Rule 424(b)(3) and relating to
Registration Statement No. 333-84477
PROSPECTUS SUPPLEMENT
to
Exchange Offer Prospectus dated September 30, 1999
relating to the
Offer to Exchange up to 34,600,000
Units of Limited Partnership Interest of
Alliance Capital Management Holding L.P.
(f/k/a Alliance Capital Management L.P.)
for
Units of Alliance Capital Management L.P.
(f/k/a Alliance Capital Management L.P. II)
Alliance Capital Management Holding L.P. (formerly known as Alliance
Capital Management L.P.) ("Alliance Holding") is accepting certain units in
Alliance Holding in exchange for units in Alliance Capital Management L.P.
(formerly known as Alliance Capital Management L.P. II) ("Alliance Capital") on
the terms and subject to the conditions detailed below. Alliance Holding is
accepting Alliance Holding units held by:
(1) participants of the book-entry system at the Depository Trust Company
("DTC") that held valid client instructions to tender, and who intended to
tender, such units on October 29, 1999 pursuant to the exchange offer (as
described below) but were unable to do so because the exchange offer expired at
12:00 A.M. on October 29, 1999, not later in the day on October 29, 1999 as
such participants incorrectly understood, and
(2) other similarly situated holders who sought to tender on October 29,
1999 outside of the DTC system.
Alliance Holding will accept such units for exchange until 5:00 P.M., New
York City time, on Monday, January 24, 2000.
Background. In April 1999, Alliance Holding announced a reorganization of
its business in which Alliance Holding would transfer substantially all of its
assets and liabilities to Alliance Capital, a newly formed private partnership,
in exchange for all of the partnership interests in Alliance Capital. In
connection with the reorganization, Alliance Holding proposed to offer to all
of its unitholders the opportunity to exchange their units in Alliance Holding
for units in Alliance Capital on a one-for-one basis, subject to limits
designed to preserve liquidity in the Alliance Holding units (the "exchange
offer").
On September 30, 1999, Alliance Holding commenced the exchange offer. By
its terms, the exchange offer expired at 12:00 A.M., New York City time, on
October 29, 1999. As is customary, and at the request of the New York Stock
Exchange, Alliance Holding issued a press release on the morning of October 29,
1999 stating that the exchange offer had expired and that all validly tendered
units had been accepted in the exchange.
By midday on October 29, 1999, Alliance Holding had been contacted by a
number of broker dealers who stated they had mistakenly thought the exchange
offer would remain open until the end of the day on October 29, 1999. These
broker dealers indicated they were holding instructions to tender from their
clients that they had not yet carried out. In the weeks after the expiration of
the exchange offer, a number of broker dealers contacted Alliance Holding
requesting that it find a way to allow them to carry out their clients'
instructions. DTC made a similar request on behalf of a number of its
participants.
Acceptance of Qualifying Units. Alliance Holding has agreed to accommodate
those DTC participants that held valid client instructions to tender, and who
intended to tender, Alliance Holding units into the exchange offer on October
29, 1999, as well as other similarly situated holders who sought to tender on
October 29, 1999 outside of the DTC system. Alliance Holding will accept such
units as of the same time the Alliance Holding units that were timely
<PAGE>
tendered were accepted (that is, as of 12:00 A.M. on October 29, 1999),
pursuant to the existing registration statement on Form S-4 (No. 333-84477) and
on the terms and subject to the conditions of the exchange offer as described
in the exchange offer prospectus dated September 30, 1999, as amended by this
prospectus supplement, and the related letter of transmittal. Alliance Holding
will make this option available to those banks, broker dealers and unitholders
who can certify, to Alliance Holding's satisfaction, that they would have
tendered into the exchange offer on October 29, 1999 had the exchange offer
been open.
DTC Participants. To be eligible to tender Alliance Holding units as
described above, a DTC participant must meet the following requirements:
o Promptly after the date hereof notify DTC in writing of its intention
to tender Alliance Holding units in exchange for Alliance Capital
units.
o Certify, to Alliance Holding's satisfaction, no later than 5:00 P.M.,
New York City time, on Monday, January 24, 2000, that it:
o held valid client instructions to tender in the exchange offer
on October 29, 1999,
o would have tendered on behalf of such client or clients on
October 29, 1999 had the exchange offer been open after 12:00
A.M. on October 29, 1999, and
o had not received as of October 29, 1999 client instructions
revoking the previous tender instructions or instructing it to
withdraw the tendered units.
o Give valid instructions to DTC to tender Alliance Holding units on
behalf of its eligible client or clients in accordance with DTC's
Automated Tender Offer Program procedures for transfer and deliver to
DTC certificates representing such units to be tendered no later than
5:00 P.M., New York City time, on Monday, January 24, 2000.
A DTC participant will receive from DTC a certification form and
instructions for certification once such participant has notified DTC of
its intention to tender Alliance Holding units in exchange for Alliance
Capital units. Non-DTC Participants.
Non-DTC participants must promptly after the date hereof notify in writing
First Chicago Trust Company of New York, the exchange agent, of their
intention to tender Alliance Holding units in exchange for Alliance
Capital units and must certify, no later than 5:00 P.M., New York City
time, on Monday, January 24, 2000, that they intended to tender, and would
have tendered, Alliance Holding units into the exchange offer on October
29, 1999 had the exchange offer been open after 12:00 A.M. on October 29,
1999. Such non-DTC participants must deliver to the exchange agent a
properly completed and executed letter of transmittal and any other
documents required by such letter of transmittal, including certificates
representing the Alliance Holding units to be tendered, no later than 5:00
P.M., New York City time, on Monday, January 24, 2000.
Securities Act Registration. The Alliance Capital units offered in
exchange for the Alliance Holding units will be sold pursuant to the existing
registration statement on Form S-4 (No. 333-84477).
First Chicago Trust Company of New York has agreed to provide services as
the exchange agent in connection with Alliance Holding's acceptance of units as
described in this prospectus supplement. Qualifying banks, broker dealers and
unitholders should direct all executed letters of transmittal and other
required documents to the exchange agent at one of the addresses or facsimile
numbers set forth below.
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<PAGE>
Georgeson Shareholder Communications, Inc. has agreed to provide services
as the information agent in connection with Alliance Holding's acceptance of
units as described in this prospectus supplement. Qualifying banks, broker
dealers and unitholders should direct questions and requests for assistance
regarding the tender of Alliance Holding units, requests for additional copies
of the exchange offer prospectus, this prospectus supplement or the letter of
transmittal to the information agent at the address or the telephone number set
forth below.
The information agent is:
GEORGESON
SHAREHOLDER
COMMUNICATIONS INC.
17 State Street
New York, New York 10004
Banks and Brokers call collect (212) 440-9800
Call Toll Free: 1-800-223-2064
The exchange agent is:
FIRST CHICAGO TRUST COMPANY OF NEW YORK
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By Federal Express or
By Mail: Other Courier: By Hand:
------- ------------- -------
<S> <C> <C>
First Chicago Trust Company First Chicago Trust Company First Chicago Trust Company
of New York of New York of New York
Corporate Actions Corporate Actions c/o Securities Transfer and Reporting
Suite 4660 Suite 4680 Services Inc.
P. O. Box 2569 14 Wall Street Attn: Corporate Services
Jersey City, New Jersey 8th Floor 100 William Street, Galleria
07303-2569 New York, New York 10005 New York, New York 10038
</TABLE>
The date of this Prospectus Supplement is January 10, 2000.
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