8-K 1 e7967.txt UNITED STATES 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): March 8, 2006 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: / / 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On March 8, 2006, the Audit Committee (the "AllianceBernstein Committee") of the Board of Directors of AllianceBernstein Corporation engaged PricewaterhouseCoopers LLP ("PwC") as the independent registered public accountant to audit the financial statements of AllianceBernstein Holding L.P. and the consolidated financial statements of AllianceBernstein L.P. (together with AllianceBernstein Holding L.P., the "Partnerships") for the year ending December 31, 2006. Accordingly, on March 8, 2006, the AllianceBernstein Committee dismissed KPMG LLP ("KPMG") as independent registered public accountant of the Partnerships. AllianceBernstein Corporation is an indirect wholly owned subsidiary of AXA Financial, Inc. ("AXA Financial") and the general partner of each of the Partnerships. As of December 31, 2005 and as of the date of this report, AXA Financial and its subsidiaries held a majority of the outstanding economic interests of AllianceBernstein, L.P. PwC has been engaged as the independent registered public accountant to AXA Financial, Inc. since 1993 and was recently engaged by the Audit Committee of the Board of Directors of AXA Financial to audit the consolidated financial statements of AXA Financial and its subsidiaries for the year ending December 31, 2006. It is contemplated that PwC's report on the consolidated financial statements of AXA Financial and its subsidiaries at December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005 to be included in AXA Financial's annual report on Form 10-K for the fiscal year ended December 31, 2005 (the "AXF 2005 Form 10-K") will state that PwC did not audit the financial statements of the Partnerships as of and for the year ended December 31, 2005, that such financial statements were audited by other auditors whose reports thereon have been furnished to PwC and that PwC's opinion expressed therein, insofar as it relates to the amounts included for the Partnerships, is based solely on the reports of such other auditors. It is also contemplated that KPMG's report dated February 24, 2006 on the consolidated financial statements of the Partnerships as of December 31, 2005 and 2004 and for each of the three years in the three-year period ended December 31, 2005 will be included, with the consent of KPMG, in the AXF 2005 Form 10-K. As a result of AllianceBernstein Corporation's engagement of PwC to audit the financial statements of the Partnerships for the year ending December 31, 2006 and the dismissal of KPMG as independent registered public accountant of the Partnerships described above, it is contemplated that PwC reports on the consolidated financial statements of AXA Financial and its subsidiaries in respect of periods after December 31, 2005 issued after the filing of the AXF 2005 Form 10-K will not state that such reports, to the extent they include amounts for the Partnerships, are based on the reports of other auditors. However, it is expected that future filings with the Securities and Exchange -2- Commission that include the consolidated financial statements of AXA Financial and its subsidiaries as of and for the year ended December 31, 2005 will be accompanied by the report of KPMG on the consolidated financial statements of the Partnerships as of and for the year ended December 31, 2005. KPMG's reports on the Partnerships' respective financial statements for the fiscal years ended December 31, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. KPMG's audit reports on management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004 and 2005 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of fiscal years ended December 31, 2004 and 2005 and through the interim date of March 8, 2006, neither AXA Financial nor the Partnerships had any disagreements with KPMG on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their reports on the financial statements of the Partnerships for such years. During the fiscal years ended December 31, 2004 and 2005 and through March 8, 2006, the Partnerships had no "reportable events" (as defined in Regulation S-K, Item 304(a)(1)(v)). The Partnerships have requested KPMG to furnish AXA Financial with a letter addressed to the U.S. Securities and Exchange Commission indicating its concurrence with the above statements. A copy of KPMG's letter, dated March 13, 2006, is filed as Exhibit 16.1 to this Form 8-K. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBIT NUMBER EXHIBIT DESCRIPTION 16.1 Letter of KPMG LLP dated March 13, 2006 addressed to the Securities and Exchange Commission -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. AXA FINANCIAL, INC. Date: March 13, 2006 By: /s/ Alvin H. Fenichel ------------------------- Name: Alvin H. Fenichel Title: Senior Vice President and Controller -4-