-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UdxwUUmoLz1nuHUFLlysj0fc7orFIYNPiNldUQKj4/ar8FDMEKQGHlAQSGTRlLPv DhmCaDfx+N7wX4umtK+GPA== 0000891836-02-000573.txt : 20021125 0000891836-02-000573.hdr.sgml : 20021125 20021125165254 ACCESSION NUMBER: 0000891836-02-000573 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20021125 GROUP MEMBERS: SCB PARTNERS INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT HOLDING LP CENTRAL INDEX KEY: 0000825313 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133434400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42546 FILM NUMBER: 02839627 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 19961231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SCB INC CENTRAL INDEX KEY: 0001126105 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 SC 13D/A 1 sc0331.txt SCHEDULE 13D AMENDMENT 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (AMENDMENT NO. 1)* Alliance Capital Management Holding L.P. ---------------------------------------- (Name of Issuer) Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests (Title of Class of Securities) 01855A101 ------------------------ (CUSIP Number) Gerald M. Lieberman SCB Partners Inc. 50 Main Street, Suite 1000 White Plains, New York 10606 (914) 682-6802 With copies to: Donald C. Walkovik, Esq. Sullivan & Cromwell 125 Broad Street New York, New York 10004 (212) 558-4000 -------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 25, 2002 ----------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this Schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following box [__]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 8 Pages) CUSIP No. 01855A101 13D Page 2 of 8 ---------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS SCB Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 32,640,000* BENEFICIALLY ---------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH ---------------------------------------------------------- REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 32,640,000* ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,640,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.0%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON HC, CO - -------------------------------------------------------------------------------- CUSIP No. 01855A101 13D Page 3 of 8 ---------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS SCB Partners Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_] (b) [_] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [_] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 32,640,000* SHARES ---------------------------------------------------------- BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ---------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 32,640,000* PERSON WITH ---------------------------------------------------------- 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,640,000* - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [_] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 30.0%** - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- - -------------------- * SCB Partners Inc. ("Partners"), a wholly-owned subsidiary of SCB Inc. ("SCB"), directly and beneficially owns 32,640,000 units of limited partnership interest of Alliance Capital Management L.P. ("Alliance Units") which are exchangeable into units representing assignments of beneficial ownership of limited partnership interests in Alliance Capital Management Holding L.P. ("Holding Units"), subject to certain conditions. Prior to such exchange, Partners, as a holder of Alliance Units, is not entitled to any rights in respect of the Holding Units into which the Alliance Units are exchangeable. Such exchange is only permissible upon the satisfaction of a number of conditions referred to in Item 6 of the Initial Schedule 13D (as defined herein), the status of which, at this time, is not certain; accordingly, Partners and SCB disclaim any beneficial ownership of the Holding Units. If the exchange for Holding Units were completed, Partners, a wholly-owned subsidiary of SCB, would have the sole right to vote or to dispose of the Holding Units it received in such exchange. ** Partners, a wholly-owned subsidiary of SCB, directly and beneficially owns 32,640,000 Alliance Units which are exchangeable into Holding Units, subject to certain conditions. The number of Holding Units subject to exchange may be adjusted as described in Item 6 of the Initial Schedule 13D. Because the exchange ratio of Alliance Units for Holding Units is not assured until the time such exchange is consummated, it is not possible to determine with certainty at this time the number of Holding Units that Partners would be entitled to hold. Furthermore, other holders of outstanding Alliance Units also are entitled to exchange their Alliance Units into Holding Units. Were these other holders to exchange their Alliance Units at or prior to the time that Partners exchanged its Alliance Units, the percentage of Holding Units to be held by Partners would be reduced. CUSIP No. 01855A101 13D Page 4 of 8 ---------- SCB Inc., a Delaware corporation ("SCB"), and SCB Partners Inc., a New York corporation and wholly-owned subsidiary of SCB ("Partners" and, together with SCB, the "Reporting Persons"), hereby amend their Statement on Schedule 13D filed with respect to the units representing assignments of beneficial ownership of limited partnership interests (the "Holding Units") in Alliance Capital Management Holding L.P., a Delaware limited partnership (the "Issuer"). This Amendment No. 1 to Schedule 13D of the Reporting Persons ("Amendment No. 1") amends the Statement on Schedule 13D of the Reporting Persons filed on October 12, 2000 (the "Initial Schedule 13D"), only with respect to Appendix A thereto, which is hereby deleted and replaced in its entirety with the Appendix A attached to this Amendment No. 1, and those items listed below. Capitalized terms used herein but not defined have the meanings ascribed to them in the Initial Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 (a-c) is hereby amended by deleting and restating the second and third sentences thereof as follows: SCB is a Delaware corporation with its principal office and principal place of business at 50 Main Street, Suite 1000, White Plains, New York 10606. Partners is a New York corporation with its principal office and principal place of business at 50 Main Street, Suite 1000, White Plains, New York 10606. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by deleting the third paragraph thereof. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended by deleting paragraphs a, b and c and replacing them in their entirety with the following: (a) and (b). At the close of business on November 25, 2002, Partners owned directly 32,640,000 units of limited partnership interest ("Alliance Units") of Alliance (as defined in the Initial Schedule 13D) which are exchangeable into Holding Units, subject to certain conditions as further described in Item 6 of the Initial Schedule 13D. Based on the Issuer's Quarterly Report on Form 10-Q for the quarter ended September 30, 2002, there were 76,000,955 Holding Units outstanding (assuming that Partners exchanged its 32,640,000 Alliance Units for Holding Units, there would be 108,640,955 outstanding Holding Units as of November 25, 2002). Accordingly, Partners may be deemed to beneficially own 13.1% of the total number of the outstanding Alliance Units and would be deemed to beneficially own 30.0% of the outstanding Holding Units were Partners to exchange its 32,640,000 Alliance Units for Holding Units. However, because the exchange ratio of Acquired Units for Holding Units is not assured until the time such exchange is consummated, it is not possible to determine with certainty at this time the number of Holding Units that Partners would be entitled to hold. Furthermore, other holders of outstanding Alliance Units are also entitled to exchange their Alliance Units into Holding Units. Were these other holders to exchange their Alliance Units at or prior to the time that Partners exchanged its Alliance Units, the percentage of Holding Units held by Partners would be reduced. CUSIP No. 01855A101 13D Page 5 of 8 ---------- Partners, a wholly-owned subsidiary of SCB, has the sole power to vote, or direct the vote, and the sole power to dispose of, or to direct the disposition of, the Alliance Units it holds. SCB does not directly beneficially own any Alliance Units. Both Partners and SCB disclaim any beneficial ownership of Holding Units into which the 32,640,000 Alliance Units held by Partners are exchangeable because such exchange is only permissible upon the satisfaction of a number of conditions referred to in Item 6 of the Initial Schedule 13D, the status of which, at this time, is not certain. If the exchange for Holding Units were completed, Partners would have the sole right to vote or to dispose of the Holding Units it received in such exchange, and SCB would not directly beneficially own any Holding Units. Except as set forth herein, neither SCB nor Partners, and to the best knowledge of each of SCB and Partners, none of the persons listed in Appendix A hereto, owns any Alliance Units or any Holding Units, other than Marc O. Mayer, who has been awarded 79,108 Holding Units pursuant to the SCB Deferred Compensation Plan, 39,162 of which he may be deemed to beneficially own, and Gerald M. Lieberman, who has been awarded 2,791 Holding Units pursuant to the SCB Deferred Compensation Plan and 40,000 options to purchase Holding Units, of which he may be deemed to beneficially own 930 and 8,000, respectively. (c). On November 8, 2002, SCB and Partners delivered a notice to AXA Financial, Inc. ("AXA Financial") and Alliance exercising Partners' right to sell 8,160,000 Alliance Units (the "Exercised Units") to AXA Financial (or its designee) pursuant to the purchase agreement, dated as of June 20, 2000 (the "Purchase Agreement"), among AXA Financial, Alliance and SCB, the terms of which are further described in Item 6 of the Initial Schedule 13D. On November 20, 2002, AXA Financial notified Partners that the settlement date for the purchase of the Exercised Units would be November 25, 2002 and that, as permitted under the terms of the Purchaser Agreement, it was designating ECMC, LLC ("ECMC") as the purchaser. On November 25, 2002, the sale of the Exercised Units to ECMC pursuant to the Purchase Agreement was consummated. The purchase price of each Exercised Unit sold to ECMC was $30.601, which was determined by averaging the closing prices of a Holding Unit as quoted on the NYSE Composite Transactions Tape for the ten trading days ending on the fifth trading day following November 8, 2002. Except as set forth herein, during the last 60 days, no transactions in the Units were effected by SCB, Partners, or to the best knowledge of each of SCB and Partners, by any of the persons listed in Appendix A hereto. CUSIP No. 01855A101 13D Page 6 of 8 ---------- APPENDIX A TO SCHEDULE 13D Set forth herein please find information concerning the Executive Officers and Directors of SCB Inc. ("SCB") and SCB Partners Inc. ("Partners") (each, a "Corporation"). Such information sets forth the name of the Executive Officer or Director, his/her position at the respective Corporation and his/her present principal occupation or employment, if other than that held at the respective Corporation. Unless otherwise indicated, the principal business address of each of the Executive Officers and Directors set forth below is 1345 Avenue of the Americas, New York, New York 10105. Executive Officers and Directors of SCB Inc. and SCB Partners Inc.*
Name Position at the Corporations Principal Occupation/Employment ---- ---------------------------- ------------------------------- Lewis A. Sanders Chairman; Chief Executive Officer Director; Vice Chairman, Chief Investment Officer; Member of the Executive Committee** Roger Hertog Director; President and Chief Operating Director; Vice Chairman; Member of the Officer Executive Committee** Andrew S. Adelson Director; Senior Vice President Executive Vice President; Member of the Executive Committee** Kevin R. Brine Director; Senior Vice President Managing Director Brine Management LLC 433 West 14th Street, 3rd Floor New York, New York 10014 Charles C. Cahn, Jr. Director; Senior Vice President Managing Member Cahn Medical Technologies, LLC 16 Lancaster Road Tenafly, New Jersey 07670 Marilyn Goldstein Fedak Director; Senior Vice President Executive Vice President; Member of the Executive Committee** Arthur W. Fried Director Executor, Estate of Zalman C. Bernstein 1015 Park Avenue New York, New York 10028 Michael L. Goldstein Director; Senior Vice President Managing Partner Empirical Research Partners LLC 477 Madison Avenue New York, New York 10022
* The listed individuals hold identical positions for both SCB and Partners. ** Indicated director and officer positions are with Alliance Capital Management Corporation, the general partner of each of Alliance and the Issuer; the principal business address is 1345 Avenue of the Americas, New York, New York 10105. CUSIP No. 01855A101 13D Page 7 of 8 ----------
Thomas S. Hexner Director; Senior Vice President Executive Vice President; Member of the Executive Committee** Gerald M. Lieberman Director; Senior Vice President; Executive Vice President, Finance and Treasurer Operations; Member of the Executive Committee** Marc O. Mayer Director; Senior Vice President Executive Vice President; Member of the Executive Committee** Jean Margo Reid Director; Senior Vice President; Consultant Secretary 100 Bleecker Street, Apt. 18D New York, New York 10012 Francis H. Trainer, Jr. Director; Senior Vice President Chief Executive Officer General Sullivan Group, Inc. Post Office Box 7509 West Trenton, New Jersey 08628
CUSIP No. 01855A101 13D Page 8 of 8 ---------- SIGNATURE After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in the statement is true, complete and correct. DATED: November 25, 2002 SCB INC. By: /s/ Jean Margo Reid ------------------------------------ Name: Jean Margo Reid Title: Secretary SCB PARTNERS INC. By: /s/ Jean Margo Reid ------------------------------------ Name: Jean Margo Reid Title: Secretary -----END PRIVACY-ENHANCED MESSAGE-----