<PAGE> 1
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. ___)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ X / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
Alliance Capital Management L.P.
- - --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Alliance Capital Management L.P.
- - --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
/ / $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 Rule 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:
<PAGE> 2
ALLIANCE CAPITAL MANAGEMENT L.P.
NOTICE OF SPECIAL MEETING OF LIMITED
PARTNERS AND UNITHOLDERS
TO BE HELD
NOVEMBER 16, 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 Research
Conference Room, 38th Floor at 1345 Avenue of the Americas, New York, New York
10105 at 3:00 p.m. on November 16, 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 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
19, 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
58.01% 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.
<PAGE> 3
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.
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 21, 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.
2
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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 16, 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
Research Conference Room, 38th Floor at 1345 Avenue of the Americas, New York,
New York 10105 at 3:00 p.m. on November 16, 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 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 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
<PAGE> 5
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 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 Meeting with no notice other than an announcement at
the Special Meeting, and further solicitation of written instructions with
respect to the Proposal 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 19, 1994, the record date for the Special Meeting (the
"Record Date"), owned in the aggregate approximately 57.96% of the issued and
outstanding Units, and approximately 32.98% and 9.06% 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 Instruction given by the
Unitholder at any time 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
78,108,720 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.
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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 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
24, 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.
3
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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction...................................................................... 1
The Partnership................................................................... 5
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.............................. 7
Security Ownership of Certain Beneficial Owners and Management.................... 8
Interests of Certain Persons in Matters to be Acted upon at the Special Meeting... 10
Other Business.................................................................... 10
Independent Certified Public Accountants.......................................... 10
Proposals of Limited Partners and Unitholders..................................... 10
Available Information............................................................. 11
Incorporation of Certain Documents by Reference................................... 12
</TABLE>
4
<PAGE> 8
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 September 30, 1994, the Partnership had total client assets
under management of approximately $123.1 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, 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
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.
AXA, a French insurance holding company, beneficially owns 49% of the
issued and outstanding common stock of The Equitable Companies Incorporated
("EQ") as well as all of EQ's issued and outstanding Series A convertible
preferred stock, Series B redeemable preferred stock and 49% of EQ's Series C
convertible preferred stock. Giving effect to the mandatory conversion of the
Series A convertible preferred stock into common stock likely to occur on July
22, 1995 AXA would own 56.6% of EQ's common stock (60.4% assuming conversion of
the Series C convertible preferred stock beneficially owned by AXA). EQ and AXA
have agreed, subject to the approval of EQ's stockholders and to the
satisfaction of certain customary closing conditions, to exchange EQ's Series A
and B preferred stock for EQ common stock and to exchange EQ's Series C
preferred stock held by AXA for a new series of EQ convertible preferred stock
(the "New Preferred Stock"). Upon consummation of these transactions, which is
expected to occur by December 31, 1994, AXA's beneficial ownership of EQ's
issued and outstanding common stock will increase to approximately 60%
(approximately 63% assuming conversion of the New Preferred Stock and
approximately 54% if all securities convertible into, or options on, EQ common
stock were to be converted or exercised). 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 part 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,
5
<PAGE> 9
mutual fund management, lease financial services and brokerage services. Based
on information provided by AXA, as of June 30, 1994, 42.7% of the voting shares
(representing 54.7% 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 (one of which, Belgica Insurance Holding
S.A., a Belgian corporation, owned 34.2%). As of June 30, 1994, 61.5% of the
voting shares (representing 70.4% of the voting power) of Finaxa were owned by
five French mutual insurance companies (the "Mutuelles AXA"), (one of which, AXA
Assurances I.A.R.D. Mutuelle, owned 31.1% of the voting shares (representing
44.7% of the voting power)), and 26.3% of the voting shares (representing 19.1%
of the voting power) of Finaxa were owned by Compagnie Financiere de Paribas, a
French financial institution engaged in banking and related activities.
Including the shares owned by Midi Participations, as of June 30, 1994, the
Mutuelles AXA directly or indirectly owned 51.7% of the voting shares
(representing 65.4% of the voting power) of AXA. Acting as a group, the
Mutuelles AXA control AXA, Midi 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.
The following reflects the approximate direct and indirect ownership of the
Partnership as of the Record Date. Except as indicated, each entity is
wholly-owned by its parent.
[FIGURE 1 GOES HERE]
- - ---------------
The indicated percentages are based on the number of Units outstanding on the
Record Date including as outstanding the 100,000 Units represented by the Class
A Interest and the 2,266,288 Units into which the Class B Interest is to be
converted upon approval of the Proposal.
See the text above for information as to the ownership of the Partnership by the
general public and by employees of the Partnership and its subsidiaries,
including executive officers of the General Partner who may be deemed to be
affiliates of EQ. See also "Security Ownership of Certain Beneficial Owners and
Management."
6
<PAGE> 10
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 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,
7
<PAGE> 11
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 80,475,008 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 2.82%, ACMC owned approximately
41.59%, ECMC owned approximately 14.79% and the public and employees of the
Partnership and its subsidiaries owned approximately 32.01% and 8.79%,
respectively. See the ownership chart on page 6.
THE BOARD OF DIRECTORS OF THE GENERAL PARTNER RECOMMENDS THAT UNITHOLDERS AND
LIMITED PARTNERS PROVIDE WRITTEN 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.
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNERSHIP OF OUTSTANDING
BENEFICIAL OWNER REPORTED ON SCHEDULE UNITS
------------------------------------------------------ -------------------- --------------
<S> <C> <C>
AXA(1)(2)(3).......................................... 47,642,058(4) 59.2%
23 Avenue Matignon,
75008 Paris,
France
The Equitable Companies Incorporated ("EQ")........... 47,642,058(4) 59.2%
787 Seventh Avenue
New York, New York 10019
</TABLE>
- - ---------------
(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 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
8
<PAGE> 12
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 47,642,058 Units.
(4) Includes 100,000 Units which are issuable upon conversion of the Class A
Interest and the 2,266,288 Units into which the Class B Interest is to be
converted upon approval of the Proposal.
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:
<TABLE>
<CAPTION>
NAME OF AMOUNT AND NATURE OF PERCENTAGE
BENEFICIAL OWNER BENEFICIAL OWNERSHIP(1) OF CLASS(1)
------------------------------------------------------- ----------------------- -----------
<S> <C> <C>
Dave H. Williams(2).................................... 1,344,456 1.72%
John D. Carifa......................................... 808,068 1.04%
All Directors and Executive Officers of the General
Partner as a Group................................... 3,519,780(3) 4.58%
</TABLE>
- - ---------------
(1) As of the Record Date.
(2) Includes 80,000 Units owned by Reba W. Williams.
(3)Includes an aggregate 64,000 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, as of September 30, 1994, 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
beneficially owns 20,000 shares of the common stock of EQ, all of which are
subject to unexercised options held by Mr. Williams, (ii) Mr. Benson
beneficially owns 55,000 shares of the common stock of EQ, 50,000 shares of
which are subject to unexercised options held by Mr. Benson, (iii) Mr. Calvert
beneficially owns 10,000 shares of the common stock of EQ, all of which are
subject to unexercised options held by Mr. Calvert, (iv) Mr. Carifa beneficially
owns 10,000 shares of the common stock of EQ, all of which are subject to
unexercised options held by Mr. Carifa, (v) Mr. de Castries beneficially owns
48,750 AXA shares, all of which are subject to unexercised options held by Mr.
de Castries, (vi) Mr. de St. Paer beneficially owns 25,000 shares of the common
stock of EQ, all of which are subject to unexercised options held by Mr. de St.
Paer, (vii) Mr. Dupont-Madinier beneficially owns 20,620 AXA shares, all of
which are subject to unexercised options held by Mr. Dupont-Madinier, (viii) Mr.
Hellebuyck beneficially owns 6,375 shares of AXA, 3,750 shares of which are
subject to unexercised options held by Mr. Hellebuyck, (ix) Mr. Hottinguer
beneficially owns 751 shares of AXA and 1,463 shares of Finaxa, (x) Mr. Jenrette
beneficially owns 122,085 shares of the common stock of EQ, 120,000 shares of
which are subject to unexercised options held by Mr. Jenrette, (xi) Mr. Melone
beneficially owns 90,182 shares of the common stock of EQ, 80,000 shares of
which are subject to unexercised options held by Mr. Melone, (xii) Mr. O'Neil
beneficially owns 20,027 shares of the common stock of EQ, 20,000 shares of
which are subject to unexercised options held by Mr. O'Neil, (xiii) Mr. Savage
beneficially owns 136 shares of the common stock of EQ, and (xiv) Mr. Smith
beneficially owns 2,500 shares of AXA, all of which are subject to unexercised
options held by Mr. Smith. The information set forth in this paragraph
concerning the ownership of shares of common stock of EQ or of AXA that are
subject to options is provided for options exercisable at present or within 60
days.
9
<PAGE> 13
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 42.79% of the issued and
outstanding Units; ECMC is the owner of approximately 15.22% 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 and
Equitable Life. 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 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 a Senior Vice
President 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 LLP. A
representative of KPMG Peat Marwick LLP will be present at the Special Meeting
and will be available to respond to appropriate questions.
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
10
<PAGE> 14
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.
11
<PAGE> 15
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.
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 LLP (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 21, 1994
12
<PAGE> 16
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 16, 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 3:00 p.m.
on November 16, 1994 in the Research Conference Room, 38th 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
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.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
/ /
</TABLE>
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.
<PAGE> 17
ALLIANCE CAPITAL MANAGEMENT L.P.
PROXY FOR THE SPECIAL MEETING OF LIMITED PARTNERS
AND UNITHOLDERS TO BE HELD ON NOVEMBER 16, 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 3:00 p.m. on November 16, 1994 in the Research Conference Room, 38th
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.
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.
<TABLE>
<S> <C> <C>
FOR AGAINST ABSTAIN
/ /
</TABLE>
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.
<PAGE> 18
Profit Sharing Plan for Employees of
Alliance Capital Management L.P.
____________________________________
DIRECTION TO TRUSTEE
Units of Alliance Capital Management L.P. ("Units")
are held in an Investment Fund under the Profit Sharing Plan
for Employees of Alliance Capital Management L.P. (the
"Plan") which are allocated to one or more accounts for the
undersigned under the Plan. Pursuant to Section 7.08 of the
Plan, the undersigned hereby directs the trustees of the
trust fund under the Plan (the "Trustee") to instruct
Alliance ALP, Inc., as assignor limited partner (the
"Assignor Limited Partner"), to vote as set forth below the
limited partnership interests underlying all of such Units
at the Special Meeting of Limited Partners and Unitholders
to be held at 3:00 p.m. on November 16, 1994 (the "Special
Meeting"), and at all adjournments and postponements
thereof. Such directions are to be maintained in
confidence. The undersigned acknowledges receipt of a copy
of the Notice of Meeting and Proxy Statement with respect to
the Special Meeting. The undersigned understands that with
respect to Units allocated to the Plan accounts of Plan
members who do not on a timely basis direct the Trustee as
to voting of such Units at the Special Meeting, the Trustee
will direct the Assignor Limited Partner to vote such Units
in the same proportion as those Units allocated to accounts
under the Plan for which voting directions have been
received by the Trustee.
Please mark
your direction 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 Date
<PAGE>
ALLIANCE CAPITAL MANAGEMENT L.P.
Instruction of the Alliance Capital Management L.P.
Profit Sharing Trust in connection with the
Special Meeting of Limited Partners and Unitholders
to be held on November 16, 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 in the manner specified below the limited partnership
interests underlying all of the units owned by the Alliance
Capital Management L.P. Profit Sharing Trust (the "Trust")
at the Special Meeting of Limited Partners and Unitholders
(the "Special Meeting") to be held at 3:00 p.m. on
November 16, 1994 in the Research Conference Room, 38th
Floor at 1345 Avenue of the Americas, New York, New York
10105, and at all adjournments or postponements thereof.
The Trustee of the Trust 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.
TO THE EXTENT THAT INSTRUCTIONS TO VOTE ARE NOT GIVEN TO THE
ASSIGNOR LIMITED PARTNER WITH RESPECT TO ANY LIMITED
PARTNERSHIP INTERESTS UNDERLYING UNITS HELD BY THE TRUST,
SUCH LIMITED PARTNERSHIP INTERESTS 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 by
indicating the number
of Units to be voted
under each option
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
__________ __________ __________
(insert (insert (insert
number number number
of Units) of Units) of Units)
Signature(s) _______________
Trustee
_______________
Trustee
_______________
Trustee
Date:___________________
<PAGE>
Alliance Capital Management L.P.
Profit Sharing Plan for Former Employees of
Equitable Capital Management Corporation
____________________________________________
DIRECTION TO TRUSTEE
Units of Alliance Capital Management L.P. ("Units")
are held in an Investment Fund under the Alliance Capital
Management L.P. Profit Sharing Plan for Former Employees of
Equitable Capital Management Corporation (the "Plan") which
are allocated to one or more accounts for the undersigned
under the Plan. Pursuant to Section 7.08 of the Plan, the
undersigned hereby directs the trustees of the trust fund
under the Plan (the "Trustee") to instruct Alliance ALP,
Inc., as assignor limited partner (the "Assignor Limited
Partner"), to vote as set forth below the limited
partnership interests underlying all of such Units at the
Special Meeting of Limited Partners and Unitholders to be
held at 3:00 p.m. on November 16, 1994 (the "Special
Meeting"), and at all adjournments and postponements
thereof. Such directions are to be maintained in
confidence. The undersigned acknowledges receipt of a copy
of the Notice of Meeting and Proxy Statement with respect to
the Special Meeting. The undersigned understands that, with
respect to Units allocated to the Plan accounts of Plan
members who do not on a timely basis direct the Trustee as
to voting of such Units at the Special Meeting, the Trustee
will direct the Assignor Limited Partner to vote such Units
in the same proportion as those Units allocated to accounts
under the Plan for which voting directions have been
received by the Trustee.
Please mark
your direction 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 Date
<PAGE>
ALLIANCE CAPITAL MANAGEMENT L.P.
Instruction of the Alliance Capital Management L.P.
Profit Sharing Plan for Former Equitable Capital
Management Corporation Employees Trust in connection
with the Special Meeting of Limited Partners
and Unitholders to be held on November 16, 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 in the manner specified below the limited partnership
interests underlying all of the units owned by the Alliance
Capital Management L.P. Profit Sharing Plan for Former
Equitable Capital Management Corporation Employees Trust
(the "Trust") at the Special Meeting of Limited Partners and
Unitholders (the "Special Meeting") to be held at 3:00 p.m.
on November 16, 1994 in the Research Conference Room, 38th
Floor at 1345 Avenue of the Americas, New York, New York
10105, and at all adjournments or postponements thereof.
The Trustee of the Trust 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.
TO THE EXTENT THAT INSTRUCTIONS TO VOTE ARE NOT GIVEN TO THE
ASSIGNOR LIMITED PARTNER WITH RESPECT TO ANY LIMITED
PARTNERSHIP INTERESTS UNDERLYING UNITS HELD BY THE TRUST,
SUCH LIMITED PARTNERSHIP INTERESTS 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 by
indicating the number
of Units to be voted
under each option
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
__________ __________ __________
(insert (insert (insert
number number number
of Units) of Units) of Units)
Signature(s) _______________
Trustee
_______________
Trustee
_______________
Trustee
Date:______________
<PAGE> 19
INDEPENDENT AUDITORS' REPORT
KPMG PEAT MARWICK
The General Partner and Unitholders
Alliance Capital Management L.P.
We have audited the accompanying consolidated statements of financial
condition of Alliance Capital Management L.P. and subsidiaries as of December
31, 1993 and 1992, and the related consolidated statements of income, changes in
partners' capital, and cash flows for the years ended December 31, 1993, 1992
and 1991. These consolidated financial statements are the responsibility of the
management of Alliance Capital Management Corporation, General Partner. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Alliance
Capital Management L.P. and subsidiaries as of December 31, 1993 and 1992 and
the results of their operations and their cash flows for the years ended
December 31, 1993, 1992 and 1991 in conformity with generally accepted
accounting principles.
KPMG Peat Marwick
New York, New York
January 27, 1994, except for Note 12
which is as of March 7, 1994
<PAGE> 20
APPENDIX
The organizational chart set forth on page 6 of the Proxy Statement
illustrates the approximate 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"),
41.59%; Equitable Capital Management Corporation ("ECMC"), 14.79%; the general
public and employees of the Partnership and its subsidiaries, 40.80%. 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.
