-----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, L1RuATiZoro477P4g4NnN5p0dgfeqJ3aneDa03E+m6ZG0lPqbPXsclyYXen5y8wF /MezeIrtCYjtmy+vYPkJKg== 0001005477-04-004458.txt : 20041209 0001005477-04-004458.hdr.sgml : 20041209 20041209162017 ACCESSION NUMBER: 0001005477-04-004458 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041207 FILED AS OF DATE: 20041209 DATE AS OF CHANGE: 20041209 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT L P CENTRAL INDEX KEY: 0001109448 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 134064930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CASTRIES HENRI DE CENTRAL INDEX KEY: 0001266416 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041193594 MAIL ADDRESS: STREET 1: 25 AVENUE MATIGNON CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BEBEAR CLAUDE CENTRAL INDEX KEY: 0001266417 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041193595 MAIL ADDRESS: STREET 1: 25 AVENUE MATIGNON CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FINAXA ET AL CENTRAL INDEX KEY: 0001023043 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041193596 MAIL ADDRESS: STREET 1: 23 AVENUE METIGNON CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COLLOCH FRANCOISE CENTRAL INDEX KEY: 0001266415 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041193597 MAIL ADDRESS: STREET 1: 25 AVENUE MATIGNON CITY: PARIS STATE: I0 ZIP: 75008 4 1 edgar123.xml FORM 4 X0202 4 2004-12-07 0 0001109448 ALLIANCE CAPITAL MANAGEMENT L P NONE 0001023043 FINAXA ET AL 23, AVENUE MATIGNON PARIS I0 75008 FRANCE 0 0 1 1 Filed by mult. reporting pers. 0001266417 BEBEAR CLAUDE 25, AVENUE MATIGNON PARIS I0 75008 FRANCE 0 0 1 1 Filed by mult. reporting pers. 0001266416 CASTRIES HENRI DE 25, AVENUE MATIGNON PARIS I0 75008 FRANCE 0 0 1 1 Filed by mult. reporting pers. 0001266415 COLLOCH FRANCOISE 25, AVENUE MATIGNON PARIS I0 75008 FRANCE 0 0 1 1 Filed by mult. reporting pers. Units of Limited Partnership Interest 32699154 I See notes Units of Limited Partnership Interest 66220822 I See notes Units of Limited Partnership Interest 2004-12-07 4 J 0 8160000 A 49040637 I See notes Units of Limited Partnership Interest 5219396 I See notes These securities are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial"). Reflects 40,880,637 units ("Capital Units") of limited partnership interest in Alliance Capital Management L.P. ("Capital") currently directly owned by ECMC, LLC ("ECMC"), an indirect wholly-owned subsidiary of AXA Financial, as well as an additional 8,160,000 Capital Units that ECMC or other AXA Financial designee(s) will be expected to own directly upon settlement of the transaction described in footnotes (8) and (9) that is the subject of this Form 4. These securities are directly owned by AXA Equitable Life Insurance Company (f/k/a The Equitable Life Assurance Society of the United States) ("AXA Equitable"), an indirect wholly-owned subsidiary of AXA Financial. AXA indirectly owns all of the common stock (the "Common Stock") of AXA Financial, which is the direct and indirect beneficial owner of the securities covered by this Form 4. As of November 2004, the Mutuelles AXA, as a group, directly and indirectly (through Finaxa) owned approximately 20.5% of the issued ordinary shares (representing approximately 32.7% of the voting power) of AXA. The Mutuelles AXA, Finaxa and AXA expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4. AXA has deposited its shares of Common Stock into a voting trust. AXA will remain the indirect beneficial owner of such Common Stock, but during the term of the voting trust, the AXA Voting Trustees will exercise all voting rights with respect to the Common Stock. Accordingly, the AXA Voting Trustees may be deemed to beneficially own the securities covered by this Form 4. The AXA Voting Trustees expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4. In addition to the Capital Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in Alliance Capital Management Holding L.P. ("Holding") as follows. As of December 7, 2004, ACMC beneficially owned directly 722,178 Holding Units, ECMC beneficially owned directly 722,178 Holding Units and AXA Equitable did not beneficially own directly any Holding Units. Equitable Holdings, LLC wholly owns Alliance Capital Management Corporation, the general partner of both Capital and Holding. As of December 7, 2004, Holding owned 80,411,756 Capital Units. For more information on the Reporting Persons' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units. The Capital Units are highly illiquid, and the ability of a holder of Capital Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of Capital Units will be allowed only with the written consent of both AXA Equitable and the general partner of Capital. AXA Equitable and the general partner of Capital have stated that they intend to refuse to consent to any transfer that is not described in the safe harbors set forth in the United States Treasury regulations. AXA Financial entered into a purchase agreement with Sanford C. Bernstein Inc. ("SCB") and Capital, dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which it granted SCB the right, beginning on the second anniversary of the closing of Capital's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXA Financial (or its designee) to purchase Capital Units received by SCB as part of consideration for the Acquisition (in the aggregate, such Capital Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the Capital Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances. On December 7, 2004, SCB delivered a notice to AXA Financial stating that it was exercising its right to sell 8,160,000 Capital Units to AXA Financial (or its designee) under the Purchase Agreement. As provided in the Purchase Agreement, the purchase price for each of the Capital Units whose acquisition is being reported in this Form 4 will be the average of the closing prices of a Holding Unit as quoted on the New York Stock Exchange composite tape for the ten trading days ending on December 14, 2004, the fifth trading day following the December 7, 2004 exercise date. While the purchase price will not be determined until December 14, 2004, and the settlement date will be subsequent to that date, the Reporting Persons are filing this form to report AXA Financial's receipt, on December 7, 2004, of SCB's notice of exercise of its right to sell. These Capital Units are directly owned by AXA Financial. This is one of two Forms 4 reporting this transaction filed today by multiple reporting persons. See Attachment A filed as an Exhibit hereto for a complete list of Reporting Persons filing these two Forms 4 today. Alvin H. Fenichel (See Attachment A) 2004-12-09 -----END PRIVACY-ENHANCED MESSAGE-----