UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145
Washington, D.C. 20549 Estimated Average Burden
SCHEDULE 13D hours per response.. 14.90
Under the Securities Exchange Act of 1934
(Amendment No. 7)
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
(f/k/a Alliance Capital Management L.P.)
- - --------------------------------------------------------------------------------
(Name of Issuer)
Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests
- - --------------------------------------------------------------------------------
(Title of Class of Securities)
01855A101
- - --------------------------------------------------------------------------------
(CUSIP Number)
Alvin H. Fenichel
Senior Vice President and Controller
AXA Financial, Inc.
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
- - --------------------------------------------------------------------------------
October 29, 1999
- - --------------------------------------------------------------------------------
(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 ("Act") 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 62)
(Exhibits begin on page 35)
<PAGE>
SCHEDULE 13D
CUSIP No. 01855A101 Page 2 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 AXA
- - --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- - --------------------------------------------------------------------------------
3 SEC USE ONLY
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF 8 See Item 5
SHARES ------------------------------------------------------
BENEFICIALLY SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 3 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 FINAXA
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 See Item 5
PERSON WITH
------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 4 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 AXA Assurances IARD Mutuelle
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
5
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 5 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 AXA Assurances Vie Mutuelle
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 6 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 AXA Courtage Assurance Mutuelle
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 7 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 AXA Conseil Vie Assurance Mutuelle
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 8 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 Claude Bebear, as AXA Voting Trustee
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | |
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 OO
- - --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Citizen of France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 9 of 62 Pages
- - --------------------- ------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 Patrice Garnier, as AXA Voting Trustee
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 OO
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Citizen of France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 See Item 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 10 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 Henri de Clermont-Tonnerre, as AXA Voting Trustee
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 OO
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Citizen of France
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 See Item 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8 See Item 5
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 See Item 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Item 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 11 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 AXA Financial, Inc. (f/k/a The Equitable Companies Incorporated)
13-3623351
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,483,186 - See Items 4 and 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 1,483,186 - See Items 4 and 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Items 4 and 5
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Items 4 and 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 12 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 AXA Client Solutions, LLC
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,483,186 - See Items 4 and 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 1,483,186 - See Items 4 and 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Items 4 and 5
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Items 4 and 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 13 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 The Equitable Life Assurance Society of the United States
13-5570651
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 WC
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 New York
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 1,483,186 - See Items 4 and 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 1,483,186 - See Items 4 and 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 1,483,186 - See Items 4 and 5
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 2.07% - See Items 4 and 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 14 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 Equitable Holdings, LLC
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 New York
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 761,008 - See Items 4 and 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 761,008 - See Items 4 and 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 761,008 - See Items 4 and 5
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.06% - See Items 4 and 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 15 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 Equitable Investment Corporation
13-2694412
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 AF
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 New York
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 722,178 - See Items 4 and 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 722,178 - See Items 4 and 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 722,178 - See Items 4 and 5
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.01% - See Items 4 and 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 16 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 ACMC, Inc.
13-2677213
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 WC
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 722,178 - See Items 4 and 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 722,178 - See Items 4 and 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 722,178 - See Items 4 and 5
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.01% - See Items 4 and 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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>
SCHEDULE 13D
CUSIP No. 01855A101 Page 17 of 62 Pages
- - --------------------- -------------------
- - --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1 Equitable Capital Management Corporation
13-3266813
- - --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
- - --------------------------------------------------------------------------------
SEC USE ONLY
3
- - --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4 WC
- - --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(D) OR 2(E) |_|
- - --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6 Delaware
- - --------------------------------------------------------------------------------
SOLE VOTING POWER
7 722,178 - See Items 4 and 5
------------------------------------------------------
SHARED VOTING POWER
NUMBER OF
SHARES 8
BENEFICIALLY ------------------------------------------------------
OWNED BY SOLE DISPOSITIVE POWER
EACH
REPORTING 9 722,178 - See Items 4 and 5
PERSON WITH ------------------------------------------------------
SHARED DISPOSITIVE POWER
10
- - --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11 722,178 - See Items 4 and 5
- - --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 |_|
- - --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13 1.01% - See Items 4 and 5
- - --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 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. 7 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"), Amendment No. 5 to the Schedule
13D filed on September 4, 1997 ("Amendment No. 5"), and Amendment No. 6 to the
Schedule 13D filed April 9, 1999 ("Amendment No. 6"), each of which was filed by
AXA, Midi Participations (except as to Amendment Nos. 3, 4, 5 and 6), Finaxa,
the Mutuelles AXA, the Trustees, AXA Financial, Inc. (formerly known as 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 Holding L.P. (formerly known as
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 holding company
organized under the laws of France, (iii) 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), 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) AXA Financial, Inc. (formerly known as The
Equitable Companies Incorporated), a Delaware corporation ("AXF"), (vi) AXA
Client Solutions, LLC, a Delaware limited liability company whose sole member is
AXF ("AXCS"), (vii) The Equitable Life Assurance Society of the United States, a
New York stock life insurance company ("Equitable"), (viii) Equitable Holdings,
LLC ("EHLLC"), a New York limited liability company whose sole member is
Equitable, (ix) Equitable Investment Corporation, a New York corporation
("EIC"), (x) ACMC, Inc., a Delaware corporation ("ACMC"), and (xi) Equitable
Capital Management Corporation, a Delaware corporation ("ECMC"). AXA, Finaxa,
the Mutuelles AXA, the Trustees, AXF, AXCS, 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,
Page 18 of 62
<PAGE>
France. As of October 1, 1999, approximately 20.3% of the issued ordinary shares
(representing approximately 32.1% of the voting power) of AXA were directly or
indirectly owned by Finaxa. As of October 1, 1999, the Mutuelles AXA, in
addition to their indirect beneficial ownership of AXA's ordinary shares through
Finaxa, directly beneficially owned approximately 3.1% of AXA's ordinary shares
(representing approximately 4.9% of the voting power). In addition, as of
October 1, 1999, approximately 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 October
1, 1999, approximately 61.7% of the voting shares (representing approximately
72.2% of the voting power) of Finaxa were owned by the Mutuelles AXA (one of
which, AXA Assurances I.A.R.D. Mutuelle, owned approximately 35.4% of the voting
shares, representing approximately 41.5% of the voting power), and approximately
22.7% of the voting shares (representing approximately 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 AXF 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 AXF 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 AXF.
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.
AXF and Subsidiaries. AXF is a holding company. As of October 1, 1999,
approximately 58.1% of the outstanding shares of common stock of AXF were
beneficially owned by AXA. AXF and its subsidiaries (including Equitable, an
indirect wholly-owned subsidiary) provide diversified financial services to a
broad spectrum of insurance, investment management and investment banking
customers. AXCS, whose sole member is AXF, wholly-owns Equitable, which in turn
wholly-owns ACMC. EHLLC, whose sole member is Equitable, wholly-owns EIC, which
in turn wholly-owns ECMC. ECMC, ACMC, EIC, EHLLC, AXCS and AXF are holding
companies. The address of the principal business and principal
Page 19 of 62
<PAGE>
office of AXF, AXCS, 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 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 as consideration for property transferred to Alliance by Equitable 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
Page 20 of 62
<PAGE>
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
then 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 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"), which was approved at a special meeting
of Alliance unitholders held on September 22, 1999 and consummated on October
29, 1999. The Reorganization provided for Alliance 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, is not subject to the 3.5% tax. Alliance II units are subject to
restrictions on transfer that make them substantially illiquid to ensure that
Alliance II is not classified as a publicly traded partnership for federal tax
purposes. Following the Reorganization, Alliance's principal asset is Alliance
II units and Alliance functions solely as a holding company through which public
unitholders continue to own an indirect interest in Alliance's business. The
business previously conducted by Alliance will continue to be conducted
unchanged by Alliance II, and all employees of Alliance have become employees of
Alliance II with the same responsibilities. Alliance's general partner also
serves as the general partner of Alliance II. Immediately after the
Reorganization, Alliance changed its name to "Alliance Capital Management
Holding L.P.", and the new partnership, Alliance II, assumed the name "Alliance
Capital Management L.P."
On September 30, 1999, Alliance commenced an exchange offer pursuant to
which it offered to all of its unitholders the opportunity to exchange their
Alliance Units for Alliance II units, on a one-for-one basis. All Alliance
unitholders had the right to retain their existing publicly-traded Units in
Alliance. On October 29, 1999, Alliance announced that it had completed its
exchange offer and consummated the Reorganization. A copy of the press release
is included as Exhibit 17 hereto. According to Alliance, as of the expiration of
the public exchange offer at 12:00 a.m. on October 29, 1999, 4,713,279 Units had
been tendered and accepted for exchange by Alliance. Immediately following the
completion of the public exchange offer, at the close of business on October 29,
1999, Equitable and its subsidiaries exchanged an aggregate of 95,069,125 Units
for an aggregate of 95,069,125 Alliance II units in private transactions on the
same terms as the public exchange offer. In addition, Alliance Capital
Management Corporation exchanged all of its units of general partnership
interest in Alliance for the 1% general partnership interest in Alliance II held
by Alliance. Equitable also contributed 100,000 Units to Alliance Capital
Management Corporation, which exchanged such Units for 100,000 units of general
partnership interest in Alliance.
In addition to the exchanges effected in connection with the
Reorganization, the Reporting Persons in the future may acquire or dispose of
additional Units and may acquire or dispose of additional units of Alliance II.
The Alliance II units are highly illiquid and the ability of a holder of
Alliance II units to exchange them in the future for Units if it so desires is
substantially limited. In general, transfers of Alliance II units will be
allowed only with the written consent of both Equitable and the general partner
of Alliance II. Equitable and the general partner of Alliance II currently
intend to refuse to consent to any
Page 21 of 62
<PAGE>
transfer that is not described in the safe harbors set forth in the United
States Treasury regulations. One safe harbor would permit exchanges of Alliance
II units for Units only if (i) in any year, the volume of these exchanges
represents no more than 10% of the outstanding Alliance II units (with Alliance
II units held by Equitable and its affiliates, other than Alliance, not being
counted as outstanding) and (ii) an exchange occurs at least 60 days after the
Alliance II unitholder delivers an irrevocable written notice to Alliance II.
Only the written consent of Equitable, and not the written consent of the
general partner, is required for a "block transfer" of Alliance II units by a
corporation or other business entity, provided that Alliance II receives an
opinion of counsel that Alliance II will not be treated as a publicly-traded
partnership for federal income tax purposes as a result of the transfer. In
general, a "block transfer" is the transfer within a 30 day period by a single
holder, or group of related holders, of Alliance II units representing more than
2% of the outstanding Alliance II units (with Alliance II units held by
Equitable and its affiliates, other than Alliance, not being counted as
outstanding). Alliance may only be able to deliver freely tradeable Units if at
the time of the exchange Alliance has an effective registration statement
available. Alliance is not obligated to undertake any exchange if the general
partner of Alliance determines, in its sole discretion, that in connection with
such exchange Alliance would be required to disclose material non-public
information which it believes would be inadvisable to disclose.
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) At the close of business on October 29, 1999, Equitable did not
beneficially own directly any Units and beneficially owned 4,432,576 Alliance II
units representing 2.58% of the Alliance II units outstanding. ACMC beneficially
owned directly 722,178 Units representing 1.01% of the Units outstanding and
66,220,822 Alliance II units representing 38.57% of the Alliance II units
outstanding. ECMC beneficially owned directly 722,178 Units representing 1.01%
of the Units outstanding and 24,415,727 Alliance II units representing 14.22% of
the Alliance II 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 and Alliance II units. In
addition, Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), 70.4% of
the shares of common stock of which are directly and indirectly owned by AXF,
may be deemed, directly or indirectly, to be the beneficial owner of 38,830
Units, acquired solely for investment purposes on behalf of client 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 722,178 Units owned by ECMC representing 1.01% of the Units
outstanding and the 24,415,727 Alliance II units owned by ECMC representing
14.22% of the Alliance II 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 761,008 Units including the 722,178
Units owned by ECMC and the 38,830 Units held in DLJ client discretionary
accounts, representing 1.06% of the Units outstanding, and the 24,415,727
Alliance II units owned by ECMC representing 14.22% of the Alliance II 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 722,178 Units owned by ACMC, the 722,178
Units owned by ECMC and the 38,830 Units acquired on behalf of client
discretionary accounts by DLJ which represent 2.07% of the Units outstanding,
and the 66,220,822 Alliance II units owned by ACMC and the 24,415,727 Alliance
II units owned by ECMC which, together with the 4,432,576 Alliance II units
owned directly by
Page 22 of 62
<PAGE>
Equitable, represent 55.38% of the Alliance II units outstanding. By reason of
its ownership interest in ACMC, ECMC, DLJ and Equitable, AXCS may be deemed to
beneficially own indirectly, and to have voting and dispositive power with
respect to, the 722,178 Units owned by ACMC, the 722,178 Units owned by ECMC,
and the 38,830 Units acquired on behalf of client discretionary accounts by DLJ,
representing 2.07% of the Units outstanding, and the 66,220,822 Alliance II
units owned by ACMC and the 24,415,727 Alliance II units owned by ECMC which,
together with the 4,432,576 Alliance II units owned directly by Equitable,
represent 55.38% of the Alliance II units outstanding. By reason of its
ownership interest in ACMC, ECMC, DLJ, Equitable and AXCS, AXF may be deemed to
beneficially own indirectly, and to have voting and dispositive power with
respect to, the 722,178 Units owned by ACMC, the 722,178 Units owned by ECMC and
the 38,830 Units acquired on behalf of client discretionary accounts by DLJ,
representing 2.07% of the Units outstanding, and the 66,220,822 Alliance II
units owned by ACMC, the 24,415,727 Alliance II units owned by ECMC and the
4,432,576 Alliance II units owned directly by Equitable, representing 55.38% of
the Alliance II 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 58.1% of the outstanding shares of
common stock of AXF, may be deemed to beneficially own all of the Units and
Alliance II units owned indirectly by AXF. By reason of the Voting Trust
Agreement, the Trustees may also be deemed to be beneficial owners of such Units
and Alliance II units. In addition, the Mutuelles AXA, as a group, and Finaxa
may be deemed to be beneficial owners of such Units and Alliance II 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 or Alliance II units.
AXA, by reason of its relationship with AXF, 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 and Alliance II units beneficially owned by AXF. 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 and Alliance II units beneficially owned by AXF.
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 20,000 Units (of which 1,000 Units are held on
behalf of the Richard Hampton Jenrette
Foundation and 3,000 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 23 of 62
<PAGE>
John S. Chalsty 18,000 Units
Dave H. Williams 1,072,176 Units (of which 160,000 Units are
owned by his spouse, Reba Williams)
Henri de Castries 2,000 Units
Denis Duverne 2,000 Units
Other than as described above and in Item 4 above, none of the Reporting
Persons beneficially owns any Units or Alliance II units or options or other
rights to acquire Units or Alliance II 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 transactions in Units of the issuer were made:
(i) On September 30, 1999, Alliance commenced an exchange
offer pursuant to which it offered to all of its unitholders the opportunity to
exchange their Alliance Units for Alliance II units, on a one-for-one basis. On
October 29, 1999, Alliance announced that it had completed the exchange offer.
According to Alliance, as of the expiration of the public exchange offer at
12:00 a.m. on October 29, 1999, 4,713,279 Units had been tendered and accepted
for exchange by Alliance.
(ii) At the close of business on October 29, 1999, Equitable
ECMC and ACMC exchanged an aggregate of 95,069,125 Units for 95,069,125 Alliance
II units in private transactions on the same terms as the public exchange offer.
In addition, Equitable contributed 100,000 Units to Alliance Capital Management
Corporation, the general partner of Alliance, which exchanged such Units for
100,000 units of general partnership interest in Alliance.
(iii) On September 29, 1999, Dave H. Williams sold 26,600
Units at a price per Unit of $27.000 in an open market sale. On October 29,
1999, Alliance accepted for exchange 759,036 Units tendered by Dave H. Williams
pursuant to its exchange offer and exchanged them for 759,036 Alliance II units.
(iv) On October 29, 1999, Alliance accepted for exchange
18,000 Units tendered by Michael Hegarty pursuant to its exchange offer and
exchanged them for 18,000 Alliance II units.
(v) On October 29, 1999, Alliance accepted for exchange
3,500 Units tendered by R. Lee Wilson pursuant to its exchange offer and
exchanged them for 3,500 Alliance II units.
(vi) On October 29, 1999, Alliance accepted for exchange
4,000 Units tendered by Stanley B. Tulin pursuant to its exchange offer and
exchanged them for 4,000 Alliance II units.
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.
Page 24 of 62
<PAGE>
(d) Not applicable.
(e) On October 29, 1999, each of the Reporting Persons ceased to be the
beneficial owner of more than 5% of the outstanding Units. See Items 4 and 5(a)
with respect to Alliance II units beneficially owned by the Reporting Persons.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Equitable, Alliance, Alliance II and Alliance Capital Management
Corporation, in its capacities as the general partner of Alliance and Alliance
II, entered into an Agreement and Plan of Reorganization, dated as of August 20,
1999, which superceded the Exchange Agreement, dated as of April 8, 1999 among
Equitable, Alliance and Alliance II. Under the Agreement and Plan of
Reorganization, the parties agreed to take certain actions to effect the
Reorganization described in the response to Item 4 above. Pursuant to the
Agreement and Plan of Reorganization, (i) Equitable, on the terms and conditions
stated therein, exchanged, and caused its affiliates who held Alliance Units to
exchange, substantially all of such Units for Alliance II units immediately
following, and subject to the same terms and conditions as, the public exchange
offer, (ii) the general partnership interest in Alliance held by the general
partner of Alliance was converted into a number of general partnership units
determined by dividing the total number of Units outstanding immediately prior
to the conversion by 99, (iii) Equitable and/or its affiliates contributed to
the general partner 100,000 Units, and (iv) the general partner of Alliance
exchanged 100,000 Units for an equal number of units of general partnership
interest in Alliance. A copy of a form of the Exchange Agreement is included as
Exhibit 19 hereto and a copy of the Agreement and Plan of Reorganization is
included as Exhibit 19 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
Exhibit 3 Information with respect to Executive Officers of AXA Assurances
I.A.R.D. Mutuelle and Members of AXA Assurances I.A.R.D. 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
Page 25 of 62
<PAGE>
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
AXA Financial, Inc. (which is the sole member of AXA Client
Solutions, LLC)
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 October 29, 1999, of Alliance Capital
Management L.P.
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
(incorporated by reference to Exhibit 18 filed with Amendment No. 6
to the Schedule 13 D filed on April 9, 1999)
Exhibit 19 Agreement and Plan of Reorganization, dated as of August 20, 1999,
among The Equitable Life Assurance Society of the United States,
Alliance Capital Management L.P., Alliance Capital Management L.P.
II and Alliance Capital Management Corporation (incorporated by
reference to Exhibit 99.1 filed with the Form 8-K filed on November
3, 1999)
Page 26 of 62
<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: November 3, 1999 AXA
FINAXA
AXA ASSURANCES I.A.R.D. MUTUELLE
AXA ASSURANCES VIE MUTUELLE
AXA COURTAGE ASSURANCE MUTUELLE
AXA CONSEIL VIE ASSURANCE MUTUELLE
CLAUDE BEBEAR, PATRICE GARNIER AND
HENRI DE CLERMONT-TONNERRE, AS AXA VOTING
TRUSTEES UNDER THE VOTING TRUST AGREEMENT
By /s/ Alvin H. Fenichel
-------------------------
Signature
Alvin H. Fenichel, Attorney-in-Fact
-----------------------------------
Name/Title
Page 27 of 62
<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: November 3, 1999 AXA FINANCIAL, INC.
By: /s/ Alvin H. Fenichel
-------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
Page 28 of 62
<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: November 3, 1999 AXA CLIENT SOLUTIONS, LLC
By: /s/ Alvin H. Fenichel
-------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
Page 29 of 62
<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: November 3, 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 30 of 62
<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: November 3, 1999 EQUITABLE HOLDINGS, LLC
By: The Equitable Life Assurance
Society of the United States,
as sole member
By: /s/ Alvin H. Fenichel
----------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
Page 31 of 62
<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: November 3, 1999 EQUITABLE INVESTMENT
CORPORATION
By /s/ Kevin R. Byrne
----------------------
Name: Kevin R. Byrne
Title: Treasurer
Page 33 of 62
<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: November 3, 1999 ACMC, INC.
By /s/ Kevin R. Byrne
--------------------------------
Name: Kevin R. Byrne
Title: Treasurer
Senior Vice President and
Chief Financial Officer
Page 33 of 62
<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: November 3, 1999 EQUITABLE CAPITAL MANAGEMENT
CORPORATION
By /s/ Kevin R. Byrne
--------------------------------
Name: Kevin R. Byrne
Title: Treasurer
Senior Vice President and
Chief Financial Officer
Page 34 of 62
<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 35 of 62
<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
Power Corporation of Canada Corporation of Canada (industry and services)
751, square Victoria
MONTREAL (QUEBEC)
CANADA H2Y 2J3
Jean-Rene Fourtou Chairman and Chief Executive Officer of
Rhone Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of chemicals
25, Quai Paul Dourner 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 36 of 62
<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 (banking)
277 Park Avenue
NEW YORK, NY 10172 - USA
Henri Lachmann Vice-Chairman and Chief Executive Officer of
SCHNEIDER S.A. Schneider S.A. (electric equipment)
64-70, Av. Jean-Baptiste Clement
92646 BOULOGNE
CEDEX
Gerard Mestrallet Chairman and Chief Executive Officer of Suez
Suez - Lyonnaise des Eaux 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 37 of 62
<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 Vice Chairman of Credit Suisse First Boston
64, rue de Miromesnil (investment banking)
75008 Paris, France
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 Cassation
2, rue Villaret de Joyeuse (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 38 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
Jean-Luc Bertozzi Executive Officer of AXA Assurances I.A.R.D.
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 &
277 Park Avenue Jenrette, Inc. (investment banking)
New York, NY 10172
USA
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
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 of
AXA Financial, Inc. AXA Financial, Inc. and President and Chief
1290 Avenue of the Americas Operating Officer of The Equitable Life
New York, NY 10104 Assurance Society of the United States
USA
- - --------
(1) Citizen of the United Kingdom
(2) Citizen of the United States of America
Page 39 of 62
<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 of
AXA Colonia Konzern the Executive Board AXA Colonia Konzern AG
Gereondriesch 9-11
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 AXA
AXA Financial, Inc. Financial, Inc.; Chairman and Chief Executive
1290 Avenue of the Americas Officer of The Equitable Life Assurance
New York, NY 10104 Society of the United States
USA
Jean-Marie Nessi Chairman and Chief Executive Officer of AXA
AXA Re Reassurance
39, rue de colisee
75008 PARIS
Francois Pierson Executive Officer of AXA Conseil I.A.R.D. 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 40 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
Claude Tendil Senior Executive Vice-President; Chairman and
AXA Chief Executive Officer - French Insurance
23, avenue Matignon activities, international risks, transborder
75008 PARIS insurance projects
Dave H. Williams(1) Senior Executive Vice-President; Chairman of
Alliance Capital 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 41 of 62
<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 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
*Henri de Clermont-Tonnerre Chairman of the Supervisory Board of
ERSA Qualis SCA (transportation)
90, rue de Miromesnil
75008 PARIS
*Jean-Rene Fourtou Chairman and Chief Executive Officer of
Permanent representative of Rhone-Poulenc S.A.(manufacturer of
AXA ASSURANCES chemicals and agricultural products)
I.A.R.D. MUTUELLE
Rhone Units
25, Quai Paul Doumer
92408
COURBEVOIE
*Patrice Garnier Retired
Page 42 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
*Henri Hottinguer(1) Vice-Chairman 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 43 of 62
<PAGE>
Exhibit 3
EXECUTIVE OFFICERS AND
MEMBERS OF THE CONSEIL D'ADMINISTRATION
OF
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of the Conseil d'Administration and of the
Executive Officers of AXA Assurances I.A.R.D. 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
I.A.R.D. 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 I.A.R.D. 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 I.A.R.D.
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 Rhone-Poulenc S.A. (manufacturer of
25, Quai Paul Doumer chemicals and agricultural products)
92408 COURBEVOIE
Page 44 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
*Henri de Clermont-Tonnerre Chairman of the Supervisory Board
ERSA of 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 ASSSE Chairman
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 45 of 62
<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 I.A.R.D.
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 46 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
*Henri de Clermont-Tonnerre Chairman of the Supervisory Board
ERSA of 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 ASSSE Chairman
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 47 of 62
<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 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
Jacques Deparis Executive Officer of AXA Assurances I.A.R.D.
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 48 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
*Francis Cordier Retired
*Georges Rousseau Retired
*Gerard Coutelle Retired
*Jean-Pierre Chaffin Representing ASSSE Chairman
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 49 of 62
<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 I.A.R.D.
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 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 50 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
*Francis 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 51 of 62
<PAGE>
Exhibit 8
Executive Officers and Directors
of
AXA Financial, Inc.
The names of the Directors and the names and titles of the Executive
Officers of AXA Financial, Inc. (formerly known as The Equitable Companies
Incorporated), which is the sole member of AXA Client Solutions, LLC ("AXF"),
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 AXF 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 AXF 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
23, avenue Matignon Life Insurance Activities in the United
75008 Paris, France States, United Kingdom, Benelux,
Northern and Eastern Europe
*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
Page 52 of 62
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Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
*Jacques Friedmann (1) Chairman of the Supervisory Board of AXA
AXA
9, Place Vendome
75001 Paris, France
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
*Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf,
LeBoeuf, Lamb, Greene & MacRae Lamb, Greene & MacRae (law firm)
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
35 Wilson Street (investment 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
Melbourne, FL 32919 and copying systems)
*John H. F. Haskell, Jr. Director and Managing Director of
Warburg Dillon Read LLC Warburg Dillon Read LLC (investment
299 Park Avenue banking)
New York, NY 10171
*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 53 of 62
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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
64, rue de Miromesnil Boston (investment banking)
75008 Paris, 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
8000 Utopia Parkway Administration, St. John's University
College of Business Administration
Bent Hall
Jamaica, NY 11439
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 54 of 62
<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 in
23, avenue Matignon the United States, United Kingdom, Benelux,
75008 Paris, France Northern and Eastern Europe
* 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 55 of 62
<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
7325 Palmetto Street
New Orleans, LA 70125
Robert E. Garber Executive Vice President and General
Counsel; Executive Vice President and
General Counsel of AXA Financial, Inc.
* Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf,
LeBoeuf, Lamb, Greene & MacRae Lamb, Greene & MacRae (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)
299 Park Avenue
New York, NY 10171
Page 56 of 62
<PAGE>
Name, Business Address Present Principal Occupation
- - ---------------------- ----------------------------
* Michael Hegarty President and Chief Operating Officer; Vice
Chairman and Chief Operating Officer of
AXA Financial, Inc.
* 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 M5H3T9
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
AXA Financial, Inc.
Peter D. Noris Executive Vice President and Chief
Investment Officer; Executive Vice
President and Chief Investment Officer of
AXA Financial, Inc.
Brian S. O'Neil Executive Vice President
* Didier Pineau-Valencienne (1) Vice Chairman of Credit Suisse First Boston
64, rue de Miromesnil (investment banking)
75008 Paris, France
Page 57 of 62
<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 AXA Financial, Inc.
* Peter J. Tobin Dean of the College of Business
8000 Utopia Parkway Administration, St. John's University
College of Business Administration
Bent Hall
Jamaica, NY 11439
* Stanley B. Tulin Vice Chairman and Chief Financial Officer;
Executive Vice President and Chief
Financial Officer of AXA Financial, Inc.
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
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<PAGE>
Exhibit 11
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 AXA Financial, Inc.
* 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 AXA Financial,
Inc.
* 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 AXA Financial, Inc.
- - -----------------
* Director
Page 59 of 62
<PAGE>
Exhibit 12
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 AXA Financial, Inc.
* Michael Hegarty President and Chief Operating Officer of
The Equitable Life Assurance Society of the
United States; Vice Chairman and Chief
Operating Officer of AXA Financial, Inc.
* Edward D. Miller Chairman and Chief Executive Officer of
The Equitable Life Assurance Society of the
United States; President and Chief Executive
Officer of AXA Financial, Inc.
* 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
AXA Financial, Inc.
- - -----------------
* Director
Page 60 of 62
<PAGE>
Exhibit 13
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 AXA Financial, Inc.
* Michael Hegarty President and Chief Operating Officer, The
Equitable Life Assurance Society of the
United States; Vice Chairman and Chief
Operating Officer of AXA Financial, Inc.
* Edward D. Miller Chairman and Chief Executive Officer of
The Equitable Life Assurance Society of the
United States; President and Chief Executive
Officer of AXA Financial, Inc.
* 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
AXA Financial, Inc.
- - --------------------
* Director
Page 61 of 62
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Exhibit 17
PRESS RELEASE
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
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.
Page 62 of 62
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