-----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, SRdhdzGSG8G1JHtKWWBbkTZEZBcUdc48Rck5P+/dDtkHcnLOKW6T8VoB0XOhXxXz TmP2YXpcLk2esiaHjtpdMA== 0000771726-05-000398.txt : 20050914 0000771726-05-000398.hdr.sgml : 20050914 20050914104906 ACCESSION NUMBER: 0000771726-05-000398 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050914 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050914 DATE AS OF CHANGE: 20050914 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AXA FINANCIAL INC CENTRAL INDEX KEY: 0000888002 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133623351 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11166 FILM NUMBER: 051083663 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 e7564.txt CURRENT REPORT 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 (Date of earliest event reported): September 14, 2005 AXA FINANCIAL, INC. - ------------------------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 1-11166 13-3623351 - ------------------------------------------------------------------------------- (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) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): / / Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On September 14, 2005, AXA Financial, Inc., a Delaware corporation (the "Company"), and Merrill Lynch, Pierce, Fenner & Smith Incorporated, a Delaware corporation ("Merrill Lynch"), entered into a definitive Stock Purchase Agreement, dated as of September 14, 2005 (the "Stock Purchase Agreement"). Pursuant to the Stock Purchase Agreement, Merrill Lynch will purchase from the Company all of the issued and outstanding shares of capital stock of The Advest Group, Inc. ("Advest"), a Delaware corporation and a wholly owned subsidiary of the Company, for $400 million in cash, subject to adjustments in certain circumstances. The Company's estimated post-tax proceeds from the sale will be approximately $297 million. The Company preliminarily estimates that the purchase price will result in a pre-tax gain to the Company of approximately $6 million and a post-tax loss to the Company of approximately $96 million. This transaction reduces the Company's goodwill by approximately $190 million, representing 31% of the total goodwill related to the MONY acquisition in 2004. The sale of Advest is expected to close in the fourth quarter of 2005 and is subject to certain regulatory approvals. ITEM 7.01. REGULATION FD DISCLOSURE. The information provided in connection with Item 7.01 of this report is being furnished pursuant to Regulation FD of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). In accordance with General Instruction B of Form 8-K, the information provided in connection with Item 7.01 of this report shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act. The furnishing of the information set forth in connection with Item 7.01 of this report is not intended to, and does not, constitute a determination or admission as to the materiality or completeness of such information that is required to be disclosed solely by Regulation FD. On September 14, 2005, the Company and Merrill Lynch issued a joint press release announcing the execution of the Stock Purchase Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein solely for purposes of this Item 7.01 disclosure. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (d) Exhibits The following exhibits are filed herewith: 99.1 Joint press release, dated September 14, 2005, of AXA Financial, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated 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. AXA FINANCIAL, INC. Date: September 14, 2005 By: /s/ Kevin R. Byrne --------------------- Name: Kevin R. Byrne Title: Senior Vice President, Chief Investment Officer and Treasurer -2- EXHIBIT INDEX EXHIBIT NUMBER EXHIBIT DESCRIPTION 99.1 Joint press release, dated September 14, 2005, of AXA Financial, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated EX-99.1 2 e7564_ex99-1.txt NEWS Merrill Lynch & Co., Inc. World Headquarters [MERRILL LYNCH LOGO] 4 World Financial Center New York, New York 10080 - -------------------------------------------------------------------------------- Release date: September 14, 2005 For information contact: [AXA LOGO] Merrill Lynch Media Relations: Michael O'Looney (212) 449-7283 michael_olooney@ml.com Erik Hendrickson (212) 449-7293 erik_hendrickson@ml.com [Advest LOGO] Merrill Lynch Investor Relations: Jonathan Blum (866) 607-1234 Investor_Relations@ml.com AXA Financial Media Relations: Mary Taylor (212) 314-5845 Mary.Taylor@axa-financial.com Advest Group Media Relations: Robert Fraleigh (860) 509-2046 Robert.fraleigh@advest.com MERRILL LYNCH AND AXA FINANCIAL ANNOUNCE ADVEST TO BECOME PART OF MERRILL LYNCH Merrill Lynch adds scale by purchasing a high quality regional retail brokerage firm. New York, September 14, 2005 - Merrill Lynch (NYSE: MER) and AXA Financial today announced the execution of a definitive agreement for Merrill Lynch to purchase The Advest Group, Inc., a subsidiary of AXA Financial. Financial terms were not disclosed. The acquisition is scheduled to close in the fourth quarter and is subject to normal regulatory -MORE- approvals. The transaction is expected to be neutral to Merrill Lynch's 2006 earnings and earnings per share and accretive beyond 2006. Advest, based in Hartford, Connecticut, has 1,560 employees and comprises three primary businesses: o Private Client Group (PCG) - has 515 financial advisors located in the Northeast, Midwest and Florida. The Private Client Group includes the New York and Florida-based Lebenthal retail municipal fixed income business. o Boston Advisors - manages $3 billion in balanced, equity and fixed income portfolios for individuals and institutional investors. o Capital Markets Group (CMG) - has a middle-markets and institutional capital markets division including equity, taxable income and municipal capital markets businesses. "We are extremely pleased and look forward to welcoming the Advest financial professionals to Merrill Lynch. With access to our platform, products and services, they will have an even greater number of wealth management tools to better serve their clients. As the industry leader in wealth management, we are committed to growing our private client business and this acquisition is another example of our execution of that strategy," said Robert J. McCann, vice chairman and president of Merrill Lynch's Global Private Client Group. "For years, Advest has been at the cutting edge in providing wealth management and advisory services to our clients," said Daniel J. Mullane, Advest's president and CEO. "With this announcement, we will have the opportunity to expand these capabilities by becoming part of the most stable and robust platform in the industry." "While Advest is an excellent company with a strong reputation in the marketplace, its business is better aligned with Merrill Lynch's Global Private Client Group. This transaction will provide Advest's financial professionals with a more complementary platform for growth. For AXA, this transaction allows us to reinvest in our strong core businesses of life insurance and annuities," said Christopher "Kip" Condron, president and chief executive of AXA Financial. 2 Merrill Lynch is one of the world's leading financial management and advisory companies with offices in 36 countries and total client assets of approximately $1.6 trillion. As an investment bank, it is a leading global underwriter of debt and equity securities and strategic advisor to corporations, governments, institutions and individuals worldwide. Through Merrill Lynch Investment Managers, the company is one of the world's largest managers of financial assets. Firm wide, assets under management total $478 billion. For more information on Merrill Lynch please visit www.ml.com. AXA Financial is one of the premier U.S. organizations providing financial protection and wealth management through its strong brands: AXA Equitable Life Insurance Company, AXA Advisors, LLC, Alliance Capital Management, L.P., Sanford Bernstein & Co., LLC, AXA Distributors, LLC, and the MONY family of companies, including MONY Life Insurance and U.S. Financial Life Insurance. AXA Financial had approximately $598 billion in assets under management as of December 31, 2004. AXA Financial is a member of the global AXA Group. # # # -----END PRIVACY-ENHANCED MESSAGE-----