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) December 28, 1995 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 Alliance Capital Management L.P. ("Partnership") has entered into an agreement to acquire the business of Cursitor-Eaton Asset Manage- ment Company and Cursitor Holdings Limited (collectively, "Cursitor"), for an aggregate value of $141.5 million consisting of 1,764,115 Units and cash, part of which cash will be payable over the next four years, and substantial additional consideration which will be determined at a later date. Cursitor, an international investment management firm with offices in London, Paris and Boston, manages approximately $10 billion in assets for both U.S. and non-U.S. institutions, mainly pension plans. Cursitor's investment style is global asset allocation: investing client funds in stocks or bonds of the world's principal capital markets. The acquisition of Cursitor will result in the formation of a new subsidiary of the Partnership which will be called Cursitor Alliance LLC. It will combine Cursitor's global asset allocation services with the Partnership's international and global equity management, which is characterized by a stock selection philos- ophy, and with the Partnership's Dimensional Asset Management subsid- iary, a manager of global small-capitalization index funds. Senior management of Cursitor will retain a minority interest in Cursitor Alliance. The transaction is subject to the receipt of consents, regulatory approvals and certain other closing conditions, including client approval of the transfer of Cursitor accounts. Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable. - 2 - Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired Not applicable. (b) Pro Forma Financial Information Not applicable. (c) Exhibits Not applicable. 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: January 15, 1996 By: Alliance Capital Management Corporation, General Partner By: /s/ John D. Carifa -------------------------- John D. Carifa President and Chief Operating Officer 3295kv