SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 11-K

 

 

ý

 

ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

 

 

 

 

For the fiscal year ended: December 31, 2001.

 

 

 

 

 

OR

 

 

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

 

 

 

 

 

For the transition period from             to             

 

Commission file number:  000-29961

 

 

A.         Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

Profit Sharing Plan for Employees of

Alliance Capital Management L.P.

 

B.            Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

Alliance Capital Management Holding L.P.

1345 Avenue of the Americas

New York, New York 10105

 

 



 

REQUIRED INFORMATION

 

 

PROFIT SHARING PLAN FOR EMPLOYEES OF

ALLIANCE CAPITAL MANAGEMENT L.P.

 

 

 

Table of Contents

 

Independent Auditors’ Report

 

 

 

 

 

Financial Statements:

 

 

 

 

 

Statements of Net Assets Available for Plan Benefits — December 31, 2001 and 2000

 

 

 

 

 

Statements of Changes in Net Assets Available for Plan Benefits For the Years Ended December 31, 2001 and 2000

 

 

 

 

 

Notes to Financial Statements

 

 

 

 

 

Supplemental Schedule:*

 

 

 

 

 

Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2001

 

 

 

 

 

Schedules required by Form 5500 that are not applicable have not been included

 

 

 

 

 

Consent of Independent Auditors

 

 

 



 

 

Independent Auditors’ Report

 

 

The Committee of the Profit Sharing Plan for Employees of
Alliance Capital Management L.P.:

 

We have audited the accompanying statements of net assets available for plan benefits of the Profit Sharing Plan for Employees of Alliance Capital Management L.P. (the “Plan”) as of December 31, 2001 and 2000, and the related statements of changes in net assets available for plan benefits for the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits of the Profit Sharing Plan for Employees of Alliance Capital Management L.P. as of December 31, 2001 and 2000, and the changes in net assets available for plan benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 

Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year) as of December 31, 2001 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/  KPMG LLP

 

New York, New York

June 26, 2002

 

 

1



 

PROFIT SHARING PLAN FOR EMPLOYEES OF

ALLIANCE CAPITAL MANAGEMENT L.P.

 

Statements of Net Assets Available for Plan Benefits

 

 

December 31, 2001 and 2000

 

 

 

 

2001

 

2000

 

Assets:

 

 

 

 

 

Investments, at fair value (note 4:)

 

 

 

 

 

Alliance Mutual Funds, Alliance Off-shore Funds and Alliance Holding Units

 

$

203,021,220

 

$

220,483,495

 

Common stocks

 

24,033,067

 

28,819,848

 

Participant loans

 

2,256,911

 

2,243,361

 

 

 

 

 

 

 

Total investments

 

229,311,198

 

251,546,704

 

 

 

 

 

 

 

Accrued dividends and interest receivable

 

10,362

 

8,232

 

Receivable for investment securities sold

 

 

55,626

 

Income tax refund receivable

 

105,153

 

135,745

 

Cash

 

1,679,309

 

1,240,335

 

 

 

 

 

 

 

Total assets

 

231,106,022

 

252,986,642

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

Other liabilities

 

 

310,163

 

 

 

 

 

 

 

Total liabilities

 

 

310,163

 

 

 

 

 

 

 

Net assets available for plan benefits

 

$

231,106,022

 

$

252,676,479

 

 

See accompanying notes to financial statements.

 

 

2



 

PROFIT SHARING PLAN FOR EMPLOYEES OF

ALLIANCE CAPITAL MANAGEMENT L.P.

 

Statements of Changes in Net Assets

Available for Plan Benefits

 

Years Ended December 31, 2001 and 2000

 

 

 

 

2001

 

2000

 

Additions to (deductions from) net assets attributed to:

 

 

 

 

 

Investment income (loss):

 

 

 

 

 

Net depreciation in fair value of investments (note 4)

 

$

(40,879,415

)

$

(37,844,005

)

Dividends and interest

 

3,655,704

 

15,047,348

 

 

 

 

 

 

 

Total investment loss

 

(37,223,711

)

(22,796,657

)

 

 

 

 

 

 

Contributions:

 

 

 

 

 

Employer, net (note 2)

 

13,751,776

 

13,627,824

 

Participant

 

6,847,934

 

5,124,120

 

Participant rollovers

 

1,726,584

 

1,964,700

 

 

 

 

 

 

 

Total contributions

 

22,326,294

 

20,716,644

 

 

 

 

 

 

 

Total deductions

 

(14,897,417

)

(2,080,013

)

 

 

 

 

 

 

Deductions from net assets attributed to:

 

 

 

 

 

Distributions to participants

 

(6,564,948

)

(7,527,274

)

Income taxes

 

(108,092

)

(324,505

)

 

 

 

 

 

 

Total deductions

 

(6,673,040

)

(7,851,779

)

 

 

 

 

 

 

Net decrease in net assets available for plan benefits

 

(21,570,457

)

(9,931,792

)

 

 

 

 

 

 

Net assets available for plan benefits:

 

 

 

 

 

Beginning of year

 

252,676,479

 

262,608,271

 

 

 

 

 

 

 

End of year

 

$

231,106,022

 

$

252,676,479

 

 

See accompanying notes to financial statements.

 

 

3



 

PROFIT SHARING PLAN FOR EMPLOYEES OF

ALLIANCE CAPITAL MANAGEMENT L.P.

 

Notes to Financial Statements

 

 

December 31, 2001 and 2000

 

 

1.                          Plan Sponsor Reorganization and Bernstein Acquisition

 

Effective October 29, 1999, Alliance Capital Management Holding L.P., formerly known as Alliance Capital Management L.P. (“Alliance Holding”), reorganized by transferring its business to Alliance Capital Management L.P., a newly formed private partnership ("Alliance Capital" or the “Partnership”), in exchange for all of the units of Alliance Capital (the “Reorganization”).  Alliance Capital recorded the transferred assets and assumption of liabilities at the amounts reflected in Alliance Holding’s books and records on the date of transfer.  Since the Reorganization, Alliance Capital has conducted the diversified investment management services business formerly conducted by Alliance Holding, and Alliance Holding’s business has consisted of holding Alliance Capital Units and engaging in related activities.  Alliance Capital Management Corporation (the “Company”), an indirect wholly-owned subsidiary of AXA Financial, Inc. (“AXA Financial”), is the general partner of both Alliance Holding and Alliance Capital.  Alliance Capital is a registered investment adviser under the Investment Advisers Act of 1940.  Alliance Holding Units are publicly traded on the New York Stock Exchange while the Alliance Capital Units do not trade publicly and are subject to significant restrictions on transfer.

 

In connection with the Reorganization, all employees of Alliance Holding became employees of the Partnership effective October 29, 1999 and the Partnership assumed sponsorship of the Profit Sharing Plan for Employees of Alliance Capital Management L.P. previously sponsored by Alliance Holding.

 

On October 2, 2000, the Partnership acquired the business and assets of SCB Inc., an investment research and management company formerly known as Sanford C. Bernstein Inc. (“Bernstein”), and assumed the liabilities of Bernstein (“Bernstein Acquisition”).

 

Those employees who became employees of the Partnership as a result of the Bernstein Acquisition and were employed by Bernstein on September 29, 2000 are currently not eligible to participate in the Plan.

 

2.                          Description of Plan

 

General

 

The Profit Sharing Plan for Employees of Alliance Capital Management L.P. (the “Plan”) is a defined contribution plan covering most of the employees of the Partnership and certain of its subsidiaries. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).  The Plan is operated in accordance with the Plan Agreement by the Plan Administrator, which is appointed by the Board of Directors of the Company.

 

The following is a brief summary of the provisions of the Plan Agreement.  Participants should refer to the Plan Agreement for a complete description of the Plan’s provisions.

 

 

4



 

Eligibility

 

Employees, other than those from the Bernstein Acquisition, are eligible to participate in the Partnership’s annual matching contribution and annual contribution commencing on the January 1 or July 1 following completion of one year of employment during which they work at least 1,000 hours, provided they have attained age 21.  Partnership contributions for a Plan year will be allocated to eligible participants provided they are employed by the Partnership, its subsidiaries or an Affiliate, as defined in the Plan, as of the last accounting date of such Plan year.

 

Employees, other than those from the Bernstein Acquisition, are eligible to make employee contributions beginning on the first day of the month following the later of the employee’s first regular payroll period or attainment of age 21.

 

Contributions

 

Participants may elect to contribute to the Plan from one to five percent of their annual salary on a pre-tax basis in the form of voluntary salary reductions up to $10,500 for 2001 and 2000.  The Partnership makes an annual matching contribution to the Plan in an amount determined by the Board of Directors of the Partnership prior to the close of each Plan year.  In 2001 and 2000, the matching contribution was equal to 100% of the aggregate match-eligible voluntary salary reductions made by participants under Section 401(k) of the Internal Revenue Code.  The Partnership may make an annual discretionary contribution to the Plan in an amount determined by the Board of Directors of the Company prior to the close of each Plan year.  For 2001 and 2000 the Partnership’s contribution amounted to 8% and 10%, respectively, of each eligible participant’s eligible earnings.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contribution and an allocation of Partnership contributions and Plan earnings or losses. Allocations are based on each participant’s account balance or participant earnings, as defined. The benefit to which a participant is entitled is the amount which can be provided from the participant’s vested account.

 

Vesting and Forfeitures

 

Participants are fully vested in their contributions and earnings thereon.  Partnership contributions and related earnings become 100% vested when a participant completes three years of service from the original date of hire.  Forfeited balances of terminated participants’ nonvested accounts are used to reduce Partnership contributions.  For the years ended December 31, 2001 and 2000, Partnership contributions were reduced by $299,537 and $282,260, respectively, from forfeited nonvested accounts.

 

 

5



 

Distributions

 

Prior to 1987, participants were permitted to make voluntary, after-tax contributions to the Plan.  Such after-tax contributions may be withdrawn at the close of any calendar month.

 

Participants who terminate their employment with the Partnership may elect to receive a lump-sum payment equal to their vested account balance or installment payments.  Participants with vested account balances of  $5,000 or less as of the last day the participant is employed by the Partnership receive a lump-sum payment equal to their vested account balance.

 

Plan Investments

 

Under the terms of a trust agreement between the Partnership and the individuals designated as trustees of the Plan, the trustees manage a trust which holds the assets of the Plan.  Participants may direct the investment of their account balances in one or more registered open-end investment companies for which the Partnership serves as investment advisor (“Alliance Mutual Funds”), a pool of common stocks (“Special Equity”), Alliance Holding Units and the Alliance Hedge Fund options. The Alliance Hedge Fund options invest in off-shore mutual funds for which the Partnership serves as advisor (“Alliance Off-shore Funds”).  Investments in the Alliance Mutual Funds, the off-shore mutual funds included in the Alliance Hedge Fund options and Alliance Holding Units are held by custodian banks; common stocks are held in custody by State Street Bank and Trust Company and by Donaldson, Lufkin & Jenrette Securities Corporation, an affiliate of the Partnership until November 3, 2000.

 
Administrative Expenses

 

Expenses for administering the Plan may be paid from Plan assets, unless paid by the Partnership.  The Partnership paid all 2001 and 2000 Plan administration expenses.

 

Plan Termination

 

Although it has not expressed any intent to do so, the Partnership has the right to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA.  In the event of Plan termination, participants would become 100% vested in all employer contributions and earnings thereon.

 
Participant Loans

 

Each participant can borrow money in an amount up to 50% of the participant’s vested account balance, not to exceed $50,000.  All loans bear interest consistent with regulations established by the Department of Labor.  All loans are secured by the participants’ account through an executed promissory note and are repaid by payroll deductions over a period not to exceed five years, or longer as determined by the Plan Administrator.

 

 

6



 

3.                          Summary of Significant Accounting Policies

 

Basis of Accounting

 

The financial statements of the Plan are prepared under the accrual method of accounting.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, changes therein, and disclosures of contingent assets and liabilities at the date of the financial statements.  Actual results could differ from these estimates.

 

Investments

 

The Plan’s investments are stated at fair value.  Shares of registered investment companies (mutual funds and offshore funds) are valued at quoted market prices, which represent the net asset value of shares held by the Plan. Common stock is valued at its quoted market price. Participant loans are valued at cost, which approximates fair value. The net depreciation/appreciation in the fair value of investments consists of the net realized gains and losses from the sale of investments and the unrealized appreciation/depreciation of the market value for the investments remaining in the Plan.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

 

Contributions and Distributions

 

Partnership contributions are accrued and paid as of the last day of each Plan year.  Distributions to participants are recorded when paid.

 

Adoption of New Accounting Pronouncement

 

The Plan has adopted Financial Accounting Standards Board’s SFAS 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended by SFAS 138 and related implementation guidance (“SFAS 133”), on January 1, 2001.  The adoption of SFAS 133 did not have a material impact on the Plan’s financial statements.

 

 

7



 

Risks and Uncertainties

 

The Plan offers a number of investment options which include underlying investment securities.  Investment securities, in general, are exposed to various risks, such as interest rate, credit, and overall market volatility risk. Due to the level of risk associated with certain investment securities, it is reasonable to expect that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant account balances.

 

The Plan’s exposure to a concentration of credit risk is limited by the diversification of investments across all participant-directed fund elections. Additionally, the investments within each participant-directed fund election are further diversified into varied financial instruments, with the exception of Alliance Holding Units.

 

4.                          Investments

The following presents investments that represent 5% or more of the Plan’s net assets at the end of year:

 

 

2001

 

2000

 

Alliance Quasar Institutional Fund

 

$

11,537,409

 

$

12,221,877

 

Alliance Government Reserves

 

32,928,462

 

18,710,475

 

Alliance Technology Fund

 

26,436,758

 

36,204,824

 

Alliance Premier Growth Institutional Fund

 

34,706,330

 

44,352,212

 

Alliance Holding Units

 

17,291,618

 

17,186,153

 

 

During 2001and 2000, the Plan’s investments (including gains and losses on investments bought and sold as well as held during the year) appreciated (depreciated) in value as follows:

 

 

2001

 

2000

 

Mutual funds and offshore funds

 

$

(33,231,244

)

$

(43,522,831

)

Alliance Holding Units

 

(820,416

)

8,962,667

 

Common stocks

 

(6,827,755

)

(3,283,841

)

 

 

 

 

 

 

 

 

$

(40,879,415

)

$

(37,844,005

)

 

 

8



 

5.                          Related Party Transactions

 

The Alliance Mutual Funds and Alliance Off-shore Funds receive investment advisory services pursuant to contracts with the Partnership under which the Partnership is paid investment advisory fees by the funds.

 

6.                          Income Taxes

 

The Internal Revenue Service has determined and informed the Partnership by letter dated March 31, 1995, that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC).  Although the Plan has been amended subsequent to March 31, 1995 the Plan Administrator and the Plan’s counsel believe that the Plan is designed and is currently being operated in compliance with the applicable provisions of the IRC.

 

The Plan, as a tax-exempt entity, is generally not subject to federal and state income taxes.  However, as a result of investments in Alliance Holding Units in 2001 and 2000, a portion of the Plan’s distributive share of taxable income from these investments constitutes “unrelated business taxable income” subjecting the Plan to federal and state income tax.  Any such federal and state income tax liability incurred by the Plan is charged proportionately against the accounts of each participant investing in Alliance Holding Units and, accordingly, reduces investment performance.

 

7.                          Reconciliation of Financial Statements to Form 5500

 

The following is a reconciliation of net assets available for plan benefits per the financial statements as of December 31, 2001:

Net assets available for plan benefits per the financial statements

 

$

231,106,022

 

Payable to terminated participants

 

(627,931

)

 

 

 

 

Net assets available for plan benefits per Form 5500

 

$

230,478,091

 

 

The following is a reconciliation of distributions to participants per the financial statements for the year ended December 31, 2001 to Form 5500:

 

 

December 31,
2001

 

Distributions to participants per the financial statements

 

$

(6,564,948

)

Payable to terminated participants

 

(627,931

)

 

 

 

 

Distributions to participants per Form 5500

 

$

(7,192,879

)

 

Amounts payable to terminated participants are recorded on the Form 5500 for benefit claims that have been processed and approved for payment prior to December 31, 2001, but not yet paid as of that date.

 

 

9



 

Schedule I

 

Profit Sharing Plan for Employees of
Alliance Capital Management L.P.

 

Schedule H, Line 4(i) — Schedule of Assets (Held at End of Year)

 

December 31, 2001

 

 

 

Identity of Issuer

 

Description

 

Current
Value

 

 

 

 

 

 

 

 

 

 

*

Alliance Balanced Shares

 

Mutual funds; 236,104 shares

 

$

3,569,893

 

 

*

Alliance Capital Reserves

 

Mutual funds; 11,716 shares

 

11,716

 

 

*

Alliance Quasar Institutional Fund

 

Mutual funds; 1,506,189 shares

 

11,537,409

 

 

*

Alliance Government Reserves

 

Mutual funds; 32,928,462 shares

 

32,928,462

 

 

*

Alliance Bond Fund-U.S. Government Portfolio

 

Mutual funds; 833,753 shares

 

5,986,346

 

 

*

Alliance Technology Fund

 

Mutual funds; 386,501 shares

 

26,436,758

 

 

*

Alliance International Fund

 

Mutual funds; 513,481 shares

 

5,288,852

 

 

*

Alliance Premier Growth Institutional Fund

 

Mutual funds; 3,234,514 shares

 

34,706,330

 

 

*

Alliance North American Government Income Trust

 

Mutual funds; 301,898 shares

 

2,110,270

 

 

*

The Alliance Fund

 

Mutual funds; 948,422 shares

 

4,675,722

 

 

*

Alliance Bernstein Real Estate Investment Institutional Fund

 

Mutual funds; 179,069 shares

 

1,455,831

 

 

*

Alliance Bond Fund - Corporate Bond Portfolio

 

Mutual funds; 345,639 shares

 

4,234,086

 

 

*

Alliance High Yield Fund

 

Mutual funds; 213,205 shares

 

1,319,736

 

 

*

Alliance Growth Investors Fund

 

Mutual funds; 87,096 shares

 

924,963

 

 

*

Alliance Conservative Investors Fund

 

Mutual funds; 62,150 shares

 

635,169

 

 

*

Alliance Growth Fund

 

Mutual funds; 197,225 shares

 

6,129,741

 

 

*

Alliance New Europe Fund

 

Mutual funds; 199,417 shares

 

2,899,528

 

 

*

Alliance Global Dollar Government Fund

 

Mutual funds; 223,060 shares

 

1,380,746

 

 

*

Alliance U.S. Growth Opportunities Fund

 

Off-shore funds; 2,261 shares

 

4,361,968

 

 

*

ACM Technology Hedge Fund

 

Off-shore funds; 2,180 shares

 

3,190,189

 

 

*

Alliance Advanced Value Hedge Fund

 

Off-shore funds; 53,242 shares

 

5,173,498

 

 

*

ACM Credit Opportunities Fund

 

Off-shore funds; 767 shares

 

884,612

 

 

*

ACM Credit Arbitrage Fund

 

Off-shore funds; 284 shares

 

515,192

 

 

*

ACM Research Fund

 

Off-shore funds; 1,401 shares

 

2,850,872

 

 

*

Alliance High Grade Strategy Fund

 

Off-shore funds; 457 shares

 

495,696

 

 

*

Alliance Growth & Income Fund

 

Mutual funds; 2,597,159 shares

 

9,349,773

 

 

*

Alliance All-Asia Investment Fund

 

Mutual funds; 422,252 shares

 

2,330,835

 

 

*

Alliance Global Strategic Income Trust

 

Mutual funds; 89,008 shares

 

744,107

 

 

*

Alliance Health Care Fund

 

Mutual funds; 261,153 shares

 

2,940,603

 

 

*

Alliance Select Investor Series Premier Portfolio

 

Mutual funds; 299,434 shares

 

3,066,205

 

 

*

Alliance International Premier Growth

 

Mutual funds; 48,098 shares

 

413,647

 

 

*

Alliance Bernstein Value Fund

 

Mutual funds; 152,635 shares

 

1,595,035

 

 

*

Alliance Bernstein Small Cap Value Fund

 

Mutual funds; 102,617 shares

 

1,216,009

 

 

*

Alliance Bernstein International Value Fund

 

Mutual funds; 32,926 shares

 

329,265

 

 

*

Alliance Bernstein Global Value Fund

 

Mutual funds; 4,145 shares

 

40,538

 

 

*

Alliance Holding Units

 

Alliance Holding Units; 341,563 units

 

17,291,618

 

 

 

 

 

 

 

 

 

 

 

Total Investments in Alliance Mutual Funds, Alliance Off-shore Funds and Alliance Holding Units

 

203,021,220

 

 

 

 

 

 

 

 

 

AES Corp.

 

Common stock; 14,600 shares; cost at $476,684

 

238,710

 

 

Affiliated Computer  CL A

 

Common stock; 2,300 shares; cost at $197,321

 

244,099

 

 

Allergan, Inc.

 

Common stock; 5,850 shares; cost at $450,620

 

439,042

 

 

Altera Corp.

 

Common stock; 10,200 shares; cost at $271,313

 

216,444

 

 

AMBAC  Finl Group  Inc.

 

Common stock; 7,200 shares; cost at $428,108

 

416,592

 

 

AMDOCS Ltd.

 

Common stock; 4,300 shares; cost at $272,811

 

146,071

 

 

American Home Products

 

Common stock; 4,100 shares; cost at $208,647

 

251,576

 

 

American Int’l Group

 

Common stock; 8,400 shares; cost at $418,287

 

666,960

 

 

American Standard Companies  Inc.

 

Common stock; 7,900 shares; cost at $408,782

 

539,017

 

 

AOL Time Warner

 

Common stock; 14,400 shares; cost at $626,073

 

462,240

 

 

Applied Materials  Inc.

 

Common stock; 7,100 shares; cost at $298,953

 

284,710

 

 

Arthur J. Gallager

 

Common stock; 7,200 shares; cost at $260,158

 

248,328

 

 

Liberty Media Corp - A

 

Common stock; 37,032 shares; cost at $338,791

 

518,448

 

 

AT&T Wireless Services

 

Common stock; 22,000 shares; cost at $570,394

 

316,140

 

 

BEA  Systems  Inc.

 

Common stock; 8,850 shares; cost at $533,083

 

136,290

 

 

Baker  Hughes  Inc.

 

Common stock; 8,700 shares; cost at $318,871

 

317,289

 

 

Bank One Corp.

 

Common stock; 19,600 shares; cost at $667,540

 

765,380

 

 

 

10



 

 

Cardinal Health  Inc.

 

Common stock; 11,750 shares; cost at $752,535

 

759,755

 

 

Career Education Corporation

 

Common stock; 6,700 shares; cost at $183,949

 

229,676

 

 

Celestica  Inc.

 

Common stock; 2,700 shares; cost at $151,120

 

109,053

 

 

Centex Corp.

 

Common stock; 1,700 shares; cost at $79,485

 

97,053

 

 

Check Point Software Tech  LTD

 

Common stock; 1,400 shares; cost at $42,474

 

55,846

 

 

Cisco Systems Inc.

 

Common stock; 33,800 shares; cost at $939,992

 

612,118

 

 

Citigroup Inc.

 

Common stock; 24,226 shares; cost at $497,742

 

1,222,928

 

 

Comcast Corp.  CL  A  SPL  (K)

 

Common stock; 16,700 shares; cost at $494,198

 

601,200

 

 

Danaher Corp.

 

Common stock; 8,050 shares; cost at $459,213

 

485,495

 

 

D. R. Horton Inc.

 

Common stock; 4,900 shares; cost at $138,435

 

159,054

 

 

Enzon  Inc.

 

Common stock; 3,750 shares; cost at $221,405

 

211,050

 

 

Express Scripts  Inc.

 

Common stock; 13,300 shares; cost at $654,871

 

621,908

 

 

Fiserv  Inc.

 

Common stock; 6,700 shares; cost at $241,170

 

283,544

 

 

Flextronics International Ltd.

 

Common stock; 30,500 shares; cost at $833,847

 

731,695

 

 

Harley Davidson Inc.

 

Common stock; 16,400 shares; cost at $383,240

 

890,684

 

 

Health Management Associates

 

Common stock; 34,700 shares; cost at $582,644

 

638,480

 

 

Jacobs Engineering Group Inc.

 

Common stock; 6,300 shares; cost at $415,089

 

415,800

 

 

Juniper Networks Inc.

 

Common stock; 9,000 shares; cost at $192,291

 

170,550

 

 

King Pharmaceuticals  Inc.

 

Common stock; 6,000 shares; cost at $231,517

 

252,780

 

 

Kohls Corp.

 

Common stock; 14,550 shares; cost at $403,338

 

1,024,902

 

 

Laboratory Corp.  of  Amer  Hldgs

 

Common stock; 4,000 shares; cost at $326,617

 

323,400

 

 

Legg Mason Inc.

 

Common stock; 7,000 shares; cost at $350,099

 

349,860

 

 

MBNA Corp.

 

Common stock; 18,000 shares; cost at $488,847

 

633,600

 

 

Mercury Interactive Corp.

 

Common stock; 3,800 shares; cost at $381,882

 

129,124

 

 

Merrill Lynch & Co.

 

Common stock; 2,600 shares; cost at $111,523

 

135,512

 

 

Micron Technology  Inc.

 

Common stock; 2,800 shares; cost at $82,314

 

86,800

 

 

Nokia Corporation ADR

 

Common stock; 13,300 shares; cost at $565,620

 

326,249

 

 

NVR Inc.

 

Common stock; 450 shares; cost at $79,051

 

91,800

 

 

Peoplesoft Inc.

 

Common stock; 4,000 shares; cost at $118,359

 

160,800

 

 

Pfizer Inc.

 

Common stock; 11,450 shares; cost at $370,242

 

456,282

 

 

Sanmina Corporation

 

Common stock; 23,060 shares; cost at $350,360

 

458,894

 

 

Sicor Inc.

 

Common stock; 14,800 shares; cost at $272,527

 

232,064

 

 

Southwest Airlines Co.

 

Common stock; 19,800 shares; cost at $356,386

 

365,904

 

 

Solectron Corp.

 

Common stock; 28,700 shares; cost at $507,418

 

323,736

 

 

Stryker Corp.

 

Common stock; 10,000 shares; cost at $323,154

 

583,700

 

 

Tenet Healthcare Corp.

 

Common stock; 3,150 shares; cost at $191,946

 

184,968

 

 

Thermo Electron Corp.

 

Common stock; 13,600 shares; cost at $322,643

 

324,496

 

 

Triton PCS Holdings Inc.

 

Common stock; 4,000 shares; cost at $122,200

 

117,400

 

 

Tyco International Ltd.

 

Common stock; 27,065.61 shares; cost at $1,075,151

 

1,594,164

 

 

United Parcel Service - CL B

 

Common stock; 5,600 shares; cost at $333,318

 

305,200

 

 

Veritas Software Corp.

 

Common stock; 10,900 shares; cost at $792,399

 

488,647

 

 

Viasys Healthcare  Inc - WI

 

Common stock; 0.96 shares; cost at $18

 

19

 

 

Wellpoint Health Networks

 

Common stock; 1,350 shares; cost at $160,860

 

157,747

 

 

Weatherford  International

 

Common stock; 4,700 shares; cost at $235,010

 

175,122

 

 

XL Capital Ltd  -  Class A

 

Common stock; 2,700 shares; cost at $199,027

 

246,672

 

 

 

 

 

 

 

 

 

Total Common Stocks

 

 

 

24,033,067

 

 

 

 

 

 

 

 

*

Participant loans

 

140 loans with interest rates ranging from 3.69% to 10.00%

 

2,256,911

 

 

 

 

 

 

 

 

 

Total Investments

 

 

 

$

229,311,198

 

 

* Party-in-interest as defined by ERISA

 

See accompanying independent auditors' report.

 

 

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SIGNATURES

 

 

The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

Profit Sharing Plan for Employees of Alliance Capital Management L.P.

 

 

 

Date: June 28, 2002

By:

/s/ Robert H. Joseph, Jr.

 

 


Robert H Joseph, Jr.

 

 

Senior Vice President and

 

 

Chief Financial Officer

 

 

Alliance Capital Management

 

 

Corporation, General Partner

 

 

12