4/A//SEC Filing
AXA COURTAGE ASSURANCE MUTUELLE 4/A
Accession 0001005477-04-004578
CIK 0000825313other
Filed
Dec 21, 7:00 PM ET
Accepted
Dec 22, 7:36 PM ET
Size
29.1 KB
Accession
0001005477-04-004578
Insider Transaction Report
Form 4/AAmended
Holdings
- 722,178
Units
Holdings
- 722,178
Units
Holdings
- 722,178
Units
ECMC LLC
Other
Holdings
- 722,178
Units
ACMC INC
Other
Holdings
- 722,178
Units
Holdings
- 722,178
Units
Holdings
- 722,178
Units
AXA FINANCIAL INC
Other
Holdings
- 722,178
Units
Holdings
- 722,178
Units
AXA
Other
Holdings
- 722,178
Units
Footnotes (10)
- [F1]Units Representing Assignments of Beneficial Ownership of Limited Partnership Interests.
- [F10]These securities are directly owned by ECMC, LLC, an indirect wholly-owned subsidiary of AXA Financial.
- [F2]These securities are directly owned by ACMC, Inc. ("ACMC"), an indirect wholly-owned subsidiary of AXA Financial, Inc. ("AXA Financial").
- [F3]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.
- [F4]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 wth 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.
- [F5]In addition to the units ("Holding Units") representing assignments of beneficial ownership of limited partnership interests in Alliance Capital Management Holding L.P. ("Holding") reported in this Form 4, the Reporting Persons beneficially own units ("Capital Units") of limited partnership interest in Alliance Capital Management L.P. ("Capital") as follows. As of December 21, 2004, AXA Financial beneficially owned directly 32,699,154 Capital Units; ACMC, 66,220,822 Capital Units; ECMC, LLC, 40,880,637 Capital Units; AXA Equitable Life Insurance Company ("AXA Equitable"), 7,765,204 Capital Units; MONY Life Insurance Company ("MONY Life"), 4,389,192 Capital Units; MONY Life Insurance Company of America ("MLOA"), 1,225,000 Capital Units; and Alliance Capital Management Corporation, a wholly-owned subsidiary of AXA Equitable, owned a 1% general partnership interest in Capital and 100,000 units of general partnership interest in Holding.
- [F6]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.
- [F7]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 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.
- [F8]For more information on the Reporting Persons' holdings of Capital Units, see their separate Form 4 filings with respect to Capital Units.
- [F9]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.
Documents
Issuer
ALLIANCE CAPITAL MANAGEMENT HOLDING LP
CIK 0000825313
Entity typeother
IncorporatedFrance
Related Parties
1- filerCIK 0000898483
Filing Metadata
- Form type
- 4/A
- Filed
- Dec 21, 7:00 PM ET
- Accepted
- Dec 22, 7:36 PM ET
- Size
- 29.1 KB