UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): July 26, 2005
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-09818 |
|
13-3434400 |
|
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
|
incorporation or organization) |
|
File Number) |
|
Identification Number) |
|
|
|
|
|
|
|
1345 Avenue of the Americas, New York, New York |
|
10105 |
||
|
(Address of principal executive offices) |
|
(Zip Code) |
||
Registrant’s telephone number, including area code: 212-969-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Section 1. |
|
Registrant’s Business and Operations |
|
|
|
|
|
Item 1.01. |
|
Entry into a Material Definitive Agreement. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 1.02. |
|
Termination of a Material Definitive Agreement. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 1.03. |
|
Bankruptcy or Receivership. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Section 2. |
|
Financial Information |
|
|
|
|
|
Item 2.01. |
|
Completion of Acquisition or Disposition of Assets. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.02. |
|
Results of Operations and Financial Condition. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.03. |
|
Creation of a Direct
Financial Obligation or |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.04. |
|
Triggering Events that
Accelerate or Increase a Direct Financial Obligation or |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.05. |
|
Costs Associated with Exit or Disposal Activities. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.06. |
|
Material Impairments. |
|
|
|
|
|
|
|
Not applicable. |
2
|
Section 3. |
|
Securities and Trading Markets |
|
|
||
|
|
|
|
|
|
||
|
Item 3.01. |
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
||||
|
|
|
|
|
|
||
|
|
|
Not applicable. |
||||
|
|
|
|
|
|
||
|
Item 3.02. |
|
Unregistered Sales of Equity Securities. |
||||
|
|
|
|
|
|
||
|
|
|
Not applicable. |
|
|
||
|
|
|
|
|
|
||
|
Item 3.03. |
|
Material Modification to Rights of Security Holders. |
|
|
||
|
|
|
|
|
|
||
|
|
|
Not applicable. |
|
|
||
|
|
|
|
|
|
||
|
Section 4. |
|
Matters Relating to Accountants and Financial Statements |
||||
|
|
|
|
|
|
||
|
Item 4.01. |
|
Changes in Registrant’s Certifying Accountant. |
|
|
||
|
|
|
|
|
|
||
|
|
|
Not applicable. |
|
|
||
|
|
|
|
|
|
||
|
Item 4.02. |
|
Non-Reliance on
Previously Issued Financial Statements or |
||||
|
|
|
|
|
|
||
|
|
|
Not applicable. |
|
|
||
|
|
|
|
|
|
||
|
Section 5. |
|
Corporate Governance and Management |
|
|
||
|
|
|
|
|
|
||
|
Item 5.01. |
|
Changes in Control of Registrant. |
||||
|
|
|
|
||||
|
|
|
Not applicable. |
|
|
||
|
|
|
|
|
|
||
|
Item 5.02. |
|
Departure of Directors
or Principal Officers; |
||||
|
|
|
|
||||
|
|
|
(a) |
Not applicable. |
|||
|
|
|
|
|
|||
|
|
|
(b) |
Effective at the close of business on July 28, 2005, Benjamin D. Holloway resigned from the Board of Directors of Alliance Capital Management Corporation (“Corporation”), general partner of Alliance Capital Management Holding L.P. (“Alliance Holding”). |
|||
|
|
|
|
|
|||
|
|
|
(c) |
Not applicable. |
|||
|
|
|
|
|
|||
|
|
|
(d) |
(1) |
Effective July 26, 2005, Weston M. Hicks and A.W. (Pete) Smith, Jr. were elected to the Board of Directors of the Corporation. |
||
3
|
|
|
|
(2) |
None. |
|
|
|
|
|
|
|
|
|
|
(3) |
Mr. Hicks has been named a member of the Audit Committee of the Board of Directors. |
|
|
|
|
|
|
|
|
|
|
|
Mr. Smith has been named a member of the Audit Committee of the Board of Directors and the Compensation Committee of the Board of Directors. |
|
|
|
|
|
|
|
|
|
|
(4) |
None. |
|
|
|
|
|
|
|
Item 5.03. |
|
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
||
|
|
|
|
||
|
|
|
Not applicable. |
||
|
|
|
|
||
|
Item 5.04. |
|
Temporary Suspension of Trading under Registrant’s Employee Benefit Plans. |
||
|
|
|
|
||
|
|
|
Not applicable. |
||
|
|
|
|
||
|
Item 5.05. |
|
Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
||
|
|
|
|
||
|
|
|
Not applicable. |
||
|
|
|
|
||
|
Section 6. |
|
[Reserved] |
||
|
|
|
|
||
|
Section 7. |
|
Regulation FD |
||
|
|
|
|
||
|
Item 7.01. |
|
Regulation FD Disclosure. |
||
|
|
|
|
||
|
|
|
Effective July 26, 2005, Weston M. Hicks and A.W. (Pete) Smith, Jr. were elected to the Board of Directors of the Corporation. For additional information concerning Messrs. Hicks and Smith, see Item 5.02. |
||
|
|
|
|
||
|
|
|
Effective at the close of business on July 28, 2005, Benjamin D. Holloway resigned from the Board of Directors of the Corporation. |
||
|
|
|
|
||
|
Section 8. |
|
Other Events |
||
|
|
|
|
||
|
Item 8.01. |
|
Other Events. |
||
|
|
|
|
||
|
|
|
Not applicable. |
||
4
|
Section 9. |
|
Financial Statements and Exhibits |
|
|
|
|
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits. |
|
|
|
|
|
|
|
|
|
(a) |
Financial statements of businesses acquired. |
|
|
|
|
|
|
|
|
|
None. |
|
|
|
|
|
|
|
|
(b) |
Pro forma financial information. |
|
|
|
|
|
|
|
|
|
None. |
|
|
|
|
|
|
|
|
(c) |
Exhibits. |
|
|
|
|
|
|
|
|
|
None. |
5
SIGNATURES
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 thereunto duly authorized.
|
|
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P. |
||
|
|
|
|
|
|
Dated: July 29, 2005 |
By: |
Alliance Capital Management |
|
|
|
|
Corporation, General Partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Adam R. Spilka |
|
|
|
|
Adam R. Spilka |
|
|
|
|
Senior Vice President, |
|
|
|
|
Counsel and Secretary |
|
6