-----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, SPqXkbbndt80jS41GQ7vG1hKEQDZlEhC8f7nYWCgW3o8qIHTUgF8U39aeE4IwObq PgFqmPbwm4xkqmz1opMxyg== 0001005477-04-004576.txt : 20041222 0001005477-04-004576.hdr.sgml : 20041222 20041222193558 ACCESSION NUMBER: 0001005477-04-004576 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041207 FILED AS OF DATE: 20041222 DATE AS OF CHANGE: 20041222 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT L P CENTRAL INDEX KEY: 0001109448 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 134064930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA EQUITABLE LIFE INSURANCE CO CENTRAL INDEX KEY: 0000727920 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222121 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 AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER NAME: FORMER CONFORMED NAME: AXA-EQUITABLE LIFE INSURANCE CO DATE OF NAME CHANGE: 20040928 FORMER NAME: FORMER CONFORMED NAME: EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/ DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ACMC INC CENTRAL INDEX KEY: 0000003798 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222122 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 FORMER NAME: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19920929 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA FINANCIAL SERVICES LLC CENTRAL INDEX KEY: 0001257148 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222125 BUSINESS ADDRESS: STREET 1: 1290 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 212-554-1234 MAIL ADDRESS: STREET 1: 1290 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: EQUITABLE HOLDINGS LLC CENTRAL INDEX KEY: 0001257149 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222126 BUSINESS ADDRESS: STREET 1: 1290 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA ASSURANCES VIE MUTUELLE ET AL CENTRAL INDEX KEY: 0000898482 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222127 BUSINESS ADDRESS: STREET 1: LA GRANDE ARCHE PARDI NORD STREET 2: 92044 CITY: PARIS LA DEFENSE FRA STATE: I3 MAIL ADDRESS: STREET 1: 26 RUE DROUOT CITY: PARIS STATE: I0 ZIP: 75009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA ASSURANCES I A R D MUTUELLE ET AL CENTRAL INDEX KEY: 0000941620 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222129 BUSINESS ADDRESS: STREET 1: LA GRANDE ARCHE STREET 2: PARDI NORD CITY: 92044 PARIS LA DEFENCE FRANCE STATE: I0 MAIL ADDRESS: STREET 1: 26 RUE DROUOT CITY: PARIS STATE: I0 ZIP: 75009 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222124 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 FORMER NAME: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA CENTRAL INDEX KEY: 0000898427 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222130 BUSINESS ADDRESS: STREET 1: 25 AVE MATIGNON CITY: PARIS FRANCE STATE: I0 BUSINESS PHONE: 2125544489 MAIL ADDRESS: STREET 1: 135 WEST 50TH ST 3RD ST STREET 2: 135 WEST 50TH ST 3RD ST CITY: NEW YORK STATE: NY ZIP: 10020 FORMER NAME: FORMER CONFORMED NAME: AXA UAP DATE OF NAME CHANGE: 19970904 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ECMC LLC CENTRAL INDEX KEY: 0000842885 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222123 BUSINESS ADDRESS: STREET 1: 1290 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 MAIL ADDRESS: STREET 1: 1290 AVE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER NAME: FORMER CONFORMED NAME: EQUITABLE CAPITAL MANAGEMENT CORP DATE OF NAME CHANGE: 19881118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: AXA COURTAGE ASSURANCE MUTUELLE CENTRAL INDEX KEY: 0000898483 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 041222128 BUSINESS ADDRESS: STREET 1: 24 RUE LOUIS LE GRANDE STREET 2: 75002 CITY: PARIS FRANCE STATE: I3 ZIP: 10020 BUSINESS PHONE: 2126418234 MAIL ADDRESS: STREET 1: 26 NUE DROUOT CITY: PARIS STATE: I0 ZIP: 75009 FORMER NAME: FORMER CONFORMED NAME: UNI EUROPE ASSURANCE MUTUELLE DATE OF NAME CHANGE: 19930715 4/A 1 edgar123.xml AMENDMENT TO FORM 4 X0202 4/A 2004-12-07 2004-12-09 0 0001109448 ALLIANCE CAPITAL MANAGEMENT L P NONE 0000003798 ACMC INC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 1 Filed by mult. reporting pers. 0000898427 AXA 25 AVENUE MATIGNON PARIS I0 75008 FRANCE 0 0 1 1 Filed by mult. reporting pers. 0000941620 AXA ASSURANCES I A R D MUTUELLE ET AL 26, RUE DROUOT PARIS I0 75009 FRANCE 0 0 1 1 Filed by mult.reporting pers. 0000898483 AXA COURTAGE ASSURANCE MUTUELLE 26, RUE DROUOT PARIS I0 75009 FRANCE 0 0 1 1 Filed by mult. reporting pers. 0000898482 AXA ASSURANCES VIE MUTUELLE ET AL 26, RUE DROUOT PARIS I0 75009 FRANCE 0 0 1 1 Filed by mult. reporting pers. 0001257148 AXA FINANCIAL SERVICES LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 1 Filed by mult. reporting pers. 0000888002 AXA FINANCIAL INC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 1 Filed by mult. reporting pers. 0000842885 ECMC LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 1 Filed by mult. reporting pers. 0001257149 EQUITABLE HOLDINGS LLC 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 1 Filed by mult. reporting pers. 0000727920 AXA EQUITABLE LIFE INSURANCE CO 1290 AVENUE OF THE AMERICAS NEW YORK NY 10104 0 0 1 1 Filed by mult. reporting pers. Units of Limited Partnership Interest 66220822 D Units of Limited Partnership Interest 40880637 D Units of Limited Partnership Interest 2004-12-07 4 J 0 2545808 40.08 A 7765204 D Units of Limited Partnership Interest 32699154 D Units of Limited Partnership Interest 2004-12-07 4 J 0 4389192 40.08 A 4389192 I See notes Units of Limited Partnership Interest 2004-12-07 4 J 0 1225000 40.08 A 1225000 I See notes These units ("Capital Units") of limited partnership interest in Alliance Capital Management L.P. ("Capital") are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial"). These Capital Units are directly owned by ECMC, LLC ("ECMC"), an indirect wholly-owned subsidiary of AXA Financial. These Capital Units are directly owned by AXA Equitable Life Insurance Company (f/k/a The Equitable Life Assurance Society of the United States) ("AXA Equitable"), an indirect wholly-owned subsidiary of AXA Financial. AXA indirectly owns all of the common stock (the "Common Stock") of AXA Financial, which is the direct and indirect beneficial owner of the securities covered by this Form 4. As of October 31, 2004, the Mutuelles AXA, as a group, directly and indirectly (through Finaxa) owned 20.54% of the issued ordinary shares (representing 32.66% of the voting power) of AXA. The Mutuelles AXA, Finaxa and AXA expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4. AXA has deposited its shares of Common Stock into a voting trust. AXA will remain the beneficial owner of such Common Stock, but during the term of the voting trust, the AXA Voting Trustees will exercise all voting rights with respect to the Common Stock. Accordingly, the AXA Voting Trustees may be deemed to beneficially own the securities covered by this Form 4. The AXA Voting Trustees expressly declare that the filing of this Form 4 shall not be construed as an admission that any of them is, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this Form 4. In addition to the Capital Units reported in this Form 4, the Reporting Persons beneficially own units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in Alliance Capital Management Holding L.P. ("Holding") as follows. As of December 21, 2004, ACMC beneficially owned directly 722,178 Holding Units, and ECMC beneficially owned directly 722,178 Holding Units. Equitable Holdings, LLC wholly owns Alliance Capital Management Corporation, the general partner of both Capital and Holding. As of December 21, 2004, Holding owned 80,473,756 Capital Units. For more information on the Reporting Persons' holdings of Holding Units, see their separate Form 4 filings with respect to Holding Units. The Capital Units are highly illiquid, and the ability of a holder of Capital Units to exchange them in the future for Holding Units if it so desires is substantially limited. In general, transfers of Capital Units will be allowed only with the written consent of both AXA Equitable and the general partner of Capital. AXA Equitable and the general partner of Capital have stated that they intend to refuse to consent to any transfer that is not described in the safe harbors set forth in the United States Treasury regulations. AXA Financial entered into a purchase agreement with SCB Inc. (f/k/a Sanford C. Bernstein Inc.) ("SCB") and Capital, dated as of June 20, 2000 (the "Purchase Agreement"), pursuant to which it granted SCB the right, beginning on the second anniversary of the closing of Capital's acquisition of substantially all of the assets and liabilities of SCB (the "Acquisition"), to cause AXA Financial (or its designee) to purchase Capital Units received by SCB as part of consideration for the Acquisition (in the aggregate, such Capital Units are referred to herein as the "Equity Consideration"). This right is exercisable no more than once annually during each of the eight years following the second anniversary of the closing of the Acquisition (October 2, 2000), in an amount not to exceed 20% of the Capital Units paid to SCB as part of the Equity Consideration per year and subject to deferral under certain circumstances. On December 7, 2004, SCB Partners Inc., a wholly owned subsidiary of SCB, delivered a notice to AXA Financial stating that it was exercising its right to sell 8,160,000 Capital Units to AXA Financial (or its designee) under the Purchase Agreement. The purchase price for the Capital Units which acquisition is being reported on this Form 4 is $40.077 per Capital Unit, which is, as provided in the Purchase Agreement, the average of the closing prices of a Holding Unit as quoted on the New York Stock Exchange composite tape for the ten trading days ending on December 14, 2004, the fifth trading day following the December 7, 2004 exercise date. The settlement of the sale by SCB Partners Inc. of 8,160,000 Capital Units in the aggregate to AXA Financial (which contributed 4,389,192 Capital Units to MONY Life and 1,225,000 Capital Units to MLOA on December 21, 2004) and AXA Equitable took place on December 21, 2004. These Capital Units are directly owned by AXA Financial. These Capital Units are directly owned by MONY Life Insurance Company ("MONY Life"), which is wholly owned by MONY Holdings, LLC, a wholly-owned subsidiary of AXA Financial. These Capital Units are directly owned by MONY Life Insurance Company of America ("MLOA"), which is wholly owned by MONY Life. This is one of two Forms 4 reporting this transaction filed today by multiple reporting persons. See Attachment A filed as an Exhibit hereto for a complete list of Reporting Persons filing these two Forms 4 today. Alvin H. Fenichel (See Attachment A) 2004-12-22 Kevin R. Byrne (See Attachment A) 2004-12-22 EX-99 2 attachmenta.txt ATTACHMENT A ATTACHMENT A ADDITIONAL REPORTING PERSONS AND SIGNATURES COMPANY / ADDRESS AXA ASSURANCES I.A.R.D. MUTUELLE 26, rue Drouot 75009 Paris, France AXA ASSURANCES VIE MUTUELLE 26, rue Drouot 75009 Paris, France AXA COURTAGE ASSURANCE MUTUELLE 26, rue Drouot 75009 Paris, France are Reporting Persons through their interest in the following entity: AXA 25, avenue Matignon 75008 Paris, France is a Reporting Person through its interest in AXA Financial, Inc. SIGNED ON BEHALF OF THE ABOVE ENTITIES (collectively, the "Mutuelles AXA, and AXA") By: /s/Alvin H. Fenichel ---------------------------------- Alvin H. Fenichel, Attorney-in-Fact COMPANY / ADDRESS AXA FINANCIAL, INC. 1290 Avenue of the Americas New York, New York 10104 AXA FINANCIAL SERVICES, LLC 1290 Avenue of the Americas New York, New York 10104 AXA EQUITABLE LIFE INSURANCE COMPANY 1290 Avenue of the Americas New York, New York 10104 SIGNED ON BEHALF OF THE ABOVE ENTITIES By: /s/ Alvin H. Fenichel ------------------------------- Alvin H. Fenichel, Senior Vice President and Controller EQUITABLE HOLDINGS, LLC 1290 Avenue of the Americas New York, New York 10104 By: /s/ Alvin H. Fenichel ------------------------------- Alvin H. Fenichel, Authorized Signatory are Reporting Persons through their respective interests in the following entities: ACMC, INC. 1290 Avenue of the Americas New York, New York 10104 By: /s/Kevin R. Byrne ------------------------------- Kevin R. Byrne, Senior Vice President and Chief Financial Officer ECMC, LLC 1290 Avenue of the Americas New York, New York 10104 By: /s/ Alvin H. Fenichel ------------------------------- Alvin H. Fenichel, Authorized Signatory Since no more than ten reporting persons may join in a single electronic Form 4 submission, a separate Form 4 is being filed today on behalf of the following reporting persons: COMPANY / ADDRESS FINAXA 23, avenue Matignon 75008 Paris, France VOTING TRUSTEES / ADDRESS Claude Bebear, Henri de Castries, and Francoise 25, avenue Matignon Colloc'h (collectively, the "AXA Voting 75008 Paris, France Trustees") pursuant to the Amended and Restated Voting Trust Agreement dated as of May 12, 2002, with AXA. MONY HOLDINGS, LLC 1290 Avenue of the Americas New York, New York 10104 MONY LIFE INSURANCE COMPANY 1290 Avenue of the Americas New York, New York 10104 MONY LIFE INSURANCE COMPANY OF AMERICA 1290 Avenue of the Americas New York, New York 10104 -----END PRIVACY-ENHANCED MESSAGE-----