As filed with the Securities and Exchange Commission on November 6, 2000
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------------
Alliance Capital Management Holding L.P.
(Exact Name of issuer as specified in its charter)
Delaware 6282 13-3434400
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification No.) Identification No.)
1345 Avenue of the Americas
New York, NY 10105
(212) 969-1000
(Address of principal executive offices)
---------------------------
Alliance Capital Management L.P.
Annual Elective Deferral Plan
(Full title of the Plan)
---------------------------
David R. Brewer, Jr., Esq.
Alliance Capital Management L.P.
1345 Avenue of the Americas
New York, NY 10105
(Name and address of agent for service)
Telephone number, including area code, of agent
for service: (212) 969-1000
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered (1) Registered Share Price Fee
Units Representing *(2) *(2) $30,000,000 $7,920
Assignments of Beneficial
Ownership of Limited
Partnership Interests.....
========================== ============== ========== ============ =============
(1) This registration statement is being filed to register the units (the
"Units") representing assignment of beneficial ownership of limited
partnership interests in Alliance Capital Management Holding L.P.
("Registrant"), which will be offered under the Alliance Capital Management
L.P. Annual Elective Deferral Plan (the "Plan"), which covers employees of
Alliance Capital Management L.P., a subsidiary of the Registrant and its
subsidiaries. The Plan provides for which may be applied toward to purchase
of Units.
(2) This is a "dollar-for-dollar" registration. The number of Units and
proposed maximum offering price are not determinable at this point. The
Registrant will offer up to $30,000,000 worth of Units, but the actual
number of Units and maximum offering price per Unit will be determined
pursuant to formulas provided in the Plan based on future market prices for
the Units. Since the market prices are subject to fluxuation, the number of
Units and maximum offering price per Unit will not be determinable until a
future date when the Units are allocated under the Plan. However, the
maximum aggregate purchase price that will be paid by Plan participants for
all Units offered pursuant to this Registration Statement under the Plan
being registered hereunder (i.e., the maximum aggregate offering price)
will be $30,000,000. This registration statement shall also register an
indeterminate number of additional Units which may be offered and issued to
prevent dilution resulting from Unit splits, Unit dividends or similar
transactions.
PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "1933 Act"), and are incorporated
herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided to participants pursuant to this
Item is set forth in the Prospectus for the Alliance Capital Management L.P.
Annual Elective Deferral Plan (the "Plan").
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Alliance Capital Management Holding L.P. (the "Registrant") hereby files
this Registration Statement with the Securities and Exchange Commission (the
"Commission") on Form S-8 to register an indeterminate number of Units
Representing Assignments of Beneficial Ownership of Limited Partnership
Interests in the Registrant ("Units"), for issuance pursuant to the Alliance
Capital Management L.P. Annual Elective Deferral Plan (the "Plan") and such
indeterminate number of additional Units which may be offered and issued to
prevent dilution resulting from Unit splits, Unit dividends or similar
transactions pursuant to the Plan.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Registrant hereby incorporates herein by reference the following
documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(2) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999;
(3) The description of the Units contained in the Registration Statement on
Form 8-A dated January 18, 1988, filed under the Exchange Act, including any
amendment thereto or report filed for the purpose of updating such description;
and
(4) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered herein have been sold or which
deregisters all securities then remaining unsold.
Any statement contained herein or made in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
See Item 3(3) above.
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) dated as of November 19, 1987, as amended
(the "Partnership Agreement") is set forth in Section 6.9 of the Partnership
Agreement. The Registrant has granted
3
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 capacities.
EXHIBITS
The following is a complete list of exhibits filed as part of this
Registration Statement:
Exhibit No.
- -----------
5 Opinion of David R. Brewer, Jr., Esq.
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Powers-of-Attorney
99 Copy of Alliance Capital Management L.P. Annual Elective Deferral
Plan
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
1933 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)(1)(ii) do not apply if the
information 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 the
registration statement.
(2) that, for the purpose of determining any liability under the 1933 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; and
(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 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act (and, where applicable, each filing of an employee
benefit plan's Annual Report pursuant to Section 15(d)
4
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 therein, 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 1933 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 Commission such
indemnification is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
5
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, 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 THIS 6th DAY OF NOVEMBER 2000.
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
By: Alliance Capital Management Corporation,
General Partner
By: /s/ Bruce W. Calvert
------------------------------------------------
Name: Bruce W. Calvert
Title: Vice Chairman and Chief Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED ON THE 6th DAY OF NOVEMBER 2000 BY THE FOLLOWING
PERSONS IN THEIR CAPACITIES AS DIRECTORS AND OFFICERS OF ALLIANCE CAPITAL
MANAGEMENT CORPORATION, THE GENERAL PARTNER OF THE REGISTRANT.
Signature Title
/s/ Dave H. Williams
- ------------------------------
Dave H. Williams Chairman of the Board and
Director
/s/ Bruce W. Calvert
- ------------------------------
Bruce W. Calvert Vice Chairman and Chief
Executive Officer, Director
(Principal Executive Officer)
/s/ John D. Carifa
- ------------------------------
John D. Carifa President and Chief Operating
Officer, Director
/s/ Lewis A. Sanders
- ------------------------------
Lewis A. Sanders Vice Chairman and Chief Investment Officer,
Director
/s/ Robert H. Joseph, Jr.
- ------------------------------
Robert H. Joseph, Jr. Senior Vice President and Chief
Financial Officer (Principal Financial Officer
and Principal Accounting Officer)
/s/ David R. Brewer, Jr.
- ------------------------------
David R. Brewer, Jr. Senior Vice President and General
Counsel
6
- ------------------------------ Director
Donald H. Brydon
- ------------------------------ Director
Henri de Castries
- ------------------------------ Director
Kevin C. Dolan
- ------------------------------ Director
Denis Duverne
*
- ------------------------------ Vice Chairman and Director
Alfred Harrison
- ------------------------------ Director
Herve Hatt
/s/ Michael Hegarty
- ------------------------------ Director
Michael Hegarty
/s/ Roger Hertog
- ------------------------------ Vice Chairman and Director
Roger Hertog
*
- ------------------------------ Director
Benjamin D. Holloway
*
- ------------------------------ Director
W. Edwin Jarmain
/s/ Edward D. Miller
- ------------------------------ Director
Edward D. Miller
/s/ Peter D. Noris
- ------------------------------ Director
Peter D. Noris
7
/s/ Frank Savage
- ------------------------------ Director
Frank Savage
- ------------------------------ Director
Peter J. Tobin
/s/ Stanley B. Tulin
- ------------------------------ Director
Stanley B. Tulin
/s/ Reba W. Williams
- ------------------------------ Director
Reba W. Williams
*
- ------------------------------ Director
Robert B. Zoellick
* By:
---------------------------------------------
(David R. Brewer, Jr., Esq., Attorney-in-fact)
8
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of this Registration
Statement:
Exhibit
Number Exhibit
- -------- -------------------------------------------------------------------
5 Opinion of David R. Brewer, Jr., Esq.
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5)
23.2 Consent of Independent Auditors
24 Powers-of-Attorney
99 Copy of Alliance Capital Management L.P. Annual Deferral Election
Plan
9