-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, E3OE7IAUy1n/IIaKQG4oMFFqkTLwzjNv6nk+4ixz2rCRkYogJsOW7E4Gr+0oYXuN T7Ywu64TlWvn3/sGbl9now== 0000912057-00-053613.txt : 20001215 0000912057-00-053613.hdr.sgml : 20001215 ACCESSION NUMBER: 0000912057-00-053613 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001214 GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA CONSEIL VIE ASSURANCE MUTUELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTUELLE GROUP MEMBERS: CLAUDE BEBEAR, AS A TRUSTEE GROUP MEMBERS: FINAXA GROUP MEMBERS: HENRI DE CLERMONT-TONNERRE, AS A TRUSTEE GROUP MEMBERS: LOR FINANCE, S.A. GROUP MEMBERS: PATRICE GARNIER, AS A TRUSTEE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-42550 FILM NUMBER: 789371 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA CENTRAL INDEX KEY: 0000898427 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 25 AVE MATIGNON CITY: PARIS FRANCE STATE: I0 BUSINESS PHONE: 2125544489 MAIL ADDRESS: STREET 1: 135 WEST 50TH ST 3RD ST STREET 2: 135 WEST 50TH ST 3RD ST CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: AXA UAP DATE OF NAME CHANGE: 19970904 SC 13D/A 1 a2032429zsc13da.txt AMENDMENT NO. 10 TO SC 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 10)* AXA FINANCIAL, INC. (formerly known as The Equitable Companies Incorporated) - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE - -------------------------------------------------------------------------------- (Title of Class of Securities) 29444G 10 7 - -------------------------------------------------------------------------------- (CUSIP Number) CHRISTIANNE BUTTE, HEAD OF CENTRAL LEGAL DEPARTMENT AXA, 21 AVENUE MATIGNON 75008 PARIS, FRANCE (011 33 1) 40 75 56 38 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) WITH A COPY TO: PETER S. WILSON, ESQ. CRAVATH, SWAINE & MOORE WORLDWIDE PLAZA 825 EIGHTH AVENUE NEW YORK, NY 10019 (212) 474-1000 DECEMBER 12, 2000 - -------------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). This Amendment No. 10 amends and supplements the Statement on Schedule 13D ("Schedule 13D") initially filed on August 3, 1992 with the Securities and Exchange Commission (the "SEC"), as amended and restated in its entirety by Amendment No. 8 to the Schedule 13D ("Amendment No. 8") filed on October 24, 2000 with the SEC by AXA, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, AXA Conseil Vie Assurance Mutuelle, Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, as Trustees under the Voting Trust Agreement, and Lor Finance, S.A. (collectively, the "Reporting Persons") as further amended by Amendment No. 9 to the Schedule 13D filed on December 8, 2000, which Schedule 13D relates to the Common Stock, par value $.01 per share (the "Common Stock"), of AXA Financial, Inc., a Delaware corporation formerly known as The Equitable Companies Incorporated (the "Company"). Capitalized terms used, and not otherwise defined, herein have the meanings assigned thereto in Amendment No. 8. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Item 3 is hereby amended and supplemented by replacing the last two sentences of the last paragraph with the following language: Details as to how the Offerors intend to fund the Exchange Offer and conversion of shares of Common Stock pursuant to the subsequent Merger and to pay related fees and expenses are set forth in the Prospectus dated November 21, 2000 of AXA (as amended or supplemented, the "Prospectus"), filed as Exhibit 19 hereto, in the Commitment Letter (the "Commitment Letter") dated October 18, 2000 among AXA and Bank of America International Limited, Chase Manhattan Plc, SG Investment Banking and UBS Warburg Ltd. (collectively, the "Arrangers") and the Summary Terms and Conditions for Credit Facility (the "Summary Terms and Conditions for Credit Facility") dated October 18, 2000 among AXA and the Arrangers, filed, respectively, as Exhibits 17 and 18, hereto, and in the press release issued by AXA on December 12, 2000 announcing the definitive terms of its dated subordinated notes offering (the "Press Release (Notes)"). Each of the Prospectus, the Commitment Letter, the Summary Terms and Conditions for Credit Facility and the Press Release (Notes) are incorporated herein by reference. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 is hereby amended and supplemented to add the following exhibits: Exhibit 21 Press Release (Notes)
2 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 14, 2000 AXA* By: /s/ GERARD DE LA MARTINIERE ----------------------------------------- Name: Gerard de La Martiniere Title: Chief Financial Officer
- ------------------------ * Pursuant to the Filing Agreements with respect to the Schedule 13D among the Reporting Persons, filed as Exhibit 8 to the Schedule 13D, this statement on Schedule 13D is being filed by AXA on behalf of each of AXA, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly known as Uni Europe Assurance Mutuelle) and AXA Conseil Vie Assurance Mutuelle (formerly known as Alpha Assurances Vie Mutuelle and into which Alpha Assurances I.A.R.D. Mutuelle was merged), Claude Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, as Trustees under the Voting Trust Agreement, and Lor Finance, S.A.
3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit 21 Press Release (Notes)
EX-21 2 a2033260zex-21.txt PRESS RELEASE Exhibit 21 [AXA LOGO] PRESS RELEASE Paris, December 12, 2000 ISSUE BY AXA OF US$ 1,940 MILLION GLOBAL MULTI-TRANCHE OF DATED SUBORDINATED NOTES AXA announces the final terms of its global multi-tranche issue of dated subordinated notes. The proceeds of the issue will be used to procure long-term financing for the AXA Group's recent transactions, in particular the acquisition of the minority interests in AXA Financial. The total amount to be issued on December 15th, 2000 represents approximately US$ 1,940 MILLION. The definitive terms of the issue are the following : ---------------------------------------------------------------------------- US$ tranche Euro tranche GBP tranche - -------------------------------------------------------------------------------------------------------------------- Amount $ 900 million Euro 650 million GBP 325 million - -------------------------------------------------------------------------------------------------------------------- December 15, 2020 redeemable after Maturity December 15, 2030 10 years December 15, 2020 - -------------------------------------------------------------------------------------------------------------------- Issue price 99.712% 99.787% 99.885% - -------------------------------------------------------------------------------------------------------------------- 8.60% 6.75% 7.125% semi - annual annual annual 3M.Euribor + 220 bp Coupon after 10 years - -------------------------------------------------------------------------------------------------------------------- Subordination and Interest Subordinated. Pari passu to dated subordinated debt. Senior to existing deferral provision undated subordinated debt. Interest deferred will be cumulative - -------------------------------------------------------------------------------------------------------------------- Rating A- by Standard & Poor's, A2 by Moody's and A by Fitch. - -------------------------------------------------------------------------------------------------------------------- Listing Luxembourg Stock Exchange - --------------------------------------------------------------------------------------------------------------------
* * * This press release is available on AXA Group web site: www.axa.com
MEDIA RELATIONS INVESTOR RELATIONS PARIS Christophe DUFRAUX: 33.1.40.75.46.74 Jad ARISS: 33.1.40.75.47.45 Emmanuelle ISNARD: 33.1.40.75.47.22 Marie-Flore BACHELIER: 33.1.40.75.49.45 Anne-Karin DURANTE: 33.1.40.75.57.91 Rebecca ANTONIOU : 33.1.40.75.49.05 NEW YORK Gregory WILCOX : 1.212.314.40.40 Caroline PORTEL : 1.212.314.61.82
IMPORTANT LEGAL INFORMATION Certain statements in this press release that are neither reported financial results nor other historical information, are forward-looking statements, including, but not limited to statements that are predictions of or indicate future events, trends, plans or objectives. Undue reliance should not be placed on such statements because, by their nature, they are subject to known and unknown risks and uncertainties and can be affected by other factors, that could cause actual results and company plans and objectives to differ materially from those expressed or implied in the forward-looking statements (or from past results). Such risks, uncertainties and factors include the intensity of competition from other financial institutions, AXA's experience with regard to mortality and morbidity trends, lapse rates and policy renewal levels relating to AXA's life and health insurance operations, the frequency, severity and development of property and casualty claims including catastrophic events which are uncertain in nature and policy renewal rates relating to AXA's property casualty business, market risks related to fluctuations in interest rates, equity market prices and foreign currency exchange rates, the use of derivatives and AXA's ability to hedge such exposures effectively and counterparty credit risk, AXA's ability to develop, distribute and administer competitive products and services in a cost-effective manner and its ability to develop information technology and management information systems to support strategic goals while continuing to control costs and expenses, AXA's visibility in the market place and the financial and claims paying ratings of its insurance subsidiaries, AXA's access to adequate financing to support its future business, the effect of changes in regulation and laws affecting AXA's businesses including changes in tax laws affecting insurance and annuity products as well as operating income and changes in accounting and reporting practices, the costs of defending litigation and the risk of unanticipated material adverse outcomes in such litigation, adverse political developments around the world, the performance of others on whom AXA relies and the effect of future acquisitions. AXA undertakes no obligation to publicly update or revise any of these forward-looking statements, whether to reflect new information or future events circumstances or otherwise. Copies of the prospectus supplement and prospectus relating to the notes may be obtained, when available, by contacting AXA Investor Relations Department in Paris (+33.1.40.75.48.42) or in New York (+1.212.314.40.40) -----END PRIVACY-ENHANCED MESSAGE-----