As filed with the Securities and Exchange Commission on October 3, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Alliance Capital Management L.P.
(Exact Name of issuer as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 6282 13-3434400
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Identification No.)
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1345 Avenue of the Americas
New York, NY 10105
(212) 969-1000
(Address of principal executive offices)
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SCB Deferred Compensation Award Plan
2000 Offering
(Full title of the Plan)
---------------------------
David R. Brewer, Jr., Esq.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (212) 969-1000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Obligation Price Fee
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Deferred Compensation
Obligations(1)............ $96,000,000 100% 100% $25,344.00
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(1) The Deferred Compensation Obligations are unsecured obligations of
Alliance Capital Management L.P. to pay deferred compensation in the
future in accordance with the terms of the SCB Deferred Compensation Award
Plan.
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PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided to participants pursuant to this
Item is set forth in the Prospectus for the SCB Deferred Compensation Plan (the
"Plan").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Alliance Capital Management L.P. (the "Registrant") hereby files this
Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register an aggregate of $96,000,000 of Deferred
Compensation Obligations, for issuance pursuant to the SCB Deferred
Compensation Award Plan (the "Plan").
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates herein by reference the following
documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999;
(3) The description of the Units contained in the Registration Statement
on Form 8-A dated January 18, 1988, filed under the Exchange Act, including any
amendment thereto or report filed for the purpose of updating such description;
and
(4) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
Any statement contained herein or made in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of
this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Deferred Compensation Obligations are unfunded obligations of the
Registrant to pay deferred compensation to participants under the Plan at a
future date determined under the Plan. A participant's rights to and under the
Deferred Compensation Obligations cannot be assigned, alienated, sold,
garnished, transferred, pledged or encumbered, except by way of transfer to the
employee's beneficiaries or estate upon the employee's death, pursuant to the
terms of the Plan.
The Deferred Compensation Obligations are unsecured general obligations of
the Registrant which rank pari passu with other unsecured and unsubordinated
indebtedness of the Registrant that may be outstanding from time to time. No
sinking fund has or will be established with respect to the Deferred
Compensation Obligations. The Deferred Compensation Obligations are not subject
to redemption, in whole or in part, prior to the payment dates applicable under
the Plan. Amounts deferred under the Plan will be applied toward the purchase
or notional purchase of units representing assignments of beneficial ownership
of limited partnership interests in Alliance Capital Management Holding L.P.
("Units") (registered separately) and shares of one or more registered money
market mutual funds ("Money Market Shares") or a combination of Units and Money
Market Shares. The Deferred Compensation Obligations are payable in cash or
in-kind in the form of Units and Money Market Shares as determined by the
Registrant under the Plan.
Except as stated above, the Deferred Compensation Obligations do not enjoy
the benefit of any affirmative or negative pledges or covenants by the
Registrant. Although the Registrant intends to establish a grantor trust to
fund the payment of the Deferred Compensation Obligations, the assets of the
trust will be subject to the claims of the Registrant's creditors. The trustee
of the trust will be required to administer the trust in accordance with its
terms, but the trustee's obligations and authority will be limited to the
amounts which may be held in the trust from time to time
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and the trustee will be subject to the direction of the Registrant with respect
to the payment of the Deferred Compensation Obligations. Accordingly, the
trustee will not have any independent obligation or authority to act on behalf
of any holder of a Deferred Compensation Obligation and each such holder will
be responsible for acting on his or her own behalf with respect to, among other
things, the giving of notices, responding to requests for consents, waivers or
amendments, enforcing covenants and taking action upon default.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the plan interests offered hereby will be passed upon for
the Registrant by David R. Brewer, Jr., Senior Vice President and General
Counsel of Alliance Capital Management Corporation, the general partner of the
Registrant (the "General Partner"). As of the date of this Registration
Statement, the fair market value of securities of the Registrant, including
options, beneficially owned by Mr. Brewer exceeds $50,000 and, accordingly,
such interest is deemed to represent a substantial interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
permits a limited partnership to indemnify and hold harmless any partner or
other person from and against any and all claims whatsoever, subject to such
standards and restrictions, if any, as set forth in its partnership agreement.
Provision for indemnification under the Registrant's Agreement of Limited
Partnership (As Amended and Restated) dated as of November 19, 1987, as amended
(the "Partnership Agreement") is set forth in Section 6.9 of the Partnership
Agreement. The Registrant has granted broad rights of indemnification to
officers of the General Partner and to employees of the Registrant. In
addition, the Registrant has assumed indemnification obligations previously
extended by the predecessor of the General Partner to its directors, officers
and employees. The foregoing indemnification provisions are not exclusive, and
the Registrant is authorized to enter into additional indemnification
arrangements.
The Registrant maintains an insurance policy insuring the directors and
officers of the General Partner against certain acts and omissions while acting
in their official capacities.
3
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EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
No.
-------
5 Opinion of David R. Brewer, Jr., Esq.
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Powers-of-Attorney
99 Copy of SCB Deferred Compensation Award Plan
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
1933 Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information to be included in a post- effective amendment by those paragraphs
is contained in periodic reports filed by the Registrant pursuant to Section 13
or Section 15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) that, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's Annual Report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the 1933 Act
may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities
4
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(other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will,
unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
5
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SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THE REGISTRANT CERTIFIES
THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS
FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY
OF NEW YORK, STATE OF NEW YORK, ON THIS 3rd DAY OF OCTOBER 2000.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, General Partner
By: /s/ Bruce W. Calvert
------------------------------------
Name: Bruce W. Calvert
Title: Vice Chairman and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED ON THE 3rd DAY OF OCTOBER 2000 BY THE FOLLOWING
PERSONS IN THEIR CAPACITIES AS DIRECTORS AND OFFICERS OF ALLIANCE CAPITAL
MANAGEMENT CORPORATION, THE GENERAL PARTNER OF THE REGISTRANT.
Signature Title
--------- -----
/s/ Dave H. Williams Chairman of the Board and
---------------------------- Director
Dave H. Williams
/s/ Bruce W. Calvert Vice Chairman and Chief
---------------------------- Executive Officer, Director
Bruce W. Calvert (Principal Executive Officer)
/s/ John D. Carifa President and Chief Operating
---------------------------- Officer, Director
John D. Carifa
/s/ Robert H. Joseph, Jr. Senior Vice President and Chief
---------------------------- Financial Officer (Principal Financial Officer
Robert H. Joseph, Jr. and Principal Accounting Officer)
/s/ David R. Brewer, Jr. Senior Vice President and General
---------------------------- Counsel
David R. Brewer, Jr.
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*
---------------------------- Director
Luis Javier Bastida
*
---------------------------- Director
Donald H. Brydon
*
---------------------------- Director
Henri de Castries
*
---------------------------- Director
Kevin C. Dolan
*
---------------------------- Director
Denis Duverne
*
---------------------------- Vice Chairman and Director
Alfred Harrison
---------------------------- Director
Herve Hatt
*
---------------------------- Director
Michael Hegarty
*
---------------------------- Director
Benjamin D. Holloway
*
---------------------------- Director
W. Edgar Jarmain
*
---------------------------- Director
Edward D. Miller
*
---------------------------- Director
Peter D. Noris
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---------------------------- Director
Frank Savage
*
---------------------------- Director
Peter J. Tobin
*
---------------------------- Director
Stanley B. Tulin
*
---------------------------- Director
Reba W. Williams
*
---------------------------- Director
Robert B. Zoellick
---------------------------- Director
Lewis A. Sanders
---------------------------- Director
Roger Hertog
* By: /s/ David R. Brewer, Jr.
---------------------------------------------
(David R. Brewer, Jr., Esq., Attorney-in-fact)
<PAGE>
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit
Number Exhibit
------- -------
5 Opinion of David R. Brewer, Jr., Esq.
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Powers-of-Attorney
99 Copy of SCB Deferred Compensation Award Plan
