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) February 29, 1996 ALLIANCE CAPITAL MANAGEMENT L.P. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-9818 13-3434400 - -------------------------------------------------------------------------------- (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 - -------------------------------------------------------------------------------- (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 On February 29, 1996 Alliance Capital Management L.P. ("Partnership") acquired the business of Cursitor-Eaton Asset Management Company and Cursitor Holdings Limited (collectively, "Cursitor") in exchange for 1,764,115 Units, $84.9 million in cash, notes in the aggregate principal amount of $21.5 million which are payable ratably 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. A new subsidiary of the Partnership, Cursitor Alliance LLC ("Cursitor Alliance"), was formed to combine Cursitor's global asset allocation services with the Partnership's international and global equity management, which is characterized by a stock selection philosophy, and with the Partnership's Dimensional Trust Management subsidiary, a manager of global small-capitalization index funds. Senior management of Cursitor owns a minority equity interest in Cursitor Alliance. Item 3. BANKRUPTCY OR RECEIVERSHIP Not applicable. Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT Not applicable. Item 5. OTHER EVENTS Not applicable. Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS Not applicable. - 2 - Item 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired It is impracticable to file the required financial statements of Cursitor at this time. The required financial statements of Cursitor will be filed as soon as practicable, but not later than 60 days after the date this report is filed. (b) Pro Forma Financial Information It is impracticable to file the required pro forma financial information for the acquisition of Cursitor at this time. The required pro forma financial information will be filed as soon as practicable, but not later than 60 days after the date this report is filed. (c) Exhibits None. 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: March 6, 1996 By: Alliance Capital Management Corporation, General Partner By: /s/ John D. Carifa ---------------------------- John D. Carifa President