SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)*
Alliance Capital Management Holding L.P.
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(Name of Issuer)
Units Representing Assignments of Beneficial Ownership
of Limited Partnership Interests
(Title of Class of Securities)
01855A101
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(CUSIP Number)
Gerald M. Lieberman
SCB Partners Inc.
50 Main Street, Suite 1000
White Plains, New York 10606
(914) 682-6802
With copies to:
Donald C. Walkovik, Esq.
Sullivan & Cromwell
125 Broad Street
New York, New York 10004
(212) 558-4000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 25, 2002
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
Schedule because of Rule 13d-1(e), 13d-1(f), or 13d-1(g), check the following
box [__].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 (the "Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
(Page 1 of 8 Pages)
CUSIP No. 01855A101 13D Page 2 of 8
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SCB Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES 32,640,000*
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH ----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 32,640,000*
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,640,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%**
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14 TYPE OF REPORTING PERSON
HC, CO
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CUSIP No. 01855A101 13D Page 3 of 8
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
SCB Partners Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [_]
(b) [_]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
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7 SOLE VOTING POWER
NUMBER OF 32,640,000*
SHARES ----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 32,640,000*
PERSON WITH ----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,640,000*
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.0%**
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14 TYPE OF REPORTING PERSON
CO
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* SCB Partners Inc. ("Partners"), a wholly-owned subsidiary of SCB Inc. ("SCB"),
directly and beneficially owns 32,640,000 units of limited partnership interest
of Alliance Capital Management L.P. ("Alliance Units") which are exchangeable
into units representing assignments of beneficial ownership of limited
partnership interests in Alliance Capital Management Holding L.P. ("Holding
Units"), subject to certain conditions. Prior to such exchange, Partners, as a
holder of Alliance Units, is not entitled to any rights in respect of the
Holding Units into which the Alliance Units are exchangeable. Such exchange is
only permissible upon the satisfaction of a number of conditions referred to in
Item 6 of the Initial Schedule 13D (as defined herein), the status of which, at
this time, is not certain; accordingly, Partners and SCB disclaim any beneficial
ownership of the Holding Units. If the exchange for Holding Units were
completed, Partners, a wholly-owned subsidiary of SCB, would have the sole right
to vote or to dispose of the Holding Units it received in such exchange.
** Partners, a wholly-owned subsidiary of SCB, directly and beneficially owns
32,640,000 Alliance Units which are exchangeable into Holding Units, subject to
certain conditions. The number of Holding Units subject to exchange may be
adjusted as described in Item 6 of the Initial Schedule 13D. Because the
exchange ratio of Alliance Units for Holding Units is not assured until the time
such exchange is consummated, it is not possible to determine with certainty at
this time the number of Holding Units that Partners would be entitled to hold.
Furthermore, other holders of outstanding Alliance Units also are entitled to
exchange their Alliance Units into Holding Units. Were these other holders to
exchange their Alliance Units at or prior to the time that Partners exchanged
its Alliance Units, the percentage of Holding Units to be held by Partners would
be reduced.
CUSIP No. 01855A101 13D Page 4 of 8
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SCB Inc., a Delaware corporation ("SCB"), and SCB Partners Inc., a New
York corporation and wholly-owned subsidiary of SCB ("Partners" and, together
with SCB, the "Reporting Persons"), hereby amend their Statement on Schedule 13D
filed with respect to the units representing assignments of beneficial ownership
of limited partnership interests (the "Holding Units") in Alliance Capital
Management Holding L.P., a Delaware limited partnership (the "Issuer"). This
Amendment No. 1 to Schedule 13D of the Reporting Persons ("Amendment No. 1")
amends the Statement on Schedule 13D of the Reporting Persons filed on October
12, 2000 (the "Initial Schedule 13D"), only with respect to Appendix A thereto,
which is hereby deleted and replaced in its entirety with the Appendix A
attached to this Amendment No. 1, and those items listed below. Capitalized
terms used herein but not defined have the meanings ascribed to them in the
Initial Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 (a-c) is hereby amended by deleting and restating the second and
third sentences thereof as follows:
SCB is a Delaware corporation with its principal office and principal
place of business at 50 Main Street, Suite 1000, White Plains, New York 10606.
Partners is a New York corporation with its principal office and
principal place of business at 50 Main Street, Suite 1000, White Plains, New
York 10606.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by deleting the third paragraph thereof.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by deleting paragraphs a, b and c and
replacing them in their entirety with the following:
(a) and (b).
At the close of business on November 25, 2002, Partners owned directly
32,640,000 units of limited partnership interest ("Alliance Units") of Alliance
(as defined in the Initial Schedule 13D) which are exchangeable into Holding
Units, subject to certain conditions as further described in Item 6 of the
Initial Schedule 13D. Based on the Issuer's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2002, there were 76,000,955 Holding Units
outstanding (assuming that Partners exchanged its 32,640,000 Alliance Units for
Holding Units, there would be 108,640,955 outstanding Holding Units as of
November 25, 2002). Accordingly, Partners may be deemed to beneficially own
13.1% of the total number of the outstanding Alliance Units and would be deemed
to beneficially own 30.0% of the outstanding Holding Units were Partners to
exchange its 32,640,000 Alliance Units for Holding Units. However, because the
exchange ratio of Acquired Units for Holding Units is not assured until the time
such exchange is consummated, it is not possible to determine with certainty at
this time the number of Holding Units that Partners would be entitled to hold.
Furthermore, other holders of outstanding Alliance Units are also entitled to
exchange their Alliance Units into Holding Units. Were these other holders to
exchange their Alliance Units at or prior to the time that Partners exchanged
its Alliance Units, the percentage of Holding Units held by Partners would be
reduced.
CUSIP No. 01855A101 13D Page 5 of 8
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Partners, a wholly-owned subsidiary of SCB, has the sole power to vote,
or direct the vote, and the sole power to dispose of, or to direct the
disposition of, the Alliance Units it holds. SCB does not directly beneficially
own any Alliance Units. Both Partners and SCB disclaim any beneficial ownership
of Holding Units into which the 32,640,000 Alliance Units held by Partners are
exchangeable because such exchange is only permissible upon the satisfaction of
a number of conditions referred to in Item 6 of the Initial Schedule 13D, the
status of which, at this time, is not certain. If the exchange for Holding Units
were completed, Partners would have the sole right to vote or to dispose of the
Holding Units it received in such exchange, and SCB would not directly
beneficially own any Holding Units.
Except as set forth herein, neither SCB nor Partners, and to the best
knowledge of each of SCB and Partners, none of the persons listed in Appendix A
hereto, owns any Alliance Units or any Holding Units, other than Marc O. Mayer,
who has been awarded 79,108 Holding Units pursuant to the SCB Deferred
Compensation Plan, 39,162 of which he may be deemed to beneficially own, and
Gerald M. Lieberman, who has been awarded 2,791 Holding Units pursuant to the
SCB Deferred Compensation Plan and 40,000 options to purchase Holding Units, of
which he may be deemed to beneficially own 930 and 8,000, respectively.
(c).
On November 8, 2002, SCB and Partners delivered a notice to AXA
Financial, Inc. ("AXA Financial") and Alliance exercising Partners' right to
sell 8,160,000 Alliance Units (the "Exercised Units") to AXA Financial (or its
designee) pursuant to the purchase agreement, dated as of June 20, 2000 (the
"Purchase Agreement"), among AXA Financial, Alliance and SCB, the terms of which
are further described in Item 6 of the Initial Schedule 13D. On November 20,
2002, AXA Financial notified Partners that the settlement date for the purchase
of the Exercised Units would be November 25, 2002 and that, as permitted under
the terms of the Purchaser Agreement, it was designating ECMC, LLC ("ECMC") as
the purchaser. On November 25, 2002, the sale of the Exercised Units to ECMC
pursuant to the Purchase Agreement was consummated. The purchase price of each
Exercised Unit sold to ECMC was $30.601, which was determined by averaging the
closing prices of a Holding Unit as quoted on the NYSE Composite Transactions
Tape for the ten trading days ending on the fifth trading day following November
8, 2002.
Except as set forth herein, during the last 60 days, no transactions in
the Units were effected by SCB, Partners, or to the best knowledge of each of
SCB and Partners, by any of the persons listed in Appendix A hereto.
CUSIP No. 01855A101 13D Page 6 of 8
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APPENDIX A
TO SCHEDULE 13D
Set forth herein please find information concerning the Executive
Officers and Directors of SCB Inc. ("SCB") and SCB Partners Inc. ("Partners")
(each, a "Corporation"). Such information sets forth the name of the Executive
Officer or Director, his/her position at the respective Corporation and his/her
present principal occupation or employment, if other than that held at the
respective Corporation. Unless otherwise indicated, the principal business
address of each of the Executive Officers and Directors set forth below is 1345
Avenue of the Americas, New York, New York 10105.
Executive Officers and Directors of SCB Inc. and SCB Partners Inc.*
Name Position at the Corporations Principal Occupation/Employment
---- ---------------------------- -------------------------------
Lewis A. Sanders Chairman; Chief Executive Officer Director; Vice Chairman, Chief
Investment Officer; Member of the
Executive Committee**
Roger Hertog Director; President and Chief Operating Director; Vice Chairman; Member of the
Officer Executive Committee**
Andrew S. Adelson Director; Senior Vice President Executive Vice President; Member of
the Executive Committee**
Kevin R. Brine Director; Senior Vice President Managing Director
Brine Management LLC
433 West 14th Street, 3rd Floor
New York, New York 10014
Charles C. Cahn, Jr. Director; Senior Vice President Managing Member
Cahn Medical Technologies, LLC
16 Lancaster Road
Tenafly, New Jersey 07670
Marilyn Goldstein Fedak Director; Senior Vice President Executive Vice President; Member of
the Executive Committee**
Arthur W. Fried Director Executor, Estate of Zalman C. Bernstein
1015 Park Avenue
New York, New York 10028
Michael L. Goldstein Director; Senior Vice President Managing Partner
Empirical Research Partners LLC
477 Madison Avenue
New York, New York 10022
* The listed individuals hold identical positions for both SCB and Partners.
** Indicated director and officer positions are with Alliance Capital Management
Corporation, the general partner of each of Alliance and the Issuer; the
principal business address is 1345 Avenue of the Americas, New York, New York
10105.
CUSIP No. 01855A101 13D Page 7 of 8
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Thomas S. Hexner Director; Senior Vice President Executive Vice President; Member of
the Executive Committee**
Gerald M. Lieberman Director; Senior Vice President; Executive Vice President, Finance and
Treasurer Operations; Member of the Executive
Committee**
Marc O. Mayer Director; Senior Vice President Executive Vice President; Member of
the Executive Committee**
Jean Margo Reid Director; Senior Vice President; Consultant
Secretary 100 Bleecker Street, Apt. 18D
New York, New York 10012
Francis H. Trainer, Jr. Director; Senior Vice President Chief Executive Officer
General Sullivan Group, Inc.
Post Office Box 7509
West Trenton, New Jersey 08628
CUSIP No. 01855A101 13D Page 8 of 8
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in the statement is true, complete and
correct.
DATED: November 25, 2002
SCB INC.
By: /s/ Jean Margo Reid
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Name: Jean Margo Reid
Title: Secretary
SCB PARTNERS INC.
By: /s/ Jean Margo Reid
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Name: Jean Margo Reid
Title: Secretary