EXHIBIT 99.2
IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
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R.S.M. INC. and MEL MOHR, TRUSTEE for :
the IRENE MOHR REVOCABLE TRUST on :
behalf of themselves and all others similarly :
situated, :
:
:
Plaintiffs, :
:
: Civil Action No. 17449 NC
:
- against - :
:
:
:
:
ALLIANCE CAPITAL MANAGEMENT L.P., :
ALLIANCE CAPITAL MANAGEMENT :
CORPORATION, ALLIANCE CAPITAL :
MANAGEMENT L.P. II, DAVE H. JOSEPH, :
JR., and JOHN D. CARIFA, :
:
Defendants. :
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NOTICE OF MOTION FOR PRELIMINARY
INJUNCTION
--------------------------------
TO: ALLIANCE CAPITAL MANAGEMENT L.P.
ALLIANCE CAPITAL MANAGEMENT CORPORATION
DAVE H. WILLIAMS
BRUCE W. CALVERT
ROBERT H. JOSEPH, JR.
JOHN D. CARIFA
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
ALLIANCE CAPITAL MANAGEMENT L.P. II
c/o Corporation Service Company
1013 Centre Road
Wilmington, Delaware 19805
PLEASE TAKE NOTICE that the within Motion for Preliminary Injunction
will be presented to the Court at the earliest time convenient to the Court
and to counsel.
SMITH, KATZENSTEIN & FURLOW LLP
/s/ Craig B. Smith
--------------------------------------
Craig B. Smith
800 Delaware Avenue
Post Office Box 410
Wilmington, Delaware 19801
(302) 652-8400
Attorneys for Plaintiffs
Date: October 4, 1999
Of Counsel:
WECHSLER HARWOOD HALEBIAN & FEFFER LLP
Stuart D. Wechsler
Frederick W. Gerkens, III
488 Madison Avenue, 8th Floor
New York, New York
(212) 935-7400
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IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- - - - - - - - - - - - - - - - - - - - - - - - - - -x
R.S.M. INC. and MEL MOHR, TRUSTEE for :
the IRENE MOHR REVOCABLE TRUST on :
behalf of themselves and all others similarly :
situated, :
:
:
:
Plaintiffs, :
: Civil Action No. 17449 NC
:
:
- against - :
:
:
:
:
ALLIANCE CAPITAL MANAGEMENT L.P., :
ALLIANCE CAPITAL MANAGEMENT :
CORPORATION, ALLIANCE CAPITAL :
MANAGEMENT L.P. II, DAVE H. JOSEPH, :
JR., and JOHN D. CARIFA, :
:
Defendants. :
- - - - - - - - - - - - - - - - - - - - - - - - - - -x
MOTION FOR PRELIMINARY INJUNCTION
Plaintiffs move the Court pursuant to Court of Chancery Rule 65 for
an order granting a preliminary injunction in the form attached hereto
enjoining defendants from implementing a proposed reorganization of defendant
Alliance Capital Management L.P. The grounds for plaintiffs' motion, as will
be set forth fully in their briefs and supporting documents to be
filed in accordance with the briefing schedule set by the Court or agreed to
by the parties, are as follows:
1. The reorganization is prohibited by the current agreement of
limited partnership of defendant, Alliance Management Capital L.P. The
proposed amended and restated agreement of limited partnership of defendant
Alliance Management Capital L.P. necessary to the lawful implementation of the
reorganization has not been validly adopted;
2. The proposed transfer of units contemplated by the reorganization
violates not only the current agreement of limited partnership of defendant
Alliance Capital Management L.P. but also the proposed amended and restated
agreement of limited partnership purportedly adopted by the unitholders;
3. The vote of unitholders in favor of the reorganization and the
proposed amended and restated agreement of limited partnership of defendant
Alliance Capital Management L.P. was unfairly obtained through false and
misleading solicitation materials;
4. The proposed reorganization and amended and restated agreement of
limited partnership involve material conflicts of interest on the part of
defendants, are the product of unfair dealing by defendants and taken together
are grossly unfair to plaintiffs and the class represented by plaintiffs; and
5. Plaintiffs and other members of the class represented by
plaintiffs will suffer immediate and irreparable harm if the proposed
reorganization of defendant Alliance Capital Management L.P. is implemented.
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WHEREFORE, plaintiffs pray for the entry of an order in the form
attached hereto.
SMITH, KATZENSTEIN & FURLOW LLP
/s/ Craig B. Smith
----------------------------------------
Craig B. Smith
800 Delaware Avenue
Post Office Box 410
Wilmington, Delaware 19899
(302) 652-8400
Attorneys for Plaintiffs
Date: October 4, 1999
Of Counsel:
WECHSLER HARWOOD HALEBIAN & FEFFER LLP
Stuart D. Wechsler
Frederick W. Gerkens, III
488 Madison Avenue, 8th Floor
New York, New York
(212) 935-7400
-3-
IN THE COURT OF THE CHANCERY OF THE STATE OF DELAWARE
IN AND FOR NEW CASTLE COUNTY
- - - - - - - - - - - - - - - - - - - - - - - - - - -x
R.S.M. INC. and MEL MOHR, TRUSTEE for :
the IRENE MOHR REVOCABLE TRUST on :
behalf of themselves and all others similarly :
situated, :
:
:
:
:
Plaintiffs, : Civil Action No. 17449 NC
:
:
:
- against - :
:
:
:
:
:
ALLIANCE CAPITAL MANAGEMENT L.P., :
ALLIANCE CAPITAL MANAGEMENT :
CORPORATION, ALLIANCE CAPITAL :
MANAGEMENT L.P. II, DAVE H. JOSEPH, :
JR., and JOHN D. CARIFA, :
:
Defendants. :
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ORDER
THIS ____ day of October, 1999, plaintiffs having moved the Court for
entry of a preliminary injunction pursuant to Court of Chancery Rule 65, and
the Court having considered the briefs and supporting papers of the parties,
having conducted a hearing and considered the arguments of counsel,
IT IS HEREBY ORDERED that:
1. Plaintiffs' motion for a preliminary injunction is granted; and
2. Defendants, their directors, officers, employees, partners,
agents, and all persons acting in concert with them are preliminary enjoined
from implementing the proposed amended and restated agreement of limited
partnership of defendant Alliance Capital Management L.P. and the related
reorganization of defendant Alliance Capital Management L.P. pursuant to which
units of limited partnership interest in defendant Alliance Capital
Management L.P. would be exchanged for units of limited partnership interest
in Alliance Capital Management II L.P.
----------------------------------
Chancellor
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CORRECTED CERTIFICATE OF SERVICE
The undersigned hereby certifies that on the 4th day of October,
1999, one copy of the Notice and Motion for Preliminary Injunction was served
by facsimile on the defendants as follows:
ALLIANCE CAPITAL MANAGEMENT L.P.
ALLIANCE CAPITAL MANAGEMENT CORPORATION
DAVE H. WILLIAMS
BRUCE W. CALVERT
ROBERT H. JOSEPH, JR.
JOHN D. CARIFA
c/o The Corporation Trust Company
1209 Orange Street
Wilmington, Delaware 19801
ALLIANCE CAPITAL MANAGEMENT L.P. II
c/o Corporation Service Company
1013 Centre Road
Wilmington, Delaware 19805
The undersigned hereby further certifies that on the 5th day of October, 1999,
two copies of the Notice and Motion for Preliminary Injunction will be served
by hand on the defendants as set forth above.
SMITH KATZENSTEIN & FURLOW LLP
/s/ Craig B. Smith
----------------------------------------
Craig B. Smith
800 Delaware Avenue
Post Office Box 410
Wilmington, Delaware 19899
(302) 652-8400
Attorneys for Plaintiffs
October 4, 1999
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