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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 30, 1997
ALLIANCE CAPITAL MANAGEMENT L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-9818 13-3434400
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1345 Avenue of the Americas, New York, New York 10105
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(Address of principal executive offices) (Zip Code)
212-969-1000
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(Registrant's telephone number including area code)
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
Item 5. OTHER EVENTS
Alliance Capital Management L.P. ("Partnership") intends to make
an election under Section 754 of the Internal Revenue Code of 1986, as
amended, to adjust the tax basis of its assets in connection with
sales and exchanges of Units in the secondary market that occur on or
after January 1, 1998. Accordingly, purchasers of Units on or after
that date will be entitled to claim deductions for their proportionate
share of the Partnership's amortizable and depreciable assets.
When a person purchases a Unit on or after January 1, 1998, the
tax basis of the Partnership's assets will be adjusted, solely for
purposes of computing the purchaser's taxable income, in an amount
equal to the difference between the price paid for the Unit and the
portion of the Partnership's tax basis in its assets that is
attributable to the Unit. If the purchase price exceeds such portion
of the Partnership's tax basis, the adjustment will increase the tax
basis of the Partnership's assets and the purchaser generally will be
entitled to claim amortization and depreciation deductions for the
portion of the adjustment allocated to the Partnership's amortizable
and depreciable assets. It is expected that the adjustments
will be allocated primarily to the Partnership's intangible assets,
which generally will be amortizable ratably over a 15-year
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period. Based on the closing price of $37.75 per Unit on December 26,
1997, and the estimated allocation of Section 754 adjustments among
the Partnership's assets on such date, management of the Partnership
estimates that such amortization deductions will reduce taxable income
per Unit for a Unitholder who purchases Units on January 1, 1998 and
holds such Units for all of 1998 by approximately $1.50 to $2.00.
Since the magnitude of such deductions depends principally upon the
price paid for a Unit, there can be no assurance as to the amount of
deductions which may in fact be available. In addition, ordinary
income will be recognized on the sale of a Unit to the extent of
amortization deductions claimed.
The calculations of basis adjustments under Section 754 are
highly complex and there is little legal authority dealing with their
mechanics in the context of large, publicly-held partnerships. To
avoid undue administrative burdens, the Partnership intends to adopt
certain conventions which the Partnership believes are reasonable and
consistent with conventions used by other publicly traded limited
partnerships. Although such conventions may not conform precisely
with existing Treasury Regulations, the Partnership believes that
these conventions are consistent with the principles and purposes of
the applicable provisions of the tax law. In addition, the
Partnership intends to administer basis adjustments so that the tax
treatment of a Unitholder who purchases a Unit or Units on or after
January 1, 1998 will not depend on the particular Unit or Units
purchased. There can be no assurance, however, that the Internal
Revenue Service will not challenge the conventions used by the
Partnership and the allocation of the adjustments among the
Partnership's assets. If such a challenge were successful, the
taxable income of Unitholders could be increased without any
corresponding increase in cash distributions and the Units would not
have uniform tax characteristics, both of which could adversely affect
the market value and marketability of the Units. The Section 754
election, once made, is irrevocable without the consent of the
Internal Revenue Service.
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Certain statements provided by the Partnership in this report are
"forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to risks, uncertainties and other factors which
could cause actual results to differ materially from future results
expressed or implied by such forward-looking statements. The most
significant of such factors include, but are not limited to, the
following: the performance of financial markets, the investment
performance of the Partnership's sponsored investment products and
separately managed accounts, general economic conditions, future
acquisitions, competitive conditions and government regulations,
including changes in tax rates. The Partnership cautions readers to
carefully consider such factors. Further, such forward-looking
statements speak only as of the date on which such statements are
made; the Partnership undertakes no obligation to update any
forward-looking statements to reflect events or circumstances after
the date of such statements.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIANCE CAPITAL MANAGEMENT L.P.
Dated: December 30, 1997 By: Alliance Capital Management Corporation,
General Partner
By: /s/ Robert H. Joseph, Jr.
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Robert H. Joseph, Jr.
Senior Vice President and
Chief Financial Officer
0566jb(dec1997)
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