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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ALLIANCE CAPITAL MANAGEMENT L.P.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-40364930
(State of Incorporation or Organization) (I.R.S. Employer Identification No.)
1345 Avenue of the Americas
New York, NY 10105
(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration of a class of If this form relates to the registration of a class of
securities pursuant to Section 12(b) of the Exchange Act securities pursuant to Section 12(g) of the Exchange Act
and is effective pursuant to General Instruction A.(c), and is effective pursuant to General Instruction A.(d),
please check the following box. [ ] please check the following box. [X]
Securities Act registration statement file number to which this form relates: 333-84477
(If applicable)
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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None None
Securities to be registered pursuant to Section 12(g) of the Act:
(Title of Class)
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Alliance Capital Limited Partnership Interests
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Item 1: Description of Registrant's Securities to be Registered
The descriptions under the headings "Description of Alliance Capital
Units" and "Comparison of Unitholder Rights" relating to the Registrant's
Limited Partnership Interests in the Proxy Statement/Prospectus included
in the Registrant's Registration Statement on Form S-4 (Registration No.
333-84477) filed with the Securities and Exchange Commission on August 3, 1999,
as amended, are incorporated herein by reference.
Item 2: Exhibits
The following exhibits have been filed with the Securities and Exchange
Commission:
2.1. Amended and Restated Certificate of Limited Partnership dated
October 29, 1999 of Alliance Capital Management L.P. (formerly
Alliance Capital Management L.P. II).
2.2 Amended and Restated Agreement of Limited Partnership dated October
29, 1999 of Alliance Capital Management L.P. (formerly Alliance
Capital Management L.P. II) (incorporated by reference to Exhibit
(a)(3) to the Form 10-Q for the quarterly period ended September 30,
1999 of Alliance Capital Management Holding L.P. (formerly Alliance
Capital Management L.P.) filed on November 15, 1999).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
Alliance Capital Management L.P.
By: Alliance Capital Management Corporation,
its General Partner
By: /s/ David R. Brewer, Jr.
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Name: David R. Brewer, Jr.
Title: Senior Vice President and
General Counsel
Date: March 15, 2000
INDEX TO EXHIBITS
Exhibit No. Description
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2.1 Amended and Restated Certificate of Limited Partnership dated
October 29, 1999 of Alliance Capital Management L.P. (formerly
Alliance Capital Management L.P. II).
2.2 Amended and Restated Agreement of Limited Partnership dated
October 29, 1999 of Alliance Capital Management L.P. (formerly
Alliance Capital Management L.P. II) (incorporated by reference
to Exhibit (a)(3) to the Form 10-Q for the quarterly period ended
September 30, 1999 of Alliance Capital Management Holding L.P.
(formerly Alliance Capital Management L.P.) filed on November 15,
1999).
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EXHIBIT 2.1
AMENDED AND RESTATED
CERTIFICATE OF LIMITED PARTNERSHIP
OF
ALLIANCE CAPITAL MANAGEMENT L.P. II
This Amended and Restated Certificate of Limited Partnership of Alliance
Capital Management L.P. II, a Delaware limited partnership (the "Partnership"),
is being executed as of October 29, 1999 for the purpose of amended and
restating in its entirety, as hereinafter set forth, the Certificate of Limited
Partnership of the Partnership (the "Certificate"), which Certificate was
originally filed in the Office of the Secretary of State of the State of
Delaware under the present name of the Partnership on April 6, 1999.
It is, therefore, certified that the Certificate is hereby amended and
restated in its entirety as follows:
1. Name. The name of the Partnership is Alliance Capital Management L.P.
2. Registered Office and Registered Agent. The registered office of the
Partnership in the State of Delaware is located at Corporation Trust Center,
1209 Orange Street, Wilmington, Delaware 19801. The name of the registered
agent of the Partnership for service of process at such address is The
Corporation Trust Company.
3. Name and Address of General Partner. The name and business address of
the General Partner of the Partnership are as follows:
Alliance Capital Management Corporation
1345 Avenue of the Americas
32nd Floor
New York, NY 10105
4. Amended and Restated Certificate. This Amended and Restated Certificate
has been duly executed and is being filed in accordance with the provisions
ss.17-210 of the Delaware Revised Uniform Limited Partnership Act.
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate as
of the day and year first above written.
GENERAL PARTNER
ALLIANCE CAPITAL MANAGEMENT CORPORATION
By: /s/ David R. Brewer, Jr.
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Name: David R. Brewer, Jr.
Title: Senior Vice President and
General Counsel
