-----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, D2cbPVypiHjRB8YniWRLl/cTlJIZd1FUgrs+/8QXKcap+rCNV3/mngTizIo+6LkW xLiLw2LtVdYnkK+8V/xq4Q== 0000888002-00-000098.txt : 20000215 0000888002-00-000098.hdr.sgml : 20000215 ACCESSION NUMBER: 0000888002-00-000098 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000214 GROUP MEMBERS: ALLIANCE CAPITAL MANAGEMENT L.P. 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: AXA FINANCIAL INC GROUP MEMBERS: DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NETWORKS ASSOCIATES INC/ CENTRAL INDEX KEY: 0000890801 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 770316593 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-54703 FILM NUMBER: 538447 BUSINESS ADDRESS: STREET 1: 3963 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 BUSINESS PHONE: 4083463832 MAIL ADDRESS: STREET 1: 3963 FREEDOM CIRCLE CITY: SANTA CLARA STATE: CA ZIP: 95054 FORMER COMPANY: FORMER CONFORMED NAME: MCAFEE ASSOCIATES INC DATE OF NAME CHANGE: 19930328 FILED BY: 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: 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 FORMER COMPANY: FORMER CONFORMED NAME: EQUITABLE COMPANIES INC DATE OF NAME CHANGE: 19950721 SC 13G/A 1 SCHEDULE 13G Page 1 of 13 Pages UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO.3)* NETWORKS ASSOCS INC ------------------------------------------------------ (NAME OF ISSUER) COM ----------------------------------------------------- (TITLE OF CLASS OF SECURITIES) 640938106 ----------------------------------------------------- (CUSIP NUMBER) December 31, 1999 ----------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: X Rule 13d-1(b) Rule 13d-1(c) 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. 640938106 13G Page 2 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances I.A.R.D. Mutuelle 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 5. SOLE VOTING POWER 247,434 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 41,400 December 31, 1999 BY EACH 7. SOLE DISPOSITIVE POWER 386,658 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 66,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,713 (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 0.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 640938106 13G Page 3 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Assurances Vie Mutuelle 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 5. SOLE VOTING POWER 247,434 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 41,400 December 31, 1999 BY EACH 7. SOLE DISPOSITIVE POWER 386,658 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 66,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,713 (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 0.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 640938106 13G Page 4 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Conseil Vie Assurance Mutuelle 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 5. SOLE VOTING POWER 247,434 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 41,400 December 31, 1999 BY EACH 7. SOLE DISPOSITIVE POWER 386,658 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 66,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,713 (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 0.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 640938106 13G Page 5 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Courtage Assurance Mutuelle 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 5. SOLE VOTING POWER 247,434 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 41,400 December 31, 1999 BY EACH 7. SOLE DISPOSITIVE POWER 386,658 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 66,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,713 (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 0.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 640938106 13G Page 6 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA 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 5. SOLE VOTING POWER 247,434 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 41,400 December 31, 1999 BY EACH 7. SOLE DISPOSITIVE POWER 386,658 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 66,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,713 (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 0.3% 12. TYPE OF REPORTING PERSON * IC * SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP NO. 640938106 13G Page 7 of 13 Pages 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON AXA Financial, Inc. 13-3623351 (formerly known as The Equitable Companies Incorporated) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ] (B) [X] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION State of Delaware NUMBER OF SHARES 5. SOLE VOTING POWER 247,434 BENEFICIALLY OWNED AS OF 6. SHARED VOTING POWER 41,400 December 31, 1999 BY EACH 7. SOLE DISPOSITIVE POWER 386,658 REPORTING PERSON WITH: 8. SHARED DISPOSITIVE POWER 66,055 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 452,713 (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 0.3% 12. TYPE OF REPORTING PERSON * HC * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1(a) Name of Issuer: Page 8 of 13 Pages NETWORKS ASSOCS INC Item 1(b) Address of Issuer's Principal Executive Offices: ----------------------------------------------- 3965 Freedon Circle Santa Clara, CA 95054 Item 2(a) and (b) Name of Person Filing and Address of Principal Business Office: AXA Conseil Vie Assurance 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 9 Place Vendome 75001 Paris France AXA Financial, Inc. (formerly known as The Equitable Companies Incorporated) 1290 Avenue of the Americas New York, New York 10104 (Please contact Patrick Meehan at (212) 314-5644 with any questions.) Page 9 of 13 Pages Item 2(c) Citizenship: Mutuelles AXA and AXA - France AXA Financial, Inc. - Delaware Item 2(d) Title of Class of Securities: COM Item 2(e) CUSIP Number: 640938106 Item 3. Type of Reporting Person: AXA Financial, Inc. as a parent holding company, in accordance with 240.13d-1(b)(ii)(G) The Mutuelles AXA, as a group, acting as a parent holding company. AXA as a parent holding company. Page 10 of 13 Pages Item 4. Ownership as of December 31, 1999: (a) Amount Beneficially Owned: 452,713 shares of common stock beneficially owned including:
No. of Shares --------------- The Mutuelles AXA, as a group 0 AXA 0 AXA Entity or Entities: AXA Financial, Inc. 0 Subsidiaries: Alliance Capital Management L.P. acquired solely for investment purposes on behalf of client discretionary investment advisory accounts: Common Stock 551,278 Shares which may be acquired/(disposed of) upon exercise of options -250,000 301,278 ---------- Donaldson, Lufkin & Jenrette Securities Corporation held for investment purposes: Common Stock 66,855 Shares which may be acquired/(disposed of) upon exercise of options -800 Shares issuable upon conversion of Convertible Debentures 85,380 151,435 ---------- ----------- Total 452,713 =========== 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 any securities covered by this Schedule 13G. Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent decisions. (b) Percent of Class: 0.3% ===========
ITEM 4. Ownership as of 12/31/1999(CONT.) Page 11 of 13 Pages (c) Deemed Voting Power and Disposition Power:
(i) (ii) (iii) (iv) Deemed Deemed Deemed Deemed to have to have to have to have Sole Power Shared Power Sole Power Shared Power to Vote to Vote to Dispose to Dispose or to or to or to or to Direct Direct Direct the Direct the the Vote the Vote Disposition Disposition ----------- ----------- ------------ ------------ The Mutuelles AXA, as a group 0 0 0 0 AXA 0 0 0 0 AXA Entity or Entities: NONE AXA Financial, Inc 0 0 0 0 Subsidiaries: Alliance Capital Management L.P. 162,054 41,400 301,278 0 Donaldson, Lufkin & Jenrette Securities Corporation 85,380 0 85,380 66,055 ------------ ------------ ------------ ------------ TOTAL 247,434 41,400 386,658 66,055 ============ ============ ============ ============ Each of the above subsidiaries of AXA Financial, Inc. operates under independent management and makes independent voting and investment decisions.
Page 12 of 13 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. (X) 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 AXA Financial, Inc.; AXA, which beneficially owns a majority interest in AXA Financial, Inc.; 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 AXA Financial, Inc.'s capacity as a parent holding company with respect to the holdings of its following subsidiaries: (X) Alliance Capital Management L.P. (13-3434400), an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. (X) Donaldson, Lufkin & Jenrette Securities Corporation (13-2741729), a broker-dealer registered under Section 15 of the Securities and Exchange Act of 1934 and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940. Page 13 of 13 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: February 10, 2000 AXA FINANCIAL, INC.* /s/ 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 AXA Financial, Inc., 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 JOINT FILING AGREEMENT 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: February 10, 2000 AXA Financial, Inc. 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) -----END PRIVACY-ENHANCED MESSAGE-----