-----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, KTBVMVe/3KVvTr6sJnFP73QsId4NevAzY4GbyGKaccC1fcO4dZxrbOsBQ46trNcF TVG9Z5bavdUnimt6cnDc9A== 0001012975-99-000082.txt : 19990412 0001012975-99-000082.hdr.sgml : 19990412 ACCESSION NUMBER: 0001012975-99-000082 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990409 GROUP MEMBERS: ACMC, INC. GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES IARD MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA CONSEIL VIE ASSURANCE MUTELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTELLE GROUP MEMBERS: CLAUDE BEBEAR, AS A TRUSTEE GROUP MEMBERS: EQUITABLE CAPITAL MANAGEMENT CORPORATION GROUP MEMBERS: EQUITABLE COMPANIES INC GROUP MEMBERS: EQUITABLE HOLDINGS, LLC GROUP MEMBERS: EQUITABLE INVESTMENT CORPORATION GROUP MEMBERS: FINAXA GROUP MEMBERS: HENRI DE CLERMONT-TONNERRE, AS A TRUSTEE GROUP MEMBERS: PATRICE GARNIER, AS A TRUSTEE GROUP MEMBERS: THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0000825313 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133434400 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40117 FILM NUMBER: 99590028 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129692292 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FILED BY: 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: SC 13D/A 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 SC 13D/A 1 ------------------------------ OMB APPROVAL ------------------------------ OMB Number: 3235-0145 Estimated Average Burden hours per response .. 14.90 ------------------------------ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6) ALLIANCE CAPITAL MANAGEMENT L.P. - -------------------------------------------------------------------------------- (Name of Issuer) Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests - -------------------------------------------------------------------------------- (Title of Class of Securities) 018548 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) Alvin H. Fenichel Senior Vice President and Controller The Equitable Companies Incorporated 1290 Avenue of the Americas New York, New York 10104 (212) 314-4094 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) With a copy to: Christianne Butte, Head of Central Legal Department AXA, 9, place Vendome 75001 Paris, France 011-331-40-75-56-38 - -------------------------------------------------------------------------------- Not applicable - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b), (3) or (4), check the following box [_] Note: Six copies of this statement, including all exhibits, should be filed with the commission. See Rule 13d-1(a) 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 continuing 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 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). (Continued on following pages) (Page 1 of 63) (Exhibits begin on page 32) (SC13D-07/98) CUSIP No. 018548 10 7 SCHEDULE 13D Page 2 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS AXA ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 - See Item 5 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% - See Item 5 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* HC, CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 3 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS FINAXA ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 - See Item 5 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% - See Item 5 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* HC, CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 4 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS AXA Assurances IARD Mutuelle ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 - See Item 5 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% - See Item 5 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IC ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 5 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS AXA Assurances Vie Mutuelle ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 - See Item 5 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% - See Item 5 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IC ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 6 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS AXA Courtage Assurance Mutuelle ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 - See Item 5 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% - See Item 5 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IC ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 7 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS AXA Conseil Vie Assurance Mutuelle ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [X] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 - See Item 5 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% - See Item 5 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IC ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 8 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Claude Bebear, as a Trustee ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* OO ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 - See Item 5 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% - See Item 5 ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 9 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Patrice Garnier, as a Trustee ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 10 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Henri de Clermont-Tonnerre, as a Trustee ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* 00 ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Citizen of France ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF See Item 5 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY See Item 5 _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING See Item 5 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH See Item 5 ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 (Not to be construed as an admission of beneficial ownership) ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IN ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 11 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Equitable Companies Incorporated 13-3623351 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 96,647,111 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 96,647,111 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* HC, CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 12 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS The Equitable Life Assurance Society of the United States 13-5570651 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 96,647,111 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 96,647,111 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,647,111 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.66% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* IC, CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 13 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Equitable Holdings, LLC ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 25,171,535 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,171,535 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,171,535 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.76% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* HC, OO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 14 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Equitable Investment Corporation 13-2694412 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* AF ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 25,137,905 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,137,905 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,137,905 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* HC, CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 15 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS ACMC, Inc. 13-2677213 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 66,943,000 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 66,943,000 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 66,943,000 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.25% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. CUSIP No. 018548 10 7 SCHEDULE 13D Page 16 of 63 Pages ________________________________________________________________________________ 1 NAME OF REPORTING PERSONS S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS Equitable Capital Management Corporation 13-3266813 ________________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [_] ________________________________________________________________________________ 3 SEC USE ONLY ________________________________________________________________________________ 4 SOURCE OF FUNDS* WC ________________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [_] ________________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware ________________________________________________________________________________ 7 SOLE VOTING POWER NUMBER OF 25,137,905 SHARES _________________________________________________________________ 8 SHARED VOTING POWER BENEFICIALLY OWNED BY _________________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,137,905 PERSON _________________________________________________________________ 10 SHARED DISPOSITIVE POWER WITH ________________________________________________________________________________ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,137,905 ________________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [_] ________________________________________________________________________________ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.74% ________________________________________________________________________________ 14 TYPE OF REPORTING PERSON* CO ________________________________________________________________________________ *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 6 amends and restates in its entirety the Statement on Schedule 13D ("Schedule 13D") initially filed on August 4, 1992 with the Securities and Exchange Commission by AXA, Midi Participations, Finaxa, the Mutuelles AXA (as herein defined) and the Trustees (as herein defined) of a Voting Trust, as amended by Amendment No. 1 to the Schedule 13D ("Amendment No. 1") filed on July 29, 1993, Amendment No. 2 to the Schedule 13D filed on September 14, 1994 ("Amendment No. 2"), Amendment No. 3 to the Schedule 13D filed on October 22, 1996 ("Amendment No. 3"), Amendment No. 4 to the Schedule 13D filed on July 11, 1997 ("Amendment No. 4") and Amendment No. 5 to the Schedule 13D filed on September 4, 1997 ("Amendment No. 5"), each of which was filed by AXA, Midi Participations (except as to Amendment Nos. 3, 4 and 5), Finaxa, the Mutuelles AXA, the Trustees, The Equitable Companies Incorporated, The Equitable Life Assurance Society of the United States, Equitable Holding Corporation (which was merged in 1997 into Equitable Holdings, LLC), Equitable Investment Corporation, ACMC, Inc. and Equitable Capital Management Corporation, which Schedule 13D relates to Units representing assignments of beneficial ownership of limited partnership interests of Alliance Capital Management L.P., a Delaware limited partnership ("Alliance"). Item 1. Security and Issuer The class of equity securities to which this statement relates is the Units representing assignments of beneficial ownership of limited partnership interests (the "Units") of Alliance. The address of the principal executive offices of Alliance is 1345 Avenue of the Americas, New York, New York 10105. Item 2. Identity and Background This statement is being filed by (i) AXA (formerly known as AXA-UAP), a company organized under the laws of France, (ii) Finaxa, a company organized under the laws of France, (iii) AXA Assurances IARD Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as Alpha Assurances Vie Mutuelle), four mutual insurance companies organized under the laws of France (the "Mutuelles AXA"), (iv) Claude Bebear (Chairman of the Executive Board of AXA), Patrice Garnier (a member of the Supervisory Board of AXA) and Henri de Clermont-Tonnerre (a member of the Supervisory Board of AXA), as Trustees (the "Trustees") of a Voting Trust (the "Voting Trust") established pursuant to a Voting Trust Agreement dated as of May 12, 1992, as amended January 22, 1997, by and among AXA and the Trustees (the "Voting Trust Agreement"), (v) The Equitable Companies Incorporated, a Delaware corporation ("Equitable Holding"), (vi) The Equitable Life Assurance Society of the United States, a New York stock life insurance company ("Equitable"), (vii) Equitable Holdings, LLC ("EHLLC"), a New York limited liability company whose sole member is Equitable, (viii) Equitable Investment Corporation, a New York corporation ("EIC"), (ix) ACMC, Inc., a Delaware corporation ("ACMC"), and (x) Equitable Capital Management Corporation, a Delaware corporation ("ECMC"). AXA, Finaxa, the Mutuelles AXA, the Trustees, Equitable Holding, Equitable, EHLLC, EIC, ACMC and ECMC are hereinafter collectively referred to as the "Reporting Persons." AXA. AXA is a holding company for an international group of insurance and related financial service companies. The address of AXA's principal business and office is 9, place Vendome, 75001 Paris, France. As of March 1, 1999, approximately 20.7% of the ordinary shares (representing 32.7% of the voting power) of AXA were directly or indirectly owned by Finaxa. As of March 1, 1999, the Mutuelles AXA, in addition to their indirect beneficial ownership of AXA ordinary shares through Finaxa, directly Page 17 of 63 beneficially owned 3.2% of AXA's ordinary shares (representing 4.9% of the voting power). In addition, as of March 1, 1999, 1.1% of the ordinary shares of AXA without the power to vote were owned by certain subsidiaries of AXA. Finaxa. Finaxa is a holding company. The address of Finaxa's principal business and office is 23, avenue Matignon, 75008 Paris, France. As of March 1, 1999, 61.7% of the voting shares (representing 72.3% of the voting power) of Finaxa were owned by the Mutuelles AXA (one of which, AXA Assurances I.A.R.D. Mutuelle, owned 35.4% of the voting shares, representing 41.5% of the voting power), and 22.7% of the voting shares (representing 13.7% of the voting power) of Finaxa were owned by Paribas, a French bank. The Mutuelles AXA. The Mutuelles AXA are AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as Alpha Assurances Vie Mutuelle). Each of the Mutuelles AXA is a mutual insurance company organized under the laws of France. The address of each of the Mutuelles AXA's principal business and office is as follows: (i) for each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle, 21, rue de Chateaudun, 75009 Paris, France; (ii) for AXA Conseil Vie Assurance Mutuelle, Tour Franklin, 100-101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France; and (iii) for AXA Courtage Assurance Mutuelle, 26, rue Louis le Grand, 75002 Paris, France. The Trustees. In order to ensure, for insurance regulatory purposes, that certain indirect minority shareholders of AXA are not able to exercise control over Equitable Holding and certain of its insurance subsidiaries, AXA has agreed pursuant to the Voting Trust Agreement to deposit in the Voting Trust the shares of capital stock of Equitable Holding having voting powers beneficially owned by AXA and certain of its affiliates. AXA or any such affiliate depositing capital stock in the Voting Trust will remain the beneficial owner of all capital stock deposited by it in the Voting Trust, but during the term of the Voting Trust the Trustees will exercise all voting rights with respect to such capital stock. Additional information relating to the Voting Trust Agreement is set forth in the Schedule 13D filed by AXA with respect to its ownership of the capital stock of Equitable Holding. Information with respect to the Trustees is set forth on Exhibit 1 hereto since each of the Trustees is a member of either the Executive Board or the Supervisory Board of AXA. Equitable Holding and Subsidiaries. Equitable Holding is a holding company. As of March 15, 1999, approximately 58.4% of the outstanding shares of common stock of Equitable Holding were beneficially owned by AXA. Equitable Holding and its subsidiaries (including Equitable, a wholly-owned subsidiary) provide diversified financial services to a broad spectrum of insurance, investment management and investment banking customers. ACMC is a wholly-owned subsidiary of Equitable. EHLLC, whose sole member is Equitable, wholly-owns EIC, which in turn wholly-owns ECMC. ECMC, ACMC, EIC, EHLLC and Equitable Holding are holding companies. The address of the principal business and principal office of Equitable Holding, Equitable, EHLLC, EIC, ACMC and ECMC is 1290 Avenue of the Americas, New York, New York 10104. The (i) name, (ii) residence or business address, (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such Page 18 of 63 employment is conducted and (iv) citizenship of each of the executive officers and directors of each of the Reporting Persons are set forth on Exhibits 1 through 13 hereto. None of the Reporting Persons nor, to the knowledge of any Reporting Person, any natural person named in Exhibits 1 through 13 hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which any such Reporting Person or person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration See response to Item 4. Item 4. Purpose of Transaction Alliance was organized as a master limited partnership in 1987 to succeed to the business of ACMC, a Delaware corporation then a subsidiary of Equitable, which began providing investment management services in 1971. On April 21, 1988, the business and substantially all of the operating assets of ACMC were conveyed to Alliance in exchange for a 1% general partnership interest in Alliance and approximately 55% of the then outstanding Units. Equitable and its subsidiaries have acquired for cash beneficial ownership of additional Units subsequent to the formation of Alliance in order to finance sales of shares of mutual funds for which Alliance is the investment adviser. Additional Units were also acquired by Equitable and its subsidiaries in order to provide Alliance with additional capital to take advantage of growth opportunities and strategic global alliances, including Units acquired by Equitable Life as consideration for property transferred to Alliance by Equitable Life and Units acquired for cash in order to provide capital to Alliance for the acquisition of Shields Asset Management, Incorporated and its wholly-owned subsidiary, Regent Investor Services, Incorporated. Under current tax law, Alliance, as a partnership, generally is not subject to Federal income tax. However, the tax law in effect prior to August 5, 1997, also provided that, as a consequence of the public trading of Units, Alliance would have been treated as a corporation for Federal income tax purposes beginning on January 1, 1998. On June 24, 1997, Alliance announced plans for a transaction (the "Transaction") involving a merger in which a newly formed Delaware corporation ("New Co.) would have become the general partner of Alliance and Alliance would have merged with a wholly-owned subsidiary of New Co., with Alliance as the surviving entity. In such merger, holders of Units would have exchanged their existing Units for an equal number of shares of Class A Common Stock of New Co., unless such holders elected to continue as limited partners in Alliance, which would have ceased to be a publicly traded limited partnership, or elected to participate in a cash alternative. Following the Transaction, the Units would have become subject to severe restrictions on transferability. Alliance also stated that it would not proceed with plans for the Transaction if, during 1997, it determined that changes in federal tax law would make it preferable for Alliance to retain its current ownership form. On August 5, 1997, The Taxpayer Relief Act of 1997 was signed into law. It included the option for certain publicly traded partnerships to maintain partnership tax status and pay a 3.5% tax on partnership Page 19 of 63 gross business income (the "3.5% tax"). On August 6, 1997, Alliance announced its intention to utilize this option and remain a publicly traded limited partnership and that it would not implement the previously announced Transaction. On April 8, 1999, Alliance issued a press release announcing plans for a reorganization (the "Reorganization") expected to be completed in the third quarter of 1999. A copy of the press release is included as Exhibit 17 hereto. Alliance proposes to reorganize by transferring its business to a newly formed private Delaware limited partnership ("Alliance II"), in exchange for Alliance II units of limited partnership interest and a 1% general partnership interest in Alliance II. Alliance II, as a private partnership, will not be subject to the 3.5% tax. Following the Reorganization, Alliance's principal asset will be Alliance II units and Alliance will function solely as a holding company through which public unitholders will continue to own an indirect interest in Alliance's business. The business presently conducted by Alliance will continue to be conducted unchanged by Alliance II, and all employees of Alliance will become employees of Alliance II with the same responsibilities. Alliance's general partner will also serve as the general partner of Alliance II. Immediately after the reorganization, Alliance will change its name to "Alliance Capital Management Holding L.P.", and the new partnership, Alliance II, will assume the name "Alliance Capital Management L.P." If the Reorganization is approved by Alliance unitholders, Alliance will offer all of its unitholders the opportunity to exchange their Alliance Units for Alliance II units, on a one-for-one basis. All Alliance unitholders will have the right to retain their existing publicly-traded Units in Alliance. Alliance II units will be subject to restrictions on transfer that will make them substantially illiquid to ensure that Alliance II is not classified as a publicly traded partnership for federal tax purposes. Equitable Life and its affiliates intend to exchange substantially all of their Units in Alliance for Alliance II units and the 1% general partnership interest in Alliance II in a private transaction on the same terms and immediately following the public exchange offer. Equitable has agreed to pay the transaction costs associated with the Reorganization. In addition to the exchanges contemplated by the proposed Reorganization, the Reporting Persons in the future may acquire or dispose of additional Units and, if the proposed Reorganization described above is completed, may acquire or dispose of additional units of Alliance II. Except as set forth in this statement, none of the Reporting Persons has any plans or proposals described in Item 4(a)-(j) of Schedule 13D. Item 5. Interest in Securities of the Issuer (a), (b) As of March 1, 1999, Equitable beneficially owned directly 4,532,576 Units representing 2.66% of the Units outstanding. ACMC beneficially owned directly 66,943,000 Units representing 39.25% of the Units outstanding. ECMC beneficially owned directly 25,137,905 Units, representing 14.74% of the Units outstanding. Equitable, ACMC and ECMC have the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of each of their respective Units. In addition, Donaldson, Lufkin & Jenrette Securities Corporation ("DLJ"), 71.3% of the shares of common stock of which are directly and indirectly owned by Equitable Holding, may be deemed, directly or indirectly, to be the beneficial owner of 33,630 Units, acquired solely for investment purposes on behalf of client Page 20 of 63 discretionary accounts. By reason of its ownership interest in ECMC, EIC may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 25,137,905 Units owned by ECMC, representing 14.74% of the Units outstanding. By reason of its ownership interest in ECMC and DLJ, EHLLC may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to 25,171,535 Units including the 25,137,905 Units owned by ECMC and the 33,630 Units held in DLJ client discretionary accounts, representing 14.76% of the Units outstanding. By reason of its ownership interest in ACMC, ECMC and DLJ, Equitable may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 66,943,000 Units owned by ACMC, the 25,137,905 Units owned by ECMC and the 33,630 Units acquired on behalf of client discretionary accounts by DLJ which, together with the 4,532,576 Units owned directly by Equitable, represent 56.66% of the Units outstanding. By reason of its ownership interest in ACMC, ECMC, DLJ and Equitable, Equitable Holding may be deemed to beneficially own indirectly, and to have voting and dispositive power with respect to, the 66,943,000 Units owned by ACMC, the 25,137,905 Units owned by ECMC, the 4,532,576 Units owned directly by Equitable and the 33,630 Units acquired on behalf of client discretionary accounts by DLJ, representing 56.66% of the Units outstanding. (This excludes Units acquired by Alliance solely for investment purposes on behalf of client discretionary accounts.) AXA, by virtue of its ownership of 58.4% of the outstanding shares of common stock of Equitable Holding, may be deemed to beneficially own all of the Units of Alliance owned indirectly by Equitable Holding. By reason of the Voting Trust Agreement, the Trustees may also be deemed to be beneficial owners of such Units. In addition, the Mutuelles AXA, as a group, and Finaxa may be deemed to be beneficial owners of such Units. Each of AXA, Finaxa, the Mutuelles AXA and the Trustees expressly declares that the filing of this Schedule 13D shall not be construed as an admission that it is, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owner of such Units. AXA, by reason of its relationship with Equitable Holding, may be deemed to share the power to vote or direct the vote and to dispose or direct the disposition of all of the Units beneficially owned by Equitable Holding. By reason of the Voting Trust arrangement, the Trustees may be deemed and, by reason of their relationship with AXA, the Mutuelles AXA, as a group, and Finaxa may be deemed, to share the power to vote or to direct the vote and to dispose or to direct the disposition of all the Units beneficially owned by Equitable Holding. To the knowledge of the Reporting Persons, the following directors and executive officers of the Reporting Persons listed in Exhibits 1 through 13 hereto beneficially own the following number of outstanding Units and options or other rights to acquire Units presently or within 60 days: Richard H. Jenrette 18,000 Units (of which 1,000 Units are held on behalf of the Richard Hampton Jenrette Foundation and 1,000 Units are held in an IRA account) John T. Hartley 1,460 Units (all of which are owned by his spouse, Martha Hartley) Peter D. Noris 2,000 Units George J. Sella, Jr. 10,000 Units Page 21 of 63 John S. Chalsty 18,000 Units Dave H. Williams 1,868,912 Units (160,000 of which are owned by his spouse, Reba Williams) Other than as described above, none of the Reporting Persons beneficially owns any Units or options or other rights to acquire Units presently or within 60 days and, to the knowledge of the Reporting Persons, none of the natural persons listed in Exhibits 1 through 13 hereto beneficially owns any Units or options and other rights to acquire Units within 60 days. (c) During the 60 days preceding the filing of this Amendment, the following purchase of Units of the issuer was made by Richard Jenrette for the account of the Richard Hampton Jenrette Foundation in an open market transaction on the New York Stock Exchange: Date Amount of Units Price per Unit ---- --------------- -------------- March 2, 1999 1,000 $25.6875 Other than as described above, no transactions in the Units have been effected during the past 60 days by the Reporting Persons, or, to the knowledge of the Reporting Persons, any natural person named in Exhibits 1 through 13 hereto. (d) Not applicable. (e) Midi Participations, formerly a reporting person as to this statement, was merged into AXA on May 9, 1996. Alpha Assurances IARD Mutuelle, formerly a reporting person as to this statement, was merged into Alpha Assurances Vie Mutuelle (now known as AXA Conseil Vie Assurance Mutuelle) in 1997. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Equitable Life, Alliance and Alliance II have entered into an Exchange Agreement, dated as of April 8, 1999, whereby Equitable Life has agred, 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 immdiately following, and subject to the same terms and conditions as, the public exchange offer. A copy of a form of the Exchange Agreement is included as Exhibit 18 hereto. Item 7. Material to Be Filed as Exhibits Exhibit 1 Information with respect to Members of the Executive Board, Supervisory Board and Executive Officers of AXA Exhibit 2 Information with respect to Executive Officers of Finaxa and Members of Finaxa's Conseil d'Administration Page 22 of 63 Exhibit 3 Information with respect to Executive Officers of AXA Assurances IARD Mutuelle and Members of AXA Assurances IARD Mutuelle's Conseil d'Administration Exhibit 4 Information with respect to Executive Officers of AXA Assurances Vie Mutuelle and Members of AXA Assurances Vie Mutuelle's Conseil d'Administration Exhibit 5 Information with respect to Executive Officers of AXA Courtage Assurance Mutuelle and Members of AXA Courtage Assurance Mutuelle's Conseil d'Administration Exhibit 6 Information with respect to Executive Officers of AXA Conseil Vie Assurance Mutuelle and Members of AXA Conseil Vie Assurance Mutuelle's Conseil d'Administration Exhibit 7 Intentionally omitted since Alpha Assurances I.A.R.D. Mutuelle was merged into Alpha Assurances Vie Mutuelle (now known as AXA Conseil Vie Assurance Mutuelle). Exhibit 8 Information with respect to the Executive Officers and Directors of The Equitable Companies Incorporated Exhibit 9 Information with respect to the Executive Officers and Directors of The Equitable Life Assurance Society of the United States (which is the sole member of Equitable Holdings, LLC) Exhibit 10 Intentionally omitted since Equitable Holding Corporation has merged into Equitable Holdings, LLC, whose sole member is The Equitable Life Assurance Society of the United States Exhibit 11 Information with respect to the Executive Officers and Directors of Equitable Investment Corporation Exhibit 12 Information with respect to the Executive Officers and Directors of ACMC, Inc. Exhibit 13 Information with respect to the Executive Officers and Directors of Equitable Capital Management Corporation Exhibit 14 Filing Agreement with respect to the Schedule 13D among the Reporting Persons (incorporated by reference to Exhibit 17 of the Schedule 13D filed on August 4, 1992) Exhibit 15 Powers of Attorney with respect to the Schedule 13D (incorporated by reference to Exhibit 15 filed with Amendment No. 3 to the Schedule 13D filed on October 22, 1996) Exhibit 16 Amended and Restated Transfer Agreement dated as of February 23, 1993, as amended and restated on May 28, 1993 (incorporated by reference to Exhibit 19 filed with Amendment No. 1 to the Schedule 13D filed on July 29, 1993) Exhibit 17 Press Release, dated April 8, 1999, of Alliance Capital Management L.P. Page 23 of 63 Exhibit 18 Form of Exchange Agreement, dated as of April 8, 1999, among The Equitable Life Assurance Society of the United States, Alliance Capital Management L.P. and Alliance Capital Management L.P. II Page 24 of 63 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 8, 1999 AXA FINAXA AXA ASSURANCES IARD MUTUELLE AXA ASSURANCES VIE MUTUELLE AXA COURTAGE ASSURANCE MUTUELLE AXA CONSEIL VIE ASSURANCE MUTUELLE CLAUDE BEBEAR, PATRICE GARNIER AND HENRI DE CLERMONT-TONNERRE, AS TRUSTEES UNDER THE VOTING TRUST AGREEMENT By /s/ Alvin H. Fenichel ----------------------------------- Signature Alvin H. Fenichel, Attorney-in-Fact ----------------------------------- Name/Title Page 25 of 63 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 8, 1999 THE EQUITABLE COMPANIES INCORPORATED By: /s/ Alvin H. Fenichel ----------------------------- Name: Alvin H. Fenichel, Title: Senior Vice President and Controller Page 26 of 63 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 8, 1999 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES By: /s/ Alvin H. Fenichel ----------------------------- Name: Alvin H. Fenichel, Title: Senior Vice President and Controller Page 27 of 63 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 8, 1999 EQUITABLE HOLDINGS, LLC By: /s/ Alvin H. Fenichel ----------------------------------- Name: Alvin H. Fenichel, Title: Senior Vice President and Controller Page 28 of 63 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 8, 1999 EQUITABLE INVESTMENT CORPORATION By: /s/ Kevin R. Byrne ----------------------------------- Name: Kevin R. Byrne Title: Treasurer Page 29 of 63 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 8, 1999 ACMC, INC. By: /s/Kevin R. Byrne ----------------------------------- Name: Kevin R. Byrne Title: Senior Vice President and Chief Financial Officer Page 30 of 63 After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 8, 1999 EQUITABLE CAPITAL MANAGEMENT CORPORATION By: /s/Kevin R. Byrne ----------------------------------- Name: Kevin R. Byrne Title: Senior Vice President and Chief Financial Officer Page 31 of 63 Exhibit 1 MEMBERS OF THE EXECUTIVE BOARD, THE SUPERVISORY BOARD AND THE EXECUTIVE OFFICERS OF AXA The names of the Members of the Executive Board, the Supervisory Board and the Executive Officers of AXA and their business addresses and principal occupations are set forth below. If no address is given, the Member's business is that of AXA at 9, place Vendome, 75001 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA and each individual is a citizen of the Republic of France. Members of the Executive Board Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Claude Bebear Chairman of the Executive Board AXA 23, avenue Matignon 75008 PARIS Gerard de La Martiniere Senior Executive Vice-President and AXA Chief Financial Officer 23, avenue Matignon 75008 PARIS Michel Pinault Senior Executive Vice-President and AXA Executive Board Secretary 23, avenue Matignon 75008 PARIS Members of the Supervisory Board Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Antoine Bernheim Chairman of Assicurazioni Generali SpA Lazard Freres et Cie (insurance) 121, Bd Haussmann 75008 PARIS Jacques Calvet Former Chairman of the Executive Board of 7, rue de Tilsitt Peugeot SA (auto manufacturer) 75017 PARIS Page 32 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Henri de Clermont-Tonnerre Chairman of the Supervisory Board of Qualis ERSA SCA (transportation) 90, rue de Miromesnil 75008 PARIS David Dautresme General Partner of Lazard Freres et Cie Lazard Freres et Cie (investment banking) 121, boulevard Haussmann 75008 PARIS Guy Dejouany Honorary Chairman of Vivendi Vivendi Generale des Eaux 52, rue d'Anjou 75008 PARIS Paul Desmarais(1) Chairman and Chief Executive Officer of Power Corporation of Canada Power Corporation of Canada (industry 751, square Victoria and services) MONTREAL (QUEBEC) CANADA H2Y 2J3 Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Dourner chemicals and agricultural products) 92408 COURBEVOIE Michel Francois-Poncet Chairman of the Supervisory Board of PARIBAS Paribas (financial services and banking) 3, rue d'Antin 75002 PARIS Jacques Friedmann Chairman of the Supervisory Board AXA 9, Place Vendome 75001 PARIS - ----------------------------- (1) Citizen of Canada. Page 33 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Patrice Garnier Retired Anthony J. Hamilton(1) Group Chairman and Chief Executive of Fox- Fox-Pitt, Kelton Group Ltd. Pitt, Kelton Group Limited (investment 35 Wilson Street banking firm) London EC2M 2SJ ENGLAND Henri Hottinguer(2) Vice-Chairman of Financiere Hottinguer Financiere (banking) HOTTINGUER 43, rue Taitbout 75009 PARIS Richard Jenrette(3) Senior advisor of Donaldson, Lufkin & DLJ Jenrette (investment banking) 277 Park Avenue NEW YORK, NY 10172 - USA Henri Lachmann Vice-Chairman and Chief Executive Officer SCHNEIDER S.A. of Schneider S.A. (electric equipment) 64-70, Av. Jean-Baptiste Clement 92646 BOULOGNE CEDEX Gerard Mestrallet Chairman and Chief Executive Officer of Suez - Lyonnaise des Eaux Suez Lyonnaise des Eaux (finance) 1, rue d'Astorg 75008 PARIS Friedel Neuber Chairman of the Executive Board of Westdeutsche Landesbank Westdeutsche Landesbank (banking) Girozentrale Herzogstrasse 15 D-40217 DUSSELDORF (Allemagne) - ----------------------------- (1) Citizen of United Kingdom (2) Citizen of Switzerland (3) Citizen of the United States of America Page 34 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Alfred von Oppenheim Chairman of Bank Oppenheim (banking) SAL OPPENHEIM Jr. & Cie Unter Sachsenhausen 4 50667 KOLN (Allemagne) Michel Pebereau Chairman and Chief Executive Officer of B.N.P. Banque Nationale de Paris (banking) 16, boulevard des Italiens 75009 PARIS Didier Pineau-Valencienne Chairman of Schneider SA (electric SCHNEIDER S.A. equipment) 64-70, Av. Jean-Baptiste Clement Bruno Roger General Partner of Lazard Freres & Cie Lazard Freres et Cie (investment banking) 121, boulevard Haussman 75008 PARIS Simone Rozes First honorary President of Cour de 2, rue Villaret de Joyeuse Cassation (government) 75017 PARIS Executive Officers Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Claude Bebear Chairman of the Executive Board AXA 23, avenue Matignon 75008 PARIS Page 35 of 63 Name, Business Address Present Principal Occupation Jean-Luc Bertozzi Executive Officer of AXA Assurances IARD Tour AXA Mutuelle and AXA Assurances Vie Mutuelle 1, place des Saisons 92083 PARIS LA DEFENSE Donald Brydon(1) Senior Executive Vice-President; Chief AXA Investment Managers Executive, AXA Investment Managers Europe 60 Gracechurch Street London EC3V 0HR U.K. John Chalsty(2) Senior Executive Vice-President; DLJ Chairman of Donaldson, Lufkin & Jenrette, 277 Park Avenue Inc. (investment banking) New York, NY 10172 USA Henri de Castries Senior Executive Vice-President; AXA Financial Services and Insurance 23, avenue Matignon Activities in the United States, United 75008 PARIS Kingdom, Benelux, Northern and Eastern Europe Francoise Colloch Senior Executive Vice-President, AXA Group Human Resources and Communications 23, avenue Matignon 75008 PARIS Jacques Deparis Executive Officer of AXA Courtage and AXA AXA Courtage Collectives 26, rue Louis le Grand 75002 PARIS Michael Hegarty Vice Chairman and Chief Operating Officer Equitable of The Equitable Companies Incorporated 1290 Avenue of the Americas and President and Chief Operating Officer New York, NY 10104 of The Equitable Life Assurance Society of USA the United States - ----------------------------- (1) Citizen of the United Kingdom (2) Citizen of the United States of America Page 36 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Tony Killen Senior Executive Vice-President; Managing National Mutual Holdings Director of National Mutual Holdings 447 Collins Street Melbourne Victoria 3000 Australia Claas Kleyboldt(1) Senior Executive Vice-President; Chairman AXA Colonia Konzern of the Executive Board AXA Colonia Konzern Gereondriesch 9-11 AG 50670 Koln Germany Gerard de La Martiniere Senior Executive Vice-President and Chief AXA Financial Officer 23, avenue Matignon 75008 PARIS Edward Miller President and Chief Executive Officer of Equitable The Equitable Companies Incorporated; 1290 Avenue of the Americas Chairman and Chief Executive Officer of New York, NY 10104 The Equitable Life Assurance Society of USA the United States Jean-Marie Nessi Chairman and Chief Executive Officer of AXA Re AXA Reassurance 39, rue de colisee 75008 PARIS Francois Pierson Executive Officer of AXA Conseil IARD and AXA Conseil AXA Conseil Vie 21, rue de Chateaudun 75009 PARIS Michel Pinault Senior Executive Vice-President and AXA Secretary of the Executive Board 23, avenue Matignon 75008 PARIS - ----------------------------- (1) Citizen of Germany Page 37 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Claude Tendil Senior Executive Vice-President; Chairman AXA and Chief Executive Officer - French 23, avenue Matignon Insurance activities, international risks, 75008 PARIS transborder insurance projects Dave H. Williams(1) Senior Executive Vice-President; Chairman Alliance Capital of Alliance Capital Management Corporation 1345 Avenue of the Americas New York, NY 10105 USA Mark Wood Senior Executive Vice President; SLPH Managing Director of Sun Life & Provincial 107 Cheapside Holdings (insurance) London EC2V 6DU U.K. - ----------------------------- (1) Citizen of the United States of America Page 38 of 63 Exhibit 2 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF FINAXA The names of the Members of the Conseil d'Administration and of the Executive Officers of Finaxa and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of Finaxa at 23, avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Finaxa and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- *Claude Bebear Chairman and Chief Executive Officer; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS *Henri de Castries Senior Executive Vice-President, AXA Financial Services and Insurance 23, avenue Matignon Activities in the United States, United 75008 PARIS Kingdom, Benelux, Northern and Eastern Europe *Henri de Clermont-Tonnerre Chairman of the Supervisory Board of ERSA Qualis SCA (transportation) 90, rue de Miromesnil 75008 PARIS *Jean-Rene Fourtou Chairman andrChief Executive Officer of Permanent representative of AXA Rhone-Poulenc S.A.(manufacturer of ASSURANCES IARD MUTUELLE chemicals and agricultural products) Rhone Units 25, Quai Paul Doumer 92408 COURBEVOIE *Patrice Garnier Retired Page 39 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- *Henri Hottinguer(1) Vice-Chairmane of Financiere Hottinguer Financiere (banking) HOTTINGUER 43, rue Taitbout 75009 PARIS *Paul Hottinguer(1) Chairman of Financiere Hottinguer Financiere (banking) HOTTINGUER 43, rue Taitbout 75009 PARIS *Henri Lachmann Vice-Chairman and Chief Executive Officer SCHNEIDER S.A. of Schneider SA (electric equipment) 64-70, Av. Jean-Baptiste Clement 92646 BOULOGNE CEDEX *Andre Levy-Lang Chairman of the Executive Board of PARIBAS PARIBAS (banking) 3, Rue d'Antin 75002 PARIS *Christian Manset Member of the Executive Board of PARIBAS PARIBAS (banking) 3, Rue d'Antin 75002 PARIS *Georges Rousseau Retired *Emilio de Ybarra y Churruca Chairman and Chief Executive Officer of BBV BANCO BILBAO VIZCAYA (banking) Paseo de la Castellana, 81 28046 MADRID ESPAGNE Gerard de La Martiniere Chief Executive Officer; AXA Senior Executive Vice-President and Chief 23, avenue Matignon Financial Officer of AXA 75008 PARIS - ----------------------------- * Member, Conseil d'Administration - ----------------------------- (1) Citizen of Switzerland Page 40 of 63 Exhibit 3 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA ASSURANCES IARD MUTUELLE The names of the Members of the Conseil d'Administration and of the Executive Officers of AXA Assurances IARD Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances IARD Mutuelle at 21, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances IARD Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS * Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX * Claude Tendil Senior Executive Vice-President of AXA; AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Jean-Luc Bertozzi Executive Officer of AXA Assurances IARD Tour AXA and AXA Assurances Vie 1, place des Saisons 92083 PARIS LA DEFENSE * Henri de Castries Senior Executive Vice-President, Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe * Jean-Rene Fourtou Chairman andrChief Executive Officer of Rhone-Poulenc Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE Page 41 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Henri de Clermont-Tonnerre Chairman of the Supervisory Board of ERSA Qualis SCA (transportation) 90, rue de Miromesnil 75008 PARIS * Francois Richer Retired * Georges Rousseau Retired * Gerard Coutelle Retired * Francis Vaudour Retired * Jean-Pierre Chaffin Representing Chairman ASSSE Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS * Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - ----------------------------- * Member, Conseil d'Administration Page 42 of 63 Exhibit 4 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA ASSURANCES VIE MUTUELLE The names of the Members of the Conseil d'Administration and of the Executive Officers of AXA Assurances Vie Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Assurances Vie Mutuelle at 21, rue de Chateaudun, 75009 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Assurances Vie Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS * Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX * Claude Tendil Senior Executive Vice-President of AXA AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Jean-Luc Bertozzi Executive Officer of AXA Assurances IARD Tour AXA and AXA Assurances Vie 1, place des Saisons 92083 PARIS LA DEFENSE * Henri de Castries Senior Executive Vice-President, Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe * Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE Page 43 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Henri de Clermont-Tonnerre Chairman of the Supervisory Board of ERSA Qualis SCA (transportation) 90, rue de Miromesnil 75008 PARIS * Francois Richer Retired * Georges Rousseau Retired * Gerard Coutelle Retired * Francis Vaudour Retired * Jean-Pierre Chaffin Representing Chairman ASSE Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS * Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - -------------------------- * Member, Conseil d'Administration Page 44 of 63 Exhibit 5 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA COURTAGE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and the names and titles of the Executive Officers of AXA Courtage Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Courtage Assurance Mutuelle at 26, rue de Louis-le-Grand, 75002 Paris, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Courtage Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS * Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX * Claude Tendil SeniorTExecutive Vice-President of AXA; AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Jacques Deparis Executive Officer of AXA Courtage IARD AXA Courtage and AXA Collectives 26, rue Louis le Grand 75002 PARIS * Henri de Castries Senior Executive Vice-President, Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe * Jean-Rene Fourtou Chairman and Chief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE * Patrice Garnier Retired Page 45 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Francis Cordier Retired * Georges Rousseau Retired * Gerard Coutelle Retired * Jean-Pierre Chaffin Representing Chairman ASSSE Federation de la Metallurgie CFE-CGC 5, rue La Bruyere 75009 PARIS * Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - ----------------------- * Member, Conseil d'Administration Page 46 of 63 Exhibit 6 EXECUTIVE OFFICERS AND MEMBERS OF THE CONSEIL D'ADMINISTRATION OF AXA CONSEIL VIE ASSURANCE MUTUELLE The names of the Members of Conseil d'Administration and of the Executive Officers of AXA Conseil Vie Assurance Mutuelle and their business addresses and principal occupations are set forth below. If no address is given, the Member's or Executive Officer's business address is that of AXA Conseil Vie Assurance Mutuelle at Tour Franklin, 100/101 Terrasse Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to AXA Conseil Vie Assurance Mutuelle and each individual is a citizen of the Republic of France. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear Chairman; AXA Chairman of the Executive Board of AXA 23, avenue Matignon 75008 PARIS * Henri Lachmann Vice President; SCHNEIDER S.A. Vice-Chairman and Chief Executive Officer 64-70, Av. Jean-Baptiste Clement of Schneider S.A. (electric equipment) 92646 BOULOGNE CEDEX * Claude Tendil Senior Executive Vice-President of AXA; AXA Chairman and Chief Executive Officer - 23, avenue Matignon French Insurance activities, international 75008 PARIS risks, transborder insurance projects Francois Pierson Executive Officer of AXA Conseil Vie and AXA Conseil AXA Conseil IARD 21, rue de Chateaudun 75009 PARIS * Henri de Castries Senior Executive Vice-President, Financial AXA Services and Insurance Activities in the 23, avenue Matignon United States, United Kingdom, Benelux, 75008 PARIS Northern and Eastern Europe * Jean-Rene Fourtou Chairman andrChief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25, Quai Paul Doumer chemicals and agricultural products) 92408 COURBEVOIE * Patrice Garnier Retired Page 47 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Francois Cordier Retired * Francois Richer Retired * Bernard Cornille Retired * Francis Vaudour Retired * Henri de Clermont Tonnerre Chairman of the Supervisory Board of ERSA Qualis SCA (transportation) 90 rue de Miromesnil 75008 PARIS * Jean de Ribes Manager Fortuny Fortune Conseil 5 avenue Percier 75008 PARIS - ------------------------ * Member, Conseil d'Administration Page 48 of 63 Exhibit 8 Executive Officers and Directors of The Equitable Companies Incorporated The names of the Directors and the names and titles of the Executive Officers of The Equitable Companies Incorporated ("EQ") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of EQ at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to EQ and each individual is a United States citizen. Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Claude Bebear (1) Chairman of the Executive Board, AXA AXA 23, avenue Matignon 75008 Paris, France * John S. Chalsty Chairman of the Board, Donaldson, Lufkin Donaldson, Lufkin & Jenrette, Inc. & Jenrette, Inc. (investment banking) 277 Park Avenue New York, NY 10172 * Francoise Colloc'h (1) Senior Executive Vice President, AXA Human Resources and Communications, 23, avenue Matignon AXA 75008 Paris, France * Henri de Castries (1) Chairman of the Board; Senior Executive AXA Vice President-Financial Services and Life 23, avenue Matignon Insurance Activities (U.S., Germany, U.K. 75008 Paris, France and Benelux), AXA * Joseph L. Dionne Chairman of the Board, The McGraw-Hill Companies The McGraw Hill Companies 1221 Avenue of the Americas (publishing) New York, NY 10020 * Jean-Rene Fourtou (1) Chairman and Chief Executive Officer, Rhone-Poulenc S.A. Rhone-Poulenc S.A. (manufacturer of 25 quai Paul Doumer chemicals and agricultural products) 92408 Courbevoie Cedex, France * Jacques Friedmann (1) Chairman of the Supervisory Board of AXA AXA 9, Place Vendome 75001 Paris, France Page 49 of 63 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- Robert E. Garber Executive Vice President and General Counsel; Executive Vice President and General Counsel of The Equitable Life Assurance Society of the United States Jerome S. Golden Executive Vice President; Executive Vice President of The Equitable Life Assurance Society of the United States * Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf, Lamb, LeBoeuf, Lamb, Greene & MacRae, Greene & MacRae, L.L.P. (law firm) L.L.P. 125 West 55th Street New York, NY 10019 * Anthony J. Hamilton (2) Group Chairman and Chief Executive of Fox-Pitt, Kelton Group Limited Fox-Pitt, Kelton Group Limited (investment 35 Wilson Street banking firm) London, England EC2M 2SJ * John T. Hartley Director and retired Chairman and Chief Harris Corporation Executive Officer of Harris Corporation 1025 Nasa Boulevard (manufacturer of electronic, telephone and Melbourne, FL 32919 copying systems) * John H. F. Haskell, Jr. Director and Managing Director of Warburg Warburg Dillon Read LLC Dillon Read LLC (investment banking) 535 Madison Avenue New York, NY 10028 * Michael Hegarty Vice Chairman and Chief Operating Officer; President and Chief Operating Officer of The Equitable Life Assurance Society of the United States * Nina Henderson President of Bestfoods Grocery (food Bestfoods Grocery manufacturer) 700 Sylvan Avenue Englewood Cliffs, NJ 07632 * W. Edwin Jarmain (3) President of Jarmain Group Inc. (private Jarmain Group Inc. investment holding company) 121 King Street West Suite 2525, Box 36 Toronto, Ontario M5H 3T9 Canada Page 50 of 50 Name, Business Address Present Principal Occupation - ---------------------- ---------------------------- * Edward D. Miller President and Chief Executive Officer; Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer of The Equitable Life Assurance Society of the United States * Didier Pineau-Valencienne (1) Vice Chairman of Credit Suisse First 6470, avenue Jean Baptiste Clement Boston (investment banking) 92646 Boulogne-Billancourt Cedex, France * George J. Sella, Jr. Retired Chairman and Chief Executive American Cyanamid Company Officer, American Cyanamid Company P.O. Box 397 (manufacturer of pharmaceutical products Newton, NJ 07860 and agricultural herbicides and pesticides) Jose Suquet Executive Vice President; Senior Executive Vice President and Chief Distribution Officer of The Equitable Life Assurance Society of the United States Peter J. Tobin Dean of the College of Business Administration, St. John's University Stanley B. Tulin Executive Vice President and Chief Financial Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States * Dave H. Williams Chairman of Alliance Capital Management Alliance Capital Management Corporation Corporation 1345 Avenue of the Americas New York, NY 10105 - --------------------------- * Director (1) Citizen of the Republic of France (2) Citizen of the United Kingdom (3) Citizen of Canada Page 51 of 63 Exhibit 9 Executive Officers and Directors of The Equitable Life Assurance Society of the United States The names of the Directors and the names and titles of the Executive Officers of The Equitable Life Assurance Society of the United States ("Equitable"), which is the sole member of Equitable Holdings, LLC, and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of Equitable at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to Equitable and each individual is a United States citizen. Name, Business Address Present Principal Occupation ---------------------- ---------------------------- Leon B. Billis Executive Vice President and Chief Information Officer Derry E. Bishop Executive Vice President and Chief Agency Officer Robert T. Brockbank Executive Vice President and AXA Group Deputy Chief Information Officer John A. Caroselli Executive Vice President * Francoise Colloc'h (1) Senior Executive Vice President, Group AXA Human Resources and Communications, 23, avenue Matignon AXA 75008 Paris, France * Henri de Castries (1) Senior Executive Vice President Financial AXA Services and Life Insurance Activities (U.S., 23, avenue Matignon Germany, U.K. and Benelux), AXA 75008 Paris, France * Joseph L. Dionne Chairman of the Board of The McGraw Hill The McGraw-Hill Companies Companies (publishing) 1221 Avenue of the Americas New York, NY 10020 Page 52 of 63 Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * Denis Duverne (1) Senior Vice President, International AXA (US-UK-Benelux), AXA 23, avenue Matignon 75008 Paris, France * Jean-Rene Fourtou (1) Chairman and Chief Executive Officer of Rhone-Poulenc S.A. Rhone-Poulenc S.A.(manufacturer of 25 quai Paul Doumer chemicals and agricultural products) 92408 Courbevoie Cedex, France * Norman C. Francis President, Xavier University of Louisiana Xavier University of Louisiana 7235 Palmetto Street New Orleans, LA 70125 Robert E. Garber Executive Vice President and General Counsel; Executive Vice President and General Counsel of The Equitable Companies Incorporated Jerome S. Golden Executive Vice President; Executive Vice President of The Equitable Companies Incorporated * Donald J. Greene, Esq. Counselor-at-Law; Partner, LeBoeuf, LeBoeuf, Lamb, Greene & MacRae, Lamb, Greene & MacRae, L.L.P. L.L.P. (law firm) 125 West 55th Street New York, NY 10019 * John T. Hartley Director and retired Chairman and Chief Harris Corporation Executive Officer of Harris Corporation 1025 Nasa Boulevard (manufacturer of electronic, telephone and Melbourne, FL 32919 copying systems) * John H. F. Haskell, Jr. Director and Managing Director, Warburg Warburg Dillon Read LLC Dillon Read LLC (investment banking firm) 535 Madison Avenue New York, NY 10022 Page 53 of 63 Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * Michael Hegarty President and Chief Operating Officer; Vice Chairman and Chief Operating Officer of The Equitable Companies Incorporated * Nina Henderson President of Bestfoods Grocery (food Bestfoods Grocery manufacturer) 700 Sylvan Avenue Englewood Cliffs, NJ 07632 * W. Edwin Jarmain (3) President of Jarmain Group Inc. (private Jarmain Group Inc. investment holding company) 121 King Street West Suite 2525 Toronto, Ontario M5H379 Canada * George T. Lowy Counselor-at-Law, Partner, Cravath, Cravath, Swaine & Moore Swaine & Moore (law firm) 825 Eighth Avenue New York, NY 10019 Michael S. Martin Executive Vice President and Chief Marketing Officer Richard J. Matteis Executive Vice President * Edward D. Miller Chairman and Chief Executive Officer; President and Chief Executive Officer of The Equitable Companies Incorporated Peter D. Noris Executive Vice President and Chief Investment Officer; Executive Vice President and Chief Investment Officer of The Equitable Companies Incorporated Brian S. O'Neil Executive Vice President * Didier Pineau-Valencienne (1) Vice Chairman of Credit Suisse First 6470, avenue Jean-Baptiste Boston (investment banking) Clement 92646 Boulogne-Billancourt Cedex, France Page 54 of 63 Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * George J. Sella, Jr. Retired Chairman and Chief Executive American Cyanamid Company Officer of American Cyanamid Company P.O. Box 397 (manufacturer pharmaceutical products Newton, NJ 07860 and agricultural herbicides and pesticides) Jose Suquet Senior Executive Vice President and Chief Distribution Officer; Executive Vice President of The Equitable Companies Incorporated Peter J. Tobin Dean of the College of Business Administration, St. John's University * Stanley B. Tulin Vice Chairman and Chief Financial Officer; Executive Vice President and Chief Financial Officer of The Equitable Companies Incorporated Gregory G. Wilcox Executive Vice President * Dave H. Williams Chairman of Alliance Capital Management Alliance Capital Corporation 1345 Avenue of the Americas New York, NY 10105 R. Lee Wilson Executive Vice President and Deputy Chief Financial Officer - ------------------------ * Director (1) Citizen of the Republic of France (2) Citizen of the United Kingdom (3) Citizen of Canada Page 55 of 63 Exhibit 10 Executive Officers and Directors of Equitable Investment Corporation The names of the Directors and the names and titles of the Executive Officers of Equitable Investment Corporation ("EIC") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of EIC at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to EIC and each individual is a United States citizen. Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * Michael Hegarty Executive Vice President and Chief Operating Officer; President and Chief Operating Officer of The Equitable Life Assurance Society of the United States; Vice Chairman and Chief Operating Officer of The Equitable Companies incorporated * Edward D. Miller Chairman, President and Chief Executive Officer; Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States; President and Chief Executive Officer of The Equitable Companies Incorporated * Stanley B. Tulin Executive Vice President and Chief Financial Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States; Executive Vice President and Chief Financial Officer of The Equitable Companies Incorporated - ----------------------- * Director Page 56 of 63 Exhibit 11 Executive Officers and Directors of ACMC, Inc. The names of the Directors and the names and titles of the Executive Officers of ACMC, Inc. and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of ACMC, Inc. at 1290 Avenue of the Americas, New York, New York, 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to ACMC, Inc. and each individual is a United States citizen. Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * Kevin R. Byrne Senior Vice President and Chief Financial Officer; Senior Vice President and Treasurer of The Equitable Life Assurance Society of the United States and The Equitable Companies Incorporated * Michael Hegarty President and Chief Operating Officer of The Equitable Life Assurance Society of the United States; Vice Chairman and Chief Operating Officer of The Equitable Companies Incorporated * Edward D. Miller Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States; President and Chief Executive Officer of The Equitable Companies Incorporated * Stanley B. Tulin Chairman, President and Chief Executive Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States; Executive Vice President and Chief Financial Officer of The Equitable Companies Incorporated - ---------------------- * Director Page 57 of 63 Exhibit 12 Executive Officers and Directors of Equitable Capital Management Corporation The names of the Directors and the names and titles of the Executive Officers of Equitable Capital Management Corporation ("ECMC") and their business addresses and principal occupations are set forth below. If no address is given, the Director's or Executive Officer's business address is that of ECMC at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise indicated, each occupation set forth opposite an individual's name refers to ECMC and each individual is a United States citizen. Name, Business Address Present Principal Occupation ---------------------- ---------------------------- * Kevin R. Byrne Senior Vice President and Chief Financial Officer; Senior Vice President and Treasurer of The Equitable Life Assurance Society of the United States and The Equitable Companies Incorporated * Michael Hegarty President and Chief Operating Officer of The Equitable Life Assurance Society of the United States; Vice Chairman and Chief Operating Officer of The Equitable Companies Incorporated * Edward D. Miller Chairman and Chief Executive Officer of The Equitable Life Assurance Society of the United States; President and Chief Executive Officer of The Equitable Companies Incorporated * Stanley B. Tulin Chairman, President and Chief Executive Officer; Vice Chairman and Chief Financial Officer of The Equitable Life Assurance Society of the United States; Executive Vice President and Chief Financial Officer of The Equitable Companies Incorporated - ---------------------- * Director Page 58 of 63 Exhibit 17 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. Page 59 of 63 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. Page 60 of 63 Exhibit 18 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 Page 61 of 63 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. Page 62 of 63 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: Page 63 of 63 -----END PRIVACY-ENHANCED MESSAGE-----