-----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, RPFTDpyGC4lYyD/8vXD0K1F9JwP7xSarKuDwXHtuAxIf6qbEOZWYDzGqiawZ1MSN N3EMVKuwxfHysrBtWd7DdQ== 0001012975-99-000080.txt : 19990412 0001012975-99-000080.hdr.sgml : 19990412 ACCESSION NUMBER: 0001012975-99-000080 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19990408 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990409 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITABLE COMPANIES INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11166 FILM NUMBER: 99590008 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 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) April 8, 1999 -------------------------------- THE EQUITABLE COMPANIES INCORPORATED - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in its Charter) Delaware 1-11166 13-3623351 - -------------------------------------------------------------------------------- (State or other (Commission File Number) (I.R.S. Employer jurisdiction of Identification incorporation) Number) 1290 Avenue of the Americas New York, New York 10104 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (212) 554-1234 ---------------------------- Item 5. Other Events On April 8, 1999, Alliance Capital Management L.P. ("Alliance") issued a press release that announced a proposed reorganization of Alliance's business that will give investors in Alliance the choice between (1) continuing to hold liquid units of Alliance listed on the New York Stock Exchange that are subject to a federal tax on Alliance's gross business income and (2) holding a highly illiquid interest in a new private limited partnership ("Alliance II") that is not subject to that tax. The Equitable Life Assurance Society of the United States ("Equitable Life"), a wholly-owned subsidiary of The Equitable Companies Incorporated, and its affiliates beneficially own approximately 57% of the outstanding units of Alliance. The proposed reorganization will require the approval of a majority of Alliance's unaffiliated public unitholders and certain other contractual and regulatory approvals. The related exchange offer will take place pursuant to an exchange offer prospectus that Alliance will mail to unitholders. Equitable Life and its affiliates intend to exchange substantially all of their units in Alliance for limited partnership interests and a general partnership interest in Alliance II. Equitable Life, Alliance and Alliance II have entered into an Exchange Agreement, dated as of April 8, 1999, whereby Equitable Life has agreed, on the terms and conditions stated therein, to exchange, and to cause its affiliates who hold 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. Item 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired None (b) Pro Forma Financial Information None (c) Exhibits 99.1 Press Release of Alliance Capital Management L.P. dated April 8, 1999 99.2 Form of Exchange Agreement dated as of April 8, 1999 by and among Alliance Capital Management L.P., Alliance Capital Management L.P. II and The Equitable Life Assurance Society of the United States SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE EQUITABLE COMPANIES INCORPORATED Dated: April 8, 1999 By: /s/Kevin R. Byrne -------------------------------------- Kevin R. Byrne Senior Vice President and Treasurer EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99.1 Press Release of Alliance Capital Management L.P. dated April 8, 1999. 99.2 Form of Exchange Agreement dated as of April 8, 1999 by and among Alliance Capital Management L.P., Alliance Capital Management L.P. II and The Equitable Life Assurance Society of the United States EX-99.1 2 Exhibit 99.1 PRESS RELEASE Media Contact: Duff Ferguson (212) 969-1056 Investor Contact: Anne Drennan (212) 969-6443 ALLIANCE CAPITAL MANAGEMENT L.P. ANNOUNCES PROPOSED REORGANIZATION New York, N.Y., April 8, 1999 -- Alliance Capital Management L.P. (NYSE: AC) ("Alliance") today announced a proposed reorganization of Alliance's business that will give investors in Alliance the choice between 1) continuing to hold liquid units of Alliance listed on the New York Exchange that are subject to a federal tax on Alliance's gross business income and 2) holding a highly illiquid interest in a new private limited partnership that is not subject to that tax. Alliance proposes to transfer its business to a newly-formed private limited partnership which will conduct Alliance's business without change in management or employee responsibilities. Alliance's principal asset will be 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 will change its name to "Alliance Capital Management Holding L.P.", and the new partnership will assume the name "Alliance Capital Management L.P." In connection with the proposed reorganization, Alliance will offer all holders of Alliance units the opportunity to exchange their units in Alliance for units of limited partnership interest in the new partnership on a one-for-one basis. Alliance is a publicly-traded partnership for federal tax purposes and is therefore generally not required to pay federal income taxes. Alliance is, however, subject to a federal tax of 3.5% on gross business income from the active conduct of a trade or business pursuant to The Taxpayer Relief Act of 1997. The new partnership, on the other hand, will be a private partnership and will not be subject to the federal tax. However, units of limited partnership interest in the new partnership will not be listed on any securities exchange and will be subject to significant restrictions on sale or transfer. Accordingly, certain unitholders may not find it advantageous to participate in the exchange because of the transfer restrictions on interests in the new partnership. All unitholders will have the right to retain their existing publicly-traded units in Alliance. The reorganization will also provide Alliance with the opportunity to offer tax advantaged private partnership interests as consideration in future acquisitions and for raising additional equity capital in instances where the restrictions on sale or transfer of these interests are acceptable. The proposed reorganization will require the approval of a majority of Alliance's unaffiliated public unitholders and certain other contractual and regulatory approvals. Unitholders are not being asked to take any action at this time. Alliance intends to send its limited partners and unitholders a proxy statement/prospectus describing in detail the proposed reorganization and unitholder voting procedures. The exchange offer will take place pursuant to an exchange offer prospectus that Alliance will mail separately to unitholders. Alliance expects that the reorganization and exchange offer will be completed in the third quarter of 1999. As of December 31, 1998 Alliance's general partner, Alliance Capital Management Corporation (an indirect wholly-owned subsidiary of The Equitable Life Assurance Society of the United States ("Equitable")), owned a 1% general partnership interest in Alliance. Alliance Capital Management Corporation will also be the general partner of the new partnership. Approximately 57% of Alliance's outstanding units are beneficially owned by Equitable. Equitable is expected to exchange substantially all of its interests in Alliance units for interests in the new partnership. Equitable has agreed to pay the transaction costs associated with the reorganization. About Alliance Capital Management L.P. Alliance is the nation's largest publicly-traded asset manager, as measured by assets under management, with $286.7 billion in client assets under management at December 31, 1998. Alliance manages retirement assets for many of the largest public and private employee benefit plans (including 35 of the nation's Fortune 100 companies), for public employee retirement funds in 34 out of the 50 states, and for foundations, endowments, banks, and insurance companies. Alliance is one of America's largest mutual fund sponsors, with a diverse family of fund portfolios and over 3.6 million shareholder accounts. EX-99.2 3 Exhibit 99.2 EXCHANGE AGREEMENT ------------------ THIS EXCHANGE AGREEMENT (this "Agreement") is dated as of April 8, 1999 by and among Alliance Capital Management L.P., a Delaware limited partnership ("Alliance Holding"), Alliance Capital Management L.P. II, a Delaware limited partnership ("Alliance Capital"), and The Equitable Life Assurance Society of the United States, a New York stock life insurance corporation ("Equitable Life"). WHEREAS, Alliance Holding proposes to reorganize its business, such reorganization (the "Reorganization") to involve, among other things: (i) the transfer or assignment (the "Transfer") by Alliance Holding of all or substantially all of its assets to Alliance Capital in exchange for the issuance by Alliance Capital to Alliance Holding of 100% of the units of limited partnership interest in Alliance Capital ("Alliance Capital Units") and a general partnership interest in Alliance Capital and the assumption by Alliance Capital of all or substantially all of the liabilities of Alliance Holding and (ii) the offer by Alliance Holding to exchange on a one-for-one basis outstanding Alliance Holding units for Alliance Capital Units (the "Exchange Offer"), subject to terms and conditions to be agreed upon among the parties, pursuant to an exchange offer registered with the Securities and Exchange Commission; and WHEREAS, Equitable Life and its affiliates own approximately 57% of the outstanding Alliance Holding units. NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the parties hereby agree as follows: 1. Agreement to Exchange. Immediately after the consummation of the Exchange Offer, Equitable Life agrees to exchange, and to cause its affiliates who hold Alliance Holding units to exchange, substantially all of such Alliance Holding units for Alliance Capital Units held by Alliance Holding, subject to the same terms and conditions as the Exchange Offer (the "Private Exchange"). 2. Conditions to Obligations. The obligations of Equitable Life to consummate the Private Exchange shall be subject to the fulfillment of the following conditions: (a) the conditions to the closing of the transactions contemplated by the draft Agreement and Plan of Reorganization (in substantially the form distributed to the directors of Alliance Holding in connection with their April 8, 1999 special meeting (the "Special Meeting")) shall have been satisfied; and (b) the Transfer and the Exchange Offer shall have been consummated on substantially the terms described in the draft Proxy Statement/S-4 Registration Statement distributed to the directors of Alliance Holding in connection with the Special Meeting, with any additions, deletions or amendments thereto as may be approved by Equitable Life. 3. Termination. This Agreement may be terminated at any time (a) by the written agreement of the parties hereto; (b) by any of Alliance Holding, Alliance Capital or Equitable Life if any condition specified in Section 2 shall not have been satisfied or waived prior to December 31, 1999; or (c) by Equitable Life if the Reorganization is abandoned. 4. Miscellaneous. (a) This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any conflicts or choice of law provisions that would make applicable the substantive laws of any other jurisdiction. (b) This Agreement may be amended only with the prior written consent of each party hereto. (c) This Agreement may be executed simultaneously in two or more counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (d) This Agreement shall be superceded (without further action by the parties hereto) by the Agreement and Plan of Reorganization upon execution thereof by Equitable Life, Alliance Holding, Alliance Capital and Alliance Capital Management Corporation. IN WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as of the date first above written. ALLIANCE CAPITAL MANAGEMENT L.P. By: Alliance Capital Management Corporation its general partner By: --------------------------------------- Name: Title: ALLIANCE CAPITAL MANAGEMENT L.P. II By: Alliance Capital Management Corporation its general partner By: --------------------------------------- Name: Title: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By: --------------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----