ALLIANCE CAPITAL MANAGEMENT LP
8-K, 1995-01-30
INVESTMENT ADVICE
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                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549


                                  FORM 8-K

                               CURRENT REPORT

                        Pursuant to Section 13 or 15(d)
                    of the Securities Exchange Act of 1934


      Date of Report (Date of earliest event reported) January 12, 1995



                  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 Number)


1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK                   10105
- -------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)


                                    212-969-1000
- -------------------------------------------------------------------------------
                (Registrant's telephone number including area code)



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Item 1.     CHANGES IN CONTROL OF REGISTRANT

            Not applicable.

Item 2.     ACQUISITION OR DISPOSITION OF ASSETS

            Not applicable.

Item 3.     BANKRUPTCY OR RECEIVERSHIP

            Not applicable.

Item 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

            Not applicable.

Item 5.     OTHER EVENTS

                  Between January 6 and January 25, 1995, six complaints were
            filed by groups of shareholders of the Alliance North American
            Government Income Trust, Inc. (the "Fund") alleging violations of
            federal securities laws, fraud, negligence, negligent
            misrepresentations and omissions, breach of fiduciary duty and
            breach of contract in connection with the Fund's investments in
            Mexican and Argentine securities.  Four of these actions were filed
            in the United States District Court for the Southern District of
            California, and two actions were filed in the United States District
            Court for the Southern District of New York.

                  Each of the actions is brought against the Fund, Alliance
            Capital Management L.P. ("Partnership"), which is the investment
            adviser to the Fund, and Alliance Capital Management Corporation
            ("ACMC"), the general partner of the Partnership.  Other defendants
            named in certain of the complaints are Alliance Fund Services, Inc.
            (the Fund's transfer agent and a subsidiary of the Partnership) and
            certain officers of the Fund and ACMC.  It is possible that one or
            more additional actions making similar allegations may be filed
            against the Partnership and certain of the other entities and
            persons noted above.

                  Each of the actions seeks to have a plaintiff class certified
            consisting of all shareholders of the Fund who purchased or owned
            shares in the Fund at varying times between February 1992 and
            December 1994.  The actions seek an unspecified amount of damages,
            costs and attorneys fees.  The Partnership believes that the
            allegations in each of the actions are without merit and intends
            to vigorously defend against the claims in the actions.

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Item 6.     RESIGNATIONS OF REGISTRANT'S DIRECTORS

            Not applicable.


Item 7.     FINANCIAL STATEMENTS AND EXHIBITS

            (a)   Financial Statements of Businesses Acquired

                  Not applicable.

            (b)   Pro Forma Financial Information

                  Not applicable.

            (c)   Exhibits

                  Not applicable.


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                                SIGNATURES



      Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                    ALLIANCE CAPITAL MANAGEMENT L.P.

Dated:  January 27, 1995            By:   Alliance Capital Management
                                          Corporation, General Partner



                                    By:   /s/ John D. Carifa
                                          --------------------------
                                          John D. Carifa
                                          President and Chief Operating
                                          Officer

1537kv


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