SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
Alliance Capital Management L.P.
--------------------------------------------
(Name of Issuer)
Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests
--------------------------------------------
(Title of Class of Securities)
018548107
--------------------------------------------
(CUSIP Number)
Richard V. Silver
Senior Vice President
787 Seventh Avenue
New York, New York 10019
(212) 554-1338
--------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Christianne Butte, Head of Central Legal Department
AXA, 40, rue du Colisee
75008 Paris, France
011-331-40-75-57-45
Not Applicable
--------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box [ ] .
Check the following box if a fee is being paid with this
statement [ ] . (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial ownership of
more than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class. See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
continuing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 82)
(Exhibits begin on page 34.)
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 2 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 3 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Finaxa
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 4 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Assurances I.A.R.D. Mutuelle
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 5 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Assurances Vie Mutuelle
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,929
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 6 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Courtage Assurance Mutuelle
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 7 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Alpha Assurances Vie Mutuelle
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 8 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Alpha Assurances I.A.R.D. Mutuelle
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 9 of 82 Pages
- -------------------------- ----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Claude Bebear, as a Trustee
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,929
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 10 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Patrice Garnier, as a Trustee
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,929
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 11 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Henri de Clermont-Tonnerre, as a Trustee
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,929
(Not to be construed as an admission of beneficial ownership)
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 12 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Equitable Companies Incorporated
13-3623351
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 49,999,429
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
49,999,429
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 13 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Equitable Life Assurance Society of the United States
13-5570651
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 49,999,429
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
49,999,429
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,999,429
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
57.38%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 14 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Equitable Holding Corporation
22-2766036
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,261,641
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
12,261,641
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,261,641
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.66%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 15 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Equitable Investment Corporation
13-2694412
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,246,439
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
12,246,439
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,439
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.64%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 16 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ACMC, Inc.
13-2677213
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 33,471,500
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
33,471,500
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
33,471,500
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
40.01%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 018548107 SCHEDULE 13D Page 17 of 82 Pages
- -------------------------- -----------------------
- ---------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Equitable Capital Management Corporation
13-3266813
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 12,246,439
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING ---------------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
12,246,439
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,246,439
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
14.64%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 18 of 82 Pages
This Amendment No. 3 amends and restates in its entirety the
Statement on Schedule 13D ("Schedule 13D") initially filed on August
4, 1992 with the Securities and Exchange Commission, by AXA, Midi
Participations, Finaxa, the Mutuelles AXA (as herein defined) and the
Trustees (as herein defined) of a Voting Trust, as amended by
Amendment No. 1 to the Schedule 13D ("Amendment No. 1") filed on July
29, 1993, and Amendment No. 2 to the Schedule 13D filed on September
14, 1994 ("Amendment No. 2"), each of which was filed by AXA, Midi
Participations, Finaxa, the Mutuelles AXA, the Trustees, The Equitable
Companies Incorporated, The Equitable Life Assurance Society of the
United States, Equitable Holding Corporation, Equitable Investment
Corporation, ACMC, Inc. and Equitable Capital Management Corporation,
which Schedule 13D relates to units representing assignments of
beneficial ownership of limited partnership interests of Alliance
Capital Management L.P., a Delaware limited partnership ("Alliance").
Item 1. Security and Issuer
The class of equity securities to which this statement
relates is the units representing assignments of beneficial ownership
of limited partnership interests (the "Units") of Alliance. The
address of the principal executive offices of Alliance is 1345 Avenue
of the Americas, New York, New York 10105.
Item 2. Identity and Background
This statement is being filed by (i) AXA, a societe anonyme
organized under the laws of France, (ii) Finaxa, a societe anonyme
organized under the laws of France, (iii) AXA Assurances I.A.R.D.
Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle
(formerly known as Uni Europe Assurance Mutuelle), Alpha Assurances
Vie Mutuelle and Alpha Assurances I.A.R.D. Mutuelle, five mutual
insurance companies organized under the laws of France (the "Mutuelles
AXA") which, acting as a group, control Finaxa and AXA, (iv) Claude
Bebear (Chairman and Chief Executive Officer of AXA), Patrice Garnier
(a director of AXA) and Henri de Clermont-Tonnerre (a director of
AXA), as Trustees (the "Trustees") of a Voting Trust (the "Voting
Trust") established pursuant to a Voting Trust Agreement dated as of
May 12, 1992, by and among AXA and the Trustees (the "Voting Trust
Agreement"), (v) The Equitable Companies Incorporated, a Delaware
corporation ("Equitable Holding"), (vi) The Equitable Life Assurance
Society of the
<PAGE>
Page 19 of 82 Pages
United States, a New York stock life insurance company ("Equitable"),
(vii) Equitable Holding Corporation, a Delaware corporation ("EHC"),
(viii) Equitable Investment Corporation, a New York corporation
("EIC"), (ix) ACMC, Inc., a Delaware corporation ("ACMC"), and (x)
Equitable Capital Management Corporation, a Delaware corporation
("ECMC"). AXA, Finaxa, the Mutuelles AXA, the Trustees, Equitable
Holding, Equitable, EHC, EIC, ACMC and ECMC are hereinafter
collectively referred to as the "Reporting Persons".
AXA
AXA is a holding company for an international group of
insurance and related financial service companies. The address of
AXA's principal business and office is 23, avenue Matignon, 75008
Paris, France. As of September 9, 1996, 36.3% of the ordinary shares
(representing 49.1% of the voting power) of AXA were directly
beneficially owned by Finaxa. As of September 9, 1996, the Mutuelles
AXA, in addition to their indirect beneficial ownership of AXA
ordinary shares through Finaxa, directly beneficially owned 5.7% of
AXA's ordinary shares (representing 7.7% of the voting power). In
addition, as of September 9, 1996, 7.8% of the ordinary shares of AXA
without the power to vote were owned by certain subsidiaries of AXA.
Finaxa
Finaxa is a holding company. The address of Finaxa's
principal business and office is 23, avenue Matignon, 75008 Paris,
France. As of September 6, 1996, 61.3% of the voting shares
(representing 73.5% of the voting power) of Finaxa were owned by the
Mutuelles AXA (one of which, AXA Assurances I.A.R.D. Mutuelle, owned
34.8% of the voting shares, representing 40.6% of the voting power),
and 23.7% of the voting shares, (representing 15.0% of the voting
power) of Finaxa were owned by Banque Paribas, a French bank.
The Mutuelles AXA
The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly
known as Uni Europe Assurance Mutuelle), Alpha Assurances Vie Mutuelle
and Alpha Assurances I.A.R.D. Mutuelle. Each of the Mutuelles AXA is a
mutual insurance company organized under the laws of France. The
address of each of the Mutuelles AXA's
<PAGE>
Page 20 of 82 Pages
principal business and office is as follows: (i) for each of AXA
Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, 21, rue
de Chateaudun, 75009 Paris, France; (ii) for each of Alpha Assurances
Vie Mutuelle and Alpha Assurances I.A.R.D. Mutuelle, Tour Franklin,
100-101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France;
and (iii) for AXA Courtage Assurance Mutuelle, 26, rue Louis le Grand,
75002 Paris, France.
The Trustees
In order to ensure, for insurance regulatory purposes, that
certain indirect minority shareholders of AXA are not able to exercise
control over Equitable Holding and certain of its insurance
subsidiaries, AXA has agreed pursuant to the Voting Trust Agreement to
deposit in the Voting Trust the shares of capital stock of Equitable
Holding having voting powers beneficially owned by AXA and certain of
its affiliates. AXA or any such affiliate depositing capital stock in
the Voting Trust will remain the beneficial owner of all capital stock
deposited by it in the Voting Trust, but during the term of the Voting
Trust the Trustees will exercise all voting rights with respect to
such capital stock. Additional information relating to the Voting
Trust Agreement is set forth in the Schedule 13D filed by AXA with
respect to its ownership of the capital stock of Equitable Holding.
Information with respect to the Trustees is set forth on
Exhibit 1 hereto since the Trustees are all members of AXA's Conseil
d'Administration.
Equitable Holding and Subsidiaries
Equitable Holding is a holding company. As of September 6,
1996, approximately 60.7% of the outstanding shares of common stock as
well as certain shares of convertible preferred stock of Equitable
Holding were beneficially owned by AXA. Equitable Holding and its
subsidiaries (including Equitable, a wholly-owned subsidiary) provide
diversified financial services to a broad spectrum of insurance,
investment management and investment banking customers. ACMC is a
wholly-owned subsidiary of Equitable. EHC is a wholly-owned subsidiary
of Equitable which in turn wholly-owns EIC, which in turn wholly-owns
ECMC. ECMC, ACMC, EIC, EHC and Equitable Holding are holding
companies. The address of the principal business and principal office
of Equitable Holding,
<PAGE>
Page 21 of 82 Pages
Equitable, EIC, ACMC and ECMC is 787 Seventh Avenue, New York, New
York 10019. The address of the principal business and principal office
of EHC is 200 Plaza Drive, 2nd Floor, Secaucus, New Jersey 07096-1583.
The (i) name, (ii) residence or business address, (iii)
present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted and (iv) citizenship of each of the
executive officers and directors of each of the Reporting Persons are
set forth on Exhibits 1 through 13 hereto. None of the Reporting
Persons nor, to the knowledge of any Reporting Person, any natural
person named in Exhibit 1 through 13 hereto has, during the last five
years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of which any such Reporting Person or
person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
See response to Item 4.
Item 4. Purpose of Transaction
Alliance was organized as a master limited partnership in
1987 to succeed to the business of ACMC, Inc., a Delaware corporation
then a subsidiary of Equitable, which began providing investment
management services in 1971. On April 21, 1988, the business and
substantially all of the operating assets of ACMC were conveyed to
Alliance in exchange for a 1% general partnership interest in Alliance
and approximately 55% of the then outstanding Units.
Equitable and its subsidiaries have acquired for cash
beneficial ownership of additional Units subsequent to the formation
of Alliance in order to finance sales of shares of mutual funds for
which Alliance is the investment adviser. Additional Units were also
acquired by Equitable and its subsidiaries in order to provide
Alliance with additional capital to take advantage of growth
opportunities and strategic global alliances, including Units acquired
by Equitable Life as consideration for property transferred to
<PAGE>
Page 22 of 82 Pages
Alliance by Equitable Life and Units acquired for cash in order to
provide capital to Alliance for the acquisition in 1993 of Shields
Asset Management, Incorporated and its wholly-owned subsidiary, Regent
Investor Services, Incorporated. In the future, the Reporting Persons
may acquire additional Units or dispose of Units.
Under current law, Alliance, as a partnership, generally is
not subject to Federal income tax. However, current law also provides
that, as a consequence of the public trading of Units, Alliance will
be treated as a corporation for Federal income tax purposes beginning on
January 1, 1998. The Reporting Persons have begun to examine possible
actions, if any, which might be responsive to this change in
Alliance's tax status. It is possible that such examination will
result in one or more proposals that may relate to or result in one or
more of the actions described in Item 4 (a)-(j) of Schedule 13D. There
can be no assurance that any such proposal will be made or, if made,
as to the timing or nature thereof.
Except as set forth in this statement, none of the Reporting
Persons has any plan or proposals described in Item 4(a)-(j) of
Schedule 13D.
Item 5. Interest in the Securities of the Issuer.
(a),(b) Equitable beneficially owns directly 2,266,288 Units
representing 2.71% of the Units outstanding. ACMC beneficially owns
directly 33,471,500 Units representing 40.01% of the Units
outstanding. ECMC beneficially owns directly 12,246,439 Units
(including a Class A Limited Partnership Interest convertible
currently into 446,439 Units), representing 14.64% of the Units
outstanding. Equitable, ACMC and ECMC have the sole power to vote or
direct the vote and the sole power to dispose or direct the
disposition of each of their respective Units. In addition, Donaldson,
Lufkin & Jenrette Securities Corporation ("DLJ"), 80.2% of the shares
of common stock of which are directly and indirectly owned by
Equitable Holding, may be deemed, directly or indirectly, to be the
beneficial owner of 15,202 Units, acquired solely for investment
purposes on behalf of client discretionary accounts. By reason of its
ownership interest in ECMC, EIC may be deemed to beneficially own
indirectly, and to have voting and dispositive power with respect to,
the 12,246,439 Units (including the Class A Limited Partnership
Interest convertible currently into 446,439 Units) owned by ECMC,
<PAGE>
Page 23 of 82 Pages
representing 14.64% of the Units outstanding. By reason of its
ownership interest in ECMC and DLJ, EHC may be deemed to beneficially
own indirectly, and to have voting and dispositive power with respect
to 12,261,641 Units including the 12,246,439 Units (including the
Class A Limited Partnership Interest convertible currently into
446,439 Units) owned by ECMC and the 15,202 Units held in DLJ client
discretionary accounts, representing 14.66% of the Units outstanding.
By reason of its ownership interest in ACMC, ECMC and DLJ, Equitable
may be deemed to beneficially own indirectly, and to have voting and
dispositive power with respect to, the 33,471,500 Units owned by ACMC,
the 12,246,439 Units (including the Class A Limited Partnership
Interest convertible currently into 446,439 Units) owned by ECMC, the
15,202 Units acquired on behalf of client discretionary accounts by
DLJ which, together with the 2,266,288 Units owned directly by
Equitable, represent 57.38% of the Units outstanding. By reason of its
ownership interest in ACMC, ECMC, DLJ and Equitable, Equitable Holding
may be deemed to beneficially own indirectly, and to have voting and
dispositive power with respect to, the 33,471,500 Units owned by ACMC,
the 12,246,439 Units (including the Class A Limited Partnership
Interest convertible currently into 446,439 Units) owned by ECMC, the
2,266,288 Units owned directly by Equitable and the 15,202 Units
acquired on behalf of client discretionary accounts by DLJ,
representing 57.38% of the Units outstanding.
AXA, by virtue of its ownership of 60.7% of the outstanding
shares of common stock of Equitable Holding, may be deemed to
beneficially own all of the Units of Alliance owned indirectly by
Equitable Holding. By reason of the Voting Trust Agreement, the
Trustees may also be deemed to be beneficial owners of such Units. In
addition, the Mutuelles AXA, as a group, and Finaxa may be deemed to
be beneficial owners of such Units. Each of AXA, Finaxa, the Mutuelles
AXA and the Trustees expressly declares that the filing of this
Schedule 13D shall not be construed as an admission that it is, for
purposes of Section 13(d) of the Securities Exchange Act of 1934, as
amended, the beneficial owner of such Units.
AXA, by reason of its relationship with Equitable Holding,
may be deemed to share the power to vote or direct the vote and to
dispose or direct the disposition of all of the Units beneficially
owned by Equitable Holding. By reason of the Voting Trust arrangement,
the Trustees may be deemed and, by reason of their relationship with
AXA, the
<PAGE>
Page 24 of 82 Pages
Mutuelles AXA, as a group, and Finaxa 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 Equitable Holding.
To the knowledge of the Reporting Persons, the following
directors and executive officers of the Reporting Persons listed in
Exhibit 1 through 13 hereto beneficially own the following number of
outstanding Units and options or other rights to acquire Units
presently or within sixty days:
Richard H. Jenrette 10,000 Units
Arthur L. Liman 1,000 Units
William T. McCaffrey 1,000 Units
Joseph J. Melone 5,000 Units
Peter D. Noris 1,000 Units
Jerry M. de St. Paer 500 Units
George J. Sella, Jr. 6,000 Units
John S. Chalsty 9,000 Units
Dave Williams 1,144,456 Units (80,000 of which
are owned by his spouse, Reba
Williams)
Other than as described above, none of the Reporting Persons
beneficially owns any Units or options or other rights to acquire
Units presently or within sixty days and, to the knowledge of the
Reporting Persons, none of the persons listed in Exhibits 1 through 13
hereto beneficially owns any Units or options and other rights to
acquire Units within sixty days.
(c) No transactions in the Units have been effected during
the past 60 days by the Reporting Persons, or, to the knowledge of the
Reporting Persons, any natural person named in Exhibit 1 through 13
hereto.
(d) Not applicable.
(e) Midi Participations, formerly a reporting person as to
this statement, was merged into AXA on May 9, 1996.
<PAGE>
Page 25 of 82 Pages
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to the Securities of
the Issuer.
As provided in the Amended and Restated Transfer Agreement
dated as of February 23, 1993, as amended and restated on May 28,
1993 (the "Transfer Agreement"), the Class A Limited Partnership
Interest has been created as a mechanism to increase the value of
ECMC's interest in Alliance to reflect the value of certain assets,
which provide for the payment of incentive fees over time, as the
value of those assets is realized by Alliance or its subsidiaries
during the period beginning with Alliance's fiscal year beginning in
1993, and ending December 31, 1997. For 1995, the most recently
completed fiscal year of Alliance, the Class A Limited Partnership
Interest had a Unit Sharing Equivalent (as such term is defined in the
Transfer Agreement) equal to 446,439 Units.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Information with respect to Executive
Officers of AXA and Members of AXA's Conseil
d'Administration
Exhibit 2 Information with respect to Executive
Officers of Finaxa and Members of Finaxa's
Conseil d'Administration.
Exhibit 3 Information with respect to Executive
Officers of AXA Assurances I.A.R.D. Mutuelle
and Members of AXA Assurances I.A.R.D.
Mutuelle's Conseil d'Administration
Exhibit 4 Information with respect to Executive
Officers of AXA Assurances Vie Mutuelle and
Members of AXA Assurances Vie Mutuelle's
Conseil d'Administration
Exhibit 5 Information with respect to Executive
Officers of Axa Courtage Assurance Mutuelle
and Members of Axa Courtage Assurance Mutuelle's
Conseil d'Administration
Exhibit 6 Information with respect to Executive
Officers of Alpha Assurances Vie Mutuelle
and Members of Alpha Assurances Vie Mutuelle's
Conseil d'Administration
<PAGE>
Page 26 of 82 Pages
Exhibit 7 Information with respect to Executive
Officers of Alpha Assurances I.A.R.D.
Mutuelle and Members of Alpha Assurances
I.A.R.D. Mutuelle's Conseil d'Administration
Exhibit 8 Information with respect to the Executive
Officers and Directors of The Equitable
Companies Incorporated
Exhibit 9 Information with respect to the Executive
Officers and Directors of The Equitable Life
Assurance Society of the United States
Exhibit 10 Information with respect to the Executive
Officers and Directors of Equitable Holding
Corporation
Exhibit 11 Information with respect to the Executive
Officers and Directors of Equitable
Investment Corporation
Exhibit 12 Information with respect to the Executive
Officers and Directors of ACMC, Inc.
Exhibit 13 Information with respect to the Executive
Officers and Directors of Equitable Capital
Management Corporation
Exhibit 14 Filing Agreement with respect to the Schedule 13D
among the Reporting Persons (Incorporated by
Reference to Exhibit 17 of the Schedule 13D filed
on August 4, 1992)
Exhibit 15 Powers of Attorney with respect to the
Schedule 13D
Exhibit 16 Amended and Restated Transfer Agreement dated
as of February 23, 1993, as amended and
restated on May 28, 1993 (Incorporated by
Reference to Exhibit 19 filed with Amendment
No. 1 to the Schedule 13D filed on
July 29, 1993)
<PAGE>
Page 27 of 82 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1996
AXA
Finaxa
AXA Assurances I.A.R.D. Mutuelle
AXA Assurances Vie Mutuelle
AXA Courtage Assurance Mutuelle
Alpha Assurances I.A.R.D. Mutuelle
Alpha Assurances Vie Mutuelle
Claude Bebear, Patrice Garnier and
Henri de Clermont-Tonnerre, as
Trustees under the Voting Trust
Agreement
by
/s/ Richard V. Silver
-------------------------
Name: Richard V. Silver
Title: Attorney-in-Fact
<PAGE>
Page 28 of 82 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1996
THE EQUITABLE COMPANIES
INCORPORATED
by
/s/ Richard V. Silver
---------------------------
Name: Richard V. Silver
Title: Senior Vice President
<PAGE>
Page 29 of 82 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1996
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
by
/s/ Richard V. Silver
----------------------------
Name: Richard V. Silver
Title: Senior Vice President
<PAGE>
Page 30 of 82 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1996
EQUITABLE HOLDING CORPORATION
by
/s/ Edward J. Hayes
----------------------------
Name: Edward J. Hayes
Title: President and Chief
Executive Officer
<PAGE>
Page 31 of 82 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1996
EQUITABLE INVESTMENT
CORPORATION
by
/s/ Richard V. Silver
----------------------------
Name: Richard V. Silver
Title: Senior Vice President
<PAGE>
Page 32 of 82 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1996
ACMC, INC.
by
/s/ Louis M. Ocone
----------------------------
Name: Louis M. Ocone
Title: Executive Vice
President and Chief
Financial Officer
<PAGE>
Page 33 of 82 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is
true, complete and correct.
Date: October 18, 1996
EQUITABLE CAPITAL MANAGEMENT
CORPORATION
by
/s/ Louis M. Ocone
----------------------------
Name: Louis M. Ocone
Title: Executive Vice
President and Chief
Financial Officer
<PAGE>
Page 34 of 82 Pages
Exhibit 1
Executive Officers and
Members of Conseil d'Administration
of
AXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA and their business
addresses and principal occupations are set forth below. If no address
is given, the Member's or Executive Officer's business address is that
of AXA at 23, avenue Matignon, 75008 Paris, France. Unless otherwise
indicated, each occupation set forth opposite an individual's name
refers to AXA and each individual is a citizen of the Republic of
France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief
Executive Officer
* Antoine Bernheim General Partner, Lazard
121, boulevard Haussman, Freres et Cie (investment
75008 Paris France banking); Chairman,
Assicurazioni Generali
S.p.A. (insurance)
Henri de Castries Executive Vice President,
Financial Services and
Life Insurance Activities
outside France
Francoise Colloc'h Executive Vice President,
Human Resources and Public
Relations
* Henri de Clermont-Tonnerre Chairman, Societe
90, rue de Miromesnil d'Armement et de
75008 Paris, France Navigation Charles
Schiaffino
(transportation)
<PAGE>
Page 35 of 82 Pages
* David Dautresme General Partner, Lazard
121, boulevard Haussman Freres et Cie (investment
75008 Paris, France banking)
* Jean-Rene Fourtou Chairman and Chief
25, quai Paul Doumer Executive Officer, Rhone-
92408 Courbevoie, France Poulenc S.A. (industry)
* Michel Francois-Poncet Chairman of the
3, rue d'Autin Supervisory Board of
75002 Paris, France Compagnie Financiere
Paribas and Banque Paribas
(financial services and
banking)
* Patrice Garnier Retired
* Anthony J. Hamilton (1) Group Chairman, Fox-Pitt,
35 Wilson Street Kelton Limited (Finance)
London, England EC2M 2SJ
* Henri Hottinguer (2) Chairman and Chief
38, rue de Provence Executive Officer, Banque
75009 Paris, France Hottinguer (banking)
* Richard H. Jenrette (3) Retired Chairman, The
787 Seventh Avenue Equitable Companies
New York, New York 10019 Incorporated
* Henri Lachmann Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor
67000 Strasbourg, France Facom (office furniture)
Gerard de la Martiniere Executive Vice President,
Chief Financial Officer
* Didier Pineau-Valencienne Chairman and Chief
64-70, avenue Jean Executive Officer,
Baptiste Clement Schneider S.A. (electric
92646 Boulogne Cedex, equipment)
France
<PAGE>
Page 36 of 82 Pages
Claude Tendil Executive Vice President,
French Insurance
Activities and Non-Life
and Composite Insurance
Activities outside France
--------------------
* Member, Conseil
d'Administration
(1) Citizen of the United
Kingdom
(2) Citizen of Switzerland
(3) Citizen of the United
States of America
<PAGE>
Page 37 of 82 Pages
Exhibit 2
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of Finaxa and their
business addresses and principal occupations are set forth below. If
no address is given, the Member's or Executive Officer's business
address is that of Finaxa at 23, avenue Matignon, 75008 Paris, France.
Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to Finaxa and each individual is a citizen of
the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman and Chief
Executive Officer;
Chairman and Chief
Executive Officer, AXA
* Henri de Castries Executive Vice President,
Financial Services and
Life Insurance Activities
outside France, AXA
* Henri de Clermont-Tonnerre Chairman, Societe
90, rue de Miromesnil d'Armement et de
75008 Paris, France Navigation Charles
Schiaffino
(transportation)
* Jean-Rene Fourtou Chairman and Chief
25, quai Paul Doumer Executive Officer, Rhone-
92408 Courbevoie, France Poulenc S.A. (industry)
* Patrice Garnier Retired
<PAGE>
Page 38 of 82 Pages
* Henri Hottinguer (1) Chairman and Chief
38, rue de Provence Executive Officer, Banque
75009 Paris, France Hottinguer (banking)
* Paul Hottinguer (1) Assistant Chairman and
38, rue de Provence Chief Executive Officer,
75009 Paris, France Banque Hottinguer (banking)
* Henri Lachmann Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor
67000 Strasbourg, France Facom (office furniture)
Gerard de la Martiniere Executive Officer;
Executive Vice President,
Chief Financial Officer,
AXA
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
-------------------------
* Member, Conseil
d'Administration
(1) Citizen of Switzerland
<PAGE>
Page 39 of 82 Pages
Exhibit 3
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the
names and titles of the Executive Officers of AXA Assurances I.A.R.D.
Mutuelle and their business addresses and principal occupations are
set forth below. If no address is given, the Member's or Executive
Officer's business address is that of AXA Assurances I.A.R.D. Mutuelle
at 21, rue de Chateaudun, 75009 Paris, France. Unless otherwise
indicated, each occupation set forth opposite an individual's name
refers to AXA Assurances I.A.R.D. Mutuelle and each individual is a
citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman; Chairman and
23, avenue Matignon Chief Executive Officer, AXA
75008 Paris, France
Jean-Luc Bertozzi Executive Officer
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities
outside France, AXA
* Jean-Pierre Chaffin Manager, Federation de la
5, rue la Bruyere Metallurgie (industry)
75009 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief
25, quai Paul Doumer Executive Officer, Rhone-
92408 Courbevoie, France Poulenc S.A. (industry)
<PAGE>
Page 40 of 82 Pages
* Patrice Garnier Retired
* Henri Lachmann Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor
67000 Strasbourg, France Facom (office furniture)
* Francois Richer Retired
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities
outside France, AXA
* Nicolas Thiery Chairman and Chief
6 Cite de la Chapelle Executive Officer,
75018 Paris, France Etablissements Jaillard
(management consulting)
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France
76301 Sotteville les S.A. (coffee importing and
Rouen, France processing)
- ----------------------------------
* Member, Conseil
d'Administration
<PAGE>
Page 41 of 82 Pages
Exhibit 4
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and
the names and titles of the Executive Officers of AXA Assurances
Vie Mutuelle and their business addresses and principal occupations
are set forth below. If no address is given, the Member's or
Executive Officer's business address is that of AXA Assurances Vie
Mutuelle at 21, rue de Chateaudun, 75009 Paris, France. Unless
otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA Assurances Vie Mutuelle and each
individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman; Chairman and
23, avenue Matignon Chief Executive Officer, AXA
75008 Paris, France
Jean-Luc Bertozzi Executive Officer
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities
outside France, AXA
* Jean-Pierre Chaffin Manager, Federation de la
5, rue la Bruyere Metallurgie (industry)
75009 Paris, France
* Henri de Clermont-Tonnerre Chairman, Societe
90, rue de Miromesnil d'Armement et de Navigation
75008 Paris, France Charles Schiaffino
(transportation)
* Gerard Coutelle Retired
<PAGE>
Page 42 of 82 Pages
* Jean-Rene Fourtou Chairman and Chief
25, quai Paul Doumer Executive Officer, Rhone-
92408 Courbevoie, France Poulenc S.A. (industry)
* Henri Lachmann Vice Chairman; Chairman and
56, rue Jean Giraudoux Chief Executive Officer,
67000 Strasbourg, France Strafor Facom (office
furniture)
* Francois Richer Retired
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities
outside France, AXA
* Nicolas Thiery Chairman and Chief
6 Cite de la Chapelle Executive Officer,
75018 Paris, France Etablissements Jaillard
(management consulting)
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France
76301 Sotteville les Rouen, S.A. (coffee importing and
France processing)
- ------------------------------
* Member, Conseil
d'Administration
<PAGE>
Page 43 of 82 Pages
Exhibit 5
Executive Officers and
Members of Conseil d'Administration
of
AXA COURTAGE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration and
the names and titles of the Executive Officers of AXA Courtage
Assurance Mutuelle and their business addresses and principal
occupations are set forth below. If no address is given, the
Member's or Executive Officer's business address is that of AXA
Courtage Assurance Mutuelle at 26, rue Louis le Grand, 75002 Paris,
France. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to AXA Courtage Assurance
Mutuelle and each individual is a citizen of the Republic of
France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman; Chairman and
23, avenue Matignon Chief Executive Officer, AXA
75008 Paris, France
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities
outside France, AXA
* Francis Cordier Chairman and Chief
rue Nicephone Niepce BP 232 Executive Officer, Group
76304 Sotteville Les Rouen, Demay Lesieur (food
France industry)
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief
25, quai Paul Doumer Executive Officer, Rhone-
92408 Courbevoie, France Poulenc S.A. (industry)
* Patrice Garnier Retired
<PAGE>
Page 44 of 82 Pages
* Henri Lachmann Vice Chairman; Chairman and
56, rue Jean Giraudoux Chief Executive Officer,
67000 Strasbourg, France Strafor Facom (office
furniture)
* Francis Magnan Chairman and Chief
50, boulevard des Dames Executive Officer, Groupe
13002 Marseille, France Daher (air and sea
transportation)
* Jean de Ribes Chief Executive Officer,
13, rue Notre Dame des Banque Rivaud (banking)
Victoires 75008 Paris, France
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Jean-Paul Saillard Corporate Secretary, AXA
23, avenue Matignon
75008 Paris, France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities
outside France, AXA
- -------------------------------
* Member, Conseil
d'Administration
<PAGE>
Page 45 of 82 Pages
Exhibit 6
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and
the names and titles of the Executive Officers of Alpha Assurances
Vie Mutuelle and their business addresses and principal occupations
are set forth below. If no address is given, the Member's or
Executive Officer's business address is that of Alpha Assurances
Vie Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu, Cedex
11, 92042 Paris La Defense, France. Unless otherwise indicated,
each occupation set forth opposite an individual's name refers to
Alpha Assurances Vie Mutuelle and each individual is a citizen of
the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman; Chairman and
23, avenue Matignon Chief Executive Officer, AXA
75008 Paris, France
* Henri Brischoux Corporate Secretary, G.I.E.
21, rue de Chateaudun, AXA France
75009 Paris, France
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities
outside France, AXA
* Henri de Clermont-Tonnerre Chairman, Societe
90, rue de Miromesnil d'Armement et de Navigation
75008 Paris, France Charles Schiaffino
(transportation)
<PAGE>
Page 46 of 82 Pages
* Bernard Cornille Audit Manager, AXA Assurances
21, rue de Chateaudun
75009 Paris France
* Claude Fath Executive Officer
* Jean-Rene Fourtou Chairman and Chief
25, quai Paul Doumer Executive Officer, Rhone-
92408 Courbevoie, France Poulenc S.A. (industry)
* Patrice Garnier Retired
* Henri Lachmann Vice Chairman; Chairman and
56, rue Jean Giraudoux Chief Executive Officer,
67000 Strasbourg, France Strafor Facom (office
furniture)
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities
outside France, AXA
* Francis Vaudour Chief Executive Officer,
14, boulevard Industriel Segafredo Zanetti France
76301 Sotteville les Rouen S.A. (coffee importing and
France processing)
- ------------------------------
* Member, Conseil
d'Administration
<PAGE>
Page 47 of 82 Pages
Exhibit 7
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and
the names and titles of the Executive Officers of Alpha Assurances
I.A.R.D. Mutuelle and their business addresses and principal
occupations are set forth below. If no address is given, the
Member's or Executive Officer's business address is that of Alpha
Assurances I.A.R.D. Mutuelle at Tour Franklin, 100/101 Terrasse
Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless
otherwise indicated, each occupation set forth opposite an
individual's name refers to Alpha Assurances I.A.R.D. Mutuelle and
each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman; Chairman and
23, avenue Matignon Chief Executive Officer, AXA
75008 Paris, France
* Henri Brischoux Manager, AXA Assurances
21, rue de Chateaudun
75009 Paris, France
* Henri de Castries Executive Vice President,
23, avenue Matignon Financial Services and Life
75008 Paris, France Insurance Activities
outside France, AXA
* Henri de Clermont-Tonnerre Chairman, Societe
90, rue de Miromesnil d'Armement et de Navigation
75008 Paris, France Charles Schiaffino
(transportation)
<PAGE>
Page 48 of 82 Pages
* Bernard Cornille Audit Manager, AXA
21, rue de Chateaudun Assurances
75009 Paris, France
* Claude Fath Executive Officer
* Patrice Garnier Retired
* Henri Lachmann Vice Chairman; Chairman and
56, rue Jean Giraudoux Chief Executive Officer,
67000 Strasbourg, France Strafor Facom (office
furniture)
* Claude Peter Retired
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Claude Tendil Chief Executive Officer;
21, rue de Chateaudun Executive Vice President,
75009 Paris, France French Insurance Activities
and Non-Life and Composite
Insurance Activities
outside France, AXA
- ------------------------------
* Member, Conseil
d'Administration
<PAGE>
Page 49 of 82 Pages
Exhibit 8
Executive Officers and Directors
of
The Equitable Companies Incorporated
The names of the Directors and the names and titles of
the Executive Officers of The Equitable Companies Incorporated
("EQ") and their business addresses and principal occupations are
set forth below. If no address is given, the Director's or
Executive Officer's business address is that of EQ at 787 Seventh
Avenue, New York, New York 10019. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to EQ and
each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear (1) Chairman of the Board;
AXA Chairman and Chief
23, avenue Matignon Executive Officer, AXA
75008 Paris, France
* James M. Benson Senior Executive Vice
President and Chief
Operating Officer;
President and Chief
Executive Officer, The
Equitable Life Assurance
Society of the United
States
* Henri de Castries (1) Vice Chairman of the
AXA Board; Executive Vice
23, avenue Matignon President, Financial
75008 Paris, France Services and Life
Insurance Activities
outside France, AXA
<PAGE>
Page 50 of 82 Pages
* John S. Chalsty Chairman and Chief
Donaldson, Lufkin & Executive Officer,
Jenrette, Inc. Donaldson, Lufkin &
277 Park Avenue Jenrette, Inc.
New York, NY 10172
Jerry M. de St. Paer Senior Executive Vice
President and Chief
Financial Officer;
Executive Vice President,
The Equitable Life
Assurance Society of the
United States
* Joseph L. Dionne Chairman and Chief
The McGraw Hill Companies Executive Officer, The
1221 Avenue of the Americas McGraw Hill Companies
New York, NY 10020 (publishing)
* William T. Esrey Chairman of the Board and
Sprint Corporation Chief Executive Officer,
P.O. Box 11315 The Sprint Corporation
Kansas City, MO 64112 (telecommunications)
* Jean-Rene Fourtou (1) Chairman and Chief
Rhone-Poulenc S.A. Executive Officer, Rhone-
25 quai Paul Doumer Poulenc S.A. (industry)
92408 Courbevoie,
France
Robert E. Garber Executive Vice President
and General Counsel
* Donald J. Greene Partner, LeBoeuf, Lamb,
LeBoeuf, Lamb, Greene & Greene & MacRae (law firm)
MacRae
125 West 55th Street
New York, NY 10019
<PAGE>
Page 51 of 82 Pages
* Anthony J. Hamilton (2) Group Chairman, Fox-Pitt,
35 Wilson Street Kelton Limited (Finance)
London, England EC2M 2SJ
* John T. Hartley Retired Chairman and
Harris Corporation Chief Executive Officer,
1025 Nasa Boulevard Harris Corporation
Melbourne, FL 32919 (manufacturer of
electronic, telephone and
copying systems)
* John H. F. Haskell, Jr Director and Managing
Dillon, Read & Co., Inc. Director, Dillon, Read &
535 Madison Avenue Co., Inc. (investment
New York, NY 10028 banking firm)
* W. Edwin Jarmain (3) President, Jarmain Group
Jarmain Group Inc. Inc. (private investment
95 Wellington St. West holding company)
Suite 805
Toronto, Ontario M5J 2N7
Canada
* Winthrop Knowlton Chairman, Knowlton
Knowlton Brothers, Inc. Brothers, Inc. (private
530 Fifth Avenue investment firm);
New York, NY 10036 President and Chief
Executive Officer,
Knowlton Associates, Inc.
(consulting firm)
* Arthur L. Liman Partner, Paul, Weiss,
Paul, Weiss, Rifkind, Rifkind, Wharton &
Wharton & Garrison Garrison (law firm)
1285 Avenue of the Americas
New York, NY 10019
<PAGE>
Page 52 of 82 Pages
William T. McCaffrey Executive Vice President
and Chief Administrative Officer;
Senior Executive Vice President
and Chief Operating Officer,
The Equitable Life Assurance Society
of the United States
* Joseph J. Melone Chief Executive Officer
and President; Chairman
of the Board, The
Equitable Life Assurance
Society of the United
States
Peter D. Noris Executive Vice President
and Chief Investment
Officer; Executive Vice
President and Chief
Investment Officer, The
Equitable Life Assurance
Society of the United
States
* Didier Pineau-Valencienne Chairman and Chief
64-70, avenue Jean Baptiste Executive Officer,
Clement Schneider S.A. (electric
92646 Boulogne Cedex, France equipment)
* George J. Sella, Jr. Retired Chairman,
American Cyanamid Company President and Chief
P.O. Box 3017 Executive Officer,
Newton, NJ 07860 American Cyanamid Company
(manufacturer
pharmaceutical products
and agricultural products)
<PAGE>
Page 53 of 82 Pages
Jose Suquet Executive Vice President;
Executive Vice President
and Chief Agency Officer;
The Equitable Life
Assurance Society of the
United States
Stanley B. Tulin Executive Vice President;
Senior Executive Vice
President and Chief
Financial Officer, The
Equitable Life Assurance
Society of the United
States
* Dave H. Williams Chairman and Chief
Alliance Capital Executive Officer,
Management Corporation Alliance Capital
1345 Avenue of the Americas Management Corp.
New York, NY 10105 (investment company)
* Director
(1) Citizen of the Republic of
France
(2) Citizen of United Kingdom
(3) Citizen of Canada
<PAGE>
Page 54 of 82 Pages
Exhibit 9
Executive Officers and Directors
of
The Equitable Life Assurance Society of the United States
The names of the Directors and the names and titles of
the Executive Officers of The Equitable Life Assurance Society of
the United States ("Equitable") and their business addresses and
principal occupations are set forth below. If no address is given,
the Director's or Executive Officers' business address is that of
Equitable at 787 Seventh Avenue, New York, New York 10019. Unless
otherwise indicated, each occupation set forth opposite an
individual's name refers to Equitable and each individual is a
United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear (1) Chairman and Chief Executive
AXA Officer, AXA
23, avenue Matignon
75008 Paris, France
* James M. Benson President and Chief
Executive Officer; Senior
Executive Vice President and
Chief Operating Officer, The
Equitable Companies
Incorporated
* Christopher J. Brocksom Chief Executive Officer, AXA
(2) Equity and Law Life
AXA Equity and Law Assurance Society
Amersham Road
High Wycombe
Buckinghamshire HP13 5AL
England
* Francoise Colloc'h Executive Vice President,
AXA S.A. Culture, Management and
23, avenue Matignon Public Relations, AXA
75008 Paris, France
<PAGE>
Page 55 of 82 Pages
* Henri de Castries (1) Executive Vice President,
AXA Financial Services and Life
23, avenue Matignon Insurance Activities
75008 Paris, France (outside of France), AXA
* Jerry M. de St. Paer Executive Vice President;
Senior Executive Vice
President and Chief
Financial Officer, The
Equitable Companies
Incorporated
* Joseph L. Dionne Chairman and Chief Executive
The McGraw-Hill Companies Officer, The McGraw-Hill
1221 Avenue of the Companies (publishing)
Americas
New York, NY 10020
* William T. Esrey Chairman of the Board and
Sprint Corporation Chief Executive Officer, The
P.O. Box 11315 Sprint Corporation
Kansas City, MO 64112 (telecommunications)
* Jean-Rene Fourtou (1) Chairman and Chief Executive
Rhone-Poulenc S.A. Officer,
25 quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie,
France
* Norman C. Francis President, Xavier University
Xavier University of of Louisiana
Louisiana
7235 Palmetto Street
New Orleans, LA 70125
Robert E. Garber Executive Vice President and
General Counsel; Executive
Vice President and General
Counsel, The Equitable
Companies Incorporated
<PAGE>
Page 56 of 82 Pages
* Donald J. Greene Partner, LeBoeuf, Lamb,
LeBoeuf, Lamb, Greene & Greene & MacRae (law firm)
MacRae
125 West 55th Street
New York, NY 10019
* John T. Hartley Retired Chairman and Chief
Harris Corporation Executive Officer, Harris
1025 Nasa Boulevard Corporation (manufacturer of
Melbourne, FL 32919 electronic, telephone and
copying systems)
* John H.F. Haskell, Jr. Director and Managing
Dillon, Read & Co., Inc. Director, Dillon Read & Co.,
535 Madison Avenue Inc. (investment banking
New York, NY 10028 firm)
* W. Edwin Jarmain (3) President, Jarmain Group
Jarmain Group Inc. Inc. (private investment
95 Wellington St. West holding company)
Suite 805
Toronto, Ontario M5J 2N7
Canada
* G. Donald Johnston Jr. Retired Chairman and Chief
184-400 Ocean Rd. Executive Officer, JWT
John's Island Group, Inc. (advertising)
Vero Beach, FL 32963
* Winthrop Knowlton Chairman, Knowlton Brothers,
Knowlton Brothers, Inc. Inc. (private investment
530 Fifth Avenue firm); President and Chief
New York, NY 10036 Executive Officer, Knowlton
Associates, Inc. (consulting
firm)
* Arthur L. Liman Partner, Paul, Weiss,
Paul, Weiss, Rifkind, Rifkind, Wharton & Garrison
Wharton & Garrison (law firm)
1285 Avenue of the
Americas
New York, NY 10019
<PAGE>
Page 57 of 82 Pages
* George T. Lowy Counselor-at-Law, Partner,
Cravath, Swaine & Moore Cravath, Swaine & Moore (law
825 Eighth Avenue firm)
New York, NY 10019
* William T. McCaffrey Senior Executive Vice
President and Chief
Operating Officer; Executive
Vice President and Chief
Administrative Officer, The
Equitable Companies
Incorporated
* Joseph J. Melone Chairman of the Board;
President and Chief
Executive Officer, The
Equitable Companies
Incorporated
Peter D. Noris Executive Vice President and
Chief Investment Officer;
Executive Vice President and
Chief Investment Officer,
The Equitable Companies
Incorporated
* Didier Pineau-Valencienne Chairman and Chief Executive
64-70, avenue Jean Officer, Schneider S.A.
Baptiste Clement (electric equipment)
92646 Boulogne Cedex,
France
* George J. Sella, Jr. Retired Chairman and Chief
American Cyanamid Company Executive Officer, American
P.O. Box 3017 Cyanamid Company
Newton, NJ 07860 (manufacturer pharmaceutical
products and agricultural
products)
Jose Suquet Executive Vice President and
Chief Agency Officer;
Executive Vice President,
The Equitable Companies
Incorporated
<PAGE>
Page 58 of 82 Pages
Stanley B. Tulin Senior Executive Vice
President and Chief
Financial Officer; Executive
Vice President, The
Equitable Companies
Incorporated
* Dave H. Williams Chairman and Chief Executive
Alliance Capital Officer, Alliance Capital
Management Corporation Management Corporation
1345 Avenue of the (investment company)
Americas
New York, NY 10105
- ------------------------
* Director
(1) Citizen of the Republic
of France
(2) Citizen of the United
Kingdom
(3) Citizen of Canada
<PAGE>
Page 59 of 82 Pages
Exhibit 10
Executive Officers and Directors
of
Equitable Holding Corporation
The names of the Directors and the names and titles of
the Executive Officers of Equitable Holding Corporation ("EHC") and
their business addresses and principal occupations are set forth
below. If no address is given, the Director's or Executive
Officer's business address is that of EHC at 200 Plaza Drive, 2nd
Floor, Secaucus, NJ 07096-1583. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to EHC
and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Edward J. Hayes President and Chief
Executive Officer
* Naomi J. Weinstein Vice President
* Charles Wilder Vice President
*Director
<PAGE>
Page 60 of 82 Pages
Exhibit 11
Executive Officers and Directors
of
Equitable Investment Corporation
The names of the Directors and the names and titles of
the Executive Officers of Equitable Investment Corporation ("EIC")
and their business addresses and principal occupations are set
forth below. If no address is given, the Director's or Executive
Officer's business address is that of EIC at 787 Seventh Avenue,
New York, New York 10019. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to EIC
and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Joseph J. Melone Chairman, Chief Executive
Officer, and President;
Chairman of the Board, The
Equitable Life Assurance
Society of the United States;
President and Chief Executive
Officer, The Equitable
Companies Incorporated
* Frank J. Behm Senior Vice President, Chief
Financial Officer, and
Treasurer
* Jerry M. de St. Paer Executive Vice President and
Chief Operating Officer;
Senior Executive Vice President and
Chief Financial Officer, The
Equitable Companies
Incorporated
*Director
<PAGE>
Page 61 of 82 Pages
Exhibit 12
Executive Officers and Directors
of
ACMC, Inc.
The names of the Directors and the names and titles of
the Executive Officers of ACMC, Inc. and their business addresses
and principal occupations are set forth below. If no address is
given, the Director's or Executive Officer's business address is
that of ACMC, Inc. at 787 Seventh Avenue, New York, New York,
10019. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to ACMC, Inc. and each
individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Joseph J. Melone Chairman of the Board, The
Equitable Life Assurance
Society of the United States;
President and Chief Executive
Officer, The Equitable
Companies Incorporated
* Jerry M. de St. Paer Chairman, President, and Chief
Executive Officer
* Louis M. Ocone Executive Vice President and
Chief Financial Officer
* Director
<PAGE>
Page 62 of 82 Pages
Exhibit 13
Executive Officers and Directors
of
Equitable Capital Management Corporation
The names of the Directors and the names and titles of
the Executive Officers of Equitable Capital Management Corporation
("ECMC") and their business addresses and principal occupations are
set forth below. If no address is given, the Director's or
Executive Officer's business address is that of ECMC at 787 Seventh
Avenue, New York, New York 10019. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to ECMC
and each individual is a United States citizen.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Joseph J. Melone Chairman of the Board, The
Equitable Life Assurance
Society of the United States;
President and Chief Executive
Officer, The Equitable
Companies Incorporated
* Frank J. Behm Senior Vice President and
Treasurer
* Jerry M. de St. Paer Chairman, President, and Chief
Executive Officer; Senior
Executive Vice President and
Chief Financial Officer, The
Equitable Companies
Incorporated
* Louis M. Ocone Executive Vice President and
Chief Financial Officer
* Director
<PAGE>
Page 63 of 82 Pages
Exhibit 15
Power of Attorney
AXA, a societe anonyme organized under the laws of the
Republic of France, (the "Corporation"), hereby constitutes and
appoints each of Richard V. Silver, Henry Q. Conley, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the Corporation and in the name, place and
stead of the Corporation, in any and all capacities, to execute for
and on behalf of the Corporation, all Schedules 13D and Forms 3,
Forms 4 and Forms 5 as required by the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
the issuer and relevant stock exchanges (individually, each a
"Filing") relating to Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests in Alliance Capital
Management L.P., a Delaware limited partnership. The Corporation
hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to
all intents and purposes as the Corporation might or could, and
hereby ratifies and confirms all that said attorneys-in-fact and
agents of the Corporation or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice
of the revocation of this Power of Attorney has been
<PAGE>
Page 64 of 82 Pages
received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
AXA,
by /s/ Claude Bebear
-------------------------
Name: Claude Bebear
Title: Chairman and CEO
<PAGE>
Page 65 of 82 Pages
Power of Attorney
Finaxa, a societe anonyme organized under the laws of the
Republic of France, (the "Corporation"), hereby constitutes and
appoints each of Richard V. Silver, Henry Q. Conley, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and
lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for the Corporation and in the name, place and
stead of the Corporation, in any and all capacities, to execute for
and on behalf of the Corporation, all Schedules 13D and Forms 3,
Forms 4 and Forms 5 as required by the Securities Exchange Act of
1934, as amended, and any and all amendments thereto, and to file
the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
the issuer and relevant stock exchanges (individually, each a
"Filing") relating to Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests in Alliance Capital
Management L.P., a Delaware limited partnership. The Corporation
hereby grants to such attorneys-in-fact and agents of the
Corporation full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to
all intents and purposes as the Corporation might or could, and
hereby ratifies and confirms all that said attorneys-in-fact and
agents of the Corporation or their substitute or substitutes may
lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice
of the revocation of this Power of Attorney has been
<PAGE>
Page 66 of 82 Pages
received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
FINAXA,
by /s/ Claude Bebear
----------------------------
Name: Claude Bebear
Title: Chairman and CEO
<PAGE>
Page 67 of 82 Pages
Power of Attorney
AXA Assurances I.A.R.D. Mutuelle, a mutual insurance
company organized under the laws of the Republic of France, (the
"Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky,
acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the
Corporation and in the name, place and stead of the Corporation, in
any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Forms 3, Forms 4 and Forms 5 as
required by the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, the issuer and relevant
stock exchanges (individually, each a "Filing") relating to Units
Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a
Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
the Corporation might or could, and hereby ratifies and confirms
all that said attorneys-in-fact and agents of the Corporation or
their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice
of the revocation of this Power of Attorney has been
<PAGE>
Page 68 of 82 Pages
received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
AXA ASSURANCES I.A.R.D.
MUTUELLE,
by /s/ Claude Tendil
------------------------------
Name: Claude Tendil
Title: Chief Executive
Officer
<PAGE>
Page 69 of 82 Pages
Power of Attorney
Uni Europe Assurance Mutuelle, a mutual insurance company
organized under the laws of the Republic of France, (the
"Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky,
acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the
Corporation and in the name, place and stead of the Corporation, in
any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Forms 3, Forms 4 and Forms 5 as
required by the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, the issuer and relevant
stock exchanges (individually, each a "Filing") relating to Units
Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a
Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
the Corporation might or could, and hereby ratifies and confirms
all that said attorneys-in-fact and agents of the Corporation or
their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice
of the revocation of this Power of Attorney has been
<PAGE>
Page 70 of 82 Pages
received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
UNI EUROPE ASSURANCE MUTUELLE,
by /s/ Claude Tendil
----------------------------
Name: Claude Tendil
Title: Chief Executive
Officer
<PAGE>
Page 71 of 82 Pages
Power of Attorney
AXA Assurances Vie Mutuelle, a mutual insurance company
organized under the laws of the Republic of France, (the
"Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky,
acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the
Corporation and in the name, place and stead of the Corporation, in
any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Forms 3, Forms 4 and Forms 5 as
required by the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, the issuer and relevant
stock exchanges (individually, each a "Filing") relating to Units
Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a
Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
the Corporation might or could, and hereby ratifies and confirms
all that said attorneys-in-fact and agents of the Corporation or
their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice
of the revocation of this Power of Attorney has been
<PAGE>
Page 72 of 82 Pages
received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
AXA ASSURANCES VIE MUTUELLE,
by /s/ Claude Tendil
-----------------------------
Name: Claude Tendil
Title: Chief Executive
Officer
<PAGE>
Page 73 of 82 Pages
Power of Attorney
Alpha Assurances I.A.R.D. Mutuelle, a mutual insurance
company organized under the laws of the Republic of France, (the
"Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky,
acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the
Corporation and in the name, place and stead of the Corporation, in
any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Forms 3, Forms 4 and Forms 5 as
required by the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, the issuer and relevant
stock exchanges (individually, each a "Filing") relating to Units
Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a
Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
the Corporation might or could, and hereby ratifies and confirms
all that said attorneys-in-fact and agents of the Corporation or
their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said
attorneys-in-fact and agents shall continue in force until notice
of the revocation of this Power of Attorney has been
<PAGE>
Page 74 of 82 Pages
received by the said attorneys-in-fact and agents of the
Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
ALPHA ASSURANCES I.A.R.D.
MUTUELLE,
by /s/ Claude Tendil
-----------------------------
Name: Claude Tendil
Title: Chief Executive
Officer
<PAGE>
Page 75 of 82 Pages
Power of Attorney
Alpha Assurances Vie Mutuelle, a mutual insurance company
organized under the laws of the Republic of France, (the
"Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky,
acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the
Corporation and in the name, place and stead of the Corporation, in
any and all capacities, to execute for and on behalf of the
Corporation, all Schedules 13D and Forms 3, Forms 4 and Forms 5 as
required by the Securities Exchange Act of 1934, as amended, and
any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, the issuer and relevant
stock exchanges (individually, each a "Filing") relating to Units
Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a
Delaware limited partnership. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
the Corporation might or could, and hereby ratifies and confirms
all that said attorneys-in-fact and agents of the Corporation or
their substitute or substitutes may lawfully do or cause to be done
by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Corporation, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-
fact and agents shall continue in force until notice of the
<PAGE>
Page 76 of 82 Pages
revocation of this Power of Attorney has been received by the said
attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
ALPHA ASSURANCES VIE MUTUELLE
by /s/ Claude Tendil
-----------------------------
Name: Claude Tendil
Title: Chief Executive
Officer
<PAGE>
Page 77 of 82 Pages
Power of Attorney
Claude Bebear, as a Voting Trustee (the "Trustee"),
pursuant to a Voting Trust Agreement dated as of May 12, 1992, by
and among AXA, a societe anonyme organized under the laws of the
Republic of France, and the Voting Trustees identified therein,
hereby constitutes and appoints each of Richard V. Silver, Henry Q.
Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as
the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Trustee and in the name,
place and stead of the Trustee, in any and all capacities, to
execute for and on behalf of the Trustee, all Schedules 13D and
Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
the issuer and relevant stock exchanges (individually, each a
"Filing") relating to Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests in Alliance Capital
Management L.P., a Delaware limited partnership. The Trustee hereby
grants to such attorneys-in-fact and agents of the Trustee full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the Trustee might or could, and hereby ratifies and
confirms all that said attorneys-in-fact and agents of the Trustee
or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Trustee, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-
fact and agents shall continue in force until notice of the
<PAGE>
Page 78 of 82 Pages
revocation of this Power of Attorney has been received by the said
attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
/s/ Claude Bebear
---------------------------------
Name: Claude Bebear
Title: Voting Trustee
<PAGE>
Page 79 of 82 Pages
Power of Attorney
Patrice Garnier, as a Voting Trustee (the "Trustee"),
pursuant to a Voting Trust Agreement dated as of May 12, 1992, by
and among AXA, a societe anonyme organized under the laws of the
Republic of France, and the Voting Trustees identified therein,
hereby constitutes and appoints each of Richard V. Silver, Henry Q.
Conley, Alvin H. Fenichel and Allen J. Zabusky, acting singly, as
the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Trustee and in the name,
place and stead of the Trustee, in any and all capacities, to
execute for and on behalf of the Trustee, all Schedules 13D and
Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange
Act of 1934, as amended, and any and all amendments thereto, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
the issuer and relevant stock exchanges (individually, each a
"Filing") relating to Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests in Alliance Capital
Management L.P., a Delaware limited partnership. The Trustee hereby
grants to such attorneys-in-fact and agents of the Trustee full
power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and
purposes as the Trustee might or could, and hereby ratifies and
confirms all that said attorneys-in-fact and agents of the Trustee
or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Trustee, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-
fact and agents shall continue in force until notice of the
<PAGE>
Page 80 of 82 Pages
revocation of this Power of Attorney has been received by the
said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
\s\ Patrice Garnier
--------------------------
Name: Patrice Garnier
Title: Voting Trustee
<PAGE>
Page 81 of 82 Pages
Power of Attorney
Henri de Clermont-Tonnerre, as a Voting Trustee (the
"Trustee"), pursuant to a Voting Trust Agreement dated as of May
12, 1992, by and among AXA, a societe anonyme organized under the
laws of the Republic of France, and the Voting Trustees identified
therein, hereby constitutes and appoints each of Richard V. Silver,
Henry Q. Conley, Alvin H. Fenichel and Allen J. Zabusky, acting
singly, as the true and lawful attorney-in-fact and agent, with
full power of substitution and resubstitution, for the Trustee and
in the name, place and stead of the Trustee, in any and all
capacities, to execute for and on behalf of the Trustee, all
Schedules 13D and Forms 3, Forms 4 and Forms 5 as required by the
Securities Exchange Act of 1934, as amended, and any and all
amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, the issuer and relevant stock
exchanges (individually, each a "Filing") relating to Units
Representing Assignments of Beneficial Ownership of Limited
Partnership Interests in Alliance Capital Management L.P., a
Delaware limited partnership. The Trustee hereby grants to such
attorneys-in-fact and agents of the Trustee full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
the Trustee might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Trustee or their
substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
The undersigned acknowledges that the foregoing
attorneys-in-fact and agents of the Trustee, in serving in such
capacity at the request of the undersigned, are not assuming any of
the undersigned's responsibilities to comply with Section 13(d) and
Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-
fact and agents shall continue in force until notice of the
<PAGE>
Page 82 of 82 Pages
revocation of this Power of Attorney has been received by the
said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto
subscribed this Power of Attorney this 21st day of June, 1996.
\s\ Henri de Clermont-Tonnerre
----------------------------------
Name: Henri de Clermont-Tonnerre
Title: Voting Trustee
