As filed with the Securities and Exchange Commission on February 24, 1994.
Registration No.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIANCE CAPITAL MANAGEMENT L.P.
------------------------------------------------------
(Exact Name of Registrant as specified in its charter)
DELAWARE 13-3434400
- -------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1345 Avenue of the Americas, New York, NY 10105
- ----------------------------------------- --------------------
(Address of Principal Executive Offices) (Zip Code)
Alliance Capital Management L.P.
Shields/Regent Retention Unit Bonus Plan
-------------------------------------------
(Full Title of the plan)
David R. Brewer, Jr.
Senior Vice President &
General Counsel
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, New York 10105
------------------------------------------------------------
(Name and address of agent for service)
(212) 969-1000
------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per unit price fee
- -------------------------------------------------------------------------------------------------------
Units Representing
Assignments of
Beneficial Ownership 750,000 Units $23.25 $17,437,500 $6,012.97
of Limited Partner-
ship Interests
- -------------------------------------------------------------------------------------------------------
PART 2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Incorporated herein by reference are the following documents
previously filed by the Registrant with the Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1992, the Registrant's Form 10-K/A dated
May 28, 1993 and the Registrant's Annual Report to Unitholders
for the fiscal year ended December 31, 1992;
(b) The Registrant's Current Report on Form 8-K dated February 4,
1993, the Registrant's Current Report on Form 8-K dated March 22,
1993, the Registrant's Current Report on Form 8-K dated
August 10, 1993, the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended March 31, 1993, the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1993 and the Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended September 30, 1993; and
(c) The description of the Units representing Assignments of
Beneficial Ownership of Limited Partnership Interests in the
Partnership ("Units") contained in the Registration Statement on
Form 8-A dated January 18, 1988, filed under the Securities
Exchange Act of 1934, as amended, (the "Exchange Act"), and
Amendment No. 1 thereto filed on Form 8 dated March 31, 1988.
In addition, incorporated herein by reference are all documents
hereafter filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered in connection herewith have been
sold or which deregisters all securities offered in connection herewith then
remaining unsold, and such documents shall be deemed to be a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities offered hereby will be passed upon for
the Registrant by David R. Brewer, Jr., Senior Vice President and General
Counsel of Alliance Capital Management Corporation, the general partner of the
Registrant (the "General Partner"). As of the date of this Registration
Statement, the fair market value of securities of the Registrant, including
options, beneficially owned by Mr. Brewer exceeds $50,000 and, accordingly, is
deemed to represent a substantial interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
permits a limited partnership to indemnify and hold harmless any partner or
other person from and against any and all claims whatsoever, subject to such
standards and restrictions, if any, as set forth in its partnership agreement.
Provision for indemnification under the Registrant's Agreement of Limited
Partnership (As Amended and Restated) (the "Partnership Agreement") is set forth
in Section 6.9 of the Partnership Agreement. The Registrant has granted broad
rights of indemnification to officers of the General Partner and to employees of
the Registrant. In addition, the Registrant has assumed indemnification
obligations previously extended by the predecessor of the General Partner to its
directors, officers and employees. The foregoing indemnification provisions are
not exclusive, and the Registrant is authorized to enter into additional
indemnification arrangements.
The Registrant maintains an insurance policy insuring the directors
and officers of the General Partner against certain acts and omissions while
acting in their official capacity.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4 Alliance Capital Management L.P. Shields/Regent Retention Unit
Bonus Plan Form of Restricted Limited Partnership Units
Acquisition Agreement
2
5.1 Opinion of David R. Brewer, Jr., Esq.
5.2 Opinion of Morris, Nichols, Arsht & Tunnell
24.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
24.2 Consent of Morris, Nichols, Arsht & Tunnell (included in Exhibit
5.2)
24.3 Consent of KPMG Peat Marwick
25 Powers-of-Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) to include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events
arising after the effective date of this Registration
Statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,
represent a fundamental change in the information set
forth in this Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(l)(ii) do
not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
3
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered herein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in The City of New York, State of New York, on February 23, 1994.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management
Corporation, General Partner
By: /s/ DAVE H. WILLIAMS
----------------------------
Dave H. Williams
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ DAVE H. WILLIAMS Chairman of the February 23, 1994
- -------------------- Board and Chief
Dave H. Williams Executive Officer
of the
General Partner
/s/ JOHN D. CARIFA Director, February 23, 1994
- -------------------- President,
John D. Carifa Chief Operating
Officer and Chief
Financial Officer
of the
General Partner
5
Majority of Directors:
James M. Benson*
Bruce W. Calvert
Henri de Castries
Christophe Dupont-Madinier*
Alfred Harrison*
Jean-Pierre Hellebuyck*
Benjamin D. Holloway*
Henri Hottinguer
Richard H. Jenrette
Joseph J. Melone*
Brian S. O'Neil*
Frank Savage*
Peter G. Smith*
Madelon DeVoe Talley*
Reba White Williams*
*By: /s/ DAVID R. BREWER, JR. February 23, 1994
-------------------------
David R. Brewer, Jr.
Attorney-in-fact
/s/ ROBERT H. JOSEPH, JR. Senior Vice February 23, 1994
- ------------------------- President
Robert H. Joseph, Jr. and Chief
Accounting
Officer of
the General
Partner
6
EXHIBIT INDEX
Sequential
Exhibit No. Page No.
----------- ----------
4 Alliance Capital Management L.P.
Shields/Regent Retention Unit Bonus
Plan Form of Restricted Limited
Partnership Units Acquisition
Agreement
5.1 Opinion of David R. Brewer, Jr., Esq.
5.2 Opinion of Morris, Nichols, Arsht &
Tunnell
24.3 Consent of KPMG Peat Marwick
25 Powers of Attorney
7