-----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, Mb5ceRw0eMW2qoMq79hpmbEy9FnvCr1qwZ94/KWKuLHHlkgoE6C/isEDCd0Z8OE7 jC6KPXUCOTHmDj0hZH3hgw== 0001209191-04-059206.txt : 20041222 0001209191-04-059206.hdr.sgml : 20041222 20041222200211 ACCESSION NUMBER: 0001209191-04-059206 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041207 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT HOLDING LP CENTRAL INDEX KEY: 0000825313 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133434400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCB PARTNERS INC CENTRAL INDEX KEY: 0001122087 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 041222179 BUSINESS ADDRESS: STREET 1: 50 MAIN ST STREET 2: SUITE 1000 CITY: WHITE PLAINS STATE: NY ZIP: 10606 BUSINESS PHONE: 9146826802 MAIL ADDRESS: STREET 1: 50 MAIN ST STREET 2: SUITE 1000 CITY: WHITE PLAINS STATE: NY ZIP: 10606 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCB INC CENTRAL INDEX KEY: 0001126105 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 041222180 BUSINESS ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 MAIL ADDRESS: STREET 1: 767 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10153 4/A 1 bny04092_bny1scb.xml MAIN DOCUMENT DESCRIPTION X0202 4/A 2004-12-07 2004-12-09 0000825313 ALLIANCE CAPITAL MANAGEMENT HOLDING LP AC 0001126105 SCB INC 50 MAIN STREET, SUITE 1000 WHITE PLAINS NY 10606 0 0 0 1 See footnote 4. 0001122087 SCB PARTNERS INC 50 MAIN STREET, SUITE 1000 WHITE PLAINS NY 10606 0 0 0 1 See footnote 4. Units 2004-12-07 4 J 0 8160000 40.077 D Holding Units 8160000 16320000 I See footnote The units of limited partnership interest of Alliance Capital Management L.P. ("Units") are exchangeable for units representing assignments of limited partnership interests in Alliance Capital Management Holding L.P. ("Holding Units") upon the satisfaction of a number of conditions including, but not limited to, the following: (i) the issuance of Holding Units must be exempt from registration pursuant to the Securities Act of 1933, as amended, and Alliance Capital Management Holding L.P. ("Holding") must have received any necessary representations, opinions or other documentation in connection with such issuance; (ii) the issuance of the Holding Units must be permissible under the terms of the Amended and Restated Agreement of Limited Partnership of Holding dated as of October 29, 1999; (iii) AXA Equitable Life Insurance Company (cont. in footnote 2) (cont. from footnote 1) (f/k/a The Equitable Life Assurance Society of the United States) ("Equitable") must consent to the transfer of the Units to Holding (which AXA Financial, Inc. ("AXA Financial"), Equitable's indirect parent, has agreed to cause Equitable to do); and (iv) SCB Inc. ("SCB") must provide an outside legal opinion, reasonably satisfactory to Alliance Capital Management L.P. ("Alliance"), stating that the exchange of Units for Holding Units constitutes a "block transfer" under applicable United States Treasury regulations. As of the date hereof, the status of the foregoing conditions and their ability to be satisfied at the time of any exchange is not certain. Prior to such exchange, SCB and SCB Partners Inc. ("Partners" and, together with SCB, the "Reporting Persons") are not entitled to any rights as a unit holder of Holding. In addition, the number of Holding Units into which the Units are exc hangeable is subject to adjustment for anti-dilution. On December 7, 2004, Partners delivered an exercise notice to AXA Financial informing AXA Financial of Partners' intention to require AXA Financial (or its designee) to purchase 8,160,000 Units from Partners in accordance with the terms of a purchase agreement, dated as of June 20, 2000 (the "Purchase Agreement"), among AXA Financial, Alliance Capital Management L.P. and SCB. The purchase price for each Unit that may be sold to AXA Financial pursuant to the Purchase Agreement upon the delivery of such exercise notice will be the average of the closing prices of a Holding Unit as quoted on the NYSE Composite Transaction Tape or as otherwise quoted or reported for the ten trading days ending on the fifth trading day following December 7, 2004. Partners may be deemed to own beneficially and directly 16,320,000 Units. Partners is a direct wholly-owned subsidiary of SCB. SCB, through its ownership of Partners, may be deemed to own beneficially and indirectly 16,320,000 Units following such purchase. SCB disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. The Reporting Persons disclaim any beneficial ownership of the Holding Units that they are entitled to receive upon exchange of the Units because of the uncertainties described in footnotes 1 and 2. Upon such exchange, however, Partners would be deemed to own beneficially and directly any such Holding Units into which Units were exchanged. SCB would disclaim beneficial ownership of such securities except to the extent of its pecuniary interest therein. SCB INC., /s/ Gerald M. Lieberman, Senior Vice President 2004-12-22 SCB PARTNERS INC., /s/ Gerald M. Lieberman, Senior Vice President 2004-12-22 -----END PRIVACY-ENHANCED MESSAGE-----