SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Alliance Capital Management Holding L.P.
----------------------------------------
(Name of Issuer)
Units Representing Assignments of Beneficial Ownership
of Limited Partnership Interests
--------------------------------------------------------------------------------
(Title of Class of Securities)
01855A101
----------------------
(CUSIP Number)
Jean Margo Reid
SCB Inc.
In care of Bernstein Investment Research and Management
767 Fifth Avenue
New York, New York 10153
(212) 486-5800
With copies to:
Donald C. Walkovik, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 2, 2000
---------------
(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 that is the subject of this Schedule 13D,
and is filing this Schedule because of Rule 13d-1(e),
13d-1(f), or 13d-1(g), check the following box [__].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
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 (the "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).
(Page 1 of 15 Pages)
Exhibit Index Appears on Page 15
<PAGE>
CUSIP No. 01855A101 13D Page 2 of 15 Pages
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1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SCB Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 40,800,000*
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 40,800,000*
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,800,000*
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36%**
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14. TYPE OF REPORTING PERSON
HC, CO
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<PAGE>
CUSIP No. 01855A101 13D Page 3 of 15 Pages
--------------------------------------------------------------------------------
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SCB Partners Inc.
--------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3. SEC USE ONLY
--------------------------------------------------------------------------------
4. SOURCE OF FUNDS
OO
--------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF 40,800,000*
SHARES -----------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY
EACH -----------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 40,800,000*
-----------------------------------------------------
10. SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
40,800,000*
--------------------------------------------------------------------------------
--------
*As further described in Item 4 of this Statement, SCB Partners Inc.
("Partners"), a wholly-owned subsidiary of SCB Inc. ("SCB"), directly and
beneficially owns 40.8 million units of limited partnership interest of Alliance
Capital Management L.P. which are exchangeable into units representing
assignments of beneficial ownership of limited partnership interests in Alliance
Capital Management Holding L.P. (the "Holding Units"), subject to certain
conditions. The number of Holding Units subject to exchange may be adjusted as
described in Item 6. Prior to such exchange, Partners is not entitled to any
rights as a holder of units of limited partnership interest of Alliance Capital
Management Holding L.P. as to the Holding Units into which the units of limited
partnership interest of Alliance Capital Management L.P. are exchangeable. Such
exchange is only permissible upon the satisfaction of a number of conditions
referred to in Item 6, the status of which is, at this time, not certain;
accordingly, Partners and SCB disclaim any beneficial ownership of the Holding
Units. If the exchange for Holding Units were completed, Partners, a
wholly-owned subsidiary of SCB, would have the sole right to vote or to dispose
of the Holding Units it received in such exchange.
<PAGE>
CUSIP No. 01855A101 13D Page 4 of 15 Pages
--------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
--------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36%**
--------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
--------
**As further described in Item 4 of this Statement, Partners, a wholly-owned
subsidiary of SCB, directly and beneficially owns 40.8 million units of limited
partnership interest of Alliance Capital Management L.P. which are exchangeable
into Holding Units, subject to certain conditions. The number of Holding Units
subject to exchange may be adjusted as described in Item 6. Because the exchange
ratio of units of limited partnership interest of Alliance Capital Management
L.P. for Holding Units is not assured until the time such exchange is
consummated, it is not possible to determine with certainty at this time the
number of Holding Units that Partners would be entitled to hold. Furthermore,
other holders of outstanding units of limited partnership interest of Alliance
Capital Management L.P. also are entitled to exchange their units of Alliance
Capital Management L.P. into Holding Units. Were these other holders to exchange
their units at or prior to the time that Partners exchanged its units, the
percentage of Holding Units to be held by Partners would be reduced.
<PAGE>
CUSIP No. 01855A101 13D Page 5 of 15 Pages
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the units representing assignments of
beneficial ownership of limited partnership interests in Alliance Capital
Management Holding L.P. (the "Holding Units"), a Delaware limited partnership
(the "Issuer"), which has its principal executive offices at 1345 Avenue of the
Americas, New York, NY 10105.
ITEM 2. IDENTITY AND BACKGROUND.
(A-C).
This Statement is being filed by SCB Inc. ("SCB") and SCB Partners
Inc. ("Partners") (together, the "Reporting Persons"). Partners is a
wholly-owned subsidiary of SCB.
SCB is a Delaware corporation with its principal office and principal
place of business at 767 Fifth Avenue, New York, New York 10153.
Partners is a New York corporation with its principal office and
principal place of business at 767 Fifth Avenue, New York, New York 10153.
Prior to the consummation of the Acquisition (as defined in Item 4
below), SCB Inc. was the holding company of Sanford C. Bernstein & Co.,
Inc., a registered broker dealer and investment adviser, and certain other
subsidiaries of SCB. Currently SCB is the holding company of Partners.
Partners was created in connection with the Acquisition and directly owns
40.8 million units of limited partnership interest of Alliance Capital
Management L.P., a Delaware limited partnership ("Alliance").
The (i) name, (ii) business address and (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
for each director and executive officer of SCB and Partners is set forth in
Appendix A attached hereto.
(D) AND (E).
Neither SCB nor Partners, and to the best knowledge of each of SCB and
Partners, none of the persons listed in Appendix A hereto, has during the
last five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
and, as a result of such proceeding, 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.
(F).
Unless otherwise noted, all of the persons listed in Appendix A hereto
are citizens of the United States of America. Mr. Fried is also a citizen
of Israel.
<PAGE>
CUSIP No. 01855A101 13D Page 6 of 15 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 2, 2000, Partners acquired 40.8 million units of limited
partnership interest of Alliance as part of the consideration paid in respect of
consummation of the Acquisition (such Units, the "Acquired Units"). These
Acquired Units are exchangeable into Holding Units, subject to certain
conditions further described in Item 6.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the acquisition of the Acquired Units was for investment
and to accomplish the sale of the assets and businesses of the subsidiaries of
SCB, as contemplated by the Amended and Restated Acquisition Agreement, dated as
of October 2, 2000 (the "Acquisition Agreement"), among SCB, Partners, Bernstein
Technologies Inc., Sanford C. Bernstein & Co., LLC, SCB LLC, Alliance, the
Issuer and Alliance Capital Management LLC (such sale, the "Acquisition").
Each of the Reporting Persons, however, expects to evaluate on an
ongoing basis Alliance's and the Issuer's respective financial conditions,
business, operations and prospects, the market price of the Holding Units,
conditions in the securities markets generally, general economic and industry
conditions and other factors. The Reporting Persons may purchase additional
units of limited partnership interest of the Issuer or Alliance or may sell,
transfer or exchange the Acquired Units or the Holding Units into which the
Acquired Units are exchangeable (in accordance with the terms of the agreements
described in Item 6), from time to time (subject to any applicable limitations
imposed on the sale of any of their Acquired Units, or Holding Units into which
the Acquired Units are exchangeable, by the Securities Act of 1933, as amended).
As a result of the consummation of the Acquisition, Partners directly,
and SCB indirectly, own 16.6% of the outstanding units of limited partnership
interest of Alliance. Were Partners to exchange its Acquired Units for Holding
Units, as further described in Item 6, Partners directly, and SCB indirectly,
would own 36% of the outstanding Holding Units. However, because the exchange
ratio of Acquired Units for Holding Units is not assured until the time such
exchange is consummated, it is not possible to determine with certainty at this
time the number of Holding Units that Partners would be entitled to hold.
Furthermore, other holders of outstanding units of limited partnership interest
of Alliance are also entitled to exchange their units of Alliance into Holding
Units. Were these other holders to exchange their units at or prior to the time
that Partners exchanged its units, the percentage of Holding Units to be held by
Partners would be reduced.
Except as discussed herein, neither SCB nor Partners, and to the best
knowledge of each of SCB and Partners none of the persons listed in Appendix A
hereto, has any present plans or intention which would result in or relate to
any of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(A) AND (B).
As of October 2, 2000, Partners owns directly 40.8 million units of
limited partnership interest of Alliance which are exchangeable into Holding
Units, subject to certain conditions as further described in Item 6. Based on
the Issuer's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000,
there were 72,565,133 Holding Units outstanding (assuming that Partners
exchanged its Acquired Units
<PAGE>
CUSIP No. 01855A101 13D Page 7 of 15 Pages
for Holding Units, the outstanding Holding Units would be 113,365,133 as of
October 2, 2000). As a result of the foregoing, Partners may be deemed to
beneficially own 16.6% of the total number of the outstanding units of limited
partnership interest of Alliance and would be deemed to beneficially own 36% of
the outstanding Holding Units were Partners to exchange its Acquired Units for
Holding Units. However, because the exchange ratio of Acquired Units for Holding
Units is not assured until the time such exchange is consummated, it is not
possible to determine with certainty at this time the number of Holding Units
that Partners would be entitled to hold. Furthermore, other holders of
outstanding units of limited partnership interest of Alliance are also entitled
to exchange their units of Alliance into Holding Units. Were these other holders
to exchange their units at or prior to the time that Partners exchanged its
units, the percentage of Holding Units held by Partners would be reduced.
Partners, a wholly-owned subsidiary of SCB, has the sole power to vote,
or direct the vote, and the sole power to dispose of, or to direct the
disposition of, the Acquired Units. SCB does not own beneficially any units of
limited partnership interest of Alliance; however, Partners is a wholly-owned
subsidiary of SCB. Both Partners and SCB disclaim any beneficial ownership of
Holding Units into which the 40.8 million Acquired Units are exchangeable
because such exchange is only permissible upon the satisfaction of a number of
conditions referred to in Item 6, the status of which is, at this time, not
certain. If the exchange for Holding Units were completed, Partners would have
the sole right to vote or to dispose of the Holding Units it received in such
exchange, and SCB would not beneficially own any Holding Units.
Except as set forth herein, neither SCB nor Partners, and to the best
knowledge of each of SCB and Partners, none of the persons listed in Appendix A
hereto, owns any units of limited partnership interest of Alliance or any
Holding Units.
(C).
Except as set forth herein, during the last 60 days, no transactions in
the Units were effected by SCB, Partners, or to the best knowledge of each of
SCB and Partners, by any of the persons listed in Appendix A hereto.
(D).
No person other than Partners, a wholly-owned subsidiary of SCB, has
the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Acquired Units beneficially owned by
Partners. Neither Partners nor SCB has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Holding Units into which the Acquired Units are exchangeable.
(E).
Not applicable.
<PAGE>
CUSIP No. 01855A101 13D Page 8 of 15 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
In connection with the Acquisition, SCB and Partners entered into the
following agreements with respect to securities of the Issuer, each of which is
described in greater detail below: (1) the Acquisition Agreement, (2) a
Registration Rights Agreement, dated as of October 2, 2000 (the "Registration
Rights Agreement"), among Holding, SCB and Partners, (3) a Purchase Agreement,
dated as of June 20, 2000 (the "Put Agreement"), among AXA Financial, Inc. ("AXA
Financial"), the Issuer and SCB, and (4) a letter agreement, dated as of June
20, 2000 (the "Letter Agreement") between AXA Financial and SCB. Except for the
matters described herein and in Item 4, SCB and Partners, and to the best
knowledge of each of SCB and Partners, the persons listed in Appendix A hereto,
have no other contract, arrangement, understanding or relationship with any
person with respect to any securities of the Issuer.
The Acquisition Agreement
-------------------------
Pursuant to the Acquisition Agreement, SCB and its subsidiaries,
including Partners, have the right to receive one Holding Unit in exchange for
each Acquired Unit (or such other rate of exchange of Holding Units for units of
limited partnership interest of Alliance as is applicable to all holders of
units of limited partnership interest of Alliance), subject to certain
conditions. These conditions include, but are not limited to, (i) the Holding
Units must be exempt from registration pursuant to the Securities Act of 1933,
as amended (the "Securities Act"), and Holding must have received any necessary
representations, opinions or other documentation in connection with such
issuance; (ii) the issuance of the Holding Units must be permissible under the
terms of the Amended and Restated Agreement of Limited Partnership of Alliance
Holding dated as of October 29, 1999 (the "Alliance Holding Limited Partnership
Agreement"); (iii) The Equitable Life Assurance Society of the United States
("Equitable") must consent to the transfer of the Acquired Units to Holding
(which AXA Financial, Equitable's indirect parent, has agreed to cause Equitable
to do); and (iv) SCB must provide an outside legal opinion, reasonably
satisfactory to Alliance, stating that the exchange of Acquired Units for
Holding Units constitutes a "block transfer" under applicable United States
Treasury regulations.
The Acquisition Agreement also restricts how and when SCB and its
subsidiaries can transfer or dispose of the Acquired Units (or the Holding Units
if the Acquired Units have been exchanged). Unless otherwise permitted, SCB has
agreed not to, directly or indirectly, offer, pledge, sell, or otherwise
transfer or dispose of, directly or indirectly, any of the Acquired Units (or
the Holding Units if the Acquired Units have been exchanged), or any interest
therein, any security convertible, exchangeable or exercisable for or repayable
with any of the Acquired Units or any security or other interest in any person
owning any of such units. SCB also has agreed that neither it nor any of its
affiliates will enter into any swap, hedging transaction or other similar
arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership (other than any permitted sale, assignment or pledge)
of the Acquired Units.
Notwithstanding the foregoing restrictions on transfer, SCB has the
right to sell or assign up to 2.8 million of the Acquired Units (or the Holding
Units if the Acquired Units have been exchanged) at any time after October 2,
2000 and, beginning on the October 2, 2002, up to an additional twenty percent
of the Acquired Units per year. However, these transfers are permissible only if
they (i) do not violate
<PAGE>
CUSIP No. 01855A101 13D Page 9 of 15 Pages
Alliance's and the Issuer's internal written policies generally applicable to
senior officers restricting sales of their respective units of limited
partnership interest, (ii) qualify as a "block transfer" under applicable United
States Treasury regulations and (iii) comply with all applicable provisions,
conditions and requirements of the Alliance Capital Limited Partnership
Agreement, dated as of October 29, 1999 (the "Alliance Capital Limited
Partnership Agreement"), the Alliance Holding Limited Partnership Agreement (or
other governing document) and the Acquisition Agreement. To the extent SCB does
not transfer the maximum twenty percent of the Acquired Units (or Holding Units
as the case may be) in any one year, SCB has the right to carry forward any
balance to subsequent years; however, transfers made pursuant to SCB's right to
exchange Acquired Units for Holding Units in accordance with the Acquisition
Agreement are not applied toward the twenty percent limitation.
The Put Agreement
-----------------
Under the terms of the Put Agreement, Alliance and AXA Financial have
agreed to provide SCB and its subsidiaries liquidity rights with respect to the
Acquired Units. Beginning October 2, 2002 and ending October 2, 2010, generally
SCB has the right to put up to twenty percent of the Acquired Units to AXA
Financial each year (less any units of limited partnership interest of Alliance
SCB may have otherwise transferred that year). The purchase price for the
Acquired Units sold to AXA Financial pursuant to the Put Agreement will be the
average of the closing prices of a Holding Unit as quoted on the NYSE Composite
Transactions Tape or as otherwise quoted or reported for the ten trading days
ending on the fifth trading day following the date SCB notifies AXA Financial
and Alliance that it will exercise its put rights. The terms of the Put
Agreement also include, but are not limited to, the following: (i) SCB may
exercise its put rights once per year; (ii) SCB may not deliver an exercise
notice regarding its put rights until at least nine months after it delivers its
immediately preceding exercise notice; (iii) the sale contemplated by an
exercise notice must qualify as a "block transfer" under applicable United
States Treasury regulations; and (iv) SCB may exercise its put rights only at
times permitted by, and otherwise in compliance with, the Issuer's and
Alliance's then applicable internal written policies generally applicable to
senior officers restricting sales of their respective units of limited
partnership interest.
Under the terms of the Put Agreement, AXA Financial has the right to
defer SCB's rights thereunder in certain specified circumstances for up to 120
days. In addition, in the event SCB chooses to transfer Acquired Units to a
third party, AXA Financial has a right of first refusal, subject to specified
conditions, to purchase such Acquired Units.
To the extent that SCB elects to use its right to put Acquired Units to
AXA Financial, it forgoes its right to exchange such Acquired Units into Holding
Units.
The Registration Rights Agreement
---------------------------------
Pursuant to the Registration Rights Agreement, SCB is entitled, subject
to certain exceptions and limitations stated therein, to demand that the Issuer
register under the Securities Act, Holding Units acquired or to be acquired in
exchange for the Acquired Units. These rights commence October 2, 2002 and end
October 2, 2010 and generally provide SCB with one demand registration statement
each consecutive 365 day period commencing October 2, 2002 and 60 days during
each such period, including not less than one period of 30 consecutive days,
when SCB will be permitted to offer or sell Holding
<PAGE>
CUSIP No. 01855A101 13D Page 10 of 15 Pages
Units pursuant to such effective registration statement. The Registration Rights
Agreement also provides SCB with certain piggyback registration rights and
contains provisions regarding cutbacks, blackout periods, indemnification and
other terms traditionally addressed in such agreements.
Letter Agreement
----------------
Pursuant to the Letter Agreement, AXA Financial has agreed to cause
Messrs. Lewis A. Sanders and Roger Hertog to be elected to the board of
directors of Alliance Capital Management Corporation, the general partner of
each of the Issuer and Alliance. The Letter Agreement provides that Messrs.
Sanders and Hertog will each serve in this capacity for a term or successive
terms ending not earlier than October 2, 2003; provided, however, that Mr.
Sanders and/or Mr. Hertog may be removed if his employment with Alliance is
terminated. In the event that either or both Mr. Sanders and Mr. Hertog are
removed from the board of Alliance Capital Management Corporation prior to
October 2, 2003, then AXA Financial shall select a replacement from a list of
names of persons previously agreed to by AXA Financial and SCB.
The foregoing descriptions of the Acquisition Agreement, the Put
Agreement, the Registration Rights Agreement and the Letter Agreement are
subject to, and qualified in their entirety by reference to, the full text of
such agreements, copies of which are filed as exhibits hereto and incorporated
by reference into this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - Amended and Restated Acquisition Agreement, dated
as of October 2, 2000, among Alliance Capital
Management L.P., Alliance Capital Management
Holding L.P., Alliance Capital Management LLC,
SCB Inc. (f.k.a. Sanford C. Bernstein Inc.),
Bernstein Technologies Inc., SCB Partners Inc.,
Sanford C. Bernstein & Co., LLC and SCB LLC
(incorporated by reference to Exhibit 1 of the
Schedule 13D filed by SCB Inc. and SCB Partners
Inc. on October 12, 2000).
Exhibit 2 - Registration Rights Agreement, dated as of
October 2, 2000, by and among Alliance Capital
Management Holding L.P., SCB Inc. (f.k.a. Sanford
C. Bernstein Inc.) and SCB Partners Inc.
(incorporated by reference to Exhibit 2 of the
Schedule 13D filed by SCB Inc. and SCB Partners
Inc. on October 12, 2000).
Exhibit 3 - Purchase Agreement, dated as of June 20, 2000, by
and among Alliance Capital Management L.P., AXA
Financial, Inc. and SCB Inc. (f.k.a. Sanford C.
Bernstein Inc.) (incorporated by reference to
Exhibit 22 of the Schedule 13D (Amendment No. 8)
filed by Alliance Capital Management Holding L.P.
on June 30, 2000).
<PAGE>
CUSIP No. 01855A101 13D Page 11 of 15 Pages
Exhibit 4 - Letter Agreement, dated as of June 20, 2000,
between SCB Inc. (f.k.a. Sanford C. Bernstein
Inc.) and AXA Financial, Inc. (incorporated by
reference to Exhibit 23 of the Schedule 13D
(Amendment No. 8) filed by Alliance Capital
Management Holding L.P. on June 30, 2000).
Exhibit 5 - Agreement of Joint Filing, dated as of October
12, 2000, between SCB Inc. and SCB Partners Inc.
<PAGE>
CUSIP No. 01855A101 13D Page 12 of 15 Pages
APPENDIX A
TO SCHEDULE 13D
Set forth herein please find information concerning the Executive
Officers and Directors of SCB Inc. ("SCB") and SCB Partners Inc. ("Partners")
(each, a "Corporation"). Such information sets forth the name of the Executive
Officer or Director, his/her position at the respective Corporation and his/her
present principal occupation or employment, if other than that held at the
respective Corporation. Unless otherwise indicated, the principal business
address of each of the Executive Officers and Directors set forth below is 767
Fifth Avenue, New York, New York 10153.
Executive Officers and Directors of SCB Inc. and SCB Partners Inc.*
<TABLE>
<CAPTION>
Principal Occupation/
Name Position at the Corporations Employment
---- ---------------------------- ----------
<S> <C> <C>
Lewis A. Sanders Chairman; Chief Executive Officer Director; Vice Chairman, Chief
Investment Officer**
Roger Hertog Director; President and Chief Vice Chairman**
Operating Officer
Andrew S. Adelson Director; Senior Vice President Executive Vice President; Chief
Investment Officer, International
Value Equities**
Kevin R. Brine Director; Senior Vice President Head of Non-U.S. Asset
Management Services**
Charles C. Cahn, Jr. Director; Senior Vice President Coordinator of Merger
Integration**
Marilyn Goldstein Fedak Director; Senior Vice President Executive Vice President; Chief
Investment Officer, U.S. Value
Equities**
Arthur W. Fried Director Executor, Estate of Zalman C.
Bernstein
<FN>
----------
*The listed individuals hold identical positions for both SCB and Partners.
**Indicated director and officer positions are with Alliance Capital Management
Corporation, the general partner of each of Alliance and Holdings; employment
and other positions are with Alliance; the principal business address is 1345
Avenue of the Americas, New York, New York 10105.
</FN>
</TABLE>
<PAGE>
CUSIP No. 01855A101 13D Page 13 of 15 Pages
<TABLE>
<S> <C> <C>
Michael L. Goldstein Director; Senior Vice President Executive Vice President; Chief
Investment Strategist, Institutional
Services**
Thomas S. Hexner Director; Senior Vice President Head of Private Client
Services**
Gerald M. Lieberman Director; Senior Vice President; Executive Vice President, Finance
Treasurer and Operations**
Marc O. Mayer Director; Senior Vice President Chief Executive Officer of
Sanford C. Bernstein & Co. LLC
Jean Margo Reid Director; Senior Vice President; Counsel**
Secretary
Francis H. Trainer, Jr. Director; Senior Vice President Chief Investment Office, Fixed
Income-Bernstein Investment
Management Research Unit**
</TABLE>
<PAGE>
CUSIP No. 01855A101 13D Page 14 of 15 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
DATED: October 12, 2000
SCB INC.
By: /s/ Jean Margo Reid
--------------------------------
Name: Jean Margo Reid
Title: Senior Vice President
and Secretary
SCB PARTNERS INC.
By: /s/ Jean Margo Reid
--------------------------------
Name: Jean Margo Reid
Title: Senior Vice President
and Secretary
<PAGE>
CUSIP No. 01855A101 13D Page 15 of 15 Pages
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
1 Amended and Restated Acquisition Agreement, dated as of
October 2, 2000, among Alliance Capital Management L.P.,
Alliance Capital Management Holding L.P., Alliance
Capital Management LLC, SCB Inc. (f.k.a. Sanford C.
Bernstein Inc.), Bernstein Technologies Inc., SCB
Partners Inc., Sanford C. Bernstein & Co., LLC and SCB
LLC (incorporated by reference to Exhibit 1 of the
Schedule 13D filed by SCB Inc. and SCB Partners Inc. on
October 12, 2000).
2 Registration Rights Agreement, dated as of October 2,
2000, by and among Alliance Capital Management Holding
L.P., SCB Inc. (f.k.a. Sanford C. Bernstein Inc.) and
SCB Partners Inc. (incorporated by reference to Exhibit
1 of the Schedule 13D filed by SCB Inc. and SCB Partners
Inc. on October 12, 2000).
3 Purchase Agreement, dated as of June 20, 2000, by and
among Alliance Capital Management L.P., AXA Financial,
Inc. and SCB Inc. (f.k.a. Sanford C. Bernstein Inc.)
(incorporated by reference to Exhibit 22 of the Schedule
13D (Amendment No. 8) filed by Alliance Capital
Management Holding L.P., on June 30, 2000).
4 Letter Agreement, dated as of June 20, 2000, between SCB
Inc. (f.k.a. Sanford C. Bernstein Inc.) and AXA
Financial, Inc. (incorporated by reference to Exhibit 23
of the Schedule 13D (Amendment No. 8) filed by Alliance
Capital Management Holding L.P. on June 30, 2000).
5 Agreement of Joint Filing, dated as of October 12, 2000,
between SCB Inc. and SCB Partners Inc.
