UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Date of Report (Date of earliest event reported): |
July 26, 2005 |
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P.
(Exact name of registrant as specified in its charter)
|
Delaware |
|
001-09818 |
|
13-3434400 |
|
(State or other jurisdiction of |
|
(Commission |
|
(I.R.S. Employer |
|
|
|
|
|
|
|
|
|
|
|
|
|
1345 Avenue of the Americas, New York, New York |
|
10105 |
||
|
(Address of principal executive offices) |
|
(Zip Code) |
||
|
Registrant’s telephone number, including area code: |
212-969-1000 |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Section 1. |
|
Registrant’s Business and Operations |
|
|
|
|
|
Item 1.01. |
|
Entry into a Material Definitive Agreement. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 1.02. |
|
Termination of a Material Definitive Agreement. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 1.03. |
|
Bankruptcy or Receivership. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
Section 2. |
|
Financial Information |
|
|
|
|
|
Item 2.01. |
|
Completion of Acquisition or Disposition of Assets. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.02. |
|
Results of Operations and Financial Condition. |
|
|
|
|
|
|
|
Alliance Capital Management Holding L.P. (“Alliance Holding”) is furnishing the news release it issued on July 26, 2005 concerning financial and operating results for the quarter ended June 30, 2005 (“2Q05 Earnings Release”). The 2Q05 Earnings Release is attached hereto as Exhibit 99.17. |
|
|
|
|
|
|
|
Alliance Holding is furnishing its Second Quarter 2005 Review, dated July 26, 2005 (“2Q05 Review”). The 2Q05 Review is attached hereto as Exhibit 99.18. |
|
|
|
|
|
|
|
Alliance Holding is furnishing a transcript of its conference call with analysts relating to financial and operating results for the quarter ended June 30, 2005 (“2Q05 Transcript”). The call took place on July 26, 2005. The 2Q05 Transcript is attached hereto as Exhibit 99.19. |
|
|
|
|
|
Item 2.03. |
|
Creation of a Direct
Financial Obligation or |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.04. |
|
Triggering Events that
Accelerate or Increase a Direct Financial Obligation or |
|
|
|
|
|
|
|
Not applicable. |
|
Item 2.05. |
|
Costs Associated with Exit or Disposal Activities. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 2.06. |
|
Material Impairments. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
Section 3. |
|
Securities and Trading Markets |
|
|
|
|
|
Item 3.01. |
|
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 3.02. |
|
Unregistered Sales of Equity Securities. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 3.03. |
|
Material Modification to Rights of Security Holders. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
Section 4. |
|
Matters Relating to Accountants and Financial Statements |
|
|
|
|
|
Item 4.01. |
|
Changes in Registrant’s Certifying Accountant. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 4.02. |
|
Non-Reliance on
Previously Issued Financial Statements or |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
Section 5. |
|
Corporate Governance and Management |
|
|
|
|
|
Item 5.01. |
|
Changes in Control of Registrant. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 5.02. |
|
Departure of Directors
or Principal Officers; |
|
|
|
|
|
|
|
Not applicable. |
|
Item 5.03. |
|
Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 5.04. |
|
Temporary Suspension of Trading under Registrant’s Employee Benefit Plans. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
Item 5.05. |
|
Amendments to Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
|
|
|
|
|
|
|
Not applicable. |
|
|
|
|
|
|
|
|
|
Section 6. |
|
[Reserved] |
|
|
|
|
|
|
|
|
|
Section 7. |
|
Regulation FD |
|
|
|
|
|
Item 7.01. |
|
Regulation FD Disclosure. |
|
|
|
|
|
|
|
Alliance Holding is furnishing the 2Q05 Earnings Release. The 2Q05 Earnings Release is attached hereto as Exhibit 99.17. |
|
|
|
|
|
|
|
Alliance Holding is furnishing the 2Q05 Review. The 2Q05 Review is attached hereto as Exhibit 99.18. |
|
|
|
|
|
|
|
Alliance Holding is furnishing the 2Q05 Transcript. The 2Q05 Transcript is attached hereto as Exhibit 99.19. |
|
|
|
|
|
|
|
|
|
Section 8. |
|
Other Events |
|
|
|
|
|
Item 8.01. |
|
Other Events. |
|
|
|
|
|
|
|
Not applicable. |
|
Section 9. |
|
Financial Statements and Exhibits |
||
|
|
|
|
|
|
|
Item 9.01. |
|
Financial Statements and Exhibits. |
||
|
|
|
|
|
|
|
|
|
(a) |
Financial statements of businesses acquired. |
|
|
|
|
|
|
|
|
|
|
|
None. |
|
|
|
|
|
|
|
|
|
|
(b) |
Pro forma financial information. |
|
|
|
|
|
|
|
|
|
|
|
None. |
|
|
|
|
|
|
|
|
|
|
(c) |
Exhibits. |
|
|
|
|
|
|
|
|
|
|
|
99.17 |
Alliance Holding is furnishing the 2Q05 Earnings Release. |
|
|
|
|
|
|
|
|
|
|
99.18 |
Alliance Holding is furnishing the 2Q05 Review. |
|
|
|
|
|
|
|
|
|
|
99.19 |
Alliance Holding is furnishing the 2Q05 Transcript. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
ALLIANCE CAPITAL MANAGEMENT HOLDING L.P. |
||
|
|
|
||
|
Dated: July 27, 2005 |
By: |
Alliance Capital Management |
|
|
|
|
Corporation, General Partner |
|
|
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Robert H. Joseph, Jr. |
|
|
|
|
Robert H. Joseph, Jr. |
|
|
|
|
Senior Vice President and |
|
|
|
|
Chief Financial Officer |
|