-----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, Vfa5D0ug2OGrgi3xWArlE3SNNS93GWdNkKA8hdm3xfMB1rAfevEYi3MYXMAy/sAS q87fuKl58j0OAxiTa0aPKA== 0000771726-04-000328.txt : 20040907 0000771726-04-000328.hdr.sgml : 20040906 20040907172826 ACCESSION NUMBER: 0000771726-04-000328 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040907 FILED AS OF DATE: 20040907 DATE AS OF CHANGE: 20040907 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXA CENTRAL INDEX KEY: 0000898427 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 000000000 STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14410 FILM NUMBER: 041019240 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 6-K 1 file001.txt FORM 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE MONTH OF SEPTEMBER 2004 ------------------------ AXA (Translation of registrant's name into English) ------------------------ 25, AVENUE MATIGNON 75008 PARIS, FRANCE (address of principal executive offices) ------------------------ Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F _X_ Form 40-F ____ Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2 (b) under the Securities Exchange Act of 1934. Yes ____ No _X_ If "yes" is marked, indicate below this file number assigned to the registrant in connection with Rule 12g3-2 (b): N/A Incorporation By Reference AXA's press release furnished by the Registrant under this Form 6-K, except for all non-GAAP financial measures as such term is defined in Regulation G of the Securities Exchange Act of 1934, is incorporated by reference into the Registration Statements on Form F-3 (File Nos. 333-12872 and 333-12956), the Registration Statements on Form S-8 (File Nos. 333-109227, 333-104438, 333-91900, 333-9212, 333-12088 and 333-12944) and any other Registration Statement filed by the Registrant which shall by its terms automatically incorporate AXA's furnished 6-Ks. For the avoidance of doubt, the disclosure containing non-GAAP financial measures contained in the attached press release is not incorporated hereby into any Registration Statement filed by the Registrant that allows for the incorporation by reference of each Form 6-K furnished to the SEC by the Registrant. SIGNATURE 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. AXA (REGISTRANT) By: /s/ DENIS DUVERNE --------------------------------- Name: Denis Duverne Title: Chief Financial Officer and Member of the Management Board Date: September 7, 2004 EXHIBIT INDEX EXHIBITS DESCRIPTION - -------- ------------------------------------------- 1. Press Release issued on September 7, 2004 by AXA Asia Pacific Holdings Limited regarding AXA's conditional proposal to acquire the 48.4% of AXA Asia Pacific's shares that AXA does not own. EX-99.1 2 file002.txt PRESS RELEASE [AXA ASIA PACIFIC LOGO] News release www.axa-asiapacific.com.au 6 SEPTEMBER 2004 PROGRESS STATEMENT AXA SA CONDITIONAL PROPOSAL In a letter dated 5 August, AXA SA made a conditional proposal to acquire the 48.4% of AXA Asia Pacific's shares that AXA SA does not own and requested that the Independent Directors of AXA Asia Pacific consider this proposal. In its conditional proposal, AXA SA said it would like to reach agreement on all aspects of a transaction by mid-September. The Chairman of AXA Asia Pacific, Mr. Rick Allert, today said that the Committee of Independent Directors of AXA Asia Pacific had received useful feedback from many of AXA Asia Pacific's shareholders on the potential offer, and that the Committee is in the process of reviewing AXA SA's proposal with the assistance of its advisers. In addition to having appointed Macquarie Bank as its financial adviser and Mallesons Stephen Jaques as its legal adviser, the Independent Committee has asked Grant Samuel, an independent valuation firm, to prepare themselves in case there is a recommended offer for the shareholders. In that event, AXA Asia Pacific shareholders would receive an independent expert's report on the proposal. Mr. Allert also said that while he does not expect to comment further on the content or timing of the discussions with AXA SA until they have been concluded, it is likely that detailed discussions with AXA SA will not take place until the Committee's review is completed in October. The Committee understands that AXA SA wishes to have shareholders consider and decide upon any proposal prior to 31 December 2004. AXA SA's conditional proposal provided for payment of A$3.75 for each AXA Asia Pacific share (to be paid 50% in cash and 50% in AXA SA ordinary shares) less any dividends or other distributions paid between 5 August 2004 and completion of any transaction. AXA Asia Pacific recently declared a dividend of 5.25 cents which effectively adjusts the value of AXA SA's offer to A$3.6975 per share. The AXA Asia Pacific share price closed at $3.89 on Friday 3 September 2004. FOR INFORMATION: Tim Duncan Hintons Tel: 03 9600 1979 AXA Asia Pacific Holdings Limited ABN 72 069123011 447 Collins Street Melbourne Victoria 3000 Australia Phone 61 3 9618 4440 Facsimile 61 3 9618 4509 www.axa-asiapacific.com.au -----END PRIVACY-ENHANCED MESSAGE-----