FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1999
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
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Commission File No. 000-29961
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ALLIANCE CAPITAL MANAGEMENT L.P.
(Formerly Alliance Capital Management L.P. II)
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(Exact name of registrant as specified in its charter)
Delaware 13-4064930
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1345 Avenue of the Americas, New York, NY 10105
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(Address of principal executive offices)
(Zip Code)
(212) 969-1000
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
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ALLIANCE CAPITAL MANAGEMENT L.P.
(Formerly Alliance Capital Management L.P. II)
Index to Form 10-Q
Part I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS Page
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Statement of Financial Condition 1
Statements of Income 2
Statements of Changes in Partners' Capital and
Comprehensive Income 3
Statement of Cash Flows 4
Notes to Financial Statements 5
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 6
Part II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS 7
Item 2. CHANGES IN SECURITIES 7
Item 3. DEFAULTS UPON SENIOR SECURITIES 7
Item 4. SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS 7
Item 5. OTHER INFORMATION 7
Item 6. EXHIBITS AND REPORTS ON FORM 8-K 7
Part I
FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
ALLIANCE CAPITAL MANAGEMENT L.P.
(Formerly Alliance Capital Management L.P. II)
Statement of Financial Condition
ASSETS
9/30/99
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(unaudited)
Cash and cash equivalents....................................................... $ 100
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Total assets............................................................... $ 100
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PARTNERS' CAPITAL
Partners' capital:
General Partner.............................................................. $ 50
Limited Partner.............................................................. 50
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Total partners' capital.................................................... $ 100
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See accompanying notes to financial statements.
1
ALLIANCE CAPITAL MANAGEMENT L.P.
(Formerly Alliance Capital Management L.P. II)
Statements of Income
(unaudited)
Period From 4/6/99
Three Months Ended (Date of Inception) to
9/30/99 9/30/99
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Revenues............................................................... $ - $ -
Expenses............................................................... - -
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Income before income taxes............................................. - -
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Income taxes........................................................... - -
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Net income ............................................................ $ - $ -
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See accompanying notes to financial statements.
2
ALLIANCE CAPITAL MANAGEMENT L.P.
(Formerly Alliance Capital Management L.P. II)
Statements of Changes in Partners' Capital
and Comprehensive Income
(unaudited)
Period From 4/6/99
Three Months Ended (Date of Inception) to
9/30/99 9/30/99
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Partners' capital - beginning of period................................ $ - $ -
Comprehensive income:
Net income...................................................... - -
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Comprehensive income............................................ - -
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Capital contribution received from Alliance Capital
Management Corporation............................................ 50 50
Capital contribution received from Alliance Capital
Management Holding L.P............................................ 50 50
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Partners' capital - end of period...................................... $ 100 $ 100
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See accompanying notes to financial statements.
3
ALLIANCE CAPITAL MANAGEMENT L.P.
(Formerly Alliance Capital Management L.P. II)
Statement of Cash Flows
(unaudited)
Period From 4/6/99
(Date of Inception) to
9/30/99
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Cash flows from operating activities............................................ $ -
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Cash flows from investing activities............................................ -
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Cash flows from financing activities:
Capital contribution received from Alliance Capital Management
Corporation................................................................ 50
Capital contribution received from Alliance Capital Management
Holding L.P................................................................ 50
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Cash flows from financing activities............................................ 100
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Net increase in cash and cash equivalents....................................... 100
Cash and cash equivalents at beginning of period................................ -
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Cash and cash equivalents at end of period...................................... $ 100
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See accompanying notes to financial statements.
4
ALLIANCE CAPITAL MANAGEMENT L.P.
(Formerly Alliance Capital Management L.P. II)
Notes to Financial Statements
September 30, 1999
(unaudited)
1. REORGANIZATION
At a special meeting of unitholders held on September 22, 1999, the
unitholders of Alliance Capital Management Holding L.P., formerly Alliance
Capital Management L.P., ("Alliance Holding"), approved both the transfer
of Alliance Holding's business to Alliance Capital Management L.P.,
formerly Alliance Capital Management L.P. II (the "Partnership"), a
newly-formed private limited partnership, in exchange for units of the
Partnership (the "Reorganization") and the amendment and restatement of
Alliance Holding's partnership agreement. In connection with the
Reorganization, Alliance Holding offered to its unitholders the opportunity
to exchange Alliance Holding units for Partnership units on a one-for-one
basis (the "Exchange Offer").
Effective at the close of business on October 29, 1999, Alliance Holding
transferred its business to the Partnership pursuant to the Reorganization.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF PRESENTATION
The unaudited interim financial statements of the Partnership included
herein have been prepared in accordance with the instructions to Form 10-Q
pursuant to the rules and regulations of the Securities and Exchange
Commission. In the opinion of management, all adjustments, consisting only
of normal recurring adjustments necessary for a fair presentation of (a)
financial position at September 30, 1999, (b) results of operations for the
three months ended September 30, 1999 and the period from April 6, 1999
(Date of Inception) to September 30, 1999 and (c) cash flows for the period
from April 6, 1999 (Date of Inception) to September 30, 1999, have been
made.
On July 7, 1999, Alliance Holding, as limited partner, and Alliance Capital
Management Corporation ("ACMC"), an indirect wholly-owned subsidiary of AXA
Financial, Inc., as general partner, each contributed $50 in exchange for a
50% interest in the Partnership. All costs and expenses associated with the
organization of the Partnership will be paid by The Equitable Life
Assurance Society of the United States ("ELAS"). The Partnership had no
operations through September 30, 1999.
The accounting policies followed by Alliance Holding will be assumed by the
Partnership subsequent to the Reorganization.
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Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
REORGANIZATION
At a special meeting of unitholders held on September 22, 1999, the
unitholders of Alliance Capital Management Holding L.P., formerly Alliance
Capital Management L.P., ("Alliance Holding"), approved both the transfer
of Alliance Holding's business to Alliance Capital Management L.P.,
formerly Alliance Capital Management L.P. II (the "Partnership"), a
newly-formed private limited partnership, in exchange for units of the
Partnership (the "Reorganization") and the amendment and restatement of
Alliance Holding's partnership agreement. In connection with the
Reorganization, Alliance Holding offered to its unitholders the opportunity
to exchange Alliance Holding units for Partnership units on a one-for-one
basis (the "Exchange Offer").
Effective at the close of business on October 29, 1999, Alliance Holding
transferred its business to the Partnership pursuant to the Reorganization.
RESULTS OF OPERATIONS
On July 7, 1999, Alliance Holding, as limited partner, and Alliance Capital
Management Corporation ("ACMC"), an indirect wholly-owned subsidiary of AXA
Financial, Inc., as general partner, each contributed $50 in exchange for a
50% interest in the Partnership. All costs and expenses associated with the
organization of the Partnership will be paid by The Equitable Life
Assurance Society of the United States ("ELAS"). The Partnership had no
operations through September 30, 1999.
CAPITAL RESOURCES AND LIQUIDITY
Partners' capital of the Partnership was $100 at September 30, 1999.
Management believes that cash flow from future operations, and the issuance
of debt and Partnership or Alliance Holding Units will provide the
Partnership with the financial resources to meet its capital requirements.
FORWARD-LOOKING STATEMENTS
Certain statements provided by the Partnership and Alliance Holding in this
report are "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
are subject to risks, uncertainties and other factors which could cause
actual results to differ materially from future results expressed or
implied by such forward-looking statements. The most significant of such
factors include, but are not limited to, the following: the performance of
financial markets, the investment performance of sponsored investment
products and separately managed accounts, general economic conditions,
future acquisitions, competitive conditions, and government regulations,
including changes in tax rates. The Partnership and Alliance Holding
caution readers to carefully consider such factors. Further, such
forward-looking statements speak only as of the date on which such
statements are made; the Partnership and Alliance Holding undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date of such statements.
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Part II
OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
In connection with the Alliance Capital Management Holding
L.P. ("Alliance Holding") reorganization, on September 29,
1999, a purported class action complaint was filed in the
Court of Chancery of the State of Delaware in and for New
Castle County against Alliance Holding, Alliance Capital
Management L.P. (formerly Alliance Capital Management L.P. II)
(the "Partnership"), Alliance Capital Management Corporation
and certain other defendants affiliated with Alliance Holding
which sought, among other things, to enjoin the consummation
of the reorganization and exchange offer and alleged, among
other things, the amended and restated partnership agreement
of Alliance Holding adversely effected Alliance Holding's
Unitholders. Management of the Partnership does not believe
that the resolution of this matter will have a material
adverse effect on the Partnership's results of operations or
financial condition.
Item 2. CHANGES IN SECURITIES
None.
Item 3. DEFAULTS UPON SENIOR SECURITIES
None.
Item 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
None.
Item 5. OTHER INFORMATION
None.
Item 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
None.
(b) Reports on Form 8-K
None.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIANCE CAPITAL MANAGEMENT L.P.
Dated: July 11, 2000 By: Alliance Capital Management
Corporation, its General Partner
By: /s/ Robert H. Joseph, Jr.
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Robert H. Joseph, Jr.
Senior Vice President &
Chief Financial Officer
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