-----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, WNdUR4pKJlEZprt9nGRKnjOXo+9endXk6gLKhIG92KUENE4bNEitPcIC/M+BdtAb BNQgPsrIfA+7ZInOTM9eMQ== 0000912057-01-000121.txt : 20010122 0000912057-01-000121.hdr.sgml : 20010122 ACCESSION NUMBER: 0000912057-01-000121 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010103 GROUP MEMBERS: AXA GROUP MEMBERS: AXA MERGER CORP. 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 13E3/A SEC ACT: SEC FILE NUMBER: 005-42550 FILM NUMBER: 1501106 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 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 TO-T/A SEC ACT: SEC FILE NUMBER: 005-42550 FILM NUMBER: 1501107 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 CENTRAL INDEX KEY: 0000898427 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 25 AVE MATIGNON CITY: PARIS FRANCE STATE: I0 BUSINESS PHONE: 2125544489 MAIL ADDRESS: STREET 1: 135 WEST 50TH ST 3RD ST STREET 2: 135 WEST 50TH ST 3RD ST CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: AXA UAP DATE OF NAME CHANGE: 19970904 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AXA CENTRAL INDEX KEY: 0000898427 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] STATE OF INCORPORATION: I0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 25 AVE MATIGNON CITY: PARIS FRANCE STATE: I0 BUSINESS PHONE: 2125544489 MAIL ADDRESS: STREET 1: 135 WEST 50TH ST 3RD ST STREET 2: 135 WEST 50TH ST 3RD ST CITY: NEW YORK STATE: NY ZIP: 10020 FORMER COMPANY: FORMER CONFORMED NAME: AXA UAP DATE OF NAME CHANGE: 19970904 SC TO-T/A 1 a2033197zscto-ta.txt AMENDMENT NO. 4 TO SC TO-T - ---------------------------------------------------------------- - ---------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------ AMENDMENT NO. 4 TO SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------ AXA FINANCIAL, INC. (Name of Subject Company (Issuer)) ------------------------------ AXA AXA MERGER CORP. (Names of Filing Persons (Offerors)) ------------------------------ COMMON STOCK, PAR VALUE $.01 PER SHARE (TITLE OF CLASS OF SECURITIES) ------------------------------ 29444G107 (CUSIP NUMBER OF CLASS OF SECURITIES) ------------------------------ ROBERT E. GARBER, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL AXA FINANCIAL, INC. 1290 AVENUE OF THE AMERICAS NEW YORK, NY 10104 TELEPHONE: (212) 554-1234 (Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons) ------------------------------ COPIES TO: CHRISTIANNE BUTTE, ESQ. PETER S. WILSON, ESQ. ROBERT E. SPATT, ESQ. AXA Cravath, Swaine & Moore Simpson Thacher & Bartlett 21, Avenue Matignon 825 Eighth Avenue 425 Lexington Avenue 75008 Paris, France New York, New York 10019 New York, New York 10017 (011 33 1) 40 75 57 00 Telephone: (212) 474-1000 (212) 455-2000
------------------------------ JANUARY 3, 2001 ------------------------------ / / Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: /X/ third-party tender offer subject to Rule 14d-1. / / issuer tender offer subject to Rule 13e-4. /X/ going-private transaction subject to Rule 13e-3. / / amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: /X/ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- AXA, a SOCIETE ANONYME organized under the laws of the Republic of France, AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA ("Merger Sub" and, together with AXA, the "Offerors"), and AXA Financial, Inc. (the "Company") hereby amend and supplement their Combined Tender Offer Statement on Schedule TO and Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Combined Statement") initially filed on November 21, 2000. The Combined Statement relates to the joint exchange offer (the "Offer") by the Offerors to exchange all of the outstanding shares of Common Stock, par value $.01 per share (the "Company Common Stock" or the "Shares"), of the Company, other than Shares held by AXA or any of its subsidiaries or Shares held in treasury by the Company, for 0.295 of an American Depositary Share of AXA and $35.75 net to the seller in cash, without interest thereon, per Share, and to the subsequent merger of Merger Sub with and into the Company (the "Merger"). The terms and conditions of the Offer and the Merger are set forth in the Prospectus dated November 21, 2000 (as amended or supplemented, the "Prospectus"), a copy of which is filed as Exhibit (a)(4) to the Combined Statement. Certain terms and conditions of the Offer are also set forth in the Letter of Transmittal relating to the Offer (including the Instructions thereto which form a part thereof), a copy of which is filed as Exhibit (a)(1)(A) to the Combined Statement (as amended or supplemented, the "Letter of Transmittal"). Capitalized terms used, and not otherwise defined, herein have the meanings assigned thereto in the Prospectus. ITEMS 1 (SUMMARY TERM SHEET), 4 (TERMS OF THE TRANSACTION), 8 (INTEREST IN SECURITIES OF THE SUBJECT COMPANY) AND 11 (ADDITIONAL INFORMATION) Items 1, 4, 8 and 11 are hereby amended and supplemented by adding the following: "The subsequent offering period for the Offer expired, as scheduled, at 12:00 midnight, New York City time, on Friday, December 29, 2000. A total of approximately 4,313,356 Shares were validly tendered and accepted for payment during the subsequent offering period. After giving effect to the acquisition of the Shares tendered in the Offer, including Shares tendered in the subsequent offering period, and prior to the Merger, AXA and its subsidiaries owned approximately 92.4% of the issued and outstanding shares of the Company Common Stock. Following the expiration of the subsequent offering period, Merger Sub was merged with and into the Company, resulting in the Company becoming a wholly owned subsidiary of AXA. As a result of the Merger, which became effective at 5:00 p.m., New York City time, on Tuesday, January 2, 2001, each publicly held Share was converted into the right to receive 0.295 of an AXA ADS and $35.75 in cash without interest, subject to the exercise of appraisal rights under Delaware law. The Company common stock ceased to be traded on the New York Stock Exchange as of the close of business on Tuesday, January 2, 2001. AXA issued 25,804,667 ordinary shares in connection with the Offer and the Merger. The Company's stockholders who hold their stock certificates will receive notice in the mail regarding the process to surrender their shares for the merger consideration or exercise their appraisal rights. The Company's stockholders whose shares are held through banks or brokers will receive information about their holdings from those institutions." ITEM 12. EXHIBITS Item 12 is hereby amended and supplemented by adding the following exhibit that is incorporated herein by reference: (a)(5)(r) Press release issued by AXA on January 3, 2001.
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. SCHEDULE TO AND SCHEDULE 13E-3 AXA By: /s/ GERARD DE LA MARTINIERE ----------------------------------------- Name: Gerard de La Martiniere Title: Chief Financial Officer AXA MERGER CORP. By: /s/ DENIS DUVERNE ----------------------------------------- Name: Denis Duverne Title: President SCHEDULE 13E-3 AXA FINANCIAL, INC. By: /s/ EDWARD D. MILLER ----------------------------------------- Name: Edward D. Miller Title: President and Chief Executive Officer
Date: January 3, 2001 3 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - --------------------- ------------------------------------------------------------ (a)(5)(r) Press release issued by AXA on January 3, 2001.
EX-99.(A)(5)(R) 2 a2034398zex-99_a5r.txt EXHIBIT 99.(A)(5)(R) Exhibit (a)(5)(r) [AXA LOGO] AXA (ticker: AXA, exchange: New York Stock Exchange) News Release - Wednesday, January 3, 2001. AXA COMPLETES ACQUISITION OF MINORITY INTERESTS IN AXA FINANCIAL. PARIS - FRANCE -- AXA (NYSE:AXA) announced today that, following the expiration of the subsequent offering period of its joint exchange offer with its wholly owned subsidiary AXA Merger Corp. for all the publicly held shares of common stock of AXA Financial, Inc. (NYSE:AXF), AXA Merger Corp. was merged with and into AXA Financial, Inc., resulting in AXA Financial, Inc. becoming a wholly owned subsidiary of AXA. As a result of the merger, which became effective at 5:00 p.m., New York City time, on Tuesday, January 2, 2001, each publicly held share of AXA Financial common stock was converted into the right to receive 0.295 of an AXA ADS and $35.75 in cash without interest, subject to the exercise of appraisal rights under Delaware law. The AXA Financial common stock ceased to be traded on the New York Stock Exchange as of the close of business on Tuesday, January 2, 2001. The subsequent offering period for the exchange offer expired, as scheduled, at 12:00 midnight, New York City time, on Friday, December 29, 2000. A total of approximately 4,313,356 shares of AXA Financial common stock were validly tendered and accepted for payment during the subsequent offering period. After giving effect to the acquisition of the shares of AXA Financial common stock tendered in the exchange offer, including shares tendered in the subsequent offering period, and prior to the merger, AXA and its subsidiaries owned approximately 92.4% of the issued and outstanding shares of AXA Financial common stock. AXA issued 25,804,667 ordinary shares in connection with the exchange offer and the merger. AXA Financial stockholders who hold their stock certificates will receive notice in the mail regarding the process to surrender their shares for the merger consideration or exercise their appraisal rights. AXA Financial stockholders whose shares are held through banks or brokers will receive information about their holdings from those institutions. The AXA group is one of the world's largest international insurance and related financial services companies. AXA's operations are diverse geographically, with activities in approximately 60 countries, principally Western Europe, North America and the Asia/Pacific area. In the United States, AXA is represented through its holdings in AXA Financial, Inc. and its subsidiaries: Equitable Life Assurance Society, AXA Advisors, Equitable Distributors and Alliance Capital Management. Investors and security holders are strongly advised to read both the prospectus and the solicitation/recommendation statement regarding the offer and merger referred to in this press release, including any amendments or supplements to such documents, because they contain important information. The prospectus constitutes part of a registration statement on Form F-4 which has been filed by AXA with the Securities and Exchange Commission (SEC). The solicitation/recommendation statement has been filed by AXA Financial, Inc. with the SEC. You may obtain a free copy of these documents at the SEC's website at www.sec.gov. The prospectus and related materials may be obtained for free by directing such requests to AXA or Georgeson Shareholder Communications Inc. (call toll free (866) 678-2293). The solicitation/recommendation statement and such other documents may be obtained by directing such requests to AXA Financial, Inc. or Georgeson Shareholder Communications, Inc. (at the number mentioned above). A prospectus has been registered with the COB, including the annual report and note 00-2079. It may be obtained for free by directing such request to the AXA headquarters in Paris (call: 33.1.40.75.46.83). This press release is also available on the AXA Group website: www.axa.com CONTACT: INVESTOR RELATIONS Gregory Wilcox: 1-212-314-4040 Anne-Karin Durante: 33-1-40-75-57-91 Caroline Portel: 1-212-314-6182 Marie-Flore Bachelier: 33-1-40-75-49-45 Rebecca Antoniou: 33-1-40-75-49-05 MEDIA RELATIONS Christophe Dufraux: 33-1-40-75-46-74 Emmanuelle Isnard: 33-1-40-75-47-22 -----END PRIVACY-ENHANCED MESSAGE-----