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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 8, 1999
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ALLIANCE CAPITAL MANAGEMENT L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-9818 13-3434400
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1345 Avenue of the Americas, New York, New York 10105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-969-1000
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
Item 5. OTHER EVENTS
On April 8, 1999 Alliance Capital Management L.P. ("Partnership")
issued a press release that announced a proposed reorganization of the
Partnership's business that will give investors in the Partnership the
choice between 1) continuing to hold liquid units of the Partnership
listed on the New York Stock Exchange that are subject to a federal
tax on the Partnership's gross business income and 2) holding a highly
illiquid interest in a new private limited partnership that is not
subject to that tax.
The proposed reorganization will require the approval of a
majority of the Partnership's unaffiliated public unitholders and
certain other contractual and regulatory approvals. The related
exchange offer will take place pursuant to an exchange offer
prospectus that the Partnership will mail to unitholders. The
Equitable Life Assurance Society of the United States ("Equitable
Life") and its affiliates, which beneficially own approximately 57% of
the Partnership's outstanding units, intend to exchange substantially
all of their units in the Partnership for limited partnership
interests and a general partnership interest in the new private
limited partnership. Equitable Life, the Partnership and the new
private limited partnership have entered into an Exchange Agreement,
dated as of April 8, 1999, whereby Equitable Life has agreed, on the
terms and conditions stated therein, to exchange, and to cause its
affiliates who hold Partnership units to exchange, substantially all
of such units for units in the new private limited partnership
immediately following, and subject to the same terms and conditions
as, the public exchange offer.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
10.107 Press Release dated April 8, 1999.
10.108 Form of Exchange Agreement dated as of April 8,
1999 by and among Alliance Capital Management
L.P., Alliance Capital Management L.P. II and the
Equitable Life Assurance Society of the United
States.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIANCE CAPITAL MANAGEMENT L.P.
Dated: April 8, 1999 By: Alliance Capital Management
Corporation, General Partner
By: /s/Robert H. Joseph, Jr.
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Robert H. Joseph, Jr.
Senior Vice President and
Chief Financial Officer
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EXHIBIT 10.107 TO FORM 8-K DATED APRIL 8, 1999
Media Contact: Duff Ferguson
(212) 969-1056
PRESS RELEASE
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 Stock 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.
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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.
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.
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EXHIBIT 10.108 TO FORM 8-K DATED APRIL 8, 1999
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 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.
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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.
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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: /s/Robert H. Joseph, Jr.
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Name: Robert H. Joseph, Jr.
Title: Senior Vice President and
Chief Financial Officer
ALLIANCE CAPITAL MANAGEMENT L.P. II
By: Alliance Capital Management Corporation
its general partner
By: /s/Robert H. Joseph, Jr.
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Name: Robert H. Joseph, Jr.
Title: Senior Vice President and
Chief Financial Officer
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/Stanley B. Tulin
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Name: Stanley B. Tulin
Title: Vice Chairman and
Chief Financial Officer
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