-----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, SBj0x78WGwMD1sP73bKvLF/BIN5Hsg9DqkTWSv8ld/Nw/eCve8VOA0PnnfrwuyFq kZeDaCAnVzbNZDrrivi5rg== 0001293386-09-000003.txt : 20090108 0001293386-09-000003.hdr.sgml : 20090108 20090108161136 ACCESSION NUMBER: 0001293386-09-000003 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20081219 FILED AS OF DATE: 20090108 DATE AS OF CHANGE: 20090108 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDERS LEWIS A CENTRAL INDEX KEY: 0001234334 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09818 FILM NUMBER: 09515909 MAIL ADDRESS: STREET 1: C/O ALLIANCE CAPITAL STREET 2: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 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 4/A 1 edgar.xml PRIMARY DOCUMENT X0303 4/A 2008-12-19 2008-12-23 1 0000825313 ALLIANCEBERNSTEIN HOLDING L.P. AB 0001234334 SANDERS LEWIS A C/O ALLIANCEBERNSTEIN L.P. 1345 AVENUE OF THE AMERICAS NEW YORK NY 10105 0 0 0 1 former Chairman and CEO units rep. assignments of beneficial owner. of lp interests 198071 D Holding Units 66024 I by rabbi trust Units 18.349 2008-12-19 5 J 0 8160000 D Holding Units 8160000 0 I by SCB Partners Inc. Units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. ("Holding Units") On December 1, 2008, 198,071 Holding Units previously owned by Reporting Person through a rabbi trust related to the compensatory arrangement under his employment agreement were distributed to him. Units of limited partnership interest in AllianceBernstein L.P. ("Units") AXA Financial, Inc. ("AXF") entered into a purchase agreement with SCB Inc. (f/k/a Sanford C. Bernstein Inc., "SCB") and AllianceBernstein L.P. ("AllianceBernstein"), dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which AXF 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 AXF (or its designee) to purchase Units received by SCB as part of the consideration for the Acquisition (in the aggregate, such 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 Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certai n circumstances. On December 19, 2008, SCB and SCB Partners Inc. ("Partners"), a wholly-owned subsidiary of SCB, delivered a notice to AXF stating that they were exercising their right to sell the final 8,160,000 Units to AXF (or its designee) under the Purchase Agreement. The purchase price for each Unit is $18.349, which is, as provided by the Purchase Agreement, 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. The settlement of the sale to AXA America Holdings, Inc., AXF's designee, took place on January 6, 2009. Following the settlement of the sale, each of SCB, SCB Partners Inc. and Reporting Person no longer own any Units. Prior to SCB and Partners exercising the remaining portion of their put option, their Units were exchangable for Holding Units upon the satisfaction of a number of conditions, including: (i) the issuance of Holding Units must have been exempt from registration pursuant to the Securities Act of 1933, as amended, and AllianceBernstein 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 have been permissible under the terms of the Amended and Restated Agreement of Limited Partnership of Holding, dated as October 29, 1999 (and as amended February 24, 2006); (iii) AXA Equitable Life Insurance Company ("AXA Equitable") must have consented to the transfer (which AXF, AXA Equitable's indirect parent, had agreed to cause AXA Equitable to do); and (iv) SCB must have provided an outside legal opinion, reasonably satisfactory to AllianceBernste in, stating that the exchange of Units for Holding Units constitutes a "block transfer" under applicable U.S. Treasury Regulations. As a result of the transaction described in the footnote above, SCB, Partners and Reporting Person will no longer own any Units, making any exchange of their Units for Holding Units impossible. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein. /s/ Laurence E. Cranch, by pwr. att'y 2009-01-08 -----END PRIVACY-ENHANCED MESSAGE-----