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)
Alliance Capital Management L.P.
--------------------------------
(Name of Issuer)
Units of Limited Partnership Interest
-------------------------------------
(Title of Class of Securities)
Not applicable
----------------------
(CUSIP Number)
Jean Margo Reid
SCB Inc.
In care of Bernstein Investment Research and Management
767 Fifth Avenue
New York, New York 10153
(212) 486-5800
With copies to:
Donald C. Walkovik, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2000
---------------
(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 that is the subject of this Schedule 13D,
and is filing this Schedule because of Rule 13d-1(e),
13d-1(f), or 13d-1(g), 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 for other
parties to whom copies are to be sent.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 13 Pages)
Exhibit Index Appears on Page 13
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CUSIP No. N/A 13D Page 2 of 13 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SCB Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
40,800,000
(all of the foregoing indirectly through SCB
NUMBER OF Partners Inc.)
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 40,800,000
(all of the foregoing indirectly through SCB
Partners Inc.)
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,800,000 (all of the foregoing indirectly through SCB Partners Inc.)
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
HC, CO
--------------------------------------------------------------------------------
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CUSIP No. N/A 13D Page 3 of 13 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SCB Partners Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 40,800,000
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 40,800,000
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,800,000
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.6%
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
<PAGE>
CUSIP No. N/A 13D Page 4 of 13 Pages
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Units of Limited Partnership Interest of
Alliance Capital Management L.P. (the "Units"), a Delaware limited partnership
(the "Issuer"), which has its principal executive offices at 1345 Avenue of the
Americas, New York, NY 10105.
ITEM 2. IDENTITY AND BACKGROUND.
(A-C).
This Statement is being filed by SCB Inc. ("SCB") and SCB Partners
Inc. ("Partners") (together, the "Reporting Persons"). Partners is a
wholly-owned subsidiary of SCB.
SCB is a Delaware corporation with its principal office and principal
place of business at 767 Fifth Avenue, New York, New York 10153.
Partners is a New York corporation with its principal office and
principal place of business at 767 Fifth Avenue, New York, New York 10153.
Prior to the consummation of the Acquisition (as defined in Item 4
below), SCB Inc. was the holding company of Sanford C. Bernstein & Co.,
Inc., a registered broker dealer and investment adviser, and certain other
subsidiaries of SCB. Currently SCB is the holding company of Partners.
Partners was created in connection with the Acquisition and directly owns
40.8 million Units.
The (i) name, (ii) business address and (iii) present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is conducted
for each director and executive officer of SCB and Partners is set forth in
Appendix A attached hereto.
(D) AND (E).
Neither SCB nor Partners, and to the best knowledge of each of SCB
and Partners, none of the persons listed in Appendix A hereto, has during
the last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and, as a result of such proceeding, was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(F).
Unless otherwise noted, all of the persons listed in Appendix A hereto
are citizens of the United States of America. Mr. Fried is also a citizen
of Israel.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 2, 2000, Partners acquired 40.8 million Units as part of the
consideration paid in respect of consummation of the Acquisition (such Units,
the "Acquired Units").
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CUSIP No. N/A 13D Page 5 of 13 Pages
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Acquired Units was for investment
and to accomplish the sale of the assets and businesses of the subsidiaries of
SCB, as contemplated by the Amended and Restated Acquisition Agreement, dated as
of October 2, 2000 (the "Acquisition Agreement"), among SCB, Partners, Bernstein
Technologies Inc., Sanford C. Bernstein & Co., LLC, SCB LLC, the Issuer,
Alliance Capital Management LLC and Alliance Capital Management Holding L.P.
("Holding") (such sale, the "Acquisition").
Each of the Reporting Persons, however, expects to evaluate on an
ongoing basis the Issuer's and Holding's respective financial condition,
business, operations and prospects, the market price of units of limited
partnership of Holding, conditions in the securities markets generally, general
economic and industry conditions and other factors. The Reporting Persons may
purchase additional units of limited partnership interest of the Issuer or may
sell, transfer or exchange the Acquired Units (in accordance with the terms of
the agreements described in Item 6) from time to time (subject to any applicable
limitations imposed on the sale of any of their Acquired Units by the Securities
Act of 1933, as amended).
As a result of the consummation of the Acquisition, Partners directly,
and SCB indirectly, own 16.6% of the outstanding Units of the Issuer.
Except as discussed herein, neither SCB nor Partners, and to the best
knowledge of each of SCB and Partners none of the persons listed in Appendix A
hereto, has any present plans or intention which would result in or relate to
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) AND (B).
As of October 2, 2000, Partners owns directly 40.8 million Units. Based
on the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30,
2000, there were 246,373,518 Units outstanding as of October 2, 2000 (after
giving effect to the issuance to Partners of 40.8 million units). As a result of
the foregoing, Partners may be deemed to beneficially own 16.6% of the total
number of the outstanding Units.
Partners, a wholly-owned subsidiary of SCB, has the sole power to vote,
or direct the vote, and the sole power to dispose of, or to direct the
disposition of, the Acquired Units. SCB does not own beneficially any Units;
however, Partners is a wholly-owned subsidiary of SCB.
Except for the acquisition of Acquired Units described in Item 3,
neither SCB nor Partners, and to the best knowledge of each of SCB and Partners,
none of the persons listed in Appendix A hereto, owns any Units.
(C).
Except for the acquisition of Units described in Item 3, during the
last 60 days, no transactions in the Units were effected by SCB, Partners, or to
the best knowledge of each of SCB and Partners, by any of the persons listed in
Appendix A hereto.
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CUSIP No. N/A 13D Page 6 of 13 Pages
(D).
No person other than Partners, a wholly-owned subsidiary of SCB, has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Units beneficially owned by Partners.
(E).
Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the Acquisition, SCB and Partners entered into the
following agreements with respect to securities of the Issuer, each of which is
described in greater detail below: (1) the Acquisition Agreement, (2) a
Registration Rights Agreement, dated as of October 2, 2000 (the "Registration
Rights Agreement"), among Holding, SCB and Partners, (3) a Purchase Agreement,
dated as of June 20, 2000 (the "Put Agreement"), among AXA Financial, Inc. ("AXA
Financial"), the Issuer and SCB, and (4) a letter agreement, dated as of June
20, 2000 (the "Letter Agreement") between AXA Financial and SCB. Except for the
matters described herein and in Item 4, SCB and Partners, and to the best
knowledge of each of SCB and Partners, the persons listed in Appendix A hereto,
have no other contract, arrangement, understanding or relationship with any
person with respect to any securities of the Issuer.
The Acquisition Agreement
-------------------------
Pursuant to the Acquisition Agreement, SCB and its subsidiaries,
including Partners, have the right to receive one unit representing assignment
of beneficial ownership of a limited partnership interest in Holding (each, a
"Holding Unit") in exchange for each Acquired Unit (or such other rate of
exchange of Holding Units for Units of Alliance as is applicable to all holders
of Units of Alliance), subject to certain conditions. These conditions include,
but are not limited to, (i) the Holding Units must be exempt from registration
pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and
Holding must have received any necessary representations, opinions or other
documentation in connection with such issuance; (ii) the issuance of the Holding
Units must be permissible under the terms of the Amended and Restated Agreement
of Limited Partnership of Alliance Holding dated as of October 29, 1999 (the
"Alliance Holding Limited Partnership Agreement"); (iii) The Equitable Life
Assurance Society of the United States ("Equitable") must consent to the
transfer of the Acquired Units to Holding (which AXA Financial, Equitable's
indirect parent, has agreed to cause Equitable to do); and (iv) SCB must provide
an outside legal opinion stating that the exchange of Acquired Units for Holding
Units constitutes a "block transfer" under applicable United States Treasury
regulations.
The Acquisition Agreement also restricts how and when SCB and its
subsidiaries can transfer or dispose of the Acquired Units (or the Holding Units
if the Acquired Units have been exchanged as described above). Unless otherwise
permitted, SCB has agreed not to, directly or indirectly, offer, pledge, sell,
or otherwise transfer or dispose of, directly or indirectly, any of the Acquired
Units (or the Holding Units if the Acquired Units have been exchanged as
described above), or any interest therein, any security convertible,
exchangeable or exercisable for or repayable with any of the Acquired Units or
any security or other interest in any person owning any of such units. SCB also
has agreed that neither it nor any of its affiliates will enter into any swap,
hedging transaction or other similar arrangement that
<PAGE>
CUSIP No. N/A 13D Page 7 of 13 Pages
transfers to another, in whole or in part, any of the economic consequences of
ownership (other than any permitted sale, assignment or pledge) of the Acquired
Units.
Notwithstanding the foregoing restrictions on transfer, SCB has the
right to sell or assign up to 2.8 million of the Acquired Units (or the Holding
Units if the Acquired Units have been exchanged as described above) at any time
after October 2, 2000 and, beginning on October 2, 2002, up to an additional
twenty percent of the Acquired Units per year. However, these transfers are
permissible only if they (i) do not violate Holding's and the Issuer's internal
written policies generally applicable to senior officers restricting sales of
Units, (ii) qualify as a "block transfer" under applicable United States
Treasury regulations and (iii) comply with all applicable provisions, conditions
and requirements of the Alliance Capital Limited Partnership Agreement, dated as
of October 29, 1999 (the "Alliance Capital Limited Partnership Agreement"), the
Alliance Holding Limited Partnership Agreement (or other governing document) and
the Acquisition Agreement. To the extent SCB does not transfer the maximum
twenty percent of the Acquired Units (or Holding Units as the case may be) in
any one year, SCB has the right to carry forward any balance to subsequent
years; however, transfers made pursuant to SCB's right to exchange Acquired
Units for Holding Units in accordance with the Acquisition Agreement are not
applied toward the twenty percent limitation.
Pursuant to the Acquisition Agreement, the Issuer agreed to appoint Mr.
Lewis A. Sanders and Mr. Roger Hertog to its Management Compensation Committee.
The Put Agreement
-----------------
Under the terms of the Put Agreement, the Issuer and AXA Financial have
agreed to provide SCB and its subsidiaries liquidity rights with respect to the
Acquired Units. Beginning October 2, 2002 and ending October 2, 2010, generally
SCB has the right to put up to twenty percent of such Units to AXA Financial
each year (less any Units SCB may have otherwise transferred that year). The
purchase price for the Acquired Units sold to AXA Financial pursuant to the Put
Agreement will be the average of the closing prices of a Holding Unit as quoted
on the NYSE Composite Transactions Tape or as otherwise quoted or reported for
the ten trading days ending on the fifth trading day following the date SCB
notifies AXA Financial and the Issuer that it will exercise its put rights. The
terms of the Put Agreement also include, but are not limited to, the following:
(i) SCB may exercise its put rights once per year; (ii) SCB may not deliver an
exercise notice regarding its put rights until at least nine months after it
delivers its immediately preceding exercise notice; (iii) the sale contemplated
by an exercise notice must qualify as a "block transfer" under applicable United
States Treasury regulations; and (iv) SCB may exercise its put rights only at
times permitted by, and otherwise in compliance with, Holding's and the Issuer's
then applicable internal written policies generally applicable to senior
officers restricting sales of Units.
Under the terms of the Put Agreement, AXA Financial has the right to
defer SCB's rights thereunder in certain specified circumstances for up to 120
days. In addition, in the event SCB chooses to transfer Acquired Units to a
third party, AXA Financial has a right of first refusal, subject to specified
conditions, to purchase such Acquired Units.
The Registration Rights Agreement
---------------------------------
Pursuant to the Registration Rights Agreement, SCB is entitled, subject
to certain exceptions and limitations stated therein, to demand that Holding
register under the Securities Act, Holding Units
<PAGE>
CUSIP No. N/A 13D Page 8 of 13 Pages
acquired or to be acquired in exchange for the Acquired Units. These rights
commence October 2, 2002 and end October 2, 2010 and generally provide SCB with
one demand registration statement each consecutive 365 day period commencing
October 2, 2002 and 60 days during each such period, including not less than one
period of 30 consecutive days, when SCB will be permitted to offer or sell
Holding Units pursuant to such effective registration statement. The
Registration Rights Agreement also provides SCB with certain piggyback
registration rights and contains provisions regarding cutbacks, blackout
periods, indemnification and other terms traditionally addressed in such
agreements.
Letter Agreement
----------------
Pursuant to the Letter Agreement, AXA Financial has agreed to cause
Messrs. Lewis A. Sanders and Roger Hertog to be elected to the board of
directors of Alliance Capital Management Corporation, the general partner of
each of the Issuer and Holding. The Letter Agreement provides that Messrs.
Sanders and Hertog will each serve in this capacity for a term or successive
terms ending not earlier than October 2, 2003; provided, however, that Mr.
Sanders and/or Mr. Hertog may be removed if his employment with the Issuer is
terminated. In the event that either or both Mr. Sanders and Mr. Hertog are
removed from the board of Alliance Capital Management Corporation prior to
October 2, 2003, then AXA Financial shall select a replacement from a list of
names of persons previously agreed to by AXA Financial and SCB.
The foregoing descriptions of the Acquisition Agreement, the Put
Agreement, the Registration Rights Agreement and the Letter Agreement are
subject to, and qualified in their entirety by reference to, the full text of
such agreements, copies of which are filed as exhibits hereto and incorporated
by reference into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Amended and Restated Acquisition Agreement, dated
as of October 2, 2000, among Alliance Capital
Management L.P., Alliance Capital Management
Holding L.P., Alliance Capital Management LLC,
SCB Inc. (f.k.a. Sanford C. Bernstein Inc.),
Bernstein Technologies Inc., SCB Partners Inc.,
Sanford C. Bernstein & Co., LLC and SCB LLC.
Exhibit 2 - Registration Rights Agreement, dated as of
October 2, 2000, by and among Alliance Capital
Management Holding L.P., SCB Inc. (f.k.a. Sanford
C. Bernstein Inc.) and SCB Partners Inc.
Exhibit 3 - Purchase Agreement, dated as of June 20, 2000, by
and among Alliance Capital Management L.P., AXA
Financial, Inc. and SCB Inc. (f.k.a. Sanford C.
Bernstein Inc.) (incorporated by reference to
Exhibit 22 of the Schedule 13D (Amendment No. 8)
filed by Alliance Capital Management Holding L.P.
on June 30, 2000).
Exhibit 4 - Letter Agreement, dated as of June 20, 2000,
between SCB Inc. (f.k.a. Sanford C. Bernstein
Inc.) and AXA Financial, Inc. (incorporated by
reference to Exhibit 23 of the Schedule 13D
<PAGE>
CUSIP No. N/A 13D Page 9 of 13 Pages
(Amendment No. 8) filed by Alliance Capital
Management Holding L.P. on June 30, 2000).
Exhibit 5 - Agreement of Joint Filing, dated as of October
12, 2000, between SCB Inc. and SCB Partners Inc.
<PAGE>
CUSIP No. N/A 13D Page 10 of 13 Pages
APPENDIX A
TO SCHEDULE 13D
Set forth herein please find information concerning the Executive
Officers and Directors of SCB Inc. ("SCB") and SCB Partners Inc. ("Partners")
(each, a "Corporation"). Such information sets forth the name of the Executive
Officer or Director, his/her position at the respective Corporation and his/her
present principal occupation or employment, if other than that held at the
respective Corporation. Unless otherwise indicated, the principal business
address of each of the Executive Officers and Directors set forth below is 767
Fifth Avenue, New York, New York 10153.
Executive Officers and Directors of SCB Inc. and SCB Partners Inc.*
<TABLE>
<CAPTION>
Principal Occupation/
Name Position at the Corporations Employment
---- ---------------------------- ----------
<S> <C> <C>
Lewis A. Sanders Chairman; Chief Executive Officer Director; Vice Chairman, Chief
Investment Officer**
Roger Hertog Director; President and Chief Vice Chairman**
Operating Officer
Andrew S. Adelson Director; Senior Vice President Executive Vice President; Chief
Investment Officer, International
Value Equities**
Kevin R. Brine Director; Senior Vice President Head of Non-U.S. Asset
Management Services**
Charles C. Cahn, Jr. Director; Senior Vice President Coordinator of Merger
Integration**
Marilyn Goldstein Fedak Director; Senior Vice President Executive Vice President; Chief
Investment Officer, U.S. Value
Equities**
Arthur W. Fried Director Executor, Estate of Zalman C.
Bernstein
<FN>
----------
*The listed individuals hold identical positions for both SCB and Partners.
**Indicated director and officer positions are with Alliance Capital Management
Corporation, the general partner of each of Alliance and Holdings; employment
and other positions are with Alliance; the principal business address is 1345
Avenue of the Americas, New York, New York 10105.
</FN>
/</TABLE>
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CUSIP No. N/A 13D Page 11 of 13 Pages
<TABLE>
<S> <C> <C>
Michael L. Goldstein Director; Senior Vice President Executive Vice President; Chief
Investment Strategist, Institutional
Services**
Thomas S. Hexner Director; Senior Vice President Head of Private Client
Services**
Gerald M. Lieberman Director; Senior Vice President; Executive Vice President, Finance
Treasurer and Operations**
Marc O. Mayer Director; Senior Vice President Chief Executive Officer of
Sanford C. Bernstein & Co. LLC
Jean Margo Reid Director; Senior Vice President; Counsel**
Secretary
Francis H. Trainer, Jr. Director; Senior Vice President Chief Investment Office, Fixed
Income-Bernstein Investment
Management Research Unit**
</TABLE>
<PAGE>
CUSIP No. N/A 13D Page 12 of 13 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
DATED: October 12, 2000
SCB INC.
By: /s/ Jean Margo Reid
--------------------------------
Name: Jean Margo Reid
Title: Senior Vice President
and Secretary
SCB PARTNERS INC.
By: /s/ Jean Margo Reid
--------------------------------
Name: Jean Margo Reid
Title: Senior Vice President
and Secretary
<PAGE>
CUSIP No. N/A 13D Page 13 of 13 Pages
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1 Amended and Restated Acquisition Agreement, dated as of
October 2, 2000, among Alliance Capital Management L.P.,
Alliance Capital Management Holding L.P., Alliance Capital
Management LLC, SCB Inc. (f.k.a. Sanford C. Bernstein Inc.),
Bernstein Technologies Inc., SCB Partners Inc., Sanford C.
Bernstein & Co., LLC and SCB LLC.
2 Registration Rights Agreement, dated as of October 2, 2000,
by and among Alliance Capital Management Holding L.P., SCB
Inc. (f.k.a. Sanford C. Bernstein Inc.) and SCB Partners
Inc.
3 Purchase Agreement, dated as of June 20, 2000, by and among
Alliance Capital Management L.P., AXA Financial, Inc. and
SCB Inc. (f.k.a. Sanford C. Bernstein Inc.) (incorporated by
reference to Exhibit 22 of the Schedule 13D (Amendment No.
8) filed by Alliance Capital Management Holding L.P., on
June 30, 2000).
4 Letter Agreement, dated as of June 20, 2000, between SCB
Inc. (f.k.a. Sanford C. Bernstein Inc.) and AXA Financial,
Inc. (incorporated by reference to Exhibit 23 of the
Schedule 13D (Amendment No. 8) filed by Alliance Capital
Management Holding L.P. on June 30, 2000).
5 Agreement of Joint Filing, dated as of October 12, 2000,
between SCB Inc. and SCB Partners Inc.
