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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
ALLIANCE CAPITAL MANAGEMENT L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests
- --------------------------------------------------------------------------------
(Title of Class of Securities)
018548 10 7
- --------------------------------------------------------------------------------
(CUSIP Number)
Alvin H. Fenichel
Senior Vice President and Controller
The Equitable Companies Incorporated
1290 Avenue of the Americas
New York, New York 10104
(212) 314-4094
- --------------------------------------------------------------------------------
(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, 9, place Vendome
75001 Paris, France
011-331-40-75-56-38
- --------------------------------------------------------------------------------
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 [_]
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 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 63)
(Exhibits begin on page 32)
(SC13D-07/98)
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 2 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111 - See Item 5
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66% - See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC, CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 3 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111 - See Item 5
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66% - See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC, CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 4 of 63 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Assurances IARD 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111 - See Item 5
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66% - See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 5 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111 - See Item 5
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66% - See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 6 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111 - See Item 5
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66% - See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 7 of 63 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Conseil Vie 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111 - See Item 5
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66% - See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 8 of 63 Pages
________________________________________________________________________________
1 NAME 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*
OO
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111 - See Item 5
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66% - See Item 5
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 9 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 10 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
See Item 5
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY See Item 5
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
See Item 5
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
See Item 5
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111
(Not to be construed as an admission of beneficial ownership)
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 11 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
96,647,111
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
96,647,111
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC, CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 12 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
96,647,111
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
96,647,111
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,647,111
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.66%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IC, CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 13 of 63 Pages
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Equitable Holdings, LLC
________________________________________________________________________________
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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
25,171,535
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
25,171,535
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,171,535
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.76%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC, OO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 14 of 63 Pages
________________________________________________________________________________
1 NAME 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
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
25,137,905
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
25,137,905
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,137,905
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.74%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
HC, CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 15 of 63 Pages
________________________________________________________________________________
1 NAME 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*
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
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
66,943,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
66,943,000
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,943,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.25%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
CUSIP No. 018548 10 7 SCHEDULE 13D Page 16 of 63 Pages
________________________________________________________________________________
1 NAME 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*
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
Delaware
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
25,137,905
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
25,137,905
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,137,905
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14.74%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
This Amendment No. 6 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, Amendment No. 2 to the Schedule 13D filed on
September 14, 1994 ("Amendment No. 2"), Amendment No. 3 to the Schedule 13D
filed on October 22, 1996 ("Amendment No. 3"), Amendment No. 4 to the Schedule
13D filed on July 11, 1997 ("Amendment No. 4") and Amendment No. 5 to the
Schedule 13D filed on September 4, 1997 ("Amendment No. 5"), each of which was
filed by AXA, Midi Participations (except as to Amendment Nos. 3, 4 and 5),
Finaxa, the Mutuelles AXA, the Trustees, The Equitable Companies Incorporated,
The Equitable Life Assurance Society of the United States, Equitable Holding
Corporation (which was merged in 1997 into Equitable Holdings, LLC), 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 (formerly known as AXA-UAP), a
company organized under the laws of France, (ii) Finaxa, a company organized
under the laws of France, (iii) AXA Assurances IARD Mutuelle, AXA Assurances Vie
Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe
Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as
Alpha Assurances Vie Mutuelle), four mutual insurance companies organized under
the laws of France (the "Mutuelles AXA"), (iv) Claude Bebear (Chairman of the
Executive Board of AXA), Patrice Garnier (a member of the Supervisory Board of
AXA) and Henri de Clermont-Tonnerre (a member of the Supervisory Board 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, as amended
January 22, 1997, 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 United
States, a New York stock life insurance company ("Equitable"), (vii) Equitable
Holdings, LLC ("EHLLC"), a New York limited liability company whose sole member
is Equitable, (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, EHLLC, 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 9, place Vendome, 75001 Paris, France. As of March 1, 1999,
approximately 20.7% of the ordinary shares (representing 32.7% of the voting
power) of AXA were directly or indirectly owned by Finaxa. As of March 1, 1999,
the Mutuelles AXA, in addition to their indirect beneficial ownership of AXA
ordinary shares through Finaxa, directly
Page 17 of 63
<PAGE>
beneficially owned 3.2% of AXA's ordinary shares (representing 4.9% of the
voting power). In addition, as of March 1, 1999, 1.1% 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 March 1,
1999, 61.7% of the voting shares (representing 72.3% of the voting power) of
Finaxa were owned by the Mutuelles AXA (one of which, AXA Assurances I.A.R.D.
Mutuelle, owned 35.4% of the voting shares, representing 41.5% of the voting
power), and 22.7% of the voting shares (representing 13.7% of the voting power)
of Finaxa were owned by 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) and AXA Conseil Vie Assurance Mutuelle
(formerly known as Alpha Assurances Vie 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 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 AXA Conseil Vie Assurance
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 each of the Trustees is a member of either the Executive Board or the
Supervisory Board of AXA.
Equitable Holding and Subsidiaries. Equitable Holding is a holding
company. As of March 15, 1999, approximately 58.4% of the outstanding shares of
common 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. EHLLC, whose sole member is Equitable, wholly-owns EIC,
which in turn wholly-owns ECMC. ECMC, ACMC, EIC, EHLLC and Equitable Holding are
holding companies. The address of the principal business and principal office of
Equitable Holding, Equitable, EHLLC, EIC, ACMC and ECMC is 1290 Avenue of the
Americas, New York, New York 10104.
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
Page 18 of 63
<PAGE>
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 Exhibits 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, 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 Alliance by
Equitable Life and Units acquired for cash in order to provide capital to
Alliance for the acquisition of Shields Asset Management, Incorporated and its
wholly-owned subsidiary, Regent Investor Services, Incorporated.
Under current tax law, Alliance, as a partnership, generally is not
subject to Federal income tax. However, the tax law in effect prior to August 5,
1997, also provided that, as a consequence of the public trading of Units,
Alliance would have been treated as a corporation for Federal income tax
purposes beginning on January 1, 1998. On June 24, 1997, Alliance announced
plans for a transaction (the "Transaction") involving a merger in which a newly
formed Delaware corporation ("New Co.) would have become the general partner of
Alliance and Alliance would have merged with a wholly-owned subsidiary of New
Co., with Alliance as the surviving entity. In such merger, holders of Units
would have exchanged their existing Units for an equal number of shares of Class
A Common Stock of New Co., unless such holders elected to continue as limited
partners in Alliance, which would have ceased to be a publicly traded limited
partnership, or elected to participate in a cash alternative. Following the
Transaction, the Units would have become subject to severe restrictions on
transferability. Alliance also stated that it would not proceed with plans for
the Transaction if, during 1997, it determined that changes in federal tax law
would make it preferable for Alliance to retain its current ownership form.
On August 5, 1997, The Taxpayer Relief Act of 1997 was signed into law. It
included the option for certain publicly traded partnerships to maintain
partnership tax status and pay a 3.5% tax on partnership
Page 19 of 63
<PAGE>
gross business income (the "3.5% tax"). On August 6, 1997, Alliance announced
its intention to utilize this option and remain a publicly traded limited
partnership and that it would not implement the previously announced
Transaction.
On April 8, 1999, Alliance issued a press release announcing plans for a
reorganization (the "Reorganization") expected to be completed in the third
quarter of 1999. A copy of the press release is included as Exhibit 17 hereto.
Alliance proposes to reorganize by transferring its business to a newly formed
private Delaware limited partnership ("Alliance II"), in exchange for Alliance
II units of limited partnership interest and a 1% general partnership interest
in Alliance II. Alliance II, as a private partnership, will not be subject to
the 3.5% tax. Following the Reorganization, Alliance's principal asset will be
Alliance II units and Alliance will function solely as a holding company through
which public unitholders will continue to own an indirect interest in Alliance's
business. The business presently conducted by Alliance will continue to be
conducted unchanged by Alliance II, and all employees of Alliance will become
employees of Alliance II with the same responsibilities. Alliance's general
partner will also serve as the general partner of Alliance II. Immediately after
the reorganization, Alliance will change its name to "Alliance Capital
Management Holding L.P.", and the new partnership, Alliance II, will assume the
name "Alliance Capital Management L.P."
If the Reorganization is approved by Alliance unitholders, Alliance will
offer all of its unitholders the opportunity to exchange their Alliance Units
for Alliance II units, on a one-for-one basis. All Alliance unitholders will
have the right to retain their existing publicly-traded Units in Alliance.
Alliance II units will be subject to restrictions on transfer that will make
them substantially illiquid to ensure that Alliance II is not classified as a
publicly traded partnership for federal tax purposes.
Equitable Life and its affiliates intend to exchange substantially all of
their Units in Alliance for Alliance II units and the 1% general partnership
interest in Alliance II in a private transaction on the same terms and
immediately following the public exchange offer. Equitable has agreed to pay the
transaction costs associated with the Reorganization.
In addition to the exchanges contemplated by the proposed Reorganization,
the Reporting Persons in the future may acquire or dispose of additional Units
and, if the proposed Reorganization described above is completed, may acquire or
dispose of additional units of Alliance II.
Except as set forth in this statement, none of the Reporting Persons has
any plans or proposals described in Item 4(a)-(j) of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a), (b) As of March 1, 1999, Equitable beneficially owned directly
4,532,576 Units representing 2.66% of the Units outstanding. ACMC beneficially
owned directly 66,943,000 Units representing 39.25% of the Units outstanding.
ECMC beneficially owned directly 25,137,905 Units, representing 14.74% 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"), 71.3% 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 33,630 Units, acquired solely for
investment purposes on behalf of client
Page 20 of 63
<PAGE>
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 25,137,905 Units owned by ECMC, representing 14.74% of the
Units outstanding. By reason of its ownership interest in ECMC and DLJ, EHLLC
may be deemed to beneficially own indirectly, and to have voting and dispositive
power with respect to 25,171,535 Units including the 25,137,905 Units owned by
ECMC and the 33,630 Units held in DLJ client discretionary accounts,
representing 14.76% 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
66,943,000 Units owned by ACMC, the 25,137,905 Units owned by ECMC and the
33,630 Units acquired on behalf of client discretionary accounts by DLJ which,
together with the 4,532,576 Units owned directly by Equitable, represent 56.66%
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 66,943,000 Units
owned by ACMC, the 25,137,905 Units owned by ECMC, the 4,532,576 Units owned
directly by Equitable and the 33,630 Units acquired on behalf of client
discretionary accounts by DLJ, representing 56.66% of the Units outstanding.
(This excludes Units acquired by Alliance solely for investment purposes on
behalf of client discretionary accounts.)
AXA, by virtue of its ownership of 58.4% 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 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 Exhibits 1 through 13
hereto beneficially own the following number of outstanding Units and options or
other rights to acquire Units presently or within 60 days:
Richard H. Jenrette 18,000 Units (of which 1,000 Units are held
on behalf of the Richard Hampton Jenrette
Foundation and 1,000 Units are held in an IRA
account)
John T. Hartley 1,460 Units (all of which are owned by his
spouse, Martha Hartley)
Peter D. Noris 2,000 Units
George J. Sella, Jr. 10,000 Units
Page 21 of 63
<PAGE>
John S. Chalsty 18,000 Units
Dave H. Williams 1,868,912 Units (160,000 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
60 days and, to the knowledge of the Reporting Persons, none of the natural
persons listed in Exhibits 1 through 13 hereto beneficially owns any Units or
options and other rights to acquire Units within 60 days.
(c) During the 60 days preceding the filing of this Amendment, the
following purchase of Units of the issuer was made by Richard Jenrette for the
account of the Richard Hampton Jenrette Foundation in an open market transaction
on the New York Stock Exchange:
Date Amount of Units Price per Unit
---- --------------- --------------
March 2, 1999 1,000 $25.6875
Other than as described above, 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 Exhibits 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. Alpha Assurances IARD Mutuelle,
formerly a reporting person as to this statement, was merged into Alpha
Assurances Vie Mutuelle (now known as AXA Conseil Vie Assurance Mutuelle) in
1997.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Equitable Life, Alliance and Alliance II have entered into an Exchange
Agreement, dated as of April 8, 1999, whereby Equitable Life has agred, on the
terms and conditions stated therein, to exchange, and to cause its affiliates
who hold Alliance Units to exchange, substantially all of such Units for
Alliance II units immdiately following, and subject to the same terms and
conditions as, the public exchange offer. A copy of a form of the Exchange
Agreement is included as Exhibit 18 hereto.
Item 7. Material to Be Filed as Exhibits
Exhibit 1 Information with respect to Members of the Executive Board,
Supervisory Board and Executive Officers of AXA
Exhibit 2 Information with respect to Executive Officers of Finaxa and
Members of Finaxa's Conseil d'Administration
Page 22 of 63
<PAGE>
Exhibit 3 Information with respect to Executive Officers of AXA Assurances
IARD Mutuelle and Members of AXA Assurances IARD 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 AXA Conseil Vie
Assurance Mutuelle and Members of AXA Conseil Vie Assurance
Mutuelle's Conseil d'Administration
Exhibit 7 Intentionally omitted since Alpha Assurances I.A.R.D. Mutuelle
was merged into Alpha Assurances Vie Mutuelle (now known as AXA
Conseil Vie Assurance Mutuelle).
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
(which is the sole member of Equitable Holdings, LLC)
Exhibit 10 Intentionally omitted since Equitable Holding Corporation has
merged into Equitable Holdings, LLC, whose sole member is The
Equitable Life Assurance Society of the United States
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 (incorporated
by reference to Exhibit 15 filed with Amendment No. 3 to the
Schedule 13D filed on October 22, 1996)
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)
Exhibit 17 Press Release, dated April 8, 1999, of Alliance Capital
Management L.P.
Page 23 of 63
<PAGE>
Exhibit 18 Form of Exchange Agreement, dated as of April 8, 1999, among The
Equitable Life Assurance Society of the United States, Alliance
Capital Management L.P. and Alliance Capital Management L.P. II
Page 24 of 63
<PAGE>
Signatures
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: April 8, 1999 AXA
FINAXA
AXA ASSURANCES IARD MUTUELLE
AXA ASSURANCES VIE MUTUELLE
AXA COURTAGE ASSURANCE
MUTUELLE
AXA CONSEIL VIE ASSURANCE
MUTUELLE
CLAUDE BEBEAR, PATRICE GARNIER
AND
HENRI DE CLERMONT-TONNERRE,
AS
TRUSTEES UNDER THE VOTING
TRUST AGREEMENT
By /s/ Alvin H. Fenichel
-----------------------------------
Signature
Alvin H. Fenichel, Attorney-in-Fact
-----------------------------------
Name/Title
Page 25 of 63
<PAGE>
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: April 8, 1999 THE EQUITABLE COMPANIES
INCORPORATED
By: /s/ Alvin H. Fenichel
-----------------------------
Name: Alvin H. Fenichel,
Title: Senior Vice President and
Controller
Page 26 of 63
<PAGE>
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: April 8, 1999 THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Alvin H. Fenichel
-----------------------------
Name: Alvin H. Fenichel,
Title: Senior Vice President and
Controller
Page 27 of 63
<PAGE>
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: April 8, 1999 EQUITABLE HOLDINGS, LLC
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel,
Title: Senior Vice President and
Controller
Page 28 of 63
<PAGE>
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: April 8, 1999 EQUITABLE INVESTMENT
CORPORATION
By: /s/ Kevin R. Byrne
-----------------------------------
Name: Kevin R. Byrne
Title: Treasurer
Page 29 of 63
<PAGE>
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: April 8, 1999 ACMC, INC.
By: /s/Kevin R. Byrne
-----------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Chief Financial Officer
Page 30 of 63
<PAGE>
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: April 8, 1999 EQUITABLE CAPITAL MANAGEMENT
CORPORATION
By: /s/Kevin R. Byrne
-----------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Chief Financial Officer
Page 31 of 63
<PAGE>
Exhibit 1
MEMBERS OF THE EXECUTIVE BOARD, THE SUPERVISORY BOARD
AND THE EXECUTIVE OFFICERS
OF
AXA
The names of the Members of the Executive Board, the Supervisory Board
and the Executive Officers of AXA and their business addresses and principal
occupations are set forth below. If no address is given, the Member's business
is that of AXA at 9, place Vendome, 75001 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.
Members of the Executive Board
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Claude Bebear Chairman of the Executive Board
AXA
23, avenue Matignon
75008 PARIS
Gerard de La Martiniere Senior Executive Vice-President and
AXA Chief Financial Officer
23, avenue Matignon
75008 PARIS
Michel Pinault Senior Executive Vice-President and
AXA Executive Board Secretary
23, avenue Matignon
75008 PARIS
Members of the Supervisory Board
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Antoine Bernheim Chairman of Assicurazioni Generali SpA
Lazard Freres et Cie (insurance)
121, Bd Haussmann
75008 PARIS
Jacques Calvet Former Chairman of the Executive Board of
7, rue de Tilsitt Peugeot SA (auto manufacturer)
75017 PARIS
Page 32 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Henri de Clermont-Tonnerre Chairman of the Supervisory Board of Qualis
ERSA SCA (transportation)
90, rue de Miromesnil
75008 PARIS
David Dautresme General Partner of Lazard Freres et Cie
Lazard Freres et Cie (investment banking)
121, boulevard Haussmann
75008 PARIS
Guy Dejouany Honorary Chairman of Vivendi
Vivendi
Generale des Eaux
52, rue d'Anjou
75008 PARIS
Paul Desmarais(1) Chairman and Chief Executive Officer of
Power Corporation of Canada Power Corporation of Canada (industry
751, square Victoria and services)
MONTREAL (QUEBEC)
CANADA H2Y 2J3
Jean-Rene Fourtou Chairman and Chief Executive Officer of
Rhone Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of
25, Quai Paul Dourner chemicals and agricultural products)
92408
COURBEVOIE
Michel Francois-Poncet Chairman of the Supervisory Board of
PARIBAS Paribas (financial services and banking)
3, rue d'Antin
75002 PARIS
Jacques Friedmann Chairman of the Supervisory Board
AXA
9, Place Vendome
75001 PARIS
- -----------------------------
(1) Citizen of Canada.
Page 33 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Patrice Garnier Retired
Anthony J. Hamilton(1) Group Chairman and Chief Executive of Fox-
Fox-Pitt, Kelton Group Ltd. Pitt, Kelton Group Limited (investment
35 Wilson Street banking firm)
London EC2M 2SJ
ENGLAND
Henri Hottinguer(2) Vice-Chairman of Financiere Hottinguer
Financiere (banking)
HOTTINGUER
43, rue Taitbout
75009 PARIS
Richard Jenrette(3) Senior advisor of Donaldson, Lufkin &
DLJ Jenrette (investment banking)
277 Park Avenue
NEW YORK, NY 10172 - USA
Henri Lachmann Vice-Chairman and Chief Executive Officer
SCHNEIDER S.A. of Schneider S.A. (electric equipment)
64-70, Av. Jean-Baptiste Clement
92646 BOULOGNE
CEDEX
Gerard Mestrallet Chairman and Chief Executive Officer of
Suez - Lyonnaise des Eaux Suez Lyonnaise des Eaux (finance)
1, rue d'Astorg
75008 PARIS
Friedel Neuber Chairman of the Executive Board of
Westdeutsche Landesbank Westdeutsche Landesbank (banking)
Girozentrale
Herzogstrasse 15
D-40217
DUSSELDORF
(Allemagne)
- -----------------------------
(1) Citizen of United Kingdom
(2) Citizen of Switzerland
(3) Citizen of the United States of America
Page 34 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Alfred von Oppenheim Chairman of Bank Oppenheim (banking)
SAL OPPENHEIM Jr. & Cie
Unter Sachsenhausen 4
50667 KOLN
(Allemagne)
Michel Pebereau Chairman and Chief Executive Officer of
B.N.P. Banque Nationale de Paris (banking)
16, boulevard des Italiens
75009 PARIS
Didier Pineau-Valencienne Chairman of Schneider SA (electric
SCHNEIDER S.A. equipment)
64-70, Av. Jean-Baptiste Clement
Bruno Roger General Partner of Lazard Freres & Cie
Lazard Freres et Cie (investment banking)
121, boulevard Haussman
75008 PARIS
Simone Rozes First honorary President of Cour de
2, rue Villaret de Joyeuse Cassation (government)
75017 PARIS
Executive Officers
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Claude Bebear Chairman of the Executive Board
AXA
23, avenue Matignon
75008 PARIS
Page 35 of 63
<PAGE>
Name, Business Address Present Principal Occupation
Jean-Luc Bertozzi Executive Officer of AXA Assurances IARD
Tour AXA Mutuelle and AXA Assurances Vie Mutuelle
1, place des Saisons
92083 PARIS LA DEFENSE
Donald Brydon(1) Senior Executive Vice-President; Chief
AXA Investment Managers Executive, AXA Investment Managers Europe
60 Gracechurch Street
London EC3V 0HR
U.K.
John Chalsty(2) Senior Executive Vice-President;
DLJ Chairman of Donaldson, Lufkin & Jenrette,
277 Park Avenue Inc. (investment banking)
New York, NY 10172
USA
Henri de Castries Senior Executive Vice-President;
AXA Financial Services and Insurance
23, avenue Matignon Activities in the United States, United
75008 PARIS Kingdom, Benelux, Northern and Eastern
Europe
Francoise Colloch Senior Executive Vice-President,
AXA Group Human Resources and Communications
23, avenue Matignon
75008 PARIS
Jacques Deparis Executive Officer of AXA Courtage and AXA
AXA Courtage Collectives
26, rue Louis le Grand
75002 PARIS
Michael Hegarty Vice Chairman and Chief Operating Officer
Equitable of The Equitable Companies Incorporated
1290 Avenue of the Americas and President and Chief Operating Officer
New York, NY 10104 of The Equitable Life Assurance Society of
USA the United States
- -----------------------------
(1) Citizen of the United Kingdom
(2) Citizen of the United States of America
Page 36 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Tony Killen Senior Executive Vice-President; Managing
National Mutual Holdings Director of National Mutual Holdings
447 Collins Street
Melbourne
Victoria 3000
Australia
Claas Kleyboldt(1) Senior Executive Vice-President; Chairman
AXA Colonia Konzern of the Executive Board AXA Colonia Konzern
Gereondriesch 9-11 AG
50670 Koln
Germany
Gerard de La Martiniere Senior Executive Vice-President and Chief
AXA Financial Officer
23, avenue Matignon
75008 PARIS
Edward Miller President and Chief Executive Officer of
Equitable The Equitable Companies Incorporated;
1290 Avenue of the Americas Chairman and Chief Executive Officer of
New York, NY 10104 The Equitable Life Assurance Society of
USA the United States
Jean-Marie Nessi Chairman and Chief Executive Officer of
AXA Re AXA Reassurance
39, rue de colisee
75008 PARIS
Francois Pierson Executive Officer of AXA Conseil IARD and
AXA Conseil AXA Conseil Vie
21, rue de Chateaudun
75009 PARIS
Michel Pinault Senior Executive Vice-President and
AXA Secretary of the Executive Board
23, avenue Matignon
75008 PARIS
- -----------------------------
(1) Citizen of Germany
Page 37 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Claude Tendil Senior Executive Vice-President; Chairman
AXA and Chief Executive Officer - French
23, avenue Matignon Insurance activities, international risks,
75008 PARIS transborder insurance projects
Dave H. Williams(1) Senior Executive Vice-President; Chairman
Alliance Capital of Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, NY 10105
USA
Mark Wood Senior Executive Vice President;
SLPH Managing Director of Sun Life & Provincial
107 Cheapside Holdings (insurance)
London EC2V 6DU
U.K.
- -----------------------------
(1) Citizen of the United States of America
Page 38 of 63
<PAGE>
Exhibit 2
EXECUTIVE OFFICERS AND
MEMBERS OF THE CONSEIL D'ADMINISTRATION
OF
FINAXA
The names of the Members of the Conseil d'Administration and 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;
AXA Chairman of the Executive Board of AXA
23, avenue Matignon
75008 PARIS
*Henri de Castries Senior Executive Vice-President,
AXA Financial Services and Insurance
23, avenue Matignon Activities in the United States, United
75008 PARIS Kingdom, Benelux, Northern and Eastern
Europe
*Henri de Clermont-Tonnerre Chairman of the Supervisory Board of
ERSA Qualis SCA (transportation)
90, rue de Miromesnil
75008 PARIS
*Jean-Rene Fourtou Chairman andrChief Executive Officer of
Permanent representative of AXA Rhone-Poulenc S.A.(manufacturer of
ASSURANCES IARD MUTUELLE chemicals and agricultural products)
Rhone Units
25, Quai Paul Doumer
92408
COURBEVOIE
*Patrice Garnier Retired
Page 39 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
*Henri Hottinguer(1) Vice-Chairmane of Financiere Hottinguer
Financiere (banking)
HOTTINGUER
43, rue Taitbout
75009 PARIS
*Paul Hottinguer(1) Chairman of Financiere Hottinguer
Financiere (banking)
HOTTINGUER
43, rue Taitbout
75009 PARIS
*Henri Lachmann Vice-Chairman and Chief Executive Officer
SCHNEIDER S.A. of Schneider SA (electric equipment)
64-70, Av. Jean-Baptiste Clement
92646 BOULOGNE CEDEX
*Andre Levy-Lang Chairman of the Executive Board of
PARIBAS PARIBAS (banking)
3, Rue d'Antin
75002 PARIS
*Christian Manset Member of the Executive Board of
PARIBAS PARIBAS (banking)
3, Rue d'Antin
75002 PARIS
*Georges Rousseau Retired
*Emilio de Ybarra y Churruca Chairman and Chief Executive Officer of
BBV BANCO BILBAO VIZCAYA (banking)
Paseo de la
Castellana, 81
28046 MADRID
ESPAGNE
Gerard de La Martiniere Chief Executive Officer;
AXA Senior Executive Vice-President and Chief
23, avenue Matignon Financial Officer of AXA
75008 PARIS
- -----------------------------
* Member, Conseil d'Administration
- -----------------------------
(1) Citizen of Switzerland
Page 40 of 63
<PAGE>
Exhibit 3
EXECUTIVE OFFICERS AND
MEMBERS OF THE CONSEIL D'ADMINISTRATION
OF
AXA ASSURANCES IARD MUTUELLE
The names of the Members of the Conseil d'Administration and of the
Executive Officers of AXA Assurances IARD 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 IARD
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 IARD Mutuelle and each individual is a citizen of the Republic of
France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman;
AXA Chairman of the Executive Board of AXA
23, avenue Matignon
75008 PARIS
* Henri Lachmann Vice President;
SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer
64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment)
92646 BOULOGNE CEDEX
* Claude Tendil Senior Executive Vice-President of AXA;
AXA Chairman and Chief Executive Officer -
23, avenue Matignon French Insurance activities, international
75008 PARIS risks, transborder insurance projects
Jean-Luc Bertozzi Executive Officer of AXA Assurances IARD
Tour AXA and AXA Assurances Vie
1, place des Saisons
92083 PARIS LA DEFENSE
* Henri de Castries Senior Executive Vice-President, Financial
AXA Services and Insurance Activities in the
23, avenue Matignon United States, United Kingdom, Benelux,
75008 PARIS Northern and Eastern Europe
* Jean-Rene Fourtou Chairman andrChief Executive Officer of
Rhone-Poulenc Rhone-Poulenc S.A. (manufacturer of
25, Quai Paul Doumer chemicals and agricultural products)
92408 COURBEVOIE
Page 41 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board of
ERSA Qualis SCA (transportation)
90, rue de Miromesnil
75008 PARIS
* Francois Richer Retired
* Georges Rousseau Retired
* Gerard Coutelle Retired
* Francis Vaudour Retired
* Jean-Pierre Chaffin Representing Chairman
ASSSE Federation de la Metallurgie
CFE-CGC
5, rue La Bruyere
75009 PARIS
* Jean de Ribes Manager
Fortuny Fortune
Conseil
5 avenue Percier
75008 PARIS
- -----------------------------
* Member, Conseil d'Administration
Page 42 of 63
<PAGE>
Exhibit 4
EXECUTIVE OFFICERS AND
MEMBERS OF THE CONSEIL D'ADMINISTRATION
OF
AXA ASSURANCES VIE MUTUELLE
The names of the Members of the Conseil d'Administration and 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;
AXA Chairman of the Executive Board of AXA
23, avenue Matignon
75008 PARIS
* Henri Lachmann Vice President;
SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer
64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment)
92646 BOULOGNE CEDEX
* Claude Tendil Senior Executive Vice-President of AXA
AXA Chairman and Chief Executive Officer -
23, avenue Matignon French Insurance activities, international
75008 PARIS risks, transborder insurance projects
Jean-Luc Bertozzi Executive Officer of AXA Assurances IARD
Tour AXA and AXA Assurances Vie
1, place des Saisons
92083 PARIS LA DEFENSE
* Henri de Castries Senior Executive Vice-President, Financial
AXA Services and Insurance Activities in the
23, avenue Matignon United States, United Kingdom, Benelux,
75008 PARIS Northern and Eastern Europe
* Jean-Rene Fourtou Chairman and Chief Executive Officer of
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of
25, Quai Paul Doumer chemicals and agricultural products)
92408 COURBEVOIE
Page 43 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board of
ERSA Qualis SCA (transportation)
90, rue de Miromesnil
75008 PARIS
* Francois Richer Retired
* Georges Rousseau Retired
* Gerard Coutelle Retired
* Francis Vaudour Retired
* Jean-Pierre Chaffin Representing Chairman
ASSE Federation de la Metallurgie
CFE-CGC
5, rue La Bruyere
75009 PARIS
* Jean de Ribes Manager
Fortuny Fortune
Conseil
5 avenue Percier
75008 PARIS
- --------------------------
* Member, Conseil d'Administration
Page 44 of 63
<PAGE>
Exhibit 5
EXECUTIVE OFFICERS AND
MEMBERS OF THE 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 de 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;
AXA Chairman of the Executive Board of AXA
23, avenue Matignon
75008 PARIS
* Henri Lachmann Vice President;
SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer
64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment)
92646 BOULOGNE CEDEX
* Claude Tendil SeniorTExecutive Vice-President of AXA;
AXA Chairman and Chief Executive Officer -
23, avenue Matignon French Insurance activities, international
75008 PARIS risks, transborder insurance projects
Jacques Deparis Executive Officer of AXA Courtage IARD
AXA Courtage and AXA Collectives
26, rue Louis le Grand
75002 PARIS
* Henri de Castries Senior Executive Vice-President, Financial
AXA Services and Insurance Activities in the
23, avenue Matignon United States, United Kingdom, Benelux,
75008 PARIS Northern and Eastern Europe
* Jean-Rene Fourtou Chairman and Chief Executive Officer of
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of
25, Quai Paul Doumer chemicals and agricultural products)
92408 COURBEVOIE
* Patrice Garnier Retired
Page 45 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Francis Cordier Retired
* Georges Rousseau Retired
* Gerard Coutelle Retired
* Jean-Pierre Chaffin Representing Chairman
ASSSE Federation de la Metallurgie
CFE-CGC
5, rue La Bruyere
75009 PARIS
* Jean de Ribes Manager
Fortuny Fortune
Conseil
5 avenue Percier
75008 PARIS
- -----------------------
* Member, Conseil d'Administration
Page 46 of 63
<PAGE>
Exhibit 6
EXECUTIVE OFFICERS AND
MEMBERS OF THE CONSEIL D'ADMINISTRATION
OF
AXA CONSEIL VIE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration and of the Executive
Officers of AXA Conseil Vie 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 Conseil Vie Assurance
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 AXA Conseil Vie Assurance Mutuelle and each
individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Claude Bebear Chairman;
AXA Chairman of the Executive Board of AXA
23, avenue Matignon
75008 PARIS
* Henri Lachmann Vice President;
SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer
64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment)
92646 BOULOGNE CEDEX
* Claude Tendil Senior Executive Vice-President of AXA;
AXA Chairman and Chief Executive Officer -
23, avenue Matignon French Insurance activities, international
75008 PARIS risks, transborder insurance projects
Francois Pierson Executive Officer of AXA Conseil Vie and
AXA Conseil AXA Conseil IARD
21, rue de Chateaudun
75009 PARIS
* Henri de Castries Senior Executive Vice-President, Financial
AXA Services and Insurance Activities in the
23, avenue Matignon United States, United Kingdom, Benelux,
75008 PARIS Northern and Eastern Europe
* Jean-Rene Fourtou Chairman andrChief Executive Officer of
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of
25, Quai Paul Doumer chemicals and agricultural products)
92408 COURBEVOIE
* Patrice Garnier Retired
Page 47 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Francois Cordier Retired
* Francois Richer Retired
* Bernard Cornille Retired
* Francis Vaudour Retired
* Henri de Clermont Tonnerre Chairman of the Supervisory Board of
ERSA Qualis SCA (transportation)
90 rue de Miromesnil
75008 PARIS
* Jean de Ribes Manager
Fortuny Fortune
Conseil
5 avenue Percier
75008 PARIS
- ------------------------
* Member, Conseil d'Administration
Page 48 of 63
<PAGE>
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 1290
Avenue of the Americas, New York, New York 10104. 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 Executive Board, AXA
AXA
23, avenue Matignon
75008 Paris, France
* John S. Chalsty Chairman of the Board, Donaldson, Lufkin
Donaldson, Lufkin & Jenrette, Inc. & Jenrette, Inc. (investment banking)
277 Park Avenue
New York, NY 10172
* Francoise Colloc'h (1) Senior Executive Vice President,
AXA Human Resources and Communications,
23, avenue Matignon AXA
75008 Paris, France
* Henri de Castries (1) Chairman of the Board; Senior Executive
AXA Vice President-Financial Services and Life
23, avenue Matignon Insurance Activities (U.S., Germany, U.K.
75008 Paris, France and Benelux), AXA
* Joseph L. Dionne Chairman of the Board,
The McGraw-Hill Companies The McGraw Hill Companies
1221 Avenue of the Americas (publishing)
New York, NY 10020
* Jean-Rene Fourtou (1) Chairman and Chief Executive Officer,
Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of
25 quai Paul Doumer chemicals and agricultural products)
92408 Courbevoie Cedex,
France
* Jacques Friedmann (1) Chairman of the Supervisory Board of AXA
AXA
9, Place Vendome
75001 Paris, France
Page 49 of 63
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
Robert E. Garber Executive Vice President and General
Counsel; Executive Vice President and
General Counsel of The Equitable Life
Assurance Society of the United States
Jerome S. Golden Executive Vice President; Executive Vice
President of The Equitable Life Assurance
Society of the United States
* Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf, Lamb,
LeBoeuf, Lamb, Greene & MacRae, Greene & MacRae, L.L.P. (law firm)
L.L.P.
125 West 55th Street
New York, NY 10019
* Anthony J. Hamilton (2) Group Chairman and Chief Executive of
Fox-Pitt, Kelton Group Limited Fox-Pitt, Kelton Group Limited (investment
35 Wilson Street banking firm)
London, England EC2M 2SJ
* John T. Hartley Director and retired Chairman and Chief
Harris Corporation Executive Officer of Harris Corporation
1025 Nasa Boulevard (manufacturer of electronic, telephone and
Melbourne, FL 32919 copying systems)
* John H. F. Haskell, Jr. Director and Managing Director of Warburg
Warburg Dillon Read LLC Dillon Read LLC (investment banking)
535 Madison Avenue
New York, NY 10028
* Michael Hegarty Vice Chairman and Chief Operating Officer;
President and Chief Operating Officer of
The Equitable Life Assurance Society of
the United States
* Nina Henderson President of Bestfoods Grocery (food
Bestfoods Grocery manufacturer)
700 Sylvan Avenue
Englewood Cliffs, NJ 07632
* W. Edwin Jarmain (3) President of Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
121 King Street West
Suite 2525, Box 36
Toronto, Ontario M5H 3T9
Canada
Page 50 of 50
<PAGE>
Name, Business Address Present Principal Occupation
- ---------------------- ----------------------------
* Edward D. Miller President and Chief Executive Officer;
Chairman and Chief Executive Officer of
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 of
The Equitable Life Assurance Society of
the United States
* Didier Pineau-Valencienne (1) Vice Chairman of Credit Suisse First
6470, avenue Jean Baptiste Clement Boston (investment banking)
92646 Boulogne-Billancourt Cedex,
France
* George J. Sella, Jr. Retired Chairman and Chief Executive
American Cyanamid Company Officer, American Cyanamid Company
P.O. Box 397 (manufacturer of pharmaceutical products
Newton, NJ 07860 and agricultural herbicides and
pesticides)
Jose Suquet Executive Vice President; Senior Executive
Vice President and Chief Distribution
Officer of The Equitable Life Assurance
Society of the United States
Peter J. Tobin Dean of the College of Business
Administration, St. John's University
Stanley B. Tulin Executive Vice President and Chief
Financial Officer; Vice Chairman and Chief
Financial Officer of The Equitable Life
Assurance Society of the United States
* Dave H. Williams Chairman of Alliance Capital Management
Alliance Capital Management Corporation
Corporation
1345 Avenue of the Americas
New York, NY 10105
- ---------------------------
* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Canada
Page 51 of 63
<PAGE>
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"), which is the sole member of Equitable Holdings, LLC, 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
Equitable at 1290 Avenue of the Americas, New York, New York 10104. 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
---------------------- ----------------------------
Leon B. Billis Executive Vice President and Chief
Information Officer
Derry E. Bishop Executive Vice President and Chief Agency
Officer
Robert T. Brockbank Executive Vice President and AXA Group
Deputy Chief Information Officer
John A. Caroselli Executive Vice President
* Francoise Colloc'h (1) Senior Executive Vice President, Group
AXA Human Resources and Communications,
23, avenue Matignon AXA
75008 Paris, France
* Henri de Castries (1) Senior Executive Vice President Financial
AXA Services and Life Insurance Activities (U.S.,
23, avenue Matignon Germany, U.K. and Benelux), AXA
75008 Paris, France
* Joseph L. Dionne Chairman of the Board of The McGraw Hill
The McGraw-Hill Companies Companies (publishing)
1221 Avenue of the Americas
New York, NY 10020
Page 52 of 63
<PAGE>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Denis Duverne (1) Senior Vice President, International
AXA (US-UK-Benelux), AXA
23, avenue Matignon
75008 Paris, France
* Jean-Rene Fourtou (1) Chairman and Chief Executive Officer of
Rhone-Poulenc S.A. Rhone-Poulenc S.A.(manufacturer of
25 quai Paul Doumer chemicals and agricultural products)
92408 Courbevoie Cedex,
France
* Norman C. Francis President, Xavier University of Louisiana
Xavier University of Louisiana
7235 Palmetto Street
New Orleans, LA 70125
Robert E. Garber Executive Vice President and General
Counsel; Executive Vice President and
General Counsel of The Equitable
Companies Incorporated
Jerome S. Golden Executive Vice President;
Executive Vice President of The Equitable
Companies Incorporated
* Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf,
LeBoeuf, Lamb, Greene & MacRae, Lamb, Greene & MacRae, L.L.P.
L.L.P. (law firm)
125 West 55th Street
New York, NY 10019
* John T. Hartley Director and retired Chairman and Chief
Harris Corporation Executive Officer of Harris Corporation
1025 Nasa Boulevard (manufacturer of electronic, telephone and
Melbourne, FL 32919 copying systems)
* John H. F. Haskell, Jr. Director and Managing Director, Warburg
Warburg Dillon Read LLC Dillon Read LLC (investment banking firm)
535 Madison Avenue
New York, NY 10022
Page 53 of 63
<PAGE>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* Michael Hegarty President and Chief Operating Officer;
Vice Chairman and Chief Operating Officer
of The Equitable Companies Incorporated
* Nina Henderson President of Bestfoods Grocery (food
Bestfoods Grocery manufacturer)
700 Sylvan Avenue
Englewood Cliffs, NJ 07632
* W. Edwin Jarmain (3) President of Jarmain Group Inc. (private
Jarmain Group Inc. investment holding company)
121 King Street West
Suite 2525
Toronto, Ontario M5H379
Canada
* George T. Lowy Counselor-at-Law, Partner, Cravath,
Cravath, Swaine & Moore Swaine & Moore (law firm)
825 Eighth Avenue
New York, NY 10019
Michael S. Martin Executive Vice President and Chief
Marketing Officer
Richard J. Matteis Executive Vice President
* Edward D. Miller Chairman and Chief Executive Officer;
President and Chief Executive Officer of
The Equitable Companies Incorporated
Peter D. Noris Executive Vice President and Chief
Investment Officer; Executive Vice
President and Chief Investment Officer of
The Equitable Companies Incorporated
Brian S. O'Neil Executive Vice President
* Didier Pineau-Valencienne (1) Vice Chairman of Credit Suisse First
6470, avenue Jean-Baptiste Boston (investment banking)
Clement
92646 Boulogne-Billancourt Cedex,
France
Page 54 of 63
<PAGE>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
* George J. Sella, Jr. Retired Chairman and Chief Executive
American Cyanamid Company Officer of American Cyanamid Company
P.O. Box 397 (manufacturer pharmaceutical products
Newton, NJ 07860 and agricultural herbicides and
pesticides)
Jose Suquet Senior Executive Vice President and Chief
Distribution Officer; Executive Vice
President of The Equitable Companies
Incorporated
Peter J. Tobin Dean of the College of Business
Administration, St. John's University
* Stanley B. Tulin Vice Chairman and Chief Financial Officer;
Executive Vice President and Chief
Financial Officer of The Equitable
Companies Incorporated
Gregory G. Wilcox Executive Vice President
* Dave H. Williams Chairman of Alliance Capital Management
Alliance Capital Corporation
1345 Avenue of the Americas
New York, NY 10105
R. Lee Wilson Executive Vice President
and Deputy Chief Financial Officer
- ------------------------
* Director
(1) Citizen of the Republic of France
(2) Citizen of the United Kingdom
(3) Citizen of Canada
Page 55 of 63
<PAGE>
Exhibit 10
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 1290
Avenue of the Americas, New York, New York 10104. 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
---------------------- ----------------------------
* Michael Hegarty Executive Vice President and Chief
Operating Officer; President and Chief
Operating Officer of The Equitable Life
Assurance Society of the United States;
Vice Chairman and Chief Operating Officer
of The Equitable Companies incorporated
* Edward D. Miller Chairman, President and Chief Executive
Officer; Chairman and Chief Executive
Officer of The Equitable Life Assurance
Society of the United States; President
and Chief Executive Officer of The
Equitable Companies Incorporated
* Stanley B. Tulin Executive Vice President and Chief
Financial Officer; Vice Chairman and Chief
Financial Officer of The Equitable Life
Assurance Society of the United States;
Executive Vice President and Chief
Financial Officer of The Equitable
Companies Incorporated
- -----------------------
* Director
Page 56 of 63
<PAGE>
Exhibit 11
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 1290 Avenue of the Americas,
New York, New York, 10104. 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
---------------------- ----------------------------
* Kevin R. Byrne Senior Vice President and Chief Financial
Officer; Senior Vice President and
Treasurer of The Equitable Life Assurance
Society of the United States and The
Equitable Companies Incorporated
* Michael Hegarty President and Chief Operating Officer of
The Equitable Life Assurance Society of
the United States; Vice Chairman and Chief
Operating Officer of The Equitable
Companies Incorporated
* Edward D. Miller Chairman and Chief Executive Officer of
The Equitable Life Assurance Society of
the United States; President and Chief
Executive Officer of The Equitable
Companies Incorporated
* Stanley B. Tulin Chairman, President and Chief Executive
Officer; Vice Chairman and Chief Financial
Officer of The Equitable Life Assurance
Society of the United States; Executive
Vice President and Chief Financial Officer
of The Equitable Companies Incorporated
- ----------------------
* Director
Page 57 of 63
<PAGE>
Exhibit 12
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 1290
Avenue of the Americas, New York, New York 10104. 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
---------------------- ----------------------------
* Kevin R. Byrne Senior Vice President and Chief Financial
Officer; Senior Vice President and
Treasurer of The Equitable Life Assurance
Society of the United States and The
Equitable Companies Incorporated
* Michael Hegarty President and Chief Operating Officer of
The Equitable Life Assurance Society of
the United States; Vice Chairman and Chief
Operating Officer of The Equitable
Companies Incorporated
* Edward D. Miller Chairman and Chief Executive Officer of
The Equitable Life Assurance Society of
the United States; President and Chief
Executive Officer of The Equitable
Companies Incorporated
* Stanley B. Tulin Chairman, President and Chief Executive
Officer; Vice Chairman and Chief Financial
Officer of The Equitable Life Assurance
Society of the United States; Executive
Vice President and Chief Financial Officer
of The Equitable Companies Incorporated
- ----------------------
* Director
Page 58 of 63
<PAGE>
Exhibit 17
PRESS RELEASE
Media Contact: Duff Ferguson
(212) 969-1056
Investor Contact: Anne Drennan
(212) 969-6443
ALLIANCE CAPITAL MANAGEMENT L.P.
ANNOUNCES PROPOSED REORGANIZATION
New York, N.Y., April 8, 1999 -- Alliance Capital Management L.P.
(NYSE: AC) ("Alliance") today announced a proposed reorganization of Alliance's
business that will give investors in Alliance the choice between 1) continuing
to hold liquid units of Alliance listed on the New York Exchange that are
subject to a federal tax on Alliance's gross business income and 2) holding a
highly illiquid interest in a new private limited partnership that is not
subject to that tax.
Alliance proposes to transfer its business to a newly-formed private
limited partnership which will conduct Alliance's business without change in
management or employee responsibilities. Alliance's principal asset will be its
interest in the new partnership, and it will function solely as a holding
company through which public unitholders will continue to own an indirect
interest in Alliance's business. Immediately after the reorganization, Alliance
will change its name to "Alliance Capital Management Holding L.P.", and the new
partnership will assume the name "Alliance Capital Management L.P."
In connection with the proposed reorganization, Alliance will offer all
holders of Alliance units the opportunity to exchange their units in Alliance
for units of limited partnership interest in the new partnership on a
one-for-one basis.
Alliance is a publicly-traded partnership for federal tax purposes and
is therefore generally not required to pay federal income taxes. Alliance is,
however, subject to a federal tax of 3.5% on gross business income from the
active conduct of a trade or business pursuant to The Taxpayer Relief Act of
1997. The new partnership, on the other hand, will be a private partnership and
will not be subject to the federal tax. However, units of limited partnership
interest in the new partnership will not be listed on any securities exchange
and will be subject to significant restrictions on sale or transfer.
Accordingly, certain unitholders may not find it advantageous to participate in
the exchange because of the transfer restrictions on interests in the new
partnership.
All unitholders will have the right to retain their existing
publicly-traded units in Alliance.
The reorganization will also provide Alliance with the opportunity to
offer tax advantaged private partnership interests as consideration in future
acquisitions and for raising additional equity capital in instances where the
restrictions on sale or transfer of these interests are acceptable.
Page 59 of 63
<PAGE>
The proposed reorganization will require the approval of a majority of
Alliance's unaffiliated public unitholders and certain other contractual and
regulatory approvals. Unitholders are not being asked to take any action at this
time. Alliance intends to send its limited partners and unitholders a proxy
statement/prospectus describing in detail the proposed reorganization and
unitholder voting procedures. The exchange offer will take place pursuant to an
exchange offer prospectus that Alliance will mail separately to unitholders.
Alliance expects that the reorganization and exchange offer will be completed in
the third quarter of 1999.
As of December 31, 1998 Alliance's general partner, Alliance Capital
Management Corporation (an indirect wholly-owned subsidiary of The Equitable
Life Assurance Society of the United States ("Equitable"), owned a 1% general
partnership interest in Alliance. Alliance Capital Management Corporation will
also be the general partner of the new partnership. Approximately 57% of
Alliance's outstanding units are beneficially owned by Equitable. Equitable is
expected to exchange substantially all of its interests in Alliance units for
interests in the new partnership. Equitable has agreed to pay the transaction
costs associated with the reorganization.
About Alliance Capital Management L.P.
Alliance is the nation's largest publicly-traded asset manager, as
measured by assets under management, with $286.7 billion in client assets under
management at December 31, 1998. Alliance manages retirement assets for many of
the largest public and private employee benefit plans (including 35 of the
nation's Fortune 100 companies), for public employee retirement funds in 34 out
of the 50 states, and for foundations, endowments, banks, and insurance
companies. Alliance is one of America's largest mutual fund sponsors, with a
diverse family of fund portfolios and over 3.6 million shareholder accounts.
Page 60 of 63
<PAGE>
Exhibit 18
EXCHANGE AGREEMENT
THIS EXCHANGE AGREEMENT (this "Agreement") is dated as of April 8, 1999 by
and among Alliance Capital Management L.P., a Delaware limited partnership
("Alliance Holding"), Alliance Capital Management L.P. II, a Delaware limited
partnership ("Alliance Capital"), and The Equitable Life Assurance Society of
the United States, a New York stock life insurance corporation ("Equitable
Life").
WHEREAS, Alliance Holding proposes to reorganize its business, such
reorganization (the "Reorganization") to involve, among other things: (i) the
transfer or assignment (the "Transfer") by Alliance Holding of all or
substantially all of its assets to Alliance Capital in exchange for the issuance
by Alliance Capital to Alliance Holding of 100% of the units of limited
partnership interest in Alliance Capital ("Alliance Capital Units") and a
general partnership interest in Alliance Capital and the assumption by Alliance
Capital of all or substantially all of the liabilities of Alliance Holding and
(ii) the offer by Alliance Holding to exchange on a one-for-one basis
outstanding Alliance Holding units for Alliance Capital Units (the "Exchange
Offer"), subject to terms and conditions to be agreed upon among the parties,
pursuant to an exchange offer registered with the Securities and Exchange
Commission; and
WHEREAS, Equitable Life and its affiliates own approximately 57% of the
outstanding Alliance Holding units.
NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the parties hereby agree as follows:
1. Agreement to Exchange. Immediately after the consummation of the Exchange
Offer, Equitable Life agrees to exchange, and to cause its affiliates who hold
Alliance Holding units to exchange, substantially all of such Alliance Holding
units for Alliance Capital Units held by Alliance Holding, subject to the same
terms and conditions as the Exchange Offer (the "Private Exchange").
2. Conditions to Obligations. The obligations of Equitable Life to consummate
the Private Exchange shall be subject to the fulfillment of the following
conditions: (a) the conditions to the closing of the transactions contemplated
by the draft Agreement and Plan of Reorganization (in substantially the form
distributed to the directors of Alliance Holding in connection with their April
8, 1999 special meeting (the "Special Meeting")) shall have been satisfied; and
(b) the Transfer and the Exchange Offer shall have been consummated on
substantially the terms described in the draft Proxy Statement/S-4 Registration
Page 61 of 63
<PAGE>
Statement distributed to the directors of Alliance Holding in connection with
the Special Meeting, with any additions, deletions or amendments thereto as may
be approved by Equitable Life.
3. Termination. This Agreement may be terminated at any time (a) by the written
agreement of the parties hereto; (b) by any of Alliance Holding, Alliance
Capital or Equitable Life if any condition specified in Section 2 shall not have
been satisfied or waived prior to December 31, 1999; or (c) by Equitable Life if
the Reorganization is abandoned.
4. Miscellaneous.
(a.) This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware, without giving effect to any
conflicts or choice of law provisions that would make applicable the substantive
laws of any other jurisdiction.
(b) This Agreement may be amended only with the prior written consent of
each party hereto.
(c) This Agreement may be executed simultaneously in two or more
counterparts each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
(d) This Agreement shall be superceded (without further action by the
parties hereto) by the Agreement and Plan of Reorganization upon execution
thereof by Equitable Life, Alliance Holding, Alliance Capital and Alliance
Capital Management Corporation.
Page 62 of 63
<PAGE>
IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
hereto as of the date first above written.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation
its general partner
By:
-------------------------------------
Name:
Title:
ALLIANCE CAPITAL MANAGEMENT L.P. II
By: Alliance Capital Management Corporation
its general partner
By:
-------------------------------------
Name:
Title:
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By:
-------------------------------------
Name:
Title:
Page 63 of 63
