.
--------------------------------------------------------------------------------
1345 Avenue of the Americas
New York, New York 10105
Toll Free (800) 221-5672
--------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
August 31, 2011
To the Stockholders of The Ibero-America Fund, Inc.:
Notice is hereby given that a Special Meeting of Stockholders (the
"Meeting") of The Ibero-America Fund, Inc., a Maryland corporation (the "Fund"),
will be held at the offices of the Fund, 1345 Avenue of the Americas, 41st
Floor, New York, New York 10105, on Wednesday, August 31, 2011 at 3:30 p.m.
Eastern Time, for the following purposes, all of which are more fully described
in the accompanying Proxy Statement dated July 12, 2011:
To approve a proposal to liquidate and dissolve the Fund, as set
forth in the Plan of Liquidation and Dissolution adopted by the
Board of Directors of the Fund.
Any stockholder of record of the Fund at the close of business on July 7,
2011 is entitled to notice of, and to vote at, the Meeting or any postponement
or adjournment thereof. The enclosed proxy is being solicited on behalf of the
Board of Directors.
By Order of the Board of Directors,
Emilie D. Wrapp
Secretary
New York, New York
July 12, 2011
--------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
Please indicate your voting instructions on the enclosed Proxy Card, sign
and date it, and return it in the envelope provided, which needs no postage if
mailed in the United States. You may also, by telephone or through the Internet,
authorize proxies to cast your vote. To do so, please follow the instructions on
the enclosed Proxy Card. Your vote is very important no matter how many shares
you own. Please complete, date, sign and return your proxy promptly in order to
save the Fund any additional cost of further proxy solicitation and in order for
the Meeting to be held as scheduled.
--------------------------------------------------------------------------------
AllianceBernstein(R) and the AB Logo are registered trademarks and service
marks used by permission of the owner, AllianceBernstein L.P.
PROXY STATEMENT
THE IBERO-AMERICA FUND, INC.
1345 Avenue of the Americas
New York, New York 10105
-----------------------------
SPECIAL MEETING OF STOCKHOLDERS
August 31, 2011
-----------------------------
INTRODUCTION
This is a Proxy Statement for The Ibero-America Fund, Inc., a Maryland
corporation (the "Fund"). The Fund's Board of Directors (the "Directors") is
soliciting proxies for a Special Meeting of Stockholders of the Fund (the
"Meeting) to consider and vote on a proposal to liquidate and dissolve the Fund
(the "Liquidation), as set for in the Plan of Liquidation and Dissolution
attached hereto as Appendix A.
The Directors are sending you this Proxy Statement to ask for your vote on
the Liquidation. The Meeting will be held at the offices of the Fund, 1345
Avenue of the Americas, New York, New York 10105, on Wednesday, August 31, 2011
at 3:30 p.m. Eastern Time. The solicitation will be by mail and the cost will be
borne by the Fund. The Notice of Special Meeting, Proxy Statement and Proxy Card
are being mailed to stockholders on or about July 14, 2011.
Any stockholder who owned shares of the Fund at the close of business on
Thursday, July 7, 2011 (the "Record Date") is entitled to notice of, and to vote
at, the Meeting and any postponement or adjournment thereof. Each share is
entitled to one vote.
IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDERS'
MEETING TO BE HELD ON WEDNESDAY, AUGUST 31, 2011. THE PROXY STATEMENT IS
AVAILABLE ON THE INTERNET AT www.alliancebernstein.com/abfundsproxy.
PROPOSAL ONE
APPROVAL OF THE LIQUIDATION AND DISSOLUTION OF THE FUND
INTRODUCTION
The Fund is a closed-end investment company registered under the
Investment Company Act of 1940 (the "1940 Act"). The Fund's net assets, as of
May 31, 2011, were approximately $71 million. Because of its relatively small
asset size, the Fund has higher operating expenses than many other funds, which
adversely affect the Fund's returns. The Fund has for the past three years
traded at a discount to NAV, which was as of April 29, 2011, 11.80%, and which
was as of June 7, 2011 (the day prior to the announcement of the proposed
liquidation of the Fund), 6.96%. For the reasons discussed below, the Directors
have declared advisable, approved, and recommended that stockholders approve,
the liquidation and dissolution of the Fund (the "Liquidation"). If the Fund's
stockholders do not approve the Liquidation, the Fund will continue its
operations and the Directors will consider whether another course of action
would be in the best interests of the Fund and its stockholders.
BACKGROUND AND REASONS FOR THE PROPOSAL
At a meeting of the Directors on June 8, 2011 (the "June Meeting"), the
Adviser recommended that the Directors approve and recommend to the Fund's
stockholders for their approval the Plan of Liquidation and Dissolution dated as
of June 8, 2011 (the "Plan").
In 2008, the Adviser recommended to the Directors the liquidation of the
Fund in light of: (i) the Adviser's view that broadly diversified funds provide
a risk and return profile that better suits most investors than a fund with a
more narrow geographical focus (at the time, the Fund focused on investments in
Spanish equity securities); (ii) a deterioration of the Spanish economy
generally, which had resulted in recent performance declines, and the Adviser's
expectation that such deterioration and negative performance would continue;
(iii) the trading of the Fund's shares at a significant discount after many
years of trading at a premium; and (iv) an increasing expense ratio as a result
of reduced assets. After considering the Adviser's proposal, the Directors did
not approve the liquidation of the Fund as they did not conclude that it would
be in the best interests of the Fund at that time. Subsequently at the
Directors' request, in July 2009 the Adviser recommended that the Fund broaden
its investment focus along with related investment policy changes. The new
investment objective and policies were approved by the Directors and
stockholders and became effective in early 2010. They allowed the Fund to expand
its investment focus beyond Spain to include companies located in Spain and
Portugal and in the historically Spanish- and Portuguese-speaking countries of
Central and South America, commonly referred to as Ibero-American countries. The
Fund's name was changed from "The Spain Fund, Inc.", to its current name,
"The Ibero-America Fund, Inc."
Subsequently, the Directors have considered the effect of the changes to
the Fund's investment policies along with the other factors discussed below from
the point of view of the interests of the Fund and its stockholders. After
careful consideration, the Directors (including all Directors who are not
"interested persons" of the Fund, the Adviser or its affiliates) determined that
the Liquidation would be in the best interests of the Fund. The Directors
approved the Plan and the Liquidation and recommended that the stockholders of
the Fund vote in favor of the Liquidation.
The Adviser presented the following for the Directors to consider with
respect to the proposed Liquidation:
o The Fund conducted its initial public offering on October 27, 1988,
and raised approximately $128 million in the offering. The Fund's
current net assets, as of April 30, 2011, are approximately $75
million, which represents a 45% decline in net assets from its
ten-year high of approximately $137 million in October 2007. The
Fund's average net assets for the fiscal year to date period ended
April 30, 2011 were $72 million. The Fund's NAV per share has
declined from $15.56, as of October 31, 2007, to $8.29, as of April
30, 2011, a decrease of approximately 46%.
o For several years, the Adviser and the Board have undertaken various
steps to reduce the Fund's operating expenses. Despite reductions in
custody, audit and advisory fees and primarily because of its
relatively small size, the Fund still has a relatively high expense
ratio compared with those of many other closed-end funds. The Fund's
expense ratio has been rising with the decline in its assets in
recent years. It increased from 1.20% in October 2007 to 1.84% as of
April 30, 2011 and has at times during the past year been as high as
2.16%.
o From June 2001 to May 2008, the Fund's shares generally traded at a
premium to NAV, occasionally of as much as 20%. Since May 2008, the
Fund's shares have traded at a discount, at times more than 20%. The
Fund's discount to NAV was, as of April 29, 2011, 11.80%. The
Adviser believes that the reversal of the discount and the decline
of the Fund's net assets reflected, in part, the decline in the
Spanish economy as well as factors affecting the world stock markets
and closed-end funds generally. The changes to the Fund's investment
policies have not, to date, had the effect of reducing the Fund's
discount. Given the limited opportunities for growth available to a
closed-end fund, the Adviser did not anticipate that the Fund's
assets will grow significantly. While closed-end funds can raise
assets by conducting rights offerings, the Fund would still be
relatively small even if it undertook a substantial rights offering.
The Adviser noted that liquidation of the Fund would allow
stockholders to realize the Fund's NAV and avoid the discount to NAV
that they would currently realize if they sold their shares in the
market.
o The Adviser discussed with the Directors that the Fund's recent
absolute performance has been mixed but historically the Fund's
relative performance has been good. For the one-, three-, five- and
ten-year periods ended April 30, 2011, the Fund returned 20.66%,
-4.82%, 4.60% and 8.55%, respectively, at NAV, as compared to the
returns of its primary benchmark, the Madrid Stock Exchange General
Index, of 18.59%, -7.03%, 3.67%, and 10.12% over the same periods.
For the period January 1, 2010 through April 30, 2011 (the period
since the Fund's new policies were implemented), the Fund returned
4.01% while the Madrid Stock Exchange General Index and the MSCI
Emerging Markets Latin American Index returned 2.56% and 11.94%,
respectively.
o Among the alternatives to liquidation of the Fund considered was a
merger within the AllianceBernstein family of funds. The Adviser
noted that it did not believe that there is another suitable partner
for the Fund within the AllianceBernstein family of closed-end
funds. All of the other AllianceBernstein closed-end funds are
fixed-income funds. Their investment mandates are dissimilar to the
regional equity security focus of the Fund. The Adviser also
discussed with the Directors the possibility of a merger with an
AllianceBernstein open-end fund. No other AllianceBernstein open-end
fund concentrates its investments in equity securities in the same
regions as does the Fund and none of the Funds has any significant
overlapping portfolio securities holdings. The Adviser noted that
these other potential mergers would be unlikely to qualify as
tax-free reorganizations. The Adviser was unable to recommend to the
Directors that pursuing a combination with any of the
AllianceBernstein closed- or open-end funds would be in the Fund's
stockholders' best interests.
o The Adviser also discussed with the Directors that it does not
believe that the Fund would be an attractive merger candidate
outside the AllianceBernstein family of closed-end funds, given its
small size and investment strategy. The other closed-end funds in
the same Lipper category as the Fund are primarily single-country
funds and most of these funds have lower expense ratios than the
Fund. None of these funds is likely to consider the Fund an
attractive merger candidate because of the Fund's focus on
investments in Ibero-America. In addition, any such merger would be
unlikely to qualify as a tax-free reorganization.
o The Fund has unrealized capital gains as of May 31, 2011, of
approximately $20.64 million, or approximately $2.32 per share, and
capital loss carryforwards of approximately $1.78 million or $0.20
per share. Any undistributed income or realized capital gain in the
Fund would be distributed prior to the final liquidating
distribution paid to stockholders. In a liquidation, the liquidating
distribution paid to a stockholder is compared to a stockholder's
initial investment cost to determine taxability. Because the Adviser
does not have information about the cost basis or holding period of
an average stockholder, the Adviser was unable to predict whether
most shareholders will realize a gain or loss.
o The Adviser discussed with the Directors that it could not recommend
the conversion of the Fund from a closed-end investment company to
an open-end investment company or a merger with an open-end
investment company outside the AllianceBernstein family of funds.
Fund stockholders may find open-ending the Fund an attractive
alternative because it would allow stockholders desiring liquidity
to redeem their shares at NAV at times of such stockholders'
choosing. In the Adviser's experience, however, open-ending would
undoubtedly result in significant redemption activity, which would
increase the Fund's expense ratio. Also, if the Fund were to operate
as an open-end fund, it would need to attract new investors. Even if
the Adviser believed in the desirability of such a fund, the Fund
would need to adopt a distribution plan pursuant to Rule 12b-1 under
the Investment Company Act of 1940 in order to support sales in the
broker channel. Distribution fees would increase the Fund's expense
ratio. Therefore, the Adviser did not believe that open-ending the
Fund was in the stockholders' best interests. For the same reasons,
the Adviser did not believe the Fund would be an attractive merger
candidate for an open-end fund outside the AllianceBernstein family.
In addition, selling the Fund to a replacement investment adviser
would be challenging, primarily because of the Fund's small size.
o Other methods of addressing the Fund's discount, such as tender
offers and open market stock repurchase were also discussed. The
Fund's discount is consistent with an industry trend present in all
closed-end fund categories. While a tender offer or open market
purchases for the Fund's shares might effect a temporary reduction
in the discount, the Adviser's experience with other closed-end
funds demonstrates that these efforts do not have a lasting effect.
Furthermore, a reduction in the Fund's net assets would only
increase the Fund's expense ratio.
o The Fund has two large institutional stockholders who together own
approximately 36% of the Fund's outstanding shares. Both of these
stockholders have expressed support for the liquidation and
dissolution of the Fund. In addition, one of those stockholders
recently submitted a proposal for consideration at the Fund's next
annual meeting that recommends that the Directors approve and submit
to stockholders a proposal to liquidate the Fund. Based on changes
to the Fund's stockholder base, the Adviser and the Directors
believed that such proposal, if presented, would be approved by
stockholders.
o Given the foregoing, the Adviser recommended to the Directors the
Liquidation because it believed that the Liquidation was in the best
interests of the Fund.
At the June Meeting, the Directors (with the advice and assistance of
independent counsel) considered the above factors and also considered, among
other things:
o The Plan and the terms and conditions of the Liquidation;
o The costs of the Liquidation (largely those for legal, printing and
proxy solicitation expenses), estimated to be approximately
$125,000, which will be borne by the Fund; and
o The Adviser's agreement to maintain insurance policies comparable to
the existing policies covering the Fund and the Fund's Directors and
officers for any claims relating to acts or omissions prior to the
Liquidation in respect of the Fund for at least six years.
Based on the foregoing, the Directors determined that the Liquidation was
in the best interests of the Fund and recommended it to the stockholders for
their approval.
SUMMARY OF PLAN OF LIQUIDATION AND RESOLUTION
The following summary is not complete. A copy of the Plan is attached
hereto as Appendix A. Stockholders are urged to read the Plan in its entirety.
EFFECTIVE DATE OF THE PLAN AND CESSATION OF THE FUND'S ACTIVITIES AS AN
INVESTMENT COMPANY
The Plan will become effective if the Liquidation is approved by the
holders of at least a majority of the outstanding shares of the Fund entitled to
vote at the Meeting (the "Effective Date"). After the Effective Date, the Fund
will cease its business as an investment company and will not engage in any
business activities except for the purpose of winding up its business and
affairs, preserving the value of its assets, discharging or making reasonable
provision for the payment of all of the Fund's liabilities, including contingent
liabilities if any, and distributing its remaining assets to stockholders in
accordance with the Plan.
CLOSING OF BOOKS AND TRANSFER AND TRADING OF SHARES
The proportionate interests of stockholders in the assets of the Fund will
be fixed on the basis of their respective share holdings on or about the
Effective Date. On such date, the books of the Fund will be closed. Thereafter,
unless the books of the Fund are reopened because the Plan cannot be carried
into effect under the laws of the State of Maryland or otherwise, the
stockholders' respective interests in the Fund's assets will not be transferable
by the negotiation of share certificates. Prior to the Effective Date, the New
York Stock Exchange ("NYSE") may remove the Fund's shares from listing at any
time if an event shall occur or conditions exist that, in the opinion of the
NYSE, make further dealings on the NYSE inadvisable. The Fund expects that the
shares will continue trading on the NYSE until the Effective Date and will not
trade thereafter.
LIQUIDATING DISTRIBUTIONS
The distribution of the Fund's assets will be made in one or more cash
payments in complete Liquidation of the Fund. The first distribution of the
Fund's assets (the "First Distribution") is expected to consist of cash
representing all or a substantial portion of the assets of the Fund, less an
estimated amount necessary to discharge any (a) unpaid liabilities and
obligations of the Fund on the Fund's books on the date of the First
Distribution, and (b) such other liabilities as the Board of Directors may
reasonably deem to exist against the assets of the Fund on the Fund's books,
including any contingent liabilities. Such estimated amount may include a
material amount for liabilities related to potential litigation involving the
Fund and its officers and directors. Subsequent distributions (each a
"Distribution" and together with the First Distribution and all other
Distributions, the "Liquidating Distributions"), if any, will consist of cash
from any assets remaining after accrual of expenses, the proceeds of any sale of
assets of the Fund under the Plan not sold prior to earlier Distributions and
any other miscellaneous income of the Fund. The Directors will set the record
date and the payment date for the First Distribution and each subsequent
Distribution. If the stockholders approve the Liquidation on August 31, 2011,
the Fund expects to make the Liquidating Distributions by approximately the end
of September 2011.
The Plan provides that the Directors have the authority to authorize such
variations from, or amendments of, the provisions of the Plan (other than the
terms governing Liquidating Distributions) as may be necessary or appropriate to
effect the Liquidation and the distribution of its net assets to stockholders in
accordance with the purposes to be accomplished by the Plan.
The transfer agent is Computershare Trust Company N.A., P.O. Box 43010,
Providence, Rhode Island 02940. It can be reached at (866) 456-7828. All
stockholders will receive information concerning the sources of the Liquidating
Distribution. Upon filing of the Articles of Dissolution, all outstanding shares
of the Fund will be deemed cancelled.
DISTRIBUTION AMOUNTS AND EXPENSES OF LIQUIDATION
The amounts to be distributed to stockholders of the Fund upon liquidation
will be reduced by any remaining expenses of the Fund, including the expenses of
the Fund in connection with this solicitation and with the liquidation and
portfolio transaction costs, as well as any costs incurred in resolving any
claims that may arise against the Fund. The Fund will bear all of the expenses
incurred by the Fund in carrying out the Plan. These expenses are estimated to
be approximately $125,000. Actual liquidation expenses and portfolio transaction
costs may vary from these estimates. Any increase in such costs will be funded
from the cash assets of the Fund and will reduce the amount available for
distribution to stockholders.
FEDERAL TAX CONSIDERATIONS
The following is a general summary of the significant federal income tax
consequences of the Plan to the Fund and its stockholders and is limited in
scope. This summary is based on the tax laws and applicable Treasury regulations
in effect on the date of this Proxy, all of which are subject to change by
legislative or administrative action, possibly with retroactive effect. The Fund
has not sought a ruling from the Internal Revenue Service (the "IRS") with
respect to the federal income tax consequences to the Fund or its stockholders
that will result from the Fund's Liquidation. The statements below are not
binding upon the IRS or a court, and there is no assurance that the IRS or a
court will not take a view contrary to those expressed below.
This summary addresses significant federal income tax consequences of the
Plan, but does not discuss state or local tax consequences of the Plan.
Implementing the Plan may impose unanticipated tax consequences on stockholders
or affect stockholders differently, depending on their individual circumstances.
Stockholders are encouraged to consult with their own tax advisers to determine
the particular tax consequences that may be applicable in connection with the
Plan.
The Liquidating Distributions received by a stockholder may consist of
three elements: (i) a capital gain dividend to the extent of any net long-term
capital gains recognized by the Fund during its final tax year; (ii) an ordinary
income dividend to the extent the amount of the Fund's ordinary income and
short-term capital gains earned during its final tax year that has not
previously been distributed exceeds the Fund's expenses for the year; and (iii)
a distribution treated as payment for the stockholder's shares. As of May 31,
2011, the Fund had accumulated net unrealized capital gains of $20.64 million,
or $2.32 per share, and expects to realize significant net gains on the sale of
assets in connection with the Liquidation. Therefore, it is currently expected
that stockholders may have a significant capital gain dividend in the
distribution. However, the composition of the actual Liquidating Distributions
may vary due to changes in market conditions and the composition of the Fund's
portfolio at the time its assets are sold. Based on the Fund's current
unrealized gains, the Fund will likely need to make a pre-closing distribution
prior to Liquidation.
Prior to the last day of the Fund's final taxable year, the Directors will
authorize any capital gain dividend and ordinary income dividend to be
distributed prior to the payment of the Liquidating Distribution. Within 60 days
after the close of the Fund's final taxable year, the Fund will notify
stockholders as to the portion, if any, of the Liquidating Distribution that
constitutes a capital gain dividend and the portion that constitutes an ordinary
income dividend (as well as any amounts qualifying for a credit or deduction
against foreign taxes paid by the Fund).
Since the Fund expects to retain its qualification as a regulated
investment company ("RIC") under the Internal Revenue Code (the "Code"), during
the liquidation period it does not expect to be taxed on any of its net capital
gains realized from the sale of its assets or ordinary income earned. In the
unlikely event that the Fund should lose its status as a RIC during the
liquidation process, the Fund would be subject to taxes that would reduce any or
all of the three types of Liquidating Distributions, and result in the inability
of the Fund to pass through to its stockholders credits against foreign taxes
paid.
Any portion of a Liquidating Distribution paid under the Plan out of
ordinary income or realized long-term capital gains will be taxed under the
Code, in the same manner as any other distribution of the Fund. Accordingly,
such amounts will be treated as ordinary income or long-term capital gains, if
so designated.
The balance of any amount (after accounting for the capital gain dividend
and ordinary income dividend positions of the Liquidating Distributions)
received upon liquidation will be treated for federal income tax purposes as a
payment in exchange for a stockholder's shares in the Fund. A stockholder will
recognize a taxable gain or loss on such exchange equal to the difference
between the amount of the payment and the stockholder's tax basis in its Fund
shares. Any such gain or loss will be a capital gain or capital loss if the
stockholder holds its shares as capital assets. In such event, any recognized
gain or loss will constitute a long-term capital gain or long-term capital loss,
as the case may be, if the Fund's shares were held for more than one year by the
stockholder at the time of the exchange. Under current law, long-term capital
gains are taxed to non-corporate stockholders at a maximum tax rate of 15%. If
the stockholder held its Fund shares for not more than one year at the time of
the deemed exchange, any gain or loss will be a short-term capital gain or loss.
Short-term capital gains are taxed to non-corporate stockholders at the
graduated income tax rates applicable to ordinary income. Corporate stockholders
should note that there is no preferential federal income tax rate applicable to
long-term capital gains derived by corporations under the Code. Accordingly, all
income recognized by a corporate stockholder pursuant to the Liquidation,
regardless of its character as capital gains or ordinary income, will be subject
to tax at the regular graduated federal corporate income tax rates.
Under the Code, certain non-corporate stockholders may be subject to
backup withholding tax (currently at a rate of 28%) on the Liquidating
Distribution they receive from the Fund. Generally, stockholders subject to
backup withholding will be those for whom no taxpayer identification number is
on file with the Fund, those who, to the Fund's knowledge, have furnished an
incorrect number, and those who underreport their tax liability. An individual's
taxpayer identification number is his or her social security number. Certain
stockholders specified in the Code may be exempt from backup withholding. The
backup withholding tax is not an additional tax. Rather, it may be credited
against a taxpayer's federal income tax liability.
IMPACT OF THE PLAN ON THE FUND'S STATUS UNDER THE 1940 ACT AND STATE LAW
As noted above, on the Effective Date, the Plan provides that the Fund
will cease doing business as a registered investment company and, as soon as
practicable, will apply for deregistration under the 1940 Act. A vote in favor
of the Plan will constitute a vote in favor of the Fund's deregistration under
the 1940 Act. Until the Fund's deregistration as an investment company becomes
effective, the Fund, as a registered investment company, will continue to be
subject to and will comply with the 1940 Act.
After the Effective Date, pursuant to the Maryland General Corporation Law
and the Fund's Charter and Bylaws, Articles of Dissolution will be executed,
acknowledged and filed with the State Department of Assessments and Taxation of
Maryland, and will become effective in accordance with the Maryland General
Corporation Law. Upon the effective date of such Articles of Dissolution, the
Fund will be legally dissolved, but thereafter the Fund will continue to exist
for the purpose of paying, satisfying, and discharging any existing debts or
obligations, collecting and distributing its assets, and doing all other acts
required to liquidate and wind up its business and affairs, but not for the
purpose of continuing the business for which the Fund was organized.
APPRAISAL RIGHTS
Stockholders will not be entitled to appraisal rights under Maryland law
in connection with the Plan.
The Board unanimously recommends that the stockholders vote FOR Proposal
One. Approval of Proposal One requires the affirmative vote of a majority of the
votes entitled to be cast.
PROXY VOTING AND STOCKHOLDER MEETING
All properly executed and timely received proxies will be voted at the
Meeting in accordance with the instructions marked thereon or as otherwise
provided therein. Accordingly, unless instructions to the contrary are marked,
proxies solicited on behalf of the Board will be voted for the Liquidation and
Dissolution of the Fund (Proposal One). If no specification is made on a
properly executed proxy, it will be voted for the matters specified on the Proxy
Card.
Those stockholders who hold shares directly and not through a broker or
nominee (that is, the stockholders of record) may authorize their proxies to
cast their votes by completing a Proxy Card and returning it by mail in the
enclosed postage-paid envelope as well as by telephone or internet. Instructions
to be followed by a stockholder of record to submit a proxy via telephone or
through the Internet, including use of the Control Number on the stockholder's
Proxy Card, are designed to verify stockholder identities, to allow stockholders
to give voting instructions and to confirm that stockholder instructions have
been recorded properly. Stockholders who authorize proxies by telephone or
through the Internet should not also return a Proxy Card. A stockholder of
record may revoke that stockholder's proxy at any time prior to exercise thereof
by giving written notice to the Secretary of the Fund at 1345 Avenue of the
Americas, New York, New York 10105, by authorizing a later-dated proxy (either
by signing and mailing another Proxy Card or by telephone or through the
Internet, as indicated above), or by personally attending and voting at the
Meeting. Owners of shares held through a broker or nominee (who is the
stockholder of record for those shares) should follow directions provided by the
broker or nominee to submit voting instructions.
Properly executed proxies may be returned with instructions to abstain
from voting or to withhold authority to vote (an "abstention") or represent a
broker "non-vote" (which is a proxy from a broker or nominee indicating that the
broker or nominee has not received instructions from the beneficial owner or
other person entitled to vote shares on a particular matter with respect to
which the broker or nominee does not have the discretionary power to vote).
The approval of Proposal One requires an affirmative vote of the holders
of a majority of the votes entitled to be cast. Abstentions and broker non-votes
will be considered present for purposes of determining the existence of a quorum
for the transaction of business but will have the effect of a vote against the
Proposal. Under Maryland law, the only matters that may be acted on at a special
meeting of stockholders are those stated in the notice of the special meeting.
Accordingly, other than procedural matters relating to the proposal to approve
the Liquidation, no other business may properly come before the Meeting. If any
such procedural matter requiring a vote of stockholders should arise, the
persons named as proxies will vote on such procedural matter in accordance with
their discretion.
A quorum for the Meeting will consist of the presence in person or by
proxy of the holders of a majority of the total outstanding shares of the Fund.
In the event that a quorum is not present at the Meeting or, even if a quorum is
so present, in the event that sufficient votes in favor of the position
recommended by the Board on the Proposal is not timely received, the Chairman of
the Board may adjourn the Meeting with no other notice than announcement at the
Meeting, in order to permit further solicitation of proxies.
The Fund has engaged Computershare, P.O. Box 43010, Providence, Rhode
Island 02940, to assist in soliciting proxies for the Meeting, including
contacting stockholders by telephone or other electronic means to solicit
stockholders on behalf of the Fund. Computershare will receive a total fee of
approximately $10,000 for its services, which will be borne by the Fund. Other
costs of the proxy solicitation will also be borne by the Fund.
OTHER INFORMATION
Stock Ownership
---------------
The outstanding voting shares of the Fund as of the Record Date consisted
of [____________] shares of common stock of the Fund. As of the Record Date, the
Directors and officers of the Fund as a group owned less than [1]% of the Fund's
common stock. During the Fund's most recently completed fiscal year, the Fund's
Directors as a group did not engage in the purchase or sale of securities of the
Adviser or of any of its parents or subsidiaries in an amount exceeding [1]% of
the relevant class of securities.
INFORMATION AS TO THE FUND'S INVESTMENT ADVISER AND ADMINISTRATOR
The Fund's investment adviser and administrator is AllianceBernstein L.P.,
with principal offices at 1345 Avenue of the Americas, New York, New York 10105.
OTHER MATTERS
Under Maryland law, the only matters that may be acted on at a special
meeting of stockholders are those stated in the notice of the special meeting.
Accordingly, other than procedural matters relating to the proposal to approve
the Liquidation, no other business may properly come before the Meeting. If any
such procedural matter requiring a vote of stockholders should arise, the
persons named as proxies will vote on such procedural matter in accordance with
their discretion.
Control Persons and Principal Holders of Securities
---------------------------------------------------
Based on the most recent publicly available data as of May 26, 2011, City
of London Investment Group PLC, with an address of 77 Gracechurch Street, London
EC3V 0AS, England beneficially owned an aggregate of 1,688,610 shares, or
approximately 18.9%, of the outstanding common stock of the Fund.
Based on the most recent publicly available data as of May 11, 2011, Banco
Bilbao Vizcaya Argentaria, S.A., with an address of Paseo de la Castellana 81,
Madrid 28046, Spain, beneficially owned an aggregate of 1,500,000 shares, or
approximately 16.84%, of the outstanding common stock of the Fund.
SUBMISSION OF PROPOSALS FOR THE NEXT ANNUAL MEETING OF STOCKHOLDERS
If the Proposal is approved, the Fund does not intend to hold another
annual meeting. However, if the Proposal is not approved or if the Liquidation
does not occur, the Fund will hold an annual meeting. As noted in the proxy for
the last year's annual meeting, proposals of stockholders intended to be
presented at the next annual meeting of stockholders of the Fund ("2011 Annual
Meeting of Stockholders") should have been received by the Fund by May 30, 2011
for inclusion in the Fund's proxy statement and proxy card relating to that
meeting. The submission by a stockholder of a proposal for inclusion in the
proxy statement does not guarantee that it would be included. In addition,
stockholder proposals are subject to certain requirements under the federal
securities laws and the Maryland General Corporation Law and must be submitted
in accordance with the Fund's Bylaws. To be presented at the 2011 Annual Meeting
of Stockholders, a stockholder proposal that is not otherwise includable in the
proxy statement for the 2011 Annual Meeting of Stockholders should have been
delivered by a stockholder of record to the Fund no sooner than April 30, 2011
and not later than May 30, 2011.
The persons named as proxies for the 2011 Annual Meeting of Stockholders
will, with respect to the proxies in effect at the meeting, have discretionary
authority to vote on any matter presented by a stockholder for action at that
meeting because the Fund had not received notice of the matter sooner than April
30, 2011 or later than May 30, 2011, or as otherwise provided in the preceding
paragraph. If the Fund receives such timely notice, these persons will not have
this authority except as provided in the applicable rules of the SEC.
REPORTS TO STOCKHOLDERS
The Fund will furnish each person to whom this Proxy Statement is
delivered with a copy of the Fund's latest annual report to stockholders and its
subsequent semi-annual report to stockholders, if any, upon request and without
charge. To request a copy, please call AllianceBernstein Investments, Inc. at
[(800) 227-4618] or write to Maria Brison at AllianceBernstein L.P., 1345 Avenue
of the Americas, New York, New York 10105.
By Order of the Board of Directors
Emilie D. Wrapp
Secretary
July 12, 2011
New York, New York
APPENDIX A - PLAN OF LIQUIDATION AND DISSOLUTION
The Ibero-America Fund, Inc.
Plan of Liquidation and Dissolution
This Plan of Liquidation and Dissolution (the "Plan") of The Ibero-America Fund,
Inc. (the "Fund"), a Maryland corporation and a closed-end management investment
company registered under the Investment Company Act of 1940, as amended (the
"1940 Act"), is intended to accomplish the complete liquidation and dissolution
of the Fund in conformity with the laws of the State of Maryland.
WHEREAS, on June 8, 2011, the Fund's Board of Directors (the "Board")
unanimously determined that it is advisable to dissolve the Fund; and
WHEREAS, the Board has considered and approved this Plan as the method of
liquidating and dissolving the Fund and has directed that the dissolution of the
Fund be submitted to the stockholders of the Fund (the "Stockholders") for their
consideration;
NOW, THEREFORE, the liquidation and dissolution of the Fund shall be carried out
in the manner hereinafter set forth:
1. Effective Date of Plan. The Plan shall be and become effective only upon
the approval of dissolution of the Fund by the Stockholders entitled to
cast at least a majority of the votes entitled to be cast on the matter at
a duly called meeting of the Stockholders at which a quorum is present.
The day of such approval by the Stockholders is hereinafter called the
"Effective Date."
2. Cessation of Business. After the Effective Date, the Fund shall cease its
business as an investment company and shall not engage in any business
activities except for the purposes of winding up its business and affairs,
preserving the value of its assets, discharging or making reasonable
provision for the payment of all of the Fund's liabilities as provided in
Section 5 herein, and distributing its remaining assets to the
Stockholders in accordance with this Plan.
3. Fixing of Interests and Closing of Books. The proportionate interests of
Stockholders in the assets of the Fund shall be fixed on the basis of
their respective shareholdings at the close of business on the Effective
Date, or on such later date as may be determined by the Board (the
"Determination Date"). On the Determination Date, the books of the Fund
shall be closed. Thereafter, unless the books are reopened because the
Plan cannot be carried into effect under the laws of the State of Maryland
or otherwise, the Stockholders' respective interests in the Fund's assets
shall not be transferable by operation of law and the Fund's shares will
cease to be traded on the New York Stock Exchange, Inc. (the "NYSE").
4. Notice of Liquidation. As soon as practicable after the Effective Date,
the Fund shall mail notice to its known creditors, if any, at their
addresses as shown on the Fund's records, that this Plan has been approved
by the Board of Directors and the Stockholders and that the Fund will be
liquidating its assets, to the extent such notice is required under the
Maryland General Corporation Law (the "MGCL").
5. Liquidation of Assets and Payment of Debts. As soon as is reasonable and
practicable after the Effective Date, all portfolio securities of the Fund
shall be converted to cash or cash equivalents. As soon as practicable
after the Effective Date, the Fund shall pay, or make reasonable provision
to pay in full all known or reasonably ascertainable liabilities of the
Fund incurred or expected to be incurred prior to the date of the final
Liquidating Distribution provided for in Section 6 below.
6. Liquidating Distributions. In accordance with Section 331 of the Internal
Revenue Code of 1986, as amended, the Fund's assets are expected to be
distributed by two or more cash payments in complete cancellation of all
the outstanding shares of stock of the Fund. The first distribution of the
Fund's assets (the "First Distribution") is expected to consist of cash
representing a substantial portion of the assets of the Fund, less an
estimated amount necessary to discharge any (a) unpaid liabilities and
obligations of the Fund on the Fund's books on the First Distribution
date, and (b) liabilities as the Board of Directors shall reasonably deem
to exist against the assets of the Fund on the Fund's books, including any
contingent liabilities. Each subsequent distribution (each a
"Distribution" and together with the First Distribution and all other
Distributions, the "Liquidating Distribution")will consist of cash from
any assets remaining after payment of expenses, the proceeds of any sale
of assets of the Fund under the Plan not sold prior to the earlier
Distributions and any other miscellaneous income to the Fund. The Board,
or a duly authorized committee thereof, will set the record date and
payment date for the First Distribution and each subsequent Distribution.
7. Expenses of the Liquidation and Dissolution of the Fund. The Fund shall
bear all of the expenses incurred in carrying out this Plan.
8. Deregistration as an Investment Company. Upon completion of the
Liquidating Distribution, the Fund shall file with the Securities and
Exchange Commission an application for an order declaring that the Fund
has ceased to be an investment company.
9. Dissolution. As promptly as practicable, but in any event no earlier than
20 days after the mailing of notice to the Fund's known creditors, if any,
the Fund shall be dissolved in accordance with the laws of the State of
Maryland and the Fund's charter, including filing Articles of Dissolution
with the State Department of Assessments and Taxation of Maryland.
Once dissolved, if any additional assets remain available for distribution
to the Stockholders, the Board may provide such notices to Stockholders
and make such distributions in the manner provided by the MGCL.
10. Additional Actions and Amendments. Without limiting the power of the Board
under Maryland law and the Fund's charter, the Board and, subject to the
discretion of the Board or a duly authorized committee thereof, the
officers of the Fund, shall have authority to do or authorize any or all
acts and things as they may consider necessary or desirable to carry out
the purposes of the Plan, including, without limitation, the execution and
filing of all certificates, documents, information returns, tax returns,
forms and other papers which may be necessary or appropriate to implement
the Plan or which may be required by the provisions of Maryland law, the
1940 Act, the Securities Act of 1933, as amended, the Securities Exchange
Act of 1934, as amended, or the NYSE. The Board shall have the authority
to authorize such variations from, or amendments of, the provisions of the
Plan (other than the terms governing Liquidating Distributions) as may be
necessary or appropriate to effect the liquidation and dissolution of the
Fund and the distribution of its net assets to Stockholders in accordance
with the purposes to be accomplished by the Plan.
TABLE OF CONTENTS
--------------------------------------------------------------------------------
Page
----
Introduction............................................................ [___]
Proposal One: Liquidation and Dissolution............................... [___]
Proxy Voting and Stockholder Meeting.................................... [___]
Other Information....................................................... [___]
Information as to the Fund's Investment Adviser and Administrator....... [___]
Other Matters........................................................... [___]
Submission of Proposals for the Next Annual Meeting of Stockholders..... [___]
Reports to Stockholders................................................. [___]
Appendix A: Plan of Liquidation and Dissolution......................... A-1
The Ibero-America Fund, Inc.
--------------------------------------------------------------------------------
AB
AllianceBernstein
Investments
--------------------------------------------------------------------------------
NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS AND
PROXY STATEMENT
July 12, 2011
[FORM OF PROXY CARD]
PROXY - THE IBERO-AMERICA FUND, INC.
PROXY IN CONNECTION WITH THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 31, 2011
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE IBERO-AMERICA
FUND, INC.
The undersigned stockholder of The Ibero-America Fund, Inc., a Maryland
corporation, hereby appoints Nancy E. Hay and Carol H. Rappa, or either of them,
as proxies for the undersigned, with full power of substitution in each of them,
to attend the Special Meeting of Stockholders of the Corporation (the "Special
Meeting") to be held at 3:30 p.m., Eastern Time, on August 31, 2011 at the
offices of the Corporation, 1345 Avenue of the Americas, New York, New York
10105, and any postponement or adjournment thereof, to cast on behalf of the
undersigned all votes that the undersigned is entitled to cast at the Special
Meeting and otherwise to represent the undersigned with all powers possessed by
the undersigned if personally present at such Special Meeting. The undersigned
hereby acknowledges receipt of the Notice of Special Meeting and accompanying
Proxy Statement and revokes any proxy previously given with respect to such
Special Meeting.
IF THIS PROXY CARD IS PROPERLY EXECUTED, THE VOTES ENTITLED TO BE CAST BY THE
UNDERSIGNED WILL BE CAST AS SPECIFIED. IF THIS PROXY CARD IS PROPERLY EXECUTED
BUT NO SPECIFICATION IS MADE FOR THE PROPOSAL, THE VOTES ENTITLED TO BE CAST BY
THE UNDERSIGNED WILL BE CAST "FOR" THE PROPOSAL AS DESCRIBED IN THE PROXY
STATEMENT. ADDITIONALLY, THE VOTES ENTITLED TO BE CAST BY THE UNDERSIGNED WILL
BE CAST IN THE DISCRETION OF THE PROXY HOLDER(S) ON ANY OTHER MATTERS THAT MAY
PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
Please refer to the proxy statement for a discussion of the Proposal.
PLEASE VOTE, DATE, AND SIGN ON THE REVERSE SIDE AND RETURN THE PROXY CARD
PROMPTLY; YOU MAY USE THE ENCLOSED ENVELOPE.
Special Meeting Proxy Card
A Proposal
Approval of the liquidation and dissolution of the Fund in accordance with the
Plan of Liquidation and Dissolution of the Fund attached to the Proxy Statement
as Appendix A.
FOR AGAINST ABSTAIN
[_] [_] [_]
To vote and otherwise represent the undersigned on any other matter that may
properly come before the Meeting, any postponement or adjournment thereof,
including any matter incidental to the conduct of the Meeting, in the discretion
of the Proxy holder(s).
Please check here if you plan to attend the Meeting.
[_] I WILL ATTEND THE MEETING.
------------------
B. Authorized Signatures - This section must be completed for your vote to be
counted. - Date and Sign Below.
Please sign exactly as name(s) appear hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, corporate officer, trustee,
guardian, or custodian, please give full title.
Signature 1 - Please keep signature within the box
-----------------------------------
Signature 2 - Please keep signature within the box
-----------------------------------
Date (mm/dd/yyyy)
-----------------------------------
SK 00250 0031 1209116