form8-k.htm

0001140361-07-024927.txt : 20071220 0001140361-07-024927.hdr.sgml : 20071220 20071220172618 ACCESSION NUMBER: 0001140361-07-024927 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20071217 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071220 DATE AS OF CHANGE: 20071220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLIANCEBERNSTEIN L.P. CENTRAL INDEX KEY: 0001109448 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 134064930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-29961 FILM NUMBER: 071320168 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: 2129691000 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: ALLIANCE CAPITAL MANAGEMENT L P DATE OF NAME CHANGE: 20000316 8-K 1 form8-k.htm ALLIANCEBERNSTEIN LP 8-K 12-17-2007 form8-k.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

Date of Report (Date of earliest event reported):

December 17, 2007

AllianceBernstein l.p.

(Exact name of registrant as specified in its charter)

Delaware	000-29961	13-4064930
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

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 5.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(e).

On October 26, 2006, Lewis A. Sanders entered into an employment agreement(“Agreement”) with AllianceBernstein L.P. (“AllianceBernstein”) pursuant to which Mr. Sanders shall serve as AllianceBernstein’s Chairman and Chief Executive Officer through December 31, 2011 unless the agreement is terminated in accordance with its terms. The Agreement was furnished as an Exhibit to a Form 8-K filed on October 31, 2006.

At the December 7, 2007 meeting of the Compensation Committee (“Committee”) of the Board of Directors of AllianceBernstein Corporation, Mr. Sanders and the Committee agreed that it would be appropriate for Mr. Sanders to acquire an equity exposure to AllianceBernstein as part of his deferred compensation awards under the Agreement. (SCB Inc. must exercise its final AllianceBernstein Unit put option before it expires in October 2010 and, when it is exercised, Mr. Sanders will no longer hold an indirect equity interest in AllianceBernstein.) Accordingly, the Agreement has been amended to require Mr. Sanders to allocate the percentage of his 2007 award that would result in his aggregate deferred balance being 50% notionally invested in units representing assignments of beneficial ownership of limited partnership interests in AllianceBernstein Holding L.P. (“Holding Units”), and 50% in investment services offered by AllianceBernstein. In future years, Mr. Sanders will be required to allocate 50% of each award under the Agreement to notional investments in Holding Units. The amendment (“Amendment”), which was reviewed and approved by the Committee, is attached hereto as Exhibit 99.01.

Section 7.

Regulation FD

Item7.01.

Regulation FD Disclosure.

AllianceBernstein is furnishing the Amendment, which is attached hereto as Exhibit 99.01.

Section 9.

Financial Statements and Exhibits

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

99.01

Amendment.

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.

	ALLIANCEBERNSTEIN L.P.


Dated: December 20, 2007	By:	/s/ Adam R. Spilka
		Adam R. Spilka Senior Vice President, Counsel and Secretary

EX-99.1 2 ex99_01.htm EXHIBIT 99.01 ex99_01.htm

Exhibit 99.01

December 13, 2007

Mr. Lewis A. Sanders

AllianceBernstein Corporation

1345 Avenue of the Americas

New York, NY 10105

Dear Lew:

This amendment to your October 26, 2006 agreement (the “Agreement”) with AllianceBernstein Corporation (the “Company”) and AllianceBernstein L.P., which has been duly reviewed and approved by the Compensation Committee of the Board of Directors of the Company, confirms certain changes with respect to your deferred compensation awards.

Specifically, for calendar year 2007, approximately 77% of your award (or such greater or lesser percentage based on the financial performance of the firm for the year ending December 31, 2007) shall be notionally invested in units of AllianceBernstein Holding L.P. (“Units”). As a result, your entire deferred compensation award balance shall be notionally invested approximately 50% in Units and 50% in Approved Funds as of January 31, 2008. For awards in each subsequent calendar year during the term of your employment, 50% shall be notionally invested in Units and 50% shall be notionallyinvested in Approved Funds.

Except as specifically set forth herein, all of the other terms and conditions of the Agreement shall remain in full force and effect. Please confirm your understanding and acceptance ofthe foregoing by signing this letter in the space provided below.

Sincerely,

ALLIANCEBERNSTEIN L.P.

By:	ALLIANCEBERNSTEIN CORPORATION, its General Partner

By:	/s/ Gerald M. Lieberman
	Gerald M. Lieberman
	President and Chief Operating Officer


AGREED TO AND ACCEPTED BY

/s/ Lewis A. Sanders
Lewis A. Sanders


December 17, 2007
Date