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) April 8, 1999
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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 of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification Number)
1345 Avenue of the Americas, New York, New York 10105
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-969-1000
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Item 1. CHANGES IN CONTROL OF REGISTRANT
Not applicable.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Not applicable.
Item 3. BANKRUPTCY OR RECEIVERSHIP
Not applicable.
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Not applicable.
Item 5. OTHER EVENTS
On April 8, 1999 Alliance Capital Management L.P. ("Partnership")
issued a press release that announced a proposed reorganization of the
Partnership's business that will give investors in the Partnership the
choice between 1) continuing to hold liquid units of the Partnership
listed on the New York Stock Exchange that are subject to a federal
tax on the Partnership's gross business income and 2) holding a highly
illiquid interest in a new private limited partnership that is not
subject to that tax.
The proposed reorganization will require the approval of a
majority of the Partnership's unaffiliated public unitholders and
certain other contractual and regulatory approvals. The related
exchange offer will take place pursuant to an exchange offer
prospectus that the Partnership will mail to unitholders. The
Equitable Life Assurance Society of the United States ("Equitable
Life") and its affiliates, which beneficially own approximately 57% of
the Partnership's outstanding units, intend to exchange substantially
all of their units in the Partnership for limited partnership
interests and a general partnership interest in the new private
limited partnership. Equitable Life, the Partnership and the new
private limited partnership have entered into an Exchange Agreement,
dated as of April 8, 1999, whereby Equitable Life has agreed, on the
terms and conditions stated therein, to exchange, and to cause its
affiliates who hold Partnership units to exchange, substantially all
of such units for units in the new private limited partnership
immediately following, and subject to the same terms and conditions
as, the public exchange offer.
Item 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired
None.
(b) Pro Forma Financial Information
None.
(c) Exhibits
10.107 Press Release dated April 8, 1999.
10.108 Form of Exchange Agreement dated as of April 8,
1999 by and among Alliance Capital Management
L.P., Alliance Capital Management L.P. II and the
Equitable Life Assurance Society of the United
States.
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SIGNATURES
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 thereunto duly authorized.
ALLIANCE CAPITAL MANAGEMENT L.P.
Dated: April 8, 1999 By: Alliance Capital Management
Corporation, General Partner
By: /s/Robert H. Joseph, Jr.
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Robert H. Joseph, Jr.
Senior Vice President and
Chief Financial Officer
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