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--------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)
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, 25, AVENUE MATIGNON
75008 PARIS, FRANCE
011-331-40-75-56-38
--------------------------------------------------------------------------------
JUNE 20, 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 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 109
(Exhibits begin on page 32)
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 2 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
See Item 5
8
--------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
--------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Item 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
HC, CO
14
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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>
<TABLE>
<CAPTION>
SCHEDULE 13D
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 3 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
FINAXA
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
5
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
See Item 5
8
--------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
--------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
11 (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 2.04% - See Item 5
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 HC, CO
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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>
<TABLE>
<CAPTION>
SCHEDULE 13D
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 4 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Assurances I.A.R.D. Mutuelle
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
See Item 5
8
--------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
--------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
11 (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 2.04% - See Item 5
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IC
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 5 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Assurances Vie Mutuelle
1
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
------------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |_|
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
See Item 5
8
--------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
--------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Item 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
IC
14
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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>
<TABLE>
<CAPTION>
SCHEDULE 13D
------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 6 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Courtage Assurance Mutuelle
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (b) |_|
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
5 |_|
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
See Item 5
8
--------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
--------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Item 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
IC
14
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 7 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Conseil Vie Assurance Mutuelle
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
2 (a) |_|
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |_|
5
-----------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
See Item 5
8
--------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
--------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Item 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
IC
14
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 8 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Claude Bebear, as AXA Voting Trustee
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
2 (b) |_|
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
OO
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) |_|
5
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
See Item 5
8
--------------------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
--------------------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Item 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14 IN
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
*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>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 9 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Patrice Garnier, as AXA Voting Trustee
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
OO
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY
EACH 7
REPORTING ----------------------------------------------------------------------------------------------
PERSON WITH SHARED VOTING POWER
See Item 5
8
----------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
----------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Item 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
IN
14
------------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 10 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Henri de Clermont-Tonnerre, as AXA Voting Trustee
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
OO
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY See Item 5
OWNED BY
EACH 7
REPORTING ----------------------------------------------------------------------------------------------
PERSON WITH SHARED VOTING POWER
See Item 5
8
----------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
See Item 5
9
----------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
See Item 5
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Item 5
(Not to be construed as an admission of beneficial ownership)
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Item 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
IN
14
------------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 11 OF 109 PAGES
------------------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Financial, Inc. (f/k/a The Equitable Companies Incorporated)
13-3623351
1
------------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
------------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
------------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E)
5 |_|
------------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
6
------------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 1,483,186 - See Items 4 and 5
OWNED BY
EACH 7
REPORTING ----------------------------------------------------------------------------------------------
PERSON WITH SHARED VOTING POWER
8
----------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
1,483,186 - See Items 4 and 5
9
----------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
------------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Items 4 and 5
11
------------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
------------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Items 4 and 5
13
------------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
HC, CO
14
------------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 12 OF 109 PAGES
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AXA Client Solutions, LLC
52-2197822
1
-----------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
-----------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
-----------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
6
-----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 1,483,186 - See Items 4 and 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
8
--------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 1,483,186 - See Items 4 and 5
--------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
-----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Items 4 and 5
11
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Items 4 and 5
13
-----------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
HC, OO
14
-----------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 13 OF 109 PAGES
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Equitable Life Assurance Society of the United States
13-5570651
1
-----------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
-----------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
WC
4
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
-----------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
6
-----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 1,483,186 - See Items 4 and 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
8
--------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 1,483,186 - See Items 4 and 5
--------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
-----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,483,186 - See Items 4 and 5
11
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.04% - See Items 4 and 5
13
-----------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
IC, CO
14
-----------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
-----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 14 OF 109 PAGES
-----------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Equitable Holdings, LLC
1
-----------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
-----------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
AF
4
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
-----------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
New York
6
-----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 761,008 - See Items 4 and 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
8
--------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 761,008 - See Items 4 and 5
--------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
-----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
761,008 - See Items 4 and 5
11
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.05% - See Items 4 and 5
13
-----------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
HC, OO
14
-----------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 15 OF 109 PAGES
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NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ACMC, Inc.
13-2677213
1
-----------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
-----------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
WC
4
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
-----------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
6
-----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 722,178 - See Items 4 and 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
8
--------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 722,178 - See Items 4 and 5
--------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
-----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,178 - See Items 4 and 5
11
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.00% - See Items 4 and 5
13
-----------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
CO
14
-----------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 13D
<S> <C> <C>
CUSIP NO. 01855A101 PAGE 16 OF 109 PAGES
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NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
ECMC, LLC (f/k/a Equitable Capital Management Corporation)
1
-----------------------------------------------------------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
2
-----------------------------------------------------------------------------------------------------------------------------------
SEC USE ONLY
3
-----------------------------------------------------------------------------------------------------------------------------------
SOURCE OF FUNDS*
WC
4
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D)
OR 2(E) |_|
5
-----------------------------------------------------------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
6
-----------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SOLE VOTING POWER
SHARES
BENEFICIALLY 722,178 - See Items 4 and 5
OWNED BY 7
EACH --------------------------------------------------------------------------------------------
REPORTING SHARED VOTING POWER
PERSON WITH
8
--------------------------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 722,178 - See Items 4 and 5
--------------------------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10
-----------------------------------------------------------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
722,178 - See Items 4 and 5
11
-----------------------------------------------------------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
12
-----------------------------------------------------------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.00% - See Items 4 and 5
13
-----------------------------------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
CO
14
-----------------------------------------------------------------------------------------------------------------------------------
*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.
</TABLE>
<PAGE>
This Amendment No. 8 amends 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 filed on July 29, 1993 ("Amendment No. 1"),
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"), Amendment No. 6 to the Schedule 13D filed on April 9,
1999 ("Amendment No. 6"), and Amendment No. 7 to the Schedule 13D filed on
November 4, 1999 ("Amendment No. 7"), each of which was filed by AXA, Midi
Participations (except as to Amendment Nos. 3, 4, 5, 6 and 7), 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 (which was merged in
November 1999 into Equitable Holdings, LLC), ACMC, Inc. and ECMC, LLC (successor
by merger to 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 2. IDENTITY AND BACKGROUND
Item 2 of the Schedule 13D is hereby amended and restated in its
entirety as follows.
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") (Equitable Investment Corporation merged into EHLLC in November
1999), a New York limited liability company whose sole member is Equitable, (ix)
ACMC, Inc., a Delaware corporation ("ACMC"), and (xi) ECMC, LLC ("ECMC"), a
Delaware limited liability company whose sole member is Equitable Holdings, LLC
and which is the successor by merger to Equitable Capital Management
Corporation. AXA, Finaxa, the Mutuelles AXA, the Trustees, AXF, AXCS, Equitable,
EHLLC, ACMC and ECMC are hereinafter collectively referred to as the "Reporting
Persons."
Page 17 of 109
<PAGE>
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 25, avenue Matignon, 75008 Paris, France. As of March 1, 2000,
approximately 20.3% of the issued ordinary shares (representing approximately
31.9% of the voting power) of AXA were directly or indirectly owned by Finaxa.
As of March 1, 2000, the Mutuelles AXA, in addition to their indirect beneficial
ownership of AXA's ordinary shares through Finaxa, directly beneficially owned
approximately 3.0% of AXA's ordinary shares (representing approximately 4.8% of
the voting power). In addition, as of March 1, 2000, 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 March 1,
2000, approximately 60.7% of the voting shares (representing approximately 70.7%
of the voting power) of Finaxa were owned by the Mutuelles AXA (one of which,
AXA Assurances I.A.R.D. Mutuelle, owned approximately 34.8% of the voting
shares, representing approximately 40.4% of the voting power), and approximately
22.3% of the voting shares (representing approximately 13.3% of the voting
power) of Finaxa were owned by Paribas (now BNP 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, AXA Assurances Vie Mutuelle and AXA
Conseil Vie Assurance Mutuelle is 370, rue Saint Honore, 75001 Paris, France;
and (ii) 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 the Supervisory Board of AXA.
AXF and Subsidiaries. AXF is a holding company. As of March 1, 2000,
approximately 60.3% 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, is the sole member of
ECMC. ECMC, ACMC, EHLLC, AXCS and
Page 18 of 109
<PAGE>
AXF are holding companies. The address of the principal business and principal
office of AXF, AXCS, Equitable, EHLLC, 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 4. PURPOSE OF TRANSACTION
Item 4 of the Schedule 13D is hereby amended by amending and restating
all references to "Alliance II" so that they are references to "Alliance
Capital" and by inserting the following paragraph of text after the seventh full
paragraph of text thereof.
On June 20, 2000, Alliance Capital issued a press release announcing
that it had entered into a definitive agreement with Sanford C. Bernstein Inc.
("SCB"), pursuant to which Alliance Capital agreed, among other things, to
acquire substantially all of the assets and assume substantially all of the
liabilities of SCB and its subsidiaries for consideration of approximately $1.5
billion in cash and 40.8 million units of limited partnership interests of
Alliance Capital ("Alliance Capital Units"), subject to reduction if the client
revenues of SCB fall below certain levels (the "Acquisition"). The closing of
the Acquisition is subject to the receipt of various regulatory approvals, the
maintenance of a minimum SCB client base, the affirmative vote of the SCB
shareholders and the holders of Units and other conditions. A copy of the press
release is included as Exhibit 24 hereto. In connection with the Acquisition,
AXF entered into a financing agreement, dated as of June 20, 2000, with Alliance
Capital (the "Financing Agreement"), pursuant to which AXF agreed to finance the
cash portion of the Acquisition through the purchase of 32,619,775 Alliance
Capital Units for an aggregate purchase price of $1.6 billion (the "June 2000
Purchase"). AXF completed the June 2000 Purchase on June 21, 2000. AXF funded
$150 million of its obligation under the Financing Agreement from internally
generated funds and borrowed the remaining $1.45 billion from Bank of America,
N.A., pursuant to a promissory note, dated as of June 21, 2000, due on September
22, 2000 (the "Promissory Note"). In addition, AXF entered into a purchase
agreement with SCB and Alliance Capital, dated as of June 20, 2000 (the
"Purchase Agreement"), pursuant to which it granted SCB the right, beginning on
the second anniversary of the closing of the Acquisition, to cause AXF to
purchase the Alliance Capital Units received by SCB as part of consideration for
the Acquisition (in the aggregate, such Alliance Capital Units are referred to
herein as the "Equity Consideration"). This right is exercisable no more than
once annually during each of the eight years following the second anniversary of
the closing of the Acquisition, in an amount not to exceed 20 % of the Equity
Consideration per year and subject to deferral under certain circumstances.
Under the Purchase Agreement, SCB agreed not to transfer
Page 19 of 109
<PAGE>
38 million of the Alliance Capital Units received by it as part of the Equity
Consideration (the "Restricted Units") until after the second anniversary of the
closing of the Acquisition. SCB also agreed that from the second anniversary of
the closing of the Acquisition until the tenth anniversary of the closing of the
Acquisition, transfers of the Restricted Units will be subject to an aggregate
cumulative annual limit of 20% of the Equity Consideration (but no more than 40%
in any one year), and AXF's right of first refusal. Pursuant to a letter
agreement, dated as of June 20, 2000, between AXF and SCB (the "Letter
Agreement"), AXF agreed to elect or cause the election of Mr. Lewis A. Sanders,
currently the Chairman and Chief Executive Officer of SCB and Mr. Roger Hertog,
currently the President of SCB, or designated substitutes, to the Board of
Directors of ACMC for a minimum of three years following the closing of the
Acquisition.
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
Items 5(a), (b) and (c) are hereby amended and restated in
their entirety as set forth below.
(a) & (b) At the close of business on June 21, 2000: AXF did not
beneficially own directly any Units and beneficially owned 32,619,775 Alliance
Capital Units representing 15.87% of the Alliance Capital Units outstanding;
Equitable did not beneficially own directly any Units and beneficially owned
5,219,396 Alliance Capital Units representing 2.54% of the Alliance Capital
Units outstanding; ACMC beneficially owned directly 722,178 Units representing
1.00% of the Units outstanding and 66,220,822 Alliance Capital Units
representing 32.22% of the Alliance Capital Units outstanding; and ECMC
beneficially owned directly 722,178 Units representing 1.00% of the Units
outstanding and 24,415,727 Alliance Capital Units representing 11.88% of the
Alliance Capital's 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 Capital Units. In addition,
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), 69.3% 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 approximately
38,830 Units, acquired solely for investment purposes on behalf of client
discretionary accounts. 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 approximately 38,830 Units held in DLJ client
discretionary accounts, representing 1.05% of the Units outstanding, and the
24,415,727 Alliance Capital Units owned by ECMC representing 11.88% of the
Alliance Capital 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 approximately 38,830 Units
acquired on behalf of client discretionary accounts by DLJ which represent 2.04%
of the Units outstanding, and the 66,220,822 Alliance Capital Units owned by
ACMC and the 24,415,727 Alliance Capital Units owned by ECMC which, together
with the 5,219,396 Alliance Capital Units owned directly by Equitable, represent
46.63% of the Alliance Capital 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
approximately 38,830 Units acquired on behalf of client discretionary accounts
by DLJ, representing 2.04% of the Units
Page 20 of 109
<PAGE>
outstanding, and the 66,220,822 Alliance Capital Units owned by ACMC and the
24,415,727 Alliance Capital Units owned by ECMC which, together with the
5,219,396 Alliance Capital Units owned directly by Equitable, represent 46.63%
of the Alliance Capital 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
approximately 38,830 Units acquired on behalf of client discretionary accounts
by DLJ, representing 2.04% of the Units outstanding, and the 66,220,822 Alliance
Capital Units owned by ACMC, the 24,415,727 Alliance Capital Units owned by ECMC
and the 5,219,396 Alliance Capital Units owned directly by Equitable which
together with the 32,619,775 Alliance Capital Units owned directly by AXF
represent 62.50% of the Alliance Capital 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 60.3% of the outstanding shares of
common stock of AXF, may be deemed to beneficially own all of the Units and
Alliance Capital 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 Capital Units. In addition, the Mutuelles AXA, as a group, and
Finaxa may be deemed to be beneficial owners of such Units and Alliance Capital
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 Capital
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 Capital 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 Capital 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 Alliance
Capital Units and options or other rights to acquire Units presently or within
60 days:
Richard H. Jenrette 16,000 Units
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. 9,000 Units (of which 4,000 are owned by the Sella
Foundation Trust)
John S. Chalsty 18,000 Units
Page 21 of 109
<PAGE>
Dave H. Williams 1,009,876 Units (of which 160,000 are owned by his
spouse, Reba Williams); 759,036 Alliance Capital
Units
Henri de Castries 2,000 Units
Denis Duverne 2,000 Units
Stanley B. Tulin 4,000 Units
Michael Hegarty no Units; 18,000 Alliance Capital units
Other than as described above and in Item 4 above, none of the
Reporting Persons beneficially owns any Units or Alliance Capital Units or
options or other rights to acquire Units or Alliance Capital 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) Other than as described in the next sentence, during the 60 days
preceding the filing of this Amendment, no transactions in Units of the issuer
were made by the Reporting Persons, or, to the knowledge of the Reporting
Persons, any natural person named in Exhibits 1 through 13 hereto. On June 13,
2000, the Sella Foundation Trust (in which Mr. Sella shares voting power with
his spouse) sold 1,000 Units at a price of $48.06 per Unit sold in an open
market transaction. On June 20, 2000, AXF entered into the Financing Agreement,
and as described in Item 4 of the Schedule 13D, on June 21, 2000, AXF purchased
32,619,775 Alliance Capital Units pursuant to the Financing Agreement.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 of the Schedule 13D is hereby amended by inserting the following
paragraph of text after the first full paragraph of text thereof:
In connection with the Acquisition, AXA entered into the following
agreements described in more detail in Item 4 above: (1) the Financing
Agreement, (2) the Promissory Note, (3) the Purchase Agreement, and (4) the
Letter Agreement. A copy of the Financing Agreement is included as Exhibit 20, a
copy of the Promissory Note is included as Exhibit 21, a copy of the Purchase
Agreement is included as Exhibit 22, and a copy of the Letter Agreement is
included as Exhibit 23.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Information with respect to Members of the Management Board,
Supervisory Board and Executive Officers of AXA
Exhibit 2 Information with respect to Executive Officers of Finaxa
and Members of Finaxa's Conseil d'Administration
Page 22 of 109
<PAGE>
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
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 Intentionally omitted since Equitable Investment Corporation
has merged into Equitable Holdings, LLC, whose sole member is
The Equitable Life Assurance Society of the United States
Exhibit 12 Information with respect to the Executive Officers and
Directors of ACMC, Inc.
Exhibit 13 Intentionally omitted since Equitable Capital Management
Corporation has merged into ECMC, LLC, whose sole member is
Equitable Holdings, LLC.
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)
Page 23 of 109
<PAGE>
Exhibit 17 Press Release, dated October 29, 1999, of Alliance Capital
Management L.P. (incorporated by reference to Exhibit 17 filed
with Amendment 7 to Schedule 13D filed on October 29, 1999)
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 Alliance's Form 8-K filed on November 3, 1999)
Exhibit 20 Financing Agreement, dated as of June 20, 2000, between AXF
and Alliance Capital
Exhibit 21 Promissory Note, dated June 21, 2000, issued by AXF to Bank of
America, N.A.
Exhibit 22 Purchase Agreement, dated as of June 20, 2000, between AXF,
Alliance Capital and SCB
Exhibit 23 Letter Agreement, dated June 20, 2000, between AXF and SCB
Exhibit 24 Press Release, dated June 20, 2000, of Alliance (incorporated
by reference to Exhibit 99.1 filed with Alliance's Form 8-K
filed on June 21, 2000)
Page 24 of 109
<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: June 22, 2000 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 25 of 109
<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: June 22, 2000 AXA FINANCIAL, INC.
By: /s/ Alvin H. Fenichel
------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
Page 26 of 109
<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: June 22, 2000 AXA CLIENT SOLUTIONS, LLC
By: /s/ Alvin H. Fenichel
------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and Controller
Page 27 of 109
<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: June 22, 2000 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 28 of 109
<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: June 22, 2000 EQUITABLE HOLDINGS, LLC
By: /s/Alvin H. Fenichel
--------------------
Name: Alvin H. Fenichel
Title: Authorized Signatory
Page 29 of 109
<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: June 22, 2000 ACMC, INC.
By: /s/Kevin R. Byrne
------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Chief Financial Officer
Page 30 of 109
<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: June 22, 2000 ECMC, LLC
By: /s/Alvin H. Fenichel
--------------------
Name: Alvin H. Fenichel
Title: Authorized Signatory
Page 31 of 109
<PAGE>
EXHIBIT 1
MEMBERS OF THE MANAGEMENT BOARD, THE SUPERVISORY BOARD
AND THE EXECUTIVE OFFICERS
OF
AXA
The names of the Members of the Management 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 25, avenue Matignon, 75008 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.
<TABLE>
Members of the Management Board
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ------------------------------
Henri de Castries Chairman of the Management Board
Edward Miller Vice Chairman of the Management Board; President and
1290 Avenue of the Americas Chief Executive Officer, AXA Financial; Chairman &
New York, NY 10104 Chief Executive Officer, The Equitable Life Assurance
Society of the United States
Claude Tendil Vice Chairman of the Management Board;
Chairman and Chief Executive Officer of the French
Insurance Companies
Gerard de La Martiniere Group Executive President Finance, Control and Strategy
Francoise Colloc'h Group Executive President, Human Resources,
Communications and Synergies
Members of the Supervisory Board
<S> <C>
Name, Business Address Present Principal Occupation
--------------------- -----------------------------
Antoine Bernheim General Partner of Lazard Freres (investment banking)
Lazard Freres
121, Bd Haussmann
75008 PARIS
Claude Bebear Chairman of the Supervisory Board
</TABLE>
Page 32 of 109
<PAGE>
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ------------------------------
Jacques Calvet Vice Chairman of the Supervisory Board of
7, rue de Tilsitt Galeries Lafayette (commerce)
75017 PARIS
Henri de Clermont-Tonnerre Chairman of the Supervisory Board of Qualis SCA
ERSA (transportation)
90, rue de Miromesnil
75008 PARIS
David Dautresme General Partner of Lazard Freres (investment banking)
Lazard Freres
121, boulevard Haussmann
75008 PARIS
Jean-Rene Fourtou Vice Chairman of the Management Board of Aventis
Aventis (manufacturer of chemicals and agricultural products)
67000 Strasbourg
Michel Francois-Poncet Director of BNP Paribas (financial services and
BNP Paribas banking)
3, rue d'Antin
75002 PARIS
Patrice Garnier Retired
Anthony J. Hamilton(1) General Partner of Fox-Pitt, Kelton, Ltd. (investment
Fox-Pitt, Kelton Group Ltd. banking firm)
35 Wilson Street
London EC2M 2SJ
ENGLAND
Henri Hottinguer(2) Chairman of the Supervisory Board of Credit Suisse
Credit Suisse Hottinguer Paris Hottinguer Paris
43, rue Taitbout
75009 PARIS
Richard Jenrette(3) Senior advisor of Donaldson, Lufkin & Jenrette
DLJ (investment banking)
277 Park Avenue
NEW YORK, NY 10172 - USA
---------------------------
(1) Citizen of United Kingdom
(2) Citizen of Switzerland
(3) Citizen of the United States of America
</TABLE>
Page 33 of 109
<PAGE>
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ------------------------------
Henri Lachmann Chairman and Chief Executive Officer of Schneider
SCHNEIDER Electric Electric (electric equipment)
64-70, Av. Jean-Baptiste Clement
92646 BOULOGNE
CEDEX
Gerard Mestrallet Chairman and Chief Executive Officer of Suez Lyonnaise
Suez - Lyonnaise des Eaux des Eaux (finance)
1, rue d'Astorg
75008 PARIS
Friedel Neuber Chairman of the Supervisory Board of Preussag AG
Westdeutsche Landesbank Gironzentrale (industry)
Herzogstrasse 15
D-40217
DUSSELDORF
GERMANY
Alfred von Oppenheim Chairman of the Supervisory Board of SAL Oppenheim Jr.
SAL OPPENHEIM Jr. & Cie & Cie
Unter Sachsenhausen 4
50667 KOLN
("llemagne)
Michel Pebereau Chairman and Chief Executive Officer of B.N P. Paribas
B.N.P. Paribas (banking)
16, boulevard des Italiens
75002 PARIS
Didier Pineau-Valencienne Honorary Chairman of Schneider Electric (electric
64, rue de Miromesnil equipment)
75008 Paris, France
Bruno Roger Senior Manager of Lazard Freres (investment banking)
Lazard Freres
121, boulevard Haussman
75008 PARIS
Executive Officers
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
Jean-Luc Bertozzi Executive Officer of AXA France Assurances
Tour AXA
1, place des Saisons
92083 PARIS LA DEFENSE
</TABLE>
Page 34 of 109
<PAGE>
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ------------------------------
Donald Brydon(4) Chief Executive of AXA Investment Managers Europe
AXA Investment Managers
60 Gracechurch Street
London EC3V 0HR
U.K.
Henri de Castries Chairman of the Management Board of AXA
Francoise Colloc'h Member of the Management Board;
Group Executive President
Human Resources, Communications and Synergies
Michael Hegarty(5) Senior Vice Chairman and Chief Operating Officer of
AXA Financial, Inc. AXA Financial, Inc.; President and Chief Operating
1290 Avenue of the Americas Officer of The Equitable Life Assurance Society of the
New York, NY 10104 United States
USA
Claus-Michael Dill(6) Chairman of the Management Board of AXA Colonia
AXA Colonia Konzern Konzern AG
Gereondriesch 9-11
50670 Koln
Germany
Gerard de La Martiniere Member of the Management Board; Group Executive
President Finance, Control and Strategy
Edward Miller(7) Vice Chairman of the Management Board; President and
AXA Financial, Inc. Chief Executive Officer of AXA Financial, Inc.;
1290 Avenue of the Americas Chairman and Chief Executive Officer of The Equitable
New York, NY 10104 Life Assurance Society of the United States
USA
------------------------
(4) Citizen of the United Kingdom
(5) Citizen of the United States of America
(6) Citizen of Germany
(7) Citizen of the United States of America
</TABLE>
Page 35 of 109
<PAGE>
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
Jean-Marie Nessi Chairman and Chief Executive Officer of AXA Reassurance
AXA Re
39, rue de colisee
75008 PARIS
Michel Pinault Head of Asia-Pacific Business Unit
</TABLE>
Page 36 of 109
<PAGE>
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ------------------------------
Claude Tendil Vice Chairman of the Management Board;
Chairman and Chief Executive Officer of the French
Insurance Companies
Mark Wood Managing Director of Sun Life & Provincial Holdings
SLPH (insurance)
107 Cheapside
London EC2V 6DU
U.K.
Alfred Bouckaert(8) Chief Executive Officer of AXA Royale Belge
25 boulevard du Souverain
1170 Bruxelles
Belgium
Claude Cargou Chief Information Officer
Denis Duverne Group Executive Vice President Finance, Control and
Strategy
Les Owen(9) Managing Director of AXA Asia Pacific Holdings
AXA Asia Pacific Holdings
447 Collins Street
Melbourne - Victoria 3000
Australia
Patrick Thourot Chief of the Central Actuarial Department
----------------------------
(8) Citizen of Belgium
(9) Citizen of the United Kingdom
</TABLE>
Page 37 of 109
<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.
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Claude Bebear Chairman and Chief Executive Officer;
AXA Chairman of the Supervisory Board of AXA
25, avenue Matignon
75008 PARIS
*Henri de Castries Chairman of the Management Board of AXA
AXA
25, avenue Matignon
75008 PARIS
*Henri de Clermont-Tonnerre Chairman of the Supervisory Board of
ERSA Qualis SCA (transportation)
90, rue de Miromesnil
75008 PARIS
*Jean-Rene Fourtou Vice Chairman of the Management Board of
Permanent representative of AXA ASSURANCES Aventis (manufacturer of chemicals and
I.A.R.D. MUTUELLE agricultural products)
Aventis
67000 Strasbourg
*Patrice Garnier Retired
*Henri Hottinguer(1) Chairman of the Supervisory Board of
Credit Suisse Paris Credit Suisse Hottinguer Paris (banking)
HOTTINGUER
43, rue Taitbout
75009 PARIS
-------------------------
(1) Citizen of Switzerland
</TABLE>
Page 38 of 109
<PAGE>
<TABLE>
<S> <C>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
*Paul Hottinguer(2) Chairman of Financiere Hottinguer
Financiere (banking)
HOTTINGUER
43, rue Taitbout
75009 PARIS
*Henri Lachmann Chairman and Chief Executive Officer of
SCHNEIDER Schneider Electric (electric equipment)
64-70, Av. Jean-Baptiste Clement
92646 BOULOGNE CEDEX
*Michel Francois Poncet Director of BNP Paribas (banking)
BNP PARIBAS
3, Rue d'Antin
75002 PARIS
*Christian Manset Chairman and Chief Executive Officer of
7, rue Meryerbeer Compagnie Financiere Ottomane
75009 PARIS
*Emilio de Ybarra 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 Member of the Management Board of AXA
25, avenue Matignon
75008 PARIS
------------------------
* Member, Conseil d'Administration
------------------------
(2) Citizen of Switzerland
</TABLE>
Page 39 of 109
<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.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Claude Bebear Chairman;
AXA Chairman of the Supervisory Board of AXA
25, avenue Matignon
75008 PARIS
*Henri Lachmann Vice President;
SCHNEIDER Electric Chairman and Chief Executive Officer of Schneider
64-70, Av. Jean-Baptiste Clement Electric (electric equipment)
92646 BOULOGNE CEDEX
*Claude Tendil Vice Chairman of the Management Board of AXA;
AXA Chairman and Chief Executive Officer - French
25, avenue Matignon Insurance companies
75008 PARIS
*Francois Pierson Executive Officer of AXA France Assurances
Tour AXA
1, place des Saisons
92083 PARIS LA DEFENSE
*Henri de Castries Chairman of the Management Board of AXA
AXA
25, avenue Matignon
75008 PARIS
*Jean-Rene Fourtou Vice Chairman of the Management Board of Aventis
Aventis (manufacturer of chemicals and agricultural
67000 Strasbourg products)
*Francois Richer Retired
*Georges Rousseau Retired
</TABLE>
Page 40 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*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
*Octave Manset Communication Manager BMW France
BMW France (auto manufacturer)
78886 St. Quentin en Yuelynes
*Pierre de Waziero Companies Manager (services)
Societe Gramont
25 rue Sainte Lucie
75018 Paris, FRANCE
</TABLE>
--------------------
* Member, Conseil d'Administration
Page 41 of 109
<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.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Claude Bebear Chairman;
AXA Chairman of the Supervisory Board of AXA
25, avenue Matignon
75008 PARIS
*Henri Lachman Vice President;
SCHNEIDER Electric Chairman and Chief Executive Officer of Schneider
64-70, Av. Jean-Baptiste Clement Electric (electric equipment)
92646 BOULOGNE CEDEX
*Claude Tendil Vice Chairman of the Management Board of AXA;
AXA Chairman and Chief Executive Officer - French
25, avenue Matignon Insurance companies
75008 PARIS
Francois Pierson Executive Officer of AXA France Assurances
Tour AXA
1, place des Saisons
92083 PARIS LA DEFENSE
*Henri de Castries Chairman of the Management Board of AXA
AXA
25, avenue Matignon
75008 PARIS
*Jean-Rene Fourtou Vice Chairman of the Management Board of Aventis
Aventis (manufacturer of chemicals and agricultural
6700 Strasbourg products)
</TABLE>
Page 42 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Henri de Clermont-Tonnerre Chairman of the Supervisory Board of
ERSA Qualis SCA (transportation)
90, rue de Miromesnil
75008 PARIS
*Francois Richer Retired
*Georges Rousseau Retired
*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
*Octave Manset Communication Manager, BMW
BMW France France (auto manufacturer)
78886 St. Quentin en Yuelynes
*Pierre de Waziero Companies Manager (services)
Societe Gramont
25 rue Sainte Lucie
75018 Paris, FRANCE
</TABLE>
--------------------
* Member, Conseil d'Administration
Page 43 of 109
<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.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Claude Bebear Chairman;
AXA Chairman of the Supervisory Board of AXA
25, avenue Matignon
75008 PARIS
*Henri Lachmann Vice President;
SCHNEIDER Electric Chairman and Chief Executive Officer of Schneider
64-70, Av. Jean-Baptiste Clement Electric (electric equipment)
92646 BOULOGNE CEDEX
*Claude Tendil Vice Chairman of the Management Board of AXA;
AXA Chairman and Chief Executive Officer - French
25, avenue Matignon Insurance companies
75008 PARIS
Jacques Deparis Executive Officer of AXA Courtage I.A.R.D. and AXA
AXA Courtage Collectives
26, rue Louis le Grand
75002 PARIS
*Henri de Castries Chairman of the Management Board of AXA
AXA
25, avenue Matignon
75008 PARIS
*Jean-Rene Fourtou Vice Chairman of the Management Board of Aventis
Aventis (manufacturer of chemicals and agricultural
67000 Strasbourg products)
*Patrice Garnier Retired
</TABLE>
Page 44 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*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
*Pierre de Waziero Companies Manager (services)
Societe Gramont
25 rue Sainte Lucie
75018 Paris, FRANCE
</TABLE>
--------------------
* Member, Conseil d'Administration
Page 45 of 109
<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.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Claude Bebear Chairman;
AXA Chairman of the Supervisory Board of AXA
25, avenue Matignon
75008 PARIS
*Henri Lachmann Vice President;
SCHNEIDER Electric Chairman and Chief Executive Officer of Schneider
64-70, Av. Jean-Baptiste Clement Electric (electric equipment)
92646 BOULOGNE CEDEX
*Claude Tendil Vice Chairman of the Management Board of AXA;
AXA Chairman and Chief Executive Officer - French
25, avenue Matignon Insurance companies
75008 PARIS
Francois Pierson Executive Officer of AXA Conseil Vie and AXA
AXA Conseil Conseil I.A.R.D.
21, rue de Chateaudun
75009 PARIS
*Henri de Castries Chairman of the Management Board of AXA
AXA
25, avenue Matignon
75008 PARIS
*Jean-Rene Fourtou Vice Chairman of the Management Board of Aventis
Aventis (manufacturer of chemicals and agricultural
67000 Strasbourg products)
*Patrice Garnier Retired
</TABLE>
Page 46 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Francois Cordier Retired
*Francis Vaudour Retired
*Henri de Clermont-Tonnerre Chairman of the Supervisory Board of Qualis SCA
ERSA (transportation)
90 rue de Miromesnil
75008 PARIS
*Jean de Ribes Manager
Fortuny Fortune
Conseil
5 avenue Percier
75008 PARIS
*Octave Manset Communication Manager BMW, France (auto
BMW France manufacturer)
78886 St. Quentin en Yuelynes
*Pierre de Waziero Companies Manager (services)
Societe Gramont
25 rue Sainte Lucie
75018 Paris, FRANCE
</TABLE>
--------------------
* Member, Conseil d'Administration
Page 47 of 109
<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.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Claude Bebear (1) Chairman of the Supervisory Board, AXA
AXA
25, 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) Member of the AXA Management Board and Group
AXA Executive President, AXA
23, avenue Matignon
75008 Paris, France
*Henri de Castries (1) Chairman of the Board; Chairman of the Management
AXA Board, AXA
23, avenue Matignon
75008 Paris, France
Claus-Michael Dill Chairman of the Management Board
Gereonsdriesch 9-11 AXA Colonia Konzern AG
Postfach 10-07-26
50447 Cologne, Germany
*Joseph L. Dionne Retired Chairman of the Board and Chief Executive
The McGraw-Hill Companies Officer, The McGraw Hill Companies (publishing)
1221 Avenue of the Americas
New York, NY 10020
*Jean-Rene Fourtou (1) Vice Chairman of the Management Board, Aventis
Rhone-Poulenc S.A.
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France
</TABLE>
Page 48 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
Robert E. Garber Executive Vice President and General Counsel;
Executive Vice President and Chief Legal Officer
of The Equitable Life Assurance Society of the
United States
*Donald J. Greene, Esq. Of Counsel, LeBoeuf, Lamb, Greene & MacRae (law
LeBoeuf, Lamb, Greene & MacRae firm)
125 West 55th Street
New York, NY 10019
*Anthony J. Hamilton (2) Group Chairman and Chief Executive of Fox-Pitt,
Fox-Pitt, Kelton Group Limited Kelton Group Limited (investment banking firm)
35 Wilson Street
London, England EC2M 2SJ
*John T. Hartley Director and retired Chairman and Chief Executive
Harris Corporation Officer of Harris Corporation
1025 NASA Boulevard (manufacturer of electronic, telephone and copying
Melbourne, FL 32919 systems)
*John H. F. Haskell, Jr. Senior Advisor of Warburg Dillon Read LLC
Warburg Dillon Read LLC (investment banking)
299 Park Avenue
New York, NY 10171
*Michael Hegarty Senior Vice Chairman and Chief Operating Officer;
President and Chief Operating Officer of The
Equitable Life Assurance Society of the United
States
*Nina Henderson Corporate Vice President of Bestfoods
Bestfoods Grocery (food 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
*Edward D. Miller President and Chief Executive Officer; Chairman
and Chief Executive Officer of The Equitable Life
Assurance Society of the United States
</TABLE>
Page 49 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
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 Boston
64, rue de Miromesnil (investment banking); Honorary Chairman, Schneider
75008 Paris, France and Square D
*George J. Sella, Jr. Retired Chairman and Chief Executive Officer,
American Cyanamid Company American Cyanamid Company (manufacturer of
P.O. Box 397 pharmaceutical products and agricultural
Newton, NJ 07860 herbicides and pesticides)
Jose Suquet Senior 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, Peter J. Tobin 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 & Chief Financial Officer; Vice
Chairman of the Board and Chief Financial Officer
of The Equitable Life Assurance Society of the
United States
Gregory G. Wilcox Executive Vice President; Executive Vice
President, Equitable Life
*Dave H. Williams Chairman of Alliance Capital Management Corporation
Alliance Capital Management 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
</TABLE>
Page 50 of 109
<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.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
Leon B. Billis Executive Vice President and Chief Information
Officer
Derry E. Bishop Executive Vice President and Chief of Retail
Distribution
Robert T. Brockbank Executive Vice President and AXA Group Deputy
Chief Information Officer
John A. Caroselli Executive Vice President
*Francoise Colloc'h (1) Member of the AXA Management Board and Group
AXA Executive President, AXA
25, avenue Matignon
75008 Paris, France
*Henri de Castries (1) Chairman of the Board, AXA Financial, Inc.;
AXA Chairman of the Management Board, AXA
25, avenue Matignon
75008 Paris, France
Claus-Michael Dill Chairman of the Management Board, AXA Colonia
Gereonsdriesch 9-11 Konzern AG
Postfach 10-07-26
50447 Cologne, Germany
*Joseph L. Dionne Retired Chairman of the Board and Chief Executive
The McGraw-Hill Companies Officer of The McGraw Hill Companies (publishing)
1221 Avenue of the Americas
New York, NY 10020
</TABLE>
Page 51 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Denis Duverne (1) Executive Vice President, AXA
AXA
25, avenue Matignon
75008 Paris, France
*Jean-Rene Fourtou (1) Vice Chairman of the Management Board, Aventis
Rhone-Poulenc S.A. (manufacturer of chemicals and agricultural
25 Quai Paul Doumer 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 Chief Legal Officer;
Executive Vice President and
General Counsel of AXA Financial, Inc.
*Donald J. Greene, Esq. Of Counsel, 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 Executive
Harris Corporation Officer of Harris Corporation (manufacturer of
1025 NASA Boulevard electronic, telephone and copying systems)
Melbourne, FL 32919
*John H. F. Haskell, Jr. Senior Advisor, Warburg Dillon Read LLC
Warburg Dillon Read LLC (investment banking firm)
299 Park Avenue
New York, NY 10171
</TABLE>
Page 52 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*Michael Hegarty President and Chief Operating
Officer; Senior Vice Chairman and Chief Operating
Officer of AXA Financial, Inc.
*Nina Henderson Corporate Vice President of Bestfoods
Bestfoods Grocery (food manufacturer)
700 Sylvan Avenue
Englewood Cliffs, NJ 07632
*W. Edwin Jarmain (2) 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 Partner, Cravath, Swaine & Moore (law firm)
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
Michael S. Martin Executive Vice President, Client Relationship
Development
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); Honorary Chairman, Schneider
75008 Paris, France and Square D
</TABLE>
Page 53 of 109
<PAGE>
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*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; Senior Executive Vice
President of AXA Financial, Inc.
*Peter J. Tobin Dean of the Peter J. Tobin 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 of the Board and Chief Financial
Officer; Vice Chairman and Chief Financial Officer
of AXA Financial, Inc.
Gregory G. Wilcox Executive Vice President
*Dave H. Williams Chairman of the Board of Alliance Capital
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, NY 10105
R. Lee Wilson Executive Vice President
--------------------
* Director
(1) Citizen of the Republic of France
(2) Citizen of Canada
</TABLE>
Page 54 of 109
<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.
<TABLE>
<CAPTION>
Name, Business Address Present Principal Occupation
---------------------- ----------------------------
<S> <C>
*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; Senior 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; Vice Chairman and Chief Financial Officer
of AXA Financial, Inc.
-----------------
* Director
</TABLE>
Page 55 of 109
<PAGE>
EXHIBIT 20
FINANCING AGREEMENT
dated as of
June 20, 2000
between
AXA FINANCIAL, INC. and
ALLIANCE CAPITAL MANAGEMENT L.P.
relating to the purchase and sale
of
LIMITED PARTNERSHIP INTERESTS
of
ALLIANCE CAPITAL MANAGEMENT L.P.
Page 56 of 109
<PAGE>
TABLE OF CONTENTS
-----------------
Page
----
ARTICLE 1
ISSUE AND PURCHASE
SECTION 1.01. Issue and Purchase.............................................1
SECTION 1.02. Rights and Preferences of Buyer Units..........................2
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF BUYER
SECTION 2.01. Partnership Existence and Power................................2
SECTION 2.02. Partnership Authorization......................................2
SECTION 2.03. Governmental Authorization.....................................3
SECTION 2.04. Noncontravention...............................................3
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF AXA FINANCIAL
SECTION 3.01. Corporate Existence and Power..................................3
SECTION 3.02. Corporate Authorization........................................3
SECTION 3.03. Governmental Authorization.....................................3
SECTION 3.04. Noncontravention...............................................3
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. Notices........................................................4
SECTION 4.02. Amendments and Waivers.........................................4
SECTION 4.03. Expenses.......................................................4
SECTION 4.04. Successors and Assigns.........................................5
SECTION 4.05. Governing Law..................................................5
SECTION 4.06. Jurisdiction...................................................5
SECTION 4.07. WAIVER OF JURY TRIAL...........................................5
SECTION 4.08. Entire Agreement...............................................5
Page 57 of 109
<PAGE>
FINANCING AGREEMENT
AGREEMENT dated as of June 20, 2000, (the "AGREEMENT") between AXA
Financial, Inc., a Delaware corporation ("AXA FINANCIAL"), and Alliance Capital
Management L.P., a Delaware limited partnership ("BUYER").
W I T N E S S E T H :
WHEREAS, Buyer desires to issue to AXA Financial, and AXA Financial
desires to purchase from Buyer, limited partnership interests of Buyer, each
limited partnership interest representing one unit interest in Buyer
(collectively, the "BUYER UNITS"), upon the terms hereinafter set forth below;
WHEREAS, concurrently with the execution and delivery of this
Agreement, Alliance Capital Management Holding L.P., a Delaware limited
partnership ("ALLIANCE HOLDING"), Buyer, Sanford C. Bernstein Inc, a Delaware
corporation (the "SELLER") and Bernstein Technologies Inc., a California
corporation ("BTI"), are entering into an Acquisition Agreement, dated the date
hereof (the "Acquisition Agreement"), pursuant to which the parties thereto
desire to effect the transactions described therein (the "ACQUISITION");
WHEREAS, Buyer desires to use the proceeds received from the sale of
Buyer Units hereunder, among other things, to finance the cash portion of the
Acquisition;
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
ARTICLE 1
ISSUE AND PURCHASE
SECTION 1.01. Issue and Purchase. Pursuant to the terms of this Agreement, Buyer
shall issue to AXA Financial, and AXA Financial shall purchase from Buyer,
subject to the receipt by Buyer of the Assignment Determination required by
Buyer's constituent documents (the "ASSIGNMENT DETERMINATION"), that number
(rounded down
Page 58 of 109
<PAGE>
to the nearest whole number) of Buyer Units (the "PURCHASED UNITS") equal to
$1.6 billion (the "PURCHASE PRICE") divided by the Per Unit Purchase Price. The
purchase price per Buyer Unit (the "PER UNIT PURCHASE PRICE") shall be
determined in accordance with Section 4.02(e) of Buyer's Amended and Restated
Agreement of Limited Partnership dated October 29, 1999. The Purchase Price for
the Purchased Units hereunder shall be paid on June 21, 2000 (the "TRANSFER
DATE"). On the Transfer Date:
(a) AXA Financial shall deliver to Buyer (or as Buyer may
direct) the Purchase Price in immediately available funds by wire
transfer to an account of Buyer (or such other person as Buyer may
direct) with a bank in New York City designated by Buyer, by notice to
AXA Financial.
(b) Buyer shall deliver to AXA Financial certificates for the
Purchased Units registered in AXA Financial's name.
SECTION 1.02. Rights and Preferences of Buyer Units. The Purchased
Units issued by Buyer and purchased by AXA Financial hereunder shall have the
same designation, preferences and relative participating, optional or other
special rights, powers and duties as do existing limited partnership interests
of Buyer. AXA Financial acknowledges that any distributions on the Purchased
Units with respect to the quarter ending on June 30, 2000 will be pro rata based
on the portion of such quarter that the Purchased Units are outstanding.
ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to AXA Financial as of the date hereof
and as of the Transfer Date that:
SECTION 2.01. Partnership Existence and Power. Buyer is a limited
partnership duly organized, validly existing and in good standing under the laws
of the State of Delaware.
SECTION 2.02. Partnership Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions
contemplated hereby are within Buyer's partnership powers and have been duly
authorized by all necessary action on the part of Buyer. Buyer has received all
legal opinions, other than the Assignment Determination, required by its
constituent documents in respect of the transactions contemplated hereby. This
Agreement constitutes a valid and binding agreement of Buyer.
2
Page 59 of 109
<PAGE>
SECTION 2.03. Governmental Authorization. The execution, delivery and
performance by Buyer of this Agreement and the consummation of the transactions
contemplated hereby require no action by or in respect of, or filing with, any
governmental body, agency or official other than as have been obtained or made
or as will be timely made.
SECTION 2.04. Noncontravention. The execution, delivery and performance
by Buyer of this Agreement and the consummation of the transactions contemplated
hereby do not and will not, upon receipt of the Assignment Determination, (i)
violate the constituent documents of Buyer, (ii) violate any applicable law,
rule, regulation, judgment, injunction, order or decree, or (iii) require any
consent or other action by any person under, constitute a default under, or give
rise to any right of termination, cancellation or acceleration of any right or
obligation of Buyer or to a loss of any benefit to which Buyer is entitled
under, any provision of any agreement or other instrument binding upon Buyer.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF AXA FINANCIAL
AXA Financial represents and warrants to Buyer as of the date hereof
and as of the Transfer Date that:
SECTION 3.01. Corporate Existence and Power. AXA Financial is a
Delaware corporation duly organized, validly existing and in good standing under
the laws of the State of Delaware.
SECTION 3.02. Corporate Authorization. The execution, delivery and
performance by AXA Financial of this Agreement and the consummation of the
transactions contemplated hereby are within the corporate powers of AXA
Financial and have been duly authorized by all necessary corporate action on the
part of AXA Financial. This Agreement constitutes a valid and binding agreement
of AXA Financial.
SECTION 3.03. Governmental Authorization. The execution, delivery and
performance by AXA Financial of this Agreement and the consummation of the
transactions contemplated hereby require no material action by or in respect of,
or material filing with, any governmental body, agency or official other than as
have been obtained or made or as will be timely made.
SECTION 3.04. Noncontravention. The execution, delivery and performance
by AXA Financial of this Agreement and the consummation of the transactions
contemplated hereby do not and will not (i) violate the constituent documents of
AXA Financial or any of its subsidiaries, (ii) violate any applicable law, rule,
regulation,
3
Page 60 of 109
<PAGE>
judgment, injunction, order or decree, or (iii) require any consent or other
action by any person under, constitute a default under, or give rise to any
right of termination, cancellation or acceleration of any right or obligation of
AXA Financial or any of its subsidiaries or to a loss of any benefit to which
AXA Financial or any of its subsidiaries is entitled under, any provision of any
agreement or other instrument binding upon AXA Financial or any of its
subsidiaries.
ARTICLE 4
MISCELLANEOUS
SECTION 4.01. Notices. All notices, requests and other communications
to any party hereunder shall be in writing (including facsimile transmission)
and shall be given: (a) if to AXA Financial, to AXA Financial, Inc., 1290 Avenue
of the Americas, New York, New York 10104, Attention: General Counsel, Fax:
(212) 707-1935, with a copy to Debevoise & Plimpton, New York, New York 10022,
Attention: Michael W. Blair, Fax: 212-909-6836; and (b) if to Buyer, to Alliance
Capital Management L.P., 1345 Avenue of the Americas, New York, New York 10105,
Attention: General Counsel, Fax: (212) 969-1334, with a copy to Davis Polk &
Wardwell, 450 Lexington Avenue, New York, New York, 10017, Attention: Phillip R.
Mills, Fax: (212) 450-4800. All such notices, requests and other communications
shall be deemed received on the date of receipt by the recipient thereof if
received prior to 5 p.m. in the place of receipt and such day is a business day
in the place of receipt. Otherwise, any such notice, request or communication
shall be deemed not to have been received until the next succeeding business day
in the place of receipt.
SECTION 4.02. Amendments and Waivers. Any provision of this Agreement
may be amended or waived if, but only if, such amendment or waiver is in writing
and is signed, in the case of an amendment, by each party to this Agreement, or
in the case of a waiver, by the party against whom the waiver is to be
effective. No failure or delay by any party in exercising any right, power or
privilege hereunder shall operate as a waiver thereof nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies herein
provided shall be cumulative and not exclusive of any rights or remedies
provided by law.
SECTION 4.03. Expenses. Except as provided in the following sentence,
all costs and expenses incurred in connection with this Agreement shall be paid
by the party incurring such cost or expense. If Buyer receives any payment from
Seller pursuant to Section 13.03 of the Acquisition Agreement or any other
payment, reimbursement or settlement in connection with the termination of the
Acquisition, Buyer shall reimburse AXA Financial on demand (by wire transfer of
immediately available funds) for all
4
Page 61 of 109
<PAGE>
reasonable out-of-pocket fees and expenses (including investment banking and
legal fees and expenses) incurred in connection with this Agreement, the
Acquisition Agreement and the transactions contemplated hereby and thereby;
provided, however, that the aggregate amount payable by Buyer pursuant to this
Section 4.03 shall not exceed $2.0 million.
SECTION 4.04. Successors and Assigns. The provisions of this Agreement
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
SECTION 4.05. Governing Law. This Agreement shall be governed by and
construed in accordance with the law of the State of New York, without regard to
the conflicts of law rules of such state.
SECTION 4.06. Jurisdiction. Except as otherwise expressly provided in
this Agreement, the parties hereto agree that any suit, action or proceeding
seeking to enforce any provision of, or based on any matter arising out of or in
connection with, this Agreement or the transactions contemplated hereby may be
brought in the United States District Court for the Southern District of New
York or any New York State court sitting in New York City, so long as one of
such courts shall have subject matter jurisdiction over such suit, action or
proceeding, and that any cause of action arising out of this Agreement shall be
deemed to have arisen from a transaction of business in the State of New York,
and each of the parties hereby consents to the jurisdiction of such courts (and
of the appropriate appellate courts therefrom) in any such suit, action or
proceeding and irrevocably waives, to the fullest extent permitted by law, any
objection that it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum. Process in any such suit, action or proceeding may be served
on any party anywhere in the world, whether within or without the jurisdiction
of any such court. Without limiting the foregoing, each party agrees that
service of process on such party as provided in Section 4.01 shall be deemed
effective service of process on such party.
SECTION 4.07. WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
SECTION 4.08. Entire Agreement. This Agreement supersedes all prior
agreements and understandings, both oral and written, between the parties with
respect to the subject matter of this Agreement.
5
Page 62 of 109
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective authorized officers as of the day and year
first above written.
AXA FINANCIAL, INC.
By: /s/ Stanley B. Tulin
--------------------------------------------
Name: Stanley B. Tulin
Title: Vice Chairman and CFO
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
its General Partner
By: /s/ John D. Carifa
--------------------------------------------
Name: John D. Carifa
Title: President and COO
Page 63 of 109
<PAGE>
EXHIBIT 21
PROMISSORY NOTE
$1,450,000,000 June 21, 2000
On the Maturity Date, the undersigned, AXA FINANCIAL, INC., a Delaware
corporation (the "Borrower"), for value received, promises to pay to the order
of BANK OF AMERICA, N.A. (the "Bank") the principal sum of ONE BILLION FOUR
HUNDRED FIFTY MILLION DOLLARS ($1,450,000,000).
The Borrower further promises to pay to the order of the Bank interest
on the aggregate outstanding principal amount hereof at the applicable rate and
in the manner described below:
(a) any portion of the principal amount hereof which is being
maintained as a Base Rate Advance (defined as an advance which bears
interest determined with reference to the Base Rate) shall bear
interest prior to maturity at a rate per annum equal to the Base Rate
in effect from time to time;
(b) any portion of the principal amount hereof which is being
maintained as a Eurodollar Advance (defined as an advance which bears
interest determined with reference to the Interbank Rate (Reserve
Adjusted) shall bear interest prior to maturity at a rate per annum
equal to the Interbank Rate (Reserve Adjusted) as in effect with
respect to the Interest Period applicable thereto, plus 0.30%; and
(c) any portion of the principal amount hereof which is being
maintained as a Federal Funds Advance (defined as an advance which
bears interest determined with reference to the Federal Funds Rate)
shall bear interest prior to maturity at a rate per annum equal to the
Federal Funds Rate as in effect from time to time plus 0.50%;
provided, however, that after maturity until paid, the unpaid principal amount
hereof shall bear interest at a rate per annum equal to the sum of 2% plus the
Base Rate in effect from time to time. Interest on each Base Rate Advance and
Federal Funds Advance shall be payable on maturity. Prior to maturity, interest
on each Eurodollar Advance shall be payable on the last day of each Interest
Period with respect thereto and at maturity. After maturity, accrued interest
shall be payable on demand. Other than calculations in respect of interest at
the "prime rate" (which shall be made on the basis of actual number of days
elapsed in a 365/366 day year), interest shall be computed on the basis of a
year consisting of 360 days and paid for actual days elapsed, calculated as to
each Interest Period from and including the first day thereof to but excluding
the last day thereof.
The Borrower shall have the option of designating any portion (in a
multiple of $500,000,000) of the principal amount hereof as a Base Rate Advance,
Federal Funds Advance or a Eurodollar Advance (it being understood that if the
Borrower selects a Eurodollar Advance, the Borrower must concurrently select the
length of the Interest Period applicable thereto); provided that (i) the
Borrower must give written notice of the designation of a Eurodollar Advance not
later than 11:00 A.M., Charlotte time, at least three Banking Days prior to the
first day of the Interest Period applicable thereto and (ii) there may not be
more than three Interest
Page 64 of 109
<PAGE>
Periods in effect at any time for Eurodollar Advances. If prior to 11:00 a.m.
Charlotte time three Banking Days before the end of any Interest Period for a
Eurodollar Advance, the Borrower shall not have notified the Bank that all (or
the relevant portion) of such Eurodollar Advance is to continue to be maintained
as a Eurodollar Advance (along with a notification of the length of the next
Interest Period applicable thereto) or converted into a Federal Funds Advance,
the principal amount of such Eurodollar Advance (or the relevant portion
thereof) hereof shall, at the end of such Interest Period, convert into a Base
Rate Advance.
For purposes of this Note, the following terms shall have the meanings
indicated:
(A) "Banking Day" means any day on which the Bank is open for
commercial banking business in Charlotte, North Carolina and, with
respect to Eurodollar Advances, on which dealings may be carried on by
the Bank in the interbank eurodollar market.
(B) "Eurocurrency Reserve Percentage" means, with respect to
each Interest Period, a percentage equal to the daily average during
such Interest Period of the percentages in effect on each day of such
Interest Period, as prescribed by the Board of Governors of the Federal
Reserve System (or any successor), for determining reserve requirements
applicable to "Eurocurrency Liabilities" pursuant to Regulation D or
any other then applicable regulation of the Board of Governors which
prescribes reserve requirements applicable to "Eurocurrency
Liabilities" as presently defined in Regulation D. For purposes of this
Note, any Eurodollar Advance shall be deemed to be a "Eurocurrency
Liability."
(C) "Interbank Rate" means, for such Interest Period:
(i) the rate per annum (carried out to the fifth decimal
place) equal to the rate determined by the Bank to be the offered rate
that appears on the page of the Telerate Screen that displays an
average British Bankers Association Interest Settlement Rate for
deposits in U.S. Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Banking
Days prior to the first day of such Interest Period, or
(ii) in the event the rate referenced in the preceding
subsection (a) does not appear on such page or service or such page or
service shall cease to be available, the rate per annum (carried out to
the fifth decimal place) equal to the rate determined by the Bank to be
the offered rate on such other page or other service that displays an
average British Bankers Association Interest Settlement Rate for
deposits in U.S. Dollars (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period,
determined as of approximately 11:00 a.m. (London time) two Banking
Days prior to the first day of such Interest Period, or
(iii) in the event the rates referenced in the preceding
subsections (i) and (ii) are not available, the rate per annum
determined by the Bank as the rate of interest at
2
Page 65 of 109
<PAGE>
which U.S. Dollar deposits (for delivery on the first day of such
Interest Period) in same day funds in the approximate amount of the
applicable Eurodollar Loan and with a term equivalent to such Interest
Period would be offered by its London Branch to major banks in the
offshore U.S. Dollar market at their request at approximately 11:00
a.m. (London time) two Banking Days prior to the first day of such
Interest Period.
(D) "Interbank Rate (Reserve Adjusted)" means, with respect to
any Eurodollar Advance for any Interest Period, a rate per annum
(rounded upwards, if necessary, to the nearest 1/100 of 1%) determined
pursuant to the following formula:
Interbank Rate = Interbank Rate
----------------------
(Reserve Adjusted) 1-Eurocurrency Reserve
Percentage
(E) "Interest Period" means, with respect to any Eurodollar
Advance, the period commencing on the date such Eurodollar Advance is
borrowed or converted from a Base Rate Advance or Federal Funds Advance
(or on the date of expiration of the immediately preceding Interest
Period for such Eurodollar Advance) and ending one, two or three months
thereafter, as selected by the Borrower in accordance with the terms
hereof. Each Interest Period which would otherwise end on a day which
is not a Banking Day shall end on the next succeeding Banking Day
unless such next succeeding Banking Day is the first Banking Day of a
calendar month, in which case it shall end on the next preceding
Banking Day.
(F) "Base Rate" means a fluctuating rate per annum equal to
the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the
rate of interest in effect for such day as publicly announced from time
to time by the Bank as its "prime rate." Such rate is a rate set by the
Bank based upon various factors including Bank's costs and desired
return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above,
or below such announced rate. Any change in such rate announced by the
Bank shall take effect at the opening of business on the day specified
in the public announcement of such change.
(G) "Federal Funds Rate" means, for any day, the rate per
annum (rounded upwards to the nearest 1/100 of 1%) equal to the
weighted average of the rates on overnight Federal funds transactions
with members of the Federal Reserve System arranged by Federal funds
brokers on such day, as published by the Federal Reserve Bank on the
Banking Day next succeeding such day; provided that (a) if such day is
not a Banking Day, the Federal Funds Rate for such day shall be such
rate on such transactions on the next preceding Banking Day as so
published on the next succeeding Banking Day, and (b) if no such rate
is so published on such next succeeding Banking Day, the Federal Funds
Rate for such day shall be the average rate charged to the Bank on such
day on such transactions as determined by the Bank.
3
Page 66 of 109
<PAGE>
(H) "Maturity Date" means September 22, 2000.
(I) "Subsidiary" means a corporation, partnership, joint
venture, limited liability company or other business entity of which a
majority of the shares of securities or other interest having ordinary
voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of
the happening of a contingency) are at the time beneficially owned, or
the management of which is otherwise controlled, directly, or
indirectly through one or more intermediaries, or both, by Borrower.
(J) "Material Subsidiary" means The Equitable Life Assurance
Society of the United States or Alliance Capital Management, L.P.
All payments of principal of, or interest on, this Note shall be made
in immediately available funds in lawful money of the United States of America
at the Bank's principal office in Charlotte, North Carolina, prior to 12:30
p.m., Charlotte time, on the date due; and funds received after that time shall
be deemed to have been received by the Bank on the next following Banking Day.
Whenever any payment of interest or principal hereunder falls due on any day
which is not a Banking Day, then such due date shall be extended to the next
following Banking Day and, in the case of principal, additional interest shall
accrue and be payable for the period of any such extension.
The principal amount hereof may at the election of the Borrower be
repaid, in whole or in part, at any time and from time to time prior to
maturity; provided that Eurodollar Advances may not be prepaid prior to the end
of any Interest Period applicable thereto unless the Borrower reimburses the
Bank for its losses, costs and expenses incurred in connection therewith as set
forth in the immediately succeeding paragraph.
The Borrower agrees (i) to reimburse the Bank upon demand in the event
any applicable law, rule or regulation shall impose, modify or deem applicable
any tax, duty, reserve (including, without limitation, any imposed by the Board
of Governors of the Federal Reserve System) or similar requirement against the
Bank, its assets or any deposits or credit extended by the Bank or on the
interbank eurodollar market and (ii) to indemnify the Bank against any loss,
cost or expense which the Bank may sustain (a) as a consequence of any failure
by the Borrower to make any payment when due of any amount due hereunder in
connection with any Eurodollar Advance, (b) due to any failure of the Borrower
to borrow, continue or convert an advance on a date specified therefor in a
notice thereof given by the Borrower or (c) due to any payment or conversion of
any Eurodollar Advance on a date other than the last day of the Interest Period
for such Eurodollar Advance.
The Advances shall be governed by and construed in accordance with the
internal laws of the State of New York. Whenever possible, each provision of
this Note shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Note shall be prohibited by or
invalid under applicable law, such provision shall be ineffective to the
4
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<PAGE>
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Note.
The Borrower warrants and represents to the Bank that (a) the execution
and delivery of this Note is within the powers of the Borrower and has been
authorized by all necessary action on the part of the Borrower; (b) this Note
has been duly executed and delivered on behalf of the Borrower and is the
Borrower's legal, valid and binding obligation, enforceable in accordance with
its terms, except as such enforceability may be limited by (i) bankruptcy,
insolvency, reorganization, moratorium or similar laws of general applicability
affecting the enforcement of creditors' rights and (ii) the application of
general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or in law); and (c) the making and
performance of this Note do not and will not violate or constitute a default
under the articles of incorporation, bylaws or any other organizational document
of the Borrower, any presently existing law, any presently existing requirement
or restriction imposed by any judicial, arbitral or other governmental
instrumentality or any agreement, instrument or indenture by which the Borrower
or its property is bound. The Borrower warrants and represents that no
governmental approval or filing with any governmental authority is required for
the execution, delivery and performance of this Note by the Borrower that has
not heretofore been obtained.
The Borrower represents and warrants that the proceeds of the Advances
will be invested in newly issued convertible preferred private units of Alliance
Capital Management, L.P. Alliance Capital Management, L.P. will invest such
proceeds in short term commercial paper with a remaining tenor of less than 100
days rated at least A-2 by Standard & Poor's Ratings Service ("S&P") or P-2 by
Moody's Investors Service ("Moody's) and not used for any other purpose.
Each of the following shall constitute an Event of Default hereunder:
(a) Nonpayment when due of any principal amount payable
hereunder, or nonpayment when due of any interest payable hereunder,
which nonpayment shall continue unremedied for five Banking Days;
(b) Breach of any covenant by the Borrower hereunder, which
breach shall continue unremedied for 30 days;
(c) Any representation or warranty made by the Borrower
hereunder shall be untrue or misleading in any material respect;
(d) The Borrower or any Material Subsidiary shall fail (i) to
pay any principal or interest payment with respect to any indebtedness
or any contingent obligation in an aggregate amount in excess of
$25,000,000 of the Borrower or such Material Subsidiary when the same
shall become due (whether by scheduled maturity, required repayment,
acceleration, demand or otherwise), and such failure shall continue
after any applicable grace period or (ii) to perform or observe any
other condition or covenant, or any other event shall occur or
condition exist, under any agreement or instrument relating to any
5
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<PAGE>
such indebtedness or contingent obligation if the effect of such
failure, event or condition is to cause, or to permit the holder or
holders of such indebtedness or contingent obligations or beneficiary
or beneficiaries of such indebtedness or contingent obligations (or a
trustee or agent on behalf of such holder or holders or beneficiary or
beneficiaries) to cause such indebtedness to be declared to be due and
payable prior to its stated maturity, or such contingent obligation to
become payable or cash collateral in respect thereof to be demanded;
(e) One or more judgments, orders, decrees or arbitration
awards is entered against the Borrower or any Subsidiary which does or
would reasonably be expected to have a material adverse effect on the
condition (financial or otherwise), business, assets, operations or
prospects of the Borrower and its Subsidiaries taken as a whole, and
there shall be any period of 10 consecutive days during which a stay of
enforcement of such judgment or order, by reason of a pending appeal or
otherwise, shall not be in effect;
(f) The Borrower or any Material Subsidiary shall
(i) become insolvent or generally fail to pay, or admit in
writing its inability or unwillingness to pay, debts as they become
due;
(ii) permit or suffer to exist the commencement of any
bankruptcy, reorganization, debt arrangement or other case or
proceeding under any bankruptcy or insolvency law in respect of such
Borrower or Material Subsidiary; or
(iii) take any action authorizing, or in furtherance of,
any of the foregoing; or
(g) S&P or Moody's shall downgrade the senior, unsecured debt
of the Borrower below A- or A3.
Upon the occurrence and during the continuation of any Event of Default
hereunder, the Bank may declare this Note to be due and payable and this Note
shall become immediately due and payable without notice of any kind.
The Borrower represents and warrants that not more than 25% of the
assets of the Borrower constitutes (or at any time prior to the maturity hereof
will constitute) "margin stock" as defined in Regulation U of the Board of
Governors of the Federal Reserve System.
No failure on the part of the Bank to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right.
The Borrower agrees to pay on demand all costs and expenses of the
Bank, including without limitation reasonable legal fees and expenses, in
connection with the preparation and
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enforcement of this Note and any other documents delivered hereunder.
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION
WITH, THIS NOTE OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER
ORAL OR WRITTEN) OR ACTIONS OF THE BANK OR THE BORROWER SHALL BE BROUGHT AND
MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR IN THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK; PROVIDED, HOWEVER,
THAT ANY SUIT SEEKING ENFORCEMENT AGAINST ANY PROPERTY MAY BE BROUGHT, AT THE
BANK'S OPTION, IN THE COURTS OF ANY JURISDICTION WHERE SUCH PROPERTY MAY BE
FOUND. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION
OF THE COURTS OF THE STATE OF NEW YORK AND OF THE UNITED STATES DISTRICT COURT
FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY SUCH LITIGATION AS
SET FORTH ABOVE AND IRREVOCABLY CONSENTS TO PERSONAL SERVICE WITHIN OR WITHOUT
THE STATE OF NEW YORK. THE BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO
THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY HAVE OR
HEREAFTER MAY HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY
SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. TO THE EXTENT THAT THE BORROWER HAS OR
HEREAFTER MAY ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY
LEGAL PROCESS (WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT,
ATTACHMENT IN AID OF EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY IRREVOCABLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS NOTE.
THE BORROWER AND THE BANK WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY
ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS UNDER THIS NOTE, AND THE
BORROWER AND THE BANK AGREE THAT ANY SUCH ACTION OR PROCEEDING SHALL BE TRIED
BEFORE A COURT AND NOT A JURY.
AXA FINANCIAL, INC.
Address:
1290 Avenue of the Americas
New York, New York 10104 By: /s/ Stanley B. Tulin
Title: Vice Chairman and CFO
7
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Schedule attached to Promissory Note dated June 21, 2000 of AXA FINANCIAL, INC.
payable to the order of BANK OF AMERICA, N.A.
LOANS AND PRINCIPAL PAYMENTS
Amount of Unpaid
Amount of Interest Principal Principal Notation
Date Loan Made Period* Repaid Balance Made by
---- --------- --------- --------- --------- --------
The aggregate unpaid principal amount shown on this schedule shall be rebuttable
presumptive evidence of the principal amount owing and unpaid on this Note. The
failure to record the date and amount of any advance on this schedule shall not,
however, limit or otherwise affect the obligations of the Borrower under this
Note to repay the principal amount of the advances together with all interest
accruing thereon.
* Applies only to Eurodollar Advances.
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<PAGE>
EXHIBIT 22
PURCHASE AGREEMENT
dated as of
June 20, 2000
by and among
ALLIANCE CAPITAL MANAGEMENT L. P.
AXA FINANCIAL, INC.
and
SANFORD C. BERNSTEIN INC.
relating to the purchase and sale
of
Limited Partnership Interests
of
ALLIANCE CAPITAL MANAGEMENT L. P.
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PURCHASE AGREEMENT
------------------
PURCHASE AGREEMENT, dated as of June 20, 2000 (the "Agreement"), by and
among Alliance Capital Management L. P., a Delaware limited partnership
("Buyer"), AXA Financial, Inc., a Delaware corporation ("AXA Financial"), and
Sanford C. Bernstein Inc., a Delaware corporation ("Sanford Bernstein", together
with each member of the Seller Group and any transferees in a Permitted Transfer
(in each case as defined below), "Seller").
W I T N E S S E T H:
WHEREAS, concurrently with the execution and delivery of this
Agreement, Alliance Capital Management Holding L. P., a Delaware limited
partnership ("Alliance Holding"), Buyer, Sanford Bernstein and Bernstein
Technologies Inc., a California corporation ("BTI") are entering into an
Acquisition Agreement, dated the date hereof (the "Acquisition Agreement"),
pursuant to which the parties thereto desire to effect the transactions
described therein (the "Acquisition");
WHEREAS, as consideration for the Acquisition, Seller will receive (A)
$1.4754 billion in cash, (B) 2.8 million units of limited partnership interests
of Buyer, and (C) 38.0 million units of limited partnership interests of Buyer
subject to certain transfer restrictions specified in this Agreement and the
Acquisition Agreement; the aggregate number of units of limited partnership
interests of Buyer received by Seller as part of the consideration for the
Acquisition are referred to herein as the "Equity Consideration";
WHEREAS, pursuant to the terms and conditions set forth in this
Agreement and in the Acquisition Agreement, Buyer, AXA Financial and Seller
intend that Seller shall have certain rights and be subject to certain
limitations with respect to the transfer of Buyer Units (as defined below);
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NOW, THEREFORE, in consideration of the foregoing and the mutual
promises and covenants contained herein and other valuable consideration the
receipt of which is hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, the following terms shall have the meanings
specified below:
"Acquisition": as defined in the recitals to this Agreement.
"Acquisition Agreement": as defined in the recitals to this Agreement.
"Additional Buyer Documentation": as defined in Section 4.1.1.
"Additional Documentation": as defined in Section 4.2.1.
"Additional Seller Documentation": as defined in Section 4.2.1.
"Affiliate": shall mean, in relation to any Person, any entity
controlled, directly or indirectly, by the Person, any entity that controls,
directly or indirectly, the Person, or any entity directly or indirectly under
common control with the Person.
"Agreement": as defined in the preamble to this Agreement.
"Alliance Entities": Alliance Holding and Buyer, excluding any mutual
fund for which Alliance Holding or Buyer acts as investment advisor.
"Alliance Holding": as defined in the recitals to this Agreement.
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"Anniversary Date": shall mean the date immediately following the last
day of the previous Anniversary Period.
"Anniversary Period": shall mean each successive twelve-month period
beginning on the Closing Date or an annual anniversary thereof.
"Annual Purchase Obligation Limit": shall mean, with respect to each
Anniversary Period beginning on or after the second Anniversary Date, a number
of Buyer Units equal to 20% of the aggregate number of Buyer Units, less any
Restricted Units Transferred since the beginning of such Anniversary Period.
"Applicable Interest Rate": the rate per annum specified as the LIBOR
(London Interbank Offered Rate) for deposits in U.S. Dollars offered for 3-month
deposits as published by The Wall Street Journal (or, if not reported therein,
any other alternative source) in effect on the first day of the applicable
interest period.
"AXA Financial": as defined in the preamble to this Agreement.
"Block Transfer": as defined in the Section 2.4.3.
"BTI": as defined in the recitals to this Agreement.
"Business Day": any day on which banks are generally open for business
in New York City.
"Buyer": as defined in the preamble to this Agreement.
"Buyer Partnership Agreement": as defined in Section 3.2.
"Buyer Units": Unrestricted Units and Restricted Units.
"Change in Law": as defined in Section 3.3.
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"Closing Date": shall mean the date of the closing of the transactions
contemplated under the Acquisition Agreement.
"Code": the United States Internal Revenue Code of 1986, as amended.
"Consent": any permit, authorization, consent or approval of, any
United States court or tribunal or administrative, governmental or regulatory
body, agency, commission, division, department, public body or other authority
of competent jurisdiction.
"Cumulative Transfer Limit": shall mean, with respect to each
Anniversary Period specified below, the aggregate maximum number of Buyer Units
(and Public Units received in exchange for Buyer Units) that can be Transferred,
which number shall be determined by multiplying the total number of Buyer Units
by the corresponding percentage, as follows:
1st Anniversary Period--0%
2nd Anniversary Period--0%
3rd Anniversary Period--20%
4th Anniversary Period--40%
5th Anniversary Period--60%
6th Anniversary Period--80%
7th Anniversary Period and any subsequent
Anniversary Period--100%.
"Deferral Period": as defined in Section 2.5.1.
"Designated Entity": as defined in Section 2.1.
"ELAS": The Equitable Life Assurance Society of the United States.
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"Equity Consideration": as defined in the recitals to this Agreement.
"Exercise Date": as defined in Section 2.4.1.
"Exercise Notice": as defined in Section 2.4.1.
"Expiration Date": as defined in Section 2.3.
"HSR Act": as defined in Section 4.1.3.
"Lock-Up Expiration Date": the second anniversary of the Closing Date.
"NYSE": as defined in Section 2.2.
"Offer": as defined in Section 3.4.1.
"Parent Units": any general or limited partnership interests or units
in Buyer or Alliance Holding held by AXA Financial or any Affiliate.
"Permitted Deferred Buyer Units": shall mean a number of Buyer Units
equal to the number of Buyer Units specified in an Exercise Notice which
complied at the time it was given with the then applicable Annual Purchase
Obligation Limit and was canceled pursuant to Section 2.5.1. or rendered
ineffective pursuant to Section 2.5.2.
"Permitted Transfer": any allocation of Buyer Units to the Seller's
Principals' Profit-Sharing Pool (as defined in the Acquisition Agreement) or
contribution of Buyer Units to any entity controlled by Seller and/or its
shareholder, officers or employees.
"Person": any natural person, firm, partnership, limited liability
company, association, corporation, company, trust, business trust or other
entity.
"Proceedings": as defined in Section 9.11.
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"Public Units": units of limited partnership interests of Alliance
Holding.
"Purchase Obligation": as defined in Section 2.1.
"Purchase Price": as defined in Section 2.4.2.
"Restriction Period": as defined in Section 2.5.2.
"Restricted Unit": each of the 38.0 million units of limited
partnership interests of Buyer, as adjusted pursuant to Section 2.09 of the
Acquisition Agreement, received by Seller as part of the Equity Consideration,
adjusted from time to time as result of Unit Adjustments.
"Sale Date": as defined in Section 3.4.1.
"Sale Price": as defined in Section 2.2.
"Sanford Bernstein": as defined in the preamble to this Agreement.
"Seller": as defined in the preamble to this Agreement.
"Seller Group": SCB LLC, a limited liability company organized pursuant
to the Acquisition Agreement and any other entity formed by Seller to purchase
Buyer Units pursuant to the Acquisition Agreement.
"Settlement Date": as defined in Section 2.4.2.
"Tax": any present or future tax, levy, impost, duty, charge,
assessment or fee of nay nature (including interest, penalties and additions
thereto) that is imposed by any government or other taxing authority in respect
of any payment under this Agreement.
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"Transfer": directly or indirectly, (i) offer, pledge, sell, contract
to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, or otherwise
lend, transfer or dispose of, directly or indirectly, any Buyer Unit or any
securities convertible, exchangeable or exercisable for or repayable with Buyer
Units, or (ii) enter into any swap or any other agreement or any transaction
that transfers, in whole or in part, directly or indirectly, the economic
consequence of ownership of Buyer Units, whether any such swap or transaction is
to be settled by delivery of Buyer Units or other securities, in cash or
otherwise, excluding, in each case, Permitted Transfers; provided, however, that
other than for purposes of Section 3.2, Transfer shall not include (i) the
exchange of Buyer Units for Public Units pursuant to the Acquisition Agreement,
or (ii) except for purposes of calculating the Cumulative Transfer Limit, any
Transfers of Public Units received in exchange for Buyer Units.
"Unit Adjustment": shall mean a pro rata increase, decrease or exchange
of each unit of limited partnership interests of Buyer in the event Buyer (A)
issues or delivers any additional units as a result of the declaration or
payment of a dividend or other distribution to the holders of units, (B)
subdivides its outstanding units into a larger number of units, (C) combines its
outstanding units into a smaller number of units, (D) becomes a party to any
transaction (including without limitation a merger, consolidation,
recapitalization, reclassification, sale of all or substantially all of the
Buyer's assets) in which the previously outstanding units shall be changed into
or exchanged for different interests of Buyer or changed into or exchanged for
common stock or other securities of another corporation or interests in a
noncorporate entity or other property (excluding cash).
"Units": units of general or limited partnership interests of Buyer or
Alliance Holding.
"Unrestricted Exercise Period": as defined in Section 2.5.3.
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"Unrestricted Unit": each of the 2.8 million units of limited
partnership interests of Buyer received by Seller as part of the Equity
Consideration, adjusted from time to time as result of Unit Adjustments.
"Window Restrictions": as defined in Section 2.4.3.
ARTICLE II
PURCHASE OBLIGATION
2.1 Purchase Obligation. Subject to the terms and conditions of this
Agreement, at the election of Seller, AXA Financial shall purchase or shall
cause an entity designated by AXA Financial in writing (a "Designated Entity")
to purchase, Buyer Units in an amount not exceeding the Annual Purchase
Obligation Limit, it being understood and agreed that AXA Financial shall never
be required to purchase Buyer Units to the extent such Transfer to AXA Financial
would exceed the Cumulative Transfer Limit (the "Purchase Obligation"). The
Purchase Obligation shall apply only to Buyer Units which are owned beneficially
by Seller at the time of the sale.
2.2 Sale Price. The sale price (the "Sale Price") under the Purchase
Obligation shall be the average of the closing prices of a Public Unit as quoted
on the New York Stock Exchange (the "NYSE") Composite Transactions Tape (or, if
such quotation is not available, as quoted on the Nasdaq National Market if
Public Units are then listed thereon or on the principal national securities
exchange on which Public Units are then listed or admitted to trading, in each
case as reported in The Wall Street Journal or, if not reported therein, any
other alternative source) for the 10 trading days ending on the fifth trading
day following the Exercise Date (as defined herein).
2.3 Term. Except as set forth in Section 9.3, the Purchase Obligation
and all other rights and obligations of the parties hereunder shall expire at
5:00 p.m. New York City time on the tenth Anniversary Date (the "Expiration
Date").
2.4 Exercise of Purchase Obligation.
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2.4.1 Exercise Notice. During the period beginning on the first
Business Day immediately following the Lock-Up Expiration Date and ending on the
Expiration Date, subject to the restrictions and conditions set forth in this
Agreement, Seller shall have the right to require AXA Financial to purchase
Buyer Units by delivering a written notice (an "Exercise Notice") to AXA
Financial and to Buyer before 5:00 p.m. (New York City time) on any Business Day
(the "Exercise Date"), which notice shall specify the number of such Buyer Units
to be purchased.
2.4.2 Settlement Date, Purchase Price and Interest. AXA Financial shall
specify to Seller in writing the settlement date (the "Settlement Date") for its
purchase of Buyer Units not later than the third Business Day preceding the
Settlement Date. The Settlement Date shall be on or after the sixth Business Day
following the Exercise Date, but no later than the 20th Business Day following
such Exercise Date. Subject to the provisions of Article VI, on the Settlement
Date, Seller shall sell, assign and deliver Buyer Units subject to the Exercise
Notice to AXA Financial or the specified Designated Entity, in the manner
appropriate and necessary to convey all right, title and interest to and in such
Buyer Units to AXA Financial or such Designated Entity, free and clear of any
and all liens, charges, claims or encumbrances, and AXA Financial shall pay or
shall cause the Designated Entity to pay Seller a purchase price equal to the
product of the applicable Sale Price multiplied by the number of the Buyer Units
so purchased (a "Purchase Price") by wire transfer of immediately available
funds to an account or accounts designated in writing by Seller to AXA Financial
not less than three Business Days prior to the Settlement Date. If the
Settlement Date specified by AXA Financial is later than the 10th Business Day
following the Exercise Date, then the Purchase Price shall be increased by the
amount of interest accrued on the Purchase Price at the Applicable Interest Rate
during the period from and including the 11th Business Day following the
Exercise Date to and excluding the Settlement Date.
2.4.3 Limitations on the Purchase Obligation. (A) The aggregate number
of Buyer Units specified to be sold in an Exercise Notice shall not exceed the
Annual Purchase Obligation Limit; (B) except as provided in Section 2.5, only
one Exercise
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Notice may be delivered to AXA Financial in any Anniversary Period (it being
understood that any Exercise Notice canceled under Section 2.5.1 or rendered
ineffective under Section 2.5.2 shall not count for purposes of this clause
(B)); (C) except as provided in Section 2.5, an Exercise Notice (other than the
first Exercise Notice given under this Agreement) may not be delivered to AXA
Financial until at least nine months after the immediately preceding Exercise
Notice was delivered to AXA Financial; (D) the transfer contemplated by an
Exercise Notice must qualify as a private transfer pursuant to United States
Treasury Regulation Section 1.7704-1(e)(vi) (relating to block transfers), or
pursuant to comparable provisions of any amendment to such regulation (a "Block
Transfer"); and (E) Purchase Obligations may be exercised only at times
permitted by, and otherwise in compliance with, the then applicable internal
written policies of the Alliance Entities restricting the sales of Units and
generally applicable to senior officers (the "Window Restrictions") as if Seller
were such a senior officer. Any Exercise Notice that does not comply with any of
the foregoing limitations (which failure to comply, and the reasons therefor
shall be set forth in a letter from AXA Financial to Seller) shall be deemed
void and ineffective at the time it was given.
2.5 Deferral Rights.
2.5.1 Deferral of Purchase Obligation. AXA Financial may, by written
notice to Seller at any time prior to a Settlement Date, cancel the related
Exercise Notice and defer the right of Seller to deliver additional Exercise
Notices for up to 120 days if the Exercise Date occurred or the Settlement Date
would occur at a time when (A) AXA Financial reasonably determines, after
consultation with outside counsel, that it possesses material non-public
information concerning Alliance Holding or Buyer or (B) subject to Section
2.5.3, AXA Financial or any of its Affiliates are participating in discussions
with a third party which commenced prior to the Exercise Date concerning the
potential sale of Parent Units; provided, however, that during any such deferral
neither AXA Financial nor any Affiliate of AXA Financial may sell Units unless
the reason for such deferral is as set forth in clause (B), in which case a sale
may occur but only with respect to the persons participating in such
discussions. Any notice given pursuant to the foregoing sentence shall specify
the duration of the deferral (the "Deferral Period") and the reasons for such
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deferral. A copy of any such notice shall be promptly delivered to Buyer by AXA
Financial. If at any time during the Deferral Period, AXA Financial reasonably
determines that none of the grounds for deferral is still present, AXA Financial
shall, by written notice to Seller, promptly notify Seller that the Deferral
Period has terminated. If the Exercise Date of a new Exercise Notice delivered
to AXA Financial within ten Business Days following the termination of a
Deferral Period (or, if Window Restrictions are applicable at such time, within
ten Business Days after the expiration of the Window Restrictions) occurs in the
Anniversary Period subsequent to the Anniversary Period in which the Exercise
Date of the initial Exercise Notice occurred, then to the extent the Buyer Units
specified in the new Exercise Notice constitute Permitted Deferred Buyer Units,
they shall not be counted toward the Annual Purchase Obligation Limit and
Cumulative Transfer Limit for such subsequent Anniversary Period. A copy of any
such new Exercise Notice shall be promptly delivered to Buyer by AXA Financial.
2.5.2 Ineffective Exercise Notices. Any Exercise Notice delivered by
Seller earlier than six months following the later of the date when AXA
Financial or any of its Affiliates has completed a sale of, or entered into a
binding commitment to sell, any Units, shall be void and ineffective unless (a)
such Exercise Notice was given during an Unrestricted Exercise Period or (b) the
purchase of Buyer Units by AXA Financial pursuant to the Exercise Notice would
not give rise to any liability under Section 16(b) of the Securities Exchange
Act of 1934 and the rules and regulations of the Securities and Exchange
Commission promulgated thereafter (collectively, "Section 16(b)") or any
comparable provisions of any amendment to Section 16(b) or any successor
thereto. AXA Financial shall give Seller prompt notice of the ineffectiveness of
an Exercise Notice pursuant to this Section 2.5.2, which notice shall specify
the duration of the period during which Seller shall be prohibited from
delivering further Exercise Notices (the "Restriction Period") and a brief
description of the related sale or commitment to sell Units, provided that such
period shall not exceed six months following the later of any sale of a Unit or
entry into a binding commitment to sell Units, by AXA Financial or any of its
Affiliates. It is understood that an Exercise Notice given following the
expiration of the Restriction Period may be canceled in accordance with Clause
(A) of Section 2.5.1. If the Exercise Date of a new Exercise Notice delivered to
AXA Financial within ten
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Business Days following termination of the Restriction Period (or if Window
Restrictions are applicable at such time, within ten Business Days after the
expiration of the Window Restrictions) is in the Anniversary Period subsequent
to the Anniversary Period during which the Exercise Date of the initial Exercise
Notice occurred, then to the extent Restricted Units exercised pursuant to the
new Exercise Notice constitute Permitted Deferred Buyer Units, they shall not be
counted toward the Annual Purchase Obligation Limit for such subsequent
Anniversary Period. The six-month periods specified in this Section 2.5.2 shall
be computed by AXA Financial in its reasonable judgment and based on advice of
counsel in accordance with then applicable judicial precedent and rules,
regulations and interpretive guidance of the Securities and Exchange Commission.
2.5.3 In the event that an Exercise Notice given by Seller is canceled
on the grounds specified in clause (B) of Section 2.5.1 or rendered ineffective
by operation of Section 2.5.2, then for 90 days (the "Unrestricted Exercise
Period") following the expiration of the applicable Deferral Period or
Restriction Period the Purchase Obligation shall not be subject to any further
deferral on the grounds specified in clause (B) of Section 2.5.1 and shall not
be rendered void and ineffective pursuant to Section 2.5.2; provided, however,
that in the event AXA Financial defers the Purchase Obligation during the
Unrestricted Exercise Period on the grounds specified in clause (A) of Section
2.5.1, then the Unrestricted Exercise Period shall be tolled by the actual
duration of such Deferral Period pursuant to clause (A) of Section 2.5.1.
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ARTICLE III
TRANSFER OF UNITS
3.1 Limitations on Transfers. With respect to Buyer Units, Seller shall
not engage in any Transfer (A) of any Restricted Units prior to the Lock-Up
Expiration Date (it being understood that Transfers of Unrestricted Units prior
to (or after) the Lock-Up Expiration Date are subject to clause (D) of this
Section 3.1 and to the provisions of Section 3.2); (B) in exchange for any
consideration other than cash or Public Units pursuant to the terms and
conditions of this Agreement; (C) to the extent the number of Restricted Units
included in such Transfer would exceed the Cumulative Transfer Limit; or (D)
other than at times permitted by, and otherwise in compliance with, the Window
Restrictions as if Seller were senior officer of a Alliance Entity. For the
avoidance of doubt, any Buyer Units transferred in a Permitted Transfer shall
remain subject to the restrictions that applied to such Units prior to the
Permitted Transfer, including, but not limited to, limitations on Transfers set
forth in this Section 3.1 and in Section 3.2, limitations on the Purchase
Obligation specified in Section 2.4.3 and rights of first refusal provided in
Section 3.4, and Sanford Bernstein shall not permit and shall cause each member
of the Seller Group and any transferee in a Permitted Transfer not to permit any
Transfers that would violate such restrictions and limitations or otherwise
breach any terms of this Agreement.
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<PAGE>
3.2 Consents to Transfers. Promptly following Seller's written request,
AXA Financial shall cause ELAS to give the consent required by Section 12.03(c)
of Buyer's partnership agreement (as in effect from time to time, the "Buyer
Partnership Agreement") to the Transfers by Seller of Buyer Units expressly
permitted by this Agreement, including any Transfers involving the exchange of
Buyer Units into Public Units pursuant to the Acquisition Agreement; provided,
that AXA Financial shall not be required to cause ELAS to provide such consent
unless the Transfer or Permitted Transfer, as the case may be, for which the
consent is requested (A) would otherwise comply with all applicable provisions,
conditions and requirements of the Buyer Partnership Agreement and Seller has
provided AXA Financial and Buyer a written certification signed by two of its
officers to that effect, and (B) in the sole and exclusive discretion of AXA
Financial would qualify as a Block Transfer or, in case of a Permitted Transfer,
Seller provides to AXA Financial an opinion of outside legal counsel reasonably
satisfactory to AXA Financial and Buyer that such Permitted Transfer is not
considered a "transfer" for purposes of Section 7704 of the Code. AXA Financial
and Seller shall cooperate in good faith to enable Seller to comply with the
provisions, conditions and requirements of the Buyer Partnership Agreement
referenced in clause (A) of this Section 3.2. The consent to be provided from
time to time by the Affiliates of AXA Financial pursuant to this Section 3.2
shall be substantially in the form of Annex B to this Agreement. It is
understood that if Seller proposes a Transfer that does not qualify as a Block
Transfer, such Transfer shall be subject to the approval of the general partner
of Buyer and ELAS as provided in the Buyer Partnership Agreement.
3.3 Change in Law. In the event that as a result of (i) any amendment
to, or change in, the laws (or any regulation thereunder) of the United States
or (ii) any interpretation or application of, or pronouncement with respect to,
such laws or regulations by any legislative body, court, governmental agency or
regulatory authority, the Block Transfer safe harbor ceases to be effectively
available for exchanges of Buyer Units held by Seller into Public Units (a
"Change in Law"), Buyer, AXA Financial and Seller shall cooperate in good faith
to make available to Seller, but without giving any preference to Seller or to
any other holders of Buyer Units (other than current or former
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<PAGE>
employees), any other safe harbors potentially applicable to the exchanges of
Buyer Units for Public Units under applicable U.S. federal tax laws.
3.4 Right of First Refusal.
3.4.1 Procedure. If Seller receives a bona fide offer or offers from a
third party or parties (other than proposed transferees in transactions that
could qualify as Permitted Transfers) to purchase any Restricted Units in a
transaction that would qualify as Block Transfer, then prior to selling units in
such transaction to such third party or parties Seller shall deliver to Buyer
and to AXA Financial a letter setting forth:
(i) the name of the third party or parties;
(ii) the prospective cash purchase price per Restricted Unit;
(iii) all material terms and conditions contained in the offer of
the third party or parties;
(iv) Seller's offer (irrevocable by its terms for 5 Business Days
following receipt) to sell to AXA Financial or its
Designated Entity all (but not less than all) of the Units
covered by the offer of the third party or parties, for a
purchase price per share and on other terms and conditions
not less favorable to AXA Financial than those contained in
the offer of the third party or parties (an "Offer"); and
(v) closing arrangements and a closing date (not less than 5
Business Days nor more than 25 Business Days following the
date of such letter) (the "Sale Date") for any purchase and
sale that may be effected by AXA Financial or its Designated
Entity.
3.4.2 Effecting Sales. If, upon the expiration of 5 Business Days
following receipt by AXA Financial of the letter described in Section 3.4.1, AXA
Financial shall
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not have irrevocably accepted the Offer in writing, Seller may, at any time
during a 60 Business Day period beginning upon the expiration of such 5 Business
Day period, sell to such third party or parties all (but not less than all) of
the Buyer Units covered by the Offer, for the purchase price and on
substantially the same other terms and conditions contained in the Offer. If AXA
Financial shall have confirmed its acceptance of such Offer in writing, AXA
Financial and Seller shall use commercially reasonable efforts to cause promptly
the closing of the purchase and sale of such Restricted Units, in the manner
appropriate and necessary to convey all right, title and interest to and in such
Restricted Units free and clear of any and all liens, charges and encumbrances,
pursuant to such acceptance as set forth in the letter of Seller to AXA
Financial pursuant to subparagraph (v) of Section 3.4.1.
ARTICLE IV
REPRESENTATIONS AND WARRANTIES
4.1 Representations and Warranties of AXA Financial. AXA Financial
hereby represents and warrants to Seller as follows:
4.1.1 Organization, Good Standing and Authorization. It is a
corporation, duly organized, validly existing and in good standing under the
laws of the State of Delaware. It has all requisite power and authority to
execute this Agreement and any other documentation relating to this Agreement to
which it is a party, to deliver this Agreement and any other documentation
relating to this Agreement that it is required by this Agreement to deliver
("Additional Buyer Documentation") and to perform its obligations under this
Agreement and has taken all necessary action to authorize such execution,
delivery and performance.
4.1.2 No Violation or Conflict. The execution, delivery and performance
of this Agreement and any other documentation relating to this Agreement do not
violate or conflict with any law applicable to it, any provision of its
constitutional documents, any
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<PAGE>
order or judgment of any court or other agency of government applicable to it or
any of its assets or any material contractual restriction binding on or
affecting AXA Financial.
4.1.3 Consents. Except as may be required pursuant to the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules
and regulations thereunder (the "HSR Act"), all governmental and other consents
that are required to have been obtained by it with respect to this Agreement and
any Additional Buyer Documentation have been obtained and are in full force and
effect and all conditions of any such consents have been complied with.
4.1.4 Obligations Binding. Its obligations under this Agreement and any
Additional Buyer Documentation constitute its legal, valid and binding
obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally, and subject, as to enforceability, to
equitable principles of general application regardless of whether enforcement is
sought in a proceeding in equity or at law).
4.1.5 Absence of Litigation. There is not pending or, to its knowledge,
threatened within the past 60 days against it or any of its Affiliates any
action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is reasonably
likely to affect the legality, validity or enforceability against it of this
Agreement or any Additional Buyer Documentation or its ability to perform its
obligations under this Agreement or any Additional Buyer Documentation.
4.2 Representations and Warranties of Seller. Seller hereby represents
and warrants to AXA Financial as follows (which representations and warranties
will be deemed to be repeated on each Exercise Date and each Settlement Date):
4.2.1 Organization, Good Standing and Authorization. It is a
corporation, duly organized, validly existing and in good standing under the
laws of the state of its incorporation. It has all requisite corporate power and
authority to execute this Agreement and any other documentation relating to this
Agreement to which it is a party,
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<PAGE>
to deliver this Agreement and any other documentation relating to this Agreement
that is required by this Agreement (the "Additional Seller Documentation" and
together with the Additional Buyer Documentation, the "Additional
Documentation"), to deliver and to perform its obligations under this Agreement
and the Additional Seller Documentation and has taken all necessary action to
authorize such execution, delivery and performance.
4.2.2 No Violation or Conflict. The execution, delivery and performance
of this Agreement and any Additional Seller Documentation and any other
documentation relating to this Agreement do not violate or conflict with any law
applicable to it, any provision of its constitutional documents, any order or
judgment of any court or other agency of government applicable to it or any of
its assets or any material contractual restriction binding on or affecting
Seller.
4.2.3 Consents. All governmental and other consents that are required
to have been obtained by it with respect to this Agreement and any Additional
Seller Documentation have been obtained and are in full force and effect and all
conditions of any such consents have been complied with.
4.2.4 Obligations Binding. Its obligations under this Agreement and any
Additional Seller Documentation constitute its legal, valid and binding
obligations, enforceable in accordance with their respective terms (subject to
applicable bankruptcy, reorganization, insolvency, moratorium or similar laws
affecting creditors' rights generally, and subject, as to enforceability, to
equitable principles of general application regardless of whether enforcement is
sought in a proceeding in equity or at law).
4.2.5 Absence of Litigation. There is not pending or, to its knowledge,
threatened within the past 60 days against it or any of its Affiliates any
action, suit or proceeding at law or in equity or before any court, tribunal,
governmental body, agency or official or any arbitrator that is reasonably
likely to affect the legality, validity or enforceability against it of this
Agreement or its ability to perform its obligations under this Agreement and any
Additional Seller Documentation.
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<PAGE>
4.2.6 No Liens. Seller is the sole owner of the Buyer Units subject to
this Agreement with full right to transfer such Buyer Units in accordance with
the terms of this Agreement; and upon delivery of such Buyer Units to AXA
Financial or its Designated Entity in accordance with the terms of this
Agreement, AXA Financial or its Designated Entity will be the sole owner of such
Buyer Units, free and clear of any lien, charge, claim or encumbrance.
ARTICLE V
AGREEMENTS
5.1 Certain Acknowledgments. Each party acknowledges its understanding
that the offer and the sale of Buyer Units is intended to be exempt from
registration under all securities laws applicable to such party.
5.2 Certain Agreements. Each party agrees with the other that, so long
as such party has or may have any obligation under this Agreement or any
Additional Documentation:
5.2.1 Maintain Authorizations. It will use all reasonable efforts to
maintain in full force and effect all consents of any governmental or other
authority that are required to be obtained by it with respect to this Agreement
or any Additional Documentation and will use all reasonable efforts to obtain
any that may become necessary in the future.
5.2.2 Comply with Laws. It will comply in all respects with all
applicable laws and orders to which it may be subject if failure to so comply
would materially impair its ability to perform its obligations under this
Agreement or any Additional Documentation.
5.2.3 Confidentiality. Seller shall not disclose (other than to its
directors, officers, auditors or counsel) without the prior written consent of
Buyer and AXA
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Financial any information with respect to AXA Financial or any Alliance Entity
which is furnished to it pursuant to this Agreement.
5.2.4 Filings; Other Action. Buyer, AXA Financial and Seller shall, as
promptly as practicable, (i) make all necessary regulatory filings and
submissions and deliver notices and consents to jurisdiction to insurance
departments, each as reasonably may be required to be made in connection with
this Agreement and the transactions contemplated hereby, (ii) use reasonable
best efforts to cooperate with each other in (A) determining which filings are
required to be made prior to the Settlement Date or the Sale Date, as the case
may be, and which Consents are required to be obtained prior to such Date in
connection with the execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby and (B) timely making all
such filings and timely seeking all such Consents, and (iii) use commercially
reasonable efforts to take, or cause to be taken, all other action and do, or
cause to be done, all other things necessary or appropriate to consummate the
transactions contemplated by this Agreement as soon as practicable, including,
without limitation, making any filings, if required, prior to the end of the
second Anniversary Period under the HSR Act that would maximize the number of
Buyer Units that can be sold hereunder without the need for any further filings
under the HSR Act.
5.2.5 Public Announcements. Buyer, AXA Financial and Seller agree that
they will not, and that they will case their respective Affiliates and
representatives not to, issue any press release or otherwise make any public
statement or respond to any press inquiry with respect to this Agreement or the
transactions contemplated hereby without the prior approval of the other party
(which approval shall not be unreasonably withheld), except as may be required
by applicable law.
5.2.6 Seller Group. Sanford Bernstein shall cause each member of the
Seller Group and any transferee in a Permitted Transfer to act only in
compliance with the terms and conditions of this Agreement.
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<PAGE>
ARTICLE VI
CONDITIONS TO AXA FINANCIAL'S OBLIGATIONS
The obligation of AXA Financial to consummate any acquisition of Buyer
Units pursuant to Section 2.4.2 or Section 3.4.2 shall be subject to the
fulfillment on or prior to the Settlement Date or Sale Date, as the case may be,
of the following additional conditions, which AXA Financial and Seller agree to
use commercially reasonable efforts to cause to be fulfilled. In the event that
all of the following conditions are not satisfied or waived by AXA Financial
prior to or on the applicable Settlement Date or Sale Date, as the case may be,
then such Settlement Date or Sale Date, as the case may be, shall be deferred
until such time as the following conditions are satisfied or waived. 6.1
Representations. The representations and warranties of Seller contained in
Section 4.2 shall be true and correct in all material respects on and as of the
Settlement Date or the Sale Date, as the case may be, with the same effect as
though made on and as of such date.
6.2 Performance of Obligations. Seller shall have in all material
respects duly performed and complied with all agreements, covenants and
conditions required by this Agreement to be performed or complied with by Seller
prior to or on the Settlement Date or the Sale Date, as the case may be.
6.3 Certificate. Seller shall have delivered to AXA Financial or a
Designated Entity a certificate, dated the Settlement Date or the Sale Date, as
the case may be, and signed by the President and a Vice President of Seller, to
the effect set forth above in this Sections 6.1 and 6.2.
6.4 Delivery of Buyer Units. On the Settlement Date or the Sale Date,
as the case may be, Seller shall have delivered certificates representing all of
the Buyer Units being transferred to AXA Financial or a Designated Entity, as
the case may be, and in a form suitable for transfer (or with standard
endorsements for transfer).
6.5 Consents. All Consents required to be made or obtained by Seller or
AXA Financial in connection with the execution and delivery of this Agreement
and the Additional Documents or the consummation of the transactions
contemplated hereby shall have been made or obtained. Complete and correct
copies of all such Consents shall have been delivered to AXA Financial or the
Designated Entity.
6.6 Opinion. Buyer, AXA Financial or a Designated Entity shall have
received an opinion, addressed to it and dated the Settlement Date or the Sale
Date, as the case may be, from outside legal counsel to Seller reasonably
acceptable to AXA Financial, substantially in the form of Exhibit C to this
Agreement or in such other form as shall be acceptable to AXA Financial and
otherwise satisfactory in form and substance to AXA Financial or a Designated
Entity. In the event of a Change in Law, the parties shall cooperate in good
faith to develop an alternative form of opinion.
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ARTICLE VII
TAXES
The payment of a Purchase Price by AXA Financial under this Agreement
will be made without any deduction or withholding for or on account of any Tax
unless such deduction or withholding is required by any applicable law, as
modified by the practice of any relevant governmental revenue authority, then in
effect. If AXA Financial is so required to deduct or withhold, then it will (i)
notify Seller prior to the date of the closing of the relevant purchase, and
(ii) timely pay to the relevant authorities the full amount required to be
deducted or withheld. Seller agrees to deliver to AXA Financial, or to such
government or taxing authority as AXA Financial reasonably directs, any form or
document that may be required or reasonably requested in writing in order to
allow AXA Financial to make a payment under this Agreement without any deduction
or withholding for or on account of any Tax or with such deduction or
withholding at a reduced rate (so long as the completion, execution or
submission of such form or document would not materially prejudice the legal or
commercial position of the Person in receipt of such demand), with any such form
or document to be accurate and completed in a manner reasonably satisfactory to
AXA Financial and to be executed and to be delivered with any reasonably
required certification promptly following any such request.
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ARTICLE VIII
NOTICES
Any notice or other communication in respect of this Agreement may be
given in the manner set forth below to the address or number set forth in Annex
A of this Agreement and will be deemed effective as indicated: (i) if in writing
and delivered in person or by courier, on the date it is delivered; (ii) if sent
by facsimile transmission, on the Business Date that receipt of the transmission
is confirmed by telephone; (iii) if sent by certified or registered mail
(airmail, if overseas) or the equivalent (return receipt requested), on the date
that mail is delivered or its delivery is attempted; or (iv) if sent by
electronic messaging system, on the date that electronic message is received.
Either party may by notice to the other change the address or facsimile number
or electronic messaging system at which notices or other communications are to
be given to it, in which case Annex A shall be automatically amended. The
failure to give Buyer any notice contemplated to be given hereunder shall not
affect the effectiveness of such notice or give rise to any claim by Buyer
against another party hereto.
ARTICLE IX
MISCELLANEOUS
9.1 Entire Agreement. This Agreement constitutes the entire agreement
and understanding of the parties with respect to its subject matter and
supersedes all oral communication and prior writings with respect thereto,
including, without limitation, the Project Honeybee term sheet, dated June 1,
2000.
9.2 Amendments. No amendment, modification or waiver in respect of this
Agreement will be effective unless in writing (including as evidenced by a
facsimile transmission) and executed by each of the parties or confirmed by an
exchange of telexes or electronic messages on an electronic messaging system.
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9.3 Survival of Obligations. In the event one or more Purchase
Obligations are exercised in accordance with Article II, the obligations of the
parties in connection with such Purchase Obligations so exercised shall survive
the termination of this Agreement.
9.4 Remedies Cumulative. The rights, powers, remedies and privileges
provided in this Agreement are cumulative and not exclusive of any rights,
powers, remedies and privileges provided by law.
9.5 No Waiver of Rights. No failure or delay by a party in exercising
any right, power or privilege hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise thereof preclude any other or further
exercise thereof or the exercise of any right, power or privilege hereunder.
9.6 Severability. In the event that any section, clause or paragraph
hereof is deemed unlawful or unenforceable, such clause or paragraph shall be
stricken from this Agreement, and the remainder shall remain in full force and
effect.
9.7 Assignment. Neither AXA Financial or Seller may assign its rights
and obligations under this Agreement save with the prior written consent of the
other party and any purported assignment shall be void and of no effect.
9.8 Headings. The headings used in this Agreement are for convenience
of reference only and are not to affect the construction of or to be taken into
consideration in interpreting this Agreement.
9.9 Waiver of Immunities. Each party irrevocably waives, to the fullest
extent permitted by applicable law, with respect to itself and its revenues and
assets (irrespective of their use or intended use), all claims of immunity on
the grounds of sovereignty or other similar grounds from (i) suit, (ii)
jurisdiction of any court, (iii) relief by way of injunction, order for specific
performance or for recovery of property, (iv) attachment of its assets (whether
before or after judgment) and (v) execution or enforcement of any judgment to
which it or its revenues or assets might otherwise be entitled in any
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proceedings in the courts of any jurisdiction and irrevocably agrees, to the
extent permitted by applicable law, that it will not claim any such immunity in
any Proceedings.
9.10 Governing Law. This Agreement will be governed by, and construed
in accordance with, the laws of the state of New York (without reference to
choice of law doctrine).
9.11 Submission to Jurisdiction. With respect to any suit, action or
proceedings relating to this Agreement or any Transaction hereunder
("Proceedings"), each party irrevocably submits to the non-exclusive
jurisdiction of the courts of the State of New York and the United States
District Court located in the Borough of Manhattan in New York City; and waives
any objection which it may have at any time to the laying of venue of any
Proceedings brought in any such court, waives any claim that such Proceedings
have been brought in an inconvenient forum and further waives the right to
object, with respect to such Proceedings, that such court does not have any
jurisdiction over such party.
9.12 Waiver of Jury Trial. Each party waives, to the fullest extent
permitted by applicable law, any right it may have to a trial by jury in respect
of any suit, action or proceeding relating to this confirmation or any credit
support document or any transaction. Each party (i) certifies that no
representative, agent or attorney of the other party has represented, expressly
or otherwise, that such other party would not seek to enforce the foregoing
waiver in the event of any such suit, action or proceeding and (ii) acknowledges
that it and the other party have entered into the confirmation and the security
agreement, as applicable, in reliance on, among other things, the mutual waivers
and certifications in this subsection.
9.13 Relationship to Buyer Units. This Agreement has been entered into
at the same time as, and in connection with, the Acquisition Agreement, and the
rights and obligations created hereby are intended to relate to the Buyer Units
and are not transferable other than in connection with a transfer of such Buyer
Units and with the consent of the other party as required under Section 9.7.
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9.14 Following Business Day Convention. In the event the Expiration
Date, the Exercise Date, the Sale Date or the Settlement Date, as applicable,
falls on a day other than a Business Date, then the Expiration Date, the
Exercise Date, the Sale Date or the Settlement Date, as applicable, shall be the
first following date that is a Business Day.
9.15 Counterparts. This Agreement may be executed and delivered in
counterparts (including by facsimile transmission), each of which will be deemed
an original.
9.16 Termination. In the event the Acquisition Agreement is terminated
prior to the Closing Date pursuant to the terms thereof, the rights and
obligations of the parties hereunder shall automatically terminate at such time.
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IN WITNESS WHEREOF the parties have executed this document on the
respective dates specified below with effect from the date specified on the
first page of this document.
AXA FINANCIAL, INC.
By: /s/ Stanley B. Tulin
---------------------------------
Name: Stanley B. Tulin
Title: Vice Chairman and CFO
ALLIANCE CAPITAL MANAGEMENT L. P.
By: /s/ John D. Carifa
---------------------------------
Name: John D. Carifa
Title: President and COO
SANFORD C. BERNSTEIN INC.
By: /s/ Lewis A. Sanders
---------------------------------
Name: Lewis A. Sanders
Title: Chairman and CEO
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1
ANNEX A
NOTICES
-------
SELLER
[address]
[telephone]
[fax]
[e-mail]
[contact person]
AXA FINANCIAL
[address]
[telephone]
[fax]
[e-mail]
[contact person]
BUYER
[address]
[telephone]
[fax]
[e-mail]
[contact person]
Page 100 of 109
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1
ANNEX B
[Form of Consent Letter pursuant to Section 3.2]
[Date]
Alliance Capital Management Corporation
1245 Avenue of the Americas
New York, NY 10105
RE: PROPOSED TRANSFER OF LIMITED PARTNERSHIP UNITS BY SANFORD BERNSTEIN
Ladies and Gentlemen:
We refer to the Amended and Restated Limited Partnership Agreement (the
"Agreement") of Alliance Capital Management L. P. (the "Partnership"), dated as
of October 29, 1999. Capitalized terms used but not defined herein have the
respective meanings given in the Agreement.
Sanford C. Bernstein Inc. proposes to exchange ______ units of the
Partnership [Description of Transfer] (the "Proposed Transfer"). The law firm of
[ ] has provided an opinion of counsel that such exchange is a
private transfer pursuant to Treasury Regulation Section 1.7704-1(e)(1)(vi)
(relating to block transfers), or pursuant to comparable provisions of any
amendment to such Regulation.
Section 12.03(c) of the Agreement provides that no transfer of limited
partnership interests in the Partnership will be considered approved by the
General Partner or recognized by the Partnership unless such transfer is also
approved by The Equitable Life Assurance Society of the United States ("ELAS"),
which approval may be withheld in the sole discretion of ELAS. Based on the
above representation and such other matters as we consider relevant, ELAS hereby
approves the Proposed Transfer.
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2
ANNEX B
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By:___________________________
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1
ANNEX C
[Form of Opinion of Seller's counsel pursuant to Section 6.6.]
[ ], 2000
Alliance Capital Management L. P.
[address]
AXA Financial, Inc.
1290 Avenue of the Americas
New York, New York 10104
Dear Ladies and Gentlemen:
You have requested that we issue our opinion as to whether the proposed transfer
described below would qualify as a private transfer pursuant to Treasury
Regulation Section 1.7704-1(e)(1)(vi) (relating to block transfers), and would
not result in Alliance Capital Management L.P. (the "Partnership") being
classified as a publicly traded partnership with the meaning of section 7704 of
the Internal Revenue Code of 1986, as amended (the "Code").1 The opinion set
forth below is intended to meet the requirements of section 6.6 of the Purchase
Agreement dated as of June [ ], 2000 (the "Purchase Agreement"). Capitalized
terms used herein and not defined have the meaning assigned to such terms in the
Purchase Agreement.
Our opinion is based upon the facts and assumptions set forth below and on the
provisions of the Code, Treasury Regulations promulgated thereunder, and
interpretations of the foregoing as expressed in court decisions, administrative
determinations, and the legislative history as of the date of this opinion.
These provisions and interpretations are subject to change, which may or may not
be retroactive in effect, that might result in modifications of our opinion.
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[ ], 2000
Page 2
For the purpose of our opinion, we have not made an independent investigation of
the facts set forth below. We consequently have assumed that the information
presented or otherwise furnished to us accurately and completely describes all
material facts relevant to our opinion.
No facts have come to our attention, however, that would cause us to question
the accuracy and completeness of such facts in a material way.
[Description of Transfer and the number of units outstanding held by the General
Partner and its affiliates and otherwise outstanding.]
Section 6.6 of the Purchase Agreement provides that AXA Financial or a
Designated Entity shall have received an opinion, addressed to it and dated the
Settlement Date or Sale Date, as the case may be, from outside legal counsel to
Honeybee reasonably acceptable to AXA Financial, satisfactory in form and
substance to AXA Financial or a Designated Entity.
Based upon, and subject to, the foregoing and the discussion below, we are of
the opinion that the exchange described above will qualify as a block transfer
pursuant to Treasury Regulation Section 1.7704-1(e)(1)(vi), or pursuant to
comparable provisions of any amendment to such Regulation and will not result in
the Partnership being classified as a publicly traded partnership within the
meaning of section 7704.
Section 7704 of the Internal Revenue Code of 1986, as amended (the "Code")
states the rules for the classification of certain publicly traded partnerships
("PTPs") as corporations. For these purposes, a partnership is a PTP if
interests in the partnership are traded on an "established securities market" or
are "readily tradable on a secondary market or the substantial equivalent
thereof."
Treas. Reg. S.1.7704-1(e) provides that certain transfers of partnership
interests are not considered trading for purposes of section 7704. Under Treas.
Reg. S.1.7704-1(e)(6), these include "block transfers" as defined in Treas. Reg.
S.1.7704-1(e)(2). Under that
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[ ], 2000
Page 3
regulation "block transfers" include a transfer of partnership interests
representing in the aggregate more than 2 percent of the total interests in
partnership capital or profits in one or more transactions during a 30 day
period by a partner and certain related parties (within the meaning of Sections
267(b) or 707(b)(1) of the Code).
Treas. Reg. S.1.7704-1(k) provides that the total interests in partnership
capital or profits generally are determined by reference to all outstanding
interests in the partnership. For purposes of measuring "2 percent," interests
held by the general partner and its affiliates are disregarded if they own more
than 10 percent of partnership capital or profits at any one time during the tax
year of the partnership.
Under the regulations, for purposes of determining whether a transfer satisfies
the "2% within 30 days" threshold, the partnership must determine the percentage
interests in partnership capital or profits for each transfer of an interest
during the 30 calendar day period by reference to the partnership interests
outstanding immediately prior to such transfer.
In the instant case, [Describe Amount of Interests Proposed to be Transferred].
The transfer of such interests will constitute a transfer of more than 2 percent
of the total Partnership interests in capital or profits within 30 days,
measured against Partnership interests if the interests held by AXA Financial
and its affiliates are disregarded. Accordingly, it is our opinion that the
transfer by Honeybee of its Partnership interests will constitute a block
transfer within the meaning of Treas. Reg. S.1.7704-1(e)(2) and that such
transfer will not cause the Partnership to be classified as a publicly traded
partnership with the meaning of section 7704(a).
Please note that we express no opinion, nor is any opinion implied, regarding
any other tax issue or any other aspect of the relationship between and among
the parties. This opinion speaks only as of its date and may be relied upon by
only you in connection with the transaction described in this opinion and may
not be used or relied upon by any other person for any purpose whatsoever,
without our prior written consent in each instance.
Page 105 of 109
<PAGE>
[ ], 2000
Page 4
Sincerely,
Name of Law Firm
By
Page 106 of 109
<PAGE>
EXHIBIT 23
AXA FINANCIAL, INC.
1290 AVENUE OF AMERICAS
NEW YORK, NEW YORK 10104
June 20, 2000
Sanford C. Bernstein
767 Fifth Avenue
New York, NY 10153
Re: Agreement to elect Lew Sanders and
Roger Hertog to ACMC's Board of Directors
AXA Financial Inc. ("AXA Financial") hereby agrees that:
1. upon the closing (the "Closing") of the transactions contemplated by the
Acquisition Agreement, dated as of June 20, 2000 (the "Acquisition
Agreement"), between Alliance Capital Management L.P., a Delaware limited
partnership ("Alliance Capital"), Sanford C. Bernstein Inc., a Delaware
corporation ("Sanford Bernstein"), Alliance Capital Management Holding L.P.,
a Delaware limited partnership and Bernstein Technologies Inc., a California
corporation, AXA Financial shall cause Lew Sanders and Roger Hertog to be
elected to the Board of Directors of Alliance Capital Management Corporation,
a Delaware corporation ("ACMC") for a term or for successive terms ending no
earlier than the third anniversary of the Closing; provided, however, that
Mr. Sanders and/or Mr. Hertog may each be removed from the Board of Directors
of ACMC, prior to the third anniversary of the Closing, in accordance with
Alliance Capital's certificate of incorporation and by-laws but, in either
case, only in the event his employment by Alliance Capital terminates in
accordance with the terms of their respective employment agreements; and
2. in the event that prior to the third anniversary of the Closing, either of
Messrs. Sanders or Hertog ceases to serve as a member of the Board of
Directors of ACMC for any reason, then AXA Financial will cause a replacement
to be elected, who shall serve for a term or for successive terms ending no
earlier than the third anniversary of the Closing Date; provided, however,
that any such replacement may be removed from the Board of Directors of ACMC
and replaced in accordance with this paragraph 2, prior to the third
anniversary of the Closing, for the reasons set forth in the proviso to
paragraph 1 above; and provided further, that any such replacement shall be
selected by AXA Financial from the list of names attached hereto as Annex A,
as such list may be amended from time to time with the prior written consent
of AXA Financial and the Sanford Bernstein Committee (as such term is defined
in the Acquisition Agreement).
AXA Financial's obligations hereunder shall terminate and be of no
further effect upon the termination of the Acquisition Agreement prior to the
Closing.
Page 107 of 109
<PAGE>
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to AXA Financial a counterpart hereof,
whereupon this instrument, along with all counterparts, will become a binding
agreement between AXA Financial and Sanford Bernstein in accordance with its
terms.
Very truly yours,
AXA FINANCIAL, INC.
By: /s/ Stanley B. Tulin
-------------------------------
Name: Stanley B. Tulin
Title: Vice President and CFO
Confirmed and accepted as of the date first above written:
SANFORD C. BERNSTEIN INC.
By: /s/ Lewis A. Sanders
-----------------------------
Name: Lewis A. Sanders
Title: Chairman and CEO
2
Page 108 of 109
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ANNEX A
Andrew S. Adelson
Kevin R. Brine
Charles C. Cahn, Jr.
Marilyn G. Fedat
Michael L. Goldstein
3
Page 109 of 109
