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Title: |
Agreement and Plan of Reorganization |
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Date: |
2000 |
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Preview shows 9KB of 52KB total |
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$36 |
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ID: |
#1700321 |
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AGREEMENT AND PLAN OF REORGANIZATION
dated as of August 20, 1999
by and among
ALLIANCE CAPITAL MANAGEMENT L.P.,
a Delaware limited partnership,
ALLIANCE CAPITAL MANAGEMENT L.P. II,
a Delaware limited partnership,
ALLIANCE CAPITAL MANAGEMENT CORPORATION,
a Delaware corporation
and
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES,
a New York stock life insurance corporation
<PAGE>
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (this "Agreement") is dated
as of August 20, 1999 by and among Alliance Capital Management L.P., a
Delaware limited partnership ("Alliance Holding"), Alliance Capital Management
L.P. II, a Delaware limited partnership ("Alliance Capital"), Alliance Capital
Management Corporation, a Delaware corporation in its capacities as the sole
general partner of each of Alliance Holding and Alliance Capital ("ACMC"), and
The Equitable Life Assurance Society of the United States, a New York stock
life insurance corporation ("Equitable Life"). Capitalized terms have the
meanings specified in Article I.
WHEREAS, Alliance Holding is a limited partnership formed pursuant to
the Delaware Revised Uniform Limited Partnership Act (the "Delaware Act") with
Alliance Holding LP Units listed on the New York Stock Exchange;
WHEREAS, Alliance Capital is a private limited partnership recently
formed pursuant to the Delaware Act for the purpose of entering into this
Agreement and consummating the transactions contemplated hereby and continuing
the business of Alliance Holding following the Reorganization;
WHEREAS, the parties desire to effect a reorganization of Alliance
Holding, pursuant to which, among other things, Alliance Holding will (i)
transfer or assign all or substantially all of its assets to Alliance Capital
in exchange for the issuance by Alliance Capital to Alliance Holding of 100%
of the Alliance Capital LP Units and the Alliance Capital GP Interest and the
assumption by Alliance Capital of all or substantially all of the liabilities
of Alliance Holding and (ii) offer to exchange outstanding Alliance Holding LP
Units for Alliance Capital LP Units held by Alliance Holding immediately prior
to the Effective Time, on a one-for-one basis (the "Reorganization");
WHEREAS, in connection with the Reorganization, Alliance Holding,
Alliance Capital and Equitable Life have entered into an Indemnification and
Reimbursement Agreement, dated as of April 8, 1999, pursuant to which
Equitable Life has agreed to indemnify and reimburse, or cause to be
indemnified and reimbursed, Alliance Holding, Alliance Capital and certain of
their affiliates for certain costs and expenses associated with the
Reorganization, and an Exchange Agreement, dated as of April 8, 1999, pursuant
to which Equitable Life has agreed to exchange, and to cause its affiliates to
exchange, substantially all of the Alliance Holding LP Units held by them for
Alliance Capital LP Units (which Exchange Agreement shall be superceded by
this Agreement); and
WHEREAS, the parties desire to specify the steps to be taken in
connection with the Reorganization.
NOW, THEREFORE, in consideration of the mutual promises herein
contained, the parties hereto, intending to be legally bound, do hereby agree
as follows:
ARTICLE 1
DEFINITIONS
SECTION 1.01. Definitions. Unless the context otherwise specifies or
requires, the terms defined in this Section 1.01 shall, for the purposes of
this Agreement, have the meanings herein specified. In the event of any
inconsistency between the meanings assigned to such terms in this Agreement,
the Alliance Holding Partnership Agreement and the Alliance Capital
Partnership Agreement, the meanings assigned to such terms in the Alliance
Holding Partnership Agreement and the Alliance Capital Partnership Agreement
shall control.
"ACMC" has the meaning specified in the Recitals.
2
<PAGE>
"Alliance Capital" has the meaning specified in the Recitals.
"Alliance Capital Certificate of Limited Partnership" has the meaning
specified in Section 2.04.
"Alliance Capital GP Interest" shall mean a partnership interest
representing a 1% economic interest in Alliance Capital.
"Alliance Capital LP Unit" shall mean a unit representing a
percentage interest in the aggregate partnership interests of the limited
partners of Alliance Capital equal to, at any time, one divided by the total
number of units of limited partner interests in Alliance Capital outstanding
at that time.
"Alliance Capital Partnership Agreement" shall mean the Agreement of
Limited Partnership of Alliance Capital Management L.P. II, dated as of July
7, 1999, as the same may be amended, supplemented or restated from time to
time.
"Alliance Holding" has the meaning specified in the Recitals.
"Alliance Holding GP Units" has the meaning specified in Section
2.01(a).
"Alliance Holding LP Unit" shall mean a unit representing an
assignment of a beneficial interest in a corresponding limited partner
interest in Alliance Holding.
"Alliance Holding Partnership Agreement" shall mean the Agreement of
Limited Partnership of Alliance Capital Management L.P., dated as of November
18, 1987, as the same may be amended, supplemented or restated from time to
time.
"Assumed Liabilities" has the meaning set forth in Section 2.01(d)(i).
"Business Day" shall mean any day other than a Saturday, a Sunday or
a day on which banks in New York, New York are required to be closed for
regular banking business.
"Closing" and "Closing Date" have the meanings specified in Section
2.02.
"Consent" shall mean any consent, license, permit, waiver, approval,
authorization or other action of, by or with respect to, or registration,
declaration or filing with, any court, Governmental Authority or Person.
"Delaware Act" has the meaning specified in the Recitals.
"Effective Time" has the meaning specified in Section 2.02.
"Equitable Life" has the meaning specified in the Recitals.
"Equitable Life Exchange" has the meaning specified in Section 2.03.
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
"Exchange Offer" has the meaning specified in Section 2.01(e).
"Governmental Approval" shall mean any Consent of, with or to any
Governmental Authority, including the expiration of any waiting or other time
period required to pass before governmental consent or acquiescence may be
assumed or relied upon.
3
<PAGE>
"Governmental Authority" shall mean any court or governmental
authority, department, commission, board, bureau, agency or instrumentality,
domestic or foreign, any tribunal or arbitrators of competent jurisdiction and
any self-regulatory organization.
"Holdback Interests" has the meaning specified in Section 2.01(d)(ii).
"Investment Advisory Agreement" shall mean any agreement or
arrangement for the performance of investment management or advisory services
for clients by which the relevant partnership may be bound.
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