-----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, ADKPUzCiiHSNYXcdOVRbEJvXK1VGd896yNLfCbnOottBbtT7OuNZIq5wyzfPa0dJ zwBs5IFmWZLnHR8V41fyZg== /in/edgar/work/0000771726-00-500028/0000771726-00-500028.txt : 20001121 0000771726-00-500028.hdr.sgml : 20001121 ACCESSION NUMBER: 0000771726-00-500028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001117 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: [6311 ] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-11166 FILM NUMBER: 772815 BUSINESS ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 BUSINESS PHONE: 2125541234 MAIL ADDRESS: STREET 1: 1290 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10104 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 8-K 1 0001.txt AXF - SALE OF DLJ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: November 17, 2000 Date of earliest event reported: November 3, 2000 THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES - -------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 0-25280 13-5570651 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 1290 Avenue of the Americas New York, New York 10104 - --------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) (212) 554-1234 ---------------------------- (Registrant's telephone number, including area code) None - -------------------------------------------------------------------------------- (Former name or address, if changed since last report) ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On November 3, 2000, The Equitable Life Assurance Society of the United States (the "Registrant") completed the previously announced sale of all of the outstanding shares of common stock of the series designated Donaldson, Lufkin & Jenrette, Inc.--DLJ Common Stock, par value $.10 per share (the "Shares"), of Donaldson, Lufkin & Jenrette, Inc., a Delaware corporation ("DLJ"), owned by it, to Credit Suisse Group, a corporation organized under the laws of Switzerland ("CSG"), as reported in the Registrant's Form 10-Q for the period ended September 30, 2000. The sale was completed pursuant to the Stock Purchase Agreement, dated as of August 30, 2000, among CSG, AXA, AXA Financial, Inc. ("AXF"), AXA Participations Belgium ("AXA Belgium") and the Registrant (as amended on October 6, 2000, the "Agreement"). The terms of the Agreement were determined by arm's length negotiations between CSG, AXA, which is the indirect parent company of the Registrant, AXF, AXA Belgium and the Registrant. According to the terms of the Agreement, the Registrant, together with AXF, received approximately $2.3 billion in cash and approximately 25 million registered shares, nominal value CHF 20 per share, of CSG in consideration for approximately 88.6 million Shares owned by the Registrant and AXF. The Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2.1, is incorporated by reference in this response to Item 2. An amendment to the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2.2, is also incorporated by reference in this response to Item 2. Henri Hottinguer, a member of the Supervisory Board of AXA, is a Chairman of the Supervisory Board of Credit Suisse Hottinguer Paris, an indirect subsidiary of CSG. Credit Suisse Hottinguer Paris made two personal loans in the aggregate amount of Euro 657,000 to Denis Duverne, a director of the Registrant, in December of 1999. The full amounts of the loans remain outstanding and are subject to interest at the rates of 50 basis points over LIBOR and 55 basis points over LIBOR, respectively. Other than the relationships referred to in the two immediately preceding sentences, there are no material relationships between the Registrant and CSG or any of their respective directors, officers or affiliates. 2 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Pro forma condensed consolidated financial information at September 30,2000 and for the nine months ended September 30, 2000 and the year ended December 31, 1999 of the Registrant reflecting the sale of DLJ is attached hereto as Exhibit 99.1. (c) Exhibits 2.1 Stock Purchase Agreement, dated as of August 30, 2000, among CSG, AXA, AXF, AXA Belgium and the Registrant (incorporated by reference to AXF's Current Report on 8-K filed on November 14, 2000). 2.2 Letter Amendment, dated as of October 6, 2000, to Stock Purchase Agreement, among CSG, AXA, AXF, AXA Belgium and the Registrant (incorporated by reference to AXF's Current Report on 8-K filed on November 14, 2000). 99.1 Pro Forma Condensed Consolidated Financial Information at September 30, 2000 and for the nine months ended September 30, 2000 and year ended December 31, 1999. 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES Date: November 17, 2000 By: /s/ Kevin R. Byrne ------------------------ Name: Kevin R. Byrne Title: Senior Vice President and Treasurer (Duly Authorized Officer) 4 Exhibit Index Exhibit Exhibit Number Description ------- ----------- 2.1 Stock Purchase Agreement, dated as of August 30, 2000, among CSG, AXA, AXF, AXA Belgium and the Registrant (incorporated by reference to AXF's Current Report on 8-K filed on November 14, 2000). 2.2 Letter Amendment, dated as of October 6, 2000, to Stock Purchase Agreement, among CSG, AXA, AXF, AXA Belgium and the Registrant (incorporated by reference to AXF's Current Report on 8-K filed on November 14, 2000). 99.1 Pro Forma Condensed Consolidated Financial Information at September 30, 2000 and for the nine months ended September 30, 2000 and year ended December 31, 1999. 5 EX-99.1 2 0002.txt CONSOLIDATED FINANCIAL STATEMENTS EXHIBIT 99.1 PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION The pro forma adjustments presented in the condensed consolidated balance sheet that follows reflect the Company's sale of its 28.4% interest in DLJ to Credit Suisse Group on a pro forma basis as if the transaction had occurred on September 30, 2000. The Company received $1.05 billion in cash and $2.19 billion in Credit Suisse Group common stock for its shareholdings in DLJ. Credit Suisse Group repurchased $530.2 million of its common stock from the Company at closing. The Company estimates the gain on the DLJ sale at $1.10 billion (net of $868.2 million in taxes, including the $186.3 million recorded in third quarter 2000). The Company's book value of its investment in DLJ at September 30, 2000 was $1.28 billion. The Company has historically reflected its investment in DLJ using the equity method of accounting. If the sale of DLJ had occurred on January 1, 1999, the Company would not have reported the equity interest in the earnings of DLJ of $139.1 million and $183.0 million in its statements of earnings for the nine months ended September 30, 2000 and the year ended December 31, 1999, respectively. In the 2000 period, the incremental tax charge of $186.3 million would also have been eliminated. Giving effect to these adjustments, the Company's pro forma earnings from continuing operations would have been $601.2 million and $595.5 million for the nine months ended September 30, 2000 and the year ended December 31, 1999, respectively. -1-
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED) THE COMPANY PRO FORMA ADJUSTMENTS THE COMPANY AT SEPTEMBER 30, 2000 HISTORICAL DEBIT CREDIT PRO FORMA - ------------------------------------ --------------- -------------- ---------------- ----------------- (IN MILLIONS) ASSETS Investments: Fixed maturities: Available for sale, at estimated fair value....................... $ 16,745.5 $ 16,745.5 Held to maturity, at amortized costs............................ 140.1 140.1 Mortgage loans on real estate....... 3,078.2 3,078.2 Equity real estate.................. 997.4 997.4 Policy loans........................ 2,473.9 2,473.9 Other equity investments............ 860.6 $ 2,194.0(1) $ 530.2(2) 2,524.4 Investment in and loans to affiliates........................ 1,366.8 1,278.9(1) 87.9 Other invested assets............... 2,632.2 2,632.2 --------------- ------------- --------------- ---------------- Total investments............. 28,294.7 2,194.0 1,809.1 28,679.6 Cash and cash equivalents........... 213.3 1,050.4(1) 1,793.9 530.2(2) Deferred policy acquisition costs............................. 4,325.3 4,325.3 Other assets........................ 6,062.0 6,062.0 Closed Block assets................. 8,720.7 8,720.7 Separate Accounts assets............ 55,778.6 55,778.6 --------------- ------------- -------------- ----------------- Total Assets.................. $ 103,394.6 $ 3,774.6 $ 1,809.1 $ 105,360.1 =============== ============= ============== ================= LIABILITIES Policyholders' account balances..... $ 20,068.1 $ 20,068.1 Future policy benefits and other policyholders liabilities... 4,924.1 4,924.1 Short-term and long-term debt....... 1,897.6 1,897.6 Other liabilities................... 5,144.9 $ 681.9(1) 5,826.8 Closed Block liabilities............ 9,085.3 9,085.3 Separate Account liabilities........ 55,690.2 55,690.2 --------------- ------------- -------------- ----------------- Total liabilities............. 96,810.2 681.9 97,492.1 --------------- ------------- -------------- ----------------- SHAREHOLDER'S EQUITY Common stock, $1.25 par value, 2.0 million authorized, issued and outstanding................... 2.5 2.5 Capital in excess of par value...... 3,974.8 3,974.8 Retained earnings................... 2,898.3 1,283.6(1) 4,181.9 Accumulated other comprehensive loss............... (291.2) (291.2) --------------- -------------- -------------- ----------------- Total shareholder's equity.... 6,584.4 1,283.6 7,868.0 --------------- -------------- -------------- ----------------- Total Liabilities and Shareholder's Equity............. $ 103,394.6 $ 1,965.5 $ 105,360.1 =============== ============== ============== =================
(1) Reflects the receipt of the $2.19 billion in Credit Suisse Group common stock and the $1.05 billion in cash upon the sale of the Company's $1.28 billion investment in DLJ, along with the incremental tax liability of $681.9 million and the net gain reported in retained earnings. (2) Reflects the sale of $530.2 million of Credit Suisse Group common stock back to the Credit Suisse Group. -2- -----END PRIVACY-ENHANCED MESSAGE-----