-----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, U8Toa4RKGqH5/sVG3mw6Xy5GOuSvSrpFPRaIfjcxkcF7K6yVtnyV4VhziVLqRIWE 2VidunHg+YdsJE8Bt4RwoA== 0000950136-99-001376.txt : 19991027 0000950136-99-001376.hdr.sgml : 19991027 ACCESSION NUMBER: 0000950136-99-001376 CONFORMED SUBMISSION TYPE: 485BPOS PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19991026 EFFECTIVENESS DATE: 19991026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES /NY/ CENTRAL INDEX KEY: 0000727920 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135570651 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 485BPOS SEC ACT: SEC FILE NUMBER: 333-77117 FILM NUMBER: 99733365 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 787 SEVENTH AVE CITY: NEW YORK STATE: NY ZIP: 10019 485BPOS 1 REGISTRATION STATEMENT ON FORM N-4 Registration No. 333-77117 - ------------------------------------------------------------------------------- ----------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------- FORM N-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ] Pre-Effective Amendment No. [ ] ---- Post-Effective Amendment No. 1 [X] ---- AND/OR REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ] Amendment No. [ ] ---- (Check appropriate box or boxes) -------------------------------- THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES (Exact Name of Registrant) -------------------------------- THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES (Name of Depositor) 1290 Avenue of the Americas, New York, New York 10104 (Address of Depositor's Principal Executive Offices) Depositor's Telephone Number, including Area Code: (212) 554-1234 ROBIN WAGNER Counsel The Equitable Life Assurance Society of the United States 1290 Avenue of the Americas, New York, New York 10104 (Names and Addresses of Agents for Service) ----------------------------------------- Please send copies of all communications to: PETER E. PANARITES Freedman, Levy, Kroll & Simonds 1050 Connecticut Avenue, N.W., Suite 825 Washington, D.C. 20036 ----------------------------------------- Approximate Date of Proposed Public Offering as soon as Practicable after the effective date of this registration statement. It is proposed that this filing will become effective (check appropriate box) [X] immediately upon filing pursuant to paragraph (b) [ ] on (date) pursuant to paragraph (b) [ ] 60 days after filing pursuant to paragraph (a)(1) [ ] on (date) pursuant to paragraph (a)(1) [ ] 75 days after filing pursuant to paragraph (a)(2) [ ] on (date) pursuant to paragraph (a)(2) of rule 485. If appropriate, check the following box: [ ] this post-effective amendment designates a new effective date for a previously filed post effective amendment. Title of Securities Being Registered: Units of interest under group annuity contracts. AMERICAN DENTAL ASSOCIATION MEMBERS RETIREMENT PROGRAM SUPPLEMENT DATED OCTOBER 25, 1999 TO PROSPECTUS DATED MAY 1, 1999 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES THIS SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1999 RELATING TO ALL INVESTMENT OPTIONS AVAILABLE UNDER THE AMERICAN DENTAL ASSOCIATION MEMBERS RETIREMENT PROGRAM, EXCEPT THE EQUITY INDEX FUND AND THE LIFECYCLE FUNDS, SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS AND RETAINED FOR FUTURE REFERENCE. All defined terms herein have the meaning applied to them in the prospectus unless we indicate otherwise. This supplement provides information on: (1) A new investment fund under the Program--the ADA Blue Chip Growth Fund; and (2) Updated information "About our year 2000 progress." (1) THE NEW INVESTMENT FUND ADA BLUE CHIP GROWTH FUND: At the request of the Trustees, we have established a new investment fund that will operate as a subaccount of Separate Account No. 206. The new investment fund, named the ADA Blue Chip Growth Fund, will invest in shares of Invesco Blue Chip Growth Fund, a growth fund that will become one of the Underlying Mutual Funds available in the Program. The ADA Blue Chip Growth Fund is expected to be available on or about October 25, 1999. Separate Account No. 206, as the Equity Income Fund, has only invested in shares of Putnam Equity Income Fund. The Equity Income Fund will become a subaccount of Separate Account No. 206 and continue to invest in shares of Putnam Equity Income Fund. Thus, Separate Account No. 206 will have two subaccounts: the Equity Income Fund and the ADA Blue Chip Growth Fund. The Trustees may request that we make additional investment funds, as new subaccounts of Separate Account No. 206, or other investment options, available in the Program in the future. THE FOLLOWING SENTENCE REPLACES THE SECOND SENTENCE OF THE SECOND PARAGRAPH ON THE COVER PAGE OF THE PROSPECTUS: Twelve investment options - nine investment funds and three guaranteed options are available under the plans. THE FOLLOWING REPLACES THE CHART OF "INVESTMENT FUNDS" ON THE COVER PAGE OF THE PROSPECTUS:
- ---------------------------------------------------------------------------------------------------- Investment Funds - ---------------------------------------------------------------------------------------------------- o GROWTH EQUITY FUND o EQUITY INDEX FUND o ADA BLUE CHIP GROWTH FUND - ---------------------------------- ---------------------------- ------------------------------------ o AGGRESSIVE EQUITY FUND o REAL ESTATE FUND o LIFECYCLE FUND - MODERATE - ---------------------------------- ---------------------------- ------------------------------------ o ADA FOREIGN FUND o EQUITY INCOME FUND o LIFECYCLE FUND - CONSERVATIVE - ---------------------------------- ---------------------------- ------------------------------------
THE FOLLOWING SENTENCE REPLACES THE FIRST SENTENCE OF THE FIFTH PARAGRAPH ON THE COVER PAGE OF THE PROSPECTUS: The Aggressive Equity Fund, ADA Foreign Fund, Equity Index Fund, Equity Income Fund and ADA Blue Chip Growth Fund respectively invest in shares of the following mutual funds: MFS Emerging Growth Fund, Templeton Foreign Fund--Class A, State Street Global Advisors (SSgA) S&P 500 Index Fund, Putnam Equity Income Fund and Invesco Blue Chip Growth Fund ("Underlying Mutual Funds"). IN "THE PROGRAM AT A GLANCE - KEY FEATURES" SECTION ON PAGE 4 OF THE PROSPECTUS, ADD THE FOLLOWING BULLET UNDER "PROFESSIONAL INVESTMENT MANAGEMENT": o Invesco Funds Group, Inc. THE FOLLOWING SENTENCE REPLACES THE THIRD SENTENCE OF THE THIRD PARAGRAPH ON PAGE 6 OF THE PROSPECTUS: No investment management fees are paid to us by the Aggressive Equity Fund, ADA Foreign Fund, Equity Index Fund, Equity Income Fund, ADA Blue Chip Growth Fund or Lifecycle Funds. THE FOLLOWING SENTENCE REPLACES THE HEADING AND THE FIRST SENTENCE OF THE LAST PARAGRAPH ON PAGE 6 OF THE PROSPECTUS: AGGRESSIVE EQUITY, ADA FOREIGN, EQUITY INDEX, EQUITY INCOME AND ADA BLUE CHIP GROWTH FUNDS The Aggressive Equity, ADA Foreign, Equity Index, Equity Income and ADA Blue Chip Growth Funds each invest in shares of an Underlying Mutual Fund. THE FOLLOWING INFORMATION IS ADDED TO THE FEE TABLE ON PAGE 7 OF THE PROSPECTUS:
PROGRAM INVESTMENT EXPENSE ADMINISTRATION MANAGEMENT OTHER CHARGE FEE FEE EXPENSES 12B-1 FEE TOTAL ADA Blue Chip Growth Fund 0.64% 0.15%(11) None 0.10% None 0.89%(11) Invesco Blue Chip Growth Fund (10) None None 0.56% 0.23% 0.25% 1.04% ----------------------------------------------------------------------------------------- TOTAL 0.64% 0.15%(11) 0.56% 0.33% 0.25% 1.93%(11) - ---------------------------------------------------------------------------------------------------------------
(10) Source: Invesco Blue Chip Growth Fund prospectus dated January 1, 1999. (11) The Invesco Blue Chip Growth Fund--Class A Rule 12b-1 plan is described in the Invesco Blue Chip Growth Fund's prospectus. Invesco Blue Chip Growth Fund pays Equitable Life an amount equal to the 0.25% Rule 12b-1 fee for services Equitable Life performs for Invesco Blue Chip Growth Fund. Equitable Life has waived the 0.15% administration fee applicable to the ADA Blue Chip Growth Fund and will use the payment from Invesco Blue Chip Growth Fund to defray administrative expenses associated with the Program's operations and to fund Program enhancements. The agreement and waiver are expected to be in effect for an indefinite period, but these arrangements are subject to termination by either party upon notice. THE FOLLOWING SENTENCE REPLACES THE LAST SENTENCE OF THE FIRST PARAGRAPH UNDER THE HEADING "FINANCIAL STATEMENTS OF INVESTMENT FUNDS" ON PAGE 10 OF THE PROSPECTUS: Financial statements for the Equity Income Fund (Separate Account No. 206) and the ADA Blue Chip Growth Fund (Separate Account No. 206) are not included as these Funds have not previously been available under the Program. THE FOLLOWING REPLACES THE FIRST THREE SENTENCES OF THE FIRST PARAGRAPH ON PAGE 11 OF THE PROSPECTUS: You may choose from TWELVE INVESTMENT OPTIONS under the Program. These are the Real Estate Fund and the other eight investment funds we call the "Equity Funds." You can also choose from three guaranteed options: a 3-year Guaranteed Rate Account and a 5-Year Guaranteed Rate Account ("GRAs"), and our Money Market Guarantee Account. THE FOLLOWING REPLACES THE HEADING "THE AGGRESSIVE EQUITY, ADA FOREIGN, EQUITY INDEX AND EQUITY INCOME FUNDS" AND THE FIRST SENTENCE UNDER SUCH HEADING ON PAGE 13 OF THE PROSPECTUS: THE AGGRESSIVE EQUITY, ADA FOREIGN, EQUITY INDEX, EQUITY INCOME AND ADA BLUE CHIP GROWTH FUNDS The Aggressive Equity, ADA Foreign, Equity Index, Equity Income and ADA Blue Chip Growth Funds each invest in shares of an Underlying Mutual Fund. 2 THE FOLLOWING INFORMATION IS ADDED TO THE TABLE ON PAGE 13 OF THE PROSPECTUS: UNDERLYING MUTUAL FUND - -------------------------------------------------------------------------------- INVESTMENT FUND NAME OBJECTIVE ADVISER - -------------------------------------------------------------------------------- ADA Blue Chip Invesco Blue Chip Long term Capital Invesco Funds Growth Fund Growth Fund growth Group, Inc. THE FOLLOWING DISCLOSURE REPLACES THE PARAGRAPH FOLLOWING THE TABLE ON PAGE 13 OF THE PROSPECTUS: Each of the Underlying Mutual Funds has been selected by the ADA Trustees. We have no investment management responsibilities for the Aggressive Equity, ADA Foreign, Equity Index, Equity Income or ADA Blue Chip Growth Funds. As to those Funds, we act in accordance with the investment policies established by the ADA Trustees. THE FOLLOWING REPLACES THE FIRST SENTENCE OF THE FIRST PARAGRAPH ON PAGE 15 OF THE PROSPECTUS: The ADA Trustees may change the investment objectives of the Aggressive Equity, ADA Foreign, Equity Index, Equity Income, ADA Blue Chip Growth and the Lifecycle Funds. THE FOLLOWING REPLACES THE FIRST SENTENCE OF THE SECOND PARAGRAPH ON PAGE 15 OF THE PROSPECTUS: If the MFS Emerging Growth Fund, Templeton Foreign Fund, Putnam Equity Income Fund, Invesco Blue Chip Growth Fund or the SSgA S&P 500 Index Fund holds a meeting of shareholders, we will vote shares held in the corresponding Equity Fund in accordance with instructions received from employers, participants or trustees, as the case may be. THE FOLLOWING REPLACES THE LAST SENTENCE OF THE SECOND PARAGRAPH ON PAGE 28 OF THE PROSPECTUS: However, there may be a delay for withdrawals from the Aggressive Equity Fund, ADA Foreign Fund, Equity Index Fund, Equity Income Fund, ADA Blue Chip Growth Fund or the Lifecyle Funds if there is any delay in redemptions from the related Underlying Mutual Fund, or with respect to the Lifecycle Funds, from the Lifecycle Fund Group Trusts in which they invest. THE FOLLOWING IS ADDED TO THE FEE TABLE ON PAGE 34 OF THE PROSPECTUS:
TYPE OF FEE - ------------------------------------------------------------------------------------------------ VALUE OF PROGRAM INVESTMENT FUND FUND ASSETS MANAGEMENT ADMINISTRATION TOTAL - ------------------------------------------------------------------------------------------------ ADA Blue Chip Growth Fund All amounts -- .15(4) .15(4)
(4) We currently waive the .15% administration fee that applies to the ADA Blue Chip Growth Fund. Invesco Funds Group however, pays us an annual amount of up to 0.25% of the average daily net assets of the ADA Program invested in the Invesco Blue Chip Equity Fund. We use this payment to defray administrative expenses associated with the Program's operations and to fund Program enhancements. The waiver and payment agreement are expected to be in effect for an indefinite period, but both are subject to termination by either party upon notice. THE FOLLOWING REPLACES THE LAST PARAGRAPH ON PAGE 34 OF THE PROSPECTUS: The Aggressive Equity, ADA Foreign, Equity Index, Equity Income and ADA Blue Chip Growth Funds purchase and redeem shares in the MFS Emerging Growth Fund, Templeton Foreign Fund--Class A, SSgA S&P 500 Index Fund, Putnam Equity Income Fund and Invesco Blue Chip Growth Fund at net asset value. The net asset value reflects charges for management, audit, legal, shareholder services, transfer agent and custodian fees. For a description of 3 charges and expenses assessed by the MFS Emerging Growth Fund, Templeton Foreign Fund--Class A, the SSgA S&P 500 Index Fund, Putnam Equity Income Fund and Invesco Blue Chip Growth Fund which are indirectly borne by the Funds, please refer to the prospectuses for each of these Underlying Mutual Funds. THE FOLLOWING REPLACES THE THIRD SENTENCE OF THE SECOND PARAGRAPH UNDER THE HEADING "ABOUT THE SEPARATE ACCOUNTS" ON PAGE 38 OF THE PROSPECTUS: We established Separate Account No. 206 in June 1999 as the Equity Income Fund. The Fund commenced operations in July 1999. The format of Separate Account No. 206 has been changed to provide for subaccounts. The ADA Blue Chip Growth Fund is expected to commence operations on or about October 25, 1999 as a subaccount of Separate Account No. 206. The Equity Income Fund will continue operations as a subaccount of Separate Account No. 206. Other subaccounts may be added in the future. THE FOLLOWING REPLACES THE FIRST SENTENCE OF THE LAST PARAGRAPH ON PAGE 38 OF THE PROSPECTUS: The Aggressive Equity, ADA Foreign, Equity Index, Equity Income, ADA Blue Chip Growth and Lifecycle Funds are used exclusively in the ADA Program. (2) ABOUT OUR YEAR 2000 PROGRESS THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "ABOUT OUR YEAR 2000 PROGRESS" ON PAGE 39 OF THE PROSPECTUS: In 1995, Equitable Life began addressing the question of whether its computer systems would recognize the year 2000 before, on, or after January 1, 2000, and Equitable Life has identified those of its systems critical to business operations that were not year 2000 compliant. Equitable Life has completed the work of modifying or replacing non-compliant systems and has confirmed, through testing, that its systems are year 2000 compliant. Equitable Life has contacted third-party vendors and service providers to seek confirmation that they are acting to address the year 2000 issue with the goal of avoiding any material adverse effect on services provided to contract owners and on operations of the investment options. All third-party vendors and service providers considered critical to Equitable Life's business, and substantially all vendors and service providers considered non-critical, have provided us confirmation of their year 2000 compliance or a satisfactory plan for compliance. If confirmation is not received from any of the remaining non-critical vendors or service providers, the vendor or service provider will be replaced, eliminated or the subject of contingency plans. Additionally, Equitable Life has supplemented its existing business continuity and disaster recovery plans to cover certain categories of contingencies that could arise as a result of year 2000 related failures. There are many risks associated with year 2000 issues, including the risk that Equitable Life's computer systems will not operate as intended. Additionally, there can be no assurance that the system of third parties will be year 2000 compliant. Any significant unresolved difficulty related to the year 2000 compliance initiatives could result in an interruption in, or a failure of, normal business operations and, accordingly, could have a material adverse effect on our ability to administer your contract and operate the investment options. To the fullest extent permitted by law, the foregoing year 2000 discussion is a "Year 2000 Readiness Disclosure" within the meaning of The Year 2000 Information and Readiness Disclosure Act (P.L. 105-271)(1998). 4 Supplement dated May 1, 1999 to Prospectus dated May 1, 1999 ------------------------------------------------------------------------ MEMBERS RETIREMENT PROGRAMS funded under contracts with THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES 1290 Avenue of the Americas, New York, New York 10104 Toll-Free Telephone 800-223-5790 ---------------------------------- VARIABLE ANNUITY BENEFITS ---------------------------------- This Prospectus Supplement should be read and retained for future reference by Participants in the Members Retirement Programs who are considering variable annuity payment benefits after retirement. This Prospectus Supplement is not authorized for distribution unless accompanied or preceded by the Prospectus dated May 1, 1999 for the appropriate Members Retirement Program. - ------------------------------------------------------------------------------ THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS: ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. - ------------------------------------------------------------------------------ RETIREMENT BENEFITS When you become eligible to receive benefits under a Members Retirement Program, you may select one or more of the following forms of distribution, which are available in variable or fixed form. The law requires that if the value of your Account Balance is more than $5,000, you must receive a Qualified Joint and Survivor Annuity unless your Spouse consents to a different election. Life Annuity - annuity providing monthly payments for your life. No payments will be made after your death, even if you have received only one payment. Life Annuity Period Certain - an annuity providing monthly payments for your life or, if longer, a specified period of time. If you die before the end of that specified period, payments will continue to your beneficiary until the end of the period. Subject to legal limitations, you may specify a minimum payment period of 5, 10, 15 or 20 years; the longer the specified period, the smaller the monthly payments will be. Joint and Survivor Annuity - Period Certain - an annuity providing monthly payments for your life and that of your beneficiary or, if longer, a specified period of time. If you and your beneficiary both die before the end of the specified period, payments will continue to your contingent beneficiary until the end of the period. Subject to legal limitations, you may specify a minimum payment period of 5, 10, 15 or 20 years; the longer the specified period, the smaller the monthly payments will be. How Annuity Payments are Made When your distribution of benefits under an annuity begins, your Units in the Funds are redeemed. Part or all of the proceeds, plus part or all of your Account Balance in the General Account Options, may be used to purchase an annuity. The minimum amount that can be used to purchase any type of annuity is $5,000. Usually, a $350 charge will be deducted from the amount used to purchase the annuity to reimburse us for administrative expenses associated with processing the application and with issuing each month's annuity payment. Applicable premium taxes will also be deducted. Annuity payments may be fixed or variable. FIXED ANNUITY PAYMENTS. Fixed annuity payments are determined from our annuity rate tables in effect at the time the first annuity payment is made. The minimum amount of the fixed payments is determined from tables in our contract with the Trustees, which show the amount of proceeds necessary to purchase each $1 of monthly annuity payments (after deduction of any applicable taxes and the annuity administrative charge). These tables are designed to determine the amounts required to pay for the annuity selected, taking into account our administrative and investment expenses and mortality and expense risks. The size of your payment will depend upon the form of annuity chosen, your age and the 2 age of your beneficiary if you select a joint and survivor annuity. If our current group annuity rates for payment of proceeds would produce a larger payment, those rates will apply instead of the minimums in the contract tables. If we give any group pension client with a qualified plan a better annuity rate than those currently available for the Program, we will also make those rates available to Program participants. The annuity administrative charge may be greater than $350 in that case. Under our contract with the Trustees, we may change the tables but not more frequently than once every five years. Fixed annuity payments will not fluctuate during the payment period. VARIABLE ANNUITY PAYMENTS. Variable annuity payments are funded through our Separate Account No. 4 (Pooled) (the "Fund"), through the purchase of Annuity Units. The number of Annuity Units purchased is equal to the amount of the first annuity payment divided by the Annuity Unit Value for the due date of the first annuity payment. The amount of the first annuity payment is determined in the same manner for a variable annuity as it is for a fixed annuity. The number of Annuity Units stays the same throughout the payment period for the variable annuity but the Annuity Unit Value changes to reflect the investment income and the realized and unrealized capital gains and losses of the Fund, after adjustment for an assumed base rate of return of 5-3/4%, described below. The amounts of variable annuity payments are determined as follows: Payments normally start as of the first day of the second calendar month following our receipt of the proper forms. The first two monthly payments are the same. Payments after the first two will vary according to the investment performance of the Fund. Each monthly payment will be calculated by multiplying the number of Annuity Units credited to you by the Annuity Unit Value for the first business day of the calendar month before the due date of the payment. The Annuity Unit Value was set at $1.1553 as of July 1, 1969, the first day that Separate Account No. 4 (Pooled) was operational. For any month after that date, it is the Annuity Unit Value for the preceding month multiplied by the change factor for the current month. The change factor gives effect to the assumed annual base rate of return of 4-3/4% and to the actual investment experience of the Fund. Because of the adjustment for the assumed base rate of return, the Annuity Unit Value rises and falls depending on whether the actual rate of investment return is higher or lower than 5-3/4%. Illustration of Changes in Annuity Payments. To show how we determine variable annuity payments from month to month, assume that the amount you applied to purchase an annuity is enough to fund an annuity with a monthly payment of $363 and that the Annuity Unit Value for the due date of the first annuity payment is $1.05. The number of annuity units credited under your certificate would be 345.71 (363 divided by 1.05 = 345.71). If the 3 third monthly payment is due on March 1, and the Annuity Unit Value for February was $1.10, the annuity payment for March would be the number of units (345.71) times the Annuity Unit Value ($1.10), or $380.28. If the Annuity Unit Value was $1.00 on March 1, the annuity payment for April would be 345.71 times $1.00 or $345.71. Summary of Annuity Unit Values for the Fund This table shows the Annuity Unit Values with an assumed based rate of return of 5-3/4%. First Business Day of Annuity Unit Value --------------------- ------------------ October 1987 $4.3934 October 1988 $3.5444 October 1989 $4.8357 October 1990 $3.8569 October 1991 $5.4677 October 1992 $5.1818 October 1993 $6.3886 October 1994 $6.1563 October 1995 $7.4970 October 1996 $8.0828 October 1997 $11.0300 October 1998 $7.5963 THE FUND The Fund (Separate Account No. 4 (Pooled)) was established pursuant to the Insurance law of the State of New York in 1969. It is an investment account used to fund benefits under group annuity contracts and other agreements for tax-deferred retirement programs administered by us. For a full description of the Fund, its investment policies, the risks of an investment in the Fund and information relating to the valuation of Fund assets, see the description of the Fund in our May 1, 1999 prospectus and the Statement of Additional Information. INVESTMENT MANAGER The Manager We, Equitable Life, act as Investment Manager to the Fund. As such, we have complete discretion over Fund assets and we invest and reinvest these assets in accordance with the investment policies described in our May 1, 1999 prospectus and Statement of Additional Information. 4 We are a New York stock life insurance company with our Home Office at 1290 Avenue of the Americas, New York, New York 10104. Founded in 1859, we are one of the largest insurance companies in the United States. Equitable Life, our sole stockholder Equitable Companies, Inc., and their subsidiaries managed assets of approximately $347.5 billion as of December 31, 1998, including third party assets of $262.5 billion. Investment Management In providing investment management to the Fund, we currently use the personnel and facilities of our majority owned subsidiary, Alliance Capital Management L.P. ("Alliance"), for portfolio selection and transaction services. For a description of Alliance, see our May 1, 1999 Members Retirement Program prospectus. Fund Transactions The Fund is charged for securities brokers commissions, transfer taxes and other fees relating to securities transactions. Transactions in equity securities for the Fund are executed primarily through brokers which are selected by Alliance/Equitable Life and receive commissions paid by the Fund. For 1998, 1997 and 1996, the Fund paid $4,288,187, $3,698,148 and $5,682,578, respectively, in brokerage commissions. For a full description of our policies relating to the selection of brokers, see the description of the fund in our May 1, 1999 Statement of Additional Information. 5 FINANCIAL STATEMENTS The financial statements of the Fund reflect applicable fees, charges and other expenses under the Members Retirement Programs as in effect during the periods covered, as well as the charges against the account made in accordance with the terms of all other contracts participating in the account. Separate Account No. 4 (Pooled): Page Report of Independent Accountants - PricewaterhouseCoopers LLP 7 Statement of Assets and Liabilities, December 31, 1998 8 Statement of Operations and Changes in Net Assets for the Years Ended December 31, 1998 and 1997 9 Portfolio of Investments December 31, 1998 10 Notes to Financial Statements 15 6 - -------------------------------------------------------------------------------- REPORT OF INDEPENDENT ACCOUNTANTS To the Board of Directors of The Equitable Life Assurance Society of the United States and the Contractowners of Separate Account No. 4 of The Equitable Life Assurance Society of the United States In our opinion, the accompanying statement of assets and liabilities, including the portfolio of investments, and the related statements of operations and changes in net assets present fairly, in all material respects, the financial position of Separate Account No. 4 (Pooled) (The Growth Equity Fund) of The Equitable Life Assurance Society of the United States ("Equitable Life") at December 31, 1998, its results of operations and changes in net assets for each of the two years in the period then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of Equitable Life's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with generally accepted auditing standards which 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, assessing the accounting principles used and significant estimates made by management and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at December 31, 1998 by correspondence with the custodian and brokers, provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP New York, New York February 8, 1999 7 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO.4 (POOLED) (THE ALLIANCE GROWTH EQUITY FUND) OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Statement of Assets and Liabilities December 31, 1998 - ------------------------------------------------------------------------------- ASSETS: Investments (Notes 2 and 3): Common stocks -- at market value (cost: $1,914,414,699) ................................. $2,098,464,735 Preferred stocks -- at market value (cost: $841,125) .................................... 934,875 Participation in Separate Account No.2A -- at amortized cost, which approximates market value, equivalent to 8,358 units at $285.54 ....................................................................... 2,386,642 Receivables: Securities sold ......................................................................... 22,404,246 Dividends ............................................................................... 1,027,478 - ------------------------------------------------------------------------------------------------------------- Total assets ........................................................................... 2,125,217,976 - ------------------------------------------------------------------------------------------------------------- LIABILITIES: Payables: Securities purchased .................................................................... 3,784,147 Due to Equitable Life's General Account ................................................. 7,913,160 Custodian fee payable ................................................................... 27,461 Investment management fees payable ...................................................... 5,210 Accrued expenses ......................................................................... 440,812 Amount retained by Equitable Life in Separate Account No. 4 (Note 1) ..................... 1,271,958 - ------------------------------------------------------------------------------------------------------------- Total liabilities ...................................................................... 13,442,748 - ------------------------------------------------------------------------------------------------------------- NET ASSETS (NOTE 1): Net assets attributable to participants' accumulations ................................... 2,072,991,897 Reserves and other liabilities attributable to annuity benefits .......................... 38,783,331 - ------------------------------------------------------------------------------------------------------------- NET ASSETS ............................................................................... $2,111,775,228 =============================================================================================================
See Notes to Financial Statements. 8 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO. 4 (POOLED) OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Statements of Operations and Changes in Net Assets
- -------------------------------------------------------------------------------------------------------------------------------- YEAR ENDED DECEMBER 31, 1998 1997 - -------------------------------------------------------------------------------------------------------------------------------- FROM OPERATIONS: INVESTMENT INCOME (NOTE 2): Dividends (net of foreign taxes withheld -- 1998: $199,170 and 1997: $2,138) ............. $ 12,224,979 $ 13,385,197 Interest ................................................................................. 477,732 845,517 - -------------------------------------------------------------------------------------------------------------------------------- Total .................................................................................... 12,702,711 14,230,714 EXPENSES (NOTE 4) ........................................................................ (18,036,108) (19,783,932) - -------------------------------------------------------------------------------------------------------------------------------- NET INVESTMENT LOSS ...................................................................... (5,333,397) (5,553,218) - -------------------------------------------------------------------------------------------------------------------------------- REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2): Realized gain from security and foreign currency transactions ............................ 424,897,105 372,430,956 - -------------------------------------------------------------------------------------------------------------------------------- Unrealized appreciation (depreciation) of investments and foreign currency transactions: Beginning of year ....................................................................... 690,125,231 448,580,808 End of year ............................................................................. 184,143,786 690,125,231 - -------------------------------------------------------------------------------------------------------------------------------- Change in unrealized appreciation/depreciation ........................................... (505,981,445) 241,544,423 - -------------------------------------------------------------------------------------------------------------------------------- NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ................................... (81,084,340) 613,975,379 - -------------------------------------------------------------------------------------------------------------------------------- Increase (decrease) in net assets attributable to operations ............................. (86,417,737) 608,422,161 - -------------------------------------------------------------------------------------------------------------------------------- FROM CONTRIBUTIONS AND WITHDRAWALS: Contributions ............................................................................ 451,738,195 546,890,479 Withdrawals .............................................................................. (897,373,357) (969,496,108) - -------------------------------------------------------------------------------------------------------------------------------- Decrease in net assets attributable to contributions and withdrawals ..................... (445,635,162) (422,605,629) - -------------------------------------------------------------------------------------------------------------------------------- (Increase) in accumulated amount retained by Equitable Life in Separate Account No. 4 (Note 1) ................................................................................ (153,300) (360,863) - -------------------------------------------------------------------------------------------------------------------------------- INCREASE (DECREASE) IN NET ASSETS ........................................................ (532,206,199) 185,455,669 NET ASSETS -- BEGINNING OF YEAR .......................................................... 2,643,981,427 2,458,525,758 - -------------------------------------------------------------------------------------------------------------------------------- NET ASSETS -- END OF YEAR ................................................................ $2,111,775,228 $2,643,981,427 ==============================================================================================================================
See Notes to Financial Statements. 9 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO. 4 (POOLED) OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES PORTFOLIO OF INVESTMENTS DECEMBER 31, 1998
- ------------------------------------------------------------------------------------- NUMBER OF MARKET SHARES VALUE - ------------------------------------------------------------------------------------- COMMON STOCKS: BASIC MATERIALS CHEMICALS -- SPECIALTY (0.1%) Crompton & Knowles Corp. ............................ 97,800 $ 2,023,238 ------------ TOTAL BASIC MATERIALS (0.1%) ........................ 2,023,238 ------------ BUSINESS SERVICES ENVIRONMENTAL CONTROL (3.2%) United States Filter Corp. * ........................ 3,000,000 68,625,000 ------------ PRINTING, PUBLISHING & BROADCASTING (1.6%) CBS Corp. ........................................... 1,000,000 32,750,000 ------------ PROFESSIONAL SERVICES (0.1%) Nielsen Media Research, Inc. ........................ 163,100 2,935,800 ------------ TRUCKING, SHIPPING (0.2%) Knightsbridge Tankers Ltd. .......................... 150,000 3,121,875 Marine Transport Corp. * ............................ 50,000 112,500 OMI Corp. * ......................................... 500,000 1,625,000 ------------ 4,859,375 ------------ TOTAL BUSINESS SERVICES (5.1%) ...................... 109,170,175 ------------ CAPITAL GOODS AEROSPACE (0.2%) Loral Space & Communications Ltd. * ................. 250,000 4,453,125 ------------ TOTAL CAPITAL GOODS (0.2%) .......................... 4,453,125 ------------ CONSUMER CYCLICALS AIRLINES (8.6%) Alaska Air Group, Inc. * ............................ 200,000 8,850,000 America West Holdings Corp. (Class B) * ............. 350,000 5,950,000 Continental Airlines, Inc. (Class B) * .............. 3,399,997 113,899,900 Northwest Airlines Corp. (Class A) * ................ 2,100,000 53,681,250 ------------ 182,381,150 ------------ APPAREL, TEXTILE (2.2%) Nautica Enterprises, Inc. * ......................... 114,200 1,713,000 Tommy Hilfiger Corp. * .............................. 650,000 39,000,000 Unifi, Inc. ......................................... 200,000 3,912,500 Wolverine World Wide, Inc. .......................... 154,600 2,048,450 ------------ 46,673,950 ------------ AUTO RELATED (7.7%) Budget Group, Inc. * ................................ 250,000 3,968,750 Circuit City Stores, Inc. -- CarMax Group * ......... 490,200 2,665,462 Dana Corp. .......................................... 300,000 12,262,500
10 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO. 4 (POOLED) OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Portfolio of Investments -- (Continued) December 31, 1998
- ------------------------------------------------------------------------------------- NUMBER OF MARKET SHARES VALUE - ------------------------------------------------------------------------------------- Dollar Thrifty Automotive Group, Inc. * ......... 841,700 $ 10,836,887 Republic Industries, Inc. * ..................... 9,000,000 132,750,000 ------------ 162,483,599 ------------ FOOD SERVICES, LODGING (0.9%) Extended Stay America, Inc. * ................... 1,660,000 17,430,000 Suburban Lodges of America, Inc. * .............. 35,000 286,563 ------------ 17,716,563 ------------ HOUSEHOLD FURNITURE, APPLIANCES (1.6%) Industrie Natuzzi Spa (ADR) ..................... 1,011,000 25,148,625 Newell Co. ...................................... 200,000 8,250,000 ------------ 33,398,625 ------------ LEISURE RELATED (9.0%) Carnival Corp. .................................. 2,000,000 96,000,000 Cendant Corporation * ........................... 506,000 9,645,625 Mirage Resorts, Inc. * .......................... 707,600 10,569,771 Royal Caribbean Cruises Ltd. .................... 2,000,000 74,000,000 ------------ 190,215,396 ------------ RETAIL -- GENERAL (1.0%) Circuit City Stores-Circuit City Group .......... 76,500 3,820,219 Dickson Concepts International, Inc. ............ 357,000 276,473 Genesis Direct, Inc. * .......................... 215,000 1,679,688 Limited, Inc. ................................... 100,000 2,912,500 Tandy Corp. ..................................... 50,000 2,059,375 Tiffany & Co. ................................... 200,000 10,375,000 ------------ 21,123,255 ------------ TOTAL CONSUMER CYCLICALS (31.0%) ................ 653,992,538 ------------ CONSUMER NONCYCLICALS DRUGS (2.5%) Geltex Pharmaceuticals, Inc. * .................. 700,000 15,837,500 MedImmune, Inc. * ............................... 361,600 35,956,600 ------------ 51,794,100 ------------ FOODS (0.3%) Tysons Foods, Inc. .............................. 350,000 7,437,500 ------------ HOSPITAL SUPPLIES & SERVICES (1.3%) HEALTHSOUTH Corp. * ............................. 1,800,000 27,787,500 ------------ TOTAL CONSUMER NONCYCLICALS (4.1%) .............. 87,019,100 ------------
11 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO. 4 (POOLED) OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Portfolio of Investments -- (Continued) December 31, 1998
- ------------------------------------------------------------------------------------- NUMBER OF MARKET SHARES VALUE - ------------------------------------------------------------------------------------- CREDIT-SENSITIVE BANKS (0.8%) Citigroup, Inc. ......................................... 300,000 $ 14,850,000 Washington Mutual, Inc. ................................. 84,000 3,207,750 ------------ 18,057,750 ------------ FINANCIAL SERVICES (13.8%) Edwards (A.G.), Inc. .................................... 760,000 28,310,000 Legg Mason, Inc. ........................................ 2,500,000 78,906,250 MBNA Corp. .............................................. 6,900,000 172,068,750 Newcourt Credit Group, Inc. ............................. 100,000 3,493,750 PMI Group, Inc. ......................................... 200,000 9,875,000 ------------ 292,653,750 ------------ INSURANCE (8.9%) Ace Ltd. ................................................ 100,000 3,443,750 CNA Financial Corp. * ................................... 3,530,100 142,086,525 IPC Holdings Ltd. ....................................... 207,400 4,809,088 NAC Re Corp. ............................................ 600,000 28,162,500 Travelers Property Casualty (Class A) ................... 300,000 9,300,000 ------------ 187,801,863 ------------ REAL ESTATE (0.1%) Excel Legacy Corp. * .................................... 140,000 560,000 Prime Retail, Inc. ...................................... 60,000 588,750 ------------ 1,148,750 ------------ UTILITY -- ELECTRIC (0.1%) AES Corp. * ............................................. 30,000 1,421,250 ------------ UTILITY -- TELEPHONE (7.0%) Embratel Participacoes (ADR) * .......................... 220,000 3,066,250 Tele Celular Sul Participacoes (ADR) * .................. 22,000 383,625 Tele Centro Oeste Celular Participacoes (ADR) * ......... 73,333 215,416 Tele Centro Sul Participacoes (ADR) * ................... 44,000 1,839,750 Tele Leste Celular Participacoes (ADR) * ................ 4,400 124,850 Telemig Celular Participacoes (ADR) * ................... 11,000 233,750 Tele Nordeste Celular Participacoes (ADR) * ............. 11,000 203,500 Tele Norte Celular Participacoes (ADR) * ................ 4,400 99,275 Tele Norte Leste Participacoes (ADR) * .................. 220,000 2,736,250 Telephone & Data Systems, Inc. .......................... 2,930,000 131,666,875 Telesp Celular Participacoes (ADR) * .................... 88,000 1,540,000 Telesp Participacoes S.A. (ADR) * ....................... 220,000 4,867,500 Tele Sudeste Celular Participacoes (ADR) * .............. 44,000 910,250 ------------ 147,887,291 ------------ TOTAL CREDIT-SENSITIVE (30.7%) .......................... $648,970,654 ------------
12 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO. 4 (POOLED) OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Portfolio of Investments -- (Continued) December 31, 1998
- ----------------------------------------------------------------------------------------- NUMBER OF MARKET SHARES VALUE - ----------------------------------------------------------------------------------------- ENERGY OIL -- DOMESTIC (0.4%) Kerr McGee Corp. .......................................... 220,000 $ 8,415,000 ------------ OIL -- INTERNATIONAL (0.1%) IRI International Corporation * ........................... 305,000 1,220,000 ------------ OIL -- SUPPLIES & CONSTRUCTION (4.9%) BJ Services Co. * ......................................... 440,000 6,875,000 Halliburton Co. ........................................... 1,000,000 29,625,000 Lukoil Holdings -- Spons (ADR) ............................ 15,000 232,520 Lukoil Holdings -- Spons (ADR) (Preferred Shares) ......... 40,000 134,684 Noble Drilling Corp. * .................................... 2,200,000 28,462,500 Oceaneering International, Inc. * ......................... 300,000 4,500,000 Parker Drilling Corp. * ................................... 3,756,100 11,972,569 Rowan Cos., Inc. * ........................................ 1,684,800 16,848,000 Stolt Comex Seaway S.A. * ................................. 14,000 94,500 Stolt Comex Seaway S.A. (ADR) (Class A) * ................. 880,000 4,950,000 ------------ 103,694,773 ------------ TOTAL ENERGY (5.4%) ....................................... 113,329,773 ------------ TECHNOLOGY ELECTRONICS (8.8%) Altera Corp. * ............................................ 460,000 28,002,500 Cisco Systems, Inc. * ..................................... 400,000 37,125,000 DBT Online, Inc. * ........................................ 160,000 3,990,000 Micron Technology, Inc. * ................................. 300,000 15,168,750 Motorola, Inc. ............................................ 50,000 3,053,125 Network Associates, Inc. * ................................ 550,000 36,437,500 Sanmina Corp. * ........................................... 305,600 19,100,000 Sterling Commerce, Inc. * ................................. 250,000 11,250,000 Xilinx, Inc. * ............................................ 479,300 31,214,413 ------------ 185,341,288 ------------ OFFICE EQUIPMENT SERVICES (3.4%) First Data Corp. .......................................... 600,000 19,012,500 HBO & Co. ................................................. 1,752,500 50,274,844 Novell, Inc. * ............................................ 100,000 1,812,500 ------------ 71,099,844 ------------ TELECOMMUNICATIONS (10.6%) American Satellite Network -- Rights * .................... 70,000 0 Esprit Telecom Group PLC (ADR) * .......................... 50,000 2,337,500 Global TeleSystems Group, Inc. * .......................... 1,290,000 71,917,500
13 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO. 4 (POOLED) OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Portfolio of Investments -- (Concluded) December 31, 1998
- ------------------------------------------------------------------------------------------------------------- NUMBER OF MARKET SHARES VALUE - ------------------------------------------------------------------------------------------------------------- Millicom International Cellular S.A. * .................................. 1,550,000 $ 54,056,250 NTL Incorporated * ...................................................... 100,000 5,643,750 United States Cellular Corp. * .......................................... 2,345,000 89,110,000 -------------- 223,065,000 -------------- TOTAL TECHNOLOGY (22.8%) ................................................ 479,506,132 -------------- TOTAL COMMON STOCKS (99.4%) (Cost $1,914,414,699)................................................... 2,098,464,735 -------------- PREFERRED STOCKS: CONSUMER CYCLICALS AIRLINES (0.0%) Continental Airlines Financial Trust 8.5% Conv. ............................................................. 13,500 934,875 -------------- TOTAL CONSUMER CYCLICALS (0.0%) ......................................... 934,875 -------------- TOTAL PREFERRED STOCKS (0.0%) (Cost $841,125)......................................................... 934,875 -------------- PARTICIPATION IN SEPARATE ACCOUNT NO. 2A, at amortized cost, which approximates market value, equivalent to 8,358 units at $285.54 each (0.1%).................................................. 2,386,642 -------------- TOTAL INVESTMENTS (99.5%) (Cost $1,917,642,466)................................................... 2,101,786,252 OTHER ASSETS LESS LIABILITIES (0.5%) .................................... 11,260,934 AMOUNTS RETAINED BY EQUITABLE LIFE IN SEPARATE ACCOUNT NO. 4 (0.0%) (NOTE 1) ................................. (1,271,958) -------------- NET ASSETS (100.0%) ..................................................... $2,111,775,228 ============== Reserves attributable to participants' accumulations .................... 2,072,991,897 Reserves and other contract liabilities attributable to annuity benefits 38,783,331 -------------- NET ASSETS .............................................................. $2,111,775,228 ==============
- ---------- * Non-income producing. See Notes to Financial Statements. 14 - -------------------------------------------------------------------------------- SEPARATE ACCOUNT NO. 4 (POOLED) of The Equitable Life Assurance Society of the United States Notes to Financial Statements 1. Separate Account No. 4 (Pooled) (the Alliance Growth Equity Fund) (the Fund) of The Equitable Life Assurance Society of the United States (Equitable Life), a wholly-owned subsidiary of The Equitable Life Companies Incorporated, was established in conformity with the New York State Insurance Law. Pursuant to such law, to the extent provided in the applicable contracts, the net assets in the Fund are not chargeable with liabilities arising out of any other business of Equitable Life. The excess of assets over reserves and other contract liabilities amounting to $1,271,958 as shown in the Statement of Assets and Liabilities in Separate Account No. 4 may be transferred to Equitable Life's General Account. These financial statements reflect the total net assets and results of operations for Separate Account No. 4. The Members Retirement Programs constitute, among many others, contract owners participating in this Fund. Interests of retirement and investment plans for Equitable Life employees, managers, and agents in Separate Account No. 4 aggregated $323,953,589 (15.3%), at December 31, 1998 and $384,471,790 (14.5%), at December 31, 1997, of the net assets in the Fund. Equitable Life is the investment manager for the Fund. Alliance Capital Management L.P. (Alliance) serves as the investment adviser to Equitable Life with respect to the management of the Fund. Alliance is a publicly-traded limited partnership which is indirectly majority-owned by Equitable Life. Equitable Life and Alliance seek to obtain the best price and execution of all orders placed for the Fund considering all circumstances. In addition to using brokers and dealers to execute portfolio security transactions for accounts under their management, Equitable Life and Alliance may also enter into other types of business and securities transactions with brokers and dealers, which will be unrelated to allocation of the Fund's portfolio transactions. The accompanying financial statements are prepared in conformity with generally accepted accounting principles (GAAP). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 2. Security transactions are recorded on the trade date. Amortized cost of debt securities consists of cost adjusted, where applicable, for amortization of premium or accretion of discount. Dividend income is recorded on the ex-dividend date; interest income (including amortization of premium and discount on securities using the effective yield method) is accrued daily. Realized gains and losses on the sale of investments are computed on the basis of the identified cost of the related investments sold. Transactions denominated in foreign currencies are recorded at the rate prevailing at the date of such transactions. Asset and liability accounts that are denominated in a foreign currency are adjusted to reflect the current exchange rate at the end of the period. Transaction gains or losses resulting from changes in the exchange rate during the reporting period or upon settlement of the foreign currency transactions are reflected under "Realized and Unrealized Gain (Loss) on Investments" in the Statements of Operations and Changes in Net Assets. Equitable Life's internal short-term investment account, Separate Account No. 2A, was established to provide a more flexible and efficient vehicle to combine and invest temporary cash positions of certain eligible accounts 15 - -------------------------------------------------------------------------------- (Participating Funds) under Equitable Life's management. Separate Account No. 2A invests in debt securities maturing in sixty days or less from the date of acquisition. At December 31, 1998, the amortized cost of investments held in Separate Account No. 2A consist of the following:
- --------------------------------------------------------------------------------------------- AMORTIZED COST % - --------------------------------------------------------------------------------------------- Commercial Paper, 5.10% - 5.35% due 01/04/99 through 02/18/99 $ 230,335,099 97.7% U.S. Government Agency, 4.28% due 01/04/99 ................... 5,198,145 2.2 - --------------------------------------------------------------------------------------------- Total Investments ............................................ 235,533,244 99.9 Other Assets less Liabilities ................................ 215,649 0.1 - --------------------------------------------------------------------------------------------- Net Assets of Separate Account No. 2A ........................ $ 235,748,893 100.0% ============================================================================================= Units Outstanding ............................................ 825,639 Unit Value ................................................... $ 285.54 - ---------------------------------------------------------------------------------------------
Participating Funds purchase or redeem units depending on each participating account's excess cash availability or cash needs to meet its liabilities. Separate Account No. 2A is not subject to investment management fees. Separate Account No. 2A is valued daily at amortized cost, which approximates market value. For 1998 and 1997, investment security transactions, excluding short-term debt securities, were as follows:
- -------------------------------------------------------------------------------------- COST OF NET PROCEEDS PURCHASES OF SALES - -------------------------------------------------------------------------------------- Stocks and long-term corporate debt securities: 1998 ........................................ $1,692,067,102 $2,151,023,546 1997 ........................................ 1,569,991,103 1,988,739,298 U.S. Government obligations: 1998 ........................................ -- -- 1997 ........................................ -- -- - ------------------------------------------------- -------------- --------------
3. Investment securities are valued as follows: Stocks listed on national securities exchanges and certain over-the-counter issues traded on the National Association of Securities Dealers, Inc. Automated Quotation (NASDAQ) national market system are valued at the last sale price, or, if no sale, at the latest available bid price. Foreign securities not traded directly, or in American Depository Receipt (ADR) form in the United States, are valued at the last sale price in the local currency on an exchange in the country of origin. Foreign currency is converted into its U.S. dollar equivalent at current exchange rates. United States Treasury securities and other obligations issued or guaranteed by the United States Government, its agencies or instrumentalities are valued at representative quoted prices. Long-term publicly traded corporate bonds are valued at prices obtained from a bond pricing service of a major dealer in bonds when such prices are available; however, in circumstances where Equitable Life and Alliance deem it appropriate to do so, an over-the-counter or exchange quotation may be used. Convertible preferred stocks listed on national securities exchanges are valued at their last sale price or, if there is no sale, at the latest available bid price. Convertible bonds and unlisted convertible preferred stock are valued at bid prices obtained from one or more 16 - -------------------------------------------------------------------------------- major dealers in such securities; where there is a discrepancy between dealers, values may be adjusted based on recent premium spreads to the underlying common stock. Other assets that do not have a readily available market price are valued at fair value as determined in good faith by Equitable Life's Investment officers. Separate Account No. 2A is valued daily at amortized cost, which approximates market value. Short-term debt securities purchased directly by the Funds which mature in 60 days or less are valued at amortized cost. Short-term debt securities which mature in more than 60 days are valued at representative quoted prices. 4. Charges and fees are deducted in accordance with the terms of the various contracts which participate in the Fund. With respect to the Members Retirement Programs, these expenses consist of investment management and accounting fees, program expense charge, direct expenses and record maintenance and report fees. These charges and fees are paid to Equitable Life by the Fund and are recorded as expenses in the accompanying Statements of Operations and Changes in Net Assets. 5. No Federal income tax based on net income or realized and unrealized capital gains was applicable to contracts participating in the Fund for the two years ended December 31, 1998, by reason of applicable provisions of the Internal Revenue Code and no Federal income tax payable by Equitable Life for such years will affect such contracts. Accordingly, no Federal income tax provision is required. 17 PART C OTHER INFORMATION Item 24. Financial Statements and Exhibits (a) Financial Statements included in Part B. The following are included in the Statement of Additional Information relating to the American Dental Association Program: 1. Separate Account Nos., 4 (Pooled), 191 and 200 (The Growth Equity, ADA Foreign and Aggressive Equity Accounts): -Report of Independent Accountants - PricewaterhouseCoopers LLP 2. Separate Account No. 4 (Pooled): - Statement of Assets and Liabilities, December 31, 1998 - Statements of Operations and Changes in Net Assets for the Years Ended December 31, 1998 and 1997 - Portfolio of Investments, December 31, 1998 - Notes to Financial Statements 3. Separate Account No. 191: - Statement of Assets and Liabilities, December 31, 1998 - Statements of Operations and Changes in Net Assets for the Years Ended December 31, 1998 and 1997 4. Separate Account No. 200: - Statement of Assets and Liabilities - Statement of Operations and Changes in Net Assets for the Years Ended December 31, 1998 and 1997 5. Separate Account Nos. 191 and 200: - Notes to Audited Financial Statements 6. Separate Account No. 30 (Pooled): - Report of Independent Accountants - PricewaterhouseCoopers LLP - Statement of Assets and Liabilities, December 31, 1998 - Statements of Operations and Changes in Net Assets for the Years Ended December 31, 1997 and 1997 - Statements of Cash Flows for the Years Ended December 31, 1998 and 1996 - Statement of Investments and Net Assets, December 31, 1998 - Notes to Financial Statements C-1 7. Separate Account No. 8 (Prime Property Fund): - Report of Independent Accountants - PricewaterhouseCoopers LLP - Statement of Assets and Liabilities, December 31, 1998 - Statements of Operations and Changes in Net Assets for the Years Ended December 31, 1998 and 1997 - Statements of Cash Flows for the Years Ended December 31, 1998 and 1997 - Notes to Financial Statements 8. Schedule X: - Supplementary Income Statement Information, December 31, 1998 and 1997 9. Schedule XII: - Mortgage Loans Receivable on Real Estate, December 31, 1998 and 1997 10. The Equitable Life Assurance Society of the United States: - Report of Independent Accountants - PricewaterhouseCoopers LLP - Consolidated Balance Sheets, December 31, 1998 and 1997 - Consolidated Statements of Earnings for the Years Ended December 31, 1998, 1997 and 1996 - Consolidated Statements of Equity for the Years Ended December 31, 1998, 1997 and 1996 - Consolidated Statements of Cash Flows for the Years Ended December 31, 1998, 1997 and 1996. (b) Exhibits. The following Exhibits are filed herewith: 1. (a) Resolutions of the Board of Directors of The Equitable Life Assurance Society of the United States ("Equitable") authorizing the establishment of Equitable's Separate Account Nos. 4, 30, and 191, incorporated by reference to Post-Effective Amendment No. 1 on Form N-3 to Registration Statement 33-46995, filed July 22, 1992. (b) Resolutions of the Board of Directors of The Equitable authorizing the establishment of Equitable's Separate Account 200, dated September 5, 1995, incorporated by reference to Exhibit 1(b) to Registration Statement No.333-50967, filed February 5, 1999. (c) Action, dated April 6, 1999 regarding the establishment of Separate Account 206, dated April 6, 1999 pursuant to Resolution Nos. 21-69, B46-70, B42-84 and B57-91. 2. Not Applicable. 3. Not Applicable. C-2 4. (a) Exhibit 6(a)(2) (Group Annuity Contract AC 2100, as amended and restated effective February 1, 1991 on contract Form No. APC 1,000- 91, among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States), incorporated by reference to Post-Effective Amendment No. 1 on Form N-3 to Registration Statement 33-40162, filed December 20, 1991. (b) Rider No. 1 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Registration No. 33-46995 on Form N-3 of Registrant, filed April 8, 1992. (c) Form of Rider No. 2 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Registration No. 33-46995 on Form N-3 of Registrant, filed April 8, 1992. (d) Rider No. 3 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Registration No. 33-75616 on Form N-4 of Registrant, filed April 29, 1994. (e) Form of Rider No. 4 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement C-3 Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Registration No. 33-75616 on Form N-4 of Registrant, filed April 29, 1994. (f) Form of Rider No. 5 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Registration No. 33-75616 on Form N-4 of Registrant, on February 27, 1995. (g) Form of Rider No. 6 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, previously filed with this Registration Statement No. 33-63113 on September 29, 1995. (h) Form of Rider No. 7 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 33-63113 on Form N-4 of Registrant, filed on November 21, 1995. (i) Form of Rider No. 8 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Pre-Effective Amendment No. 1 to Registration Statement No. 333-01301 on Form N-4 of Registrant filed April 30, 1996. (j) Form of Rider No. 9 to Group Annuity Contract AC 2100 among the Trustees of the American Dental Association Members Retirement Trust, the American Dental Association Members Pooled Trust for Retirement Plans and The Equitable Life Assurance Society of the United States, incorporated by reference to Registration Statement No. 333-25807 on form N-4, filed on April 24, 1997. 5. (a) Exhibit 7(a) (Form of Participation Agreement for the standardized Profit-Sharing Plan under the ADA Program), incorporated by reference to Post-Effective Amendment No. 1 on Form N-3 to Registration Statement on Form S-1 of Registrant, filed April l6, 1986. (b) Exhibit 7(b) (Form of Participation Agreement for the nonstandardized Profit-Sharing Plan under the ADA Program), incorporated by reference to Post-Effective Amendment No. 1 on Form N-3 to Registration Statement on Form S-1 of Registrant, filed April l6, 1986. (c) Exhibit 7(e) (Copy of Attachment to Profit Sharing Participation Agreement under the American Dental Association Members Retirement Plan), incorporated by reference to Registration No. 33-21417 on Form N-3 of Registrant, filed April 26, 1988. (d) Exhibit 7(e)(2) (Form of Participant Enrollment Form under the ADA Program), incorporated by reference to Post-Effective Amendment No. 2 on Form N-3 to Registration Statement on Form S-1 of Registrant, filed April 2l, l987. (e) Exhibit 7(v) (Form of Simplified Participation Agreement for the Profit-Sharing Plan under the ADA Program, as filed with the Internal C-4 Revenue Service), incorporated by reference to Post-Effective Amendment No. 2 to Registration No. 33-21417 on Form N-3 of Registrant, filed April 26, 1989. (f) Exhibit 7(w) (Form of Non-Standardized Participation Agreement for the Profit-Sharing Plan under the ADA Program, as filed with the Internal Revenue Service), incorporated by reference to Post- Effective Amendment No. 2 to Registration No. 33-21417 on Form N-3 of Registrant, filed April 26, 1989. (g) Exhibit 7(x) (Form of Standardized Participation Agreement for the Profit-Sharing Plan under the ADA Program, as filed with the Internal Revenue Service), incorporated by reference to Post-Effective Amendment No. 2 to Registration No. 33-21417 on Form N-3 of Registrant, filed April 26, 1989. (h) Buy-Sell Agreement by and among the Trustees of the American Dental Association Members Retirement Trust and of the American Dental Association Members Pooled Trust for Retirement Plans, The Equitable Life Assurance Society of the United States, Templeton Funds, Inc. and Templeton Funds Distributor, Inc., incorporated by reference to Registration Statement No. 33-46995 on Form N-3 of Registrant, filed April 8, 1992. (i) Amended and Restated Buy-Sell Agreement effective April 17, 1995 between The Equitable Life Assurance Society of the United States and Franklin Templeton Distributors, Inc., incorporated by reference to Registration Statement No. 33-91588 on From N-3 of Registrant, filed April 28, 1995. 6. (a) Copy of the Restated Charter of The Equitable Life Assurance Society of the United States, as amended January 1, 1997, incorporated by reference to Registration No. 333-25807 on Form N-4, filed April 24, 1997. (b) By-Laws of The Equitable Life Assurance Society of the United States, as amended November 21, 1996, incorporated by reference to Registration No. 333-25807 on Form N-4, filed April 24, 1997. 7. Not applicable 8. (a) Exhibit 11(a)(2) (Form of American Dental Association Members Retirement Plan, as filed with the Internal Revenue Service), incorporated by reference to Post-Effective Amendment No. 2 to Registration No. 33-21417 on Form N-3 of Registrant, filed April 26, 1989. (b) Exhibit 11(g)(2) (Form of American Dental Association Members Retirement Trust, as filed with the Internal Revenue Service), incorporated by reference to Post-Effective Amendment No. 2 to Registration No. 33-21417 on Form N-3 of Registrant, filed April 26, 1989. (c) Exhibit 11(i) (Form of First Amendment to the American Dental Association Members Retirement Trust), incorporated by reference to Post-Effective Amendment No. 1 to Registration No. 33-40162 on Form N-3 of Registrant, filed December 20, 1991. C-5 (d) Exhibit 11(o) (Copy of Administration Services Agreement, dated May 1, 1994, among The Equitable Life Assurance Society of the United States, the Trustees of the American Dental Association Members Retirement Trust, and of the American Dental Association Members Pooled Trust for Retirement Plans and the Council of Insurance of the American Dental Association), incorporated by reference to Registration Statement No. 33-75614 on Form N-3 of Registrant, filed February 23, 1994. (e) Exhibit 11(j) (Copy of American Dental Association Members Pooled Trust for Retirement Plans, dated as of January 1, 1984), incorporated by reference to Post-Effective Amendment No. 1 to Registration No. 33-40162 on Form N-3 of Registrant on Form N-3 of Registrant, filed December 20, 1991. (f) Exhibit 11(k) (Form of First Amendment to the American Dental Association Members Pooled Trust for Retirement Plans, dated as of January 1, 1984), incorporated by reference to Post-Effective Amendment No. 1 to Registration No. 33-40162 on Form N-3 of Registrant, filed December 20, 1991. 9. (a) Opinion and Consent of Anthony A. Dreyspool, Vice President and Associate General Counsel of The Equitable Life Assurance Society of the United States incorporated by reference to Registration Statement No. 333-25807, filed April 24, 1997. (b) Opinion and Consent of Mary P. Breen, Vice President and Associate General Counsel of the Equitable Life Assurance Society of the United States, previously filed with this Registration Statement on Form N-4, File No. 333-50967 on April 24, 1998. (c) Opinion and Consent of Mary Joan Hoene, Vice President and Counsel of The Equitable Life Assurance Society of the United States, previously filed with this Registration Statement, File No. 333-77117 on April 27, 1999. 10. (a) Consent of Anthony A. Dreyspool (included within Exhibit 9(a) above). (b) Consent of Mary P. Breen, (included within Exhibit 9 (b) above). (c) Consent of Mary Joan Hoene (included within Exhibit 9(c) above). (d) Consent of PricewaterhouseCoopers LLP. (e) Powers of Attorney, previously filed with this Registration Statement, File No. 333-77117 on April 27, 1999. (f) Power of Attorney. 11. Not applicable. 12. Not applicable. 13. Not applicable. 14. Not Applicable. C-6 Item 25: Directors and Officers of Equitable. Set forth below is information regarding the directors and principal officers of Equitable. Equitable's address is 1290 Avenue of Americas, New York, New York 10104. The business address of the persons whose names are preceded by an asterisk is that of Equitable. POSITIONS AND NAME AND PRINCIPAL OFFICES WITH BUSINESS ADDRESS EQUITABLE - ---------------- --------- DIRECTORS Francoise Colloc'h Director AXA 23, Avenue Matignon 75008 Paris, France Henri de Castries Director AXA 23, Avenue Matignon 75008 Paris, France Joseph L. Dionne Director The McGraw-Hill Companies 1221 Avenue of the Americas New York, NY 10020 Denis Duverne Director AXA 23, Avenue Matignon 75008 Paris, France Jean-Rene Fourtou Director Rhone-Poulenc S.A. 25 Quai Paul Doumer 92408 Courbevoie Cedex, France Norman C. Francis Director Xavier University of Louisiana 7325 Palmetto Street New Orleans, LA 70125 C-7 POSITIONS AND NAME AND PRINCIPAL OFFICES WITH BUSINESS ADDRESS EQUITABLE - ---------------- --------- Donald J. Greene Director LeBouef, Lamb, Greene & MacRae 125 West 55th Street New York, NY 10019-4513 John T. Hartley Director Harris Corporation 1025 NASA Boulevard Melbourne, FL 32919 John H.F. Haskell Jr. Director Warburg Dillion Read LLC 535 Madison Avenue New York, NY 10028 Mary R. (Nina) Henderson Director International Plaza P.O. Box 8000 Englewood Cliffs, NJ 07632-9976 W. Edwin Jarmain Director Jarmain Group Inc. 121 King Street West Suite 2525 Toronto, Ontario M5H 3T9, Canada George T. Lowy Director Cravath, Swaine & Moore 825 Eighth Avenue New York, NY 10019 C-8 POSITIONS AND NAME AND PRINCIPAL OFFICES WITH BUSINESS ADDRESS EQUITABLE - ---------------- --------- Didier Pineau-Valencienne Director Schneider S.A. 64-70 Avenue Jean-Baptiste Clement 92646 Boulogne-Billancourt Cedex France George J. Sella, Jr. Director P.O. Box 397 Newton, NJ 07860 Peter J. Tobin Director St. John's University 8,000 Utopia Parkway Jamaica, NY 11439 Dave H. Williams Director Alliance Capital Management Corporation 1345 Avenue of the Americas New York, NY 10105 OFFICER-DIRECTORS - ----------------- *Michael Hegarty President, Chief Operating Officer and Director *Edward D. Miller Chairman of the Board, Chief Executive Officer and Director *Derry Bishop Executive Vice President and Chief Agency Officer * Stanley B. Tulin Vice Chairman of the Board, Chief Financial Officer and Director OTHER OFFICERS - -------------- *Leon Billis Executive Vice President and Chief Information Officer *Harvey Blitz Senior Vice President *Kevin R. Byrne Senior Vice President and Treasurer *John A. Caroselli Executive Vice President *Alvin H. Fenichel Senior Vice President and Controller *Robert T. Brockbank Executive Vice President and AXA Group Deputy Chief Information Officer C-9 POSITIONS AND NAME AND PRINCIPAL OFFICES WITH BUSINESS ADDRESS EQUITABLE - ---------------- --------- *Paul J. Flora Senior Vice President and Auditor *Robert E. Garber Executive Vice President and General Counsel James D. Goodwin Vice President *Edward J. Hayes Senior Vice President *Mark A. Hug Senior Vice President *Donald R. Kaplan Vice President and Chief Compliance Officer and Associate General Counsel *Michael S. Martin Executive Vice President and Chief Marketing Officer *Richard J. Matteis Executive Vice President *Brian S. O'Neil Executive Vice President *Peter D. Noris Executive Vice President and Chief Investment Officer *Anthony C. Pasquale Senior Vice President *Pauline Sherman Senior Vice President, Secretary and Associate General Counsel *Samuel B. Shlesinger Senior Vice President *Richard V. Silver Senior Vice President and Deputy General Counsel *Jose Suquet Senior Executive Vice President and Chief Distribution Officer *Naomi Weinstein Vice President *Gregory Wilcox Executive Vice President *R. Lee Wilson Executive Vice President *Maureen K. Wolfson Vice President C-10 Item 26. Persons Controlled by or Under Common Control with the Insurance Company or Registrant. Separate Account Nos. 4, 8, 30, 191, 200, and 206 of The Equitable Life Assurance Society of the United States (the "Separate Accounts") are separate accounts of Equitable. Equitable, a New York stock life insurance company, is a wholly owned subsidiary of AXA Financial, Inc. (the "Holding Company"), a publicly traded company. The largest stockholder of the Holding Company is AXA which as of October 4, 1999 beneficially owned 58.1% of the Holding Company's outstanding common stock. AXA is able to exercise significant influence over the operations and capital structure of the Holding Company and its subsidiaries, including Equitable. AXA, a French company, is the holding company for an international group of insurance and related financial services companies. C-11 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES AXA Finanical, Inc. (formerly the Equitable Companies, Incorporated) (1991) (Delaware) Donaldson, Lufkin & Jenrette, Inc. (1993) (Delaware) (39.7%) (See Addendum B(1) for subsidiaries) AXA Client Solutions, LLC (1999) (Delaware) AXA Distribution Holding Corporation (1999) (Delaware) AXA Advisors, LLC (formerly EQ Financial Consultants, Inc. (1971) Delaware)(a)(b) The Equitable Life Assurance Society of the United States (1989) (New York) (a)(b) Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by AXA Financial, Inc. (formerly Equitable Companies, Incorporated); and EHC) (Delaware) (34.3%) (See Addendum B(1) for subsidiaries) The Equitable of Colorado, Inc. (l983) (Colorado) EVLICO, INC. (1995) (Delaware) EVLICO East Ridge, Inc. (1995) (California) GP/EQ Southwest, Inc. (1995) (Texas) Franconom, Inc. (1985) (Pennsylvania) Frontier Trust Company (1987) (North Dakota) Gateway Center Buildings, Garage, and Apartment Hotel, Inc. (inactive) (pre-l970) (Pennsylvania) Equitable Deal Flow Fund, L.P. Equitable Managed Assets (Delaware) EREIM LP Associates (99%) EML Associates, L.P. (19.8%) Alliance Capital Management L.P. (2.7% limited partnership interest) ACMC, Inc. (1991) (Delaware)(s) Alliance Capital Management L.P. (1988) (Delaware) (39.3% limited partnership interest) EVCO, Inc. (1991) (New Jersey) EVSA, Inc. (1992) (Pennsylvania) Prime Property Funding, Inc. (1993) (Delaware) Wil Gro, Inc. (1992) (Pennsylvania) Equitable Underwriting and Sales Agency (Bahamas) Limited (1993) (Bahamas) Equitable Distributors, Inc. (1988) Delaware (a) (a) Registered Broker/Dealer (b) Registered Investment Advisor C-12 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES NOTES ----- 1. The year of formation or acquisition and state or country of incorporation of each affiliate is shown. 2. The chart omits certain relatively inactive special purpose real estate subsidiaries, partnerships, and joint ventures formed to operate or develop a single real estate property or a group of related properties, and certain inactive name-holding corporations. 3. All ownership interests on the chart are 100% common stock ownership except: (a) AXA Financial, Inc.'s 39.7% interest in Donaldson, Lufkin & Jenrette, Inc., and Equitable Holdings, LLC's 34.4% interest in same; (b) as noted for certain partnership interests; (c) Equitable Life's ACMC, Inc.'s and Equitable Capital Management Corporation's limited partnership interests in Alliance Capital Management L.P.; and (d) as noted for certain subsidiaries of Alliance Capital Management Corp. of Delaware, Inc. 4. The following entities are not included in this chart because, while they have an affiliation with The Equitable, their relationship is not the ongoing equity-based form of control and ownership that is characteristic of the affiliations on the chart, and, in the case of the first entity, it is under the direction of at least a majority of "outside" trustees: EQ Advisors Trust Separate Accounts 5. This chart was last revised on October 1, 1999. C-13 AXA Financial, Inc. (cont.) Donaldson Lufkin & Jenrette, Inc. (cont.) AXA Client Solutions, LLC (cont.) AXA Distribution Holding Corp. (cont.) Equitable Life Assurance Society of the United States (cont.) Fox Run, Inc. (1994) (Massachusetts) STCS, Inc. (1992) (Delaware) CCMI Corporation (1994) (Maryland) FTM Corporation (1994) (Maryland) Equitable BJVS, Inc. (1992) (California) Equitable Rowes Wharf, Inc. (1995) (Massachusetts) Camelback JVS, Inc. (1995) (Arizona) ELAS Realty, Inc. (1996) (Delaware) 100 Federal Street Realty Corporation (Massachusetts) Equitable Structured Settlement Corporation (1996) (Delaware) Prime Property Funding II, Inc. (1997) (Delaware) Sarasota Prime Hotels, Inc. (1997) (Florida) ECLL, Inc. (1997) (Michigan) Equitable Holdings LLC (1997) (New York) (into which Equitable Holding Corporation was merged in 1997) ELAS Securities Acquisition Corp. (l980) (Delaware) 100 Federal Street Funding Corporation (Massachusetts) EquiSource of New York, Inc. (1986) (New York) (See Addendum A for subsidiaries) Equitable Casualty Insurance Company (l986) (Vermont) EREIM LP Corp. (1986) (Delaware) EREIM LP Associates (1%) EML Associates (.02%) (a) Registered Broker/Dealer (b) Registered Investment Advisor C-14 AXA Financial, Inc. (cont.) Donaldson Lufkin & Jenrette, Inc. (cont.) AXA Client Solutions, LLC (cont.) AXA Distribution Holding Corp. (cont.) Equitable Life Assurance Society of the United States (cont.) Equitable Holdings, LLC (cont.) Equitable JVS, Inc. (1988) (Delaware) Astor/Broadway Acquisition Corp. (1990) (New York) Astor Times Square Corp. (1990) (New York) PC Landmark, Inc. (1990) (Texas) Equitable JVS II, Inc. (1994) (Maryland) EJSVS, Inc. (1995) (New Jersey) Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EQ and EHC) (Delaware) (34.4%) (See Addendum B(1) for subsidiaries) JMR Realty Services, Inc. (1994) (Delaware) Equitable Investment Corporation (1971) (New York) Stelas North Carolina Limited Partnership (50% limited partnership interest) (1984) Equitable JV Holding Corporation (1989) (Delaware) Alliance Capital Management Corporation (1991) (Delaware) (b) (See Addendum B(2) for subsidiaries) Equitable Capital Management Corporation (1985) (Delaware) (b) Alliance Capital Management L.P. (1988) (Delaware) (14.7% limited partnership interest) EQ Services, Inc. (1992) (Delaware) EREIM Managers Corp. (1986) (Delaware) ML/EQ Real Estate Portfolio, L.P. EML Associates, L.P. (a) Registered Broker/Dealer (b) Registered Investment Advisor C-15 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES ADDENDUM A - SUBSIDIARY OF EQUITABLE HOLDINGS, LLC HAVING MORE THAN FIVE SUBSIDIARIES ------------------------------------------------------- EquiSource of New York, Inc. (formerly Traditional Equinet Business Corporation of New York) has the following subsidiaries that are brokerage companies to make available to Equitable Agents within each state traditional (non-equity) products and services not manufactured by Equitable: EquiSource of Alabama, Inc. (1986) (Alabama) EquiSource of Arizona, Inc. (1986) (Arizona) EquiSource of Arkansas, Inc. (1987) (Arkansas) EquiSource Insurance Agency of California, Inc. (1987) (California) EquiSource of Colorado, Inc. (1986) (Colorado) EquiSource of Delaware, Inc. (1986) (Delaware) EquiSource of Hawaii, Inc. (1987) (Hawaii) EquiSource of Maine, Inc. (1987) (Maine) EquiSource Insurance Agency of Massachusetts, Inc. (1988) (Massachusetts) EquiSource of Montana, Inc. (1986) (Montana) EquiSource of Nevada, Inc. (1986) (Nevada) EquiSource of New Mexico, Inc. (1987) (New Mexico) EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania) EquiSource of Puerto Rico, Inc. (1997) (Puerto Rico) EquiSource Insurance Agency of Utah, Inc. (1986) (Utah) EquiSource of Washington, Inc. (1987) (Washington) EquiSource of Wyoming, Inc. (1986) (Wyoming) C-16 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES ADDENDUM B - INVESTMENT SUBSIDIARIES HAVING MORE THAN FIVE SUBSIDIARIES ------------------------------------ Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and approximately 150 other subsidiaries, most of which are special purpose subsidiaries (the number fluctuates according to business needs): Donaldson, Lufkin & Jenrette, Securities Corporation (1985) (Delaware) (a) (b) Wood, Struthers & Winthrop Management Corp. (1985) (Delaware) (b) Autranet, Inc. (1985) (Delaware) (a) DLJ Real Estate, Inc. DLJ Capital Corporation (b) DLJ Mortgage Capital, Inc. (1988) (Delaware) Alliance Capital Management Corporation (as general partner) (b) has the following subsidiaries: Alliance Capital Management L.P. (1988) (Delaware) (b) Alliance Capital Management Corporation of Delaware, Inc. (Delaware) Alliance Fund Services, Inc. (Delaware) (a) Alliance Fund Distributors, Inc. (Delaware) (a) Alliance Capital Oceanic Corp. (Delaware) Alliance Capital Management Australia Pty. Ltd. (Australia) Meiji - Alliance Capital Corp. (Delaware) (50%) Alliance Capital (Luxembourg) S.A. (99.98%) Alliance Eastern Europe Inc. (Delaware) Alliance Barra Research Institute, Inc. (Delaware) (50%) Alliance Capital Management Canada, Inc. (Canada) (99.99%) Alliance Capital Management (Brazil) Llda Alliance Capital Global Derivatives Corp. (Delaware) Alliance International Fund Services S.A. (Luxembourg) Alliance Capital Management (India) Ltd. (Delaware) Alliance Capital Mauritius Ltd. Alliance Corporate Finance Group, Incorporated (Delaware) Equitable Capital Diversified Holdings, L.P. I Equitable Capital Diversified Holdings, L.P. II Curisitor Alliance L.L.C. (Delaware) Curisitor Holdings Limited (UK) Alliance Capital Management (Japan), Inc. Alliance Capital Management (Asia) Ltd. Alliance Capital Management (Turkey), Ltd. Cursitor Alliance Management Limited (UK) (a) Registered Broker/Dealer (b) Registered Investment Advisor C-17 AXA GROUP CHART The information listed below is dated as of January 1, 1999; percentages shown represent voting power. The name of the owner is noted when AXA indirectly controls the company. AXA INSURANCE AND REINSURANCE BUSINESS HOLDING COMPANY COUNTRY VOTING POWER - ------- ------- ------------ AXA Assurances IARD France 100% by AXA France Assurance AXA Assurances Vie France 88.1% by AXA France Assurance and 11.9% by AXA Collectives AXA Courtage IARD France 100% by AXA France Assurance and AXA Global Risks AXA Conseil Vie France 100% by AXA France Assurance AXA Conseil IARD France 100% by AXA France Assurance AXA Direct France 100% by AXA Direct Assurances IARD France 100% by AXA Direct Direct Assurance Vie France 100% by AXA Direct Tellit Vie Germany 100% by AKA-CKAG Axiva France 100% by AXA France Assurance and AXA Conseil Vie Juridica France 100% by AXA France Assurance AXA Assistance France France 100% by AXA Assistance SA AXA Collectives France AXA France Assurance, AXA Assurances IARD and AXA Courtage IARD Mutuelle Societe Beaujon France 100% by AXA Lor Finance France 99.3% by AXA Jour Finance France 100% by AXA Conseil IARD and by AXA Assurances IARD Financiere 45 France 99.8% by AXA Mofipar France 99.9% by AXA NSM Vie France 40.1% by AXA France Assurance Saint Georges Re France 100% by France Assurance AXA Global Risks France 100% owned by AXA France Assurance, AXA Courtage Assurance Mutuelle and AXA Assurances IARD Mutuelle Argovie France 94% by Axiva AXA Assistance SA France 76.8% by AXA and 23.2% by AXA France Assurance S.P.S Reassurance France 69.9% by AXA Reassurance AXA Participations France 50% by AXA, 25% by AXA Global Risks and 25% by AXA Courtage IARD Colisee Excellence France 100% by Financiere Mermoz Financiere Mermoz France 100% by AXA C-18 COMPANY COUNTRY VOTING POWER - ------- ------- ------------ AXA France Assurance France 100% by AXA Thema Vie France 99.6% Axiva Vie AXA-Colonia Konzern AG (AXA- CKAG) Germany 39.7% by Vinci BV, 25.6% by Kolnische Verwaltungs and 9.4% by AXA Finaxa Belgium Belgium 100% by AXA AXA Belgium Belgium 86.1% by Royale Belge and 13.9% by Parcolvi De Kortrijske Verzekering Belgium 99.8% by AXA Belgium Juris Belgium 100% owned by AXA Belgium Royale Belge Belgium 51.2% by AXA Holdings Belgium, 44.5% AXA and 3.2% AKA Global Risks Royale Belge 1994 Belgium 97.8% by Royale Belge and 2% by UAB UAB Belgium 100% by Royale Belge Ardenne Prevoyante Belgium 99.4% by Royale Belge GB Lex Belgium 55% by Royale Belge, 25% by Royale Belge 1994, 10% by Juridica and 10% by AXA Conseil IARD Royale Belge Re Belgium 100% by Royale Belge Parcolvi Belgium 100% by Vinci Belgium Holding BV Vinci Belgium Belgium 99.5% by Vinci BV Finaxa Luxembourg Luxembourg 100% AXA Assurance IARD Luxembourg Luxembourg 100% by AXA Holding Luxembourg AXA Assurance Vie Luxembourg Luxembourg 100% by AXA Holding Luxembourg Royale UAP Luxembourg 100% by AXA Holding Luxembourg Paneurolife Luxembourg 90% by different companies of the AXA Group Paneurore Luxembourg 100% by different companies of the AXA Group C-19 Crealux Luxembourg 100% by Royale Belge Futur Re Luxembourg 100% by AXA Global Risks AXA Holding Luxembourg Luxembourg 100% by Royale Beige AXA Aurora Spain 30% owned by AXA and 40% by AXA Participations Aurora Vida SA de Seguros y Spain 97% owned by Aurora Iberica SA Reaseguros de Seguros y Reaseguros 1.5% by AXA Hilo Direct Seguros y Reaseguros Spain 71.4% by AXA Aurora Ayuda Legal Spain 88% AXA Aurora Iberica SA de Seguros y Reaseguros and 12% by Aurora Vida AXA Aurora Iberica SA Spain 99.8% by AXA Aurora de Seguros y Reaseguros AXA Assicurazioni Italy 83.7% owned by AXA, 12% by Grupo UAP Italiana, 2.2% by AXA Conseil Vie and 2.1% by AXA Collectives Eurovita Italy 30% owned by AXA Assicurazioni 19% by AXA Conseil Vie and 19% by AXA Collectives Gruppo UAP Italia (GUI) Italy 97% by AXA Participants and 3% by AXA Collectives UAP Vita Italy 62% by AXA Allsecures Vita Italy 100% by AXA AXA Equity & Law plc U.K. 99.9% by AXA AXA Equity & Law Life U.K. 100% by Sun Life Holdings Plc Assurance Society Sun Life lle de Man U.K. 100% owned by Sun Life Assurance AXA Global Risks U.K. 51% owned by AXA Global Risks (France) and 49% by AXA Courtage IARD Sun Life and Provincial U.K. 71.6% by AXA and AXA Holdings (SLPH) Equity & Law Plc Sun Life Corporation Plc U.K. 100% by AXA Sun Life Holdings Plc Sun Life Assurance Society Plc U.K. 100% by AXA Sun Life Holdings Plc AXA Provincial Insurance U.K. 100% by SLPH English & Scottish U.K. 100% by AXA UK AXA UK U.K. 100% by AXA Servco U.K. 100% by AXA Sun Life Holdings Plc AXA Sun Life Plc U.K. 100% by AXA Sun Life Holdings Plc AXA Leven The Nether- 100% by Nieuw Rotterdam lands Verzekeringen AXA Nederland BV The Nether- 55.4% by Royale Belge and 38.9% lands by Gelderland BV UNIROBE Groep BV The Nether- 100% by UAP Nieuw Rotterdam lands Holding C-20 AXA Levensverzekeringen The Nether- 100% by UAP Nieuw Rotterdam lands Verzekeringen AXA Schade The Nether- 100% by UAP Nieuw Rotterdam lands Verzekeringen Societe Generale d'Assistance The Nether- 100% by AXA Assistance Holding lands Gelderland BV The Nether- 100% by Royale Belge lands AXA Zorg The Nether- 100% by UAP Nieuw Rotterdam lands Verzekeringen Vinci BV The Nether- 100% by AXA lands AXA Portugal Companhia de Portugal 96.2% by different companies Serguros SA of the AXA Group AXA Portugal Companhia de Portugal 87.6% by AXA Counseil Vie and Serguros de Vida SA 7.5% AXA Participations AXA Compagnie d'Assurances Switzerland 100% by AXA Participations AXA Compagnie d'Assurances Switzerland 95% by AXA Participations sur la vie AXA Al Amane Assurances Morocco 52% by AXA Participations and 15% by Empargne Croissance AXA Canada Inc. Canada 100% by AXA Empargne Croissance Morocco 99.3% by AXA Al Amane Assurances Colonia Nordstern Leben Germany 50% by AXA - CKAG and 50% by Colonia Nordstein Versicherungs Kolnische Verwaltungs Germany 67.7% by Vinci BV, 23% by AXA Colonia Konzern AG and 8.8% by AXA Sicher Direkt Versicherung Germany 50% by AXA Direct and 50% by AXA - CKAG AXA Colonia Krankenversicherung Germany 51% by AXA - CKAG, 39.6% by AXA Colonia Lebenversicherung and 12% by Deutsche Arzleversicherung Colonia Nordstern Versicherungs Germany 100% by AXA - CKAG C-21 COMPANY COUNTRY VOTING POWER - ------- ------- ------------ AXA non life Insurance Cy. Ltd Japan 100% by AXA Direct AXA Life Insurance Japan 100% by AXA Dongbu AXA Life Korea 50% by AXA Insurance Co. Ltd. Sime AXA Berhad Malaysia 30% owned by AXA and AXA Reassurance AXA Insurance Investment Singapore 88.7% by AXA and 11.4% by AXA Holdings Pte Ltd Courtage IARD AXA Life Insurance Singapore 100% owned by AXA AXA Insurance Hong Kong 82.5% owned by AXA Investment Holdings Pte Ltd and 17.5% by AXA National Mutual Asia Ltd Hong Kong 53.8% by National Mutual Holdings, Ltd and 20% by Detura The Equitable Companies U.S.A. 43% by AXA, Financiere 45, Incorporated 3.2%, Lorfinance 6.4%, AXA Equity & Law Life Association Society 4.1% and AXA Reassurance 2.9% and 0.4% by Societe Beaujon The Equitable Life Assurance U.S.A. 100% owned by The Equitable Society of the United States Companies Incorporated (ELAS) National Mutual Holdings Ltd Australia 42.1% by AXA and 8.9% by AXA Equity & Law Life Assurance Society The National Mutual Life Australia 100% owned by National Mutual Association of Australasia Holdings Ltd National Mutual International Australia 100% owned by National Mutual Holdings Ltd Australian Casualty & Life Ltd Australia 100% owned by National Mutual Holdings Ltd National Mutual Health Australia 100% owned by National Mutual Insurance Pty Ltd Holdings Ltd Detura Hong Kong 75% by National Mutual Holdings AXA Insurance Pte Ltd Singapore 100% by AXA Insurance Investment Holdings Pte Ltd AXA Reinsurance Asia Pte Ltd Singapore 100% by AXA Reassurance C-22 COMPANY COUNTRY VOTING POWER - ------- ------- ------------ AXA Reassurance France 100% owned by AXA, AXA Assurances IARD and AXA Global Risks AXA Re Finance France 79% owned by AXA Reassurance AXA Cessions France 100% by AXA AXA Reinsurance U.K. Plc U.K. 100% owned by AXA Re U.K. Holding AXA Re U.K. Company Limited U.K. 100% owned by AXA Reassurance AXA Reinsurance Company U.S.A. 100% owned by AXA America AXA America U.S.A. 100% owned by AXA Reassurance AXA Global Risks US U.S.A. 96.4% by AXA Global Risks and 3.6% by Colonia Nordstern Versicherungs AG AXA Re Life Insurance Company U.S.A. 100% owned by AXA America C.G.R.M. Monaco 100% owned by AXA Reassurance Nordstern Colonia Osterreich Austria 88.5% by Colonia Nordstern Versicherungs and 11.5% by Colonia Nordstern Leben Royale Belge International Belgium 100% by Royale Belge Investissement AXA Holding Belgium Belgium 75% by AXA, 17.7% by AXA Global Risks and 7.4% by various companies of the Group Assurances de la Poste Belgium 50% by Royale Belge Assurances de la Poste Vie Belgium 50% by Royale Belge AXA Asset Management LTD U.K. 91% by AXA Investment Managers and 9% by National Mutual Funds Management AXA Sun Life Holdings Plc U.K. 100% by SLPH C-23 AXA FINANCIAL BUSINESS COMPANY COUNTRY VOTING POWER - ------- ------- ------------ Compagnie Financiere de Paris France 100% AXA and the Mutuelles (C.F.P.) AXA Banque France 98.7% owned by Compagnie Financiere de Paris AXA Credit France 65% owned by Compagnie Financiere de Paris AXA Gestion FCP France 100% owned by AXA Investment Managers Paris Sofapi France 100% owned by Compagnie Financiere de Paris Soffim Holding France 100% owned by Compagnie Financiere de Paris Sofinad France 100% by Compagnie Financiere de Paris Banque des Tuileries France 100% by Compagnie Financiere de Paris Banque de marches et France 18.5% by AXA and 8.2% by AXA d' arbitrage Courtage, IARD AXA Investment Managers France 100% by various companies AXA Investment Managers Paris France 100% owned by AXA Investment Managers Colonia Bausbykasse Germany 66.7% by AXA-CKAG and 31.1% by Colonia Nordstern Leben Banque IPPA Belgium 99.9% by Royale Belge Royal Belge Investissement Belgium 100% by Royale Belge ANHYP Belgium 98.8% by Royale Belge AXA Sun Life Asset Management U.K. 66.7% owned by SLPH and 33.3% by AXA Asset Management Ltd. C-24 COMPANY COUNTRY VOTING POWER - ------- ------- ------------ Alliance Capital Management U.S.A. 57.7% held by ELAS Donaldson Lufkin & Jenrette U.S.A. 70.9% owned by Equitable Holdings Corp. and ELAS National Mutual Funds Australia 100% owned by National Management (Global) Ltd Mutual Holdings Ltd C-25 AXA REAL ESTATE BUSINESS COMPANY COUNTRY VOTING POWER - ------- ------- ------------ S.G.C.I. France 100% by AXA Transaxim France 100% owned by Compagnie Parisienne de Participations Compagnie Parisienne de France 100% owned by Sofinad Participations (C.P.P.) Monte Scopeto France 100% owned by Compagnie Parisienne de Participations Colisee Jeuneurs France 99.9% by Colisee Suresnes Colisee Delcasse France 100% by Colisee Suresnes Colisee Victorie France 99.7% by S.G.C.I. Colisee Suresnes France 100% by Various Companies and the Mutuelles Colisee 21 Matignon France 99.4% by SGCI and 0.6% by AXA C-26 COMPANY COUNTRY VOTING POWER - ------- ------- ------------ Colisee Saint Georges France 100% by SGCI AXA Millesimes France 92.9% owned by AXA and the Mutuelles AXA Immobiller France 100% by AXA C-27 ORGANIZATION CHART OF EQUITABLE'S AFFILIATES NOTES ----- 1. The year of formation or acquisition and state or country of incorporation of each affiliate is shown. 2. The chart omits certain relatively inactive special purpose real estate subsidiaries, partnerships, and joint ventures formed to operate or develop a single real estate property or a group of related properties, and certain inactive name-holding corporations. 3. All ownership interests on the chart are 100% common stock ownership except: (a) AXA Financial, Inc.'s (formerly The Equitable Companies Incorporated) 41.8% interest in Donaldson, Lufkin & Jenrette, Inc. and Equitable Holdings, LLC's 34.4% interest in same; (b) as noted for certain partnership interests; (c) Equitable Life's ACMC, Inc.'s and Equitable Capital Management Corporation's limited partnership interests in Alliance Capital Management L.P.; and (d) as noted for certain subsidiaries of Alliance Capital Management Corp. of Delaware, Inc. 4. The following entities are not included in this chart because, while they have an affiliation with The Equitable, their relationship is not the ongoing equity-based form of control and ownership that is characteristic of the affiliations on the chart, and, in the case of the first entity, it is under the direction of at least a majority of "outside" trustees: EQ Advisors Trust Separate Accounts 5. This chart was last revised on October 1, 1999. C-28 Item 27. Number of Contractowners. As of August, 1999 the number of participants in the American Dental Association Members Program offered by the Registrant was 25,806. Item 28. Indemnification (a) Equitable Life: The by-laws of The Equitable Life Assurance Society of the United States ("Equitable Life") provide, in Article VII, as follows: 7.4 Indemnification of Directors, Officer and Employees. (a) To the extent permitted by law of the State of New York and subject to all applicable requirements thereof: (i) Any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she, or his or her testator or intestate is or was a director, officer or employee of the Company shall be indemnified by the Company; (ii) any person made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she, or his or her testator or intestate serves or served any other organization in any capacity at the request of the Company may be indemnified by the Company; and (iii) the related expenses of any such person in any of said categories may be advanced by the Company. (b) To the extent permitted by the law of the State or New York, the Company may provide for further indemnification or advancement of expenses by resolution of shareholders of the Company or Board of Directors, by amendment of these By-Laws, or by agreement. (Business Corporation Law ss.ss.721-726; Insurance Law ss.1216) The directors and officers of Equitable Life are insured under policies issued by Lloyd's of London, X.L. Insurance Company and ACE Insurance Company. The annual limit of such policies is $100 million, and the policies insure the officers and directors against certain liabilities arising out of their conduct in such capacities. (b) Principal Underwriter: To the extent permitted by law of the State of New York and subject to all applicable requirements thereof, Equico Securities, Inc. (now AXA Advisors, LLC), undertook to indemnify each of its directors and officers who is made or threatened to be made a party to any action or proceeding, whether civil or criminal, by reason of the fact that he or she is or was a director or officer of Equico. (c) Undertaking: Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. Item 29. Principal Underwriters (a) AXA Advisors, LLC (formerly, EQ Financial Consultants, Inc.), a wholly-owned subsidiary of Equitable is the principal underwriter for Equitable's Separate Account No. 301, Separate Account A, Separate Account I and Separate Account FP. AXA Advisors, LLC's principal business address is 1290 Avenue of the Americas, New York, NY 10104. (b) Set forth below is certain information regarding the directors and principal officers of AXA Advisors, LLC. The business address of the persons whose names are preceded by an asterisk is that of AXA Advisors, LLC. C-29 NAME AND PRINCIPAL POSITIONS AND OFFICES BUSINESS ADDRESS WITH UNDERWRITER (AXA ADVISORS, LLC) - ------------------ ------------------------------------- *Michael S. Martin Chairman of the Board, Chief Executive Officer and Director *Michael F. McNelis President, Chief Operating Officer and Director *Martin J. Telles Executive Vice President and Chief Marketing Officer *Derry E. Bishop Executive Vice President and Director *Harvey E. Blitz Executive Vice President and Director G. Patrick McGunagle Executive Vice President and Director *Michael J. Laughlin Director *Richard V. Silver Director *Mark R. Wutt Director Edward J. Hayes Executive Vice President 200 Plaza Drive Secaucus, NJ 07096 *Craig A. Junkins Executive Vice President *Peter D. Noris Executive Vice President *Mark A. Silberman Senior Vice President and Chief Financial Officer Stephen T. Burnthall Senior Vice President 6435 Shiloh Road Suite A Alpharetta, GA 30005 Richard Magaldi Senior Vice President 6435 Shiloh Road Suite A Alpharetta, GA 30005 *Donna M. Dazzo First Vice President *Robin K. Murray First Vice President James Bodowitz Vice President and Counsel *Michael Brzozowski Vice President and Compliance Director *Mark D. Godolsky Vice President and Controller *Linda J. Galasso Secretary Francesca Divone Assistant Secretary (c) Not applicable. C-30 SIGNATURES As required by the Securities Act of 1933, the Registrant certifies that it meets the requirements of Securities Act Rule 485(b) for effectiveness of this amendment to the Registration Statement and has caused this amendment to the Registration Statement to be signed on its behalf, in the City and State of New York, on the 25th day of October, 1999. THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES (Registrant) By: The Equitable Life Assurance Society of the United States By: /s/ Maureen K. Wolfson ------------------------------------ Maureen K. Wolfson Vice President C-31 Item 30. Location of Accounts and Records The Equitable Life Assurance Society of the United States 135 West 50th Street New York, New York 10020 1290 Avenue of the Americas New York, New York 10104 200 Plaza Drive Secaucus, New Jersey 07094 Item 31. Management Services Not applicable. Item 32. Undertakings The Registrant hereby undertakes: (a) to file a post-effective amendment to this registration statement as frequently as is necessary to ensure that the audited financial statements in the registration statement are never more than 16 months old for so long as payments under the variable annuity contracts may be accepted; (b) to include either (1) as part of any application to purchase a contract offered by the prospectus, a space that an applicant can check to request a Statement of Additional Information, or (2) a postcard or similar written communication affixed to or included in the prospectus that the applicant can remove to send for a Statement of Additional Information; (c) to deliver any Statement of Additional Information and any financial statements required to be made available under this Form promptly upon written or oral request. C-32 SIGNATURES As required by the Securities Act of 1933, the Depositor has caused this Registration Statement to be signed on its behalf, in the City and State of New York, on the 25th day of October, 1999. THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES (Depositor) By: /s/ Maureen K. Wolfson ------------------------------------ Maureen K. Wolfson Vice President As required by the Securities Act of 1933 this amendment to the registration statement has been signed by the following persons in the capacities and on the date indicated: PRINCIPAL EXECUTIVE OFFICERS: *Edward D. Miller Chairman of the Board, Chief Executive Officer and Director *Michael Hegarty President, Chief Operating Officer and Director PRINCIPAL FINANCIAL OFFICER: *Stanley B. Tulin Vice Chairman of the Board, Chief Financial Officer and Director PRINCIPAL ACCOUNTING OFFICER: *Alvin H. Fenichel Senior Vice President and *DIRECTORS: Francoise Colloc'h Norman C. Francis George T. Lowy Henri de Castries Donald J. Greene Edward D. Miller Joseph L. Dionne John T. Hartley Didier Pineau-Valencienne Denis Duverne John H.F. Haskell, Jr. George J. Sella, Jr. William T. Dionne Michael Hagarty Peter J. Tobin Jean-Rene Fourtou Mary R. (Nina) Henderson Stanley B. Tulin W. Edwin Jarmain Dave H. Williams */s/ Maureen K. Wolson - ------------------------------- Maureen K. Wolson Attorney-in-Fact October 25, 1999 C-33 EXHIBIT INDEX EXHIBIT NO. PAGE NO. - ----------- -------- 1(c) Action regarding the establishment of Separate Account 206. 10(d) Consent of PricewaterhouseCoopers LLP. 10(f) Powers of Attorney. C-34 EX-1.(C) 2 ESTABLISHMENT OF SEPARATE ACCOUNT 206 April 6, 1999 ESTABLISHMENT OF SEPARATE ACCOUNT NO. 206 Pursuant to the authority granted to me by Resolution Nos. 21-69, B46-70, B42-84 and B57-91, adopted by the Board of Directors of The Equitable Life Assurance Society of the United States I hereby establish Separate Account No. 206 ("SA 206") as a funding medium for the retirement plans and trusts of the American Dental Association Members Program, the assets of the SA 206 to be invested at all times primarily in shares of a mutual fund selected by a committee of the Separate Account. Furthermore, pursuant to the authority granted to me by the above mentioned Resolutions, I hereby authorize the creation of a committee of the Separate Account, the members of which will be designated by the Trustees of the American Dental Association Members Retirement Trust and the Trustees of the American Dental Association Pooled Trust for Retirement Plans, such committee to have the powers set forth in Resolution No. B57-91. /s/ Peter D. Noris --------------------------------------- Peter D. Noris Executive Vice President and Chief Investment Officer EX-10.(D) 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the use in the Statement of Additional Information constituting part of this Post Effective Amendment No. 1 to the Registration Statement File No. 333-77117 on Form N-4 (the "Registration Statement") of (1) our reports dated February 8, 1999 relating to the financial statements of Separate Account Nos. 4, 191 and 200 of The Equitable Life Assurance Society of the United States for the year ended December 31, 1998; (2) our reports dated February 12, 1999 relating to the financial statements of Separate Account Nos. 8 and 30 of The Equitable Life Assurance Society of the United States for the year ended December 31, 1998; and (3) our report dated February 8, 1999 relating to the consolidated financial statements of The Equitable Life Assurance Society of the United States for the year ended December 31, 1998, which reports appear in such Statement of Additional Information, and to the incorporation by reference of our reports into the Prospectus which constitutes part of this Registration Statement. We also consent to the use in the Prospectus Supplement constituting part of this Registration Statement of our report dated February 8, 1999 relating to the financial statements of Separate Account No. 4 of The Equitable Life Assurance Society of the United States for the year ended December 31, 1998, which report appears in such Prospectus Supplement. We also consent to the references to us under the headings "Appendix I: Condensed Financial Information" and "About our independent Accountants" in the Prospectus. PricewaterhouseCoopers LLP New York, New York October 25, 1999 EX-10.F 4 POWER OF ATTORNEY POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or Director of The Equitable Life Assurance Society of the United States (the "Company"), a New York stock life insurance company, hereby constitutes and appoints, Mark A. Hug, James D. Goodwin, Pauline Sherman, Michael F. McNelis, Naomi J. Weinstein, Maureen K. Wolfson, Mildred Oliver, Mary P. Breen and each of them (with full power to each of them to act alone), his or her true and lawful attorney-in-fact and agent, with full power of substitution to each, for him or her and on his or her behalf and in his or her name, place and stead, to execute and file any of the documents referred to below relating to registrations under the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment Company Act of 1940 with respect to any insurance or annuity contracts or other agreements providing for allocation of amounts to Separate Accounts of the Company, and related units or interests in Separate Accounts: registration statements on any form or forms under the Securities Act of 1933 and the Investment Company Act of 1940 and annual reports on any form or forms under the Securities Exchange Act of 1934, and any and all amendments and supplements thereto, with all exhibits and all instruments necessary or appropriate in connection therewith, each of said attorneys-in-fact and agents and his, her or their substitutes being empowered to act with or without the others, and to have full power and authority to do or cause to be done in the name and on behalf of the undersigned each and every act and thing requisite and necessary or appropriate with respect thereto to be done in and about the premises in order to effectuate the same, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may do or cause to be done by virtue hereof. IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand this 11th day of August, 1999. /s/ Alvin H. Fenichel ------------------------------ Alvin H. Fenichel -----END PRIVACY-ENHANCED MESSAGE-----