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) August 12, 1994 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 Number) 1345 Avenue of the Americas, New York, New York 10105 - - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) 212-969-1000 - - -------------------------------------------------------------------------------- (Registrant's telephone number including area code) 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 August 12, 1994 Alliance Capital Management L.P. ("Partnership") issued a convertible note in the principal amount of $50 million ("Note") to Banco Bilbao Vizcaya, S.A. ("BBV") pursuant to the Convertible Note Purchase Agreement dated August 11, 1994 ("Agreement") between the Partnership and BBV. The Note is convertible into Units of the Partnership if a Spanish regulatory approval is obtained on or before September 29, 1994. The number of Units into which the Note is convertible is equal to the quotient obtained by dividing $50 million by the smaller of (i) $20.15, or (ii) the weighted average sale price for all sales of Units on the consolidated reporting system for the New York Stock Exchange for the 30 trading days immediately preceding September 1, 1994. If the Spanish regulatory approval is not obtained on or before September 29, 1994 the Partnership must repay the Note plus interest at a rate based on the rate at which overnight deposits are offered in the London interbank market. Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable. Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits The Agreement. - 2 - 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: August 18, 1994 By: Alliance Capital Management Corporation, General Partner By: /s/ John D. Carifa ---------------------------------- John D. Carifa President and Chief Operating Officer 1536e