-----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, D250gtZp5luSk0prgEiU2O6JoVbz1gHpcV52eNygG1Y+wAbgHVUhQFR8u92UQsl4 puDwVFQbdxVxt2HDvc9F9Q== 0000897446-99-000073.txt : 19991110 0000897446-99-000073.hdr.sgml : 19991110 ACCESSION NUMBER: 0000897446-99-000073 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991103 DATE AS OF CHANGE: 19991109 GROUP MEMBERS: ACMC,INC. GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES IARD MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA CLIENT SOLUTIONS, LLC GROUP MEMBERS: AXA CONSEIL VIE ASSURANCE MUTELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTELLE GROUP MEMBERS: AXA FINANCIAL INC GROUP MEMBERS: CLAUDE BEBEAR, AS A TRUSTEE GROUP MEMBERS: EQUITABLE CAPITAL MANAGEMENT CORPORATION GROUP MEMBERS: EQUITABLE HOLDINGS, LLC GROUP MEMBERS: FINAXA GROUP MEMBERS: HENRI DE CLERMONT-TONNERRE, AS A TRUSTEE GROUP MEMBERS: PATRICE GARNIER, AS A TRUSTEE GROUP MEMBERS: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT HOLDING LP CENTRAL INDEX KEY: 0000825313 STANDARD INDUSTRIAL CLASSIFICATION: 6282 IRS NUMBER: 133434400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40117 FILM NUMBER: 99740983 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: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: 6311 IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13D/A 1 UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0145 Washington, D.C. 20549 Estimated Average Burden SCHEDULE 13D hours per response.. 14.90 Under the Securities Exchange Act of 1934 (Amendment No. 7) ALLIANCE CAPITAL MANAGEMENT HOLDING L.P. (f/k/a Alliance Capital Management L.P.) - - -------------------------------------------------------------------------------- (Name of Issuer) Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests - - -------------------------------------------------------------------------------- (Title of Class of Securities) 01855A101 - - -------------------------------------------------------------------------------- (CUSIP Number) Alvin H. Fenichel Senior Vice President and Controller AXA Financial, Inc. 1290 Avenue of the Americas New York, New York 10104 (212) 314-4094 - - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Christianne Butte, Head of Central Legal Department AXA, 9, place Vendome 75001 Paris, France 011-331-40-75-56-38 - - -------------------------------------------------------------------------------- October 29, 1999 - - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box |_| Note: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) 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 continuing 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 ("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). (Continued on following pages) (Page 1 of 62) (Exhibits begin on page 35) SCHEDULE 13D CUSIP No. 01855A101 Page 2 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 AXA - - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |_| - - -------------------------------------------------------------------------------- 3 SEC USE ONLY - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF 8 See Item 5 SHARES ------------------------------------------------------ BENEFICIALLY SOLE DISPOSITIVE POWER 9 See Item 5 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 HC, CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 3 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 FINAXA - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 See Item 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 HC, CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 4 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 AXA Assurances IARD Mutuelle - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| 5 - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 See Item 5 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IC - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 5 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 AXA Assurances Vie Mutuelle - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 See Item 5 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IC - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 6 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 AXA Courtage Assurance Mutuelle - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 See Item 5 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IC - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 7 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 AXA Conseil Vie Assurance Mutuelle - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |X| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 See Item 5 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IC - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 8 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 Claude Bebear, as AXA Voting Trustee - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) | | 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 OO - - -------------------------------------------------------------------------------- CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO 5 ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Citizen of France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ SOLE DISPOSITIVE POWER 9 See Item 5 ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 9 of 62 Pages - - --------------------- ------------------ - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 Patrice Garnier, as AXA Voting Trustee - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 OO - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Citizen of France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 See Item 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 10 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 Henri de Clermont-Tonnerre, as AXA Voting Trustee - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 OO - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Citizen of France - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 See Item 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 See Item 5 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 See Item 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 See Item 5 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Item 5 (Not to be construed as an admission of beneficial ownership) - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Item 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IN - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 11 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 AXA Financial, Inc. (f/k/a The Equitable Companies Incorporated) 13-3623351 - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 1,483,186 - See Items 4 and 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 1,483,186 - See Items 4 and 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Items 4 and 5 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Items 4 and 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 HC, CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 12 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 AXA Client Solutions, LLC - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 1,483,186 - See Items 4 and 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 1,483,186 - See Items 4 and 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Items 4 and 5 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Items 4 and 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 HC, OO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 13 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 The Equitable Life Assurance Society of the United States 13-5570651 - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 New York - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 1,483,186 - See Items 4 and 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 1,483,186 - See Items 4 and 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 1,483,186 - See Items 4 and 5 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 2.07% - See Items 4 and 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 IC, CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 14 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 Equitable Holdings, LLC - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 New York - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 761,008 - See Items 4 and 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 761,008 - See Items 4 and 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 761,008 - See Items 4 and 5 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.06% - See Items 4 and 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 HC, OO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 15 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 Equitable Investment Corporation 13-2694412 - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 AF - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 New York - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 722,178 - See Items 4 and 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 722,178 - See Items 4 and 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 722,178 - See Items 4 and 5 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.01% - See Items 4 and 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 HC, CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 16 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 ACMC, Inc. 13-2677213 - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 722,178 - See Items 4 and 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 722,178 - See Items 4 and 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 722,178 - See Items 4 and 5 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.01% - See Items 4 and 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. SCHEDULE 13D CUSIP No. 01855A101 Page 17 of 62 Pages - - --------------------- ------------------- - - -------------------------------------------------------------------------------- NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 1 Equitable Capital Management Corporation 13-3266813 - - -------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| 2 (b) |_| - - -------------------------------------------------------------------------------- SEC USE ONLY 3 - - -------------------------------------------------------------------------------- SOURCE OF FUNDS* 4 WC - - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) |_| - - -------------------------------------------------------------------------------- CITIZENSHIP OR PLACE OF ORGANIZATION 6 Delaware - - -------------------------------------------------------------------------------- SOLE VOTING POWER 7 722,178 - See Items 4 and 5 ------------------------------------------------------ SHARED VOTING POWER NUMBER OF SHARES 8 BENEFICIALLY ------------------------------------------------------ OWNED BY SOLE DISPOSITIVE POWER EACH REPORTING 9 722,178 - See Items 4 and 5 PERSON WITH ------------------------------------------------------ SHARED DISPOSITIVE POWER 10 - - -------------------------------------------------------------------------------- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 722,178 - See Items 4 and 5 - - -------------------------------------------------------------------------------- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 |_| - - -------------------------------------------------------------------------------- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 1.01% - See Items 4 and 5 - - -------------------------------------------------------------------------------- TYPE OF REPORTING PERSON* 14 CO - - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 7 amends and restates in its entirety the Statement on Schedule 13D ("Schedule 13D") initially filed on August 4, 1992 with the Securities and Exchange Commission by AXA, Midi Participations, Finaxa, the Mutuelles AXA (as herein defined) and the Trustees (as herein defined) of a Voting Trust, as amended by Amendment No. 1 to the Schedule 13D ("Amendment No. 1") filed on July 29, 1993, Amendment No. 2 to the Schedule 13D filed on September 14, 1994 ("Amendment No. 2"), Amendment No. 3 to the Schedule 13D filed on October 22, 1996 ("Amendment No. 3"), Amendment No. 4 to the Schedule 13D filed on July 11, 1997 ("Amendment No. 4"), Amendment No. 5 to the Schedule 13D filed on September 4, 1997 ("Amendment No. 5"), and Amendment No. 6 to the Schedule 13D filed April 9, 1999 ("Amendment No. 6"), each of which was filed by AXA, Midi Participations (except as to Amendment Nos. 3, 4, 5 and 6), Finaxa, the Mutuelles AXA, the Trustees, AXA Financial, Inc. (formerly known as The Equitable Companies Incorporated), The Equitable Life Assurance Society of the United States, Equitable Holding Corporation (which was merged in 1997 into Equitable Holdings, LLC), Equitable Investment Corporation, ACMC, Inc. and Equitable Capital Management Corporation, which Schedule 13D relates to Units representing assignments of beneficial ownership of limited partnership interests of Alliance Capital Management Holding L.P. (formerly known as Alliance Capital Management L.P.), a Delaware limited partnership ("Alliance"). Item 1. Security and Issuer The class of equity securities to which this statement relates is the Units representing assignments of beneficial ownership of limited partnership interests (the "Units") of Alliance. The address of the principal executive offices of Alliance is 1345 Avenue of the Americas, New York, New York 10105. Item 2. Identity and Background This statement is being filed by (i) AXA (formerly known as AXA-UAP), a company organized under the laws of France, (ii) Finaxa, a holding company organized under the laws of France, (iii) AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as Alpha Assurances Vie Mutuelle), four mutual insurance companies organized under the laws of France (the "Mutuelles AXA"), (iv) Claude Bebear (Chairman of the Executive Board of AXA), Patrice Garnier (a member of the Supervisory Board of AXA) and Henri de Clermont-Tonnerre (a member of the Supervisory Board of AXA), as Trustees (the "Trustees") of a Voting Trust (the "Voting Trust") established pursuant to a Voting Trust Agreement dated as of May 12, 1992, as amended January 22, 1997, by and among AXA and the Trustees (the "Voting Trust Agreement"), (v) AXA Financial, Inc. (formerly known as The Equitable Companies Incorporated), a Delaware corporation ("AXF"), (vi) AXA Client Solutions, LLC, a Delaware limited liability company whose sole member is AXF ("AXCS"), (vii) The Equitable Life Assurance Society of the United States, a New York stock life insurance company ("Equitable"), (viii) Equitable Holdings, LLC ("EHLLC"), a New York limited liability company whose sole member is Equitable, (ix) Equitable Investment Corporation, a New York corporation ("EIC"), (x) ACMC, Inc., a Delaware corporation ("ACMC"), and (xi) Equitable Capital Management Corporation, a Delaware corporation ("ECMC"). AXA, Finaxa, the Mutuelles AXA, the Trustees, AXF, AXCS, Equitable, EHLLC, EIC, ACMC and ECMC are hereinafter collectively referred to as the "Reporting Persons." AXA. AXA is a holding company for an international group of insurance and related financial service companies. The address of AXA's principal business and office is 9, place Vendome, 75001 Paris, Page 18 of 62 France. As of October 1, 1999, approximately 20.3% of the issued ordinary shares (representing approximately 32.1% of the voting power) of AXA were directly or indirectly owned by Finaxa. As of October 1, 1999, the Mutuelles AXA, in addition to their indirect beneficial ownership of AXA's ordinary shares through Finaxa, directly beneficially owned approximately 3.1% of AXA's ordinary shares (representing approximately 4.9% of the voting power). In addition, as of October 1, 1999, approximately 1.1% of the ordinary shares of AXA without the power to vote were owned by certain subsidiaries of AXA. Finaxa. Finaxa is a holding company. The address of Finaxa's principal business and office is 23, avenue Matignon, 75008 Paris, France. As of October 1, 1999, approximately 61.7% of the voting shares (representing approximately 72.2% of the voting power) of Finaxa were owned by the Mutuelles AXA (one of which, AXA Assurances I.A.R.D. Mutuelle, owned approximately 35.4% of the voting shares, representing approximately 41.5% of the voting power), and approximately 22.7% of the voting shares (representing approximately 13.7% of the voting power) of Finaxa were owned by Paribas, a French bank. The Mutuelles AXA. The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as Alpha Assurances Vie Mutuelle). Each of the Mutuelles AXA is a mutual insurance company organized under the laws of France. The address of each of the Mutuelles AXA's principal business and office is as follows: (i) for each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, 21, rue de Chateaudun, 75009 Paris, France; (ii) for AXA Conseil Vie Assurance Mutuelle, Tour Franklin, 100 -101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France; and (iii) for AXA Courtage Assurance Mutuelle, 26, rue Louis le Grand, 75002 Paris, France. The Trustees. In order to ensure, for insurance regulatory purposes, that certain indirect minority shareholders of AXA are not able to exercise control over AXF and certain of its insurance subsidiaries, AXA has agreed pursuant to the Voting Trust Agreement to deposit in the Voting Trust the shares of capital stock of AXF having voting powers beneficially owned by AXA and certain of its affiliates. AXA or any such affiliate depositing capital stock in the Voting Trust will remain the beneficial owner of all capital stock deposited by it in the Voting Trust, but during the term of the Voting Trust the Trustees will exercise all voting rights with respect to such capital stock. Additional information relating to the Voting Trust Agreement is set forth in the Schedule 13D filed by AXA with respect to its ownership of the capital stock of AXF. Information with respect to the Trustees is set forth on Exhibit 1 hereto since each of the Trustees is a member of either the Executive Board or the Supervisory Board of AXA. AXF and Subsidiaries. AXF is a holding company. As of October 1, 1999, approximately 58.1% of the outstanding shares of common stock of AXF were beneficially owned by AXA. AXF and its subsidiaries (including Equitable, an indirect wholly-owned subsidiary) provide diversified financial services to a broad spectrum of insurance, investment management and investment banking customers. AXCS, whose sole member is AXF, wholly-owns Equitable, which in turn wholly-owns ACMC. EHLLC, whose sole member is Equitable, wholly-owns EIC, which in turn wholly-owns ECMC. ECMC, ACMC, EIC, EHLLC, AXCS and AXF are holding companies. The address of the principal business and principal Page 19 of 62 office of AXF, AXCS, Equitable, EHLLC, EIC, ACMC and ECMC is 1290 Avenue of the Americas, New York, New York 10104. The (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted and (iv) citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Exhibits 1 through 13 hereto. None of the Reporting Persons nor, to the knowledge of any Reporting Person, any natural person named in Exhibits 1 through 13 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such Reporting Person or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration See response to Item 4. Item 4. Purpose of Transaction Alliance was organized as a master limited partnership in 1987 to succeed to the business of ACMC, a Delaware corporation then a subsidiary of Equitable, which began providing investment management services in 1971. On April 21, 1988, the business and substantially all of the operating assets of ACMC were conveyed to Alliance in exchange for a 1% general partnership interest in Alliance and approximately 55% of the then outstanding Units. Equitable and its subsidiaries have acquired for cash beneficial ownership of additional Units subsequent to the formation of Alliance in order to finance sales of shares of mutual funds for which Alliance is the investment adviser. Additional Units were also acquired by Equitable and its subsidiaries in order to provide Alliance with additional capital to take advantage of growth opportunities and strategic global alliances, including Units acquired by Equitable as consideration for property transferred to Alliance by Equitable and Units acquired for cash in order to provide capital to Alliance for the acquisition of Shields Asset Management, Incorporated and its wholly-owned subsidiary, Regent Investor Services, Incorporated. Under current tax law, Alliance, as a partnership, generally is not subject to Federal income tax. However, the tax law in effect prior to August 5, 1997, also provided that, as a consequence of the public trading of Units, Alliance would have been treated as a corporation for Federal income tax purposes beginning on January 1, 1998. On June 24, 1997, Alliance announced plans for a transaction (the "Transaction") involving a merger in which a newly formed Delaware corporation ("New Co") would have become the general partner of Alliance and Alliance would have merged with a wholly-owned subsidiary of New Co, with Alliance as the surviving entity. In such merger, holders of Units would have exchanged their existing Units for an equal number of shares of Class A Common Stock of New Co, unless such holders elected to continue as limited partners in Alliance, which would have ceased to be a publicly traded limited partnership, or elected to participate in a cash alternative. Following the Transaction, the Units would have become subject to severe restrictions on transferability. Alliance also stated that it would not Page 20 of 62 proceed with plans for the Transaction if, during 1997, it determined that changes in federal tax law would make it preferable for Alliance to retain its then current ownership form. On August 5, 1997, The Taxpayer Relief Act of 1997 was signed into law. It included the option for certain publicly traded partnerships to maintain partnership tax status and pay a 3.5% tax on partnership gross business income (the "3.5% tax"). On August 6, 1997, Alliance announced its intention to utilize this option and remain a publicly traded limited partnership and that it would not implement the previously announced Transaction. On April 8, 1999, Alliance issued a press release announcing plans for a reorganization (the "Reorganization"), which was approved at a special meeting of Alliance unitholders held on September 22, 1999 and consummated on October 29, 1999. The Reorganization provided for Alliance to reorganize by transferring its business to a newly formed private Delaware limited partnership ("Alliance II") in exchange for Alliance II units of limited partnership interest and a 1% general partnership interest in Alliance II. Alliance II, as a private partnership, is not subject to the 3.5% tax. Alliance II units are subject to restrictions on transfer that make them substantially illiquid to ensure that Alliance II is not classified as a publicly traded partnership for federal tax purposes. Following the Reorganization, Alliance's principal asset is Alliance II units and Alliance functions solely as a holding company through which public unitholders continue to own an indirect interest in Alliance's business. The business previously conducted by Alliance will continue to be conducted unchanged by Alliance II, and all employees of Alliance have become employees of Alliance II with the same responsibilities. Alliance's general partner also serves as the general partner of Alliance II. Immediately after the Reorganization, Alliance changed its name to "Alliance Capital Management Holding L.P.", and the new partnership, Alliance II, assumed the name "Alliance Capital Management L.P." On September 30, 1999, Alliance commenced an exchange offer pursuant to which it offered to all of its unitholders the opportunity to exchange their Alliance Units for Alliance II units, on a one-for-one basis. All Alliance unitholders had the right to retain their existing publicly-traded Units in Alliance. On October 29, 1999, Alliance announced that it had completed its exchange offer and consummated the Reorganization. A copy of the press release is included as Exhibit 17 hereto. According to Alliance, as of the expiration of the public exchange offer at 12:00 a.m. on October 29, 1999, 4,713,279 Units had been tendered and accepted for exchange by Alliance. Immediately following the completion of the public exchange offer, at the close of business on October 29, 1999, Equitable and its subsidiaries exchanged an aggregate of 95,069,125 Units for an aggregate of 95,069,125 Alliance II units in private transactions on the same terms as the public exchange offer. In addition, Alliance Capital Management Corporation exchanged all of its units of general partnership interest in Alliance for the 1% general partnership interest in Alliance II held by Alliance. Equitable also contributed 100,000 Units to Alliance Capital Management Corporation, which exchanged such Units for 100,000 units of general partnership interest in Alliance. In addition to the exchanges effected in connection with the Reorganization, the Reporting Persons in the future may acquire or dispose of additional Units and may acquire or dispose of additional units of Alliance II. The Alliance II units are highly illiquid and the ability of a holder of Alliance II units to exchange them in the future for Units if it so desires is substantially limited. In general, transfers of Alliance II units will be allowed only with the written consent of both Equitable and the general partner of Alliance II. Equitable and the general partner of Alliance II currently intend to refuse to consent to any Page 21 of 62 transfer that is not described in the safe harbors set forth in the United States Treasury regulations. One safe harbor would permit exchanges of Alliance II units for Units only if (i) in any year, the volume of these exchanges represents no more than 10% of the outstanding Alliance II units (with Alliance II units held by Equitable and its affiliates, other than Alliance, not being counted as outstanding) and (ii) an exchange occurs at least 60 days after the Alliance II unitholder delivers an irrevocable written notice to Alliance II. Only the written consent of Equitable, and not the written consent of the general partner, is required for a "block transfer" of Alliance II units by a corporation or other business entity, provided that Alliance II receives an opinion of counsel that Alliance II will not be treated as a publicly-traded partnership for federal income tax purposes as a result of the transfer. In general, a "block transfer" is the transfer within a 30 day period by a single holder, or group of related holders, of Alliance II units representing more than 2% of the outstanding Alliance II units (with Alliance II units held by Equitable and its affiliates, other than Alliance, not being counted as outstanding). Alliance may only be able to deliver freely tradeable Units if at the time of the exchange Alliance has an effective registration statement available. Alliance is not obligated to undertake any exchange if the general partner of Alliance determines, in its sole discretion, that in connection with such exchange Alliance would be required to disclose material non-public information which it believes would be inadvisable to disclose. Except as set forth in this statement, none of the Reporting Persons has any plans or proposals described in Item 4(a)-(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer (a), (b) At the close of business on October 29, 1999, Equitable did not beneficially own directly any Units and beneficially owned 4,432,576 Alliance II units representing 2.58% of the Alliance II units outstanding. ACMC beneficially owned directly 722,178 Units representing 1.01% of the Units outstanding and 66,220,822 Alliance II units representing 38.57% of the Alliance II units outstanding. ECMC beneficially owned directly 722,178 Units representing 1.01% of the Units outstanding and 24,415,727 Alliance II units representing 14.22% of the Alliance II units outstanding. Equitable, ACMC and ECMC have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of each of their respective Units and Alliance II units. In addition, Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), 70.4% of the shares of common stock of which are directly and indirectly owned by AXF, may be deemed, directly or indirectly, to be the beneficial owner of 38,830 Units, acquired solely for investment purposes on behalf of client discretionary accounts. By reason of its ownership interest in ECMC, EIC may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 722,178 Units owned by ECMC representing 1.01% of the Units outstanding and the 24,415,727 Alliance II units owned by ECMC representing 14.22% of the Alliance II units outstanding. By reason of its ownership interest in ECMC and DLJ, EHLLC may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to 761,008 Units including the 722,178 Units owned by ECMC and the 38,830 Units held in DLJ client discretionary accounts, representing 1.06% of the Units outstanding, and the 24,415,727 Alliance II units owned by ECMC representing 14.22% of the Alliance II units outstanding. By reason of its ownership interest in ACMC, ECMC and DLJ, Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 722,178 Units owned by ACMC, the 722,178 Units owned by ECMC and the 38,830 Units acquired on behalf of client discretionary accounts by DLJ which represent 2.07% of the Units outstanding, and the 66,220,822 Alliance II units owned by ACMC and the 24,415,727 Alliance II units owned by ECMC which, together with the 4,432,576 Alliance II units owned directly by Page 22 of 62 Equitable, represent 55.38% of the Alliance II units outstanding. By reason of its ownership interest in ACMC, ECMC, DLJ and Equitable, AXCS may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 722,178 Units owned by ACMC, the 722,178 Units owned by ECMC, and the 38,830 Units acquired on behalf of client discretionary accounts by DLJ, representing 2.07% of the Units outstanding, and the 66,220,822 Alliance II units owned by ACMC and the 24,415,727 Alliance II units owned by ECMC which, together with the 4,432,576 Alliance II units owned directly by Equitable, represent 55.38% of the Alliance II units outstanding. By reason of its ownership interest in ACMC, ECMC, DLJ, Equitable and AXCS, AXF may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 722,178 Units owned by ACMC, the 722,178 Units owned by ECMC and the 38,830 Units acquired on behalf of client discretionary accounts by DLJ, representing 2.07% of the Units outstanding, and the 66,220,822 Alliance II units owned by ACMC, the 24,415,727 Alliance II units owned by ECMC and the 4,432,576 Alliance II units owned directly by Equitable, representing 55.38% of the Alliance II units outstanding. (This excludes Units acquired by Alliance solely for investment purposes on behalf of client discretionary accounts.) AXA, by virtue of its ownership of 58.1% of the outstanding shares of common stock of AXF, may be deemed to beneficially own all of the Units and Alliance II units owned indirectly by AXF. By reason of the Voting Trust Agreement, the Trustees may also be deemed to be beneficial owners of such Units and Alliance II units. In addition, the Mutuelles AXA, as a group, and Finaxa may be deemed to be beneficial owners of such Units and Alliance II units. Each of AXA, Finaxa, the Mutuelles AXA and the Trustees expressly declares that the filing of this Schedule 13D shall not be construed as an admission that it is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of such Units or Alliance II units. AXA, by reason of its relationship with AXF, may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of all of the Units and Alliance II units beneficially owned by AXF. By reason of the Voting Trust arrangement, the Trustees may be deemed and, by reason of their relationship with AXA, the Mutuelles AXA, as a group, and Finaxa may be deemed, to share the power to vote or to direct the vote and to dispose or to direct the disposition of all the Units and Alliance II units beneficially owned by AXF. To the knowledge of the Reporting Persons, the following directors and executive officers of the Reporting Persons listed in Exhibits 1 through 13 hereto beneficially own the following number of outstanding Units and options or other rights to acquire Units presently or within 60 days: Richard H. Jenrette 20,000 Units (of which 1,000 Units are held on behalf of the Richard Hampton Jenrette Foundation and 3,000 Units are held in an IRA account) John T. Hartley 1,460 Units (all of which are owned by his spouse, Martha Hartley) Peter D. Noris 2,000 Units George J. Sella, Jr. 10,000 Units Page 23 of 62 John S. Chalsty 18,000 Units Dave H. Williams 1,072,176 Units (of which 160,000 Units are owned by his spouse, Reba Williams) Henri de Castries 2,000 Units Denis Duverne 2,000 Units Other than as described above and in Item 4 above, none of the Reporting Persons beneficially owns any Units or Alliance II units or options or other rights to acquire Units or Alliance II units presently or within 60 days and, to the knowledge of the Reporting Persons, none of the natural persons listed in Exhibits 1 through 13 hereto beneficially owns any Units or options and other rights to acquire Units within 60 days. (c) During the 60 days preceding the filing of this Amendment, the following transactions in Units of the issuer were made: (i) On September 30, 1999, Alliance commenced an exchange offer pursuant to which it offered to all of its unitholders the opportunity to exchange their Alliance Units for Alliance II units, on a one-for-one basis. On October 29, 1999, Alliance announced that it had completed the exchange offer. According to Alliance, as of the expiration of the public exchange offer at 12:00 a.m. on October 29, 1999, 4,713,279 Units had been tendered and accepted for exchange by Alliance. (ii) At the close of business on October 29, 1999, Equitable ECMC and ACMC exchanged an aggregate of 95,069,125 Units for 95,069,125 Alliance II units in private transactions on the same terms as the public exchange offer. In addition, Equitable contributed 100,000 Units to Alliance Capital Management Corporation, the general partner of Alliance, which exchanged such Units for 100,000 units of general partnership interest in Alliance. (iii) On September 29, 1999, Dave H. Williams sold 26,600 Units at a price per Unit of $27.000 in an open market sale. On October 29, 1999, Alliance accepted for exchange 759,036 Units tendered by Dave H. Williams pursuant to its exchange offer and exchanged them for 759,036 Alliance II units. (iv) On October 29, 1999, Alliance accepted for exchange 18,000 Units tendered by Michael Hegarty pursuant to its exchange offer and exchanged them for 18,000 Alliance II units. (v) On October 29, 1999, Alliance accepted for exchange 3,500 Units tendered by R. Lee Wilson pursuant to its exchange offer and exchanged them for 3,500 Alliance II units. (vi) On October 29, 1999, Alliance accepted for exchange 4,000 Units tendered by Stanley B. Tulin pursuant to its exchange offer and exchanged them for 4,000 Alliance II units. Other than as described above, no transactions in the Units have been effected during the past 60 days by the Reporting Persons, or, to the knowledge of the Reporting Persons, any natural person named in Exhibits 1 through 13 hereto. Page 24 of 62 (d) Not applicable. (e) On October 29, 1999, each of the Reporting Persons ceased to be the beneficial owner of more than 5% of the outstanding Units. See Items 4 and 5(a) with respect to Alliance II units beneficially owned by the Reporting Persons. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Equitable, Alliance, Alliance II and Alliance Capital Management Corporation, in its capacities as the general partner of Alliance and Alliance II, entered into an Agreement and Plan of Reorganization, dated as of August 20, 1999, which superceded the Exchange Agreement, dated as of April 8, 1999 among Equitable, Alliance and Alliance II. Under the Agreement and Plan of Reorganization, the parties agreed to take certain actions to effect the Reorganization described in the response to Item 4 above. Pursuant to the Agreement and Plan of Reorganization, (i) Equitable, on the terms and conditions stated therein, exchanged, and caused its affiliates who held Alliance Units to exchange, substantially all of such Units for Alliance II units immediately following, and subject to the same terms and conditions as, the public exchange offer, (ii) the general partnership interest in Alliance held by the general partner of Alliance was converted into a number of general partnership units determined by dividing the total number of Units outstanding immediately prior to the conversion by 99, (iii) Equitable and/or its affiliates contributed to the general partner 100,000 Units, and (iv) the general partner of Alliance exchanged 100,000 Units for an equal number of units of general partnership interest in Alliance. A copy of a form of the Exchange Agreement is included as Exhibit 19 hereto and a copy of the Agreement and Plan of Reorganization is included as Exhibit 19 hereto. Item 7. Material to Be Filed as Exhibits Exhibit 1 Information with respect to Members of the Executive Board, Supervisory Board and Executive Officers of AXA Exhibit 2 Information with respect to Executive Officers of Finaxa and Members of Finaxa's Conseil d'Administration Exhibit 3 Information with respect to Executive Officers of AXA Assurances I.A.R.D. Mutuelle and Members of AXA Assurances I.A.R.D. Mutuelle's Conseil d'Administration Exhibit 4 Information with respect to Executive Officers of AXA Assurances Vie Mutuelle and Members of AXA Assurances Vie Mutuelle's Conseil d'Administration Exhibit 5 Information with respect to Executive Officers of AXA Courtage Assurance Mutuelle and Members of AXA Courtage Assurance Mutuelle's Conseil d'Administration Exhibit 6 Information with respect to Executive Officers of AXA Conseil Vie Assurance Mutuelle and Members of AXA Conseil Vie Assurance Mutuelle's Conseil d'Administration Page 25 of 62 Exhibit 7 Intentionally omitted since Alpha Assurances I.A.R.D. Mutuelle was merged into Alpha Assurances Vie Mutuelle (now known as AXA Conseil Vie Assurance Mutuelle) Exhibit 8 Information with respect to the Executive Officers and Directors of AXA Financial, Inc. (which is the sole member of AXA Client Solutions, LLC) Exhibit 9 Information with respect to the Executive Officers and Directors of The Equitable Life Assurance Society of the United States (which is the sole member of Equitable Holdings, LLC) Exhibit 10 Intentionally omitted since Equitable Holding Corporation has merged into Equitable Holdings, LLC, whose sole member is The Equitable Life Assurance Society of the United States Exhibit 11 Information with respect to the Executive Officers and Directors of Equitable Investment Corporation Exhibit 12 Information with respect to the Executive Officers and Directors of ACMC, Inc. Exhibit 13 Information with respect to the Executive Officers and Directors of Equitable Capital Management Corporation Exhibit 14 Filing Agreement with respect to the Schedule 13D among the Reporting Persons (incorporated by reference to Exhibit 17 of the Schedule 13D filed on August 4, 1992) Exhibit 15 Powers of Attorney with respect to the Schedule 13D (incorporated by reference to Exhibit 15 filed with Amendment No. 3 to the Schedule 13D filed on October 22, 1996) Exhibit 16 Amended and Restated Transfer Agreement dated as of February 23, 1993, as amended and restated on May 28, 1993 (incorporated by reference to Exhibit 19 filed with Amendment No. 1 to the Schedule 13D filed on July 29, 1993) Exhibit 17 Press Release, dated October 29, 1999, of Alliance Capital Management L.P. Exhibit 18 Form of Exchange Agreement, dated as of April 8, 1999, among The Equitable Life Assurance Society of the United States, Alliance Capital Management L.P. and Alliance Capital Management L.P. II (incorporated by reference to Exhibit 18 filed with Amendment No. 6 to the Schedule 13 D filed on April 9, 1999) Exhibit 19 Agreement and Plan of Reorganization, dated as of August 20, 1999, among The Equitable Life Assurance Society of the United States, Alliance Capital Management L.P., Alliance Capital Management L.P. II and Alliance Capital Management Corporation (incorporated by reference to Exhibit 99.1 filed with the Form 8-K filed on November 3, 1999) Page 26 of 62 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 AXA FINAXA AXA ASSURANCES I.A.R.D. MUTUELLE AXA ASSURANCES VIE MUTUELLE AXA COURTAGE ASSURANCE MUTUELLE AXA CONSEIL VIE ASSURANCE MUTUELLE CLAUDE BEBEAR, PATRICE GARNIER AND HENRI DE CLERMONT-TONNERRE, AS AXA VOTING TRUSTEES UNDER THE VOTING TRUST AGREEMENT By /s/ Alvin H. Fenichel ------------------------- Signature Alvin H. Fenichel, Attorney-in-Fact ----------------------------------- Name/Title Page 27 of 62 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 AXA FINANCIAL, INC. By: /s/ Alvin H. Fenichel ------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller Page 28 of 62 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 AXA CLIENT SOLUTIONS, LLC By: /s/ Alvin H. Fenichel ------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller Page 29 of 62 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By: /s/ Alvin H. Fenichel ------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller Page 30 of 62 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 EQUITABLE HOLDINGS, LLC By: The Equitable Life Assurance Society of the United States, as sole member By: /s/ Alvin H. Fenichel ---------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller Page 31 of 62 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 EQUITABLE INVESTMENT CORPORATION By /s/ Kevin R. Byrne ---------------------- Name: Kevin R. Byrne Title: Treasurer Page 33 of 62 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 ACMC, INC. By /s/ Kevin R. Byrne -------------------------------- Name: Kevin R. Byrne Title: Treasurer Senior Vice President and Chief Financial Officer Page 33 of 62 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: November 3, 1999 EQUITABLE CAPITAL MANAGEMENT CORPORATION By /s/ Kevin R. Byrne -------------------------------- Name: Kevin R. Byrne Title: Treasurer Senior Vice President and Chief Financial Officer Page 34 of 62 Exhibit 1 MEMBERS OF THE EXECUTIVE BOARD, THE SUPERVISORY BOARD AND THE EXECUTIVE OFFICERS OF AXA The names of the Members of the Executive Board, the Supervisory Board and the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member's business is that of AXA at 9, place Vendome, 75001 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA and each individual is a citizen of the Republic of France. Members of the Executive Board Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Claude Bebear Chairman of the Executive Board AXA 23, avenue Matignon 75008 PARIS Gerard de La Martiniere Senior Executive Vice-President and AXA Chief Financial Officer 23, avenue Matignon 75008 PARIS Michel Pinault Senior Executive Vice-President and AXA Executive Board Secretary 23, avenue Matignon 75008 PARIS Members of the Supervisory Board Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Antoine Bernheim Chairman of Assicurazioni Generali SpA Lazard Freres et Cie (insurance) 121, Bd Haussmann 75008 PARIS Jacques Calvet Former Chairman of the Executive Board of 7, rue de Tilsitt Peugeot SA (auto manufacturer) 75017 PARIS Page 35 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Henri de Clermont-Tonnerre Chairman of the Supervisory Board of Qualis ERSA SCA (transportation) 90, rue de Miromesnil 75008 PARIS David Dautresme General Partner of Lazard Freres et Cie Lazard Freres et Cie (investment banking) 121, boulevard Haussmann 75008 PARIS Guy Dejouany Honorary Chairman of Vivendi Vivendi Generale des Eaux 52, rue d'Anjou 75008 PARIS Paul Desmarais(1) Chairman and Chief Executive Officer of Power Power Corporation of Canada Corporation of Canada (industry and services) 751, square Victoria MONTREAL (QUEBEC) CANADA H2Y 2J3 Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of chemicals 25, Quai Paul Dourner and agricultural products) 92408 COURBEVOIE Michel Francois-Poncet Chairman of the Supervisory Board of Paribas PARIBAS (financial services and banking) 3, rue d'Antin 75002 PARIS Jacques Friedmann Chairman of the Supervisory Board AXA 9, Place Vendome 75001 PARIS - - -------- (1) Citizen of Canada. Page 36 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Patrice Garnier Retired Anthony J. Hamilton(1) Group Chairman and Chief Executive of Fox- Fox-Pitt, Kelton Group Ltd. Pitt, Kelton Group Limited (investment 35 Wilson Street banking firm) London EC2M 2SJ ENGLAND Henri Hottinguer(2) Vice-Chairman of Financiere Hottinguer Financiere (banking) HOTTINGUER 43, rue Taitbout 75009 PARIS Richard Jenrette(3) Senior advisor of Donaldson, Lufkin & DLJ Jenrette (banking) 277 Park Avenue NEW YORK, NY 10172 - USA Henri Lachmann Vice-Chairman and Chief Executive Officer of SCHNEIDER S.A. Schneider S.A. (electric equipment) 64-70, Av. Jean-Baptiste Clement 92646 BOULOGNE CEDEX Gerard Mestrallet Chairman and Chief Executive Officer of Suez Suez - Lyonnaise des Eaux Lyonnaise des Eaux (finance) 1, rue d'Astorg 75008 PARIS Friedel Neuber Chairman of the Executive Board of Westdeutsche Landesbank Westdeutsche Landesbank (banking) Girozentrale Herzogstrasse 15 D-40217 DUSSELDORF (Allemagne) - - -------- (1) Citizen of United Kingdom (2) Citizen of Switzerland (3) Citizen of the United States of America Page 37 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Alfred von Oppenheim Chairman of Bank Oppenheim (banking) SAL OPPENHEIM Jr. & Cie Unter Sachsenhausen 4 50667 KOLN (Allemagne) Michel Pebereau Chairman and Chief Executive Officer of B.N.P. Banque Nationale de Paris (banking) 16, boulevard des Italiens 75009 PARIS Didier Pineau-Valencienne Vice Chairman of Credit Suisse First Boston 64, rue de Miromesnil (investment banking) 75008 Paris, France Bruno Roger General Partner of Lazard Freres & Cie Lazard Freres et Cie (investment banking) 121, boulevard Haussman 75008 PARIS Simone Rozes First honorary President of Cour de Cassation 2, rue Villaret de Joyeuse (government) 75017 PARIS Executive Officers Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Claude Bebear Chairman of the Executive Board AXA 23, avenue Matignon 75008 PARIS Page 38 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Jean-Luc Bertozzi Executive Officer of AXA Assurances I.A.R.D. Tour AXA Mutuelle and AXA Assurances Vie Mutuelle 1, place des Saisons 92083 PARIS LA DEFENSE Donald Brydon(1) Senior Executive Vice-President; Chief AXA Investment Managers Executive, AXA Investment Managers Europe 60 Gracechurch Street London EC3V 0HR U.K. John Chalsty(2) Senior Executive Vice-President; DLJ Chairman of Donaldson, Lufkin & 277 Park Avenue Jenrette, Inc. (investment banking) New York, NY 10172 USA Henri de Castries Senior Executive Vice-President -Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe Francoise Colloch Senior Executive Vice-President, AXA Group Human Resources and Communications 23, avenue Matignon 75008 PARIS Jacques Deparis Executive Officer of AXA Courtage and AXA AXA Courtage Collectives 26, rue Louis le Grand 75002 PARIS Michael Hegarty Vice Chairman and Chief Operating Officer of AXA Financial, Inc. AXA Financial, Inc. and President and Chief 1290 Avenue of the Americas Operating Officer of The Equitable Life New York, NY 10104 Assurance Society of the United States USA - - -------- (1) Citizen of the United Kingdom (2) Citizen of the United States of America Page 39 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Tony Killen Senior Executive Vice-President; Managing National Mutual Holdings Director of National Mutual Holdings 447 Collins Street Melbourne Victoria 3000 Australia Claas Kleyboldt(1) Senior Executive Vice-President; Chairman of AXA Colonia Konzern the Executive Board AXA Colonia Konzern AG Gereondriesch 9-11 50670 Koln Germany Gerard de La Martiniere Senior Executive Vice-President and Chief AXA Financial Officer 23, avenue Matignon 75008 PARIS Edward Miller President and Chief Executive Officer of AXA AXA Financial, Inc. Financial, Inc.; Chairman and Chief Executive 1290 Avenue of the Americas Officer of The Equitable Life Assurance New York, NY 10104 Society of the United States USA Jean-Marie Nessi Chairman and Chief Executive Officer of AXA AXA Re Reassurance 39, rue de colisee 75008 PARIS Francois Pierson Executive Officer of AXA Conseil I.A.R.D. and AXA Conseil AXA Conseil Vie 21, rue de Chateaudun 75009 PARIS Michel Pinault Senior Executive Vice-President and AXA Secretary of the Executive Board 23, avenue Matignon 75008 PARIS - - -------- (1) Citizen of Germany Page 40 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Claude Tendil Senior Executive Vice-President; Chairman and AXA Chief Executive Officer - French Insurance 23, avenue Matignon activities, international risks, transborder 75008 PARIS insurance projects Dave H. Williams(1) Senior Executive Vice-President; Chairman of Alliance Capital Alliance Capital Management Corporation 1345 Avenue of the Americas New York, NY 10105 USA Mark Wood Senior Executive Vice President; SLPH Managing Director of Sun Life & Provincial 107 Cheapside Holdings (insurance) London EC2V 6DU U.K. - - -------- (1) Citizen of the United States of America Page 41 of 62 Exhibit 2 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF FINAXA The names of the Members of the Conseil d'Administration and of the Executive Officers of Finaxa and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Finaxa at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Finaxa and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive Officer; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS *Henri Senior Executive Vice-President-Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe *Henri de Clermont-Tonnerre Chairman of the Supervisory Board of ERSA Qualis SCA (transportation) 90, rue de Miromesnil 75008 PARIS *Jean-Rene Fourtou Chairman and Chief Executive Officer of Permanent representative of Rhone-Poulenc S.A.(manufacturer of AXA ASSURANCES chemicals and agricultural products) I.A.R.D. MUTUELLE Rhone Units 25, Quai Paul Doumer 92408 COURBEVOIE *Patrice Garnier Retired Page 42 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Henri Hottinguer(1) Vice-Chairman of Financiere Hottinguer Financiere (banking) HOTTINGUER 43, rue Taitbout 75009 PARIS *Paul Hottinguer(1) Chairman of Financiere Hottinguer Financiere (banking) HOTTINGUER 43, rue Taitbout 75009 PARIS *Henri Lachmann Vice-Chairman and Chief Executive Officer SCHNEIDER S.A. of Schneider SA (electric equipment) 64-70, Av. Jean-Baptiste Clement 92646 BOULOGNE CEDEX *Andre Levy-Lang Chairman of the Executive Board of PARIBAS PARIBAS (banking) 3, Rue d'Antin 75002 PARIS *Christian Manset Member of the Executive Board of PARIBAS PARIBAS (banking) 3, Rue d'Antin 75002 PARIS *Georges Rousseau Retired *Emilio de Ybarra y Churruca Chairman and Chief Executive Officer of BBV BANCO BILBAO VIZCAYA (banking) Paseo de la Castellana, 81 28046 MADRID ESPAGNE Gerard de La Martiniere Chief Executive Officer; AXA Senior Executive Vice-President and Chief 23, avenue Matignon Financial Officer of AXA 75008 PARIS - - ------------------------ * Member, Conseil d'Administration - - -------- (1) Citizen of Switzerland Page 43 of 62 Exhibit 3 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA ASSURANCES I.A.R.D. MUTUELLE The names of the Members of the Conseil d'Administration and of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances I.A.R.D. Mutuelle at 21, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances I.A.R.D. Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS *Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX *Claude Tendil Senior Executive Vice-President of AXA; AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Jean-Luc Bertozzi Executive Officer of AXA Assurances I.A.R.D. Tour AXA and AXA Assurances Vie 1, place des Saisons 92083 PARIS LA DEFENSE *Henri de Castries Senior Executive Vice-President - Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe *Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone-Poulenc Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE Page 44 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Henri de Clermont-Tonnerre Chairman of the Supervisory Board ERSA of Qualis SCA (transportation) 90, rue de Miromesnil 75008 PARIS *Francois Richer Retired *Georges Rousseau Retired *Gerard Coutelle Retired *Francis Vaudour Retired *Jean-Pierre Chaffin Representing ASSSE Chairman Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS *Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - - -------------------- * Member, Conseil d'Administration Page 45 of 62 Exhibit 4 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA ASSURANCES VIE MUTUELLE The names of the Members of the Conseil d'Administration and of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances Vie Mutuelle at 21, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS *Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX *Claude Tendil Senior Executive Vice-President of AXA AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Jean-Luc Bertozzi Executive Officer of AXA Assurances I.A.R.D. Tour AXA and AXA Assurances Vie 1, place des Saisons 92083 PARIS LA DEFENSE *Henri de Castries Senior Executive Vice-President - Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe *Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE Page 46 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Henri de Clermont-Tonnerre Chairman of the Supervisory Board ERSA of Qualis SCA (transportation) 90, rue de Miromesnil 75008 PARIS *Francois Richer Retired *Georges Rousseau Retired *Gerard Coutelle Retired *Francis Vaudour Retired *Jean-Pierre Chaffin Representing ASSSE Chairman Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS *Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - - -------------------- * Member, Conseil d'Administration Page 47 of 62 Exhibit 5 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA COURTAGE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Courtage Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Courtage Assurance Mutuelle at 26, rue de Louis-le-Grand, 75002 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Courtage Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS *Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX *Claude Tendil Senior Executive Vice-President of AXA; AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Jacques Deparis Executive Officer of AXA Assurances I.A.R.D. AXA Courtage and AXA Collectives 26, rue Louis le Grand 75002 PARIS *Henri de Castries Senior Executive Vice-President - Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe *Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE *Patrice Garnier Retired Page 48 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Francis Cordier Retired *Georges Rousseau Retired *Gerard Coutelle Retired *Jean-Pierre Chaffin Representing ASSSE Chairman Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS *Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - - -------------------- * Member, Conseil d'Administration Page 49 of 62 Exhibit 6 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA CONSEIL VIE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and of the Executive Officers of AXA Conseil Vie Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Conseil Vie Assurance Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Conseil Vie Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS *Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX *Claude Tendil Senior Executive Vice-President of AXA; AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Francois Pierson Executive Officer of AXA Conseil Vie and AXA Conseil AXA Conseil I.A.R.D. 21, rue de Chateaudun 75009 PARIS *Henri de Castries Senior Executive Vice-President - Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe *Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE *Patrice Garnier Retired Page 50 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Francis Cordier Retired *Francois Richer Retired *Bernard Cornille Retired *Francis Vaudour Retired *Henri de Clermont Tonnerre Chairman of the Supervisory Board of ERSA Qualis SCA (transportation) 90 rue de Miromesnil 75008 PARIS *Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - - -------------------- * Member, Conseil d'Administration Page 51 of 62 Exhibit 8 Executive Officers and Directors of AXA Financial, Inc. The names of the Directors and the names and titles of the Executive Officers of AXA Financial, Inc. (formerly known as The Equitable Companies Incorporated), which is the sole member of AXA Client Solutions, LLC ("AXF"), and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of AXF at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXF and each individual is a United States citizen. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Claude Bebear(1) Chairman of the Executive Board, AXA AXA 23, avenue Matignon 75008 Paris, France *John S. Chalsty Chairman of the Board, Donaldson, Lufkin Donaldson, Lufkin & Jenrette, Inc. & Jenrette, Inc. (investment banking) 277 Park Avenue New York, NY 10172 *Francoise Colloc'h (1) Senior Executive Vice President, AXA Human Resources and Communications, 23, avenue Matignon AXA 75008 Paris, France *Henri de Castries (1) Chairman of the Board; Senior Executive AXA Vice-President - Financial Services and 23, avenue Matignon Life Insurance Activities in the United 75008 Paris, France States, United Kingdom, Benelux, Northern and Eastern Europe *Joseph L. Dionne Chairman of the Board, The McGraw-Hill Companies The McGraw Hill Companies 1221 Avenue of the Americas (publishing) New York, NY 10020 *Jean-Rene Fourtou (1) Chairman and Chief Executive Officer, Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25 Quai Paul Doumer chemicals and agricultural products) 92408 Courbevoie Cedex, France Page 52 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Jacques Friedmann (1) Chairman of the Supervisory Board of AXA AXA 9, Place Vendome 75001 Paris, France Robert E. Garber Executive Vice President and General Counsel; Executive Vice President and General Counsel of The Equitable Life Assurance Society of the United States *Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf, LeBoeuf, Lamb, Greene & MacRae Lamb, Greene & MacRae (law firm) 125 West 55th Street New York, NY 10019 *Anthony J. Hamilton (2) Group Chairman and Chief Executive of Fox-Pitt, Kelton Group Limited Fox-Pitt, Kelton Group Limited 35 Wilson Street (investment banking firm) London, England EC2M 2SJ *John T. Hartley Director and retired Chairman and Chief Harris Corporation Executive Officer of Harris Corporation 1025 NASA Boulevard (manufacturer of electronic, telephone Melbourne, FL 32919 and copying systems) *John H. F. Haskell, Jr. Director and Managing Director of Warburg Dillon Read LLC Warburg Dillon Read LLC (investment 299 Park Avenue banking) New York, NY 10171 *Michael Hegarty Vice Chairman and Chief Operating Officer; President and Chief Operating Officer of The Equitable Life Assurance Society of the United States *Nina Henderson President of Bestfoods Grocery (food Bestfoods Grocery manufacturer) 700 Sylvan Avenue Englewood Cliffs, NJ 07632 *W. Edwin Jarmain (3) President of Jarmain Group Inc. (private Jarmain Group Inc. investment holding company) 121 King Street West Suite 2525, Box 36 Toronto, Ontario M5H 3T9 Canada Page 53 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- *Edward D. Miller President and Chief Executive Officer; Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer of The Equitable Life Assurance Society of the United States *Didier Pineau-Valencienne (1) Vice Chairman of Credit Suisse First 64, rue de Miromesnil Boston (investment banking) 75008 Paris, France *George J. Sella, Jr. Retired Chairman and Chief Executive American Cyanamid Company Officer, American Cyanamid Company P.O. Box 397 (manufacturer of pharmaceutical products Newton, NJ 07860 and agricultural herbicides and pesticides) Jose Suquet Executive Vice President; Senior Executive Vice President and Chief Distribution Officer of The Equitable Life Assurance Society of the United States *Peter J. Tobin Dean of the College of Business 8000 Utopia Parkway Administration, St. John's University College of Business Administration Bent Hall Jamaica, NY 11439 Stanley B. Tulin Executive Vice President and Chief Financial Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States *Dave H. Williams Chairman of Alliance Capital Management Alliance Capital Management Corporation Corporation 1345 Avenue of the Americas New York, NY 10105 - - ----------------- * Director (1) Citizen of the Republic of France (2) Citizen of the United Kingdom (3) Citizen of Canada Page 54 of 62 Exhibit 9 Executive Officers and Directors of The Equitable Life Assurance Society of the United States The names of the Directors and the names and titles of the Executive Officers of The Equitable Life Assurance Society of the United States ("Equitable"), which is the sole member of Equitable Holdings, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Equitable at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Equitable and each individual is a United States citizen. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- Leon B. Billis Executive Vice President and Chief Information Officer Derry E. Bishop Executive Vice President and Chief Agency Officer Robert T. Brockbank Executive Vice President and AXA Group Deputy Chief Information Officer John A. Caroselli Executive Vice President * Francoise Colloc'h (1) Senior Executive Vice President, Group AXA Human Resources and Communications, 23, avenue Matignon AXA 75008 Paris, France * Henri de Castries (1) Senior Executive Vice-President - Financial AXA Services and Life Insurance Activities in 23, avenue Matignon the United States, United Kingdom, Benelux, 75008 Paris, France Northern and Eastern Europe * Joseph L. Dionne Chairman of the Board of The McGraw Hill The McGraw-Hill Companies Companies (publishing) 1221 Avenue of the Americas New York, NY 10020 Page 55 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- * Denis Duverne (1) Senior Vice President, International AXA (US-UK-Benelux), AXA 23, avenue Matignon 75008 Paris, France * Jean-Rene Fourtou (1) Chairman and Chief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A.(manufacturer of 25 Quai Paul Doumer chemicals and agricultural products) 92408 Courbevoie Cedex, France * Norman C. Francis President, Xavier University of Louisiana Xavier University of Louisiana 7325 Palmetto Street New Orleans, LA 70125 Robert E. Garber Executive Vice President and General Counsel; Executive Vice President and General Counsel of AXA Financial, Inc. * Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf, LeBoeuf, Lamb, Greene & MacRae Lamb, Greene & MacRae (law firm) 125 West 55th Street New York, NY 10019 * John T. Hartley Director and retired Chairman and Chief Harris Corporation Executive Officer of Harris Corporation 1025 NASA Boulevard (manufacturer of electronic, telephone and Melbourne, FL 32919 copying systems) * John H. F. Haskell, Jr. Director and Managing Director, Warburg Warburg Dillon Read LLC Dillon Read LLC (investment banking firm) 299 Park Avenue New York, NY 10171 Page 56 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- * Michael Hegarty President and Chief Operating Officer; Vice Chairman and Chief Operating Officer of AXA Financial, Inc. * Nina Henderson President of Bestfoods Grocery (food Bestfoods Grocery manufacturer) 700 Sylvan Avenue Englewood Cliffs, NJ 07632 * W. Edwin Jarmain (3) President of Jarmain Group Inc. (private Jarmain Group Inc. investment holding company) 121 King Street West Suite 2525; Box 36 Toronto, Ontario M5H3T9 Canada * George T. Lowy Counselor-at-Law, Partner, Cravath, Cravath, Swaine & Moore Swaine & Moore (law firm) 825 Eighth Avenue New York, NY 10019 Michael S. Martin Executive Vice President and Chief Marketing Officer Richard J. Matteis Executive Vice President * Edward D. Miller Chairman and Chief Executive Officer; President and Chief Executive Officer of AXA Financial, Inc. Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer of AXA Financial, Inc. Brian S. O'Neil Executive Vice President * Didier Pineau-Valencienne (1) Vice Chairman of Credit Suisse First Boston 64, rue de Miromesnil (investment banking) 75008 Paris, France Page 57 of 62 Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- * George J. Sella, Jr. Retired Chairman and Chief Executive American Cyanamid Company Officer of American Cyanamid Company P.O. Box 397 (manufacturer pharmaceutical products Newton, NJ 07860 and agricultural herbicides and pesticides) Jose Suquet Senior Executive Vice President and Chief Distribution Officer; Executive Vice President of AXA Financial, Inc. * Peter J. Tobin Dean of the College of Business 8000 Utopia Parkway Administration, St. John's University College of Business Administration Bent Hall Jamaica, NY 11439 * Stanley B. Tulin Vice Chairman and Chief Financial Officer; Executive Vice President and Chief Financial Officer of AXA Financial, Inc. Gregory G. Wilcox Executive Vice President * Dave H. Williams Chairman of Alliance Capital Management Alliance Capital Corporation 1345 Avenue of the Americas New York, NY 10105 R. Lee Wilson Executive Vice President and Deputy Chief Financial Officer - - -------------------- * Director (1) Citizen of the Republic of France (2) Citizen of the United Kingdom (3) Citizen of Canada 58 of 62 Exhibit 11 Executive Officers and Directors of Equitable Investment Corporation The names of the Directors and the names and titles of the Executive Officers of Equitable Investment Corporation ("EIC") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of EIC at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to EIC and each individual is a United States citizen. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- * Michael Hegarty Executive Vice President and Chief Operating Officer; President and Chief Operating Officer of The Equitable Life Assurance Society of the United States; Vice Chairman and Chief Operating Officer of AXA Financial, Inc. * Edward D. Miller Chairman, President and Chief Executive Officer; Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States; President and Chief Executive Officer of AXA Financial, Inc. * Stanley B. Tulin Executive Vice President and Chief Financial Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States; Executive Vice President and Chief Financial Officer of AXA Financial, Inc. - - ----------------- * Director Page 59 of 62 Exhibit 12 Executive Officers and Directors of ACMC, Inc. The names of the Directors and the names and titles of the Executive Officers of ACMC, Inc. and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of ACMC, Inc. at 1290 Avenue of the Americas, New York, New York, 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to ACMC, Inc. and each individual is a United States citizen. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- * Kevin R. Byrne Senior Vice President and Chief Financial Officer; Senior Vice President and Treasurer of The Equitable Life Assurance Society of the United States and AXA Financial, Inc. * Michael Hegarty President and Chief Operating Officer of The Equitable Life Assurance Society of the United States; Vice Chairman and Chief Operating Officer of AXA Financial, Inc. * Edward D. Miller Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States; President and Chief Executive Officer of AXA Financial, Inc. * Stanley B. Tulin Chairman, President and Chief Executive Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States; Executive Vice President and Chief Financial Officer of AXA Financial, Inc. - - ----------------- * Director Page 60 of 62 Exhibit 13 Executive Officers and Directors of Equitable Capital Management Corporation The names of the Directors and the names and titles of the Executive Officers of Equitable Capital Management Corporation ("ECMC") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of ECMC at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to ECMC and each individual is a United States citizen. Name, Business Address Present Principal Occupation - - ---------------------- ---------------------------- * Kevin R. Byrne Senior Vice President and Chief Financial Officer; Senior Vice President and Treasurer of The Equitable Life Assurance Society of the United States and AXA Financial, Inc. * Michael Hegarty President and Chief Operating Officer, The Equitable Life Assurance Society of the United States; Vice Chairman and Chief Operating Officer of AXA Financial, Inc. * Edward D. Miller Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States; President and Chief Executive Officer of AXA Financial, Inc. * Stanley B. Tulin Chairman, President and Chief Executive Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States; Executive Vice President and Chief Financial Officer of AXA Financial, Inc. - - -------------------- * Director Page 61 of 62 Exhibit 17 PRESS RELEASE FOR IMMEDIATE RELEASE: Media Contact: Duff Ferguson (212) 969-1056 Investor Contact: Karen Caddick (212) 969-6414 ALLIANCE CAPITAL MANAGEMENT L.P. ANNOUNCES RESULTS OF EXCHANGE OFFER New York, N.Y., October 29, 1999 -- Alliance Capital Management L.P. (NYSE: AC) ("Alliance") announced that it has accepted for exchange all units of Alliance validly tendered pursuant to its exchange offer for outstanding units of Alliance. Approximately 4,713,279 Alliance Units were tendered in the exchange offer. Alliance exchanged all tendered Units for units in the new private partnership. No tendered Units were rejected pursuant to the cap on tenders. In addition, Equitable Life and its affiliates exchanged, in a private exchange, approximately 95,069,125 Alliance Units for units in the private partnership. As previously announced, Alliance implemented the reorganization as of the close of business today. Alliance transferred its business to the newly-formed private limited partnership which will conduct Alliance's business without change in management or employee responsibilities. Alliance's principal asset is its interest in the new partnership, and it will function solely as a holding company through which public Unitholders will continue to own an indirect interest in Alliance's business. Immediately after the reorganization, Alliance changed its name to "Alliance Capital Management Holding L.P.", and the new partnership will assumed the name "Alliance Capital Management L.P." Alliance Capital Management Holding L.P. units will continue to trade on the New York Stock Exchange under the symbol "AC" with a new CUSIP No. 01855A101. Total outstanding units of Alliance Capital Management Holding L.P. are now approximately 71.8 million. About Alliance Capital Management L.P. Alliance is a major asset manager, ranked 12th in the world at year-end 1998, with more than $317.3 billion in client assets under management at September 30, 1999. Alliance manages retirement assets for many of the largest public and private employee benefit plans (including 28 of the nation's Fortune 100 companies), for public employee retirement funds in 31 out of the 50 states, and for foundations, endowments, banks, and insurance companies worldwide. Alliance is one of America's largest mutual fund sponsors, with a diverse family of fund portfolios and approximately 4.8 million shareholder accounts. Page 62 of 62 -----END PRIVACY-ENHANCED MESSAGE-----