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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALLIANCE CAPITAL MANAGEMENT L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
N/A
(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)
(Exhibits begin on page 37)
SCHEDULE 13D
CUSIP No. N/A Page 2 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
AXA
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Items 4 and 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 3 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
FINAXA
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, CO
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 4 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
AXA Assurances I.A.R.D. Mutuelle
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 5 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
AXA Assurances Vie Mutuelle
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 6 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
AXA Courtage Assurance Mutuelle
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 7 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
AXA Conseil Vie Assurance Mutuelle
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X|
(b) [ ]
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 8 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Claude Bebear, as AXA Voting Trustee
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 9 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Patrice Garnier, as AXA Voting Trustee
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
-------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 10 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Henri de Clermont-Tonnerre, as AXA Voting Trustee
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY SOLE VOTING POWER
EACH
REPORTING 7 See Item 5
PERSON WITH
------------------------------------------------------------------------
SHARED VOTING POWER
8 See Item 5
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 See Item 5
------------------------------------------------------------------------
SHARED DISPOSITIVE POWER
10 See Item 5
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Item 5
(Not to be construed as an admission of beneficial ownership)
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 11 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
AXA Financial, Inc.
13-3623351
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF; BK; WC
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH SOLE VOTING POWER
REPORTING 7 128,475,720 - See Items 4 and 5
PERSON WITH
------------------------------------------------------------------------
8 SHARED VOTING POWER
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 128,475,720 - See Items 4 and 5
------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
128,475,720 - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5% - See Item 5
- -----------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
HC, CO
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 12 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
AXA Client Solutions, LLC
52-2197822
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH SOLE VOTING POWER
REPORTING 7 95,855,945 - See Items 4 and 5
PERSON WITH
------------------------------------------------------------------------
8 SHARED VOTING POWER
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 95,855,945 - See Items 4 and 5
------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,855,945 - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6% - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, OO
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 13 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
The Equitable Life Assurance Society of the United States
13-5570651
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH SOLE VOTING POWER
REPORTING 7 95,855,945 - See Items 4 and 5
PERSON WITH
------------------------------------------------------------------------
8 SHARED VOTING POWER
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 95,855,945 - See Items 4 and 5
------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
95,855,945 - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6% - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IC, CO
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 14 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
Equitable Holdings, LLC
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH SOLE VOTING POWER
REPORTING 7 24,415,727 - See Items 4 and 5
PERSON WITH
------------------------------------------------------------------------
8 SHARED VOTING POWER
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 24,415,727 - See Items 4 and 5
------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,415,727 - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
HC, OO
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 15 of 49 Pages
- -----------------------------------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
ACMC, Inc.
13-2677213
- -----------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
- -----------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- -----------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
- -----------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- -----------------------------------------------------------------------------------------------------------
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH SOLE VOTING POWER
REPORTING 7 66,220,822 - See Items 4 and 5
PERSON WITH
------------------------------------------------------------------------
8 SHARED VOTING POWER
------------------------------------------------------------------------
SOLE DISPOSITIVE POWER
9 66,220,822 - See Items 4 and 5
------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
- -----------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
66,220,822 - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
- -----------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.2% - See Items 4 and 5
- -----------------------------------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- -----------------------------------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
SCHEDULE 13D
CUSIP No. N/A Page 16 of 49 Pages
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NAME OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
1
ECMC, LLC
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH SOLE VOTING POWER
REPORTING 7 24,415,727 - See Items 4 and 5
PERSON WITH
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8 SHARED VOTING POWER
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SOLE DISPOSITIVE POWER
9 24,415,727 - See Items 4 and 5
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,415,727 - See Items 4 and 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.9% - See Item 5
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TYPE OF REPORTING PERSON*
14
OO
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* 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.
ITEM 1. SECURITY AND ISSUER
The class of equity Securities to which this Statement on Schedule 13D
("Schedule 13D") relates is the units of limited partnership interest ("Alliance
Capital Units") of Alliance Capital Management L.P., a Delaware limited
partnership ("Alliance Capital"). The address of the principal executive offices
at Alliance Capital is 1345 Avenue of the Americas, New York, New York 10105.
ITEM 2. IDENTITY AND BACKGROUND
This statement is being filed by (i) AXA, 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 and AXA Conseil Vie Assurance Mutuelle, four mutual
insurance companies organized under the laws of France (the "Mutuelles AXA"),
(iv) Claude Bebear (Chairman of the Supervisory 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., a
Delaware corporation ("AXF"), (vi) AXA Client Solutions, LLC, a Delaware limited
liability company whose sole member is AXF ("AXCS"), (vii) The Equitable Life
Assurance Society of the United States, a New York stock life insurance company
("Equitable"), (viii) Equitable Holdings, LLC ("EHLLC"), a New York limited
liability company whose sole member is Equitable, (ix) ACMC, Inc., a Delaware
corporation ("ACMC"), and (x) ECMC, LLC ("ECMC"), a Delaware limited liability
company whose sole member is Equitable Holdings, LLC. AXA, Finaxa, the Mutuelles
AXA, the Trustees, AXF, AXCS, Equitable, EHLLC, ACMC and ECMC are hereinafter
collectively referred to as the "Reporting Persons."
AXA. AXA is a holding company for an international group of insurance
and related financial service companies. The address of AXA's principal business
and office is 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,
Page 17 of 49
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 and AXA
Conseil Vie Assurance 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 and wholly owns Alliance Capital Management Corporation, the general
partner of both Alliance Capital and Alliance Capital Management Holding L.P.
(formerly known as Alliance Capital Management L.P.), a Delaware limited
partnership ("Alliance"). Alliance owns 72,456,232 Alliance Capital Units.
Page 18 of 49
ECMC, ACMC, EHLLC, AXCS and 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 9 hereto. None of the
Reporting Persons nor, to the knowledge of any Reporting Person, any natural
person named in Exhibits 1 through 9 hereto has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of which any such
Reporting Person or person was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See response to Item 4.
ITEM 4. PURPOSE OF TRANSACTION
Alliance was organized as a master limited partnership in 1987 to
succeed to the business of ACMC, a Delaware corporation, which began providing
investment management services in 1971. On April 21, 1988, the business and
substantially all of the operating assets of ACMC were conveyed to Alliance in
exchange for a 1% general partnership interest in Alliance and approximately 55%
of the then outstanding units representing assignments of beneficial ownership
of limited partnership interests in Alliance ("Units"). In December 1991, ACMC
transferred its 1% general partnership interest in Alliance to Alliance Capital
Management Corporation.
Equitable and its subsidiaries have acquired for cash beneficial
ownership of additional Units subsequent to the formation of Alliance in order
to finance sales of shares of mutual funds for which Alliance is the investment
adviser. Additional Units were also acquired by Equitable and its subsidiaries
in order to provide Alliance with additional capital to take advantage of growth
opportunities and strategic global alliances, including Units acquired by
Equitable as consideration for property transferred to Alliance by Equitable and
Units acquired for cash in order to provide capital to Alliance for the
acquisition of Shields Asset Management, Incorporated and its wholly-owned
subsidiary, Regent Investor Services, Incorporated.
Page 19 of 49
Under current tax law, Alliance, as a partnership, generally is not
subject to Federal income tax. However, the tax law in effect prior to August 5,
1997, also provided that, as a consequence of the public trading of Units,
Alliance would have been treated as a corporation for Federal income tax
purposes beginning on January 1, 1998. On June 24, 1997, Alliance announced
plans for a transaction (the "Transaction") involving a merger in which a newly
formed Delaware corporation ("New Co") would have become the general partner of
Alliance and Alliance would have merged with a wholly-owned subsidiary of New
Co, with Alliance as the surviving entity. In such merger, holders of Units
would have exchanged their existing Units for an equal number of shares of Class
A Common Stock of New Co, unless such holders elected to continue as limited
partners in Alliance, which would have ceased to be a publicly traded limited
partnership, or elected to participate in a cash alternative. Following the
Transaction, the Units would have become subject to severe restrictions on
transferability. Alliance also stated that it would not proceed with plans for
the Transaction if, during 1997, it determined that changes in federal tax law
would make it preferable for Alliance to retain its then current ownership form.
On August 5, 1997, The Taxpayer Relief Act of 1997 was signed into law.
It included the option for certain publicly traded partnerships to maintain
partnership tax status and pay a 3.5% tax on partnership gross business income
(the "3.5% tax"). On August 6, 1997, Alliance announced its intention to utilize
this option and remain a publicly traded limited partnership and that it would
not implement the previously announced Transaction.
On April 8, 1999, Alliance issued a press release announcing plans for
a reorganization (the "Reorganization"), which was approved at a special meeting
of Alliance unitholders held on September 22, 1999 and consummated on October
29, 1999. The Reorganization provided for Alliance to reorganize by transferring
its business to Alliance Capital, a newly formed private Delaware limited
partnership, in exchange for Alliance Capital Units and a 1% general partnership
interest in Alliance Capital. Alliance Capital, as a private partnership, is not
subject to the 3.5% tax. Alliance Capital Units are subject to restrictions on
transfer that make them substantially illiquid to ensure that Alliance Capital
is not classified as a publicly traded partnership for federal tax purposes.
Following the Reorganization, Alliance's principal asset is Alliance Capital
Units and Alliance functions solely as a holding company through which public
unitholders continue to own an indirect interest in Alliance's business. The
business previously conducted by Alliance is conducted by Alliance Capital, and
all employees of Alliance have become employees of Alliance Capital with the
same responsibilities. Alliance's general partner also serves as the general
partner of Alliance Capital. Immediately after the Reorganization, Alliance
changed its name to "Alliance Capital Management Holding L.P.", and the new
partnership, Alliance Capital, assumed the name "Alliance Capital Management
L.P."
Page 20 of 49
On September 30, 1999, Alliance commenced an exchange offer pursuant to
which it offered to all of its unitholders the opportunity to exchange their
Units for Alliance Capital Units, on a one-for-one basis. All Alliance
unitholders had the right to retain their existing publicly-traded Units in
Alliance. On October 29, 1999, Alliance announced that it had completed its
exchange offer and consummated the Reorganization. A copy of the press release
is included as Exhibit 13 hereto. According to Alliance, as of the expiration of
the public exchange offer at 12:00 a.m. on October 29, 1999, 4,713,279 Units had
been tendered and accepted for exchange by Alliance. Immediately following the
completion of the public exchange offer, at the close of business on October 29,
1999, Equitable and its subsidiaries exchanged an aggregate of 95,069,125 Units
for an aggregate of 95,069,125 Alliance Capital Units in private transactions on
the same terms as the public exchange offer. In addition, Alliance Capital
Management Corporation exchanged all of its units of general partnership
interest in Alliance for the 1% general partnership interest in Alliance Capital
held by Alliance. Equitable also contributed 100,000 Units to Alliance Capital
Management Corporation, which exchanged such Units for 100,000 units of general
partnership interest in Alliance.
In addition to the exchanges effected in connection with the
Reorganization, the Reporting Persons in the future may acquire or dispose of
additional Units and may acquire or dispose of additional units of Alliance
Capital. The Alliance Capital Units are highly illiquid and the ability of a
holder of Alliance Capital Units to exchange them in the future for Units if it
so desires is substantially limited. In general, transfers of Alliance Capital
Units will be allowed only with the written consent of both Equitable and the
general partner of Alliance Capital . Equitable and the general partner of
Alliance Capital currently intend to refuse to consent to any transfer that is
not described in the safe harbors set forth in the United States Treasury
regulations. One safe harbor would permit exchanges of Alliance Capital Units
for Units only if (i) in any year, the volume of these exchanges represents no
more than 10% of the outstanding Alliance Capital Units (with Alliance Capital
Units held by Equitable and its affiliates, other than Alliance, not being
counted as outstanding) and (ii) an exchange occurs at least 60 days after the
Alliance Capital Unitholder delivers an irrevocable written notice to Alliance
Capital. Only the written consent of Equitable, and not the written consent of
the general partner, is required for a "block transfer" of Alliance Capital
Units by a corporation or other business entity, provided that Alliance Capital
receives an opinion of counsel that Alliance Capital will not be treated as a
publicly-traded partnership for federal income tax purposes as a result of the
transfer. In general, a "block transfer" is the transfer within a 30 day period
by a single holder, or group of related holders, of Alliance Capital Units
representing more than 2% of the outstanding Alliance Capital Units (with
Alliance Capital Units held by Equitable and its affiliates, other than
Alliance, not being counted as outstanding). Alliance may only be able to
deliver freely tradeable Units if at the time of the exchange Alliance has an
effective registration statement available. Alliance is not obligated to
undertake any exchange if the general partner of Alliance determines, in its
sole discretion, that in connection with such exchange Alliance would be
required to
Page 21 of 49
disclose material non-public information which it believes would be
inadvisable to disclose.
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 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 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). AXF has a right of first refusal on transfers of
Restricted Units to third parties (but not on exchanges of Restricted Units for
Units or subsequent transfers of those Units). 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.
Page 22 of 49
Except as set forth in this Schedule 13D, none of the Reporting Persons
has any plans or proposals described in Item 4(a)-(j) of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) & (b) At the close of business on 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, representing 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 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,
Page 23 of 49
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
Capital 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 9
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)
Page 24 of 49
John S. Chalsty 18,000 Units
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 9 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 9 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 this Schedule 13D, on June 21, 2000, AXF purchased
32,619,775 Alliance Capital Units pursuant to the Financing Agreement.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Equitable, Alliance, Alliance Capital and Alliance Capital Management
Corporation, in its capacities as the general partner of Alliance and Alliance
Capital, entered into an Agreement and Plan of Reorganization, dated as of
August 20, 1999,
Page 25 of 49
which superceded the Exchange Agreement, dated as of April 8, 1999 among
Equitable, Alliance and Alliance Capital. Under the Agreement and Plan of
Reorganization, the parties agreed to take certain actions to effect the
Reorganization described in the response to Item 4 above. Pursuant to the
Agreement and Plan of Reorganization, (i) Equitable, on the terms and conditions
stated therein, exchanged, and caused its affiliates who held Alliance Units to
exchange, substantially all of such Units for Alliance Capital Units immediately
following, and subject to the same terms and conditions as, the public exchange
offer, (ii) the general partnership interest in Alliance held by the general
partner of Alliance was converted into a number of general partnership units
determined by dividing the total number of Units outstanding immediately prior
to the conversion by 99, (iii) Equitable and/or its affiliates contributed to
the general partner 100,000 Units, and (iv) the general partner of Alliance
exchanged 100,000 Units for an equal number of units of general partnership
interest in Alliance. A copy of a form of the Exchange Agreement is included as
Exhibit 14 hereto and a copy of the Agreement and Plan of Reorganization is
included as Exhibit 15 hereto.
In connection with the Acquisition, AXF 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 16, a
copy of the Promissory Note is included as Exhibit 17, a copy of the Purchase
Agreement is included as Exhibit 18, and a copy of the Letter Agreement is
included as Exhibit 19.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT NUMBER MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Information with respect to Members of the Management
Board, Supervisory Board and Executive Officers of AXA
(incorporated by reference to Exhibit 1 filed with
Amendment No. 8 to the Statement on Schedule 13D filed
with the Securities and Exchange Commission on June 23,
2000 by the Reporting Persons with respect to the Units
Representing Assignments of Beneficial Ownership of
Limited Partnership Interests of Alliance ("Amendment
No. 8 to the Alliance Schedule 13D")
Exhibit 2 Information with respect to Executive Officers of
Finaxa and Members of Finaxa's Conseil d'Administration
(incorporated by reference to Exhibit 2 filed with
Amendment No. 8 to the Alliance Schedule 13D)
Exhibit 3 Information with respect to Executive Officers of AXA
Assurances I.A.R.D. Mutuelle and Members of AXA
Assurances
Page 26 of 49
EXHIBIT NUMBER MATERIAL TO BE FILED AS EXHIBITS
I.A.R.D. Mutuelle's Conseil d'Administration
(incorporated by reference to Exhibit 3 filed with
Amendment No. 8 to the Alliance Schedule 13D)
Exhibit 4 Information with respect to Executive Officers of AXA
Assurances Vie Mutuelle and Members of AXA Assurances
Vie Mutuelle's Conseil d'Administration (incorporated
by reference to Exhibit 4 filed with Amendment No. 8 to
the Alliance Schedule 13D)
Exhibit 5 Information with respect to Executive Officers of AXA
Courtage Assurance Mutuelle and Members of AXA Courtage
Assurance Mutuelle's Conseil d'Administration
(incorporated by reference to Exhibit 5 filed with
Amendment No. 8 to the Alliance Schedule 13D)
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 (incorporated by reference to Exhibit
6 filed with Amendment No. 8 to the Alliance Schedule
13D)
Exhibit 7 Information with respect to the Executive Officers and
Directors of AXA Financial, Inc. (which is the sole
member of AXA Client Solutions, LLC) (incorporated by
reference to Exhibit 8 filed with Amendment No. 8 to
the Alliance Schedule 13D)
Exhibit 8 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) (incorporated by reference to
Exhibit 9 filed with Amendment No. 8 to the Alliance
Schedule 13D)
Exhibit 9 Information with respect to the Executive Officers and
Directors of ACMC, Inc. (incorporated by reference to
Exhibit 12 filed with Amendment No. 8 to the Alliance
Schedule 13D)
Exhibit 10 Filing Agreement with respect to this Schedule 13D
among the Reporting Persons
Exhibit 11 Powers of Attorney with respect to this Schedule 13D
Page 27 of 49
EXHIBIT NUMBER MATERIAL TO BE FILED AS EXHIBITS
Exhibit 12 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 Statement on Schedule 13D
filed with the Securities and Exchange Commission on
July 29, 1993 by the Reporting Persons with respect to
the Units Representing Assignments of Beneficial
Ownership of Limited Partnership Interests of Alliance)
Exhibit 13 Press Release, dated October 29, 1999, of Alliance
Capital Management L.P. (incorporated by reference to
Exhibit 17 filed with Amendment 7 to the Statement on
Schedule 13D filed with the Securities and Exchange
Commission on October 29, 1999 by the Reporting Persons
with respect to the Units Representing Assignments of
Beneficial Ownership of Limited Partnership Interests
of Alliance)
Exhibit 14 Form of Exchange Agreement, dated as of April 8, 1999,
among The Equitable Life Assurance Society of the
United States, Alliance (formerly known as Alliance
Capital Management L.P.) and Alliance Capital (formerly
known as Alliance Capital Management L.P. II)
(incorporated by reference to Exhibit 18 filed with
Amendment No. 6 to the Statement on Schedule 13 D filed
with the Securities and Exchange Commission on April 9,
1999 by the Reporting Persons with respect to the Units
Representing Assignments of Beneficial Ownership of
Limited Partnership Interests of Alliance)
Exhibit 15 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 1 to Alliance's
Quarterly Report on Form 10-Q filed with the Securities
and Exchange Commission on November 15, 1999)
Exhibit 16 Financing Agreement, dated as of June 20, 2000, between
AXF and Alliance Capital (incorporated by reference to
Exhibit 20 filed with Amendment No. 8 to the Alliance
on Schedule 13D)
Exhibit 17 Promissory Note, dated June 21, 2000, issued by AXF to
Bank of America, N.A. (incorporated by reference to
Exhibit 21 filed with
Page 28 of 49
EXHIBIT NUMBER MATERIAL TO BE FILED AS EXHIBITS
Amendment No. 8 to the Alliance on Schedule 13D)
Exhibit 18 Purchase Agreement, dated as of June 20, 2000, between
AXF, Alliance Capital and SCB (incorporated by
reference to Exhibit 22 filed with Amendment No. 8 to
the Alliance on Schedule 13D)
Exhibit 19 Letter Agreement, dated June 20, 2000, between AXF and
SCB (incorporated by reference to Exhibit 23 filed with
Amendment No. 8 to the Alliance on Schedule 13D)
Exhibit 20 Press Release, dated June 20, 2000, of Alliance
(incorporated by reference to Exhibit 99.1 filed with
the Statement on Form 8-K filed with the Securities and
Exchange Commission on June 21, 2000 by Alliance
Capital with respect to Alliance Capital Units)
Page 29 of 49
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 30, 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
----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
Page 30 of 49
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 30, 2000
AXA FINANCIAL, INC.
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President
and Controller
Page 31 of 49
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 30, 2000
AXA CLIENT SOLUTIONS, LLC
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President
and Controller
Page 32 of 49
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 30, 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 33 of 49
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 30, 2000
EQUITABLE HOLDINGS, LLC
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Authorized Signatory
Page 34 of 49
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 30, 2000
ACMC, INC.
By: /s/ Kevin R. Byrne
-----------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Chief Financial Officer
Page 35 of 49
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 30, 2000
ECMC, LLC
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Authorized Signatory
Page 36 of 49
Exhibit 10
FILING AGREEMENT WITH RESPECT TO SCHEDULE 13D
---------------------------------------------
The undersigned hereby agree that any statement on Schedule 13D to be
filed with the Securities and Exchange Commission by any of the undersigned,
including any amendment thereto, with respect to the Units of Limited
Partnership Interest in Alliance Capital Management L.P., a Delaware limited
partnership, may be filed by AXA Financial, Inc. on behalf of each of the
undersigned.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed as of the 30th day of June, 2000.
AXA FINANCIAL, INC.
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President
and Controller
AXA
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
Page 37 of 49
FINAXA
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA ASSURANCES I.A.R.D. MUTUELLE
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA ASSURANCES VIE MUTUELLE
By: /s/ Alvin H. Fenichel
----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA COURTAGE ASSURANCE MUTUELLE
By: /s/ Alvin H. Fenichel
----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
Page 38 of 49
AXA CONSEIL VIE ASSURANCE MUTUELLE
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
CLAUDE BEBEAR, PATRICE GARNIER
AND HENRI DE CLERMONT-TONNERRE,
AS AXA VOTING TRUSTEES UNDER
THE VOTING TRUST AGREEMENT,
DATED AS OF MAY 12, 1992, WITH AXA
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Attorney-in-Fact
AXA CLIENT SOLUTIONS, LLC
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President
and Controller
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 39 of 49
EQUITABLE HOLDINGS, LLC
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Authorized Signatory
ACMC, INC.
By: /s/ Kevin R. Byrne
-----------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Chief Financial Officer
ECMC, LLC
By: /s/ Alvin H. Fenichel
-----------------------------------
Name: Alvin H. Fenichel
Title: Authorized Signatory
Page 40 of 49
Exhibit 11
Power of Attorney
AXA, a societe anonyme organized under the laws of the Republic of
France, (the "Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Pauline Sherman, Alvin H. Fenichel and Allen J. Zabusky, acting singly,
as the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Corporation and in the name, place and
stead of the Corporation, in any and all capacities, to execute for and on
behalf of the Corporation, all Schedules 13D and 13G and Forms 3, Forms 4 and
Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing") relating to limited partnership units of Alliance Capital Management
Holding L.P. and Alliance Capital Management L.P., both Delaware limited
partnerships. The Corporation hereby grants to such attorneys-in-fact and agents
of the Corporation full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the Corporation might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
AXA
By: /s/ Gerard de la Martiniere
----------------------------------------
Name: Gerard de la Martiniere
Title: Senior Executive Vice President
and Chief Financial Officer
Page 41 of 49
Power of Attorney
Finaxa, a societe anonyme organized under the laws of the Republic of
France, (the "Corporation"), hereby constitutes and appoints each of Richard V.
Silver, Pauline Sherman, Alvin H. Fenichel and Allen J. Zabusky, acting singly,
as the true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for the Corporation and in the name, place and
stead of the Corporation, in any and all capacities, to execute for and on
behalf of the Corporation, all Schedules 13D and 13G and Forms 3, Forms 4 and
Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing") relating to limited partnership units of Alliance Capital Management
Holding L.P. and Alliance Capital Management L.P., both Delaware limited
partnerships. The Corporation hereby grants to such attorneys-in-fact and agents
of the Corporation full power and authority to do and perform each and every act
and thing requisite and necessary to be done, as fully to all intents and
purposes as the Corporation might or could, and hereby ratifies and confirms all
that said attorneys-in-fact and agents of the Corporation or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
Finaxa
By: /s/ Gerard de la Martiniere
----------------------------------------
Name: Gerard de la Martiniere
Title: Directeur General
Page 42 of 49
Power of Attorney
AXA Assurances I.A.R.D. Mutuelle, a mutual insurance company organized
under the laws of the Republic of France, (the "Corporation"), hereby
constitutes and appoints each of Richard V. Silver, Pauline Sherman, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for the Corporation and in the name, place and stead of the Corporation, in any
and all capacities, to execute for and on behalf of the Corporation, all
Schedules 13D and 13G and Forms 3, Forms 4 and Forms 5 as required by the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer
and relevant stock exchanges (individually, each a "Filing") relating to limited
partnership units of Alliance Capital Management Holding L.P. and Alliance
Capital Management L.P., both Delaware limited partnerships. The Corporation
hereby grants to such attorneys-in-fact and agents of the Corporation full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the Corporation
might or could, and hereby ratifies and confirms all that said attorneys-in-fact
and agents of the Corporation or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
AXA Assurances I.A.R.D. Mutuelle
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Directeur General
Page 43 of 49
Power of Attorney
AXA Assurances Vie Mutuelle, a mutual insurance company organized under
the laws of the Republic of France, (the "Corporation"), hereby constitutes and
appoints each of Richard V. Silver, Pauline Sherman, Alvin H. Fenichel and Allen
J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the Corporation and in
the name, place and stead of the Corporation, in any and all capacities, to
execute for and on behalf of the Corporation, all Schedules 13D and 13G and
Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act of 1934,
as amended, and any and all amendments thereto, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, the issuer and relevant stock exchanges
(individually, each a "Filing") relating to limited partnership units of
Alliance Capital Management Holding L.P. and Alliance Capital Management L.P.,
both Delaware limited partnerships. The Corporation hereby grants to such
attorneys-in-fact and agents of the Corporation full power and authority to do
and perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the Corporation might or could, and hereby
ratifies and confirms all that said attorneys-in-fact and agents of the
Corporation or their substitute or substitutes may lawfully do or cause to be
done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
AXA Assurances Vie Mutuelle
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Directeur General
Page 44 of 49
Power of Attorney
AXA Conseil Vie Assurance Mutuelle, a mutual insurance company
organized under the laws of the Republic of France, (the "Corporation"), hereby
constitutes and appoints each of Richard V. Silver, Pauline Sherman, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for the Corporation and in the name, place and stead of the Corporation, in any
and all capacities, to execute for and on behalf of the Corporation, all
Schedules 13D and 13G and Forms 3, Forms 4 and Forms 5 as required by the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer
and relevant stock exchanges (individually, each a "Filing") relating to limited
partnership units of Alliance Capital Management Holding L.P. and Alliance
Capital Management L.P., both Delaware limited partnerships. The Corporation
hereby grants to such attorneys-in-fact and agents of the Corporation full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the Corporation
might or could, and hereby ratifies and confirms all that said attorneys-in-fact
and agents of the Corporation or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
AXA Conseil Vie Assurance Mutuelle
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Directeur General
Page 45 of 49
Power of Attorney
AXA Courtage Assurance Mutuelle, a mutual insurance company organized
under the laws of the Republic of France, (the "Corporation"), hereby
constitutes and appoints each of Richard V. Silver, Pauline Sherman, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for the Corporation and in the name, place and stead of the Corporation, in any
and all capacities, to execute for and on behalf of the Corporation, all
Schedules 13D and 13G and Forms 3, Forms 4 and Forms 5 as required by the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, the issuer
and relevant stock exchanges (individually, each a "Filing") relating to limited
partnership units of Alliance Capital Management Holding L.P. and Alliance
Capital Management L.P., both Delaware limited partnerships. The Corporation
hereby grants to such attorneys-in-fact and agents of the Corporation full power
and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as the Corporation
might or could, and hereby ratifies and confirms all that said attorneys-in-fact
and agents of the Corporation or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Corporation, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Corporation.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
AXA Courtage Assurance Mutuelle
By: /s/ Claude Tendil
-----------------------------------
Name: Claude Tendil
Title: Directeur General
Page 46 of 49
Power of Attorney
Claude Bebear, as a Voting Trustee (the "Trustee"), pursuant to a
Voting Trust Agreement dated as of May 12, 1992, as amended January 22, 1997, by
and among AXA, a societe anonyme organized under the laws of the Republic of
France, and the Voting Trustees identified therein, hereby constitutes and
appoints each of Richard V. Silver, Pauline Sherman, Alvin H. Fenichel and Allen
J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the Trustee and in the
name, place and stead of the Trustee, in any and all capacities, to execute for
and on behalf of the Trustee, all Schedules 13D and 13G and Forms 3, Forms 4 and
Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing") relating to limited partnership units of Alliance Capital Management
Holding L.P. and Alliance Capital Management L.P., both Delaware limited
partnerships. The Trustee hereby grants to such attorneys-in-fact and agents of
the Trustee full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Trustee might or could, and hereby ratifies and confirms all that said
attorneys-in-fact and agents of the Trustee or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Trustee, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
By: /s/ Claude Bebear
-----------------------------------
Name: Claude Bebear
Title: Voting Trustee
Page 47 of 49
Power of Attorney
Patrice Garnier, as a Voting Trustee (the "Trustee"), pursuant to a
Voting Trust Agreement dated as of May 12, 1992, as amended January 22, 1997, by
and among AXA, a societe anonyme organized under the laws of the Republic of
France, and the Voting Trustees identified therein, hereby constitutes and
appoints each of Richard V. Silver, Pauline Sherman, Alvin H. Fenichel and Allen
J. Zabusky, acting singly, as the true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for the Trustee and in the
name, place and stead of the Trustee, in any and all capacities, to execute for
and on behalf of the Trustee, all Schedules 13D and 13G and Forms 3, Forms 4 and
Forms 5 as required by the Securities Exchange Act of 1934, as amended, and any
and all amendments thereto, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, the issuer and relevant stock exchanges (individually, each a
"Filing") relating to limited partnership units of Alliance Capital Management
Holding L.P. and Alliance Capital Management L.P., both Delaware limited
partnerships. The Trustee hereby grants to such attorneys-in-fact and agents of
the Trustee full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as the Trustee might or could, and hereby ratifies and confirms all that said
attorneys-in-fact and agents of the Trustee or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Trustee, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
By: /s/ Patrice Garnier
---------------------------------------
Name: Patrice Garnier
Title: Voting Trustee
Page 48 of 49
Power of Attorney
Henri de Clermont-Tonnerre, as a Voting Trustee (the "Trustee"),
pursuant to a Voting Trust Agreement dated as of May 12, 1992, as amended
January 22, 1997, by and among AXA, a societe anonyme organized under the laws
of the Republic of France, and the Voting Trustees identified therein, hereby
constitutes and appoints each of Richard V. Silver, Pauline Sherman, Alvin H.
Fenichel and Allen J. Zabusky, acting singly, as the true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for the Trustee and in the name, place and stead of the Trustee, in any and all
capacities, to execute for and on behalf of the Trustee, all Schedules 13D and
13G and Forms 3, Forms 4 and Forms 5 as required by the Securities Exchange Act
of 1934, as amended, and any and all amendments thereto, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, the issuer and relevant stock exchanges
(individually, each a "Filing") relating to limited partnership units of
Alliance Capital Management Holding L.P. and Alliance Capital Management L.P.,
both Delaware limited partnerships. The Trustee hereby grants to such
attorneys-in-fact and agents of the Trustee full power and authority to do and
perform each and every act and thing requisite and necessary to be done, as
fully to all intents and purposes as the Trustee might or could, and hereby
ratifies and confirms all that said attorneys-in-fact and agents of the Trustee
or their substitute or substitutes may lawfully do or cause to be done by virtue
hereof.
The undersigned acknowledges that the foregoing attorneys-in-fact and
agents of the Trustee, in serving in such capacity at the request of the
undersigned, are not assuming any of the undersigned's responsibilities to
comply with Section 13(d) and Section 16 of the Securities Exchange Act of 1934.
The powers hereby conferred upon the said attorneys-in-fact and agents
shall continue in force until notice of the revocation of this Power of Attorney
has been received by the said attorneys-in-fact and agents of the Trustee.
IN WITNESS WHEREOF, the undersigned has hereunto subscribed this Power
of Attorney this 30th day of June, 2000.
By: /s/ Henri de Clermont-Tonnerre
------------------------------------
Name: Henri de Clermont-Tonnerre
Title: Voting Trustee
Page 49 of 49
