As filed with the Securities and Exchange Commission on March 10, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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Alliance Capital Management 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.
Century Club 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
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Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered* Share** Price** Fee***
- --------------------------------------------------------------------------------------------------------
Units Representing 400,000 Units $51.91 $20,762,500 $6,125
Assignments of Beneficial
Ownership of Limited
Partnership Interests............
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* Plus an indeterminate number of additional Units which may be offered and
issued to prevent dilution resulting from Unit splits, Unit dividends or
similar transactions.
** Estimated pursuant to Rule 457 of the General Rules and Regulations under
the Securities Act of 1933 solely for the purpose of computing the
registration fee, based on the average of the high and low sale prices of
the securities being registered hereby on the Composite Tape on
March 6, 1998.
*** On July 12, 1993, registration fees of $21,500 were paid with respect to
the 3,200,000 Units registered pursuant to Registration Statement No.
33-65932. Additional fees of $6,125 with respect to the additional
400,000 Units registered pursuant to this Registration Statement are
being paid on the date hereof pursuant to Instruction E of Form S-8.
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REGISTRATION OF ADDITIONAL SECURITIES
Alliance Capital Management L.P. (the "Registrant") hereby
files this Registration Statement with the Securities and Exchange Commission
(the "Commission") on Form S-8 to increase the number of Units Representing
Assignments of Beneficial Ownership of Limited Partnership Interests in the
Registrant ("Units") authorized to be issued under the Registrant's Century
Club Plan (the "Plan") by 400,000 Units 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.
The contents of the Registrant's Registration Statement on Form S-8, except
for Items 3 and 8, with respect to the Plan, Registration No. 33-65932, filed
with the Securities and Exchange Commission on July 12, 1993, are hereby
incorporated by reference pursuant to Instruction E of Form S-8.
PART II
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, 1996;
(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, 1996;
(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.
EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit No.
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5.1 Opinion of David R. Brewer, Jr., Esq.
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
23.2 Consent of Independent Auditors
24 Powers-of-Attorney
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 10TH DAY OF
MARCH 1998.
ALLIANCE CAPITAL MANAGEMENT L.P.
By: Alliance Capital Management Corporation,
General Partner
By: /s/ Dave H. Williams
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Name: Dave H. Williams
Title: Chairman
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON
THE 10TH DAY OF MARCH, 1998.
Signature Title
- --------- ------
/s/ Dave H. Williams
- ----------------------------- Chief Executive Officer (Principal
Dave H. Williams Executive Officer), Chairman of
the Board and Director
/s/ Robert H. Joseph, Jr.
- ----------------------------- Senior Vice President and Chief
Robert H. Joseph, Jr. Financial Officer (Principal
Financial Officer)
/s/ Gerard Friscia
- ----------------------------- Senior Vice President and
Gerard Friscia Controller (Principal Accounting
Officer)
/s/ David R. Brewer, Jr.
- ----------------------------- Senior Vice President and General
David R. Brewer, Jr. Counsel
/s/ Bruce W. Calvert
- ----------------------------- Vice Chairman and Chief
Bruce W. Calvert Investment Officer, Director
/s/ John d. Carifa
- ----------------------------- President and Chief Operating
John D. Carifa Officer, Director
*
- ----------------------------- Director
Claude Bebear
*
- ----------------------------- Director
Donald H. Brydon
*
- ----------------------------- Director
Henri de Castries
*
- ----------------------------- Director
Kevin C. Dolan
*
- ----------------------------- Director
Denis Duverne
*
- ----------------------------- Vice Chairman and Director
Alfred Harrison
*
- ----------------------------- Director
Benjamin D. Holloway
*
- ----------------------------- Director
Joseph J. Melone
*
- ----------------------------- Director
Frank Savage
*
- ----------------------------- Director
Stanley B. Tulin
*
- ----------------------------- Director
Reba W. Williams
*
- ----------------------------- Director
Robert B. Zoellick
* By: /s/ David R. Brewer, Jr.
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(David R. Brewer, Jr., Esq., Attorney-in-fact)
INDEX TO EXHIBITS
The following is a complete list of exhibits filed as part of
this Registration Statement:
Exhibit Sequentially
Number Exhibit Numbered Page
- ------- ------- -------------
5.1 Opinion of David R. Brewer, Jr., Esq. 8
23.1 Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5.1)
23.2 Consent of Independent Auditors 9
24 Powers-of-Attorney 10