8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Sections 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event

reported): February 23, 2004

AXA FINANCIAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-11166	13-3623351
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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)

Item 7.    Financial Statements and Exhibits.

(c) Exhibits
2.1	Amendment No. 1, dated as of February 22, 2004, to the Agreement and Plan of Merger, dated as of September 17, 2003 among AXA Financial, Inc., AIMA Acquisition Co. and The MONY Group Inc.
99.1	Joint press release of AXA Financial, Inc. and The MONY Group Inc., dated February 23, 2004.

Item 9.    Regulation FD Disclosure.

On February 22, 2004, AXA Financial, Inc., a Delaware corporation (the “Company”), AIMA Acquisition Co., Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“AIMA”) and The MONY Group Inc., a Delaware corporation (“MONY”), entered into Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 17, 2003 (as so amended, the “Merger Agreement”). Pursuant to the Merger Agreement, AIMA will merge with and into MONY and MONY will continue as the surviving corporation of the merger.

Among other changes effected by Amendment No. 1, the amendment grants MONY the right to set a record date for, declare and pay a dividend of $0.10 per share to its stockholders of record immediately prior to the effective time of the merger. This dividend is in addition to MONY’s separate right under the Merger Agreement to set a record date for, declare and pay a dividend to its stockholders of record immediately prior to the effective time of the merger in an aggregate amount not to exceed $12.5 million (or approximately $0.23 to $0.25 per share). The payment of both dividends is conditioned on the closing of the merger. Also, the appraisal rights condition to AXA Financial’s obligation to close the merger has been amended to provide that AXA Financial’s obligation to close is subject to statutory appraisal rights having been perfected by MONY stockholders holding no more than 15% of the outstanding common stock of MONY, as opposed to 10% in the original Merger Agreement. In addition, in the event this 15% threshold is exceeded, the agreement has been amended to provide that AXA Financial must decide either to exercise its rights under the appraisal rights condition within five business days of the date on which all other conditions to the merger are satisfied or to promptly close the transaction. If AXA Financial does not elect to close the transaction, the Merger Agreement automatically terminates. A copy of Amendment No. 1 to the Merger Agreement is furnished as Exhibit 2.1 hereto.

On February 23, 2004, the Company and MONY issued a joint press release announcing the execution of Amendment No. 1 to the Merger Agreement. A copy of the press release is furnished as Exhibit 99.1 hereto.

Note: the information in this report (including the exhibits) is furnished pursuant to Item 9 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing. This report will not be deemed a determination or an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

SIGNATURES

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.
		(Registrant)
Date: February 23, 2004	By:	/s/    RICHARD SILVER
		Name:        Richard Silver
		Title:          Executive Vice President
		and General Counsel

Exhibit Index

Exhibit Number	Description
Exhibit 2.1	Amendment No. 1, dated as of February 22, 2004, to the Agreement and Plan of Merger, dated as of September 17, 2003 among AXA Financial, Inc., AIMA Acquisition Co. and The MONY Group Inc.
Exhibit 99.1	Joint press release of AXA Financial, Inc. and The MONY Group Inc., dated February 23, 2004.

EX-2.1

EXHIBIT 2.1

AMENDMENT NO. 1 TO THE

AGREEMENT AND PLAN OF MERGER

Amendment No. 1, dated as of February 22, 2004 (the “Amendment”), to the Agreement and Plan of Merger, dated as of September 17, 2003 (as amended hereby, the “Merger Agreement”), among AIMA Acquisition Co., a Delaware corporation (“Merger Sub”), AXA Financial, Inc., a Delaware corporation (“AFI”) and The MONY Group Inc., a Delaware corporation (the “Company”).

WHEREAS, Merger Sub, AFI and the Company have heretofore entered into the Merger Agreement providing, among other things, for the merger (the “Merger”) of Merger Sub with and into the Company, with the Company surviving as a wholly owned subsidiary of AFI;

WHEREAS, Merger Sub, AFI and the Company have agreed to amend certain provisions of the Merger Agreement;

WHEREAS, in connection with such amendment, the Company and certain of its executive officers have entered into agreements reducing certain restricted stock awards otherwise payable to such executive officers if the Merger is consummated;

WHEREAS, Merger Sub, AFI and the Company entered into a Consent and Waiver Letter Agreement dated as of February 4, 2004 (the “Letter Agreement”), with respect to the Company’s ability to declare and pay a dividend under Section 6.2 of the Merger Agreement; and

WHEREAS, Merger Sub, AFI and the Company have agreed to incorporate the applicable provisions of the Letter Agreement herein and to terminate the Letter Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Merger Sub, AFI and the Company agree as follows:

1.    Definitions. Unless otherwise defined herein, capitalized terms that are defined in the Merger Agreement and used herein shall have the meanings set forth in the Merger Agreement.

2.    Representation and Warranty of the Company. Except as otherwise disclosed in the Company Disclosure Letter (with specific reference to the representations and warranties to which the information in such letter relates) and as expressly set forth with particularity in the Company Reports filed after December 31, 2001 and publicly available prior to the date of this Agreement, the Company represents and warrants that the representations and warranties contained in Sections 5.1.1, 5.1.4, and 5.1.5 of the Merger Agreement are true and correct after giving effect to this Amendment.

3.    Representation and Warranty of AFI and Merger Sub. Except as set forth with particularity in the AFI SEC Documents publicly available prior to the date of this Agreement, AFI and Merger Sub, jointly and severally, represent and warrant that each of their representations and warranties contained in Sections 5.2.1, 5.2.2 and 5.2.3 of the Merger Agreement are true and correct after giving effect to this Amendment.

4.    Additional Representations and Warranties of the Company. (a) Section 5.1.32 of the Merger Agreement is hereby amended by adding the following at the end thereof:

“The Company has received an opinion from Credit Suisse First Boston LLC, dated as of February 22, 2004, to the effect that as of the date of such opinion, the Merger Consideration is fair, from a financial point of view, to the holders of shares of Common Stock (other than AFI), a signed copy of which opinion has been delivered to AFI or will be delivered to AFI promptly after February 22, 2004.”

(b) The Merger Agreement is hereby amended to insert the following Section 5.1.34:

“5.1.34. Restricted Stock Agreements. Upon the execution and delivery by the Company, on the one hand, and each of the executives of the Company listed on Section 5.1.34 of the Company Disclosure Letter, on the other hand, of an agreement substantially in the form set forth in Section 5.1.34 of the Company Disclosure Letter (individually, a “Restricted Stock Agreement”, and collectively, the “Restricted Stock Agreements”), as contemplated by Section 7.21 hereof, each such Restricted Stock Agreement will be duly and validly executed and delivered by each party thereto and will constitute a legal, valid and binding obligation of each party thereto, enforceable against each party thereto in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws effecting or relating to enforcement of creditors’ rights generally or by general principles of equity. When so executed and delivered, the Restricted Stock Agreements will eliminate certain restricted stock awards in an aggregate amount of $7,395,050 which would otherwise be payable to the executives of the Company listed on Section 5.1.34 of the Company Disclosure Letter if the Merger is consummated.”

5.    Amendment to Section 6.2. Section 6.2 of the Merger Agreement is hereby amended and restated to read in its entirety as follows:

“6.2    Permitted Dividends. Notwithstanding anything in Section 6.1 to the contrary, at any time after January 1, 2004, the Company may: (a) set a record date for, and declare and pay a dividend to its stockholders who are record holders of the issued and outstanding shares of Common Stock immediately prior to the Effective Time in an aggregate amount not to exceed $12.5 million and (b) set a record date for, declare and pay a dividend to its stockholders who are record holders of the issued and outstanding shares of Common Stock immediately prior to the Effective Time in an amount not to exceed $0.10 per share of Common Stock, provided, that, (i) the Company shall, with respect to the dividend contemplated by clause (a) of this Section 6.2, use its commercially reasonable efforts to cause PwC to deliver the Adjusted Net Earnings Agreed Upon Procedures Report to AFI as soon as practicable after the date hereof, (ii) each such dividend shall be conditioned upon the Closing of the Merger, and (iii) the Company shall have complied with all Applicable Law with respect to the declaration and payment of each such dividend, including, without limitation, the applicable provisions of the DGCL and the applicable rules and regulations under the Exchange Act and the New York Stock Exchange Listed Companies Manual. Notwithstanding anything herein to the contrary, such two dividends shall be the only dividends MONY shall be permitted to set a record date for, declare or pay hereunder or otherwise.”

6.    Additional Covenants of the Company. (a) The Merger Agreement is hereby amended to (i) delete the word “and” at the end of Section 6.1(r), (ii) change the “(s)” at the beginning of the last clause of Section 6.1 to a “(t),” and to insert the following as the new penultimate clause of Section 6.1:

“(s) the Company shall not (a) amend any of the Restricted Stock Agreements; (b) waive any of its rights or any obligation of any other party under the Restricted Stock Agreements; or (c) enter into any other agreements or understandings with the Restricted Stock Agreement Counterparties with respect to the subject matter of the Restricted Stock Agreements; and”

(b) The Merger Agreement is hereby amended to insert the following Section 7.21:

“7.21    Restricted Stock Agreements. The Company shall use reasonable best efforts to cause each Restricted Stock Agreement to be duly and validly executed by the Company and the relevant executive of the Company listed on Section 5.1.34 of the Company Disclosure Letter as promptly as practicable. The Company shall deliver a copy of each executed Restricted Stock Agreement to AFI promptly after its execution.”

7.    Amendment to Section 8.3(f). Section 8.3(f) of the Merger Agreement is hereby amended and restated to read in its entirety as follows:

“(f) Appraisal rights shall not have been perfected pursuant to Section 262(d) of the DGCL by stockholders of the Company with respect to more than 15% of the issued and outstanding shares of Common Stock as of immediately prior to the Effective Time; provided that in the event this condition is not satisfied as of the first date on which all of the other conditions to AFI’s and Merger Sub’s obligations to effect the Merger pursuant to this Article VIII have been satisfied or waived (such date, the “Appraisal Condition Trigger Date”), AFI and Merger Sub shall be deemed to have automatically and irrevocably waived the condition set forth in this Section 8.3(f) unless, within five (5) Business Days following the Appraisal Condition Trigger Date, AFI gives written notice (the “Appraisal Condition Notice”) to the Company of its intention to continue to invoke the condition set forth in this Section 8.3(f).”

8.    Amendment to Section 9.1. Section 9.1 of the Merger Agreement is hereby amended to insert the following stand alone paragraph immediately following Section 9.1(h):

“In addition, if AFI delivers the Appraisal Condition Notice to the Company pursuant to Section 8.3(f), this Agreement shall immediately terminate automatically without any action or consent of any of the parties hereto.”

9.    Amendment of Section 9.3(a)(iv). Section 9.3(a)(iv) of the Agreement is hereby amended and restated to read in its entirety as follows:

“(iv) (A) an Alternative Transaction Proposal shall have been made to the Company or shall have been made directly to the stockholders of the Company generally or shall have otherwise become publicly known or any Person shall have publicly announced an intention (whether or not conditional) to make an Alternative Transaction Proposal, (B) this Agreement is

terminated (i) by AFI or the Company pursuant to Section 9.1(b), (ii) by AFI pursuant to Section 9.1(g)(i) or (iii) automatically pursuant to the last sentence of Section 9.1 following the delivery of any Appraisal Condition Notice and (C) within 12 months of any such termination, the Company enters into a definitive agreement to consummate, or consummates, the transactions contemplated by an Alternative Transaction Proposal.”

10.    Amendment to Company Disclosure Letter. The Company Disclosure Letter is hereby amended to insert a new Section 5.1.34 in the form of Schedule 1 to this Amendment.

11.    Termination of Letter Agreement. The Letter Agreement shall be hereby terminated by mutual agreement of the parties from and after the date hereof, with no further liability or obligation to any party thereto, or their respective successors and assigns; provided that nothing herein shall be construed as a release of any such party’s rights or obligations in respect of any breach under the Letter Agreement prior to such termination.

12.    References. Each reference in the Merger Agreement to “this Agreement”, “hereof”, “hereunder” or words of like import referring to the Merger Agreement shall mean and be a reference to the Merger Agreement as amended by this Amendment.

13.    Effect of Amendment. This Amendment shall not constitute an amendment or waiver of any provision of the Merger Agreement not expressly referred to herein and shall not be construed as an amendment, waiver or consent to any action that would require an amendment, waiver or consent except as expressly stated herein. The Merger Agreement, as amended by this Amendment, is and shall continue to be in full force and effect and is in all respects ratified and confirmed hereby. Notwithstanding anything contained herein to the contrary, AFI and Merger Sub hereby acknowledge that the execution and delivery of the Restricted Stock Agreements by the Company and the Restricted Stock Agreement Counterparties do not constitute a breach of any representation, warranty, covenant or other agreement contained in the Merger Agreement.

14.    Counterparts; Effectiveness. This Amendment may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which shall constitute one and the same instrument. This Amendment shall become effective when each party hereto shall have received counterparts thereof signed and delivered (by telecopy or otherwise) by all of the other parties hereto.

15.    Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE MADE IN AND IN ALL RESPECTS SHALL BE INTERPRETED, CONSTRUED AND GOVERNED BY AND IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS RULES OF CONFLICTS OF LAW EXCEPT TO THE EXTENT THAT THE LAW OF THE STATE OF DELAWARE IS MANDATORILY APPLICABLE TO THE MERGER.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.

AXA FINANCIAL, INC.
By:	/s/    Richard Silver
	Name: Richard Silver Title: Executive Vice President and General Counsel
AIMA ACQUISITION CO.
By:	/s/    Richard Silver
	Name: Richard Silver Title: Secretary
THE MONY GROUP INC.
By:	/s/    Michael I. Roth
	Name: Michael I. Roth Title: Chairman and Chief Executive Officer

EX-99.1

EXHIBIT 99.1

MONY AND AXA FINANCIAL AMEND MERGER AGREEMENT

MONY Board Declares Additional Dividend

AXA Financial Limits Its Appraisal Rights Condition

Special Meeting of Stockholders Rescheduled For May

NEW YORK, Feb. 23, 2004 – The MONY Group Inc. (NYSE: MNY) and AXA Financial, Inc. today announced that they have amended their merger agreement to permit MONY to declare a dividend of $0.10 per MONY share in addition to the $0.23 to $0.25 dividend that MONY announced on February 5, 2004.

The amended agreement also raises the threshold in the appraisal rights condition from 10% to 15% of the outstanding shares. The effect of this change is to increase the percentage of shares that could demand appraisal rights without triggering AXA Financial’s right to decline to close the merger. Currently appraisal demands have been received from stockholders purporting to own approximately 13.7% of the outstanding shares as of the date of their demands. In addition, in the event appraisal rights demands exceed 15% of the outstanding shares, the agreement has been amended to provide that AXA Financial must decide either to exercise its rights under the appraisal rights condition within five business days of the date on which all other conditions to the merger are satisfied or to promptly close the transaction. If it does not elect to close the transaction, the merger agreement automatically terminates.

Both the additional $0.10 per share dividend and the dividend declared on February 5 are contingent upon consummation of the merger and will be paid to MONY stockholders who are holders of record immediately prior to the closing of the transaction. Therefore, upon consummation, MONY stockholders will receive dividends totaling approximately $0.33 to $0.35 per share in addition to the $31.00 per share that AXA Financial has agreed to pay in the transaction.

MONY also announced that certain members of MONY’s senior management team have voluntarily agreed to reduce by approximately $7.4 million the amount of compensation that they would otherwise be entitled to receive as a result of the merger to enable MONY to declare the additional $0.10 per share dividend. The reductions equal approximately $4.8 million after tax in the aggregate.

MONY’s Board of Directors stated that, “We firmly believe that the merger with AXA Financial is the best alternative for MONY and its stockholders. The amendments to the merger agreement that were approved by the Board will deliver additional value to MONY’s stockholders and reduce the risk that AXA Financial could decline to close the merger simply because a small minority of MONY stockholders exercise their appraisal rights.”

“As we have said before, we are strongly committed to successfully and promptly closing the MONY transaction. We have agreed to amend the merger agreement today, including the new limitations on the appraisal rights condition, as part of our commitment,” said Christopher “Kip” Condon, AXA Financial’s President and Chief Executive Officer.

MONY also announced that as a result of the amendments to the merger agreement and the substantial trading volume in MONY’s shares since the record date for the special meeting, it has determined that it is necessary to set a new record date since the original record date no longer reflects MONY’s current stockholder base and there have been important changes in the terms of the proposed transaction. MONY believes it is necessary and appropriate to give current stockholders time to evaluate the revised transaction and a new proxy statement will be distributed that will describe the amended agreement and include disclosure concerning the size of MONY’s change in control payments to its executives in relation to those in other financial services transactions generally, as required by the previously announced decision of the Delaware Chancery Court. The MONY Board has set a new record date of April 8, 2004 for a special meeting that MONY expects will be held on May 18, 2004. MONY continues to be optimistic that the transaction will close before the end of the second quarter of 2004.

MONY noted that after consulting with outside legal and financial advisors, as well as MONY’s proxy solicitor, D. F. King & Co., Inc., it concluded that the existing record date would disenfranchise a significant portion of MONY’s current stockholders. It concluded that a new record date will re-enfranchise MONY’s current stockholders and allow them to consider the amended merger agreement and to determine the future of the company. It also concluded that postponing the special meeting until May was necessary in light of the time required to prepare a revised proxy statement, mail the proxy statement to MONY’s large stockholder base and give current stockholders – many of whom did not become stockholders until after the original record date – a meaningful opportunity to review the new proxy materials and arrive at an informed judgment. MONY wants to ensure that this important decision is made by its current stockholders with full information.

About The MONY Group

The MONY Group Inc. (NYSE: MNY), with over $60 billion in assets under management and administration, is a financial services firm that manages a portfolio of member companies. These companies include MONY Life Insurance Company, The Advest Group, Inc., Enterprise Capital Management Inc., Matrix Capital Markets Group, Inc., Lebenthal, a division of Advest, Inc., and U.S. Financial Life Insurance Company. These companies manufacture and distribute protection, asset accumulation and retail brokerage products and services to individuals, corporations and institutions through advisory and wholesale distribution channels. Additional Company information is available at www.mony.com.

About AXA Financial

AXA Financial, Inc., with approximately $472.2 billion in assets under management as of September 30, 2003, is one of the world’s premier financial services organizations through its strong brands: The Equitable Life Assurance Society of the U.S., AXA Advisors, LLC, Alliance Capital Management, L.P., Sanford C. Bernstein & Co., and its wholesale distribution company, AXA Distributors, LLC. AXA Financial is a member of the global AXA Group, a worldwide leader in financial protection and wealth management.

Important Legal Information

MONY intends to file a revised proxy statement and MONY intends to file other documents regarding the proposed acquisition of MONY by AXA Financial with the Securities and Exchange Commission (the “SEC”). Before making any voting or investment decisions, investors and security holders of MONY are urged to read the revised proxy statement regarding the acquisition, carefully in its entirety when it becomes available, because it contains important information about the proposed transaction. A revised definitive proxy statement will be sent to the stockholders of MONY seeking their approval of the transaction. Investors and security holders may obtain free copies of the proxy statement, and other documents filed with, or furnished to, the SEC by AXA Financial and MONY at the SEC’s website at www.sec.gov. The proxy statement and other documents may also be obtained for free from MONY and AXA Financial by writing to Shareholder Services, MONY, 1740 Broadway, New York, NY 10019; Attn. John MacLane (jmaclane@mony.com), or to AXA Financial, 1290 Avenue of the Americas, New York, NY 10104, Attn. Robert Walsh (Robert.Walsh@axa-financial.com).

CONTACTS:

The MONY Group: Mary Taylor, 212-708-2250 (Media Relations), Jay Davis, 212-708-2917 (Investor Relations)

AXA Financial: Jeff Tolvin, 212-314-2811 (Media Relations), Caroline Portel (Paris), 33-1-40-75-49-84 (Investor Relations)