-----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, M/eeghXSxgv3aY0ytOhw2vOq2Q/qRJiM6xf5JQ6vA/g4hkzsFLyVDDQ5fx+X7oR1 y1sQAz3FQx1pMQQoXbDPuA== 0000888002-99-000249.txt : 19990329 0000888002-99-000249.hdr.sgml : 19990329 ACCESSION NUMBER: 0000888002-99-000249 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990326 GROUP MEMBERS: AXA GROUP MEMBERS: AXA ASSURANCES I.A.R.D. MUTUELLE GROUP MEMBERS: AXA ASSURANCES VIE MUTUELLE GROUP MEMBERS: AXA CONSEIL VIE ASSURANCE MUTUELLE GROUP MEMBERS: AXA COURTAGE ASSURANCE MUTUELLE GROUP MEMBERS: DLJ CAPITAL INVESTORS, INC. GROUP MEMBERS: DLJ FIRST ESC, L.P. GROUP MEMBERS: DLJ INTERNATIONAL PARTNERS, C.V. GROUP MEMBERS: DLJ LBO PLANS MANAGEMENT CORPORATION GROUP MEMBERS: DLJ MERCHANT BANKING FUNDING, INC. GROUP MEMBERS: DLJ MERCHANT BANKING, INC. GROUP MEMBERS: DLJ MERCHANT BANKING, L.P. GROUP MEMBERS: DLJ OFFSHORE PARTNERS, C.V. GROUP MEMBERS: DLJMB OVERSEAS PARTNERS, C.V. GROUP MEMBERS: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION GROUP MEMBERS: DONALDSON, LUFKIN & JENRETTE, INC. GROUP MEMBERS: EQUITABLE COMPANIES INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TERRA NOVA BERMUDA HOLDING LTD CENTRAL INDEX KEY: 0000935937 STANDARD INDUSTRIAL CLASSIFICATION: FIRE, MARINE & CASUALTY INSURANCE [6331] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-51441 FILM NUMBER: 99574483 BUSINESS ADDRESS: STREET 1: RICHMOND HOUSE 2ND FLOOR STREET 2: 12 PAR-LA-VILLE ROAD CITY: HAMILTON HM 11 BERMU STATE: D0 BUSINESS PHONE: 4112927731 MAIL ADDRESS: STREET 1: RICHMOND HOUSE 2ND FLOOR STREET 2: 12 PAR-LA-VILLE ROAD CITY: HAMILTON HM 11 BERMU STATE: D0 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EQUITABLE COMPANIES 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: SC 13G/A 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 SC 13G/A 1 SCHEDULE 13G Page 1 of 24 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2)* Terra Nova Bermuda Holdings Ltd. ------------------------------------------------- (NAME OF ISSUER) Common Stock ------------------------------------------------- (TITLE OF CLASS OF SECURITIES) G87615103 ------------------------------------------------- (CUSIP NUMBER) December 31, 1998 ------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: Rule 13d-1(b) Rule 13d-1(c) X Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person`s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (CONTINUED ON FOLLOWING PAGE(S)) CUSIP NO. G87615103 13G Page 2 of 24 Pages 1- NAME OF REPORTING PERSON AXA Assurances I.A.R.D. Mutuelle S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3- SEC USE ONLY 4- CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF December 31, 1998 BY EACH REPORTING PERSON WITH 5- SOLE VOTING POWER 0 6- SHARED VOTING POWER 4,924,799 7- SOLE DISPOSITIVE POWER 0 8- SHARED DISPOSITIVE POWER 4,927,629 9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,927,629 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1% 12- TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G87615103 13G Page 3 of 24 Pages 1- NAME OF REPORTING PERSON AXA Assurances Vie Mutuelle S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3- SEC USE ONLY 4- CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF December 31, 1998 BY EACH REPORTING PERSON WITH 5- SOLE VOTING POWER 0 6- SHARED VOTING POWER 4,924,799 7- SOLE DISPOSITIVE POWER 0 8- SHARED DISPOSITIVE POWER 4,927,629 9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,927,629 (Not to be construed as an admission of beneficial ownership) 10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1% 12- TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G87615103 13G Page 4 of 24 Pages 1- NAME OF REPORTING PERSON AXA Conseil Vie Assurance Mutuelle (formerly Alpha Assurances Vie Mutuelle) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3- SEC USE ONLY 4- CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF December 31, 1998 BY EACH REPORTING PERSON WITH 5- SOLE VOTING POWER 0 6- SHARED VOTING POWER 4,924,799 7- SOLE DISPOSITIVE POWER 0 8- SHARED DISPOSITIVE POWER 4,927,629 9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,927,629 (Not to be construed as an admission of beneficial ownership) 10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1% 12- TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G87615103 13G Page 5 of 24 Pages 1- NAME OF REPORTING PERSON AXA Courtage Assurance Mutuelle S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3- SEC USE ONLY 4- CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF December 31, 1998 BY EACH REPORTING PERSON WITH 5- SOLE VOTING POWER 0 6- SHARED VOTING POWER 4,924,799 7- SOLE DISPOSITIVE POWER 0 8- SHARED DISPOSITIVE POWER 4,927,629 9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,927,629 (Not to be construed as an admission of beneficial ownership) 10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1% 12- TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G87615103 13G Page 6 of 24 Pages 1- NAME OF REPORTING PERSON AXA (formerly AXA-UAP) S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3- SEC USE ONLY 4- CITIZENSHIP OR PLACE OF ORGANIZATION France NUMBER OF SHARES BENEFICIALLY OWNED AS OF December 31, 1998 BY EACH REPORTING PERSON WITH 5- SOLE VOTING POWER 0 6- SHARED VOTING POWER 4,924,799 7- SOLE DISPOSITIVE POWER 0 8- SHARED DISPOSITIVE POWER 4,927,629 9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,927,629 (Not to be construed as an admission of beneficial ownership) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1% 12- TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. G87615103 13G Page 7 of 24 Pages 1- NAME OF REPORTING PERSON THE EQUITABLE COMPANIES INCORPORATED S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-3623351 2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [ ] 3- SEC USE ONLY 4- CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES BENEFICIALLY OWNED AS OF December 31, 1998 BY EACH REPORTING PERSON WITH 5- SOLE VOTING POWER 0 6- SHARED VOTING POWER 4,924,799 7- SOLE DISPOSITIVE POWER 0 8- SHARED DISPOSITIVE POWER 4,927,629 9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,927,629 10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 18.1% 12- TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 8 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Donaldson, Lufkin & Jenrette, Inc. 13-1898818 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 4,924,799 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 4,927,629 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,924,799 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 18.1% 12. TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 9 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Donaldson, Lufkin & Jenrette Securities Corporation 13-2741729 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 134,352 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 137,182 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 137,182 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.5% 12. TYPE OF REPORTING PERSON* BD *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 10 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ Capital Investors, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 4,790,447 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 4,790,447 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,790,447 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 17.6% 12. TYPE OF REPORTING PERSON* HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 11 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ Merchant Banking, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 3,282,779 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 3,282,779 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,282,779 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.0% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 12 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ Merchant Banking, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 3,282,779 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 3,282,779 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,282,779 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 12.0% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 13 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ LBO Plans Management Corporation 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 577,678 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 577,678 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 577,678 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% 12 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 14 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ First ESC, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 577.678 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 577,678 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 577,678 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.1% 12 TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 15 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJMB Overseas Partners, C.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 2,183,345 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 2,183,345 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,183,345 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 8.0% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 16 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ International Partners, C.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 1,039,181 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 1,039,181 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,039,181 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.8% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 17 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ Offshore Partners, C.V. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 60,253 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 60,253 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 60,253 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 0.2% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. G87615103 13G Page 18 of 24 Pages 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) DLJ Merchant Banking Funding, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF 5. SOLE VOTING POWER 0 SHARES BENEFICIALLY 6. SHARED VOTING POWER 929,990 OWNED BY EACH 7. SOLE DISPOSITIVE POWER 0 REPORTING PERSON WITH 8. SHARED DISPOSITIVE POWER 929,990 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 929,990 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ] CERTAIN SHARES* 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.4% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a) Name of Issuer: Page 19 of 24 Pages Terra Nova Bermuda Holdings Ltd. Item 1(b) Address of Issuer's Principal Executive Offices: Richmnd House 12 Par-La-Ville Rd. Hamilton HM 11, Bermuda Item 2(a) and 2(b) Name of Person Filing and Address of Principal Business Office: AXA Conseil Vie Assurance Mutuelle (formerly Alpha Assurances Vie Mutuelle) 100-101 Terrasse Boieldieu 92042 Paris La Defense France AXA Assurances I.A.R.D Mutuelle and AXA Assurances Vie Mutuelle 21, rue de Chateaudun 75009 Paris France AXA Courtage Assurance Mutuelle 26, rue Louis le Grand 75002 Paris France as a group (collectively, the 'Mutuelles AXA'). AXA (formerly, AXA-UAP) 9 Place Vendome 75001 Paris France The Equitable Companies Incorporated 1290 Avenue of the Americas New York, New York 10104 Alliance Capital Management L.P. 1345 Avenue of the Americas New york, New York 10105 Donaldson, Lufkin & Jenrette, Inc. Donaldson, Lufkin & Jenrette Securities Corporation DLJ Capital Investors, Inc. DLJ Merchant Banking, Inc. DLJ Merchant Banking, L.P. DLJ LBO Plans Management Corporation DLJ First ESC, L.P. DLJMB Overseas Partners, C.V. DLJ International Partners, C.V. DLJ Offshore Partners, C.V. DLJ Merchant Banking Funding, Inc. 277 Park Avenue, New York, NY 10172. (Please contact Patrick Meehan at (212) 641-8234 with any questions.) Page 20 of 24 Pages Item 2(c) Citizenship: Each of the persons filing this statement is a United States citizen, a corporation or limited partnership organized under the laws of a state of the United States or a trust created or governed under the laws of a state of the United States except as noted below: Mutuelles AXA and AXA - France Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: G87615103 Item 3. Type of Reporting Person: The Equitable Companies HC The Mutuelles AXA, as a group HC AXA HC Alliance Capital Management L.P. IA Donaldson, Lufkin & Jenrette, Inc. HC Donaldson, Lufkin & Jenrette Securities Corporation BD DLJ Capital Investors, Inc. HC DLJ Merchant Banking, Inc. CO DLJ Merchant Banking, L.P. PN DLJ LBO Plans Management Corporation CO DLJ First ESC, L.P. PN DLJMB Overseas Partners, C.V. PN DLJ International Partners, C.V. PN DLJ Offshore Partners, C.V. PN DLJ Merchant Banking Funding, Inc. CO Item 4. Ownership as of December 31, 1998: Page 21 of 24 Pages
Class B Shares (a) Total Class A Convertible Shares Shares into Beneficially (b) Percent Owned Class A Shares Owned of Class (1) The Mutuelles AXA, as a group (2) 4,938,767 18.1% AXA (2) 4,938,767 18.1% The Equitable Companies Incorporated 4,938,767 18.1% Donaldson, Lufkin & Jenrette, Inc. 4,927,629 18.1% Donaldson, Lufkin & Jenrette Securities Corporation 84,878 52,304 137,182 0.5% DLJ Capital Investors, Inc. 4,790,447 17.6% DLJ Merchant Banking, Inc. 3,282,779 12.0% DLJ Merchant Banking, L.P. 3,282,779 12.0% DLJ LBO Plans Management Corporation 577,678 2.1% DLJ First ESC, L.P. 352,816 224,862 577,678 2.1% DLJMB Overseas Partners, C.V. 1,121,517 1,061,828 2,183,345 8.0% DLJ International Partners, C.V. 967,499 71,682 1,039,181 8.0% DLJ Offshore Partners, C.V. 36,797 23,456 60,253 0.2% DLJ Merchant Banking Funding, Inc. 567,905 362,085 929,990 3.4%
(1) Based on 27,162,951 shares outstanding (25,366,734 Class A shares outstanding as reported in the Company's most recent 10-Q report and 1,796,217 Class B shares, which are convertible into Class A shares). (2) Each of the Mutuelles AXA, as a group, and AXA expressly declares that the filing of this Schedule 13G shall not be construed as an admission that it is, for purposes of Section 13(d) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G. ITEM 4. Ownership as of 12/31/98(CONT.) Page 22 of 24 Pages (c) Deemed Voting Power and Disposition Power:
(i) Sole (ii) Shared (iii) Sole power (iv) Shared power to vote power to vote to dispose or to power to dispose or to direct or to direct direct the or to direct the the vote the vote disposition of disposition of The Mutuelles AXA, as a group 0 4,924,799 0 4,927,629 AXA 0 4,924,799 0 4,927,629 The Equitable Companies Incorporated 0 4,924,799 0 4,927,629 Donaldson, Lufkin & Jenrette, Inc. 0 4,924,799 0 4,927,629 Donaldson, Lufkin & Jenrette Securities Corporation 0 134,352 0 137,182 DLJ Capital Investors, Inc. 0 4,790,447 0 4,790,447 DLJ Merchant Banking, Inc. 0 3,282,779 0 3,282,779 DLJ Merchant Banking, L.P. 0 3,282,779 0 3,282,779 DLJ LBO Plans Management Corporation 0 577,678 0 577,678 DLJ First ESC, L.P. 0 577,678 0 577,678 DLJMB Overseas Partners, C.V. 0 2,183,345 0 2,183,345 DLJ International Partners, C.V. 0 1,039,181 0 1,039,181 DLJ Offshore Partners, C.V. 0 60,253 0 60,253 DLJ Merchant Banking Funding, Inc. 0 929,990 0 929,990
(Each of the above subsidiaries of the Equitable Companies operates under independent management and makes independent voting and investment decisions). Page 23 of 24 Pages Item 5. Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ( ) Item 6. Ownership of More than Five Percent on behalf of Another Person. N/A Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reporting on by the Parent Holding Company: This Schedule 13G is being filed by Equitable Companies; AXA, which beneficially owns a majority interest in Equitable Companies; and the Mutuelles AXA, which as a group control AXA: ( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent holding company with respect to the holdings of the following AXA entity or entities; ( ) in AXA's capacity as a parent holding company with respect to the holdings of the following AXA entity or entities: (X) in EQUITABLE COMPANIES capacity as a parent holding company with respect to the holdings of its following subsidiaries: (X) Donaldson, Lufkin & Jenrette, Inc. (X) Donaldson, Lufkin & Jenrette Securities Corporation (X) DLJ Capital Investors, Inc. (X) DLJ Merchant Banking, Inc. (X) DLJ Merchant Banking, L.P. (X) DLJ LBO Plans Management Corporation (X) DLJ First ESC, L.P. (X) DLJMB Overseas Partners, C.V. (X) DLJ International Partners, C.V. (X) DLJ Offshore Partners, C.V. (X) DLJ Merchant Banking Funding, Inc. Page 24 of 24 Pages Item 8. Identification and Classification of Members of the Group. N/A --------------------------------------------------------- Item 9. Notice of Dissolution of Group: N/A ------------------------------ Item 10. Certification: ------------- By signing below I certify that to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. Signature --------- After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: March 26, 1999 THE EQUITABLE COMPANIES INCORPORATED* /s/ Alvin H. Fenichel -------------------------------------------- Alvin H. Fenichel Senior Vice President and Controller *Pursuant to the Joint Filing Agreement with respect to Schedule 13G attached hereto as Exhibit I, among The Equitable Companies Incorporated, AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA, this statement Schedule 13G is filed on behalf of each of them. EX-24 2 POWER OF ATTORNEY EXHIBIT I JOINT FILING AGREEMENT ---------------------- Each of the undersigned hereby agrees that the Schedule 13G filed herewith is filed jointly, pursuant to Rule 13d-1(f)(1) of the Securities Exchange Act of 1934, as amended on behalf of each of them. Dated: March 26, 1999 The Equitable Companies Incorporated BY: /s/ Alvin H. Fenichel ------------------------- Alvin H. Fenichel Senior Vice President and Controller AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle; AXA Conseil Vie Assurance Mutuelle; AXA Courtage Assurance Mutuelle, as a group, and AXA Signed on behalf of each of the above entities BY: /s/ Alvin H. Fenichel ----------------------------------------- Alvin H. Fenichel Attorney-in-Fact (Executed pursuant to Powers of Attorney) Exhibit 1 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENT that DLJ CAPITAL INVESTORS, INC., a Delaware corporation (the "Company"), hereby constitutes and appoints Marjorie White, from the date hereof until such time as this Power of Attorney is revoked in writing, to act as its true and lawful agent and attorney- in-fact with full power and authority, in the name of and on behalf of the Company to execute, consent to, swear to, acknowledge, file, amend and/or modify and deliver one or more filings on Schedule 13-G and any and all subsequent filings made by or on behalf of the Securities and Exchange Commission pursuant to the Securities Act and/or the Securities Exchange Act of 1934, as amended. IN WITNESS WHEREOF, the undersigned has executed this power of attorney this 26th day of March 1999. DLJ CAPITAL INVESTORS, INC. /s/ Marjorie White - - -------------------------------------- by: Marjorie White/Corporate Secretary -----END PRIVACY-ENHANCED MESSAGE-----