UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): |
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October 26, 2005 |
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
(Exact name of registrant as specified in its charter)
Delaware |
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001-09818 |
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13-3434400 |
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(State or other jurisdiction of |
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(Commission |
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(I.R.S. Employer |
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incorporation or organization) |
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File Number) |
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Identification Number) |
1345 Avenue of the Americas, New York, New York |
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10105 |
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(Address of principal executive offices) |
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(Zip Code) |
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Registrant’s telephone number, including area code: |
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212-969-1000 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section 1. |
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Registrant’s Business and Operations |
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Item 1.01. |
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Entry into a Material Definitive Agreement. |
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Not applicable. |
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Item 1.02. |
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Termination of a Material Definitive Agreement. |
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Not applicable. |
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Item 1.03. |
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Bankruptcy or Receivership. |
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Not applicable. |
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Section 2. |
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Financial Information |
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Item 2.01. |
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Completion of Acquisition or Disposition of Assets. |
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Not applicable. |
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Item 2.02. |
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Results of Operations and Financial Condition. |
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Alliance Capital Management Holding L.P. (“Alliance Holding”) is furnishing the news release it issued on October 26, 2005 concerning financial and operating results for the quarter ended September 30, 2005 (“3Q05 Earnings Release”). The 3Q05 Earnings Release is attached hereto as Exhibit 99.24. |
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Alliance Holding is furnishing its Third Quarter 2005 Review, dated October 26, 2005 (“3Q05 Review”). The 3Q05 Review is attached hereto as Exhibit 99.25. |
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Alliance Holding is furnishing a transcript of its conference call with analysts relating to financial and operating results for the quarter ended September 30, 2005 (“3Q05 Transcript”). The call took place on October 26, 2005. The 3Q05 Transcript is attached hereto as Exhibit 99.26. |
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Item 2.03. |
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Creation of a Direct Financial Obligation or |
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an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
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Not applicable. |
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Item 2.04. |
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Triggering Events that Accelerate or Increase a Direct Financial Obligation or |
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an Obligation under an Off-Balance Sheet Arrangement. |
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Not applicable. |
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Item 2.05. |
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Costs Associated with Exit or Disposal Activities. |
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Not applicable. |
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Item 2.06. |
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Material Impairments. |
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Not applicable. |
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Section 3. |
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Securities and Trading Markets |
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Item 3.01. |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
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Not applicable. |
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Item 3.02. |
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Unregistered Sales of Equity Securities. |
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Not applicable. |
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Item 3.03. |
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Material Modification to Rights of Security Holders. |
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Not applicable. |
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Section 4. |
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Matters Relating to Accountants and Financial Statements |
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Item 4.01. |
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Changes in Registrant’s Certifying Accountant. |
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Not applicable. |
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Item 4.02. |
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Non-Reliance on Previously Issued Financial Statements or |
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a Related Audit Report or Completed Interim Review. |
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Not applicable. |
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Section 5. |
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Corporate Governance and Management |
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Item 5.01. |
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Changes in Control of Registrant. |
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Not applicable. |
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Item 5.02. |
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Departure of Directors or Principal Officers; |
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Election of Directors; Appointment of Principal Officers. |
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Not applicable. |
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Item 5.03. |
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Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
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Not applicable. |
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Item 5.04. |
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Temporary Suspension of Trading under Registrant’s Employee Benefit Plans. |
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Not applicable. |
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Item 5.05. |
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Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
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Not applicable. |
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Section 6. |
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[Reserved] |
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Section 7. |
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Regulation FD |
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Item 7.01. |
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Regulation FD Disclosure. |
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Alliance Holding is furnishing the 3Q05 Earnings Release, which is attached hereto as Exhibit 99.24. |
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Alliance Holding is furnishing the 3Q05 Review, which is attached hereto as Exhibit 99.25. |
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Alliance Holding is furnishing the 3Q05 Transcript, which is attached hereto as Exhibit 99.26. |
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Section 8. |
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Other Events |
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Item 8.01. |
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Other Events. |
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Alliance Capital Management L.P. (“Alliance Capital”) intends to engage in open-market purchases of up to 500,000 Alliance Holding Units, from time to time at its discretion, to fund obligations under certain Alliance Capital deferred compensation plans. |
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Section 9. |
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Financial Statements and Exhibits |
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Item 9.01. |
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Financial Statements and Exhibits. |
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(a) |
Financial statements of businesses acquired. |
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None. |
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(b) |
Pro forma financial information. |
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None. |
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(c) |
Exhibits. |
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99.24 |
Alliance Holding is furnishing the 3Q05 Earnings Release. |
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99.25 |
Alliance Holding is furnishing the 3Q05 Review. |
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99.26 |
Alliance Holding is furnishing the 3Q05 Transcript. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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ALLIANCE CAPITAL MANAGEMENT HOLDING L.P. |
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Dated: October 27, 2005 |
By: |
Alliance Capital Management |
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Corporation, General Partner |
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By: |
/s/ Robert H. Joseph, Jr. |
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Robert H. Joseph, Jr. |
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Senior Vice President and |
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