As filed with the Securities and Exchange Commission on July 13,
1994.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLIANCE CAPITAL MANAGEMENT L.P.
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(Exact Name of Registrant as specified in its charter)
Delaware 13-3434400
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(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. Profit Sharing Plan
for Former Employees of
Equitable Capital Management Corporation
----------------------------------------------------
(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
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(Name and address of agent for service)
(212) 969-1000
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(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee
Units Representing
Assignments of 50,000
Beneficial Units $20.44 (1) $1,022,000 $352.41
Ownership of
Limited Partner-
ship Interests
Interests in
the Plan (2) N/A N/A N/A
(1) In accordance with Rule 457(h) under the Securities Act of
1933, the filing fee is based on the maximum number of the
Registrant's securities issuable under the employee benefit
plan covered by this registration statement. The proposed
maximum offering price per Unit is estimated on the basis of
the average of the highest and lowest reported sales price of
the Units as reported for New York Stock Exchange composite
transactions on July 7, 1994 solely for the purpose of
calculating the registration fee pursuant to Rule 457(h).
(2) Pursuant to Rule 416(c) under the Securities Act, this
Registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee
benefit plan described herein.
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 and the Alliance
Capital Management L.P. Profit Sharing Plan for Former Employees
of Equitable Capital Management Corporation (the "Plan") with the
Securities and Exchange Commission:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 1993 and the
Registrant's Annual Report to Unitholders for the
fiscal year ended December 31, 1993;
(b) The Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 1994;
(c) The Annual Report of the Plan on Form 11-K for the
period July 23, 1993 (inception of the Plan)
through December 31, 1993; and
(d) 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 each of the Registrant and the Plan
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 plan interests 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, such interest 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. Profit Sharing Plan
for Former Employees of Equitable Capital Management
Corporation
5.1 Opinion of David R. Brewer, Jr., Esq.
5.2 Internal Revenue Service determination letter that the
Plan is qualified under Section 401 of the Internal
Revenue Code1
24.1 Consent of David R. Brewer, Jr., Esq. (included in
Exhibit 5.1)
24.2 Consent of KPMG Peat Marwick
25 Powers-of-Attorney
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant and the Plan hereby
undertake:
(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; and
(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 or the Plan pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
____________________
1. In accordance with Item 8(b) of Form S-8, the Registrant
undertakes that it has submitted the Plan to the Internal
Revenue Service ("IRS") in a timely manner and will make all
changes required by the IRS in order to qualify the Plan
under Section 401 of the Internal Revenue Code.
(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) 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 each
filing of the 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.
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 June 30, 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
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/s/Dave H. Williams Chairman of the June 30, 1994
- -------------------- Board and Chief
Dave H. Williams Executive Officer
of the General
Partner
/s/Myles R. Itkin Chief Financial June 30, 1994
- -------------------- Officer of the
Myles R. Itkin General Partner
Majority of Directors:
James M. Benson*
Bruce W. Calvert*
John D. Carifa*
Henri de Castries
Jerry M. de St. Paer
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*
Dave H. Williams*
Reba White Williams*
*By: /s/David R. Brewer, Jr. June 30, 1994
----------------------
David R. Brewer, Jr.
Attorney-in-fact
/s/Robert H. Joseph, Jr. Senior Vice June 30, 1994
- -------------------------- President-
Robert H. Joseph, Jr. Finance and
Chief
Accounting
Officer of
the General
Partner
Pursuant to the requirements of the Securities Act of
1993, a majority of the members of the Committee who administer
the Plan have 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
June 30, 1994.
/s/Dave H. Williams
-----------------------
Dave H. Williams
/s/Bruce W. Calvert
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Bruce W. Calvert
/s/John D. Carifa
-----------------------
John D. Carifa
-----------------------
Alfred Harrison
EXHIBIT INDEX
Sequential
Exhibit No. Page No.
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4 Alliance Capital Management
L.P. Profit Sharing Plan for
Former Employees of Equitable
Capital Management Corporation
5.1 Opinion of David R. Brewer,
Jr., Esq.
24 Consent of KPMG Peat Marwick
25 Powers of Attorney