<PAGE>
As filed with the Securities and Exchange Commission on February 24, 1994.
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIANCE CAPITAL MANAGEMENT L.P.
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
DELAWARE 13-3434400
- -------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1345 Avenue of the Americas, New York, NY 10105
- ----------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
Alliance Capital Management L.P.
Shields/Regent Retention Unit Bonus Plan
-------------------------------------------
(Full Title of the plan)
David R. Brewer, Jr.
Senior Vice President &
General Counsel
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
------------------------------------------------------------
(Name and address of agent for service)
(212) 969-1000
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per unit price fee
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Representing
Assignments of
Beneficial Ownership 750,000 Units $23.25 $17,437,500 $6,012.97
of Limited Partner-
ship Interests
- -------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated herein by reference are the following documents
previously filed by the Registrant with the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, the Registrant's Form 10-K/A dated
May 28, 1993 and the Registrant's Annual Report to Unitholders
for the fiscal year ended December 31, 1992;
(b) The Registrant's Current Report on Form 8-K dated February 4,
1993, the Registrant's Current Report on Form 8-K dated March 22,
1993, the Registrant's Current Report on Form 8-K dated
August 10, 1993, the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1993, the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1993 and the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1993; and
(c) The description of the Units representing Assignments of
Beneficial Ownership of Limited Partnership Interests in the
Partnership ("Units") contained in the Registration Statement on
Form 8-A dated January 18, 1988, filed under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), and
Amendment No. 1 thereto filed on Form 8 dated March 31, 1988.
In addition, incorporated herein by reference are all documents
hereafter filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered in connection herewith have been
sold or which deregisters all securities offered in connection herewith then
remaining unsold, and such documents shall be deemed to be a part hereof from
the date of filing of such documents.
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed upon for
the Registrant by David R. Brewer, Jr., Senior Vice President and General
Counsel of Alliance Capital Management Corporation, the general partner of the
Registrant (the "General Partner"). As of the date of this Registration
Statement, the fair market value of securities of the Registrant, including
options, beneficially owned by Mr. Brewer exceeds $50,000 and, accordingly, is
deemed to represent a substantial interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
permits a limited partnership to indemnify and hold harmless any partner or
other person from and against any and all claims whatsoever, subject to such
standards and restrictions, if any, as set forth in its partnership agreement.
Provision for indemnification under the Registrant's Agreement of Limited
Partnership (As Amended and Restated) (the "Partnership Agreement") is set forth
in Section 6.9 of the Partnership Agreement. The Registrant has granted broad
rights of indemnification to officers of the General Partner and to employees of
the Registrant. In addition, the Registrant has assumed indemnification
obligations previously extended by the predecessor of the General Partner to its
directors, officers and employees. The foregoing indemnification provisions are
not exclusive, and the Registrant is authorized to enter into additional
indemnification arrangements.
The Registrant maintains an insurance policy insuring the directors
and officers of the General Partner against certain acts and omissions while
acting in their official capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan Form of Restricted Limited Partnership Units
Acquisition Agreement
2
<PAGE>
5.1 Opinion of David R. Brewer, Jr., Esq.
5.2 Opinion of Morris, Nichols, Arsht & Tunnell
24.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
24.2 Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit
5.2)
24.3 Consent of KPMG Peat Marwick
25 Powers-of-Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
3
<PAGE>
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on February 23, 1994.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, General Partner
By: /s/ DAVE H. WILLIAMS
----------------------------
Dave H. Williams
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ DAVE H. WILLIAMS Chairman of the February 23, 1994
- -------------------- Board and Chief
Dave H. Williams Executive Officer
of the
General Partner
/s/ JOHN D. CARIFA Director, February 23, 1994
- -------------------- President,
John D. Carifa Chief Operating
Officer and Chief
Financial Officer
of the
General Partner
5
<PAGE>
Majority of Directors:
James M. Benson*
Bruce W. Calvert
Henri de Castries
Christophe Dupont-Madinier*
Alfred Harrison*
Jean-Pierre Hellebuyck*
Benjamin D. Holloway*
Henri Hottinguer
Richard H. Jenrette
Joseph J. Melone*
Brian S. O'Neil*
Frank Savage*
Peter G. Smith*
Madelon DeVoe Talley*
Reba White Williams*
*By: /s/ DAVID R. BREWER, JR. February 23, 1994
-------------------------
David R. Brewer, Jr.
Attorney-in-fact
/s/ ROBERT H. JOSEPH, JR. Senior Vice February 23, 1994
- ------------------------- President
Robert H. Joseph, Jr. and Chief
Accounting
Officer of
the General
Partner
6
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit No. Page No.
----------- ----------
4 Alliance Capital Management L.P.
Shields/Regent Retention Unit Bonus
Plan Form of Restricted Limited
Partnership Units Acquisition
Agreement
5.1 Opinion of David R. Brewer, Jr., Esq.
5.2 Opinion of Morris, Nichols, Arsht &
Tunnell
24.3 Consent of KPMG Peat Marwick
25 Powers of Attorney
7
<PAGE>
EXHIBIT 4
RESTRICTED LIMITED PARTNERSHIP
UNITS ACQUISITION AGREEMENT
------------------------------
AGREEMENT dated as of , 1994 by and between
ALLIANCE CAPITAL MANAGEMENT L.P., a Delaware limited partnership (the
"Partnership"), and (the "Employee").
WHEREAS, the Employee is now employed by Shields Asset Management,
Incorporated, a New York corporation ("Shields"), or Regent Investor Services
Incorporated, a New York corporation ("Regent"), each of which corporation is to
sell its business and substantially all of its assets to the Partnership (the
"Acquisition") pursuant to an acquisition agreement to be entered into (the
"Acquisition Agreement"); and
WHEREAS, in connection with the Acquisition the Employee is to become
an employee of the Partnership in a position in which the Employee can make a
significant contribution to the growth and success of the business which will
thereafter be carried on by the Partnership; and
WHEREAS, the Partnership desires to provide the Employee with an
incentive which will permit the Employee to share directly in the growth of the
business of the Partnership, and to identify the Employee's interest with those
of the Unitholders, by issuing assignments of beneficial ownership of limited
partnership interests in the Partnership (the "Partnership Units"), to the
Employee;
<PAGE>
NOW, THEREFORE, and in consideration of the Employee's employment with
the Partnership, the Partnership and the Employee agree as follows:
1. DEFINITIONS. The terms defined in this Section 1, whenever used
and capitalized in this Agreement, will, unless the context otherwise requires,
have the respective meanings hereinafter specified:
"ACQUISITION" has the meaning stated in the preamble to this
Agreement.
"ACQUISITION AGREEMENT" has the meaning stated in the preamble to this
Agreement.
"ADVERSE TAX DETERMINATION" has the meaning stated in Article I of the
Partnership Agreement.
"AFFILIATE" has the meaning stated in Article I of the Partnership
Agreement.
"BOARD" means the board of directors or other governing body of the
General Partner.
"CAUSE" has the meaning stated in Section 4(c) of the Employment
Agreement.
"CLOSING DATE" has the meaning stated in Section 2(b) hereof.
"CODE" means the Internal Revenue Code of 1986, as amended.
"DISABILITY" has the meaning stated in Section 4(b) of the Employment
Agreement.
2
<PAGE>
"EMPLOYEE" has the meaning stated in the first paragraph of this
Agreement setting forth the parties hereto.
"EMPLOYMENT AGREEMENT" means the Employment Agreement dated as of
November 16, 1993 by and between the Partnership and the Employee.
"PARTNERSHIP" has the meaning stated in the first paragraph of this
Agreement setting forth the parties hereto and shall include, as relevant, any
direct or indirect wholly-owned subsidiary of the Partnership which conducts the
business of the Regent Division and by whom the Employee is employed.
"PARTNERSHIP AGREEMENT" means the Agreement of Limited Partnership of
the Partnership (As Amended And Restated).
"PARTNERSHIP UNITS" has the meaning stated in the preamble to this
Agreement.
"REACQUIRING COMPANY" has the meaning stated in Section 3(b) hereof.
"REGENT" has the meaning stated in the preamble to this Agreement.
"SHIELDS" has the meaning stated in the preamble to this Agreement.
"UNITHOLDER" has the meaning stated in Article I of the Partnership
Agreement.
3
<PAGE>
"UNIT" AND "UNITS" have the respective meanings stated in Section 2(a)
hereof.
"UNIT PRICE" means an amount per Partnership Unit equal to the
arithmetic mean of the last reported sales price per Partnership Unit regular
way (or, if no such reported sale has taken place on any relevant date, the
arithmetic mean of the last reported bid and asked prices per Partnership Unit
regular way for such date) on the New York Stock Exchange for the 10 trading
days immediately preceding the Closing Date; provided that if the amount so
determined is equal to or less than $20.00, then the Unit Price shall be $20.00
and if the amount so determined is equal to or greater than $23.25, the Unit
Price shall be $23.25.
2. ISSUANCE AND ACQUISITION OF UNITS.
(a) Subject to the terms and conditions of this Agreement, the
Partnership will issue to the Employee, and the Employee will acquire from the
Partnership, that number of Partnership Units (such Partnership Units being
herein referred to as the "Units" and each one of them being herein referred to
as a "Unit"), not including any fractional Unit, equal to the quotient of
(i) $3,000,000, divided by (ii) the Unit Price. The Employee shall not pay or
transfer to the Partnership any cash or property as consideration for the Units.
The issuance and acquisition of the Units will be contingent on the closing of
the Acquisition and the
4
<PAGE>
effectiveness of a registration statement filed under the Securities Act of
1933, as amended, with respect to the issuance of the Units to the Employee and
certain other employees. The Employee hereby represents that the Employee has
received a copy of a description of the plan embodied in this agreement and in
the related restricted limited partnership units acquisition agreements to be
entered into with other current employees of Shields and/or Regent prior to the
Employee's delivery of this Agreement to the Partnership.
(b) The closing of the issuance of the Units will occur
simultaneously with the closing of the Acquisition on the closing date under the
Acquisition Agreement (the "Closing Date"). The Partnership will deliver to the
Employee a certificate representing the Employee's interest in the Units issued
to the Employee within a reasonable time after such closing.
3. VESTING, FORFEITURE AND RESTRICTIONS ON
TRANSFER OF UNITS.
(a) The Employee's rights in the Units will vest in accordance with
the following schedule:
Aggregate Vested
Anniversary Date Percentage as of
of the Closing Date Anniversary Date
------------------- ----------------
1st 20%
2nd 40%
5
<PAGE>
3rd 60%
4th 80%
5th 100%
If the Employee ceases to be in the employ of the Partnership by reason of
(i) the Employee's death, (ii) the Employee's Disability, (iii) termination by
the Partnership of the Employee's employment pursuant to Section 4(d) of the
Employment Agreement for any reason other than for Cause, or (iv) termination by
the Employee of the Employee's employment pursuant to Section 4(e) of the
Employment Agreement, the Employee's rights with respect to all remaining
unvested Units will become fully vested on the last day of such employment. For
purposes of the foregoing sentence, if the Employee is in employment with the
Partnership through the end of the Employment Term, Sections 4(d) and 4(e) of
the Employment Agreement shall be deemed to continue in effect until the 5th
anniversary of the Closing Date. In addition, if there is a sale of all or
substantially all of the Partnership's business or assets to a person or entity
(other than an Affiliate of the Partnership that assumes and agrees to honor,
pay and perform the obligations of the Partnership hereunder) which is in
connection with a liquidation of the Partnership other than in connection with
an Adverse Tax Determination, the Employee's rights with respect to all then
unvested Units
6
<PAGE>
will become fully vested immediately prior to such sale. In order to assist the
Board in making a determination as to the Disability of the Employee for
purposes of this paragraph (a), the Employee will, as reasonably requested by
the Board, (i) be available for medical examinations by a physician chosen by
the Board and approved by the Employee, whose approval will not unreasonably be
withheld, and (ii) grant the Board and any such physician reasonable access to
all medical information and records concerning the Employee deemed necessary or
appropriate by the physician to determine whether the Employee is incapacitated,
arrange to furnish copies of such information and records to them, and use the
Employee's best efforts to cause his own physician(s) to be available during
business hours to discuss the Employee's incapacity or potential incapacity with
them.
(b) The Employee will forfeit the Employee's rights with respect to
all then unvested Units (i) as of the last day of his employment by the
Partnership, if the Employee ceases to be in the employ of the Partnership other
than under circumstances in which his rights in the Units vest in accordance
with paragraph (a) of this Section 3, or (ii) as of the date of the written
determination described in Section 15.1(a)(iv) of the Partnership Agreement (in
connection with the reasonably contemplated insolvency or bankruptcy of the
Partnership), if the Partnership is,
7
<PAGE>
accordingly, then dissolved and liquidated. The Partnership or any Affiliate
thereof to which the Partnership (or any such Affiliate) has assigned the
reacquisition rights hereunder in writing (the Partnership or such other entity
having such repurchase rights being sometimes herein referred to as the
"Reacquiring Company"), will reacquire any such forfeited Units, in accordance
with the provisions of Section 4 hereof. The Employee will forfeit the unvested
Units to the Reacquiring Company without receiving any consideration therefor.
An Affiliate of the Partnership to whom the Partnership (or any such Affiliate)
has assigned the reacquisition rights as provided above will promptly furnish to
the Partnership a copy of any written assignment by the Affiliate of the
reacquisition rights hereunder.
(c) Except as otherwise provided in this Agreement, the Employee may
not sell, assign, transfer, pledge or otherwise dispose of or encumber any of
the Units, or any interest therein, until the Employee's rights in such Units
vest in accordance with this Agreement.
4. REACQUISITION OF UNITS.
(a) If the Employee forfeits any portion of the Units in accordance
with Section 3(b) hereof, the Partnership will send notice of the forfeiture to
the Employee as soon as practicable after the date as of which such Units are
forfeited, with a copy to the Reacquiring Company if other than the Partnership.
The notice will set
8
<PAGE>
forth (i) the date as of which the Units were forfeited, (ii) the reason for the
forfeiture, (iii) the number of Units forfeited and to be reacquired, (iv) the
name and address of the Reacquiring Company, (v) the date by which the
certificates representing the Units, duly endorsed for transfer, should be
delivered to the Reacquiring Company, and (vi) where the certificates so
endorsed should be delivered by the Employee.
(b) The Employee will have no further rights as a Unitholder of the
Partnership with respect to the forfeited Units beginning with the date of
forfeiture, including, without limitation, any right to receive any distribution
payable to Unitholders of record on or after the date of the forfeiture, and the
Employee will repay to the Partnership any such distribution received by the
Employee in respect of such Units payable on or after such date without interest
promptly upon notice by the Partnership.
(c) If the Employee delivers to the Reacquiring Company a certificate
which represents vested Units as well as forfeited Units, the Reacquiring
Company will, or will arrange for the Partnership to, send promptly to the
Employee a certificate representing the vested Units. The Employee will
reimburse each of the Reacquiring Company and the Partnership, if not the
Reacquiring Company, for their respective expenses (including reasonable
attorneys' fees) incurred in connection with any reasonable steps they may
9
<PAGE>
take to obtain the repayment of distributions referred to in paragraph (b) of
this Section 4, and, if the certificates representing forfeited Units are not
duly delivered, to obtain the certificates from the Employee or to cancel
certificates not duly delivered.
5. LEGENDS ON UNIT CERTIFICATES. Every certificate representing
Units with respect to which restrictions pursuant to Section 3(c) hereof remain
in effect will bear a legend substantially as follows:
This certificate and the Units represented hereby are
subject to the terms of an agreement between
[ ] and Alliance Capital Management L.P. The
Units are subject to forfeiture to (and reacquisition by)
Alliance Capital Management L.P. or its assignee under
certain circumstances and may not be sold, assigned,
transferred, pledged or otherwise disposed of or encumbered
in whole or in part, at any time, except as provided in such
agreement. A copy of such agreement is available for
inspection at the executive offices of Alliance Capital
Management L.P.
As soon as any Units cease to be subject to such restrictions, the Employee may
surrender to the Partnership the certificate or certificates representing such
Units and receive in exchange therefor a new certificate or certificates
representing such Units free of such legend and a certificate or certificates
representing the remainder of the Units, if any, with such legend. The Employee
hereby consents to the placing on certificates representing any Units any
additional legends that the Partnership reasonably
10
<PAGE>
deems advisable. The Employee acknowledges that the Partnership may give stop-
order instructions to the Partnership's transfer agent with respect to the
certificates to reflect the restrictions on transferability described herein.
6. INJUNCTIVE RELIEF. In addition to any other rights or remedies
available to the Partnership as a result of the breach of the Employee's
obligations hereunder, the Partnership will be entitled to seek and, if
appropriate in the judgment of a court with proper jurisdiction, obtain an
injunction or other equitable remedy to enforce such obligations, and no bond or
security will be required in connection therewith. If the Partnership is
successful in any suit or proceeding instituted by the Partnership to enforce
any of the provisions of this Agreement or on account of any damages sustained
by the Partnership by reason of the violation by the Employee of any of the
terms and conditions of this Agreement to be performed by the Employee, the
Employee will pay to the Partnership all costs and expenses (including
reasonable attorneys' fees) reasonably incurred by it. If the Partnership is
successful with respect to a part but not all of such a suit or proceeding, such
costs and expenses shall be fairly allocated, and the Employee will pay only the
portion allocated to such part as to which the Partnership is successful.
Similarly, if the Employee is successful in any
11
<PAGE>
suit or proceeding instituted by the Employee to enforce any of the provisions
of this Agreement or on account of any damages sustained by the Employee by
reason of the violation by the Partnership of any of the terms and conditions of
this Agreement to be performed by the Partnership, the Partnership will pay to
the Employee all costs and expenses (including reasonable attorneys' fees)
reasonably incurred by the Employee. If the Employee is successful with respect
to a part but not all of such a suit or proceeding, such costs and expenses
shall be fairly allocated, and the Partnership will pay only the portion
allocated to such part as to which the Employee is successful.
7. NOTICES. Any notice made or given in connection with this
Agreement must be in writing and will be deemed to have been duly given when
delivered by hand or by telecopy or mailed by registered or certified mail,
return receipt requested, to those listed below at the following respective
addresses or telecopy numbers or at such other address or telecopy number as
each may specify by notice to the others:
(a) To the Employee:
At the address for the Employee [or telecopy number] set
forth below.
12
<PAGE>
(b) To the Partnership:
Alliance Capital Management L.P.
c/o Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, New York 10105
Attention: Secretary
Telecopy Number: (212) 554-4613
8. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective heirs, representatives,
successors and assigns.
9. RIGHT TO TERMINATE EMPLOYMENT. Nothing contained in this
Agreement will confer upon the Employee a right to be employed by, or to
continue in the employ of the Partnership, or interfere in any way with the
right of the Partnership to terminate the employment of the Employee at any
time, with or without cause.
10. RIGHTS AS UNITHOLDER. Except as provided in this Agreement or in
the Partnership Agreement, as of the date of any closing of the issuance of
Units to the Employee as provided for in this Agreement, the Employee will have
all of the rights under the Partnership Agreement that a Unitholder would have
with respect to the Units issued to the Employee at such closing (including,
without limitation, rights to vote and to receive distributions payable with
respect to such Units on or after that date), provided that, in accordance with
Section 83 of the Code, until the Employee's rights in any such Unit vest in
accordance with
13
<PAGE>
this Agreement or the Employee makes an election under Section 83(b) of the Code
with respect to this acquisition of the Units, the Employee will not be treated
as the owner thereof under the Partnership Agreement for income tax purposes,
and any distributions received by the Employee from the Partnership with respect
to an unvested Unit for which no such election was made will be treated as
compensation to the Employee unless otherwise required under the Code.
Notwithstanding any provision of this Agreement to the contrary, the Employee
shall not have any right to receive any distributions of "available cash flow"
with respect to any of the Units made by the Partnership (a) in 1994 in respect
of the calendar quarter ended December 31, 1993, or (b) if the Closing Date
occurs after the 45th day of a calendar quarter commencing after 1993, in
respect of that calendar quarter. In accordance with Section 5.9(b) of the
Partnership Agreement, no allocations of income, gain, deductions or loss shall
be made with respect to any of the Units prior to 1994, and Alliance Capital
Management Corporation, as general partner of the Partnership, shall be free to
make special allocations under Section 5.8(g) of the Partnership Agreement.
11. SECTION 83(b) ELECTION. The Employee will not make an election
under Section 83(b) of the Code with respect to the Employee's acquisition of
the Units unless, prior to the date such election is filed with the Internal
14
<PAGE>
Revenue Service, the Employee notifies the Partnership of the Employee's
intention to file such election, furnishes a copy of the election so to be filed
to the Partnership, and pays the Partnership an amount equal to the amount of
any federal, state or local tax or any other charge required by
law to be withheld with respect to the Units by reason of the making of such
election.
12. PAYMENT OF WITHHOLDING TAX. In the event that the Partnership
determines that any federal, state or local tax or any other charge may now or
hereafter be required by law to be withheld with respect to the Units by reason
of this Agreement or otherwise, the Employee will promptly pay to the
Partnership, on at least seven business days' notice from the Partnership, an
amount equal to such withholding tax or charge (except as otherwise required by
Section 11 hereof). If the Employee does not promptly pay to the Partnership
the entire amount of such withholding tax or charge in accordance with such
notice, the Partnership may withhold the remaining amount thereof from any
amount otherwise due the Employee from the Partnership.
13. ACTION BY THE PARTNERSHIP. The parties hereto recognize that
neither the existence of this Agreement nor the issuance of Units to the
Employee pursuant hereto will impair the right of the Partnership or its
partners to, among other things, conduct, make or effect any change in the
Partnership's business, any issuance of debt obligations
15
<PAGE>
or other securities by the Partnership, any grant of options with respect to an
interest in the Partnership or any adjustment, recapitalization or other change
in the partnership interests of the Partnership (including, without limitation,
any distribution, subdivision or combination of limited partnership interests),
or any incorporation of the Partnership, provided that any such action is not in
violation of the Partnership Agreement. In the event of incorporation of the
Partnership, the Partnership will make arrangements with respect to restricted
stock and other securities, if any, received by the Employee in place of the
Units pursuant to the Partnership Agreement corresponding to the arrangements
with respect to the Units as it may reasonably deem appropriate to reflect such
changes and which are consistent in all relevant respects with the provisions of
this Agreement applicable to the Units.
14. GOVERNING LAW. This Agreement will be governed by and construed
in accordance with the laws of the State of New York applicable to agreements
made and to be performed in that State.
15. ENTIRE AGREEMENT; AMENDMENT. This Agreement supersedes any and
all existing agreements between the Employee and the Partnership relating to the
acquisition of Units by the Employee, other than the Employment Agreement. It
may not be amended except by a written agreement signed by both parties.
16
<PAGE>
16. WAIVER. The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion will not be considered a waiver
thereof or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
17. HEADINGS. Section headings are used herein for convenience of
reference only and will not affect the meaning of any provision of this
Agreement.
18. RULES OF CONSTRUCTION. Whenever the context so requires, the use
of the masculine gender will be deemed to include the feminine and vice versa,
and the use of the singular will be deemed to include the plural and vice versa.
17
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement as of the day and year first above written.
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management
Corporation, its General Partner
By:______________________________
Name:____________________________
Title:___________________________
EMPLOYEE
_________________________________
Name:
Address:
18
<PAGE>
EXHIBIT 5.1
February 23, 1994
Securities & Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
I am a Senior Vice President and the General Counsel of Alliance Capital
Management Corporation, General Partner of Alliance Capital Management L.P., a
Delaware limited partnership (the "Partnership"), and have acted as counsel in
connection with the registration under the Securities Act of 1933, as amended
(the "Securities Act"), of up to 750,000 Units representing assignments of
beneficial ownership of 750,000 limited partnership interests in the Partnership
(the "Retention Bonus Units"), issuable pursuant to the Alliance Capital
Management L.P. Shields/Regent Retention Unit Bonus Plan (the "Retention Bonus
Plan"), as described in the Registration Statement on Form S-8 filed herewith
(the "Registration Statement"). Capitalized terms used herein and not otherwise
herein defined are used as defined in the Agreement of Limited Partnership of
the Partnership (As Amended and Restated), (the "Partnership Agreement").
As counsel for the Partnership, I, or attorneys under my supervision, have
participated in the preparation of the Registration Statement and have examined
and relied upon such documents, opinions, precedents, records and other
materials as I have deemed necessary or appropriate to provide a basis for the
opinions set forth below. In this examination, I have assumed the genuineness
of all signatures, the authenticity of all documents submitted to me as original
documents and conformity to original documents of all documents submitted to me
as certified or photostatic copies.
I have further assumed for the purposes of this opinion: (i) compliance
with the terms, conditions and restrictions set forth in the Partnership
Agreement, the Registration Statement, the Retention Bonus Plan, the terms and
conditions of which are set forth in Restricted Limited Partnership Units
Acquisition Agreements to be executed by
<PAGE>
2
the Partnership and each of five senior executives of Shields Asset Management,
Incorported and Regent Investor Services Incorporated in connection with the
acquisition of the Retention Bonus Units (collectively, the "Operative
Documents") in connection with the issuance of Limited Partnership Interests and
corresponding Retention Bonus Units; (ii) that appropriate notation of the
names, addresses and capital contributions of the Assignor Limited Partner and
persons acquiring Retention Bonus Units under the Retention Bonus Plan
("Unitholders") will be made in the books and records of the Partnership in
connection with the issuance of Limited Partnership Interests and corresponding
Retention Bonus Units; (iii) that the business of the Partnership has been and
will be conducted in accordance with the terms of the Partnership Agreement and
the Delaware Revised Uniform Limited Partnership Act, 6 DEL. C. Section 17-101,
ET. SEQ. (the "Delaware Act"); and (v) that, prior to the issuance of any
Retention Bonus Units by the Partnership, the Partnership shall have received an
Assignment Determination, Limited Liability Determination and a Tax
Determination with respect to such issuance.
Based on the foregoing, I am of the opinion that:
1. The Partnership is a duly formed and validly existing
limited partnership in good standing under the laws of the State
of Delaware.
2. Retention Bonus Units to be issued to employees of the
Partnership, and the corresponding Limited Partnership Interests
to be issued to the Assignor Limited Partner, when issued in
accordance with the terms, conditions and restrictions set forth
in the Operative Documents, will constitute legally issued and
fully paid Retention Bonus Units or Limited Partnership
Interests, and will not be subject to assessment by the
Partnership for additional capital contributions (except as such
assessability may be affected by the matters referenced in
paragraph 3 below).
3. No provision of the Partnership Agreement provides for
or permits any Limited Partner or Unitholder (in such capacity,
collectively, a "Holder"), to take action which, under the
Delaware Act, would constitute participating in the control of
the business of the Partnership so as to make the Holder taking
such action liable as a general partner for the debts and
obligations of the Partnership and, provided that a Holder in
fact does not participate in the control of the business of the
Partnership, the liability of such Holder, in his capacity as
such, under the Delaware Act and the Partnership Agreement will
be limited to an
<PAGE>
3
amount not in excess of the sum of (a) any capital contribution
to be made by such Holder (or his predecessor in interest) under
the Operative Documents in respect of all Limited Partnership
Interests or Retention Bonus Units acquired by such Holder,
together with any undistributed partnership income, profits or
property to which such Holder may be entitled on account of his
ownership of Limited Partnership Interests or Retention Bonus
Units; (b) the amount of any distribution made to such Holder to
the extent the same is required to be returned to or for the
account of the Partnership pursuant to Section 17-607 of the
Delaware Act or the terms of the Partnership Agreement,
potentially with interest; and (c) the amount of any liability of
such Holder to the Partnership by reason of any tax payments made
by the Partnership on such Holder's behalf as provided in Section
9.5 of the Partnership Agreement.
As to matters of Delaware law contained in the foregoing opinion, I have
relied on the opinion of Morris, Nichols, Arsht & Tunnell of Wilmington,
Delaware, dated February 23, 1994.
I consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ David R. Brewer, Jr.
------------------------
David R. Brewer, Jr.
<PAGE>
EXHIBIT 5.2
February 23, 1994
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
Re: Alliance Capital Management L.P. Shields/
Regent Retention Unit Bonus Plan
Ladies and Gentlemen:
We have acted as special Delaware counsel to Alliance Capital
Management L.P., a Delaware limited partnership (the "Partnership"), in
connection with the proposed issuance of up to 750,000 units representing
assignments of beneficial ownership of Limited Partnership Interests in the
Partnership (the "Retention Unit Bonus Plan Units"), issuable pursuant to the
Alliance Capital Management L.P. Shields/Regent Retention Unit Bonus Plan (the
"Retention Unit Bonus Plan"), as described in the Registration Statement on Form
S-8 filed by the Partnership with the Securities and Exchange Commission on
February 23, 1994 in connection with the registration of the Retention Unit
Bonus Plan Units (the "Registration Statement"). Capitalized terms used herein
and not otherwise herein defined are used as defined in the Agreement of Limited
Partnership of the Partnership (as Amended and Restated) dated as of
November 18, 1987, as amended by amendments thereto dated as of October 26,
1988, December 12, 1991 and July 22, 1993, respectively (as heretofore in effect
from time to time, the "Partnership Agreement").
In rendering this opinion, we have examined and relied upon copies of
the following documents in the forms provided to us: the Registration
Statement; the Partnership Agreement; the Certificate of Limited Partnership of
the Partnership as filed in the Office of the Secretary of State of the State of
Delaware (the "Recording Office") on November 18, 1987, as amended by a
Certificate of Amendment thereto as filed in the Recording Office on
December 12, 1991; the Alliance Capital Management L.P. Shields/Regent Retention
Unit Bonus Plan Form of Restricted Limited Partnership Units Acquisition
Agreement in the form attached
<PAGE>
as Exhibit No. 4 to the Registration Statement (the "Retention Bonus Agreement")
to be executed by the Partnership and an employee of the Partnership in
connection with the acquisition by such employee of Retention Unit Bonus Plan
Units under the Retention Unit Bonus Plan; and a certification of good standing
of the Partnership issued as of a recent date by the Recording Office. In such
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as copies or drafts of
documents to be executed and the legal competence or capacity of natural persons
or entities (who are or will become signatories thereto) to complete the
execution of documents. We have further assumed for the purposes of this
opinion: (i) the due organization, valid existence and good standing of the
General Partner and the Assignor Limited Partner under the laws of the
jurisdiction of their respective organization; (ii) the due authorization,
execution and delivery by, or on behalf of, each of the parties thereto of the
documents reviewed by us and all documents contemplated by the Partnership
Agreement, the Retention Unit Bonus Plan and the applicable Retention Bonus
Agreement to be executed in connection with the issuance of Retention Unit Bonus
Plan Units and corresponding Limited Partnership Interests; (iii) compliance
with the terms, conditions and restrictions set forth in the Partnership
Agreement, the Registration Statement, the Retention Unit Bonus Plan and the
applicable Retention Bonus Agreement (collectively, the "Operative Documents")
in connection with the issuance of Retention Unit Bonus Plan Units and
corresponding Limited Partnership Interests; (iv) that appropriate notation
of the names and addresses of the Assignor Limited Partner and persons acquiring
Retention Unit Bonus Plan Units under the Retention Unit Bonus Plan (the
"Unitholders") will be made in the books and records of the Partnership in
connection with the issuance of Retention Unit Bonus Plan Units and
corresponding Limited Partnership Interests; (v) that the business of the
Partnership has been and will be conducted in accordance with the terms of the
Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act,
6 DEL. C. SECTION SECTION 17-101 ET SEQ. (the "Delaware Act"); (vi) that, prior
to the issuance of any Retention Unit Bonus Plan Units by the Partnership, the
Partnership will have received an Assignment Determination, Limited Liability
Determination and a Tax Determination with respect to such issuance and that no
person acquiring Retention Unit Bonus Plan Units is an Affiliate (as defined in
the Partnership Agreement) of the General Partner; and (vii) that the documents
examined by us are in full force and effect, set forth the entire understanding
of the parties thereto with respect to the subject matter thereof and have not
been supplemented,
<PAGE>
amended or otherwise modified (and no action in contemplation thereof has been
taken), except as herein referenced. No opinion is expressed herein with
respect to the requirements of, or compliance with, federal or state securities
or blue sky laws. As to any facts material to our opinion, other than those
assumed, we have relied, without independent investigation, on the above-
referenced documents examined by us and the accuracy, as of the date hereof, of
the matters therein contained.
Based on and subject to the foregoing, and limited in all respects to
matters of Delaware law, it is our opinion that:
1. The Partnership is a duly formed and validly existing limited
partnership in good standing under the laws of the State of Delaware.
2. Retention Unit Bonus Plan Units to be issued to employees of the
Partnership or one of the direct or indirect wholly-owned subsidiaries of the
Partnership from time to time, and the corresponding Limited Partnership
Interests to be issued to the Assignor Limited Partner, when issued in
accordance with the terms, conditions and restrictions set forth in the
Operative Documents, will constitute legally issued and fully paid Retention
Unit Bonus Plan Units or Limited Partnership Interests, as the case may be, and
will not be subject to assessment by the Partnership for additional capital
contributions (except as such assessability may be affected by the matters
referenced in paragraph 3, below).
3. No provision of the Partnership Agreement provides for or permits
any Limited Partner or Unitholder (in such capacity, collectively, a "Holder"),
to take action which, under the Delaware Act, would constitute participating in
the control of the business of the Partnership so as to make the Holder taking
such action liable as a general partner for the debts and obligations of the
Partnership and, provided that a Holder in fact does not participate in the
control of the business of the Partnership, the liability of such Holder, in its
capacity as such, under the Delaware Act and the Partnership Agreement will be
limited to an amount not in excess of the sum of (a) any capital contribution
required to be made by such Holder (or its predecessor in interest) under the
Operative Documents in respect of all Limited Partnership Interests or Retention
Unit Bonus Plan Units acquired by such Holder, together with any undistributed
partnership income, profits or property to which such Holder may be entitled on
account of its ownership of Limited Partnership Interests or Retention Unit
Bonus Plan Units; (b) the amount
<PAGE>
of any distribution made to such Holder to the extent the same is required to be
returned to or for the account of the Partnership pursuant to Section 17-607 of
the Delaware Act or the terms of the Partnership Agreement, potentially with
interest; and (c) the amount of any liability of such Holder to the Partnership
by reason of any tax payments made by the Partnership on such Holder's behalf as
provided in Section 9.5 of the Partnership Agreement.
We consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not thereby admit that
we come within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
We understand that David R. Brewer, Jr., Esq., wishes to rely on the
foregoing opinions as to matters of Delaware law in connection with the
rendering by him of an opinion as to the validity of the Retention Unit Bonus
Plan Units, to be attached as an exhibit to the Registration Statement, and we
hereby consent to such reliance. Except as provided in the preceding sentence,
the opinions set forth above are expressed solely for the benefit of the
addressee hereof in connection with the matters contemplated hereby and may
not be relied upon by any other person or entity, or for any other purpose,
without our prior written consent.
Sincerely,
MORRIS, NICHOLS, ARSHT & TUNNELL
/s/ Walter C. Tuthill
---------------------
Walter C. Tuthill
<PAGE>
EXHIBIT 24.3
The General Partner and Unitholders
Alliance Capital Management L.P.
We consent to incorporation by reference in the registration
statement on Form S-8 of Alliance Capital Management L.P. of our reports dated
January 29, 1993, except as to Note 11, which is dated February 26, 1993,
relating to the statements of financial condition of Alliance Capital Management
L.P. and subsidiaries as of December 31, 1992 and 1991, the related statements
of income, partners' capital, and cash flows for each of the years in the three-
year period ended December 31, 1992 and the related schedule of marketable
securities as of December 31, 1992 which reports appear in the December 31, 1992
annual report on Form 10-K, as amended by Form 10-KA, of Alliance Capital
Management L.P.
New York, New York
February 23, 1994
KPMG PEAT MARWICK
<PAGE>
EXHIBIT 25
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/JAMES M. BENSON
-------------------------
James M. Benson
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ALFRED HARRISON
--------------------------
Alfred Harrison
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ JEAN-PIERRE HELLEBUYCK
--------------------------
Jean-Pierre Hellebuyck
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ BENJAMIN D. HOLLOWAY
------------------------
Benjamin D. Holloway
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ CHRISTOPHE DUPONT MADINIER
------------------------------
Christophe Dupont-Madinier
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ JOSEPH J. MELONE
--------------------------
Joseph J. Melone
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ BRIAN S. O'NEIL
--------------------------
Brian S. O'Neil
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ FRANK SAVAGE
-------------------------
Frank Savage
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ PETER G. SMITH
------------------------
Peter G. Smith
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ REBA WHITE WILLIAMS
--------------------------
Reba White Williams
Dated: January 27, 1994
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose signature appears
below hereby revokes all prior powers granted by the undersigned to the extent
inconsistent herewith and constitutes and appoints John D. Carifa, David R.
Brewer, Jr. and Robert H. Joseph, Jr. and each of them, to act severally as
attorneys-in-fact and agents, with power of substitution and resubstitution, of
the undersigned in any and all capacities, solely for the sole purpose of
signing the Registration Statement and any amendments thereto on Form S-8
relating to the Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan and filing the same, with exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact, or their substitute or
substitutes, may do or cause to be done by virtue hereof.
/s/ MADELON DEVOE TALLEY
------------------------
Madelon DeVoe Talley
Dated: January 27, 1994
