-----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, VcMFx8ku/yNxeMFQG9cnLIKmhapNhArD/5r7P+794G2ukGa1NQzG3vinPod221wY +bKz7UHdwoC9TYTQH33r7Q== 0000912057-00-054865.txt : 20001228 0000912057-00-054865.hdr.sgml : 20001228 ACCESSION NUMBER: 0000912057-00-054865 CONFORMED SUBMISSION TYPE: SC 14D9/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20001227 SUBJECT COMPANY: 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 14D9/A SEC ACT: SEC FILE NUMBER: 005-42550 FILM NUMBER: 796344 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 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 14D9/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 14D9/A 1 a2034074zsc14d9a.txt 14D9/A - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 1) ------------------ AXA FINANCIAL, INC. (Name of Subject Company) AXA FINANCIAL, INC. (Name of Person Filing Statement) ------------------------ COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 002451102 (CUSIP Number of Class of Securities) ------------------------ ROBERT E. GARBER EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL AXA FINANCIAL, INC. 1290 AVENUE OF THE AMERICAS NEW YORK, NEW YORK 10104 (212) 554-1234 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person Filing Statement) ------------------------ COPY TO: MICHAEL W. BLAIR, ESQ. DEBEVOISE & PLIMPTON 875 THIRD AVENUE NEW YORK, NEW YORK 10022 (212) 909-6000 ------------------------ / / CHECK THE BOX IF THE FILING RELATES SOLELY TO PRELIMINARY COMMUNICATIONS MADE BEFORE THE COMMENCEMENT OF A TENDER OFFER. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- THIS AMENDMENT NO. 1 IS REFILED EXCLUSIVELY TO INDICATE IN TYPED FORM THE REQUIRED SIGNATURE. This Amendment No. 1 amends the Solicitation/Recommendation Statement on Schedule 14D-9 (the "Statement") initially filed on November 28, 2000 by AXA Financial, Inc., a Delaware company (the "Company"), relating to the joint offer by AXA, a SOCIETE ANONYME organized under the laws of The Republic of France ("AXA") and AXA Merger Corp., a Delaware corporation and a wholly owned subsidiary of AXA (together with AXA, the "Purchasers"), to exchange 0.295 of an American Depositary Share of AXA, and $35.75 in cash, without interest, for each of the issued and outstanding share of common stock, par value $.01 per share, of the Company (the "Shares"), other than Shares owned by AXA and its subsidiaries and Shares held in treasury by the Company, upon the terms and subject to the conditions set forth in the Purchasers' prospectus dated November 21, 2000 (the "Exchange Offer"). ITEM 8. ADDITIONAL INFORMATION. Item 8 of the Statement is hereby amended and supplemented by the addition of the following paragraph at the end thereof: "The Exchange Offer expired at 12:00 midnight, New York City time, on Friday, December 22, 2000. Approximately 143,798,170 Shares were validly tendered, including approximately 27,116,880 Shares tendered pursuant to notice of guaranteed delivery. The tendered Shares correspond to approximately 82% of the publicly held Shares. The Purchasers have accepted all such Shares for payment. Payment for the validly tendered Shares will be made promptly through First Chicago Trust Company of New York, the exchange agent for the Exchange Offer. After payment for the tendered Shares, AXA and its subsidiaries, including AXA Merger Corp., will increase their ownership from approximately 60% to approximately 93% of the issued and outstanding Shares. As described in the prospectus for the Exchange Offer, the Purchasers will provide a subsequent offering period. The subsequent offering period has begun today at 9:00 a.m. New York City time and will expire at 12:00 midnight, New York City time, on Friday, December 29, 2000. During this subsequent offering period, Shares will be accepted and promptly paid for as they are tendered. The same per Share consideration paid during the initial offering period is extended through the subsequent offering period. Shares that are tendered during the subsequent offering period may not be withdrawn. As described in the prospectus for the Exchange Offer, following the subsequent offering period, AXA intends to cause AXA Merger Corp. to merge with and into the Company. In the merger, the remaining public shareholders of the Company would receive the same per share consideration that they would have received in the Exchange Offer, subject to the exercise of appraisal rights under Delaware law. It is currently anticipated that the merger transaction will be completed on or about January 2, 2001. When the merger is completed, the Company will be wholly owned by AXA." A press release announcing the results of the Exchange Offer is included herein as Exhibit (a)(19) hereto. ITEM 9. MATERIAL TO BE FILED AS EXHIBITS. Item 9 of the Statement is hereby amended and supplemented to include the following additional exhibits:
EXHIBIT NO. DESCRIPTION - --------------------- ----------- (a)(19) Text of press release issued by AXA and the Company, dated December 26, 2000 (incorporated by reference to exhibit (a)(5)(q) to Amendment No. 3 to the Schedule TO and Schedule 13E-3 filed with the SEC under cover of Schedule TO by the Purchasers and the
Company on December 26, 2000).
2 SIGNATURE After due 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. AXA FINANCIAL, INC. By: /s/ KEVIN R. BYRNE ----------------------------------------- Name: Kevin R. Byrne Title: SENIOR VICE PRESIDENT AND TREASURER
Dated: December 26, 2000 3 -----END PRIVACY-ENHANCED MESSAGE-----