form8k.htm
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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December 19,
2008
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AllianceBernstein
Holding l.p.
(Exact
name of registrant as specified in its charter)
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Delaware
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001-09818
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13-3434400
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(State
or other jurisdiction of incorporation or organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification
Number)
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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
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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:
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£
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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£
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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£
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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£
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5.
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Corporate Governance
and Management
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Item
5.02.
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Departure
of Directors or Certain Officers; Election of
Directors;
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Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
December 19, 2008, Lewis A. Sanders, Chairman of the Board of Directors
(“Board”) of AllianceBernstein Corporation (“Corporation”), general partner of
AllianceBernstein L.P. (“AllianceBernstein”) and AllianceBernstein Holding L.P.
(“AB Holding”), and Chief Executive Officer of the Corporation,
AllianceBernstein and AB Holding, announced his retirement. Mr. Sanders is
resigning from these positions as of December 19, 2008, but he will remain an
employee of AllianceBernstein through December 31, 2008.
Mr.
Sanders and AllianceBernstein have entered into an agreement setting forth the
terms of Mr. Sanders’s retirement (“Sanders Retirement Agreement”). Mr. Sanders
will receive, in connection with his retirement and in recognition of 40 years
of service to AllianceBernstein and one of its legacy firms, Sanford C.
Bernstein & Co. Inc., and as provided in Section 6(a) of his employment
agreement with AllianceBernstein dated October 26, 2006, as amended, a payment
of $12,750,000, together with all unvested deferred compensation awards
previously made to him. Mr. Sanders will also receive, until December 31, 2011,
a number of continuing benefits from AllianceBernstein as described in the
Sanders Retirement Agreement.
The
Sanders Retirement Agreement is attached hereto as Exhibit 99.01 and the
description set forth herein is qualified in its entirety by reference
thereto.
On
December 19, 2008, the Board named Peter S. Kraus, age 56, Chairman of the Board
of the Corporation and Chief Executive Officer of the Corporation,
AllianceBernstein and AB Holding. Mr. Kraus was also named a member of the
Executive Committee of the Board, the Compensation Committee of the Board and
the Corporate Governance Committee of the Board.
Mr. Kraus
has in-depth experience in the financial markets, including investment banking,
asset management and private wealth management. Most recently, he served as an
executive vice president, the head of global strategy and a member of the
Management Committee of Merrill Lynch & Co. Inc. (“Merrill”), from September
2008 through December 2008. Prior to joining Merrill, Mr. Kraus spent 22 years
with Goldman Sachs Group Inc. (“Goldman”), where he most recently served as
co-head of the Investment Management Division and a member of the Management
Committee, as well as head of firm-wide strategy and chairman of the Strategy
Committee. Mr. Kraus also served as co-head of the Financial Institutions Group.
He was named a partner at Goldman in 1994 and managing director in
1996.
Mr. Kraus
is Chairman of the Investment Committee of Trinity College, Chairman of the
Board of Overseers of CalArts, Co-Chair of the Friends of the Carnegie
International, and a member of the Board of Keewaydin Camp.
On
December 19, 2008, Mr. Kraus and AllianceBernstein entered into an agreement
(“Kraus Employment Agreement”) pursuant to which Mr. Kraus shall serve as
Chairman of the Board of the Corporation and Chief Executive Officer of the
Corporation, AllianceBernstein and AB Holding until January 2, 2014 (“Employment
Term”) unless the Kraus Employment Agreement is terminated in accordance with
its terms.
In
connection with the commencement of Mr. Kraus’s employment, on December 19,
2008, he was granted restricted units representing assignments of beneficial
ownership of limited partnership interests in AB Holding (“AB Holding Units”) in
an amount equal to the lesser of: (i) three million (3,000,000), and (ii) the
number of AB Holding Units equal to $50 million divided by the average closing
price on the New York Stock Exchange of an AB Holding Unit for the twenty (20)
trading days ending on and including December 19, 2008 (rounded up to the
nearest whole number). Subject to accelerated vesting clauses in the Kraus
Employment Agreement (e.g., immediate vesting upon
AXA ceasing to control the management of AllianceBernstein’s business or AB
Holding ceasing to be publicly traded and certain qualifying terminations of
employment), Mr. Kraus’s restricted AB Holding Units will vest ratably on each
of the first five anniversaries of December 19, 2008, commencing December 19,
2009, provided, with respect to each installment, Mr. Kraus continues to be
employed by AllianceBernstein on the vesting date. Mr. Kraus will be paid the
cash distributions payable with respect to his unvested restricted AB Holding
Units and a dollar amount equal to the cash distributions payable with respect
to the number of any AB Holding Units that are withheld by AllianceBernstein to
cover Mr. Kraus’s withholding tax obligations as the AB Holding Units vest.
These cash distributions will be paid at the time distributions are made to AB
Holding Unitholders generally, provided that no payments to Mr. Kraus will be
required with respect to any cash distribution with a record date following the
earlier of (i) the termination of Mr. Kraus’s employment for any reason, and
(ii) December 19, 2013.
The
calculation described in the paragraph above results in an average closing price
of $18.3685 and an equity grant to Mr. Kraus of 2,772,052 AB Holding
Units.
Mr. Kraus
will be paid an annual base salary of $275,000 and will be entitled to receive a
2009 cash bonus of $6 million.
During
the Employment Term, AllianceBernstein has no commitment to pay any cash bonuses
to Mr. Kraus beyond the $6 million in 2009 (with any additional bonuses being
entirely in the discretion of the Board) or to make any additional equity based
awards to him. Consequently, for years after 2009 during the Employment Term,
the totality of Mr. Kraus’s compensation (other than his fixed salary) will be
dependent on the level of cash distributions on the restricted AB Holding Units
granted to him and the evolution of the trading price of AB Holding Units,
thereby directly aligning Mr. Kraus’s interests with those of other holders of
AB Holding Units.
Mr. Kraus
is also entitled to receive perquisites and benefits on the same terms as his
predecessor.
The Kraus
Employment Agreement is attached hereto as Exhibit 99.02 and the description set
forth herein is qualified in its entirety by reference thereto.
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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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Sanders
Retirement Agreement.
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Kraus
Employment Agreement.
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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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AllianceBernstein
Holding l.p.
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Dated: December
24, 2008
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By:
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/s/
Laurence E. Cranch
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Laurence
E. Cranch
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Executive
Vice President,
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General
Counsel and Corporate
Secretary
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