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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) OCTOBER 2, 2000
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ALLIANCE CAPITAL MANAGEMENT L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 000-29961 13-4064930
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1345 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-969-1000
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
Item 5. OTHER EVENTS
On October 2, 2000 Alliance Capital Management L.P. ("Alliance Capital")
completed the acquisition of the business and assets of Sanford C. Bernstein
Inc. ("Bernstein") for $1.4754 billion in cash and 40.8 million newly issued
private limited partnership units of Alliance Capital.
On October 2, 2000 a wholly-owned subsidiary of Alliance Capital
purchased 1,000,000 units of Alliance Capital Management Holding L.P. ("Alliance
Holding") for $47,560,000.00 in a private transaction. The Alliance Holding
units will be used to fund awards to be granted under a new deferred
compensation plan to be established in connection with Alliance Capital's
acquisition of the business and assets of Bernstein and under Alliance Capital's
existing deferred compensation plan, known as the Alliance Partners Compensation
Plan.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibit
99.2 Press Release dated October 2, 2000
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ALLIANCE CAPITAL MANAGEMENT L.P.
Dated: October 3, 2000 By: Alliance Capital Management
Corporation, General Partner
By: /s/ DAVID R. BREWER, JR.
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David R. Brewer, Jr.
Senior Vice President and
General Counsel
EXHIBIT 99.2
[GRAPHIC OMITTED][GRAPHIC OMITTED]
FOR IMMEDIATE RELEASE:
Contacts: Karen Caddick (Investor Relations) Shira Zackai (Media)
(212) 969-6414 (212) 969-6387
investor_relations@acml.com shira_zackai@acml.com
ALLIANCE CAPITAL MANAGEMENT ANNOUNCES
CLOSE OF THE ACQUISITION OF SANFORD C. BERNSTEIN INC.
NEW YORK, NY, OCTOBER 2, 2000 - Alliance Capital Management L.P.
("Alliance Capital"), Alliance Capital Management Holding L.P. ("Alliance
Holding") (NYSE: AC) and Sanford C. Bernstein Inc. ("Bernstein") announced today
the completion of the acquisition of the assets and liabilities of Bernstein by
Alliance Capital, previously announced on June 20, 2000. The purchase price
consisted of a payment to Bernstein of $1.4754 billion in cash and 40.8 million
newly issued private limited partnership units of Alliance Capital, for an
aggregate current value of approximately $3.5 billion.
ALLIANCE CAPITAL AND BERNSTEIN COMBINED HIGHLIGHTS
As of June 30, 2000
o Assets under management: $470 billion
o Annual revenues: $3 billion (six month period, annualized)
o Worldwide employees: 4,000, including 530 investment professionals
o 2,600 institutional client accounts
o 15,000 private client relationships
o 6.1 million worldwide mutual fund shareholder accounts
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Bruce W. Calvert, Chief Executive Officer of Alliance Capital,
commented, "Alliance Capital's combination with Bernstein achieves a logical
strategic fit for both organizations. Alliance Capital's strength as a
recognized leader in the growth style of investing and Bernstein's strength in
the value style, allows us to effectively compete for virtually any investment
assignment worldwide. Furthermore, we now serve a broader range of individual
investors, including high net-worth clients, with an expanded array of
investment products."
"Our complementary investment research capabilities - we now have 250
research analysts globally - will provide expanded investment options for all of
our clients. The scale and balance of the combined firms should lead to high
client satisfaction and therefore faster and more predictable growth than either
firm might achieve independently." said Lewis A. Sanders, the newly named Vice
Chairman and Chief Investment Officer of Alliance Capital.
John D. Carifa, President and Chief Operating Officer, added, "During
the three months since announcing the merger, we have established plans and
priorities for realizing the expected revenue synergies. Management and
organizational responsibilities are settled. The two firms are quickly becoming
one firm, and the interpersonal dynamics are very positive."
FORWARD LOOKING STATEMENTS
Certain statements included in this release are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements are subject to risks, uncertainties,
and other factors that could cause actual results to differ materially from
future results expressed or implied by such forward-looking statements.
The most significant of such factors include but are not limited to, the
following: the performance of financial markets, the investment performance of
Alliance Capital's sponsored investment products
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and separately managed accounts, general economic conditions, future
acquisitions, competitive conditions, and government regulations, including
changes in tax rates.
Alliance Capital and Alliance Holding caution readers to carefully
consider such factors. Further, such forward-looking statements speak only as of
the date on which such statements are made; Alliance Capital and Alliance
Holding undertake no obligation to update any forward-looking statements to
reflect events or circumstances after the date of such statements.
ABOUT ALLIANCE CAPITAL
Alliance Capital, a leading global investment management firm, is the
largest manager of actively-managed U.S. equity assets for U.S. pension funds
and non-profit organizations. Alliance Capital advises assets for many of the
largest U.S. public and private employee benefit plans, foundations, public
employee retirement funds, pension funds, endowments, banks, insurance companies
and high net worth individuals worldwide. Alliance Capital is also one of the
largest mutual fund sponsors, with a diverse family of globally distributed
mutual fund portfolios.
Alliance Capital Management Holding L.P. owns approximately 30% of the
units representing beneficial ownership of limited partnership interests in
Alliance Capital. AXA Financial, Inc. owns partnership interests in Alliance
Holding of 2% and in Alliance Capital of 53%, amounting to an approximate 53%
economic interest in Alliance Capital. AXA Group, which has operations in
approximately 60 countries, holds a 60% interest in AXA Financial, Inc.
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