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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): October 1, 1999
ALLIANCE CAPITAL MANAGEMENT L.P.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-9818 13-3434400
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation or Organization) Identification No.)
1345 Avenue of the Americas
New York, New York 10105
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(Address of Principal Executive Offices) (Zip Code)
(212) 969-1000
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(Registrant's telephone number, including area code)
None
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. Other Events.
As previously announced, at a special meeting of unitholders held on
September 22, 1999, the unitholders of Alliance Capital Management L.P.
("Alliance Holding") approved both the transfer of Alliance Holding's business
to Alliance Capital Management L.P. II ("Alliance Capital"), a newly-formed
private limited partnership, in exchange for all units of Alliance Capital and
the amendment and restatement of Alliance Holding's partnership agreement. In
connection with the reorganization, Alliance Holding is offering to its
unitholders the opportunity to exchange Alliance Holding units for Alliance
Capital units on a one-for-one basis.
On September 29, 1999, R.S.M. Inc. and Mel Mohr, trustee for the Irene
Mohr Revocable Trust (the "Plaintiffs"), on behalf of themselves and other
unitholders of Alliance Holding, filed a purported class action complaint in
the Court of Chancery of the State of Delaware in and for New Castle County
(the "Court") against Alliance Holding, Alliance Capital, Alliance Capital
Management Corporation (the "General Partner"), Dave H. Williams, Bruce W.
Calvert, Robert H. Joseph, Jr. and John D. Carifa (together with Alliance
Holding, Alliance Capital and the General Partner, the "Defendants").
The complaint seeks, among other things, to: (1) declare the action to be
a proper class action and to designate Plaintiffs as representatives of the
class and their counsel as class counsel; (2) declare that the amended and
restated agreement of limited partnership of Alliance Holding was not adopted
by the vote of partners and unitholders required under the existing Alliance
Holding partnership agreement; (3) enjoin the consummation of the
reorganization and the exchange offer; (4) direct Defendants to pay to
Plaintiffs and the class all damages allegedly caused to them and to account
for all profits and any special benefits obtained by Defendants as a result of
their allegedly unlawful conduct; and (5) award to Plaintiffs their costs and
disbursements of the action, including reasonable fees and expenses of
Plaintiffs' attorneys and experts.
The complaint alleges, among other things, that: (1) the amended and
restated Alliance Holding partnership agreement adversely affects the existing
rights and benefits of Alliance Holding unitholders and was not approved by the
requisite number of unitholders; (2) Defendants' major and undisclosed purpose
in proposing the reorganization is to take Alliance Holding private at a
substantial discount; (3) Defendants violated their common law duties of
loyalty, care and candor to Alliance Holding unitholders by recommending the
reorganization, which the complaint alleges diminishes the public float for
Alliance Holding units to the detriment of Alliance Holding unitholders and
therefore is neither fair nor in the best interests of unitholders; and (4)
Defendants breached their duties of good faith, fair dealing and candor to
Plaintiffs and the class by intentionally misleading them through false and
misleading disclosures.
On October 4, 1999, Plaintiffs filed with the Court a motion for
preliminary injunction seeking to enjoin Defendants from implementing the
amended and restated Alliance Holding partnership agreement and the
reorganization of Alliance Holding's business. No response to the complaint or
motion has yet been made.
The Defendants intend to vigorously defend this action. The above
description of the complaint and the motion for preliminary injunction is
qualified in its entirety by reference, respectively, to the complete
complaint, a copy of which is attached hereto as Exhibit 99.1 and is
incorporated herein by reference, and the complete motion for preliminary
injunction, a copy of which is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
ITEM 7(c). Exhibits.
99.1 Complaint filed on September 29, 1999 in the Court of Chancery
of the State of Delaware in and for New Castle County in an
action titled R.S.M., Inc. et ux v. Alliance Capital Management
L.P., et al., C. A. No. 17449 NC.
99.2 Motion for Preliminary Injunction filed on October 4, 1999 in
the Court of Chancery of the State of Delaware in and for New
Castle County in an action titled R.S.M., Inc. et ux v. Alliance
Capital Management L.P., et al., C. A. No. 17449 NC.
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SIGNATURE
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 hereunto duly authorized.
ALLIANCE CAPITAL MANAGEMENT L.P.
ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner
Dated: October 7, 1999 By: /s/ David R. Brewer, Jr.
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Name: David R. Brewer, Jr.
Title: Senior Vice President and
General Manager