Schedule 14A Information
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [ X ]
Check the appropriate box.
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to sec. 240.-
14a-11(c) or sec. 240.14a-12
___________________________________________________
(Name of Registrant as Specified In Its Charter)
Alliance Capital Management L.P.
___________________________________________________
(Name of Person(s) Filing Proxy Statement):
Seward & Kissel
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
or 14a-6(j)(2).
[ ] $500 per each party to the controversy pursuant to
Exchange Act Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-
6(i)(4) 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:
___________________________________________________
(4) Proposed maximum aggregate value of transaction:
___________________________________________________
Set forth the amount on which the filing fee is
calculated and state how it was determined.
[ ] 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:
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PRELIMINARY COPY
ALLIANCE CAPITAL MANAGEMENT L.P.
NOTICE OF SPECIAL MEETING OF LIMITED
PARTNERS AND UNITHOLDERS
TO BE HELD
NOVEMBER 17, 1994
To the Limited Partners and Unitholders
of Alliance Capital Management L.P.:
Notice is hereby given that a Special Meeting of
Limited Partners and Unitholders (the "Special Meeting") of
Alliance Capital Management L.P., a Delaware limited
partnership (the "Partnership"), will be held in the new
Audio Visual Conference Room, 33rd Floor at 1345 Avenue of
the Americas, New York, New York 10105 at 9:00 a.m. on
November 17, 1994, to consider the following proposal (the
"Proposal"), which is more fully described in the
accompanying Proxy Statement:
To approve the issuance, in accordance with the
terms of the Agreement of Limited Partnership of the
Partnership (as Amended and Restated) (the
"Partnership Agreement"), of limited partnership
interests of the Partnership ("Limited Partnership
Interests") and the corresponding units representing
assignments of beneficial ownership of Limited
Partnership Interests ("Units") upon the conversion of
the Class B Limited Partnership Interest of the
Partnership (the "Class B Interest") held by The
Equitable Life Assurance Society of the United States
("Equitable Life");
and to transact such other business as may properly come
before the Special Meeting.
As described more fully in the accompanying Proxy
Statement, Limited Partnership Interests are denominated in
Units. Unitholders are entitled to all of the economic and
substantially all of the other rights and interests of the
Limited Partnership Interests underlying their Units. The
record owner of all of the Limited Partnership Interests,
other than the Class A Limited Partnership Interest of the
Partnership (the "Class A Interest") and the Class B
Interest, is Alliance ALP, Inc., the assignor limited
partner of the Partnership (the "Assignor Limited Partner").
Under the Partnership Agreement, voting rights have been
granted to the Limited Partners in the Partnership, and the
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Limited Partners, including the holder of the Class A
Limited Partnership Interest, vote as a single class. The
holder of the Class B Interest has no voting rights. The
Assignor Limited Partner, however, is required to vote the
Limited Partnership Interests underlying the outstanding
Units in accordance with the written instructions of
Unitholders. Unitholders may provide written instructions
to the Assignor Limited Partner using the enclosed Form of
Written Instruction. The holder of the Class A Interest may
vote using the form of Proxy accompanying its copy of this
Notice.
The Board of Directors of Alliance Capital
Management Corporation, the general partner of the
Partnership, has fixed the close of business on October 17,
1994 as the record date (the "Record Date") for the
determination of (i) the Limited Partners entitled to notice
of, and to vote at, the Special Meeting and any adjournments
or postponements thereof and (ii) the Unitholders entitled
(a) to notice of the Special Meeting and (b) to give written
instructions to the Assignor Limited Partner with respect to
the voting at the Special Meeting of the Limited Partnership
Interests underlying their Units. The presence, either in
person or by a properly executed proxy, of Limited Partners
of record representing more than 50% of the total number of
all outstanding Limited Partnership Interests entitled to
vote, and for which have been received either written
instructions from Unitholders or a proxy, constitutes a
quorum at the Special Meeting. ACMC, Inc. ("ACMC") and
Equitable Capital Management Corporation ("ECMC"), each a
wholly-owned direct or indirect subsidiary of Equitable
Life, as of the Record Date owned in the aggregate
approximately [ %] of the issued and outstanding Units
(including as outstanding the 100,000 Units which the
Class A Interest at present represents), have indicated to
the Partnership that they intend to provide written
instructions to the Assignor Limited Partner, and a proxy in
the case of the Class A Interest, to vote in favor of the
Proposal. The written instructions provided by ACMC and
ECMC to the Assignor Limited Partner will constitute a
quorum at the Special Meeting and will be sufficient to
approve the Proposal.
Unitholders and Limited Partners are invited to
attend the Special Meeting in person. Whether or not you
expect to attend, please sign, date and mail promptly the
enclosed Form of Written Instruction in the prepaid return
envelope provided to assure representation of the Limited
Partnership Interests underlying your Units and the presence
of a quorum at the Special Meeting.
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Unitholders and Limited Partners are urged to read
carefully the attached Proxy Statement for more detailed
information concerning the matters to be considered at the
Special Meeting.
By Order of the General Partner
Senior Vice President, General
Counsel and Secretary of
Alliance Capital Management
Corporation
New York, New York
October [ ], 1994
__________________________________________________
UNITHOLDER INSTRUCTIONS FOR VOTING ARE IMPORTANT
PLEASE INDICATE YOUR INSTRUCTIONS FOR VOTING THE
LIMITED PARTNERSHIP INTERESTS UNDERLYING YOUR UNITS ON THE
ENCLOSED FORM OF WRITTEN INSTRUCTION, SIGN AND DATE THE
FORM, AND RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. PLEASE MAIL YOUR
FORM OF WRITTEN INSTRUCTION PROMPTLY.
__________________________________________________
3
54905002.AA9
<PAGE>
PRELIMINARY COPY
ALLIANCE CAPITAL MANAGEMENT L.P.
1345 Avenue of the Americas
New York, New York 10105
____________________
PROXY STATEMENT
Special Meeting of Limited Partners
and Unitholders
to be Held November 17, 1994
____________________
INTRODUCTION
This Proxy Statement is being furnished to the
holders (the "Unitholders") of units ("Units") representing
assignments of beneficial ownership of limited partnership
interests ("Limited Partnership Interests") in Alliance
Capital Management L.P., a Delaware limited partnership (the
"Partnership"), and to the Limited Partners in the
Partnership in connection with the solicitation by the
Partnership of written instructions with respect to voting
the Limited Partnership Interests underlying the Units for
use at a Special Meeting of Limited Partners and Unitholders
(the "Special Meeting") to be held in the new Audio Visual
Conference Room, 33rd Floor at 1345 Avenue of the Americas,
New York, New York 10105 at 9:00 a.m. on November 17, 1994,
and any adjournments or postponements thereof.
The Special Meeting will be held to consider the
following proposal (the "Proposal"):
To approve the issuance, in accordance with the
terms of the Agreement of the Limited Partnership of
the Partnership (As Amended and Restated) (the
"Partnership Agreement"), of Limited Partnership
Interests and the corresponding Units upon the
conversion of the Class B Limited Partnership Interest
of the Partnership (the "Class B Interest") held by The
Equitable Life Assurance Society of the United States
("Equitable Life").
The Proposal is being submitted to the Unitholders
and Limited Partners for approval solely to satisfy a
requirement of the New York Stock Exchange (the "NYSE"), the
principal securities exchange on which the Units are listed
for trading, as a condition to the listing thereon of the
<PAGE>
new Units to be issued upon conversion of the Class B
Interest as referred to in the Proposal.
Interests in the Partnership are issued in the form
of Units to facilitate the orderly trading of such interests
and to avoid administrative problems that could arise in
complying with various filing requirements under certain
applicable state partnership laws if Limited Partnership
Interests were issued directly. The Units represent
assignments of the Limited Partnership Interests on the
basis of one Limited Partnership Interest for each Unit.
Unitholders are entitled to all of the economic and
substantially all of the other rights and interests of the
Limited Partnership Interests underlying their Units. The
record owner of all of the Limited Partnership Interests
underlying the outstanding Units is Alliance ALP, Inc., a
Delaware corporation, which is the assignor limited partner
of the Partnership (the "Assignor Limited Partner"). Under
the terms of the Partnership Agreement, voting rights have
been granted to the Limited Partners. The Assignor Limited
Partner is required to vote the Limited Partnership
Interests underlying the outstanding Units in accordance
with the written instructions of Unitholders on the basis of
one "vote" for each Unit owned. At the present time,
(i) the Assignor Limited Partner, (ii) Equitable Capital
Management Corporation ("ECMC"), an indirect wholly-owned
subsidiary of Equitable Life, as the holder of the Class A
Limited Partnership Interest of the Partnership (the
"Class A Interest"), and (iii) Equitable Life, as the holder
of the Class B Interest, are the only Limited Partners of
the Partnership, although the Partnership Agreement
contemplates that other persons or entities could also
become Limited Partners. At the Record Date, the holder of
the Class A Interest has voting rights equivalent to those
of a holder of 100,000 Limited Partnership Interests. The
holder of the Class B Interest has no voting rights.
Unitholders may provide written instructions to the
Assignor Limited Partner with respect to voting on the
Proposal using the enclosed Form of Written Instruction.
The Assignor Limited Partner will vote in accordance with
the instructions contained in all properly executed written
instructions received prior to the Special Meeting. The
holder of the Class A Interest may vote in person or by
proxy at the Special Meeting. The presence, either in
person or by a properly executed proxy, of Limited Partners
of record representing more than 50% of the total number of
all outstanding Limited Partnership Interests entitled to
vote (the Class A Interest representing 100,000 Limited
Partnership Interests for this purpose), and for which have
been received either written instructions from Unitholders
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or a proxy, constitutes a quorum at the Special Meeting. In
the event that a quorum is not represented at the Special
Meeting or, even if a quorum is so represented, in the event
that instructions or a proxy for sufficient votes in favor
of the Proposal are not received prior to the Special
Meeting, the Assignor Limited Partner may propose and vote
for one or more adjournments of the Special Meetings with no
notice other than an announcement at the Special Meeting,
and further solicitation of written instructions with
respect to the Proposals may be made. Limited Partnership
Interests for which written instructions have been received
indicating a vote against the Proposal will be voted by the
Assignor Limited Partner against adjournment. Approval of
the Proposal requires the approval of Alliance Capital
Management Corporation, the general partner of the
Partnership (the "General Partner"), which has already been
obtained, and of more than 50% of the Limited Partnership
Interests (including 100,000 as regards the Class A
Interest) with respect to which votes are entitled to be
cast on the Proposal and as to which written instructions or
a proxy have been received, at a meeting at which a quorum
is present. Accordingly, the approval of the Proposal will
require the affirmative written instructions of more than
50% of the Limited Partnership Interests represented at the
Special Meeting.
ACMC, Inc. ("ACMC"), a direct wholly-owned
subsidiary of Equitable Life, and ECMC, as of October 17,
1994, the record date for the Special Meeting (the "Record
Date"), owned in the aggregate approximately [ %] of the
issued and outstanding Units, and approximately [ %] and
[ %] of the Units were owned by the public and by
employees of the Partnership and its subsidiaries,
respectively. ACMC and ECMC have indicated to the
Partnership that they each intend to provide written
instructions to the Assignor Limited Partner to vote in
favor of the Proposal. In addition, ECMC has indicated to
the Partnership that it intends to vote the Class A
Interest, which is the equivalent for voting purposes of
100,000 Units, in favor of the Proposal. The written
instructions provided by ACMC and ECMC to the Assignor
Limited Partner will constitute a quorum at the Special
Meeting and will be sufficient to approve the Proposal.
To the extent that written instructions to vote are
not given to the Assignor Limited Partner by a Unitholder,
the Limited Partnership Interests underlying the Units held
by that Unitholder will be deemed not to be present for
purposes of determining a quorum and will not be voted at
the Special Meeting. Any Unitholder may revoke the Form of
Written Instructions given by the Unitholder at any time
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before the vote by giving written notice to the Assignor
Limited Partner and the Secretary of the General Partner at
1345 Avenue of the Americas, New York, New York 10105, by
signing another Form of Written Instruction bearing a later
date, or by attending the Special Meeting and delivering
another proper form of written instruction to the Assignor
Limited Partner in person. The holder of the Class A
Interest may revoke the Proxy given by such holder at any
time before the vote by giving written notice to the
Secretary of the General Partner at the above address, by
signing another Proxy bearing a later date, or by attending
the Special Meeting and voting in person.
At the close of business on the Record Date for the
determination of (i) the Limited Partners entitled to notice
of, and to vote at, the Special Meeting and any adjournments
or postponements thereof and (ii) the Unitholders entitled
(a) to notice of the Special Meeting and (b) to give written
instructions to the Assignor Limited Partner with respect to
the voting of the Limited Partnership Interests underlying
their Units at the Special Meeting, there were outstanding
[ ] Limited Partnership Interests and the same number
of Units, the Class A Interest and the Class B Interest.
Unitholders and Limited Partners have no appraisal,
dissenters or other similar rights under Delaware law in
connection with the Proposal. The Partnership believes that
the giving either by a Unitholder of written instructions to
the Assignor Limited Partner to vote in favor of the
Proposal or by a Limited Partner of a proxy so voting, would
prevent such Unitholder or Limited Partner from later
challenging, either individually or as a member of a class
of the Partnership's Unitholders or Limited Partners, the
fairness of the Proposal.
All expenses in connection with this solicitation
will be borne by the Partnership. Written instructions may
be solicited by officers of the General Partner, or by
regular employees of the Partnership in person or by
telephone, telegraph, facsimile transmission or telex,
without additional compensation. Arrangements have been
made for the Partnership's transfer agent, and nominees and
custodians for Unitholders to send proxy materials to the
beneficial owners of Units held of record by such persons on
the Record Date, and the Partnership will reimburse such
nominees and custodians and the Partnership's transfer agent
for their reasonable out-of-pocket expenses incurred in
forwarding such materials.
The General Partner knows of no matters, other than
the Proposal, to be presented for consideration at the
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Special Meeting. If, however, any other matter should
properly come before the Special Meeting or any adjournments
or postponements thereof, unless the Assignor Limited
Partner is otherwise instructed, it is the intention of the
Assignor Limited Partner to vote the Limited Partnership
Interests in accordance with its judgment on such matters.
This Proxy Statement and the enclosed Form of
Written Instruction or Proxy are first being mailed to
Unitholders and Limited Partners on or about October 19,
1994. The delivery of this Proxy Statement shall not, in
any circumstances, create any implication that the
information contained herein is correct after the date
hereof.
____________________
THE GENERAL PARTNER RECOMMENDS THAT UNITHOLDERS AND
LIMITED PARTNERS GIVE WRITTEN INSTRUCTIONS OR VOTE
A PROXY, AS APPLICABLE, FOR THE APPROVAL OF THE PROPOSAL.
____________________
5
<PAGE>
TABLE OF CONTENTS
PAGE
Introduction.......................................
The Partnership....................................
Proposal: To Approve the issuance of Limited
Partnership Interests and Corresponding
Units upon the Conversion of the Class B
Limited Partnership Interest of the
Partnership held by Equitable Life..............
Security Ownership of Certain Beneficial
Owners and Management...........................
Interests of Certain Persons in Matters to be
Acted upon at the Special Meeting...............
Other Business.....................................
Independent Certified Public Accountants...........
Proposals of Limited Partners and Unitholders......
Available Information..............................
Incorporation of Certain Documents by
Reference.......................................
6
<PAGE>
THE PARTNERSHIP
The Partnership, one of the nation's largest
investment advisers, is a publicly-traded Delaware limited
partnership engaged in the business of providing diversified
investment management services both to institutional clients
and, through various investment vehicles, to individual
investors. The Partnership's institutional clients include
corporate and public employee pension funds, the general and
separate accounts of Equitable Life and its insurance
company subsidiaries, endowment funds and other domestic and
foreign institutions. The Partnership's individual investor
services, which developed as a diversification of its
institutional investment management business, consist of the
management, distribution and servicing of open and closed-
end investment companies and cash management products,
including money market funds and deposit accounts. As of
June 30, 1994, the Partnership had total client assets under
management of approximately $122.3 billion. The Partnership
serves its clients with a staff of approximately 1,500
employees operating out of five domestic offices and the
overseas offices of subsidiaries in Bombay, Istanbul,
London, Sydney, Tokyo, Toronto, Vancouver, Bahrain,
Luxembourg and Singapore.
The Partnership's institutional account management
business consists primarily of the active management of
equity accounts and fixed income accounts. The Partnership
also provides active management for venture capital
portfolios and international (non-U.S.) and global
(including U.S.) equity, balanced and fixed income
portfolios. The Partnership provides "passive" management
services for equity, fixed income and international
accounts.
The Partnership's greatest growth in recent years
has been in individual investor services, primarily mutual
funds. The Partnership has been managing mutual funds since
1971 and sponsored its first open-end load mutual fund in
1983. Since then, the Partnership has sponsored additional
open-end funds, closed-end funds and offshore mutual funds.
Based on market data reported by the Investment Company
Institute (December 1993), the Partnership's market share in
the mutual fund industry is 1.32% of total industry assets,
and the Partnership accounted for 2.69% of total open-end
and closed-end fund sales force-derived industry sales
during 1993.
The Partnership was formed in 1987 to succeed to
the business of ACMC, the predecessor of the General
Partner, which began providing investment management
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<PAGE>
services in 1971. On April 21, 1988, the business and
substantially all of the operating assets of ACMC (then
named Alliance Capital Management Corporation) were conveyed
to the Partnership in exchange for a 1% general partnership
interest in the Partnership and 30,868,182 Units. (This
number has been adjusted to reflect the two for one Unit
split declared on February 10, 1993 which was paid to
Unitholders of record on February 22, 1993). In December
1991, ACMC transferred its 1% general partnership interest
to the General Partner.
In July 1992, AXA, a French insurance holding
company, acquired 49% of the issued and outstanding shares
of the common stock and all of the then outstanding
convertible and non-convertible preferred stock of The
Equitable Companies Incorporated ("EQ"). EQ is a public
company with shares traded on the NYSE. EQ owns all of the
issued and outstanding common stock of Equitable Life.
AXA is a member of a group of companies (the "AXA
Group") that is the second largest insurance group in France
(measured by gross premiums written worldwide) and one of
the largest insurance groups in Europe. Principally engaged
in property and casualty insurance and life insurance in
Europe and elsewhere in the world, the AXA Group is also
involved in certain other financial services, including real
estate operations, mutual fund management, lease financial
services and brokerage services. Based on information
provided by AXA, as of December 31, 1993, 42.7% of the
voting shares (representing 54.8% of the voting power) of
AXA were owned by Midi Participations, a French corporation
that is a holding company. The voting shares of Midi
Participations are in turn owned 60% by Finaxa, a French
corporation that is a holding company, and 40% by
subsidiaries of Assicurazioni Generali S.p.A., an Italian
corporation ("Generali") (one of which, Belgica Insurance
Holding S.A., a Belgian corporation, owned 34.2%). As of
December 31, 1993, 62.4% of the voting shares (representing
72.1% of the voting power) of Finaxa were owned by five
French mutual insurance companies ("Mutuelles AXA"), one of
which, AXA Assurance I.A.R.D. Mutuelle, owned 31.6% of the
voting shares (representing 45.5% of the voting power), and
27.1% of the voting shares (representing 19.7% of the voting
power) of Finaxa were owned by Compagnie Financiere de
Paribas ("Paribas"), a French financial institution engaged
in banking and related activities. Including the shares
owned by Midi Participations, as of December 31, 1993, the
Mutuelles AXA directly or indirectly owned 51.7% of the
voting shares (representing 64.2% of the voting power) of
AXA. Acting as a group, the Mutuelles AXA control AXA, Midi
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Participations and Finaxa. The Mutuelles AXA have
approximately 1.5 million policyholders.
The executive offices of the Partnership and the
General Partner are located at 1345 Avenue of the Americas,
New York, New York 10105, and their telephone number is
(212) 969-1000.
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Graphic Material
10
<PAGE>
PROPOSAL: TO APPROVE THE ISSUANCE
OF LIMITED PARTNERSHIP INTERESTS AND
CORRESPONDING UNITS UPON THE CONVERSION
OF THE CLASS B LIMITED PARTNERSHIP
INTEREST OF THE PARTNERSHIP HELD BY EQUITABLE LIFE
BACKGROUND AND REQUIREMENT OF LIMITED PARTNER
AND UNITHOLDER APPROVAL
The conversion of the Class B Interest and the
issuance of Limited Partnership Interests and Units in
respect thereof is governed by the Contribution Agreement,
dated May 6, 1994, between the Partnership and Equitable
Life (the "Contribution Agreement") and by the Partnership
Agreement.
On May 6, 1994, pursuant to the Contribution
Agreement, Equitable Life contributed $50,000,000 to the
capital of the Partnership in exchange for the Class B
Interest. The purpose of the contribution was to provide
[additional capital to enable the Partnership to take
advantage of growth opportunities and strategic global
alliances and to finance sales of shares of mutual funds for
which the Partnership is the investment adviser].
The Class B Interest is convertible into 2,266,288
Units which number was determined in accordance with the
Partnership Agreement by dividing the $50,000,000,
contributed by $22.0625, which was a per Unit price equal to
the arithmetic mean of the last reported sales prices per
Unit on the NYSE for the 30 trading days immediately
preceding the contribution. This per Unit price was
determined in accordance with the Partnership Agreement
which contemplates cash contributions to the Partnership by
affiliates of the Partnership for a market value equivalent
number of Units determined in the above manner.
The Class B Interest is in substantive respects
identical to the Limited Partnership Interests and Units
into which it is convertible, except that the holder of the
Class B Limited Partnership Interest does not have any
voting rights in Partnership matters.
Equitable Life and the Partnership would have
preferred that Equitable Life receive 2,266,288 Units in
exchange for its contribution rather than the Class B
Interest which was structured and newly created solely in
connection with the contribution by an amendment of the
Partnership Agreement adopted by the General Partner.
However, a contribution in exchange for such Units at the
time desired was not possible under the rules of the NYSE
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because Equitable Life and the Partnership are considered to
be related persons, with Equitable Life in a control
position. In such a related party situation, and in view of
the number of Units involved, the NYSE rules require
approval of the issuance of new Units by the Partnership to
Equitable Life by the holders of a majority of the
outstanding Limited Partnership Interests and Units as a
condition to the listing of the Units on the NYSE. It is
for this reason that the Proposal covering the issuance of
Units to Equitable Life upon conversion of the Class B
Interest is being placed before the Limited Partners and
Unitholders for approval. Because Equitable Life would not
have made the contribution but for its expectation that it
would within a relatively short period of time receive
conversion Units listed on the NYSE, under the Contribution
Agreement the Partnership agreed to cause the Proposal to be
acted upon at an early date and, subject to the approval of
the Proposal, to obtain the approval of the NYSE to the
listing of such Units thereon.
If the Proposal is approved, the Class B Interest
will automatically convert into 2,266,288 Limited
Partnership Interests and the Partnership will issue such
Limited Partnership Interests to Equitable Life. Equitable
Life will immediately thereafter transfer these Limited
Partnership Interests to the Assignor Limited Partner and
the Assignor Limited Partner will issue and deliver to
Equitable Life the same number of Units.
EFFECTS OF THE CONVERSION ON THE OWNERSHIP OF THE
PARTNERSHIP BY EQUITABLE LIFE AND ITS SUBSIDIARIES
Pursuant to the Partnership Agreement, except for
the absence of voting rights, the Class B Interest is the
equivalent of the 2,266,288 Limited Partnership Interests
and Units into which it is convertible. Accordingly, its
conversion will have no impact on the percentage ownership
of the Partnership by Equitable Life and its subsidiaries.
As of the Record Date, the Partnership had outstanding
[ ] Units, counting for this purpose the Class A
Interest as 100,000 Units and the Class B Interest as
2,266,288 Units, of which Equitable Life owned approximately
[ %], ACMC owned approximately [ %], ECMC owned
approximately [ %] and the public and employees of the
Partnership and its subsidiaries owned approximately [ %]
and [ %], respectively. See the ownership chart on
page 10.
THE BOARD OF DIRECTORS OF THE GENERAL PARTNER RECOMMENDS
THAT UNITHOLDERS AND LIMITED PARTNERS PROVIDE WRITTEN
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INSTRUCTIONS OR VOTE A PROXY AS APPLICABLE, TO APPROVE THE
CONVERSION OF THE CLASS B LIMITED PARTNERSHIP INTEREST
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
The Partnership has no information that any person
beneficially owns more than 5% of the outstanding Limited
Partnership Interests or Units as of the Record Date except
(i) ACMC and ECMC and (ii) as reported on Schedule 13D,
filed with the SEC by AXA and certain of its affiliates
pursuant to the Securities Exchange Act of 1934. The
following table and notes have been prepared in reliance
upon such filing for the nature of ownership and an
explanation of overlapping ownership.
Amount and Nature of Percentage
Name and Address of Beneficial Ownership of Outstanding
Beneficial Owner Reported on Schedule Units
___________________ ____________________ ______________
AXA (1)(2)(3) (4) %
23 Avenue Matignon,
75008 Paris,
France
The Equitable Companies (4) %
Incorporated ("EQ")
787 Seventh Avenue
New York, New York 10019
(1) For insurance regulatory purposes the shares of capital
stock of EQ beneficially owned by AXA have been
deposited into a voting trust which has an initial term
of 10 years ("Voting Trust"). The Voting Trustees, who
must be members of AXA's Conseil d'Administration (the
body analogous to a U.S. corporation's board of
directors), are Claude Bebear, Patrice Garnier and
Henri de Clermont-Tonnerre. The Voting Trustees have
agreed to exercise their voting rights to protect the
legitimate economic interests of AXA, but with a view
to ensuring that certain of the indirect minority
shareholders of EQ do not exercise control over EQ or
certain of its insurance subsidiaries.
(2) The Voting Trustees may be deemed to be beneficial
owners of all Units beneficially owned by AXA. In
addition, the Mutuelles AXA, as a group, and each of
Finaxa and Midi Participations may be deemed to be
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beneficial owners of all Units beneficially owned by
AXA. By reason of the fact that the Voting Trustees
are members of AXA's Conseil d'Administration and by
virtue of the provisions of the Voting Trust Agreement,
AXA may be deemed to have shared voting power with
respect to the Units. AXA has the power to dispose or
direct the disposition of all shares of the capital
stock of EQ deposited in the Voting Trust. By reason
of their relationship with AXA, the Mutuelles AXA, as a
group, and each of Finaxa and Midi Participations may
be deemed to share the power to vote or to direct the
vote and to dispose or to direct the disposition of all
the Units beneficially owned by AXA. The address of
each of AXA, Midi Participations, Finaxa and the Voting
Trustees is 23 Avenue Matignon, Paris, France. The
addresses of the Mutuelles AXA are as follows: The
address of each of AXA Assurances I.A.R.D. Mutuelle and
AXA Assurances Vie Mutuelle is La Grande Arche, Paroi
Nord, Paris La Defense, France; the address of each of
Alpha Assurances Vie Mutuelle and Alpha Assurances
I.A.R.D. Mutuelle is 100-101 Terrasse Boieldieu, Paris
La Defense, France; and the address of Uni Europe
Assurance Mutuelle is 24 Rue Drouot, Paris, France.
(3) By reason of their relationship, AXA, the Voting
Trustees, EQ, Equitable, ACMC, ECMC, the Mutuelles AXA,
Finaxa and Midi Participations may be deemed to share
the power to vote or to direct the vote or to dispose
or direct the disposition of the 45,371,500 Units.
(4) Includes 100,000 Units which are issuable upon
conversion of the Class A Interest; does not include
the 2,266,288 Units into which the Class B Interest is
to be converted upon approval of the Proposal.
14
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT
The following table shows, the beneficial ownership
of more than 1% of the outstanding Units by each of the
chief executive officer and the four other most highly
compensated executive officers of the General Partner (each
a "Named Executive Officer") and each director of the
General Partner and by all directors and executive officers
of the General Partner as a group as of December 31, 1993:
Name of Amount and Nature of Percentage
Beneficial Owner Beneficial Ownership(1) of Class(1)
________________ ___________________ __________
Dave H. Williams(2) [ ] %
John D. Carifa %
All Directors and [ ](3) %
Executive Officers
of the General Partner
as a Group
(1) As of the Record Date.
(2) Includes [ ] Units owned by Reba W. Williams.
(3) Includes an aggregate [ ] Units which may be
acquired within 60 days under the Partnership's Unit
Option Plan and 1993 Unit Option Plan.
The Partnership has no information that any
director of the General Partner, any Named Executive Officer
or the directors and executive officers of the General
Partner as a group beneficially own any class of equity
securities of any of the Partnership's parents or
subsidiaries other than directors' qualifying shares except
that (i) Mr. Williams has been granted options to purchase
100,000 shares of the common stock of EQ, (ii) Mr. Benson
has been granted options to purchase 250,000 shares of the
common stock of EQ, (iii) Mr. Calvert has been granted
options to purchase 50,000 shares of the common stock of EQ,
(iv) Mr. Carifa has been granted options to purchase 50,000
shares of the common stock of EQ, (v) Mr. de Castries has
been granted options to purchase 15,000 shares of AXA, (vi)
Mr. de St. Paer owns [ ] shares of the common stock of
EQ and has been granted options to purchase [ ] shares
of the common stock of EQ, (vii) Mr. Dupont-Madinier has
been granted options to purchase 7,938 AXA shares,
(viii) Mr. Hellebuyck owns 1,125 shares of AXA and has been
granted options to purchase 1,500 shares of AXA,
15
<PAGE>
(ix) Mr. Hottinguer owns 1,621 shares of AXA and 1,840
shares of Finaxa, (x) Mr. Jenrette owns 85 shares of the
common stock of EQ and has been granted options to purchase
600,000 shares of the common stock of EQ, (xi) Mr. Melone
owns 182 shares of the common stock of EQ and has been
granted options to purchase 400,000 shares of the common
stock of EQ, (xii) Mr. O'Neil owns 27 shares of the common
stock of EQ and has been granted options to purchase 100,000
shares of the common stock of EQ, (xiii) Mr. Savage owns 136
shares of the common stock of EQ, and (xiv) Mr. Smith has
been granted options to purchase 1,000 shares of the common
stock of of AXA.
INTERESTS OF CERTAIN PERSONS IN MATTERS
TO BE ACTED UPON AT THE SPECIAL MEETING
As described above, Equitable Life is the owner of
the Class B Interest, the direct parent of ACMC and the
indirect parent of both the General Partner and ECMC. ACMC
is the owner of approximately [ %] of the issued and
outstanding Units; ECMC is the owner of approximately
[ %] of the issued and outstanding Units, including the
100,000 Units underlying the Class A Limited Partnership
Interest. ACMC and ECMC have each informed the Partnership
that it intends to provide written instructions to the
Assignor Limited Partner to vote the Units it owns in favor
of the Proposal, and ECMC has informed the Partnership that
it also intends to vote the Class A Limited Partnership
Interest in favor of the Proposal.
Certain members of the Board of Directors of the
General Partner are also directors and officers of AXA, EQ,
Equitable Life and certain of their affiliates as follows:
Mr. Williams is a Director of EQ and Equitable Life.
Mr. Jenrette is a Director of AXA, a Director and Chairman
of the Board and Chief Executive Officer of EQ, a Director
and Chairman of the Executive Committee of the Board of
Equitable Life, and a Director of various subsidiaries of
Equitable Life. Mr. Benson is a Director and Senior
Executive Vice President of EQ and a Director, President and
Chief Operating Officer of Equitable Life. Mr. de Castries
is Executive Vice President - Finance of AXA and a Director
of EQ. Mr. de St. Paer is Executive Vice President and
Chief Financial Officer of EQ and Equitable Life and a
Director and officer of various subsidiaries of Equitable
Life. Mr. Dupont-Madinier is Senior Vice President of AXA
and a Director of various subsidiaries of Equitable Life.
Mr. Hellebuyck is Chief Investment Officer of AXA.
Mr. Hottinguer is a Vice President/Administrator of AXA
International and a Director and officer of various other
subsidiaries of AXA. Mr. Melone is a Director, President
16
<PAGE>
and Chief Operating Officer of EQ, a Director, Chairman of
the Board and Chief Executive Officer of Equitable Life, a
Director and officer of various subsidiaries of Equitable
Life and a Director of AXA Equity & Law Assurance Society
plc ("AXA Equity & Law"), a subsidiary of AXA. Mr. O'Neil
is Executive Vice President and Chief Investment Officer of
EQ and Equitable Life and a Director and an officer of one
or more subsidiaries of Equitable Life. Mr. Savage is
Senior Vice President of Equitable Life and an officer of
one or more subsidiaries of Equitable Life. Mr. Smith is a
Managing Director of AXA Equity & Law. Each of the
foregoing members of the Board of Directors of the General
Partner along with AXA, EQ, Equitable Life, ACMC and ECMC is
deemed to be an affiliate of the Partnership for purposes of
the federal securities laws.
A description of AXA, a French insurance holding
company, the parent of EQ and Equitable Life, is set forth
in "The Partnership" and "Security Ownership of Certain
Beneficial Owners and Management."
OTHER BUSINESS
The General Partner knows of no matter, other than
the Proposal to be presented for consideration at the
Special Meeting. If, however, any other matter should
properly come before the Special Meeting or any adjournments
or postponements thereof, unless the Assignor Limited
Partner is otherwise instructed, it is the intention of the
Assignor Limited Partner to vote the Limited Partnership
Interests in accordance with its best judgment on each such
matter.
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The independent auditors of the Partnership are
KPMG Peat Marwick. A representative of KPMG Peat Marwick
will be present at the Special Meeting and will be available
to respond to appropriate questions.
17
<PAGE>
PROPOSALS OF LIMITED PARTNERS AND UNITHOLDERS
Under the Partnership Agreement, there is no
obligation for the Partnership to hold annual or other
periodic meetings of the Limited Partners and the
Unitholders. Meetings of Limited Partners and Unitholders
are required to be held only when called by the General
Partner or by the General Partner after receipt of a written
request signed by 25% or more in interest of the Limited
Partners and Unitholders. A Limited Partner or Unitholder
proposal intended to be presented at any meeting hereafter
called must be received by the Partnership within a
reasonable time before the solicitation relating thereto is
made in order to be included in the written instruction
statement and form of written instruction related to such
meeting.
AVAILABLE INFORMATION
The Partnership is subject to the information
requirements of the Exchange Act, and in accordance
therewith files reports, and other information with the
Securities and Exchange Commission (the "SEC"). Such
reports and other information filed by the Partnership can
be inspected at the public reference facilities maintained
by the SEC at Room 1024, 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following Regional Offices of the SEC:
7 World Trade Center, Suite 1300, New York, New York 10048;
and Northwestern Atrium Center, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained at prescribed rates from the Public
Reference Section of the SEC, 450 Fifth Street, N.W.,
Washington, D.C. 20549. Such reports and other information
can also be inspected at the office of the NYSE.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
This Proxy Statement incorporates documents by
reference which are not presented herein or delivered
herewith. These documents, other than exhibits to such
documents (unless such exhibits are specifically
incorporated by reference into the information incorporated
herein), are available without charge to any person, upon
written or oral request, from Alliance Capital Management
L.P., 1345 Avenue of the Americas, New York, New York 10105,
Attention: David R. Brewer, Jr., Senior Vice President,
General Counsel and Secretary, telephone number
(212) 969-1000. Any document requested will be furnished by
first class mail or other equally prompt means within one
business day of receipt of such request.
18
<PAGE>
The Partnership hereby incorporates by reference
into this Proxy Statement:
1. The Partnership's Annual Report on Form 10-K
for the fiscal year ended December 31, 1993;
2. The following portions on the indicated pages
of the Partnership's Annual Report to Unitholders for
the fiscal year ended December 31, 1993:
(a) Selected Financial Data (page 43),
(b) Management's Discussion and Analysis of
Financial Condition and Results of
Operations (pages 44 through 52), and
(c) the Consolidated Financial Statements of
the Partnership and subsidiaries and the
report thereon by KPMG Peat Marwick
(pages 53 through 69);
3. The Partnership's Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 1994;
4. The Partnership's Quarterly Report on
Form 10-Q for the fiscal quarter ended June 30, 1994;
and
5. The Partnership's Current Report on Form 8-K
dated August 12, 1994.
All documents subsequently filed by the Partnership
pursuant to Section 13(a), 13(c), 14 or 15(c) of the
Exchange Act prior to the date of the Special Meeting shall
be deemed to be incorporated by reference herein and to be
part hereof from the date of filing.
By Order of the General Partner
Senior Vice President, General
Counsel and Secretary of
Alliance Capital Management
Corporation
New York, New York
October [ ], 1994
19
54905002.AA9
<PAGE>
APPENDIX
The organizational chart set forth on page 10 of
the Proxy Statement illustrates the direct and indirect
ownership of Alliance Capital Management L.P. (the
"Partnership") as of the Record Date. The ownership of the
units representing assignments of beneficial ownership of
limited partnership interests of the Partnership (the
"Units") is as follows: ACMC, Inc. ("ACMC"), [ ]%;
Equitable Capital Management Corporation ("ECMC"), [ ]%;
the general public and employees of the Partnership and its
subsidiairies, [ ]% and [ ]%, respectively. ACMC is a
direct wholly-owned subsidiary of The Equitable Life
Assurance Society of the United States ("Equitable Life").
Equitable Life is the holder of the Class B Limited
Partnership Interest in the Partnership, which upon approval
of the Proposal, will be converted into 2,266,288 Units.
ECMC is the holder of the Class A Limited Partnership
Interest in the Partnership which, as of the Record Date,
represents 100,000 Units. Alliance Capital Management
Corporation, the sole general partner of the Partnership
(the "General Partner"), holds the 1% general partnership
interest in the Partnership. ECMC and the General Partner
are wholly-owned subsidiaries of Equitable Investment
Corporation, which in turn is a wholly-owned subsidiary of
Equitable Holding Corporation. Equitable Holding
Corporation is a wholly-owned subsidiary of Equitable Life,
which in turn is a wholly-owned subsidiary of The Equitable
Companies Incorporated.
20
54905002.AA9
<PAGE>
PRELIMINARY COPY
ALLIANCE CAPITAL MANAGEMENT L.P.
Instruction of Unitholder of
Alliance Capital Management L.P. in connection with
the Special Meeting of Limited Partners and Unitholders
to be held on November 17, 1994
THIS FORM OF WRITTEN INSTRUCTION IS
SOLICITED ON BEHALF OF THE PARTNERSHIP
The undersigned hereby instructs Alliance ALP, Inc., the
assignor limited partner (the "Assignor Limited Partner"),
of Alliance Capital Management L.P. (the "Partnership"), to
vote the limited partnership interests underlying all of the
units registered in the name of the undersigned at the
Special Meeting of Limited Partners and Unitholders (the
"Special Meeting") to be held at 9:00 a.m. on November 17,
1994 in the new Audio Visual Conference Room, 33rd Floor at
1345 Avenue of the Americas, New York, New York 10105, and
at all adjournments or postponements thereof. The
undersigned acknowledges receipt of the Notice of the
Special Meeting and the accompanying Proxy Statement and
hereby instructs the Assignor Limited Partner to vote as
indicated hereon.
IF INSTRUCTIONS TO VOTE ARE NOT GIVEN TO THE ASSIGNOR
LIMITED PARTNER, THE LIMITED PARTNERSHIP INTERESTS
UNDERLYING THE UNITS HELD BY THE UNDERSIGNED WILL NOT BE
DEEMED REPRESENTED AT THE SPECIAL MEETING FOR PURPOSES OF
DETERMINING WHETHER A QUORUM IS PRESENT AND, ACCORDINGLY,
WILL NOT BE VOTED AT THE SPECIAL MEETING.
PLEASE SIGN AND DATE THIS FORM OF WRITTEN INSTRUCTION
AND RETURN IT IN THE ENCLOSED ENVELOPE
<PAGE>
Please mark
your instruction as
X in this example
__
Approval of the issuance, in accordance with the terms of
the Agreement of Limited Partnership of the Partnership (as
Amended and Restated), of limited partnership interests of
Alliance Capital Management L.P. (the "Partnership") and the
corresponding units representing assignments of beneficial
ownership of such limited partnership interests upon the
conversion of the Class B Limited Partnership Interest of
the Partnership held by The Equitable Life Assurance Society
of the United States.
FOR AGAINST ABSTAIN
____ _______ ________
Signature(s) ____________________________________ Date__________
NOTE: In signing as attorney, executor, administrator, trustee or
guardian, please indicate full title as such, and, if signing
for a corporation, please give your title. When Units are in
the name of more than one person, each should sign.
2
54905002.AA9
<PAGE>
PRELIMINARY COPY
ALLIANCE CAPITAL MANAGEMENT L.P.
Proxy for the Special Meeting of Limited Partners
and Unitholders to be held on November 17, 1994
THIS PROXY IS SOLICITED ON BEHALF OF THE PARTNERSHIP
The undersigned hereby instructs David R. Brewer, Jr. and
John D. Carifa to vote the Class A Limited Partnership
Interest of Alliance Capital Management L.P. (the
"Partnership") registered in the name of the undersigned at
the Special Meeting of Limited Partners and Unitholders of
the Partnership to be held at 9:00 a.m. on November 17, 1994
in the new Audio Visual Conference Room, 33rd Floor at 1345
Avenue of the Americas, New York, New York 10105, and at all
adjournments or postponements thereof. The undersigned
hereby acknowledges receipt of the Notice of the Special
Meeting and the accompanying Proxy Statement and hereby
instructs said proxies to vote said Class A Limited
Partnership Interest as indicated hereon.
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED IN THE
MANNER DIRECTED BY THE UNDERSIGNED. IF NO DIRECTION IS
MADE, THE CLASS A LIMITED PARTNERSHIP INTEREST WILL NOT BY
REASON OF THIS PROXY BE DEEMED REPRESENTED AT THE SPECIAL
MEETING FOR PURPOSES OF DETERMINING WHETHER A QUORUM IS
PRESENT AND, ACCORDINGLY, WILL NOT BE VOTED AT THE SPECIAL
MEETING.
<PAGE>
Please mark
your vote as in
X this example
__
Approval of the issuance, in accordance with the terms of
the Agreement of Limited Partnership of the Partnership (as
Amended and Restated), of limited partnership interests of
Alliance Capital Management L.P. (the "Partnership") and the
corresponding units representing assignments of beneficial
ownership of such limited partnership interests upon the
conversion of the Class B Limited Partnership Interest of
the Partnership held by The Equitable Life Assurance Society
of the United States.
FOR AGAINST ABSTAIN
_____ ________ ________
Signature(s) ____________________________________ Date__________
NOTE: In signing as attorney, executor, administrator, trustee or
guardian, please indicate full title as such, and, if signing
for a corporation, please give your title. When Units are in
the name of more than one person, each should sign.
2
54905002.AA9
