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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 29, 1999
ALLIANCE CAPITAL MANAGEMENT HOLDING 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 of (Commission File Number) (IRS Employer Identification No.)
Incorporation or Organization)
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 Holding
L.P., f/k/a Alliance Capital Management L.P. ("Alliance Holding"), approved
both the transfer of Alliance Holding's business to Alliance Capital
Management L.P., f/k/a Alliance Capital Management L.P. II ("Alliance
Capital"), a newly-formed private limited partnership, in exchange for all
units of Alliance Capital (the "Reorganization") and the amendment and
restatement of Alliance Holding's partnership agreement. In connection with
the Reorganization, Alliance Holding offered to its unitholders the
opportunity to exchange Alliance Holding units for Alliance Capital units on a
one-for-one basis (the "Exchange Offer").
On October 29, 1999, the parties to the litigation brought 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") by R.S.M. Inc. and Mel Mohr, trustee for the Irene
Mohr Revocable Trust (the "Plaintiffs"), purportedly on behalf of themselves and
other unitholders of Alliance Holding, entered into a memorandum of
understanding (the "Memorandum of Understanding") setting forth the parties'
agreement in principle to the terms of a proposed settlement of that action.
Pursuant to the Memorandum of Understanding, Defendants agreed, in order to
avoid the burden, expense and distraction of further litigation and to put to
rest all claims arising out of or relating in any way to the Reorganization, the
Exchange Offer or the amendment and restatement of the Alliance Holding
partnership agreement and the Alliance Capital partnership agreement and to
permit the Reorganization, the Exchange Offer and the amendment and restatement
of both the Alliance Holding partnership agreement and the Alliance Capital
partnership agreement to proceed without risk of injunctive relief, that: (1)
Alliance Holding will amend certain provisions of Sections 6, 7 and 15 of the
Alliance Holding partnership agreement to, among other things, restore the
unanimous vote of partners and unitholders required to continue the partnership
upon certain dissolution events, and Alliance Capital will amend certain
provisions of Sections 6 and 7 of its partnership agreement to, among other
things, permit Alliance Holding's unitholders the same access and inspection
rights with respect to the books and records of Alliance Capital as such
unitholders will have with respect to the books and records of Alliance Holding;
(2) Alliance Holding will disseminate the notice of the settlement to its
unitholders and will pay any attorneys' fees and expenses the Court of Chancery
of the State of Delaware in and for New Castle County (the "Court") may award;
and (3) Plaintiffs and Defendants will attempt in good faith to execute as soon
as practicable a Stipulation of Settlement of all claims asserted in the
Complaint and all other claims, if any, arising out of or relating in any way to
the Reorganization, the Exchange Offer or the amendment and restatement of
either the Alliance Holding partnership agreement or the Alliance Capital
partnership agreement.
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The settlement contemplated in the Memorandum of Understanding is subject
to the consummation of the Reorganization and the Exchange Offer, the completion
by Plaintiffs of appropriate discovery reasonably satisfactory to Plaintiffs'
counsel and final Court approval of the settlement and dismissal of the action
with prejudice and without costs to any party except as provided below. If the
Court approves the settlement that is contemplated in the Memorandum of
Understanding, Defendants and certain of their affiliates will be released from
all claims, whether known or unknown, that were or could have been raised
against them in the action (or that relate in any way to the Reorganization, the
Exchange Offer or the amendment and restatement of either the Alliance Holding
partnership agreement or the Alliance Capital partnership agreement), and the
action will be dismissed with prejudice as to Plaintiffs' and a class consisting
of all Alliance Holding unitholders. In connection with the Court approval of
the settlement contemplated in the Memorandum of Understanding, Plaintiffs'
counsel may apply to the Court for an award of fees and expenses of up to an
aggregate amount of $400,000 which, if awarded, will be paid by Alliance Holding
to Plaintiffs' counsel. Defendants will not oppose any such application for fees
and expenses.
This description of the terms of the proposed settlement is qualified in
its entirety by reference to the complete Memorandum of Understanding, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
ITEM 7(c). Exhibits.
99.1 Memorandum of Understanding dated October 29, 1999 relating to an
action pending in the Court of Chancery of the State of Delaware
in and for New Castle County 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 HOLDING L.P.
ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner
Dated: November 1, 1999 By: /s/ David R. Brewer, Jr.
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Name: David R. Brewer, Jr.
Title: Senior Vice President and
General Counsel
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