-----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, DLp47VBikG+6FAKkoAWV0liggG3aG62Z9dNSIbTBdlFLQw825veFpVjeCaxpkMMQ gipxzedOyrHI4dAQOPOXbw== 0001005477-08-006963.txt : 20081223 0001005477-08-006963.hdr.sgml : 20081223 20081223160555 ACCESSION NUMBER: 0001005477-08-006963 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081219 FILED AS OF DATE: 20081223 DATE AS OF CHANGE: 20081223 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONDRON CHRISTOPHER M CENTRAL INDEX KEY: 0001234323 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 081267439 MAIL ADDRESS: STREET 1: C/O ALLIANCE CAPITAL STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DUVERNE DENIS CENTRAL INDEX KEY: 0001234324 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 081267443 MAIL ADDRESS: STREET 1: C/O ALLIANCE CAPITAL STREET 2: 1345 AVENUE 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: 001-09818 FILM NUMBER: 081267444 MAIL ADDRESS: STREET 1: 25 AVENUE MATIGNON CITY: PARIS STATE: I0 ZIP: 75008 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN HOLDING L.P. 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 HOLDING LP DATE OF NAME CHANGE: 19991101 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT LP DATE OF NAME CHANGE: 19961231 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: OUDINOT PARTICIPATIONS CENTRAL INDEX KEY: 0001333987 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 081267440 BUSINESS ADDRESS: STREET 1: 39, RUE DU COLISEE CITY: PARIS STATE: I0 ZIP: 75008 BUSINESS PHONE: 011-0033 140 7573 89 MAIL ADDRESS: STREET 1: 39, RUE DU COLISEE CITY: PARIS STATE: I0 ZIP: 75008 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MONY LIFE INSURANCE CO CENTRAL INDEX KEY: 0001209935 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 081267442 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: MAIL STOP 11-18 CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: MAIL STOP 11-18 CITY: NEW YORK STATE: NY ZIP: 10104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MONY LIFE INSURANCE CO OF AMERICA CENTRAL INDEX KEY: 0000835357 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: AZ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 081267441 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: MAIL STOP 11-18 CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS STREET 2: MAIL STOP 11-18 CITY: NEW YORK STATE: NY ZIP: 10104 FORMER NAME: FORMER CONFORMED NAME: MONY LIFE INSURANCE COMPANY OF AMERICA DATE OF NAME CHANGE: 19981002 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA AMERICA HOLDINGS, INC. CENTRAL INDEX KEY: 0001333986 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 081267445 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 011-0033 140 7546 22 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 4 1 edgar123.xml FORM 4 X0303 4 2008-12-19 0 0000825313 ALLIANCEBERNSTEIN HOLDING L.P. AB 0001266416 CASTRIES HENRI DE 25, AVENUE MATIGNON PARIS I0 75008 FRANCE 0 0 0 1 Filed by mult. reporting pers. 0001234324 DUVERNE DENIS 25, AVENUE MATIGNON PARIS I0 75008 FRANCE 0 0 0 1 Filed by mult. reporting pers. 0001209935 MONY LIFE INSURANCE CO 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 0 1 Filed by mult. reporting pers. 0000835357 MONY LIFE INSURANCE CO OF AMERICA 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 0 1 Filed by mult. reporting pers. 0001333987 OUDINOT PARTICIPATIONS 39, RUE DU COLISEE PARIS I0 75008 FRANCE 0 0 0 1 Filed by mult. reporting pers. 0001333986 AXA AMERICA HOLDINGS, INC. 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 0 1 Filed by mult. reporting pers. 0001234323 CONDRON CHRISTOPHER M 1290 AVENUE OF AMERICAS NEW YORK NY 10104 0 0 0 1 Filed by mult. reporting pers. Units 722178 I See Notes Units 722178 I See Notes Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests ("Units") in AllianceBernstein Holding L.P. ("Holding"). These Units are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("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 December 31, 2007, AXA I.A.R.D Mutuelle and AXA Assurances Vie Mutuelle (collectively., the "Mutuelles AXA"), directly and indirectly owned approximately 14.48% of the issued ordinary shares (representing approximately 20.84% of the voting power) of AXA. The Mutuelles AXA, and AXA expressly declare that the filing of this Form 4 shall not be construed as an admission that either 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 wth 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 Units reported in this Form 4, the Reporting Persons beneficially own units of limited partnership interests ("AB Units") in AllianceBernstein L.P. ("AllianceBernstein") as follows. As of December 19, 2008, ACMC beneficially owned directly 66,220,822 AB Units; AXA Equitable, 49,264,877 AB Units; AXA Financial (Bermuda) Ltd., 40,861854 AB Units; MONY Life, 4,389,192 AB Units; MLOA, 1,225,000 AB Units; and AllianceBernstein Corporation, a wholly-owned subsidiary of AXA Equitable, owned a 1% general partnership interest in AllianceBernstein and 100,000 units of general partnership interest in Holding. AXA Financial entered into a purchase agreement with SCB Inc. (f/k/a Sanford C. Bernstein Inc.)("SCB") and AllianceBernstein, 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 AllianceBernstein's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXA Financial (or its designee) to purchase AB Units received by SCB as part of consideration for the Acquisition (in the aggregate, such AB 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 AB Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances. On December 19, 2008, SCB and SCB Partners Inc. delivered a notice to AXA Financial stating that it was exercising its right to sell 8,160,000 AB Units to AXA Financial (or its designee) under the Purchase Agreement. As provided in the Purchase Agreement, the purchase price for each such AB Unit 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 29, 2008, the fifth trading day following the December 19, 2008 exercise date. While the purchase price will not be determined until December 29, 2008, 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 19, 2008, of SCB's notice of exercise of its right to sell. For more information on the Reporting Persons' holdings of AB Units, see their separate Form 4 filings with respect to AB Units The AB Units are highly illiquid, and the ability of a holder of AB Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of AB Units will be allowed only with the written consent of both AXA Equitable and the general partner of AllianceBernstein. AXA Equitable and the general partner of AllianceBernstein 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. These Units are directly owned by AXA Equitable. As used in this Form 4, "AXA Equitable" refers to AXA Equitable Life Insurance Company; "MONY Life" refers to MONY Life Insurance Company; and "MLOA" refers to MONY Life Insurance Company of America. AXA Equitable, MONY Life and MLOA are indirect wholly owned subsidiaries of 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) 2008-12-23 EX-99 2 attachment_a.txt ATTACHMENT A ADDITIONAL REPORTING PERSONS AND SIGNATURES COMPANY / ADDRESS AXA America Holdings, Inc. 1290 Avenue of the Americas New York, New York 10104 Oudinot Participations 39, rue du Colisee 75008 Paris, France Henri de Castries, Christopher Condron, and Denis 25, avenue Matignon Duverne (collectively, the "AXA Voting 75008 Paris, France Trustees") pursuant to the Amended and Restated Voting Trust Agreement dated as of May 12, 2002, with AXA. By: /s/Alvin H. Fenichel -------------------------- Alvin H. Fenichel, Attorney-in-Fact MONY LIFE INSURANCE COMPANY 1290 Avenue of the Americas New York, New York 10104 MONY LIFE INSURANCE COMPANY OF AMERICA 1290 Avenue of the Americas New York, New York 10104 SIGNED ON BEHALF OF THE ABOVE ENTITIES By: /s/ Alvin H. Fenichel ------------------------------- Alvin H. Fenichel, Senior Vice President and Controller Since no more than ten reporting persons may join in a single electronic Form 4 submission, a separate Form 4 is being filed today on behalf of the following reporting persons: COMPANY / ADDRESS AXA ASSURANCES I.A.R.D. MUTUELLE 26, rue Drouot 75009 Paris, France AXA ASSURANCES VIE MUTUELLE 26, rue Drouot 75009 Paris, France AXA 25, avenue Matignon 75008 Paris, France AXA FINANCIAL, INC. 1290 Avenue of the Americas New York, New York 10104 AXA FINANCIAL (BERMUDA) LTD. C/O 1290 Avenue of the Americas New York, New York 10104 AXA EQUITABLE FINANCIAL SERVICES, LLC 1290 Avenue of the Americas New York, New York 10104 AXA EQUITABLE LIFE INSURANCE COMPANY 1290 Avenue of the Americas New York, New York 10104 EQUITABLE HOLDINGS, LLC 1290 Avenue of the Americas New York, New York 10104 ACMC, INC. 1290 Avenue of the Americas New York, New York 10104 -----END PRIVACY-ENHANCED MESSAGE-----