<PAGE>
Registration No. 333-77117
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. [ ]
----
Post-Effective Amendment No. 1 [X]
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AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. [ ]
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(Check appropriate box or boxes)
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(Exact Name of Registrant)
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THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(Name of Depositor)
1290 Avenue of the Americas, New York, New York 10104
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (212) 554-1234
ROBIN WAGNER
Counsel
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas, New York, New York 10104
(Names and Addresses of Agents for Service)
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Please send copies of all communications to:
PETER E. PANARITES
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W.,
Suite 825
Washington, D.C. 20036
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Approximate Date of Proposed Public Offering as soon as Practicable
after the effective date of this registration statement. It is proposed that
this filing will become effective (check appropriate box)
[X] immediately upon filing pursuant to paragraph (b)
[ ] on (date) pursuant to paragraph (b)
[ ] 60 days after filing pursuant to paragraph (a)(1)
[ ] on (date) pursuant to paragraph (a)(1)
[ ] 75 days after filing pursuant to paragraph (a)(2)
[ ] on (date) pursuant to paragraph (a)(2) of rule 485.
If appropriate, check the following box:
[ ] this post-effective amendment designates a new effective date for a
previously filed post effective amendment.
Title of Securities Being Registered: Units of interest under group
annuity contracts.
<PAGE>
AMERICAN DENTAL ASSOCIATION MEMBERS RETIREMENT PROGRAM
SUPPLEMENT DATED OCTOBER 25, 1999
TO PROSPECTUS DATED MAY 1, 1999
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
THIS SUPPLEMENT TO THE PROSPECTUS DATED MAY 1, 1999 RELATING TO ALL INVESTMENT
OPTIONS AVAILABLE UNDER THE AMERICAN DENTAL ASSOCIATION MEMBERS RETIREMENT
PROGRAM, EXCEPT THE EQUITY INDEX FUND AND THE LIFECYCLE FUNDS, SHOULD BE READ IN
CONJUNCTION WITH THE PROSPECTUS AND RETAINED FOR FUTURE REFERENCE.
All defined terms herein have the meaning applied to them in the prospectus
unless we indicate otherwise.
This supplement provides information on:
(1) A new investment fund under the Program--the ADA Blue Chip Growth Fund; and
(2) Updated information "About our year 2000 progress."
(1) THE NEW INVESTMENT FUND
ADA BLUE CHIP GROWTH FUND: At the request of the Trustees, we have established a
new investment fund that will operate as a subaccount of Separate Account No.
206. The new investment fund, named the ADA Blue Chip Growth Fund, will invest
in shares of Invesco Blue Chip Growth Fund, a growth fund that will become one
of the Underlying Mutual Funds available in the Program. The ADA Blue Chip
Growth Fund is expected to be available on or about October 25, 1999.
Separate Account No. 206, as the Equity Income Fund, has only invested in shares
of Putnam Equity Income Fund. The Equity Income Fund will become a subaccount of
Separate Account No. 206 and continue to invest in shares of Putnam Equity
Income Fund. Thus, Separate Account No. 206 will have two subaccounts: the
Equity Income Fund and the ADA Blue Chip Growth Fund. The Trustees may request
that we make additional investment funds, as new subaccounts of Separate Account
No. 206, or other investment options, available in the Program in the future.
THE FOLLOWING SENTENCE REPLACES THE SECOND SENTENCE OF THE SECOND PARAGRAPH ON
THE COVER PAGE OF THE PROSPECTUS:
Twelve investment options - nine investment funds and three guaranteed options
are available under the plans.
THE FOLLOWING REPLACES THE CHART OF "INVESTMENT FUNDS" ON THE COVER PAGE OF THE
PROSPECTUS:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Investment Funds
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
o GROWTH EQUITY FUND o EQUITY INDEX FUND o ADA BLUE CHIP GROWTH FUND
- ---------------------------------- ---------------------------- ------------------------------------
o AGGRESSIVE EQUITY FUND o REAL ESTATE FUND o LIFECYCLE FUND - MODERATE
- ---------------------------------- ---------------------------- ------------------------------------
o ADA FOREIGN FUND o EQUITY INCOME FUND o LIFECYCLE FUND - CONSERVATIVE
- ---------------------------------- ---------------------------- ------------------------------------
</TABLE>
THE FOLLOWING SENTENCE REPLACES THE FIRST SENTENCE OF THE FIFTH PARAGRAPH ON THE
COVER PAGE OF THE PROSPECTUS:
The Aggressive Equity Fund, ADA Foreign Fund, Equity Index Fund, Equity Income
Fund and ADA Blue Chip Growth Fund respectively invest in shares of the
following mutual funds: MFS Emerging Growth Fund, Templeton Foreign Fund--Class
A, State Street Global Advisors (SSgA) S&P 500 Index Fund, Putnam Equity Income
Fund and Invesco Blue Chip Growth Fund ("Underlying Mutual Funds").
<PAGE>
IN "THE PROGRAM AT A GLANCE - KEY FEATURES" SECTION ON PAGE 4 OF THE PROSPECTUS,
ADD THE FOLLOWING BULLET UNDER "PROFESSIONAL INVESTMENT MANAGEMENT":
o Invesco Funds Group, Inc.
THE FOLLOWING SENTENCE REPLACES THE THIRD SENTENCE OF THE THIRD PARAGRAPH ON
PAGE 6 OF THE PROSPECTUS:
No investment management fees are paid to us by the Aggressive Equity Fund, ADA
Foreign Fund, Equity Index Fund, Equity Income Fund, ADA Blue Chip Growth Fund
or Lifecycle Funds.
THE FOLLOWING SENTENCE REPLACES THE HEADING AND THE FIRST SENTENCE OF THE LAST
PARAGRAPH ON PAGE 6 OF THE PROSPECTUS:
AGGRESSIVE EQUITY, ADA FOREIGN, EQUITY INDEX, EQUITY INCOME AND ADA BLUE CHIP
GROWTH FUNDS
The Aggressive Equity, ADA Foreign, Equity Index, Equity Income and ADA Blue
Chip Growth Funds each invest in shares of an Underlying Mutual Fund.
THE FOLLOWING INFORMATION IS ADDED TO THE FEE TABLE ON PAGE 7 OF THE PROSPECTUS:
<TABLE>
<CAPTION>
PROGRAM INVESTMENT
EXPENSE ADMINISTRATION MANAGEMENT OTHER
CHARGE FEE FEE EXPENSES 12B-1 FEE TOTAL
<S> <C> <C> <C> <C> <C> <C>
ADA Blue Chip
Growth Fund 0.64% 0.15%(11) None 0.10% None 0.89%(11)
Invesco Blue Chip
Growth Fund (10) None None 0.56% 0.23% 0.25% 1.04%
-----------------------------------------------------------------------------------------
TOTAL 0.64% 0.15%(11) 0.56% 0.33% 0.25% 1.93%(11)
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</TABLE>
(10) Source: Invesco Blue Chip Growth Fund prospectus dated January 1, 1999.
(11) The Invesco Blue Chip Growth Fund--Class A Rule 12b-1 plan is described
in the Invesco Blue Chip Growth Fund's prospectus. Invesco Blue Chip
Growth Fund pays Equitable Life an amount equal to the 0.25% Rule 12b-1
fee for services Equitable Life performs for Invesco Blue Chip Growth
Fund. Equitable Life has waived the 0.15% administration fee applicable
to the ADA Blue Chip Growth Fund and will use the payment from Invesco
Blue Chip Growth Fund to defray administrative expenses associated with
the Program's operations and to fund Program enhancements. The
agreement and waiver are expected to be in effect for an indefinite
period, but these arrangements are subject to termination by either
party upon notice.
THE FOLLOWING SENTENCE REPLACES THE LAST SENTENCE OF THE FIRST PARAGRAPH UNDER
THE HEADING "FINANCIAL STATEMENTS OF INVESTMENT FUNDS" ON PAGE 10 OF THE
PROSPECTUS:
Financial statements for the Equity Income Fund (Separate Account No. 206) and
the ADA Blue Chip Growth Fund (Separate Account No. 206) are not included as
these Funds have not previously been available under the Program.
THE FOLLOWING REPLACES THE FIRST THREE SENTENCES OF THE FIRST PARAGRAPH ON PAGE
11 OF THE PROSPECTUS:
You may choose from TWELVE INVESTMENT OPTIONS under the Program. These are the
Real Estate Fund and the other eight investment funds we call the "Equity
Funds." You can also choose from three guaranteed options: a 3-year Guaranteed
Rate Account and a 5-Year Guaranteed Rate Account ("GRAs"), and our Money Market
Guarantee Account.
THE FOLLOWING REPLACES THE HEADING "THE AGGRESSIVE EQUITY, ADA FOREIGN, EQUITY
INDEX AND EQUITY INCOME FUNDS" AND THE FIRST SENTENCE UNDER SUCH HEADING ON PAGE
13 OF THE PROSPECTUS:
THE AGGRESSIVE EQUITY, ADA FOREIGN, EQUITY INDEX, EQUITY INCOME AND ADA BLUE
CHIP GROWTH FUNDS
The Aggressive Equity, ADA Foreign, Equity Index, Equity Income and ADA Blue
Chip Growth Funds each invest in shares of an Underlying Mutual Fund.
2
<PAGE>
THE FOLLOWING INFORMATION IS ADDED TO THE TABLE ON PAGE 13 OF THE PROSPECTUS:
UNDERLYING MUTUAL FUND
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INVESTMENT FUND NAME OBJECTIVE ADVISER
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ADA Blue Chip Invesco Blue Chip Long term Capital Invesco Funds
Growth Fund Growth Fund growth Group, Inc.
THE FOLLOWING DISCLOSURE REPLACES THE PARAGRAPH FOLLOWING THE TABLE ON PAGE 13
OF THE PROSPECTUS:
Each of the Underlying Mutual Funds has been selected by the ADA Trustees. We
have no investment management responsibilities for the Aggressive Equity, ADA
Foreign, Equity Index, Equity Income or ADA Blue Chip Growth Funds. As to those
Funds, we act in accordance with the investment policies established by the ADA
Trustees.
THE FOLLOWING REPLACES THE FIRST SENTENCE OF THE FIRST PARAGRAPH ON PAGE 15 OF
THE PROSPECTUS:
The ADA Trustees may change the investment objectives of the Aggressive Equity,
ADA Foreign, Equity Index, Equity Income, ADA Blue Chip Growth and the Lifecycle
Funds.
THE FOLLOWING REPLACES THE FIRST SENTENCE OF THE SECOND PARAGRAPH ON PAGE 15 OF
THE PROSPECTUS:
If the MFS Emerging Growth Fund, Templeton Foreign Fund, Putnam Equity Income
Fund, Invesco Blue Chip Growth Fund or the SSgA S&P 500 Index Fund holds a
meeting of shareholders, we will vote shares held in the corresponding Equity
Fund in accordance with instructions received from employers, participants or
trustees, as the case may be.
THE FOLLOWING REPLACES THE LAST SENTENCE OF THE SECOND PARAGRAPH ON PAGE 28 OF
THE PROSPECTUS:
However, there may be a delay for withdrawals from the Aggressive Equity Fund,
ADA Foreign Fund, Equity Index Fund, Equity Income Fund, ADA Blue Chip Growth
Fund or the Lifecyle Funds if there is any delay in redemptions from the related
Underlying Mutual Fund, or with respect to the Lifecycle Funds, from the
Lifecycle Fund Group Trusts in which they invest.
THE FOLLOWING IS ADDED TO THE FEE TABLE ON PAGE 34 OF THE PROSPECTUS:
<TABLE>
<CAPTION>
TYPE OF FEE
- ------------------------------------------------------------------------------------------------
VALUE OF PROGRAM INVESTMENT
FUND FUND ASSETS MANAGEMENT ADMINISTRATION TOTAL
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<S> <C> <C> <C> <C>
ADA Blue Chip Growth Fund All amounts -- .15(4) .15(4)
</TABLE>
(4) We currently waive the .15% administration fee that applies to the ADA Blue
Chip Growth Fund. Invesco Funds Group however, pays us an annual amount of
up to 0.25% of the average daily net assets of the ADA Program invested in
the Invesco Blue Chip Equity Fund. We use this payment to defray
administrative expenses associated with the Program's operations and to
fund Program enhancements. The waiver and payment agreement are expected to
be in effect for an indefinite period, but both are subject to termination
by either party upon notice.
THE FOLLOWING REPLACES THE LAST PARAGRAPH ON PAGE 34 OF THE PROSPECTUS:
The Aggressive Equity, ADA Foreign, Equity Index, Equity Income and ADA Blue
Chip Growth Funds purchase and redeem shares in the MFS Emerging Growth Fund,
Templeton Foreign Fund--Class A, SSgA S&P 500 Index Fund, Putnam Equity Income
Fund and Invesco Blue Chip Growth Fund at net asset value. The net asset value
reflects charges for management, audit, legal, shareholder services, transfer
agent and custodian fees. For a description of
3
<PAGE>
charges and expenses assessed by the MFS Emerging Growth Fund, Templeton Foreign
Fund--Class A, the SSgA S&P 500 Index Fund, Putnam Equity Income Fund and
Invesco Blue Chip Growth Fund which are indirectly borne by the Funds, please
refer to the prospectuses for each of these Underlying Mutual Funds.
THE FOLLOWING REPLACES THE THIRD SENTENCE OF THE SECOND PARAGRAPH UNDER THE
HEADING "ABOUT THE SEPARATE ACCOUNTS" ON PAGE 38 OF THE PROSPECTUS:
We established Separate Account No. 206 in June 1999 as the Equity Income Fund.
The Fund commenced operations in July 1999. The format of Separate Account No.
206 has been changed to provide for subaccounts. The ADA Blue Chip Growth Fund
is expected to commence operations on or about October 25, 1999 as a subaccount
of Separate Account No. 206. The Equity Income Fund will continue operations as
a subaccount of Separate Account No. 206. Other subaccounts may be added in the
future.
THE FOLLOWING REPLACES THE FIRST SENTENCE OF THE LAST PARAGRAPH ON PAGE 38 OF
THE PROSPECTUS:
The Aggressive Equity, ADA Foreign, Equity Index, Equity Income, ADA Blue Chip
Growth and Lifecycle Funds are used exclusively in the ADA Program.
(2) ABOUT OUR YEAR 2000 PROGRESS
THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "ABOUT OUR YEAR 2000
PROGRESS" ON PAGE 39 OF THE PROSPECTUS:
In 1995, Equitable Life began addressing the question of whether its computer
systems would recognize the year 2000 before, on, or after January 1, 2000, and
Equitable Life has identified those of its systems critical to business
operations that were not year 2000 compliant. Equitable Life has completed the
work of modifying or replacing non-compliant systems and has confirmed, through
testing, that its systems are year 2000 compliant. Equitable Life has contacted
third-party vendors and service providers to seek confirmation that they are
acting to address the year 2000 issue with the goal of avoiding any material
adverse effect on services provided to contract owners and on operations of the
investment options. All third-party vendors and service providers considered
critical to Equitable Life's business, and substantially all vendors and service
providers considered non-critical, have provided us confirmation of their year
2000 compliance or a satisfactory plan for compliance. If confirmation is not
received from any of the remaining non-critical vendors or service providers,
the vendor or service provider will be replaced, eliminated or the subject of
contingency plans. Additionally, Equitable Life has supplemented its existing
business continuity and disaster recovery plans to cover certain categories of
contingencies that could arise as a result of year 2000 related failures.
There are many risks associated with year 2000 issues, including the risk that
Equitable Life's computer systems will not operate as intended. Additionally,
there can be no assurance that the system of third parties will be year 2000
compliant. Any significant unresolved difficulty related to the year 2000
compliance initiatives could result in an interruption in, or a failure of,
normal business operations and, accordingly, could have a material adverse
effect on our ability to administer your contract and operate the investment
options.
To the fullest extent permitted by law, the foregoing year 2000 discussion is a
"Year 2000 Readiness Disclosure" within the meaning of The Year 2000 Information
and Readiness Disclosure Act (P.L. 105-271)(1998).
4
<PAGE>
Supplement dated May 1, 1999 to Prospectus dated May 1, 1999
------------------------------------------------------------------------
MEMBERS RETIREMENT PROGRAMS
funded under contracts with
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
1290 Avenue of the Americas, New York, New York 10104
Toll-Free Telephone 800-223-5790
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VARIABLE ANNUITY BENEFITS
----------------------------------
This Prospectus Supplement should be read and retained for
future reference by Participants in the Members Retirement
Programs who are considering variable
annuity payment benefits after retirement.
This Prospectus Supplement is not authorized for
distribution unless accompanied or preceded by
the Prospectus dated May 1, 1999 for the
appropriate Members Retirement Program.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS: ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------
<PAGE>
RETIREMENT BENEFITS
When you become eligible to receive benefits under a Members
Retirement Program, you may select one or more of the following forms of
distribution, which are available in variable or fixed form. The law requires
that if the value of your Account Balance is more than $5,000, you must receive
a Qualified Joint and Survivor Annuity unless your Spouse consents to a
different election.
Life Annuity - annuity providing monthly payments for your life. No
payments will be made after your death, even if you have received only one
payment.
Life Annuity Period Certain - an annuity providing monthly payments
for your life or, if longer, a specified period of time. If you die before the
end of that specified period, payments will continue to your beneficiary until
the end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years; the longer the specified period, the
smaller the monthly payments will be.
Joint and Survivor Annuity - Period Certain - an annuity providing
monthly payments for your life and that of your beneficiary or, if longer, a
specified period of time. If you and your beneficiary both die before the end
of the specified period, payments will continue to your contingent beneficiary
until the end of the period. Subject to legal limitations, you may specify a
minimum payment period of 5, 10, 15 or 20 years; the longer the specified
period, the smaller the monthly payments will be.
How Annuity Payments are Made
When your distribution of benefits under an annuity begins, your Units
in the Funds are redeemed. Part or all of the proceeds, plus part or all of
your Account Balance in the General Account Options, may be used to purchase an
annuity. The minimum amount that can be used to purchase any type of annuity is
$5,000. Usually, a $350 charge will be deducted from the amount used to
purchase the annuity to reimburse us for administrative expenses associated
with processing the application and with issuing each month's annuity payment.
Applicable premium taxes will also be deducted.
Annuity payments may be fixed or variable.
FIXED ANNUITY PAYMENTS. Fixed annuity payments are determined from our
annuity rate tables in effect at the time the first annuity payment is
made. The minimum amount of the fixed payments is determined from
tables in our contract with the Trustees, which show the amount of
proceeds necessary to purchase each $1 of monthly annuity payments
(after deduction of any applicable taxes and the annuity
administrative charge). These tables are designed to determine the
amounts required to pay for the annuity selected, taking into account
our administrative and investment expenses and mortality and expense
risks. The size of your payment will depend upon the form of annuity
chosen, your age and the
2
<PAGE>
age of your beneficiary if you select a joint and survivor annuity.
If our current group annuity rates for payment of proceeds would
produce a larger payment, those rates will apply instead of the
minimums in the contract tables. If we give any group pension client
with a qualified plan a better annuity rate than those currently
available for the Program, we will also make those rates available to
Program participants. The annuity administrative charge may be
greater than $350 in that case. Under our contract with the Trustees,
we may change the tables but not more frequently than once every five
years. Fixed annuity payments will not fluctuate during the payment
period.
VARIABLE ANNUITY PAYMENTS. Variable annuity payments are funded
through our Separate Account No. 4 (Pooled) (the "Fund"), through the
purchase of Annuity Units. The number of Annuity Units purchased is
equal to the amount of the first annuity payment divided by the
Annuity Unit Value for the due date of the first annuity payment. The
amount of the first annuity payment is determined in the same manner
for a variable annuity as it is for a fixed annuity. The number of
Annuity Units stays the same throughout the payment period for the
variable annuity but the Annuity Unit Value changes to reflect the
investment income and the realized and unrealized capital gains and
losses of the Fund, after adjustment for an assumed base rate of
return of 5-3/4%, described below.
The amounts of variable annuity payments are determined as follows:
Payments normally start as of the first day of the second calendar month
following our receipt of the proper forms. The first two monthly payments are
the same.
Payments after the first two will vary according to the investment
performance of the Fund. Each monthly payment will be calculated by multiplying
the number of Annuity Units credited to you by the Annuity Unit Value for the
first business day of the calendar month before the due date of the payment.
The Annuity Unit Value was set at $1.1553 as of July 1, 1969, the
first day that Separate Account No. 4 (Pooled) was operational. For any month
after that date, it is the Annuity Unit Value for the preceding month
multiplied by the change factor for the current month. The change factor gives
effect to the assumed annual base rate of return of 4-3/4% and to the actual
investment experience of the Fund.
Because of the adjustment for the assumed base rate of return, the
Annuity Unit Value rises and falls depending on whether the actual rate of
investment return is higher or lower than 5-3/4%.
Illustration of Changes in Annuity Payments. To show how we determine
variable annuity payments from month to month, assume that the amount you
applied to purchase an annuity is enough to fund an annuity with a monthly
payment of $363 and that the Annuity Unit Value for the due date of the first
annuity payment is $1.05. The number of annuity units credited under your
certificate would be 345.71 (363 divided by 1.05 = 345.71). If the
3
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third monthly payment is due on March 1, and the Annuity Unit Value for
February was $1.10, the annuity payment for March would be the number of units
(345.71) times the Annuity Unit Value ($1.10), or $380.28. If the Annuity Unit
Value was $1.00 on March 1, the annuity payment for April would be 345.71 times
$1.00 or $345.71.
Summary of Annuity Unit Values for the Fund
This table shows the Annuity Unit Values with an assumed based rate of
return of 5-3/4%.
First Business Day of Annuity Unit Value
--------------------- ------------------
October 1987 $4.3934
October 1988 $3.5444
October 1989 $4.8357
October 1990 $3.8569
October 1991 $5.4677
October 1992 $5.1818
October 1993 $6.3886
October 1994 $6.1563
October 1995 $7.4970
October 1996 $8.0828
October 1997 $11.0300
October 1998 $7.5963
THE FUND
The Fund (Separate Account No. 4 (Pooled)) was established pursuant to
the Insurance law of the State of New York in 1969. It is an investment account
used to fund benefits under group annuity contracts and other agreements for
tax-deferred retirement programs administered by us.
For a full description of the Fund, its investment policies, the risks
of an investment in the Fund and information relating to the valuation of Fund
assets, see the description of the Fund in our May 1, 1999 prospectus and the
Statement of Additional Information.
INVESTMENT MANAGER
The Manager
We, Equitable Life, act as Investment Manager to the Fund. As such, we
have complete discretion over Fund assets and we invest and reinvest these
assets in accordance with the investment policies described in our May 1, 1999
prospectus and Statement of Additional Information.
4
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We are a New York stock life insurance company with our Home Office at
1290 Avenue of the Americas, New York, New York 10104. Founded in 1859, we are
one of the largest insurance companies in the United States. Equitable Life,
our sole stockholder Equitable Companies, Inc., and their subsidiaries managed
assets of approximately $347.5 billion as of December 31, 1998, including third
party assets of $262.5 billion.
Investment Management
In providing investment management to the Fund, we currently use the
personnel and facilities of our majority owned subsidiary, Alliance Capital
Management L.P. ("Alliance"), for portfolio selection and transaction services.
For a description of Alliance, see our May 1, 1999 Members Retirement Program
prospectus.
Fund Transactions
The Fund is charged for securities brokers commissions, transfer taxes
and other fees relating to securities transactions. Transactions in equity
securities for the Fund are executed primarily through brokers which are
selected by Alliance/Equitable Life and receive commissions paid by the Fund.
For 1998, 1997 and 1996, the Fund paid $4,288,187, $3,698,148 and $5,682,578,
respectively, in brokerage commissions. For a full description of our policies
relating to the selection of brokers, see the description of the fund in our
May 1, 1999 Statement of Additional Information.
5
<PAGE>
FINANCIAL STATEMENTS
The financial statements of the Fund reflect applicable fees,
charges and other expenses under the Members Retirement Programs as in effect
during the periods covered, as well as the charges against the account made in
accordance with the terms of all other contracts participating in the account.
Separate Account No. 4 (Pooled): Page
Report of Independent Accountants - PricewaterhouseCoopers LLP 7
Statement of Assets and Liabilities,
December 31, 1998 8
Statement of Operations and Changes in Net Assets
for the Years Ended December 31, 1998 and 1997 9
Portfolio of Investments
December 31, 1998 10
Notes to Financial Statements 15
6
<PAGE>
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
The Equitable Life Assurance Society of the United States
and the Contractowners of Separate Account No. 4
of The Equitable Life Assurance Society of the United States
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and
changes in net assets present fairly, in all material respects, the financial
position of Separate Account No. 4 (Pooled) (The Growth Equity Fund) of The
Equitable Life Assurance Society of the United States ("Equitable Life") at
December 31, 1998, its results of operations and changes in net assets for each
of the two years in the period then ended in conformity with generally accepted
accounting principles. These financial statements are the responsibility of
Equitable Life's management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with generally accepted auditing standards
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management and evaluating the overall
financial statement presentation. We believe that our audits, which included
confirmation of securities at December 31, 1998 by correspondence with the
custodian and brokers, provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
New York, New York
February 8, 1999
7
<PAGE>
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SEPARATE ACCOUNT NO.4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Statement of Assets and Liabilities
December 31, 1998
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<TABLE>
<S> <C>
ASSETS:
Investments (Notes 2 and 3):
Common stocks -- at market value (cost: $1,914,414,699) ................................. $2,098,464,735
Preferred stocks -- at market value (cost: $841,125) .................................... 934,875
Participation in Separate Account No.2A -- at amortized cost, which approximates market
value, equivalent to 8,358
units at $285.54 ....................................................................... 2,386,642
Receivables:
Securities sold ......................................................................... 22,404,246
Dividends ............................................................................... 1,027,478
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Total assets ........................................................................... 2,125,217,976
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LIABILITIES:
Payables:
Securities purchased .................................................................... 3,784,147
Due to Equitable Life's General Account ................................................. 7,913,160
Custodian fee payable ................................................................... 27,461
Investment management fees payable ...................................................... 5,210
Accrued expenses ......................................................................... 440,812
Amount retained by Equitable Life in Separate Account No. 4 (Note 1) ..................... 1,271,958
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Total liabilities ...................................................................... 13,442,748
- -------------------------------------------------------------------------------------------------------------
NET ASSETS (NOTE 1):
Net assets attributable to participants' accumulations ................................... 2,072,991,897
Reserves and other liabilities attributable to annuity benefits .......................... 38,783,331
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NET ASSETS ............................................................................... $2,111,775,228
=============================================================================================================
</TABLE>
See Notes to Financial Statements.
8
<PAGE>
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SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Statements of Operations and Changes in Net Assets
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1998 1997
- --------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
FROM OPERATIONS:
INVESTMENT INCOME (NOTE 2):
Dividends (net of foreign taxes withheld -- 1998: $199,170 and 1997: $2,138) ............. $ 12,224,979 $ 13,385,197
Interest ................................................................................. 477,732 845,517
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Total .................................................................................... 12,702,711 14,230,714
EXPENSES (NOTE 4) ........................................................................ (18,036,108) (19,783,932)
- --------------------------------------------------------------------------------------------------------------------------------
NET INVESTMENT LOSS ...................................................................... (5,333,397) (5,553,218)
- --------------------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2):
Realized gain from security and foreign currency transactions ............................ 424,897,105 372,430,956
- --------------------------------------------------------------------------------------------------------------------------------
Unrealized appreciation (depreciation) of investments and foreign currency transactions:
Beginning of year ....................................................................... 690,125,231 448,580,808
End of year ............................................................................. 184,143,786 690,125,231
- --------------------------------------------------------------------------------------------------------------------------------
Change in unrealized appreciation/depreciation ........................................... (505,981,445) 241,544,423
- --------------------------------------------------------------------------------------------------------------------------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS ................................... (81,084,340) 613,975,379
- --------------------------------------------------------------------------------------------------------------------------------
Increase (decrease) in net assets attributable to operations ............................. (86,417,737) 608,422,161
- --------------------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ............................................................................ 451,738,195 546,890,479
Withdrawals .............................................................................. (897,373,357) (969,496,108)
- --------------------------------------------------------------------------------------------------------------------------------
Decrease in net assets attributable to contributions and withdrawals ..................... (445,635,162) (422,605,629)
- --------------------------------------------------------------------------------------------------------------------------------
(Increase) in accumulated amount retained by Equitable Life in Separate Account No. 4
(Note 1) ................................................................................ (153,300) (360,863)
- --------------------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS ........................................................ (532,206,199) 185,455,669
NET ASSETS -- BEGINNING OF YEAR .......................................................... 2,643,981,427 2,458,525,758
- --------------------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF YEAR ................................................................ $2,111,775,228 $2,643,981,427
==============================================================================================================================
</TABLE>
See Notes to Financial Statements.
9
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
PORTFOLIO OF INVESTMENTS
DECEMBER 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- -------------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS:
BASIC MATERIALS
CHEMICALS -- SPECIALTY (0.1%)
Crompton & Knowles Corp. ............................ 97,800 $ 2,023,238
------------
TOTAL BASIC MATERIALS (0.1%) ........................ 2,023,238
------------
BUSINESS SERVICES
ENVIRONMENTAL CONTROL (3.2%)
United States Filter Corp. * ........................ 3,000,000 68,625,000
------------
PRINTING, PUBLISHING & BROADCASTING (1.6%)
CBS Corp. ........................................... 1,000,000 32,750,000
------------
PROFESSIONAL SERVICES (0.1%)
Nielsen Media Research, Inc. ........................ 163,100 2,935,800
------------
TRUCKING, SHIPPING (0.2%)
Knightsbridge Tankers Ltd. .......................... 150,000 3,121,875
Marine Transport Corp. * ............................ 50,000 112,500
OMI Corp. * ......................................... 500,000 1,625,000
------------
4,859,375
------------
TOTAL BUSINESS SERVICES (5.1%) ...................... 109,170,175
------------
CAPITAL GOODS
AEROSPACE (0.2%)
Loral Space & Communications Ltd. * ................. 250,000 4,453,125
------------
TOTAL CAPITAL GOODS (0.2%) .......................... 4,453,125
------------
CONSUMER CYCLICALS
AIRLINES (8.6%)
Alaska Air Group, Inc. * ............................ 200,000 8,850,000
America West Holdings Corp. (Class B) * ............. 350,000 5,950,000
Continental Airlines, Inc. (Class B) * .............. 3,399,997 113,899,900
Northwest Airlines Corp. (Class A) * ................ 2,100,000 53,681,250
------------
182,381,150
------------
APPAREL, TEXTILE (2.2%)
Nautica Enterprises, Inc. * ......................... 114,200 1,713,000
Tommy Hilfiger Corp. * .............................. 650,000 39,000,000
Unifi, Inc. ......................................... 200,000 3,912,500
Wolverine World Wide, Inc. .......................... 154,600 2,048,450
------------
46,673,950
------------
AUTO RELATED (7.7%)
Budget Group, Inc. * ................................ 250,000 3,968,750
Circuit City Stores, Inc. -- CarMax Group * ......... 490,200 2,665,462
Dana Corp. .......................................... 300,000 12,262,500
</TABLE>
10
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- (Continued)
December 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- -------------------------------------------------------------------------------------
<S> <C> <C>
Dollar Thrifty Automotive Group, Inc. * ......... 841,700 $ 10,836,887
Republic Industries, Inc. * ..................... 9,000,000 132,750,000
------------
162,483,599
------------
FOOD SERVICES, LODGING (0.9%)
Extended Stay America, Inc. * ................... 1,660,000 17,430,000
Suburban Lodges of America, Inc. * .............. 35,000 286,563
------------
17,716,563
------------
HOUSEHOLD FURNITURE, APPLIANCES (1.6%)
Industrie Natuzzi Spa (ADR) ..................... 1,011,000 25,148,625
Newell Co. ...................................... 200,000 8,250,000
------------
33,398,625
------------
LEISURE RELATED (9.0%)
Carnival Corp. .................................. 2,000,000 96,000,000
Cendant Corporation * ........................... 506,000 9,645,625
Mirage Resorts, Inc. * .......................... 707,600 10,569,771
Royal Caribbean Cruises Ltd. .................... 2,000,000 74,000,000
------------
190,215,396
------------
RETAIL -- GENERAL (1.0%)
Circuit City Stores-Circuit City Group .......... 76,500 3,820,219
Dickson Concepts International, Inc. ............ 357,000 276,473
Genesis Direct, Inc. * .......................... 215,000 1,679,688
Limited, Inc. ................................... 100,000 2,912,500
Tandy Corp. ..................................... 50,000 2,059,375
Tiffany & Co. ................................... 200,000 10,375,000
------------
21,123,255
------------
TOTAL CONSUMER CYCLICALS (31.0%) ................ 653,992,538
------------
CONSUMER NONCYCLICALS
DRUGS (2.5%)
Geltex Pharmaceuticals, Inc. * .................. 700,000 15,837,500
MedImmune, Inc. * ............................... 361,600 35,956,600
------------
51,794,100
------------
FOODS (0.3%)
Tysons Foods, Inc. .............................. 350,000 7,437,500
------------
HOSPITAL SUPPLIES & SERVICES (1.3%)
HEALTHSOUTH Corp. * ............................. 1,800,000 27,787,500
------------
TOTAL CONSUMER NONCYCLICALS (4.1%) .............. 87,019,100
------------
</TABLE>
11
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- (Continued)
December 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- -------------------------------------------------------------------------------------
<S> <C> <C>
CREDIT-SENSITIVE
BANKS (0.8%)
Citigroup, Inc. ......................................... 300,000 $ 14,850,000
Washington Mutual, Inc. ................................. 84,000 3,207,750
------------
18,057,750
------------
FINANCIAL SERVICES (13.8%)
Edwards (A.G.), Inc. .................................... 760,000 28,310,000
Legg Mason, Inc. ........................................ 2,500,000 78,906,250
MBNA Corp. .............................................. 6,900,000 172,068,750
Newcourt Credit Group, Inc. ............................. 100,000 3,493,750
PMI Group, Inc. ......................................... 200,000 9,875,000
------------
292,653,750
------------
INSURANCE (8.9%)
Ace Ltd. ................................................ 100,000 3,443,750
CNA Financial Corp. * ................................... 3,530,100 142,086,525
IPC Holdings Ltd. ....................................... 207,400 4,809,088
NAC Re Corp. ............................................ 600,000 28,162,500
Travelers Property Casualty (Class A) ................... 300,000 9,300,000
------------
187,801,863
------------
REAL ESTATE (0.1%)
Excel Legacy Corp. * .................................... 140,000 560,000
Prime Retail, Inc. ...................................... 60,000 588,750
------------
1,148,750
------------
UTILITY -- ELECTRIC (0.1%)
AES Corp. * ............................................. 30,000 1,421,250
------------
UTILITY -- TELEPHONE (7.0%)
Embratel Participacoes (ADR) * .......................... 220,000 3,066,250
Tele Celular Sul Participacoes (ADR) * .................. 22,000 383,625
Tele Centro Oeste Celular Participacoes (ADR) * ......... 73,333 215,416
Tele Centro Sul Participacoes (ADR) * ................... 44,000 1,839,750
Tele Leste Celular Participacoes (ADR) * ................ 4,400 124,850
Telemig Celular Participacoes (ADR) * ................... 11,000 233,750
Tele Nordeste Celular Participacoes (ADR) * ............. 11,000 203,500
Tele Norte Celular Participacoes (ADR) * ................ 4,400 99,275
Tele Norte Leste Participacoes (ADR) * .................. 220,000 2,736,250
Telephone & Data Systems, Inc. .......................... 2,930,000 131,666,875
Telesp Celular Participacoes (ADR) * .................... 88,000 1,540,000
Telesp Participacoes S.A. (ADR) * ....................... 220,000 4,867,500
Tele Sudeste Celular Participacoes (ADR) * .............. 44,000 910,250
------------
147,887,291
------------
TOTAL CREDIT-SENSITIVE (30.7%) .......................... $648,970,654
------------
</TABLE>
12
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- (Continued)
December 31, 1998
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- -----------------------------------------------------------------------------------------
<S> <C> <C>
ENERGY
OIL -- DOMESTIC (0.4%)
Kerr McGee Corp. .......................................... 220,000 $ 8,415,000
------------
OIL -- INTERNATIONAL (0.1%)
IRI International Corporation * ........................... 305,000 1,220,000
------------
OIL -- SUPPLIES & CONSTRUCTION (4.9%)
BJ Services Co. * ......................................... 440,000 6,875,000
Halliburton Co. ........................................... 1,000,000 29,625,000
Lukoil Holdings -- Spons (ADR) ............................ 15,000 232,520
Lukoil Holdings -- Spons (ADR) (Preferred Shares) ......... 40,000 134,684
Noble Drilling Corp. * .................................... 2,200,000 28,462,500
Oceaneering International, Inc. * ......................... 300,000 4,500,000
Parker Drilling Corp. * ................................... 3,756,100 11,972,569
Rowan Cos., Inc. * ........................................ 1,684,800 16,848,000
Stolt Comex Seaway S.A. * ................................. 14,000 94,500
Stolt Comex Seaway S.A. (ADR) (Class A) * ................. 880,000 4,950,000
------------
103,694,773
------------
TOTAL ENERGY (5.4%) ....................................... 113,329,773
------------
TECHNOLOGY
ELECTRONICS (8.8%)
Altera Corp. * ............................................ 460,000 28,002,500
Cisco Systems, Inc. * ..................................... 400,000 37,125,000
DBT Online, Inc. * ........................................ 160,000 3,990,000
Micron Technology, Inc. * ................................. 300,000 15,168,750
Motorola, Inc. ............................................ 50,000 3,053,125
Network Associates, Inc. * ................................ 550,000 36,437,500
Sanmina Corp. * ........................................... 305,600 19,100,000
Sterling Commerce, Inc. * ................................. 250,000 11,250,000
Xilinx, Inc. * ............................................ 479,300 31,214,413
------------
185,341,288
------------
OFFICE EQUIPMENT SERVICES (3.4%)
First Data Corp. .......................................... 600,000 19,012,500
HBO & Co. ................................................. 1,752,500 50,274,844
Novell, Inc. * ............................................ 100,000 1,812,500
------------
71,099,844
------------
TELECOMMUNICATIONS (10.6%)
American Satellite Network -- Rights * .................... 70,000 0
Esprit Telecom Group PLC (ADR) * .......................... 50,000 2,337,500
Global TeleSystems Group, Inc. * .......................... 1,290,000 71,917,500
</TABLE>
13
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- (Concluded)
December 31, 1998
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Millicom International Cellular S.A. * .................................. 1,550,000 $ 54,056,250
NTL Incorporated * ...................................................... 100,000 5,643,750
United States Cellular Corp. * .......................................... 2,345,000 89,110,000
--------------
223,065,000
--------------
TOTAL TECHNOLOGY (22.8%) ................................................ 479,506,132
--------------
TOTAL COMMON STOCKS (99.4%)
(Cost $1,914,414,699)................................................... 2,098,464,735
--------------
PREFERRED STOCKS:
CONSUMER CYCLICALS
AIRLINES (0.0%)
Continental Airlines Financial Trust
8.5% Conv. ............................................................. 13,500 934,875
--------------
TOTAL CONSUMER CYCLICALS (0.0%) ......................................... 934,875
--------------
TOTAL PREFERRED STOCKS (0.0%)
(Cost $841,125)......................................................... 934,875
--------------
PARTICIPATION IN SEPARATE ACCOUNT NO. 2A,
at amortized cost, which approximates
market value, equivalent to 8,358 units
at $285.54 each (0.1%).................................................. 2,386,642
--------------
TOTAL INVESTMENTS (99.5%)
(Cost $1,917,642,466)................................................... 2,101,786,252
OTHER ASSETS LESS LIABILITIES (0.5%) .................................... 11,260,934
AMOUNTS RETAINED BY EQUITABLE LIFE IN
SEPARATE ACCOUNT NO. 4 (0.0%) (NOTE 1) ................................. (1,271,958)
--------------
NET ASSETS (100.0%) ..................................................... $2,111,775,228
==============
Reserves attributable to participants' accumulations .................... 2,072,991,897
Reserves and other contract liabilities attributable to annuity benefits 38,783,331
--------------
NET ASSETS .............................................................. $2,111,775,228
==============
</TABLE>
- ----------
* Non-income producing.
See Notes to Financial Statements.
14
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
of The Equitable Life Assurance Society of the United States
Notes to Financial Statements
1. Separate Account No. 4 (Pooled) (the Alliance Growth Equity Fund) (the Fund)
of The Equitable Life Assurance Society of the United States (Equitable
Life), a wholly-owned subsidiary of The Equitable Life Companies
Incorporated, was established in conformity with the New York State
Insurance Law. Pursuant to such law, to the extent provided in the
applicable contracts, the net assets in the Fund are not chargeable with
liabilities arising out of any other business of Equitable Life. The
excess of assets over reserves and other contract liabilities amounting to
$1,271,958 as shown in the Statement of Assets and Liabilities in Separate
Account No. 4 may be transferred to Equitable Life's General Account.
These financial statements reflect the total net assets and results of
operations for Separate Account No. 4. The Members Retirement Programs
constitute, among many others, contract owners participating in this Fund.
Interests of retirement and investment plans for Equitable Life employees,
managers, and agents in Separate Account No. 4 aggregated $323,953,589
(15.3%), at December 31, 1998 and $384,471,790 (14.5%), at December 31,
1997, of the net assets in the Fund.
Equitable Life is the investment manager for the Fund. Alliance Capital
Management L.P. (Alliance) serves as the investment adviser to Equitable
Life with respect to the management of the Fund. Alliance is a
publicly-traded limited partnership which is indirectly majority-owned by
Equitable Life.
Equitable Life and Alliance seek to obtain the best price and execution of
all orders placed for the Fund considering all circumstances. In addition
to using brokers and dealers to execute portfolio security transactions for
accounts under their management, Equitable Life and Alliance may also enter
into other types of business and securities transactions with brokers and
dealers, which will be unrelated to allocation of the Fund's portfolio
transactions.
The accompanying financial statements are prepared in conformity with
generally accepted accounting principles (GAAP). The preparation of
financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
those estimates.
2. Security transactions are recorded on the trade date. Amortized cost of debt
securities consists of cost adjusted, where applicable, for amortization
of premium or accretion of discount. Dividend income is recorded on the
ex-dividend date; interest income (including amortization of premium and
discount on securities using the effective yield method) is accrued daily.
Realized gains and losses on the sale of investments are computed on the
basis of the identified cost of the related investments sold.
Transactions denominated in foreign currencies are recorded at the rate
prevailing at the date of such transactions. Asset and liability accounts
that are denominated in a foreign currency are adjusted to reflect the
current exchange rate at the end of the period. Transaction gains or losses
resulting from changes in the exchange rate during the reporting period or
upon settlement of the foreign currency transactions are reflected under
"Realized and Unrealized Gain (Loss) on Investments" in the Statements of
Operations and Changes in Net Assets.
Equitable Life's internal short-term investment account, Separate Account
No. 2A, was established to provide a more flexible and efficient vehicle to
combine and invest temporary cash positions of certain eligible accounts
15
<PAGE>
- --------------------------------------------------------------------------------
(Participating Funds) under Equitable Life's management. Separate Account
No. 2A invests in debt securities maturing in sixty days or less from the
date of acquisition. At December 31, 1998, the amortized cost of
investments held in Separate Account No. 2A consist of the following:
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------
AMORTIZED COST %
- ---------------------------------------------------------------------------------------------
<S> <C> <C>
Commercial Paper, 5.10% - 5.35% due 01/04/99 through 02/18/99 $ 230,335,099 97.7%
U.S. Government Agency, 4.28% due 01/04/99 ................... 5,198,145 2.2
- ---------------------------------------------------------------------------------------------
Total Investments ............................................ 235,533,244 99.9
Other Assets less Liabilities ................................ 215,649 0.1
- ---------------------------------------------------------------------------------------------
Net Assets of Separate Account No. 2A ........................ $ 235,748,893 100.0%
=============================================================================================
Units Outstanding ............................................ 825,639
Unit Value ................................................... $ 285.54
- ---------------------------------------------------------------------------------------------
</TABLE>
Participating Funds purchase or redeem units depending on each participating
account's excess cash availability or cash needs to meet its liabilities.
Separate Account No. 2A is not subject to investment management fees. Separate
Account No. 2A is valued daily at amortized cost, which approximates market
value.
For 1998 and 1997, investment security transactions, excluding short-term debt
securities, were as follows:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------
COST OF NET PROCEEDS
PURCHASES OF SALES
- --------------------------------------------------------------------------------------
Stocks and long-term corporate debt securities:
<S> <C> <C>
1998 ........................................ $1,692,067,102 $2,151,023,546
1997 ........................................ 1,569,991,103 1,988,739,298
U.S. Government obligations:
1998 ........................................ -- --
1997 ........................................ -- --
- ------------------------------------------------- -------------- --------------
</TABLE>
3. Investment securities are valued as follows:
Stocks listed on national securities exchanges and certain over-the-counter
issues traded on the National Association of Securities Dealers, Inc.
Automated Quotation (NASDAQ) national market system are valued at the last
sale price, or, if no sale, at the latest available bid price.
Foreign securities not traded directly, or in American Depository Receipt
(ADR) form in the United States, are valued at the last sale price in the
local currency on an exchange in the country of origin. Foreign currency is
converted into its U.S. dollar equivalent at current exchange rates.
United States Treasury securities and other obligations issued or
guaranteed by the United States Government, its agencies or
instrumentalities are valued at representative quoted prices.
Long-term publicly traded corporate bonds are valued at prices obtained
from a bond pricing service of a major dealer in bonds when such prices are
available; however, in circumstances where Equitable Life and Alliance deem
it appropriate to do so, an over-the-counter or exchange quotation may be
used.
Convertible preferred stocks listed on national securities exchanges are
valued at their last sale price or, if there is no sale, at the latest
available bid price.
Convertible bonds and unlisted convertible preferred stock are valued at
bid prices obtained from one or more
16
<PAGE>
- --------------------------------------------------------------------------------
major dealers in such securities; where there is a discrepancy between
dealers, values may be adjusted based on recent premium spreads to the
underlying common stock.
Other assets that do not have a readily available market price are valued
at fair value as determined in good faith by Equitable Life's Investment
officers.
Separate Account No. 2A is valued daily at amortized cost, which
approximates market value. Short-term debt securities purchased directly by
the Funds which mature in 60 days or less are valued at amortized cost.
Short-term debt securities which mature in more than 60 days are valued at
representative quoted prices.
4. Charges and fees are deducted in accordance with the terms of the various
contracts which participate in the Fund. With respect to the Members
Retirement Programs, these expenses consist of investment management and
accounting fees, program expense charge, direct expenses and record
maintenance and report fees. These charges and fees are paid to Equitable
Life by the Fund and are recorded as expenses in the accompanying Statements
of Operations and Changes in Net Assets.
5. No Federal income tax based on net income or realized and unrealized capital
gains was applicable to contracts participating in the Fund for the two
years ended December 31, 1998, by reason of applicable provisions of the
Internal Revenue Code and no Federal income tax payable by Equitable Life
for such years will affect such contracts. Accordingly, no Federal income
tax provision is required.
17
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements included in Part B.
The following are included in the Statement of Additional
Information relating to the American Dental Association
Program:
1. Separate Account Nos., 4 (Pooled), 191 and 200
(The Growth Equity, ADA Foreign and Aggressive
Equity Accounts):
-Report of Independent Accountants - PricewaterhouseCoopers LLP
2. Separate Account No. 4 (Pooled):
- Statement of Assets and Liabilities, December 31, 1998
- Statements of Operations and Changes in Net
Assets for the Years Ended December 31, 1998 and 1997
- Portfolio of Investments, December 31, 1998
- Notes to Financial Statements
3. Separate Account No. 191:
- Statement of Assets and Liabilities, December 31, 1998
- Statements of Operations and Changes in Net
Assets for the Years Ended December 31, 1998 and 1997
4. Separate Account No. 200:
- Statement of Assets and Liabilities
- Statement of Operations and Changes in Net Assets for
the Years Ended December 31, 1998 and 1997
5. Separate Account Nos. 191 and 200:
- Notes to Audited Financial Statements
6. Separate Account No. 30 (Pooled):
- Report of Independent Accountants - PricewaterhouseCoopers LLP
- Statement of Assets and Liabilities, December 31, 1998
- Statements of Operations and Changes in Net Assets for the Years
Ended December 31, 1997 and 1997
- Statements of Cash Flows for the Years Ended December 31, 1998 and
1996
- Statement of Investments and Net Assets, December 31, 1998
- Notes to Financial Statements
C-1
<PAGE>
7. Separate Account No. 8 (Prime Property Fund):
- Report of Independent Accountants - PricewaterhouseCoopers LLP
- Statement of Assets and Liabilities, December 31, 1998
- Statements of Operations and Changes in Net Assets for the Years
Ended December 31, 1998 and 1997
- Statements of Cash Flows for the Years Ended December 31, 1998 and
1997
- Notes to Financial Statements
8. Schedule X:
- Supplementary Income Statement Information, December 31, 1998 and
1997
9. Schedule XII:
- Mortgage Loans Receivable on Real Estate, December 31, 1998 and
1997
10. The Equitable Life Assurance Society of the United States:
- Report of Independent Accountants - PricewaterhouseCoopers LLP
- Consolidated Balance Sheets, December 31, 1998 and 1997
- Consolidated Statements of Earnings for the Years Ended December
31, 1998, 1997 and 1996
- Consolidated Statements of Equity for the Years Ended December 31,
1998, 1997 and 1996
- Consolidated Statements of Cash Flows for the Years Ended December
31, 1998, 1997 and 1996.
(b) Exhibits.
The following Exhibits are filed herewith:
1. (a) Resolutions of the Board of Directors of The Equitable Life Assurance
Society of the United States ("Equitable") authorizing the
establishment of Equitable's Separate Account Nos. 4, 30, and
191, incorporated by reference to Post-Effective Amendment No. 1 on
Form N-3 to Registration Statement 33-46995, filed July 22, 1992.
(b) Resolutions of the Board of Directors of The Equitable authorizing the
establishment of Equitable's Separate Account 200, dated September 5,
1995, incorporated by reference to Exhibit 1(b) to Registration
Statement No.333-50967, filed February 5, 1999.
(c) Action, dated April 6, 1999 regarding the establishment of Separate
Account 206, dated April 6, 1999 pursuant to Resolution Nos. 21-69,
B46-70, B42-84 and B57-91.
2. Not Applicable.
3. Not Applicable.
C-2
<PAGE>
4. (a) Exhibit 6(a)(2) (Group Annuity Contract AC 2100,
as amended and restated effective February 1,
1991 on contract Form No. APC 1,000- 91, among
the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement
Plans and The Equitable Life Assurance Society
of the United States), incorporated by reference
to Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement 33-40162, filed December
20, 1991.
(b) Rider No. 1 to Group Annuity Contract AC 2100
among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-46995 on Form N-3 of Registrant, filed April
8, 1992.
(c) Form of Rider No. 2 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-46995 on Form N-3 of Registrant, filed April
8, 1992.
(d) Rider No. 3 to Group Annuity Contract AC 2100
among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-75616 on Form N-4 of Registrant, filed April
29, 1994.
(e) Form of Rider No. 4 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement
C-3
<PAGE>
Plans and The Equitable Life Assurance Society
of the United States, incorporated by reference
to Registration No. 33-75616 on Form N-4 of
Registrant, filed April 29, 1994.
(f) Form of Rider No. 5 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-75616 on Form N-4 of Registrant, on February
27, 1995.
(g) Form of Rider No. 6 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
previously filed with this Registration
Statement No. 33-63113 on September 29, 1995.
(h) Form of Rider No. 7 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Pre-Effective
Amendment No. 1 to Registration Statement No.
33-63113 on Form N-4 of Registrant, filed on
November 21, 1995.
(i) Form of Rider No. 8 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Pre-Effective
Amendment No. 1 to Registration Statement No.
333-01301 on Form N-4 of Registrant filed April
30, 1996.
(j) Form of Rider No. 9 to Group Annuity Contract
AC 2100 among the Trustees of the American
Dental Association Members Retirement Trust,
the American Dental Association Members Pooled
Trust for Retirement Plans and The Equitable
Life Assurance Society of the United States,
incorporated by reference to Registration
Statement No. 333-25807 on form N-4, filed on
April 24, 1997.
5. (a) Exhibit 7(a) (Form of Participation Agreement
for the standardized Profit-Sharing Plan under
the ADA Program), incorporated by reference to
Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement on Form S-1 of
Registrant, filed April l6, 1986.
(b) Exhibit 7(b) (Form of Participation Agreement
for the nonstandardized Profit-Sharing Plan
under the ADA Program), incorporated by
reference to Post-Effective Amendment No. 1 on
Form N-3 to Registration Statement on Form S-1
of Registrant, filed April l6, 1986.
(c) Exhibit 7(e) (Copy of Attachment to Profit
Sharing Participation Agreement under the
American Dental Association Members Retirement
Plan), incorporated by reference to Registration
No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1988.
(d) Exhibit 7(e)(2) (Form of Participant Enrollment
Form under the ADA Program), incorporated by
reference to Post-Effective Amendment No. 2 on
Form N-3 to Registration Statement on Form S-1
of Registrant, filed April 2l, l987.
(e) Exhibit 7(v) (Form of Simplified Participation
Agreement for the Profit-Sharing Plan under the
ADA Program, as filed with the Internal
C-4
<PAGE>
Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration
No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1989.
(f) Exhibit 7(w) (Form of Non-Standardized
Participation Agreement for the Profit-Sharing
Plan under the ADA Program, as filed with the
Internal Revenue Service), incorporated by
reference to Post- Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(g) Exhibit 7(x) (Form of Standardized Participation
Agreement for the Profit-Sharing Plan under the
ADA Program, as filed with the Internal Revenue
Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration
No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1989.
(h) Buy-Sell Agreement by and among the Trustees of
the American Dental Association Members Retirement
Trust and of the American Dental Association
Members Pooled Trust for Retirement Plans, The
Equitable Life Assurance Society of the United
States, Templeton Funds, Inc. and Templeton Funds
Distributor, Inc., incorporated by reference to
Registration Statement No. 33-46995 on Form N-3 of
Registrant, filed April 8, 1992.
(i) Amended and Restated Buy-Sell Agreement effective
April 17, 1995 between The Equitable Life
Assurance Society of the United States and
Franklin Templeton Distributors, Inc.,
incorporated by reference to Registration
Statement No. 33-91588 on From N-3 of Registrant,
filed April 28, 1995.
6. (a) Copy of the Restated Charter of The Equitable
Life Assurance Society of the United States, as
amended January 1, 1997, incorporated by
reference to Registration No. 333-25807 on Form
N-4, filed April 24, 1997.
(b) By-Laws of The Equitable Life Assurance Society
of the United States, as amended November 21,
1996, incorporated by reference to Registration
No. 333-25807 on Form N-4, filed April 24, 1997.
7. Not applicable
8. (a) Exhibit 11(a)(2) (Form of American Dental
Association Members Retirement Plan, as filed
with the Internal Revenue Service), incorporated
by reference to Post-Effective Amendment No. 2
to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(b) Exhibit 11(g)(2) (Form of American Dental
Association Members Retirement Trust, as filed
with the Internal Revenue Service), incorporated
by reference to Post-Effective Amendment No. 2
to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(c) Exhibit 11(i) (Form of First Amendment to the
American Dental Association Members Retirement
Trust), incorporated by reference to
Post-Effective Amendment No. 1 to Registration
No. 33-40162 on Form N-3 of Registrant, filed
December 20, 1991.
C-5
<PAGE>
(d) Exhibit 11(o) (Copy of Administration Services
Agreement, dated May 1, 1994, among The
Equitable Life Assurance Society of the United
States, the Trustees of the American Dental
Association Members Retirement Trust, and of the
American Dental Association Members Pooled Trust
for Retirement Plans and the Council of
Insurance of the American Dental Association),
incorporated by reference to Registration
Statement No. 33-75614 on Form N-3 of
Registrant, filed February 23, 1994.
(e) Exhibit 11(j) (Copy of American Dental
Association Members Pooled Trust for Retirement
Plans, dated as of January 1, 1984),
incorporated by reference to Post-Effective
Amendment No. 1 to Registration No. 33-40162 on
Form N-3 of Registrant on Form N-3 of
Registrant, filed December 20, 1991.
(f) Exhibit 11(k) (Form of First Amendment to the
American Dental Association Members Pooled Trust
for Retirement Plans, dated as of January 1,
1984), incorporated by reference to
Post-Effective Amendment No. 1 to Registration
No. 33-40162 on Form N-3 of Registrant, filed
December 20, 1991.
9. (a) Opinion and Consent of Anthony A. Dreyspool,
Vice President and Associate General Counsel of
The Equitable Life Assurance Society of the
United States incorporated by reference to
Registration Statement No. 333-25807, filed
April 24, 1997.
(b) Opinion and Consent of Mary P. Breen, Vice
President and Associate General Counsel of the
Equitable Life Assurance Society of the United
States, previously filed with this Registration
Statement on Form N-4, File No. 333-50967 on
April 24, 1998.
(c) Opinion and Consent of Mary Joan Hoene, Vice
President and Counsel of The Equitable Life
Assurance Society of the United States,
previously filed with this Registration
Statement, File No. 333-77117 on April 27, 1999.
10. (a) Consent of Anthony A. Dreyspool (included within
Exhibit 9(a) above).
(b) Consent of Mary P. Breen, (included within
Exhibit 9 (b) above).
(c) Consent of Mary Joan Hoene (included within
Exhibit 9(c) above).
(d) Consent of PricewaterhouseCoopers LLP.
(e) Powers of Attorney, previously filed with this
Registration Statement, File No. 333-77117 on
April 27, 1999.
(f) Power of Attorney.
11. Not applicable.
12. Not applicable.
13. Not applicable.
14. Not Applicable.
C-6
<PAGE>
Item 25: Directors and Officers of Equitable.
Set forth below is information regarding the directors and principal
officers of Equitable. Equitable's address is 1290 Avenue of Americas,
New York, New York 10104. The business address of the persons whose
names are preceded by an asterisk is that of Equitable.
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
DIRECTORS
Francoise Colloc'h Director
AXA
23, Avenue Matignon
75008 Paris, France
Henri de Castries Director
AXA
23, Avenue Matignon
75008 Paris, France
Joseph L. Dionne Director
The McGraw-Hill Companies
1221 Avenue of the Americas
New York, NY 10020
Denis Duverne Director
AXA
23, Avenue Matignon
75008 Paris, France
Jean-Rene Fourtou Director
Rhone-Poulenc S.A.
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France
Norman C. Francis Director
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125
C-7
<PAGE>
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
Donald J. Greene Director
LeBouef, Lamb, Greene & MacRae
125 West 55th Street
New York, NY 10019-4513
John T. Hartley Director
Harris Corporation
1025 NASA Boulevard
Melbourne, FL 32919
John H.F. Haskell Jr. Director
Warburg Dillion Read LLC
535 Madison Avenue
New York, NY 10028
Mary R. (Nina) Henderson Director
International Plaza
P.O. Box 8000
Englewood Cliffs, NJ 07632-9976
W. Edwin Jarmain Director
Jarmain Group Inc.
121 King Street West
Suite 2525
Toronto, Ontario M5H 3T9,
Canada
George T. Lowy Director
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
C-8
<PAGE>
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
Didier Pineau-Valencienne Director
Schneider S.A.
64-70 Avenue Jean-Baptiste Clement
92646 Boulogne-Billancourt Cedex
France
George J. Sella, Jr. Director
P.O. Box 397
Newton, NJ 07860
Peter J. Tobin Director
St. John's University
8,000 Utopia Parkway
Jamaica, NY 11439
Dave H. Williams Director
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, NY 10105
OFFICER-DIRECTORS
- -----------------
*Michael Hegarty President, Chief Operating
Officer and Director
*Edward D. Miller Chairman of the Board,
Chief Executive Officer
and Director
*Derry Bishop Executive Vice President and
Chief Agency Officer
* Stanley B. Tulin Vice Chairman of the Board,
Chief Financial Officer and Director
OTHER OFFICERS
- --------------
*Leon Billis Executive Vice President
and Chief Information Officer
*Harvey Blitz Senior Vice President
*Kevin R. Byrne Senior Vice President and Treasurer
*John A. Caroselli Executive Vice President
*Alvin H. Fenichel Senior Vice President and
Controller
*Robert T. Brockbank Executive Vice President
and AXA Group Deputy Chief
Information Officer
C-9
<PAGE>
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
*Paul J. Flora Senior Vice President and Auditor
*Robert E. Garber Executive Vice President and
General Counsel
James D. Goodwin Vice President
*Edward J. Hayes Senior Vice President
*Mark A. Hug Senior Vice President
*Donald R. Kaplan Vice President and Chief Compliance
Officer and Associate General
Counsel
*Michael S. Martin Executive Vice President and Chief
Marketing Officer
*Richard J. Matteis Executive Vice President
*Brian S. O'Neil Executive Vice President
*Peter D. Noris Executive Vice President and Chief
Investment Officer
*Anthony C. Pasquale Senior Vice President
*Pauline Sherman Senior Vice President, Secretary and
Associate General Counsel
*Samuel B. Shlesinger Senior Vice President
*Richard V. Silver Senior Vice President and Deputy
General Counsel
*Jose Suquet Senior Executive Vice President and
Chief Distribution Officer
*Naomi Weinstein Vice President
*Gregory Wilcox Executive Vice President
*R. Lee Wilson Executive Vice President
*Maureen K. Wolfson Vice President
C-10
<PAGE>
Item 26. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant.
Separate Account Nos. 4, 8, 30, 191, 200, and 206 of The Equitable Life
Assurance Society of the United States (the "Separate Accounts") are separate
accounts of Equitable. Equitable, a New York stock life insurance company, is a
wholly owned subsidiary of AXA Financial, Inc. (the "Holding Company"), a
publicly traded company.
The largest stockholder of the Holding Company is AXA which as of
October 4, 1999 beneficially owned 58.1% of the Holding Company's outstanding
common stock. AXA is able to exercise significant influence over the operations
and capital structure of the Holding Company and its subsidiaries, including
Equitable. AXA, a French company, is the holding company for an international
group of insurance and related financial services companies.
C-11
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
AXA Finanical, Inc. (formerly the Equitable Companies, Incorporated) (1991)
(Delaware)
Donaldson, Lufkin & Jenrette, Inc. (1993) (Delaware) (39.7%)
(See Addendum B(1) for subsidiaries)
AXA Client Solutions, LLC (1999) (Delaware)
AXA Distribution Holding Corporation (1999) (Delaware)
AXA Advisors, LLC (formerly EQ Financial Consultants, Inc. (1971)
Delaware)(a)(b)
The Equitable Life Assurance Society of the United States (1989)
(New York) (a)(b)
Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by AXA
Financial, Inc. (formerly Equitable Companies, Incorporated); and
EHC) (Delaware) (34.3%) (See Addendum B(1) for subsidiaries)
The Equitable of Colorado, Inc. (l983) (Colorado)
EVLICO, INC. (1995) (Delaware)
EVLICO East Ridge, Inc. (1995) (California)
GP/EQ Southwest, Inc. (1995) (Texas)
Franconom, Inc. (1985) (Pennsylvania)
Frontier Trust Company (1987) (North Dakota)
Gateway Center Buildings, Garage, and Apartment Hotel, Inc.
(inactive) (pre-l970) (Pennsylvania)
Equitable Deal Flow Fund, L.P.
Equitable Managed Assets (Delaware)
EREIM LP Associates (99%)
EML Associates, L.P. (19.8%)
Alliance Capital Management L.P. (2.7% limited partnership
interest)
ACMC, Inc. (1991) (Delaware)(s)
Alliance Capital Management L.P. (1988) (Delaware)
(39.3% limited partnership interest)
EVCO, Inc. (1991) (New Jersey)
EVSA, Inc. (1992) (Pennsylvania)
Prime Property Funding, Inc. (1993) (Delaware)
Wil Gro, Inc. (1992) (Pennsylvania)
Equitable Underwriting and Sales Agency (Bahamas) Limited (1993)
(Bahamas)
Equitable Distributors, Inc. (1988) Delaware (a)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
C-12
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
NOTES
-----
1. The year of formation or acquisition and state or country of incorporation
of each affiliate is shown.
2. The chart omits certain relatively inactive special purpose real estate
subsidiaries, partnerships, and joint ventures formed to operate or develop
a single real estate property or a group of related properties, and certain
inactive name-holding corporations.
3. All ownership interests on the chart are 100% common stock ownership
except: (a) AXA Financial, Inc.'s 39.7% interest in Donaldson, Lufkin &
Jenrette, Inc., and Equitable Holdings, LLC's 34.4% interest in same; (b)
as noted for certain partnership interests; (c) Equitable Life's ACMC,
Inc.'s and Equitable Capital Management Corporation's limited partnership
interests in Alliance Capital Management L.P.; and (d) as noted for certain
subsidiaries of Alliance Capital Management Corp. of Delaware, Inc.
4. The following entities are not included in this chart because, while they
have an affiliation with The Equitable, their relationship is not the
ongoing equity-based form of control and ownership that is characteristic
of the affiliations on the chart, and, in the case of the first entity, it
is under the direction of at least a majority of "outside" trustees:
EQ Advisors Trust
Separate Accounts
5. This chart was last revised on October 1, 1999.
C-13
<PAGE>
AXA Financial, Inc. (cont.)
Donaldson Lufkin & Jenrette, Inc. (cont.)
AXA Client Solutions, LLC (cont.)
AXA Distribution Holding Corp. (cont.)
Equitable Life Assurance Society of the United States (cont.)
Fox Run, Inc. (1994) (Massachusetts)
STCS, Inc. (1992) (Delaware)
CCMI Corporation (1994) (Maryland)
FTM Corporation (1994) (Maryland)
Equitable BJVS, Inc. (1992) (California)
Equitable Rowes Wharf, Inc. (1995) (Massachusetts)
Camelback JVS, Inc. (1995) (Arizona)
ELAS Realty, Inc. (1996) (Delaware)
100 Federal Street Realty Corporation (Massachusetts)
Equitable Structured Settlement Corporation (1996) (Delaware)
Prime Property Funding II, Inc. (1997) (Delaware)
Sarasota Prime Hotels, Inc. (1997) (Florida)
ECLL, Inc. (1997) (Michigan)
Equitable Holdings LLC (1997) (New York) (into which Equitable Holding
Corporation was merged in 1997)
ELAS Securities Acquisition Corp. (l980) (Delaware)
100 Federal Street Funding Corporation (Massachusetts)
EquiSource of New York, Inc. (1986) (New York) (See
Addendum A for subsidiaries)
Equitable Casualty Insurance Company (l986) (Vermont)
EREIM LP Corp. (1986) (Delaware)
EREIM LP Associates (1%)
EML Associates (.02%)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
C-14
<PAGE>
AXA Financial, Inc. (cont.)
Donaldson Lufkin & Jenrette, Inc. (cont.)
AXA Client Solutions, LLC (cont.)
AXA Distribution Holding Corp. (cont.)
Equitable Life Assurance Society of the United States (cont.)
Equitable Holdings, LLC (cont.)
Equitable JVS, Inc. (1988) (Delaware)
Astor/Broadway Acquisition Corp. (1990) (New York)
Astor Times Square Corp. (1990) (New York)
PC Landmark, Inc. (1990) (Texas)
Equitable JVS II, Inc. (1994) (Maryland)
EJSVS, Inc. (1995) (New Jersey)
Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EQ and
EHC) (Delaware) (34.4%) (See Addendum B(1) for
subsidiaries)
JMR Realty Services, Inc. (1994) (Delaware)
Equitable Investment Corporation (1971) (New York)
Stelas North Carolina Limited Partnership (50% limited
partnership interest) (1984)
Equitable JV Holding Corporation (1989) (Delaware)
Alliance Capital Management Corporation (1991) (Delaware) (b)
(See Addendum B(2) for subsidiaries)
Equitable Capital Management Corporation (1985)
(Delaware) (b)
Alliance Capital Management L.P. (1988)
(Delaware) (14.7% limited partnership interest)
EQ Services, Inc. (1992) (Delaware)
EREIM Managers Corp. (1986) (Delaware)
ML/EQ Real Estate Portfolio, L.P.
EML Associates, L.P.
(a) Registered Broker/Dealer (b) Registered Investment
Advisor
C-15
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
ADDENDUM A - SUBSIDIARY
OF EQUITABLE HOLDINGS, LLC
HAVING MORE THAN FIVE SUBSIDIARIES
-------------------------------------------------------
EquiSource of New York, Inc. (formerly Traditional Equinet Business Corporation
of New York) has the following subsidiaries that are brokerage companies to
make available to Equitable Agents within each state traditional (non-equity)
products and services not manufactured by Equitable:
EquiSource of Alabama, Inc. (1986) (Alabama)
EquiSource of Arizona, Inc. (1986) (Arizona)
EquiSource of Arkansas, Inc. (1987) (Arkansas)
EquiSource Insurance Agency of California, Inc. (1987) (California)
EquiSource of Colorado, Inc. (1986) (Colorado)
EquiSource of Delaware, Inc. (1986) (Delaware)
EquiSource of Hawaii, Inc. (1987) (Hawaii)
EquiSource of Maine, Inc. (1987) (Maine)
EquiSource Insurance Agency of Massachusetts, Inc. (1988)
(Massachusetts)
EquiSource of Montana, Inc. (1986) (Montana)
EquiSource of Nevada, Inc. (1986) (Nevada)
EquiSource of New Mexico, Inc. (1987) (New Mexico)
EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania)
EquiSource of Puerto Rico, Inc. (1997) (Puerto Rico)
EquiSource Insurance Agency of Utah, Inc. (1986) (Utah)
EquiSource of Washington, Inc. (1987) (Washington)
EquiSource of Wyoming, Inc. (1986) (Wyoming)
C-16
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
ADDENDUM B - INVESTMENT SUBSIDIARIES
HAVING MORE THAN FIVE SUBSIDIARIES
------------------------------------
Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and
approximately 150 other subsidiaries, most of which are special purpose
subsidiaries (the number fluctuates according to business needs):
Donaldson, Lufkin & Jenrette, Securities Corporation (1985)
(Delaware) (a) (b)
Wood, Struthers & Winthrop Management Corp. (1985)
(Delaware) (b)
Autranet, Inc. (1985) (Delaware) (a)
DLJ Real Estate, Inc.
DLJ Capital Corporation (b)
DLJ Mortgage Capital, Inc. (1988) (Delaware)
Alliance Capital Management Corporation (as general partner) (b) has the
following subsidiaries:
Alliance Capital Management L.P. (1988) (Delaware) (b)
Alliance Capital Management Corporation of Delaware, Inc.
(Delaware)
Alliance Fund Services, Inc. (Delaware) (a)
Alliance Fund Distributors, Inc. (Delaware) (a)
Alliance Capital Oceanic Corp. (Delaware)
Alliance Capital Management Australia Pty. Ltd.
(Australia)
Meiji - Alliance Capital Corp. (Delaware) (50%)
Alliance Capital (Luxembourg) S.A. (99.98%)
Alliance Eastern Europe Inc. (Delaware)
Alliance Barra Research Institute, Inc. (Delaware)
(50%)
Alliance Capital Management Canada, Inc. (Canada)
(99.99%)
Alliance Capital Management (Brazil) Llda
Alliance Capital Global Derivatives Corp. (Delaware)
Alliance International Fund Services S.A.
(Luxembourg)
Alliance Capital Management (India) Ltd. (Delaware)
Alliance Capital Mauritius Ltd.
Alliance Corporate Finance Group, Incorporated
(Delaware)
Equitable Capital Diversified Holdings, L.P. I
Equitable Capital Diversified Holdings, L.P. II
Curisitor Alliance L.L.C. (Delaware)
Curisitor Holdings Limited (UK)
Alliance Capital Management (Japan), Inc.
Alliance Capital Management (Asia) Ltd.
Alliance Capital Management (Turkey), Ltd.
Cursitor Alliance Management Limited (UK)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
C-17
<PAGE>
AXA GROUP CHART
The information listed below is dated as of January 1, 1999; percentages
shown represent voting power. The name of the owner is noted when AXA
indirectly controls the company.
AXA INSURANCE AND REINSURANCE BUSINESS HOLDING
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Assurances IARD France 100% by AXA France Assurance
AXA Assurances Vie France 88.1% by AXA France Assurance
and 11.9% by AXA Collectives
AXA Courtage IARD France 100% by AXA France Assurance
and AXA Global Risks
AXA Conseil Vie France 100% by AXA France Assurance
AXA Conseil IARD France 100% by AXA France Assurance
AXA Direct France 100% by AXA
Direct Assurances IARD France 100% by AXA Direct
Direct Assurance Vie France 100% by AXA Direct
Tellit Vie Germany 100% by AKA-CKAG
Axiva France 100% by AXA France Assurance
and AXA Conseil Vie
Juridica France 100% by AXA France Assurance
AXA Assistance France France 100% by AXA Assistance SA
AXA Collectives France AXA France Assurance, AXA
Assurances IARD and AXA
Courtage IARD Mutuelle
Societe Beaujon France 100% by AXA
Lor Finance France 99.3% by AXA
Jour Finance France 100% by AXA Conseil IARD and
by AXA Assurances IARD
Financiere 45 France 99.8% by AXA
Mofipar France 99.9% by AXA
NSM Vie France 40.1% by AXA France Assurance
Saint Georges Re France 100% by France Assurance
AXA Global Risks France 100% owned by AXA France
Assurance, AXA Courtage
Assurance Mutuelle and AXA
Assurances IARD Mutuelle
Argovie France 94% by Axiva
AXA Assistance SA France 76.8% by AXA and 23.2% by AXA
France Assurance
S.P.S Reassurance France 69.9% by AXA Reassurance
AXA Participations France 50% by AXA, 25% by AXA Global
Risks and 25% by AXA Courtage
IARD
Colisee Excellence France 100% by Financiere Mermoz
Financiere Mermoz France 100% by AXA
C-18
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA France Assurance France 100% by AXA
Thema Vie France 99.6% Axiva Vie
AXA-Colonia Konzern AG (AXA-
CKAG) Germany 39.7% by Vinci BV, 25.6% by
Kolnische Verwaltungs and
9.4% by AXA
Finaxa Belgium Belgium 100% by AXA
AXA Belgium Belgium 86.1% by Royale Belge and 13.9%
by Parcolvi
De Kortrijske Verzekering Belgium 99.8% by AXA Belgium
Juris Belgium 100% owned by AXA Belgium
Royale Belge Belgium 51.2% by AXA Holdings Belgium,
44.5% AXA and 3.2% AKA Global
Risks
Royale Belge 1994 Belgium 97.8% by Royale Belge and 2%
by UAB
UAB Belgium 100% by Royale Belge
Ardenne Prevoyante Belgium 99.4% by Royale Belge
GB Lex Belgium 55% by Royale Belge, 25% by
Royale Belge 1994, 10% by
Juridica and 10% by AXA
Conseil IARD
Royale Belge Re Belgium 100% by Royale Belge
Parcolvi Belgium 100% by Vinci Belgium
Holding BV
Vinci Belgium Belgium 99.5% by Vinci BV
Finaxa Luxembourg Luxembourg 100%
AXA Assurance IARD Luxembourg Luxembourg 100% by AXA Holding Luxembourg
AXA Assurance Vie Luxembourg Luxembourg 100% by AXA Holding Luxembourg
Royale UAP Luxembourg 100% by AXA Holding Luxembourg
Paneurolife Luxembourg 90% by different companies of
the AXA Group
Paneurore Luxembourg 100% by different companies of
the AXA Group
C-19
<PAGE>
Crealux Luxembourg 100% by Royale Belge
Futur Re Luxembourg 100% by AXA Global Risks
AXA Holding Luxembourg Luxembourg 100% by Royale Beige
AXA Aurora Spain 30% owned by AXA and 40%
by AXA Participations
Aurora Vida SA de Seguros y Spain 97% owned by Aurora Iberica SA
Reaseguros de Seguros y Reaseguros
1.5% by AXA
Hilo Direct Seguros y Reaseguros Spain 71.4% by AXA Aurora
Ayuda Legal Spain 88% AXA Aurora Iberica SA de
Seguros y Reaseguros and 12%
by Aurora Vida
AXA Aurora Iberica SA Spain 99.8% by AXA Aurora
de Seguros y Reaseguros
AXA Assicurazioni Italy 83.7% owned by AXA, 12% by
Grupo UAP Italiana, 2.2% by AXA
Conseil Vie and 2.1% by AXA
Collectives
Eurovita Italy 30% owned by AXA Assicurazioni
19% by AXA Conseil Vie and 19%
by AXA Collectives
Gruppo UAP Italia (GUI) Italy 97% by AXA Participants and 3%
by AXA Collectives
UAP Vita Italy 62% by AXA
Allsecures Vita Italy 100% by AXA
AXA Equity & Law plc U.K. 99.9% by AXA
AXA Equity & Law Life U.K. 100% by Sun Life Holdings Plc
Assurance Society
Sun Life lle de Man U.K. 100% owned by Sun Life
Assurance
AXA Global Risks U.K. 51% owned by AXA Global
Risks (France) and 49% by
AXA Courtage IARD
Sun Life and Provincial U.K. 71.6% by AXA and AXA
Holdings (SLPH) Equity & Law Plc
Sun Life Corporation Plc U.K. 100% by AXA Sun Life Holdings
Plc
Sun Life Assurance Society Plc U.K. 100% by AXA Sun Life Holdings
Plc
AXA Provincial Insurance U.K. 100% by SLPH
English & Scottish U.K. 100% by AXA UK
AXA UK U.K. 100% by AXA
Servco U.K. 100% by AXA Sun Life Holdings
Plc
AXA Sun Life Plc U.K. 100% by AXA Sun Life Holdings
Plc
AXA Leven The Nether- 100% by Nieuw Rotterdam
lands Verzekeringen
AXA Nederland BV The Nether- 55.4% by Royale Belge and 38.9%
lands by Gelderland BV
UNIROBE Groep BV The Nether- 100% by UAP Nieuw Rotterdam
lands Holding
C-20
<PAGE>
AXA Levensverzekeringen The Nether- 100% by UAP Nieuw Rotterdam
lands Verzekeringen
AXA Schade The Nether- 100% by UAP Nieuw Rotterdam
lands Verzekeringen
Societe Generale d'Assistance The Nether- 100% by AXA Assistance Holding
lands
Gelderland BV The Nether- 100% by Royale Belge
lands
AXA Zorg The Nether- 100% by UAP Nieuw Rotterdam
lands Verzekeringen
Vinci BV The Nether- 100% by AXA
lands
AXA Portugal Companhia de Portugal 96.2% by different companies
Serguros SA of the AXA Group
AXA Portugal Companhia de Portugal 87.6% by AXA Counseil Vie and
Serguros de Vida SA 7.5% AXA Participations
AXA Compagnie d'Assurances Switzerland 100% by AXA Participations
AXA Compagnie d'Assurances Switzerland 95% by AXA Participations
sur la vie
AXA Al Amane Assurances Morocco 52% by AXA Participations and
15% by Empargne Croissance
AXA Canada Inc. Canada 100% by AXA
Empargne Croissance Morocco 99.3% by AXA Al Amane
Assurances
Colonia Nordstern Leben Germany 50% by AXA - CKAG and 50% by
Colonia Nordstein Versicherungs
Kolnische Verwaltungs Germany 67.7% by Vinci BV, 23% by AXA
Colonia Konzern AG and 8.8% by
AXA
Sicher Direkt Versicherung Germany 50% by AXA Direct and 50% by
AXA - CKAG
AXA Colonia Krankenversicherung Germany 51% by AXA - CKAG, 39.6% by AXA
Colonia Lebenversicherung and
12% by Deutsche
Arzleversicherung
Colonia Nordstern Versicherungs Germany 100% by AXA - CKAG
C-21
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA non life Insurance Cy. Ltd Japan 100% by AXA Direct
AXA Life Insurance Japan 100% by AXA
Dongbu AXA Life Korea 50% by AXA
Insurance Co. Ltd.
Sime AXA Berhad Malaysia 30% owned by AXA and
AXA Reassurance
AXA Insurance Investment Singapore 88.7% by AXA and 11.4% by AXA
Holdings Pte Ltd Courtage IARD
AXA Life Insurance Singapore 100% owned by AXA
AXA Insurance Hong Kong 82.5% owned by AXA Investment
Holdings Pte Ltd and 17.5% by
AXA
National Mutual Asia Ltd Hong Kong 53.8% by National Mutual
Holdings, Ltd and 20% by Detura
The Equitable Companies U.S.A. 43% by AXA, Financiere 45,
Incorporated 3.2%, Lorfinance 6.4%, AXA
Equity & Law Life Association
Society 4.1% and AXA
Reassurance 2.9% and 0.4% by
Societe Beaujon
The Equitable Life Assurance U.S.A. 100% owned by The Equitable
Society of the United States Companies Incorporated
(ELAS)
National Mutual Holdings Ltd Australia 42.1% by AXA and 8.9% by AXA
Equity & Law Life Assurance
Society
The National Mutual Life Australia 100% owned by National Mutual
Association of Australasia Holdings Ltd
National Mutual International Australia 100% owned by National Mutual
Holdings Ltd
Australian Casualty & Life Ltd Australia 100% owned by National Mutual
Holdings Ltd
National Mutual Health Australia 100% owned by National Mutual
Insurance Pty Ltd Holdings Ltd
Detura Hong Kong 75% by National Mutual Holdings
AXA Insurance Pte Ltd Singapore 100% by AXA Insurance
Investment Holdings Pte Ltd
AXA Reinsurance Asia Pte Ltd Singapore 100% by AXA Reassurance
C-22
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Reassurance France 100% owned by AXA, AXA
Assurances IARD and AXA Global
Risks
AXA Re Finance France 79% owned by AXA Reassurance
AXA Cessions France 100% by AXA
AXA Reinsurance U.K. Plc U.K. 100% owned by AXA Re U.K.
Holding
AXA Re U.K. Company Limited U.K. 100% owned by AXA Reassurance
AXA Reinsurance Company U.S.A. 100% owned by AXA America
AXA America U.S.A. 100% owned by AXA Reassurance
AXA Global Risks US U.S.A. 96.4% by AXA Global Risks and
3.6% by Colonia Nordstern
Versicherungs AG
AXA Re Life Insurance Company U.S.A. 100% owned by AXA America
C.G.R.M. Monaco 100% owned by AXA Reassurance
Nordstern Colonia Osterreich Austria 88.5% by Colonia Nordstern
Versicherungs and 11.5% by
Colonia Nordstern Leben
Royale Belge International Belgium 100% by Royale Belge
Investissement
AXA Holding Belgium Belgium 75% by AXA, 17.7% by AXA Global
Risks and 7.4% by various
companies of the Group
Assurances de la Poste Belgium 50% by Royale Belge
Assurances de la Poste Vie Belgium 50% by Royale Belge
AXA Asset Management LTD U.K. 91% by AXA Investment Managers
and 9% by National Mutual Funds
Management
AXA Sun Life Holdings Plc U.K. 100% by SLPH
C-23
<PAGE>
AXA FINANCIAL BUSINESS
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Compagnie Financiere de Paris France 100% AXA and the Mutuelles
(C.F.P.)
AXA Banque France 98.7% owned by Compagnie
Financiere de Paris
AXA Credit France 65% owned by Compagnie
Financiere de Paris
AXA Gestion FCP France 100% owned by AXA Investment
Managers Paris
Sofapi France 100% owned by Compagnie
Financiere de Paris
Soffim Holding France 100% owned by Compagnie
Financiere de Paris
Sofinad France 100% by Compagnie
Financiere de Paris
Banque des Tuileries France 100% by Compagnie
Financiere de Paris
Banque de marches et France 18.5% by AXA and 8.2% by AXA
d' arbitrage Courtage, IARD
AXA Investment Managers France 100% by various companies
AXA Investment Managers Paris France 100% owned by AXA Investment
Managers
Colonia Bausbykasse Germany 66.7% by AXA-CKAG and 31.1% by
Colonia Nordstern Leben
Banque IPPA Belgium 99.9% by Royale Belge
Royal Belge Investissement Belgium 100% by Royale Belge
ANHYP Belgium 98.8% by Royale Belge
AXA Sun Life Asset Management U.K. 66.7% owned by SLPH and 33.3%
by AXA Asset Management Ltd.
C-24
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Alliance Capital Management U.S.A. 57.7% held by ELAS
Donaldson Lufkin & Jenrette U.S.A. 70.9% owned by Equitable
Holdings Corp. and ELAS
National Mutual Funds Australia 100% owned by National
Management (Global) Ltd Mutual Holdings Ltd
C-25
<PAGE>
AXA REAL ESTATE BUSINESS
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
S.G.C.I. France 100% by AXA
Transaxim France 100% owned by Compagnie
Parisienne de Participations
Compagnie Parisienne de France 100% owned by Sofinad
Participations (C.P.P.)
Monte Scopeto France 100% owned by Compagnie
Parisienne de Participations
Colisee Jeuneurs France 99.9% by Colisee Suresnes
Colisee Delcasse France 100% by Colisee Suresnes
Colisee Victorie France 99.7% by S.G.C.I.
Colisee Suresnes France 100% by Various Companies and
the Mutuelles
Colisee 21 Matignon France 99.4% by SGCI and 0.6% by AXA
C-26
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Colisee Saint Georges France 100% by SGCI
AXA Millesimes France 92.9% owned by AXA and the
Mutuelles
AXA Immobiller France 100% by AXA
C-27
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
NOTES
-----
1. The year of formation or acquisition and state or country of incorporation
of each affiliate is shown.
2. The chart omits certain relatively inactive special purpose real estate
subsidiaries, partnerships, and joint ventures formed to operate or
develop a single real estate property or a group of related properties,
and certain inactive name-holding corporations.
3. All ownership interests on the chart are 100% common stock ownership
except: (a) AXA Financial, Inc.'s (formerly The Equitable Companies
Incorporated) 41.8% interest in Donaldson, Lufkin & Jenrette, Inc. and
Equitable Holdings, LLC's 34.4% interest in same; (b) as noted for certain
partnership interests; (c) Equitable Life's ACMC, Inc.'s and Equitable
Capital Management Corporation's limited partnership interests in Alliance
Capital Management L.P.; and (d) as noted for certain subsidiaries of
Alliance Capital Management Corp. of Delaware, Inc.
4. The following entities are not included in this chart because, while they
have an affiliation with The Equitable, their relationship is not the
ongoing equity-based form of control and ownership that is characteristic
of the affiliations on the chart, and, in the case of the first
entity, it is under the direction of at least a majority of "outside"
trustees:
EQ Advisors Trust
Separate Accounts
5. This chart was last revised on October 1, 1999.
C-28
<PAGE>
Item 27. Number of Contractowners.
As of August, 1999 the number of participants in the
American Dental Association Members Program offered by the Registrant was
25,806.
Item 28. Indemnification
(a) Equitable Life: The by-laws of The Equitable Life Assurance
Society of the United States ("Equitable Life") provide, in
Article VII, as follows:
7.4 Indemnification of Directors, Officer and Employees. (a) To the
extent permitted by law of the State of New York and subject to
all applicable requirements thereof:
(i) Any person made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact that
he or she, or his or her testator or intestate is or was a
director, officer or employee of the Company shall be indemnified
by the Company;
(ii) any person made or threatened to be made a party to any action
or proceeding, whether civil or criminal, by reason of the fact
that he or she, or his or her testator or intestate serves or
served any other organization in any capacity at the request of
the Company may be indemnified by the Company; and
(iii) the related expenses of any such person in any of said
categories may be advanced by the Company.
(b) To the extent permitted by the law of the State or New York,
the Company may provide for further indemnification or
advancement of expenses by resolution of shareholders of the
Company or Board of Directors, by amendment of these By-Laws, or
by agreement. (Business Corporation Law ss.ss.721-726; Insurance
Law ss.1216)
The directors and officers of Equitable Life are insured under policies
issued by Lloyd's of London, X.L. Insurance Company and ACE Insurance Company.
The annual limit of such policies is $100 million, and the policies insure the
officers and directors against certain liabilities arising out of their conduct
in such capacities.
(b) Principal Underwriter: To the extent permitted by law of the
State of New York and subject to all applicable requirements
thereof, Equico Securities, Inc. (now AXA Advisors, LLC),
undertook to indemnify each of its directors and officers who
is made or threatened to be made a party to any action or
proceeding, whether civil or criminal, by reason of the fact
that he or she is or was a director or officer of Equico.
(c) Undertaking: Insofar as indemnification for liability
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
Item 29. Principal Underwriters
(a) AXA Advisors, LLC (formerly, EQ Financial Consultants, Inc.),
a wholly-owned subsidiary of Equitable is the principal
underwriter for Equitable's Separate Account No. 301,
Separate Account A, Separate Account I and Separate Account
FP. AXA Advisors, LLC's principal business address is 1290
Avenue of the Americas, New York, NY 10104.
(b) Set forth below is certain information regarding the directors
and principal officers of AXA Advisors, LLC. The business
address of the persons whose names are preceded by an asterisk
is that of AXA Advisors, LLC.
C-29
<PAGE>
NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER (AXA ADVISORS, LLC)
- ------------------ -------------------------------------
*Michael S. Martin Chairman of the Board, Chief Executive
Officer and Director
*Michael F. McNelis President, Chief Operating Officer
and Director
*Martin J. Telles Executive Vice President and Chief
Marketing Officer
*Derry E. Bishop Executive Vice President and Director
*Harvey E. Blitz Executive Vice President and Director
G. Patrick McGunagle Executive Vice President and Director
*Michael J. Laughlin Director
*Richard V. Silver Director
*Mark R. Wutt Director
Edward J. Hayes Executive Vice President
200 Plaza Drive
Secaucus, NJ 07096
*Craig A. Junkins Executive Vice President
*Peter D. Noris Executive Vice President
*Mark A. Silberman Senior Vice President and Chief
Financial Officer
Stephen T. Burnthall Senior Vice President
6435 Shiloh Road
Suite A
Alpharetta, GA 30005
Richard Magaldi Senior Vice President
6435 Shiloh Road
Suite A
Alpharetta, GA 30005
*Donna M. Dazzo First Vice President
*Robin K. Murray First Vice President
James Bodowitz Vice President and Counsel
*Michael Brzozowski Vice President and Compliance Director
*Mark D. Godolsky Vice President and Controller
*Linda J. Galasso Secretary
Francesca Divone Assistant Secretary
(c) Not applicable.
C-30
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Registrant certifies that it
meets the requirements of Securities Act Rule 485(b) for effectiveness of this
amendment to the Registration Statement and has caused this amendment to the
Registration Statement to be signed on its behalf, in the City and State of New
York, on the 25th day of October, 1999.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
(Registrant)
By: The Equitable Life Assurance
Society of the United States
By: /s/ Maureen K. Wolfson
------------------------------------
Maureen K. Wolfson
Vice President
C-31
<PAGE>
Item 30. Location of Accounts and Records
The Equitable Life Assurance Society of the United States
135 West 50th Street
New York, New York 10020
1290 Avenue of the Americas
New York, New York 10104
200 Plaza Drive
Secaucus, New Jersey 07094
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant hereby undertakes:
(a) to file a post-effective amendment to this
registration statement as frequently as is necessary
to ensure that the audited financial statements in
the registration statement are never more than 16
months old for so long as payments under the
variable annuity contracts may be accepted;
(b) to include either (1) as part of any application to
purchase a contract offered by the prospectus, a
space that an applicant can check to request a
Statement of Additional Information, or (2) a
postcard or similar written communication affixed to
or included in the prospectus that the applicant can
remove to send for a Statement of Additional
Information;
(c) to deliver any Statement of Additional Information
and any financial statements required to be made
available under this Form promptly upon written or
oral request.
C-32
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Depositor has caused
this Registration Statement to be signed on its behalf, in the City and State
of New York, on the 25th day of October, 1999.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
(Depositor)
By: /s/ Maureen K. Wolfson
------------------------------------
Maureen K. Wolfson
Vice President
As required by the Securities Act of 1933 this amendment to the
registration statement has been signed by the following persons in the
capacities and on the date indicated:
PRINCIPAL EXECUTIVE OFFICERS:
*Edward D. Miller Chairman of the Board, Chief Executive
Officer and Director
*Michael Hegarty President, Chief Operating Officer and
Director
PRINCIPAL FINANCIAL OFFICER:
*Stanley B. Tulin Vice Chairman of the Board,
Chief Financial Officer and Director
PRINCIPAL ACCOUNTING OFFICER:
*Alvin H. Fenichel Senior Vice President and
*DIRECTORS:
Francoise Colloc'h Norman C. Francis George T. Lowy
Henri de Castries Donald J. Greene Edward D. Miller
Joseph L. Dionne John T. Hartley Didier Pineau-Valencienne
Denis Duverne John H.F. Haskell, Jr. George J. Sella, Jr.
William T. Dionne Michael Hagarty Peter J. Tobin
Jean-Rene Fourtou Mary R. (Nina) Henderson Stanley B. Tulin
W. Edwin Jarmain Dave H. Williams
*/s/ Maureen K. Wolson
- -------------------------------
Maureen K. Wolson
Attorney-in-Fact
October 25, 1999
C-33
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
- ----------- --------
1(c) Action regarding the establishment of Separate Account 206.
10(d) Consent of PricewaterhouseCoopers LLP.
10(f) Powers of Attorney.
C-34
<PAGE>
April 6, 1999
ESTABLISHMENT OF SEPARATE ACCOUNT NO. 206
Pursuant to the authority granted to me by Resolution Nos. 21-69,
B46-70, B42-84 and B57-91, adopted by the Board of Directors of The Equitable
Life Assurance Society of the United States I hereby establish Separate Account
No. 206 ("SA 206") as a funding medium for the retirement plans and trusts of
the American Dental Association Members Program, the assets of the SA 206 to be
invested at all times primarily in shares of a mutual fund selected by a
committee of the Separate Account. Furthermore, pursuant to the authority
granted to me by the above mentioned Resolutions, I hereby authorize the
creation of a committee of the Separate Account, the members of which will be
designated by the Trustees of the American Dental Association Members Retirement
Trust and the Trustees of the American Dental Association Pooled Trust for
Retirement Plans, such committee to have the powers set forth in Resolution No.
B57-91.
/s/ Peter D. Noris
---------------------------------------
Peter D. Noris
Executive Vice President
and Chief Investment Officer
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post Effective Amendment No. 1 to the Registration
Statement File No. 333-77117 on Form N-4 (the "Registration Statement") of (1)
our reports dated February 8, 1999 relating to the financial statements of
Separate Account Nos. 4, 191 and 200 of The Equitable Life Assurance Society of
the United States for the year ended December 31, 1998; (2) our reports dated
February 12, 1999 relating to the financial statements of Separate Account Nos.
8 and 30 of The Equitable Life Assurance Society of the United States for the
year ended December 31, 1998; and (3) our report dated February 8, 1999 relating
to the consolidated financial statements of The Equitable Life Assurance Society
of the United States for the year ended December 31, 1998, which reports appear
in such Statement of Additional Information, and to the incorporation by
reference of our reports into the Prospectus which constitutes part of this
Registration Statement. We also consent to the use in the Prospectus Supplement
constituting part of this Registration Statement of our report dated February 8,
1999 relating to the financial statements of Separate Account No. 4 of The
Equitable Life Assurance Society of the United States for the year ended
December 31, 1998, which report appears in such Prospectus Supplement. We also
consent to the references to us under the headings "Appendix I: Condensed
Financial Information" and "About our independent Accountants" in the
Prospectus.
PricewaterhouseCoopers LLP
New York, New York
October 25, 1999
<PAGE>
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officer or
Director of The Equitable Life Assurance Society of the United States (the
"Company"), a New York stock life insurance company, hereby constitutes and
appoints, Mark A. Hug, James D. Goodwin, Pauline Sherman, Michael F. McNelis,
Naomi J. Weinstein, Maureen K. Wolfson, Mildred Oliver, Mary P. Breen and each
of them (with full power to each of them to act alone), his or her true and
lawful attorney-in-fact and agent, with full power of substitution to each, for
him or her and on his or her behalf and in his or her name, place and stead, to
execute and file any of the documents referred to below relating to
registrations under the Securities Act of 1933, the Securities Exchange Act of
1934 and the Investment Company Act of 1940 with respect to any insurance or
annuity contracts or other agreements providing for allocation of amounts to
Separate Accounts of the Company, and related units or interests in Separate
Accounts: registration statements on any form or forms under the Securities Act
of 1933 and the Investment Company Act of 1940 and annual reports on any form or
forms under the Securities Exchange Act of 1934, and any and all amendments and
supplements thereto, with all exhibits and all instruments necessary or
appropriate in connection therewith, each of said attorneys-in-fact and agents
and his, her or their substitutes being empowered to act with or without the
others, and to have full power and authority to do or cause to be done in the
name and on behalf of the undersigned each and every act and thing requisite and
necessary or appropriate with respect thereto to be done in and about the
premises in order to effectuate the same, as fully to all intents and purposes
as the undersigned might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents, or any of them, may do or cause to
be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his or her hand
this 11th day of August, 1999.
/s/ Alvin H. Fenichel
------------------------------
Alvin H. Fenichel
