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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FINAL AMENDMENT TO SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
f/k/a ALLIANCE CAPITAL MANAGEMENT L.P.
(Name of issuer and person filing statement)
Units of Limited Partnership Interest
(Title of class of securities)
01855A101
(CUSIP number of class of securities)
DAVE H. WILLIAMS
ALLIANCE CAPITAL MANAGEMENT CORPORATION
1345 Avenue of the Americas
New York, New York 10105
(212) 969-1000
(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person filing statement)
Copies to:
Phillip R. Mills, Esq. David R. Brewer, Jr., Esq.
Davis Polk & Wardwell Alliance Capital Management L.P.
450 Lexington Avenue 1345 Avenue of the Americas
New York, New York 10017 New York, New York 10105
(212) 450-4000 (212) 969-1000
September 30, 1999
(Date tender offer first published, sent or given to security holders)
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$938,525,000 $260,910
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*Determined pursuant to Rule 0-11(b)(1). Based upon the market value of the
maximum number of Alliance Capital Management L.P. units to be received by
Alliance Capital Management L.P. in the exchange (34,600,000 units) as
established by the average of the high and low sales prices of the Alliance
Capital Management L.P. units on September 24, 1999 on the consolidated tape,
which was $27.1250.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form or
schedule and the date of its filing.
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<S> <C> <C> <C>
Amount Previously Paid: (a) $ 91,790 Filing Party: (a) Alliance Capital Management L.P.
(b) $218,990 (b) Alliance Capital Management L.P. II
Form or Registration No.: (a) Preliminary Proxy Statement Date Filed: (a) April 22, 1999
on Schedule 14A
(b) Registration No. 333-84477 (b) August 3, 1999
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This final Amendment amends the Schedule 13E-4 (the "Schedule 13E-4") of
Alliance Capital Management Holding L.P., f/k/a Alliance Capital Management
L.P. ("Alliance Holding"), filed on September 30, 1999, as amended by Amendment
No. 1 filed on October 7, 1999 and Amendment No. 2 filed on October 15, 1999,
relating to the offer by Alliance Holding to each of its unitholders to
exchange up to 34,600,000 units, each unit representing an assignment of a
beneficial interest in a corresponding limited partnership interest in Alliance
Holding (a "Unit"), for units of limited partnership interest in Alliance
Capital Management L.P., f/k/a Alliance Capital Management L.P. II, upon the
terms and subject to the conditions set forth in the Exchange Offer Prospectus
dated September 30, 1999 and the related Letter of Transmittal. Terms defined
in the Schedule 13E-4 and not separately defined herein shall have the meaning
of such terms in the Schedule 13E-4.
Item 1. Security and Issuer.
A total of 4,731,279 Units were validly tendered in the exchange offer and
not withdrawn, including Units for which certificates were delivered to the
Depository pursuant to the offer's guaranteed delivery procedure. Alliance
Holding has accepted all such validly tendered Units, and as a result no
proration factor has been applied.
Item 9. Material to be Filed as Exhibits.
Item 9 is hereby amended by the addition of the following Exhibits:
(a)(9) Press Release dated October 29, 1999
(a)(10) Second Press Release dated October 29, 1999
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this final Amendment to the Schedule 13E-4 is
true, complete and correct.
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
By: ALLIANCE CAPITAL MANAGEMENT CORPORATION,
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
Dated: November 11, 1999
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Exhibit (a)(9)
Media Contact: Duff Ferguson
(212) 969-1056
Investor Contact: Karen Caddick
(212) 969-6414
ALLIANCE CAPITAL MANAGEMENT L.P.
ANNOUNCES EXPIRATION OF EXCHANGE OFFER
New York, N.Y., October 29, 1999 - Alliance Capital Management L.P. (NYSE: AC)
("Alliance") today announced that it has accepted for exchange all units of
Alliance validly tendered pursuant to its exchange offer for outstanding units
of Alliance.
Alliance had offered to exchange up to 34,600,000 Alliance units for units
in a newly formed private partnership on terms set forth in the exchange offer
announced on September 30, 1999 in connection with the reorganization of
Alliance's business. The reorganization was approved by Unitholders at the
special meeting of Unitholders held on September 22, 1999. The offer expired at
12:00 A.M., New York City time, on October 29, 1999.
As previously announced, Alliance expects to implement the reorganization
as of the close of business today. Alliance will transfer its business to the
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
<PAGE>
Holding L.P.", and the new partnership will assume the name "Alliance Capital
Management L.P." Alliance Capital Management Holding L.P. will continue to
trade on the New York Stock Exchange under the symbol "AC" and CUSIP No.
01855A101.
About Alliance Capital Management L.P.
Alliance is a major asset manager, ranked 12th in the world at year-end
1998, with more than $317.3 billion in client assets under management at
September 30, 1999. Alliance manages retirement assets for many of the largest
public and private employee benefit plans (including 28 of the nation's Fortune
100 companies), for public employee retirement funds in 31 out of the 50
states, and for foundations, endowments, banks, and insurance companies
worldwide. Alliance is one of America's largest mutual fund sponsors, with a
diverse family of fund portfolios and approximately 4.8 million shareholder
accounts.
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Exhibit (a)(10)
FOR IMMEDIATE RELEASE:
Media Contact: Duff Ferguson
(212) 969-1056
Investor Contact: Karen Caddick
(212) 969-6414
ALLIANCE CAPITAL MANAGEMENT L.P.
ANNOUNCES RESULTS OF EXCHANGE OFFER
New York, N.Y., October 29, 1999 - Alliance Capital Management L.P. (NYSE: AC)
("Alliance") announced that it has accepted for exchange all units of Alliance
validly tendered pursuant to its exchange offer for outstanding units of
Alliance.
Approximately 4,713,279 Alliance Units were tendered in the exchange
offer. Alliance exchanged all tendered Units for units in the new private
partnership. No tendered Units were rejected pursuant to the cap on tenders.
In addition, Equitable Life and its affiliates exchanged, in a private
exchange, approximately 95,069,125 Alliance Units for units in the private
partnership.
As previously announced, Alliance implemented the reorganization as of the
close of business today. Alliance transferred its business to the newly-formed
private limited partnership which will conduct Alliance's business without
change in management or employee responsibilities.
Alliance's principal asset is 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 changed its name to "Alliance Capital Management
<PAGE>
Holding L.P.", and the new partnership will assumed the name "Alliance Capital
Management L.P." Alliance Capital Management Holding L.P. units will
continue to trade on the New York Stock Exchange under the symbol "AC" with a
new CUSIP No. 01855A101. Total outstanding units of Alliance Capital
Management Holding L.P. are now approximately 71.8 million.
About Alliance Capital Management L.P.
Alliance is a major asset manager, ranked 12th in the world at year-end
1998, with more than $317.3 billion in client assets under management at
September 30, 1999. Alliance manages retirement assets for many of the largest
public and private employee benefit plans (including 28 of the nation's Fortune
100 companies), for public employee retirement funds in 31 out of the 50
states, and for foundations, endowments, banks, and insurance companies
worldwide. Alliance is one of America's largest mutual fund sponsors, with a
diverse family of fund portfolios and approximately 4.8 million shareholder
accounts.
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