As filed with the Securities and Exchange Commission on March 10, 1998
Registration No. 333-
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------
Alliance Capital Management L.P.
(Exact Name of issuer as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 6282 13-3434400
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Identification No.)
1345 Avenue of the Americas
New York, NY 10105
(212) 969-1000
(Address of principal executive offices)
Alliance Capital Management L.P.
1997 Long Term Incentive Plan
(Full title of the Plan)
David R. Brewer, Jr., Esq.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (212) 969-1000
</TABLE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
========================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units Representing 8,000,000 Units $51.91 $415,250,000 $122,499
Assignments of Beneficial
Ownership of Limited
Partnership Interests............
========================================================================================================
* Plus an indeterminate number of additional Units which may be offered and
issued to prevent dilution resulting from Unit splits, Unit dividends or
similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee, based on the average of the high and low sale prices of
the securities being registered hereby on the Composite Tape on
March 6, 1998.
========================================================================================================
</TABLE>
PART I
The following documents listed under this Part I and the
documents incorporated by reference under Item 3 of Part II to this Form S-8,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act of 1933, as amended (the "1933 Act"), and are
incorporated herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided to participants
pursuant to this Item is set forth in the Prospectus for the Alliance Capital
Management L.P. 1997 Long Term Incentive Plan (the "Plan"). A copy of the
Plan is attached to the Prospectus as Exhibit A.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants
pursuant to this Item is set forth in the Prospectus referenced in Item 1
above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Alliance Capital Management L.P. (the "Registrant") hereby
files this Registration Statement with the Securities and Exchange Commission
(the "Commission") on Form S-8 to register 8,000,000 Units Representing
Assignments of Beneficial Ownership of Limited Partnership Interests in the
Registrant ("Units"), for issuance pursuant to the Plan and such indeterminate
number of additional Units which may be offered and issued to prevent dilution
resulting from Unit splits, Unit dividends or similar transactions pursuant to
the Plan.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates herein by reference the
following documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1996;
(2) All reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act"), since
December 31, 1996;
(3) The description of the Units contained in the Registration
Statement on Form 8-A dated January 18, 1988, filed under the Exchange Act,
including any amendment thereto or report filed for the purpose of updating
such description; and
(4) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
Any statement contained herein or made in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(3) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the plan interests offered hereby will be
passed upon for the Registrant by David R. Brewer, Jr., Senior Vice President
and General Counsel of Alliance Capital Management Corporation, the general
partner of the Registrant (the "General Partner"). As of the date of this
Registration Statement, the fair market value of securities of the Registrant,
including options, beneficially owned by Mr. Brewer exceeds $50,000 and,
accordingly, such interest is deemed to represent a substantial interest in
the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17-108 of the Delaware Revised Uniform Limited
Partnership Act permits a limited partnership to indemnify and hold harmless
any partner or other person from and against any and all claims whatsoever,
subject to such standards and restrictions, if any, as set forth in its
partnership agreement. Provision for indemnification under the Registrant's
Agreement of Limited Partnership (As Amended and Restated) dated as of
November 19, 1987, as amended (the "Partnership Agreement") is set forth in
Section 6.9 of the Partnership Agreement. The Registrant has granted broad
rights of indemnification to officers of the General Partner and to employees
of the Registrant. In addition, the Registrant has assumed indemnification
obligations previously extended by the predecessor of the General Partner to
its directors, officers and employees. The foregoing indemnification
provisions are not exclusive, and the Registrant is authorized to enter into
additional indemnification arrangements.
The Registrant maintains an insurance policy insuring the
directors and officers of the General Partner against certain acts and
omissions while acting in their official capacities.
EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit No.
- -----------
5.1 Opinion of David R. Brewer, Jr., Esq.
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
23.2 Consent of Independent Auditors
24 Powers-of-Attorney
UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the 1933
Act;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement; and
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information to be included in a post-
effective amendment by those paragraphs is contained in periodic reports filed
by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the registration statement.
(2) that, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section
15(d) of the Exchange Act (and, where applicable, each filing of an
employee benefit plan's Annual Report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF NEW YORK, STATE OF NEW YORK, ON THIS 10TH DAY OF
MARCH 1998.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By: /s/ Dave H. Williams
-----------------------------------
Name: Dave H. Williams
Title: Chairman
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE 10TH DAY OF MARCH, 1998.
Signature Title
- --------- ------
/s/ Dave H. Williams
- ----------------------------- Chief Executive Officer (Principal
Dave H. Williams Executive Officer), Chairman of
the Board and Director
/s/ Robert H. Joseph, Jr.
- ----------------------------- Senior Vice President and Chief
Robert H. Joseph, Jr. Financial Officer (Principal
Financial Officer)
/s/ Gerard Friscia
- ----------------------------- Senior Vice President and
Gerard Friscia Controller (Principal Accounting
Officer)
/s/ David R. Brewer, Jr.
- ----------------------------- Senior Vice President and General
David R. Brewer, Jr. Counsel
/s/ Bruce W. Calvert
- ----------------------------- Vice Chairman and Chief
Bruce W. Calvert Investment Officer, Director
/s/ John D. Carifa
- ----------------------------- President and Chief Operating
John D. Carifa Officer, Director
*
- ----------------------------- Director
Claude Bebear
*
- ----------------------------- Director
Donald H. Brydon
*
- ----------------------------- Director
Henri de Castries
*
- ----------------------------- Director
Kevin C. Dolan
*
- ----------------------------- Director
Denis Duverne
*
- ----------------------------- Vice Chairman and Director
Alfred Harrison
*
- ----------------------------- Director
Benjamin D. Holloway
*
- ----------------------------- Director
Joseph J. Melone
*
- ----------------------------- Director
Frank Savage
*
- ----------------------------- Director
Stanley B. Tulin
*
- ----------------------------- Director
Reba W. Williams
*
- ----------------------------- Director
Robert B. Zoellick
* By: /s/ David R. Brewer, Jr.
----------------------------------------------
(David R. Brewer, Jr., Esq., Attorney-in-fact)
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
<TABLE>
<CAPTION>
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
<S> <C> <C>
5.1 Opinion of David R. Brewer, Jr., Esq. 10
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
23.2 Consent of Independent Auditors 11
24 Powers-of-Attorney 12
</TABLE>
EXHIBIT 5
---------
March 10, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Alliance Capital Management L.P.
1997 Long Term Incentive Plan
Dear Sirs:
I am a Senior Vice President and the General Counsel of
Alliance Capital Management Corporation, the General Partner of Alliance
Capital Management L.P., a Delaware limited partnership (the "Partnership"),
and have acted as counsel in connection with the registration under the
Securities Act of 1933, as amended, of 8,000,000 Units representing
assignments of beneficial ownership of 8,000,000 limited partnership interests
in the Partnership (the "Units") available for grant under the Partnership's
1997 Long Term Incentive Plan (the "Plan").
As counsel for the Partnership, I, or attorneys under my
supervision, have participated in the preparation of the Registration
Statement and have examined and relied upon such documents, opinions,
precedents, records and other materials as I have deemed necessary or
appropriate to provide a basis for the opinion set forth below. In this
examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as original documents and
conformity to original documents of all documents submitted to me as certified
or photostatic copies.
Based on the foregoing, I am of the opinion that the Units
deliverable pursuant to the Plan, when delivered in accordance with the Plan
upon receipt by the Partnership of adequate consideration therefor, will be
duly authorized, validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission as an exhibit to the Registration Statement.
Very truly yours,
/s/ David R. Brewer, Jr.
--------------------------
David R. Brewer, Jr.
EXHIBIT 23.2
------------
INDEPENDENT AUDITORS' CONSENT
The General Partner and Unitholders
Alliance Capital Management L.P.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Alliance Capital Management L.P. of our report dated
February 6, 1997, relating to the consolidated statement of financial condition
of Alliance Capital Management L.P. and subsidiaries as of December 31, 1996
and 1995, and the related consolidated statement of income, partners' capital
and cash flows for each of the years in the three-year period ended December
31, 1996 which report appears in the annual report on Form 10-K of Alliance
Capital Management L.P.
New York, New York
March 9, 1998
/s/ KPMG PEAT MARWICK LLP
-------------------------
EXHIBIT 24
----------
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE
SIGNATURE APPEARS BELOW, CONSTITUTES AND APPOINTS ROBERT H. JOSEPH, JR. AND
DAVID R. BREWER, JR. AND EACH OF THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT
AND AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND
ALL ACTS AND THINGS AND EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL
INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR
ADVISABLE IN ORDER TO ENABLE ALLIANCE CAPITAL MANAGEMENT L.P. TO COMPLY WITH
THE SECURITIES ACT OF 1933 AND ANY REQUIREMENTS OF THE SECURITIES AND EXCHANGE
COMMISSION IN RESPECT THEREOF, IN CONNECTION WITH THE FILING WITH THE
SECURITIES AND EXCHANGE COMMISSION OF THE REGISTRATION STATEMENT ON FORM S-8
UNDER THE SECURITIES ACT OF 1933, INCLUDING SPECIFICALLY BUT WITHOUT
LIMITATION, POWER AND AUTHORITY TO SIGN THE NAME OF THE UNDERSIGNED TO SUCH
REGISTRATION STATEMENT, AND ANY AMENDMENTS TO SUCH REGISTRATION STATEMENT
(INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO FILE THE SAME WITH ALL EXHIBITS
THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, WITH THE SECURITIES AND
EXCHANGE COMMISSION, TO SIGN ANY AND ALL APPLICATIONS, REGISTRATION
STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR ADVISABLE TO COMPLY WITH
APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME, TOGETHER WITH OTHER
DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE SECURITIES
AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND EACH OF
THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT AND
THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN
PERSON, HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND
AGENTS, AND ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO
BE DONE BY VIRTUE HEREOF.
Signature Title Date
- --------- ----- ----
/s/ Dave H. Williams
- ---------------------------- Chairman of the Board March 10, 1998
Dave H. Williams and Director
/s/ Bruce W. Calvert Vice Chairman and Director March 10, 1998
- ----------------------------
Bruce W. Calvert
/s/ John D. Carifa Director March 10, 1998
- ----------------------------
John D. Carifa
/s/ Claude Bebear
- ---------------------------- Director March 10, 1998
Claude Bebear
/s/ Donald H. Brydon
- ---------------------------- Director March 10, 1998
Donald H. Brydon
/s/ Henri de Castries
- ---------------------------- Director March 10, 1998
Henri de Castries
/s/ Kevin C. Dolan
- ---------------------------- Director March 10, 1998
Kevin C. Dolan
/s/ Denis Duverne
- ---------------------------- Director March 10, 1998
Denis Duverne
/s/ Alfred Harrison
- ---------------------------- Vice Chairman and Director March 10, 1998
Alfred Harrison
/s/ Benjamin D. Holloway
- ---------------------------- Director March 10, 1998
Benjamin D. Holloway
/s/ Joseph J. Melone
- ---------------------------- Director March 10, 1998
Joseph J. Melone
/s/ Frank Savage
- ---------------------------- Director March 10, 1998
Frank Savage
/s/ Stanley B. Tulin
- ---------------------------- Director March 10, 1998
Stanley B. Tulin
/s/ Reba W. Williams
- ---------------------------- Director March 10, 1998
Reba W. Williams
/s/ Robert B. Zoellick
- ---------------------------- Director March 10, 1998
Robert B. Zoellick
