Alliancebernstein L.P. – ‘S-8’ on 10/3/00

On:  Tuesday, 10/3/00, at 3:41pm ET   ·   Effective:  10/3/00   ·   Accession #:  950103-0-1100   ·   File #:  333-47192

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to           10     37K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5        Opinion re: Legality                                   1      7K 
 3: EX-23.2     Consent of Experts or Counsel                          1      7K 
 4: EX-24       Power of Attorney                                      3     17K 
 5: EX-99       Miscellaneous Exhibit                                  8     40K 

S-8   —   Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan
Document Table of Contents

S-8
1st Page of 10
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
As filed with the Securities and Exchange Commission on October 3, 2000 
                                             Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------------------- 

FORM S-8
REGISTRATION STATEMENT
UNDER 
THE SECURITIES ACT OF 1933

--------------------------- 

Alliance Capital Management L.P.
(Exact Name of issuer as specified in its charter)

                                                                [Download Table]
                                                                                  
            Delaware                         6282                  13-3434400     
(State or other jurisdiction of  (Primary Standard Industrial   (I.R.S. Employer  
incorporation or organization)       Classification No.)       Identification No.)

1345 Avenue of the Americas 
New York, NY 10105
(212) 969-1000
(Address of principal executive offices)

--------------------------- 

SCB Deferred Compensation Award Plan
2000 Offering 
(Full title of the Plan)

--------------------------- 

David R. Brewer, Jr., Esq.
Alliance Capital Management L.P.
1345 Avenue of the Americas 
New York, NY 10105
(Name and address of agent for service) 
Telephone number, including area code, of agent 
for service: (212) 969-1000 

CALCULATION OF REGISTRATION FEE 
================================================================================
                             Proposed     Proposed
                             Maximum     Maximum
                                          Offering    Aggregate    Amount of
    Title of Securities     Amount to be    Price Per    Offering   Registration
 to be Registered       Registered    Obligation     Price         Fee
--------------------------------------------------------------------------------
Deferred Compensation                                                           
Obligations(1)............  $96,000,000       100%         100%      $25,344.00 
================================================================================

(1)  The Deferred Compensation Obligations are unsecured obligations of         
Alliance Capital Management L.P. to pay deferred compensation in the  
    future in accordance with the terms of the SCB Deferred Compensation Award
Plan.                                                                 
================================================================================

S-8
2nd Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 2nd
PART I

The following documents listed under this Part I and the documents    
incorporated by reference under Item 3 of Part II to this Form S-8, taken       
together, constitute a prospectus that meets the requirements of Section 10(a)  
of the Securities Act of 1933, as amended (the "1933 Act"), and are             
incorporated herein by reference.                                               

ITEM 1.  PLAN INFORMATION                                                       

  The information required to be provided to participants pursuant to this
Item is set forth in the Prospectus for the SCB Deferred Compensation Plan (the 
"Plan").                                                                        

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION            

   The written statement required to be provided to participants pursuant to
this Item is set forth in the Prospectus referenced in Item 1 above.            

S-8
3rd Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PART II 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Alliance Capital Management L.P. (the "Registrant") hereby files this 
Registration Statement with the Securities and Exchange Commission (the         
"Commission") on Form S-8 to register an aggregate of $96,000,000 of Deferred   
Compensation Obligations, for issuance pursuant to the SCB Deferred             
Compensation Award Plan (the "Plan").                                           

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE                        

The Registrant hereby incorporates herein by reference the following  
documents:                                                                      

   (1) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;                                                              

    (2) All reports filed pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), since December 31, 1999; 

  (3) The description of the Units contained in the Registration Statement
on Form 8-A dated January 18, 1988, filed under the Exchange Act, including any 
amendment thereto or report filed for the purpose of updating such description; 
and                                                                             

(4) All documents filed by the Registrant pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this          
Registration Statement and prior to the filing of a post-effective amendment    
which indicates that all securities offered herein have been sold or which      
deregisters all securities then remaining unsold.                               

Any statement contained herein or made in a document incorporated or  
deemed to be incorporated by reference herein shall be deemed to be modified or 
superseded for purposes of this Registration Statement to the extent that a     
statement contained herein or in any other subsequently filed document which is 
also incorporated or deemed to be incorporated by reference herein modifies or  
supersedes such statement. Any such statement so modified or superseded shall   
not be deemed, except as so modified or superseded, to constitute a part of     
this Registration Statement.                                                    

ITEM 4.  DESCRIPTION OF SECURITIES                                              

The Deferred Compensation Obligations are unfunded obligations of the 
Registrant to pay deferred compensation to participants under the Plan at a     
future date determined under the Plan. A participant's rights to and under the  
Deferred Compensation Obligations cannot be assigned, alienated, sold,          
garnished, transferred, pledged or encumbered, except by way of transfer to the 
employee's beneficiaries or estate upon the employee's death, pursuant to the   
terms of the Plan.                                                              

    The Deferred Compensation Obligations are unsecured general obligations of
the Registrant which rank pari passu with other unsecured and unsubordinated    
indebtedness of the Registrant that may be outstanding from time to time. No    
sinking fund has or will be established with respect to the Deferred            
Compensation Obligations. The Deferred Compensation Obligations are not subject 
to redemption, in whole or in part, prior to the payment dates applicable under 
the Plan. Amounts deferred under the Plan will be applied toward the purchase   
or notional purchase of units representing assignments of beneficial ownership  
of limited partnership interests in Alliance Capital Management Holding L.P.    
("Units") (registered separately) and shares of one or more registered money    
market mutual funds ("Money Market Shares") or a combination of Units and Money 
Market Shares. The Deferred Compensation Obligations are payable in cash or     
in-kind in the form of Units and Money Market Shares as determined by the       
Registrant under the Plan.                                                      

    Except as stated above, the Deferred Compensation Obligations do not enjoy
the benefit of any affirmative or negative pledges or covenants by the          
Registrant. Although the Registrant intends to establish a grantor trust to     
fund the payment of the Deferred Compensation Obligations, the assets of the    
trust will be subject to the claims of the Registrant's creditors. The trustee  
of the trust will be required to administer the trust in accordance with its    
terms, but the trustee's obligations and authority will be limited to the       
amounts which may be held in the trust from time to time                        

S-8
4th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 4th
and the trustee will be subject to the direction of the Registrant with respect 
to the payment of the Deferred Compensation Obligations. Accordingly, the       
trustee will not have any independent obligation or authority to act on behalf  
of any holder of a Deferred Compensation Obligation and each such holder will   
be responsible for acting on his or her own behalf with respect to, among other 
things, the giving of notices, responding to requests for consents, waivers or  
amendments, enforcing covenants and taking action upon default.                 

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL                                 

   The validity of the plan interests offered hereby will be passed upon for
the Registrant by David R. Brewer, Jr., Senior Vice President and General       
Counsel of Alliance Capital Management Corporation, the general partner of the  
Registrant (the "General Partner"). As of the date of this Registration         
Statement, the fair market value of securities of the Registrant, including     
options, beneficially owned by Mr. Brewer exceeds $50,000 and, accordingly,     
such interest is deemed to represent a substantial interest in the Registrant.  

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS                              

Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
permits a limited partnership to indemnify and hold harmless any partner or     
other person from and against any and all claims whatsoever, subject to such    
standards and restrictions, if any, as set forth in its partnership agreement.  
Provision for indemnification under the Registrant's Agreement of Limited       
Partnership (As Amended and Restated) dated as of November 19, 1987, as amended 
(the "Partnership Agreement") is set forth in Section 6.9 of the Partnership    
Agreement. The Registrant has granted broad rights of indemnification to        
officers of the General Partner and to employees of the Registrant. In          
addition, the Registrant has assumed indemnification obligations previously     
extended by the predecessor of the General Partner to its directors, officers   
and employees. The foregoing indemnification provisions are not exclusive, and  
the Registrant is authorized to enter into additional indemnification           
arrangements.                                                                   

 The Registrant maintains an insurance policy insuring the directors and
officers of the General Partner against certain acts and omissions while acting 
in their official capacities.                                                   

3 

S-8
5th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 5th
EXHIBITS

The following is a complete list of exhibits filed as part of this    
Registration Statement:                                                         

Exhibit                                                                         
No.                                                                         
-------                                                                         
5      Opinion of David R. Brewer, Jr., Esq.                              
23.1   Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5)      
23.2   Consent of Independent Auditors                                    
24     Powers-of-Attorney                                                 
99     Copy of SCB Deferred Compensation Award Plan                       

UNDERTAKINGS

(a)  The undersigned registrant hereby undertakes:                    

   (1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:                        

     (i) to include any prospectus required by Section 10(a)(3) of the
1933 Act;                                                             

     (ii) to reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent 
    post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this   
Registration Statement; and                                           

     (iii) to include any material information with respect to the plan of
 distribution not previously disclosed in this Registration Statement or
 any material change to such information in this Registration Statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the 
information to be included in a post- effective amendment by those paragraphs   
is contained in periodic reports filed by the Registrant pursuant to Section 13 
or Section 15(d) of the Exchange Act that are incorporated by reference in the  
registration statement.                                                         

    (2) that, for the purpose of determining any liability under the 1933 Act,
each such post-effective amendment shall be deemed to be a new registration     
statement relating to the securities offered therein, and the offering of such  
securities at that time shall be deemed to be the initial bona fide offering    
thereof; and                                                                    

    (3) to remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of    
the offering.                                                                   

 (b)  The undersigned Registrant hereby undertakes that, for purposes of
    determining any liability under the 1933 Act, each filing of the
         Registrant's Annual Report pursuant to Section 13(a) or Section 15(d)
 of the Exchange Act (and, where applicable, each filing of an
      employee benefit plan's Annual Report pursuant to Section 15(d) of
the Exchange Act) that is incorporated by reference in this 
   Registration Statement shall be deemed to be a new registration
 statement relating to the securities offered therein, and the
      offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.                         

    (c)  Insofar as indemnification for liabilities arising under the 1933 Act
      may be permitted to directors, officers and controlling persons of
      the registrant pursuant to the foregoing provisions, or otherwise,
         the registrant has been advised that in the opinion of the Commission
         such indemnification is against public policy as expressed in the Act
   and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities                    

4       

S-8
6th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 6th
     (other than the payment by the registrant of expenses incurred or
       paid by a director, officer or controlling person of the Registrant
   in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in 
         connection with the securities being registered, the Registrant will,
       unless in the opinion of its counsel the matter has been settled by
        controlling precedent, submit to a court of appropriate jurisdiction
     the question whether such indemnification by it is against public
    policy as expressed in the Act and will be governed by the final
adjudication of such issue.                                 

5 

S-8
7th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 7th
SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE 1933 ACT, THE REGISTRANT CERTIFIES
THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE REQUIREMENTS 
FOR FILING ON FORM S-8 AND HAS DULY CAUSED THIS REGISTRATION STATEMENT TO BE    
SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY 
OF NEW YORK, STATE OF NEW YORK, ON THIS 3rd DAY OF OCTOBER 2000.                

                                  ALLIANCE CAPITAL MANAGEMENT L.P.

                                 By: Alliance Capital Management
                                      Corporation, General Partner

                          By: /s/ Bruce W. Calvert
                                            ------------------------------------
                               Name:  Bruce W. Calvert
                                      Title: Vice Chairman and Chief
                                       Executive Officer

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS REGISTRATION   
STATEMENT HAS BEEN SIGNED ON THE 3rd DAY OF OCTOBER 2000 BY THE FOLLOWING       
PERSONS IN THEIR CAPACITIES AS DIRECTORS AND OFFICERS OF ALLIANCE CAPITAL       
MANAGEMENT CORPORATION, THE GENERAL PARTNER OF THE REGISTRANT.                  

Signature                        Title                                          
---------                        -----                                          

/s/ Dave H. Williams             Chairman of the Board and                      
----------------------------     Director                                       
Dave H. Williams                                                        

/s/ Bruce W. Calvert             Vice Chairman and Chief                        
----------------------------     Executive Officer, Director                    
Bruce W. Calvert                 (Principal Executive Officer)                  

/s/ John D. Carifa               President and Chief Operating                  
----------------------------     Officer, Director                              
John D. Carifa                                                                  

/s/ Robert H. Joseph, Jr.        Senior Vice President and Chief                
----------------------------     Financial Officer (Principal Financial Officer 
Robert H. Joseph, Jr.            and Principal Accounting Officer)              

/s/ David R. Brewer, Jr.         Senior Vice President and General              
----------------------------     Counsel                                        
David R. Brewer, Jr.                                                            

S-8
8th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 8th
*                                                                               
----------------------------     Director                                       
Luis Javier Bastida                                                             

*                                                                               
----------------------------     Director                                       
Donald H. Brydon                                                                

*                                                                               
----------------------------     Director                                       
Henri de Castries                                                               

*                                                                               
----------------------------     Director                                       
Kevin C. Dolan                                                                  

*                                                                               
----------------------------     Director                                       
Denis Duverne                                                                   

*                                                                               
----------------------------     Vice Chairman and Director                     
Alfred Harrison                                                                 

----------------------------     Director                                       
Herve Hatt                                                                      

*                                                                               
----------------------------     Director                                       
Michael Hegarty                                                                 

*                                                                               
----------------------------     Director                                       
Benjamin D. Holloway                                                            

*                                                                               
----------------------------     Director                                       
W. Edgar Jarmain                                                                

*                                                                               
----------------------------     Director                                       
Edward D. Miller                                                                

*                                                                               
----------------------------     Director                                       
Peter D. Noris                                                                  

S-8
9th Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 9th
----------------------------      Director                                      
Frank Savage                                                                    

*                                                                               
----------------------------     Director                                       
Peter J. Tobin                                                                  

*                                                                               
----------------------------     Director                                       
Stanley B. Tulin                                                                

*                                                                               
----------------------------     Director                                       
Reba W. Williams                                                                

*                                                                               
----------------------------     Director                                       
Robert B. Zoellick                                                              

----------------------------     Director                                       
Lewis A. Sanders                                                                

----------------------------     Director                                       
Roger Hertog                                                                    

* By: /s/ David R. Brewer, Jr.                                                  
---------------------------------------------                         
(David R. Brewer, Jr., Esq., Attorney-in-fact)                          

S-8
Last Page of 10
TOC
1st
Previous
Next
↓Bottom
Just 10th
INDEX TO EXHIBITS 

The following is a complete list of exhibits filed as part of this    
Registration Statement:                                                         

Exhibit                                                                         
Number            Exhibit                                                       
-------           -------                                                       

5        Opinion of David R. Brewer, Jr., Esq.                            
23.1     Consent of David R. Brewer, Jr., Esq. (included in Exhibit 5)    
23.2     Consent of Independent Auditors                                  
24       Powers-of-Attorney                                               
99       Copy of SCB Deferred Compensation Award Plan                     

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-8’ Filing		Date		First		Last			Other Filings
Filed on / Effective on:		10/3/00		1					8-K
		12/31/99		3					10-K
									List all Filings