<PAGE>
Registration No. 333-
----------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]
Pre-Effective Amendment No. ___ [ ]
Post-Effective Amendment No. ___ [ ]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. [ ]
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(Exact Name of Registrant)
------------
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
Vice President and Counsel
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas, New York, New York 10104
(Name and Address of Agent for Service)
------------
Please send copies of all communications to:
PETER E. PANARITES
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W., Washington, D.C. 20036
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CALCULATION OF REGISTRATION FEE UNDER
THE SECURITIES ACT OF 1933
<TABLE>
<CAPTION>
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Title of Securities Being Amount Being Registered Proposed Maximum Proposed Maximum Amount of Registration
Registered Offering Price per Unit* Aggregate Offering Fee(2)
Price*
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<S> <C> <C> <C> <C>
Units of Interest
Under Group Activity
Contract $20,000,000 .000264 (1) $20,000,000 (1) $5,280
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for purpose of determining the registration fee.
(1) The Contract does not provide for a predetermined amount or number of units
(2) Of the $22,758,780 of units of interest under group annuity contracts
registered under Registration Statement No. 333-26101, $17,910,397, for
which a filing fee of $6,896.60 was previously paid, are being carried
forward.
Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of this registration statement.
The Registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
MEMBERS RETIREMENT PROGRAM
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PROSPECTUS [GRAPHIC OMITTED]
MAY 1, 2000
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GROWTH EQUITY FUND [GRAPHIC OF ALLIANCE
CAPITAL LOGO]
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AGGRESSIVE EQUITY FUND [GRAPHIC OF ALLIANCE
CAPITAL LOGO]
-------------------------------------------------------------
BALANCED FUND [GRAPHIC OF ALLIANCE
CAPITAL LOGO]
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GLOBAL FUND [GRAPHIC OF ALLIANCE
CAPITAL LOGO]
-------------------------------------------------------------
CONSERVATIVE INVESTORS FUND [GRAPHIC OF ALLIANCE
CAPITAL LOGO]
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GROWTH INVESTORS FUND [GRAPHIC OF ALLIANCE
CAPITAL LOGO]
-------------------------------------------------------------
CALVERT SOCIALLY [GRAPHIC OF CALVERT GROUP
RESPONSIBLE FUND LOGO]
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MFS EMERGING GROWTH [GRAPHIC OF MFS LOGO]
COMPANIES FUND
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MFS RESEARCH FUND [GRAPHIC OF MFS LOGO]
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WARBURG PINCUS [GRAPHIC OF WARBURG
SMALL COMPANY VALUE FUND PINCUS LOGO]
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T. ROWE PRICE [GRAPHIC T. ROWE PRICE
EQUITY INCOME FUND LOGO]
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MERCURY [GRAPHIC OF MERCURY ASSET
WORLD STRATEGY FUND LOGO]
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BT EQUITY 500 [GRAPHIC OF BANKERS
INDEX FUND TRUST LOGO]
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GUARANTEED RATE ACCOUNTS [GRAPHIC OF EQUITABLE LIFE
LOGO]
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MONEY MARKET GUARANTEE ACCOUNT [GRAPHIC OF EQUITABLE LIFE
LOGO]
-------------------------------------------------------------
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THIS BOOKLET CONTAINS A PROSPECTUS RELATING TO THE MEMBERS RETIREMENT PROGRAM
CONTRACT WHICH IS ISSUED BY THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES AND A PROSPECTUS FOR EQ ADVISORS TRUST.
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<PAGE>
MEMBERS RETIREMENT PROGRAM
PROSPECTUS DATED MAY 1, 2000
- --------------------------------------------------------------------------------
Please read this prospectus and keep it for future reference. It contains
important information you should know before participating in the Program or
allocating amounts under the contract.
ABOUT THE MEMBERS RETIREMENT PROGRAM
The Program provides members of certain groups and other eligible persons
several plans for the accumulation of retirement savings on a tax-deferred
basis. Through trusts ("trusts") maintained under these plans, you can allocate
contributions among the investment options offered under the Program. There are
currently sixteen investment options under the Program including: 3-year and
5-year Guaranteed Rate Accounts and the Money Market Guarantee Account (the
"guaranteed options"), and thirteen investment funds.
WHAT IS THE MEMBERS RETIREMENT PROGRAM CONTRACT?
The Members Retirement Program contract is a group annuity contract issued by
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES. Contributions to the
trusts maintained under the plans will be allocated among our investment funds
and guaranteed options in accordance with participant instructions.
<TABLE>
<CAPTION>
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INVESTMENT FUNDS
- -----------------------------------------------------------------------------------
<S> <C>
o Alliance Growth Equity Fund o MFS Emerging Growth Companies Fund
o Alliance Aggressive Equity Fund o MFS Research Fund
o Alliance Balanced Fund o Warburg Pincus Small Company Value Fund
o Alliance Global Fund o T. Rowe Price Equity Income Fund
o Alliance Conservative Investors Fund o Mercury World Strategy Fund*
o Alliance Growth Investors Fund o BT Equity 500 Index Fund
o Calvert Socially Responsible Fund
- -----------------------------------------------------------------------------------
* formerly known as Merrill Lynch World Strategy Fund
</TABLE>
The Alliance Growth Equity, Alliance Aggressive Equity and Alliance Balanced
Funds are managed by Equitable Life. Each of the other Funds invest in shares of
a corresponding portfolio (portfolio) of EQ Advisors Trust. You should also read
the attached prospectus for EQ Advisors Trust and keep it for future reference.
GUARANTEED OPTIONS. The guaranteed options we offer include a 3-year Guaranteed
Rate Account and 5-year Guaranteed Rate Account, and the Money Market Guarantee
Account.
We have filed registration statements relating to this offering with the
Securities and Exchange Commission. A Statement of Additional Information
("SAI"), dated May 1, 2000, which is part of one of the registration statements,
is available free of charge upon request by writing to us or calling us
toll-free. The SAI has been incorporated by reference into this prospectus. The
table of contents for the SAI and a request form to obtain the SAI appear at the
end of this prospectus. You may also obtain a copy of this prospectus and the
SAI through the SEC Web site at http://www.sec.gov.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE NOT
INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE SUBJECT TO
INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
CONTENTS OF THIS PROSPECTUS
1
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<TABLE>
<S> <C>
MEMBERS RETIREMENT PROGRAM
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Index of key words and phrases 3
The Program at a glance - key features 4
The Contract at a glance - key features 5
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1 FEE TABLE 7
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Program expense charge and investment fund operating expenses 7
Example 9
Condensed financial information 9
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2 INVESTMENT OPTIONS 10
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Investment options - The Funds 10
EQ Advisors Trust 13
Investment options - The Guaranteed Options 17
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3 HOW WE VALUE YOUR ACCOUNT BALANCE IN THE FUNDS 19
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</TABLE>
When we use the words "we," "us" and "our," we mean Equitable Life. Please see
the index of key words and phrases used in this prospectus. The index will refer
you to the page where particular terms are defined or explained.
When we address the reader of this prospectus with words such as "you" and
"your," we generally mean the individual participant in one or more of the plans
available in the Program unless otherwise explained. For example, "The Program"
section of the prospectus is primarily directed at the employer.
<PAGE>
2
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<TABLE>
<S> <C>
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4 TRANSFERS AND ACCESS TO YOUR ACCOUNT 20
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Transfers among investment options 20
Market timing 20
Our account investment management system 20
Participant loans 20
Choosing benefit payment options 21
Spousal consent 21
Benefits payable after the death of a participant 21
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5 THE PROGRAM 23
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Summary of plan choices 23
Getting started 24
How to make Program contributions 24
Allocating Program contributions 24
Distributions from the investment options 25
Rules applicable to participant distributions 25
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6 PERFORMANCE INFORMATION 27
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Annual percent changes in fund unit values 29
Average annual percentage change in fund unit values 30
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7 CHARGES AND EXPENSES 31
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Charges based on amounts invested in the Program 31
Plan and transaction expenses 32
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8 TAX INFORMATION 33
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Income taxation of distributions to qualified plan participants 33
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9 MORE INFORMATION 35
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About Program changes or terminations 35
IRS disqualification 35
About the separate accounts 35
About legal proceedings 35
About our independent accountants 35
About the Trustee 36
Reports we provide and available information 36
Acceptance 36
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APPENDIX I: CONDENSED FINANCIAL INFORMATION A-1
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- --------------------------------------------------------------------------------
TABLE OF CONTENTS OF STATEMENT OF ADDITIONAL INFORMATION S-1
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About Equitable Life fold-out
Investment Option Characteristics fold-out
How to Reach Us back cover
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</TABLE>
<PAGE>
MEMBERS RETIREMENT PROGRAM
3
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INDEX OF KEY WORDS AND PHRASES
Below is an index of key words and phrases used in this prospectus. The index
will refer you to the page where particular terms are defined or explained. This
index should help you locate more information on the terms used in this
prospectus.
<TABLE>
<CAPTION>
PAGE
<S> <C>
AIM System 20
beneficiary 21
benefit payment options 21
business day 20
contract 23
Contributions 24
eligible rollover distributions 33
Equitable Life fold out
GRAs 17
guaranteed options 17
individually designed plan 23
IRA 33
investment funds front cover
investment options 10
The EQ Advisors Trust 13
Master Trust 23
Money Market Guarantee Account 18
Pooled Trust 23
Program 23
Self Directed Prototype Plan 23
separate accounts 35
Corresponding portfolios front cover
unit value 19
unit 19
3-year GRA 17
5-year GRA 17
</TABLE>
<PAGE>
4
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THE PROGRAM AT A GLANCE - KEY FEATURES
EMPLOYER CHOICE OF RETIREMENT PLANS
Our Members Retirement Plan is a defined contribution master plan that can be
adopted as a profit-sharing plan (401(k), SIMPLE 401(k) and safe harbor 401(k)
features are available) and a defined contribution pension plan, or both. The
Plan is designed to comply with the requirements of Section 404(c) of the
Employee Retirement Income Security Act of 1974 ("ERISA"). The Program's
investment options are the only investment choices under the Members Retirement
Plan.
Our Self-Directed Prototype Plan gives added flexibility in choosing your
investments.
Our Pooled Trust for Individually Designed Plans, which invests through our
Investment Only arrangement, allows you to use the investment options in the
Program through our Pooled Trust.
PLAN FEATURES
MEMBERS RETIREMENT PLAN:
o The Program investment options are the only investment choices.
o Plan-level and participant-level recordkeeping, benefit payments, tax
withholding and reporting provided.
o Use of our Master Trust.
o No minimum amount must be invested.
o 5500 reporting.
o Automatic updates for law changes.
SELF-DIRECTED PROTOTYPE PLAN:
o You may combine Program investment options with individual stock and bond
investments.
o Employers must adopt our Pooled Trust for investment use only, and a minimum
of $25,000 must be maintained in the Trust.
o Recordkeeping services provided only for plan assets in Pooled Trust.
o Third party recordkeeping services can be arranged through us.
o Brokerage services can be arranged through us.
INVESTMENT ONLY:
o Our Pooled Trust is used for investment only.
o Recordkeeping services provided for plan assets in Pooled Trust.
PLAN CHARGES AND EXPENSES:
o Plan and transaction charges vary by type of plan adopted, or by specific
transaction.
TAX ADVANTAGES:
o On earnings
No tax on investment earnings until withdrawn.
o On transfer
No tax on internal transfers.
ADDITIONAL FEATURES FOR AMOUNTS HELD IN THE TRUST:
o Toll-free number available for transfers and account information.
o Participant loans (if elected by your employer; some restrictions apply).
o Regular statements of account.
o Retirement Program Specialist and Account Executive support.
o Daily valuation of accounts.
<PAGE>
5
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
MEMBERS POOLED TRUST FOR
RETIREMENT INDIVIDUALLY SELF-DIRECTED
PLAN DESIGNED PLANS PROTOTYPE PLAN
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
WHO SELECTS INVESTMENTS? Participant. Participant or Trustee, Participant or Trustee,
as specified under your as specified under your
Plan. Plan.
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ARE LOANS AVAILABLE? Yes, if permitted under Yes, if permitted under Yes, if permitted under
your Plan. your Plan. your Plan.
- ----------------------------------------------------------------------------------------------------------------------------
WHEN ARE YOU ELIGIBLE FOR DISTRIBUTIONS? Upon retirement, Benefits depend upon Upon retirement,
death, disability or the terms of your Plan. death, disability or
termination of termination of
employment. employment.
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</TABLE>
THE CONTRACT AT A GLANCE - KEY FEATURES
CONTRIBUTIONS:
o Can be allocated to any one option or divided among them.
o Must be made by check or money order payable to Equitable Life.
o Must be sent along with a Contribution Remittance Form.
o Are credited on the day of receipt if accompanied by properly completed
forms.
TRANSFERS AMONG INVESTMENT OPTIONS:
o Generally, amounts may be transferred among the investment options at any
time.
o Transfers may be made by telephone on our AIM System.
o There is no charge for transfers and no tax liability.
o Transfers from the Guaranteed Rate Accounts may not be made prior to
maturity.
CHARGES AND EXPENSES:
o Program expense charge assessed against combined value of Program assets in
the Trust.
o Investment management and accounting fees and other expenses charged on an
investment fund-by-fund basis, as applicable.
o Indirectly, charges of underlying investment vehicles for investment
management, 12b-1 fees and other expenses.
PROFESSIONAL INVESTMENT MANAGEMENT:
Through the investment funds under our contract we make available these
professional investment managers who advise or sponsor the different Funds:
o Alliance Capital Management L.P.
o Massachusetts Financial Services Company
o T. Rowe Price Associates, Inc.
o Warburg Pincus Asset Management, Inc.
o Mercury Asset Management, US
o Bankers Trust Company
o Calvert Asset Management, Inc.
o Brown Capital Management, Inc.
<PAGE>
6
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BENEFIT PAYMENT OPTIONS:
o Lump sum.
o Installments on a time certain or dollar certain basis.
o Variety of annuity benefit payout options as available under your employer's
plan.
o Fixed or variable annuity options available.
GUARANTEED OPTIONS:
The three guaranteed options include two Guaranteed Rate Accounts and a Money
Market Guarantee Account.
TAX NOTE:
Because you are buying a contract to fund a retirement plan that already
provides tax deferral under Federal income tax rules, you should do so for the
contract's features and benefits other than tax deferral. The tax deferral of
the contract does not provide necessary or additional benefits.
<PAGE>
1 FEE TABLE
7
- --------------------------------------------------------------------------------
The fee tables and discussion below will help you understand the various
charges and expenses you will bear under the contract. The tables reflect
charges: (1) you will directly incur, including the Program Expense Charge, and
investment fund fees and charges, and (2) fees and expenses of EQ Advisors
Trust, and its portfolios, you will indirectly incur. If you annuitize your
account, charges designed to approximate certain taxes that may be imposed on
us, such as premium taxes in your state, may also apply.
WHEN YOU PURCHASE OR REDEEM UNITS OF ANY OF THE INVESTMENT FUNDS YOU WILL PAY
NO SALES LOAD, NO DEFERRED SALES CHARGE, NO SURRENDER FEES AND NO TRANSFER OR
EXCHANGE FEES.
PROGRAM EXPENSE CHARGE AND INVESTMENT FUND OPERATING EXPENSES
The Program expense charge and operating expenses of the investment funds are
paid out of each investment fund's assets. Certain investment funds pay us a
management fee that varies based on their respective assets. The Program
expense charge is based on the level of assets in the Trust. Each investment
fund also incurs other expenses for services such as printing, mailing, legal,
and similar items. All of these operating expenses are reflected in each
investment fund's unit value. See "How We Value Your Account."
The tables that follow summarize the charges, at annual percentage rates, that
apply to the investment funds. They do not include other charges which are
specific to the various plans, such as enrollment fees or record maintenance
and report fees. See "Charges and Expenses," for more details. The expenses
shown are based on the actual experience of the investment funds during the
year ended December 31, 1999, and reflect currently applicable fees except as
noted.
<TABLE>
<CAPTION>
ALLIANCE GROWTH EQUITY, AGGRESSIVE EQUITY AND BALANCED FUNDS
- ------------------------------------------------------------------------------------
PROGRAM
MANAGEMENT EXPENSE
FEE CHARGE OTHER TOTAL
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alliance Growth Equity 0.50% 1.00% 0.20%(1) 1.70%
Alliance Aggressive Equity 0.65% 1.00% 0.20%(1) 1.85%
Alliance Balanced 0.50% 1.00% 0.20%(1) 1.70%
- ------------------------------------------------------------------------------------
</TABLE>
<PAGE>
8
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ALLIANCE GLOBAL, ALLIANCE CONSERVATIVE INVESTORS, ALLIANCE GROWTH INVESTORS,
MFS RESEARCH, WARBURG PINCUS SMALL COMPANY VALUE, T. ROWE PRICE EQUITY INCOME,
MERCURY WORLD STRATEGY, BT EQUITY 500 INDEX FUNDS, CALVERT SOCIALLY RESPONSIBLE
AND MFS EMERGING GROWTH COMPANIES
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
TRUST RELATED EXPENSES
- ------------------------------------------------------------------------------------
INVESTMENT 12B-1 TOTAL(2)
MGMT. OTHER(2) FEE(3) AS LIMITED
- ------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alliance Global 0.73% 0.09% - 0.82%(5)
Alliance Conservative Investors 0.60 0.07 - 0.67 (5)
Alliance Growth Investors 0.57 0.05 - 0.62 (5)
MFS Research 0.65 0.05 0.25% 0.95
Warburg Pincus Small Company Value 0.75 0.10 0.25 1.10
T. Rowe Price Equity Income 0.60 0.10 0.25 0.95
Mercury World Strategy 0.70 0.25 0.25 1.20
BT Equity 500 Index 0.25 0.10 0.25 0.60
Calvert Socially Responsible 0.65 0.15 0.25 1.05
MFS Emerging Growth Companies 0.65 0.10 0.25 1.00
- ------------------------------------------------------------------------------------
<CAPTION>
- ------------------------------------------------------------------------------------------
TOTAL
PROGRAM RELATED EXPENSES EXPENSES
- ------------------------------------------------------------------------------------------
PROGRAM
EXPENSE MGMT. TOTAL AS
CHARGE FEES(4) OTHER(1) LIMITED TOTAL
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Alliance Global 1.00% 0.20% 0.22% 1.42% 2.24%
Alliance Conservative Investors 1.00 0.20 0.22 1.42 2.09
Alliance Growth Investors 1.00 0.20 0.22 1.42 2.04
MFS Research 1.00 - 0.41 (6) 1.41 2.36
Warburg Pincus Small Company Value 1.00 - 0.38 (6) 1.38 2.48
T. Rowe Price Equity Income 1.00 - 0.40 (6) 1.40 2.35
Mercury World Strategy 1.00 - 0.38 (6) 1.38 2.58
BT Equity 500 Index 1.00 - 0.40 1.40 2.00
Calvert Socially Responsible 1.00 - 0.07 1.07 2.12
MFS Emerging Growth Companies 1.00 - 0.07 1.07 2.07
- ------------------------------------------------------------------------------------------
</TABLE>
(1) Reflects the amount deducted for the daily accrual of direct expenses. See
"How We Determine the Unit Value" in the SAI.
(2) The management fees shown reflect revised management fees, effective on
May 1, 2000, which were approved by shareholders on April 14, 2000. The
management fee shown for Warburg Pincus Small Cap Value portfolio does not
reflect the waiver of a portion of this portfolios investment management fee
that is currently in effect. The maximum management fee for each EQ Advisors
Trust portfolio cannot be increased without a vote of that portfolio's
shareholders. The amounts shown as "Other Expenses" will fluctuate from year
to year depending on actual expenses, however, Equitable Life, EQ Advisors
Trust's manager, has entered into an expense limitation agreement with
respect to each portfolio, ("Expense Limitation Agreement") pursuant to
which Equitable Life has agreed to waive or limit its fees and assume other
expenses. Under the Expense Limitation Agreement, total annual operating
expenses of each portfolio (other than interest, taxes, brokerage
commissions, capitalized expenditures and extraordinary expenses are limited
to the respective average daily net assets of each portfolio as follows:
0.95% for MFS Research, 1.10% for Warburg Pincus Small Company Value, 0.95%
for T. Rowe Price Equity Income, 1.20% for Mercury World Strategy and 0.60%
for BT Equity 500 Index, 1.05% for Calvert Socially Responsible and 1.00%
for MFS Emerging Growth.
The expenses shown reflect the revised expense limitations that became
effective May 1, 2000. Absent the expense limitation shown, "Other Expenses"
for 1999 on an annualized basis for each of the portfolios were as follows:
0.17% for MFS Research, 0.24% for Warburg Pincus Small Company Value; 0.21%
for T. Rowe Price Equity Income; 0.46% for Mercury World Strategy, 0.18% for
BT Equity 500 Index; 4.45% for Calvert Socially Responsible and 0.17% for
MFS Emerging Growth.
Each portfolio may at a later date make a reimbursement to Equitable Life
for any of the management fees waived or limited and other expenses assumed
and paid by Equitable Life pursuant to the Expense Limitation Agreement
provided that, among other things, such portfolio has reached sufficient
size to permit such reimbursement to be made and provided that the
portfolio's current annual operating expenses do not exceed the operating
expense limit determined for such portfolio. See the EQ Advisors Trust
prospectus for more information.
(3) The Class IB shares of EQ Advisors Trust are subject to fees imposed under
distribution plans (herein, the "Rule 12b-1 Plans") adopted by EQ Advisors
Trust pursuant to Rule 12b-1 under the Investment Company Act of 1940, as
amended. The Rule 12b-1 Plan provides that EQ Trust, on behalf of each
portfolio, may pay annually up to 0.25% of the average daily net assets of a
portfolio attributable to its Class IB shares in respect of activities
primarily intended to result in the sale of the Class IB shares.
(4) The Alliance Global, Alliance Conservative Investors and Alliance Growth
Investors Funds invest through Equitable Life's Separate Account No. 51 in
corresponding portfolios of EQ Advisors Trust. This charge represents only
financial accounting expenses for Separate Account No. 51.
(5) On October 18, 1999, the Funds' corresponding portfolios became part of EQ
Advisors Trust. The "Other" expenses for these portfolios have been restated
to reflect the estimated expenses that could have been incurred had these
portfolios been portfolios of EQ Advisors Trust for the entire year ended
December 31, 1999. The restated expenses reflect an increase of 0.01%.
(6) The amounts shown also reflect expenses of $19,329 which were initially paid
by us in connection with the organization of the MFS Research, Warburg
Pincus Small Company Value, T. Rowe Price Equity Income and Mercury World
Strategy Funds. These expenses are being reimbursed by these Funds (equally
amortized over these four EQ Advisors Trust Funds) over a five year period
that ends December 31, 2002.
<PAGE>
9
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EXAMPLE
A $1,000 investment in each Fund listed below would be subject to the expenses
indicated, assuming a 5% annual return. Applicable expenses are the same
whether or not you withdraw all or part of your Account Balance at the end of
each time period shown (1).
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
1 YEAR 3 YEARS 5 YEARS 10 YEARS
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Alliance Growth Equity $ 18.03 $ 55.81 $ 96.00 $ 208.12
Alliance Aggressive Equity 19.54 60.40 103.75 224.00
Alliance Balanced 18.03 55.81 96.00 208.12
Alliance Global 23.47 72.25 123.60 264.10
Alliance Conservative Investors 21.96 67.71 116.01 248.86
Alliance Growth Investors 21.46 66.19 113.47 243.74
MFS Emerging Growth Companies 21.76 67.10 - -
MFS Research 24.67 75.87 129.63 276.08
Calvert Socially Responsible 22.26 68.62 - -
Warburg Pincus Small Company Value 25.98 79.78 136.13 288.93
T. Rowe Price Equity Income 24.57 75.57 129.12 275.09
Mercury World Strategy 26.88 82.47 140.58 297.68
BT Equity 500 Index 21.05 64.98 111.43 239.62
- --------------------------------------------------------------------------------
</TABLE>
(1) These calculations include all asset based charges plus a component for
record maintenance and report fees and enrollment fees. The component is
computed by aggregating such fees and dividing by the average assets for the
same period. See "Members Retirement Plan (Pension and Profit Sharing),
Prototype Self Directed Plan and Investment Only Fees" in this prospectus.
If you elect a variable annuity payout option under which we deduct a $350
annuitization fee: Assuming an annuity payout option could be issued, the
expenses shown in the above example would, in each case, be increased by $4.34
based on the average amount applied to annuity payout options in 1999.
CONDENSED FINANCIAL INFORMATION
Please see APPENDIX I at the end of this prospectus for condensed financial
information concerning (i) the Alliance Growth Equity Fund (Separate Account
No. 4 (Pooled)), the Alliance Aggressive Equity Fund (Separate Account No. 3
(Pooled)), and the Alliance Balanced Fund (Separate Account No. 10 (Pooled));
(ii) unit value information for the Alliance Global, Alliance Conservative
Investors, and Alliance Growth Investors Funds (Separate Account No. 51
(Pooled)); and (iii) unit value information for the Calvert Socially
Responsible, MFS Emerging Growth Companies, MFS Research, Warburg Pincus Small
Company Value, T. Rowe Price Equity Income, Mercury World Strategy and BT
Equity 500 Index Funds (Separate Account No. 66 (Pooled)).
FINANCIAL STATEMENTS OF INVESTMENT FUNDS
Each of the investment funds is, or is part of, one of our separate accounts as
described in "About the Separate Accounts" under "More Information." The
financial statements of the Pooled Separate Accounts, Alliance Growth Equity
(Separate Account No. 4), Alliance Aggressive Equity (Separate Account No. 3)
and Alliance Balanced (Separate Account No. 10), Separate Account No. 51 and
Separate Account No. 66 as well as the financial statements of Equitable Life
are included in the SAI. The financial statements for EQ Advisors Trust are in
the SAI for EQ Advisors Trust.
<PAGE>
2 INVESTMENT OPTIONS
10
- --------------------------------------------------------------------------------
INVESTMENT OPTIONS
We offer SIXTEEN INVESTMENT OPTIONS under the contract: thirteen investment
funds we call the "Funds" and the other three are Guaranteed Options.
THE FUNDS
Each Fund has a different investment objective. The Funds try to meet their
investment objectives by investing either in a portfolio of securities or by
holding mutual fund shares. We cannot assure you that any of the Funds will meet
their investment objectives.
THE ALLIANCE GROWTH EQUITY FUND
OBJECTIVE
The Alliance Growth Equity Fund seeks to achieve long-term growth of capital by
investing in the securities of companies that we believe will share in the
growth of our nation's economy - and those of other leading industrialized
countries - over a long period. The Fund maintains its own portfolio of
securities.
INVESTMENT STRATEGIES
The Alliance Growth Equity Fund invests primarily in common stocks. The Fund
generally invests in securities of intermediate and large sized companies, but
may invest in stocks of companies of any size. At times, the Fund may invest its
equity holdings in a relatively small number of issuers, provided that no
investment causes more than 10% of the Growth Equity Fund's assets to be
invested in the securities of one issuer.
The Alliance Growth Equity Fund also may invest smaller amounts in other
equity-type securities, such as convertible preferred stocks or convertible debt
instruments. The Fund also may invest in non-equity investments, including
non-participating and non-convertible preferred stocks, bonds and debentures.
The Fund's non-equity investments could be substantial if we believe that the
Fund will not meet its investment objectives by buying common stock and other
equity-type securities. The Fund also may invest up to 10% of its total assets
in restricted securities (securities not freely traded) and up to 15% of its
total assets in foreign securities (securities of established foreign companies
without substantial business in the United States.)
As a defensive strategy, the Alliance Growth Equity Fund may make temporary
investments in government obligations, short-term commercial paper and other
money market instruments, either directly or through our Separate Account No.
2A, which invests in such securities. The Fund would not be pursuing its
investment objective when using this temporary defensive strategy.
RISKS OF INVESTMENT STRATEGIES
See "Risks of Investing in the Funds," below, for information on the risks
associated with an investment in the Funds generally, and in the Alliance Growth
Equity Fund specifically.
THE ALLIANCE AGGRESSIVE EQUITY FUND
OBJECTIVES
The Alliance Aggressive Equity Fund seeks to achieve long-term capital growth,
consistent with investment quality, by investing primarily in securities of
medium and smaller sized companies (with capitalization generally between $100
million and $5.0 billion) that we believe have greater growth potential than
larger companies. The Fund maintains its own portfolio of securities.
INVESTMENT STRATEGIES
The Alliance Aggressive Equity Fund invests primarily in common stocks of medium
and smaller sized companies. The Fund may also invest in securities not
generally defined as growth stocks, but with unusual value or earnings
potential. For example, the Fund may seek opportunities for capital growth by
investing in companies (a) believed to be in cyclical industries; (b) whose
securities are temporarily undervalued; (c) in special situations; (d) that are
younger but not widely known; or (e) doing business in countries whose economies
are expanding. The Fund may also invest in foreign companies without substantial
business in the
<PAGE>
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United States. The Fund may invest in other equity-type investments, and may at
times be less diversified than a traditional equity portfolio.
The Fund may also invest in short-term debt securities such as corporate notes,
and temporarily invest in money market investments, including our Separate
Account No. 2A. Additionally, the Fund may invest up to 10% of its total assets
in restricted securities.
RISKS OF INVESTMENT STRATEGIES
See "Risks of Investing in the Funds", below, for information on the risks
associated with an investment in the Funds generally, and in the Alliance
Aggressive Equity Fund specifically. Note, however, that due to the Alliance
Aggressive Equity Fund's aggressive investment policies and less diversified
investments, this Fund provides greater growth potential and greater risk than
the Alliance Growth Equity and Alliance Balanced Funds. As a result, you should
consider limiting the amount allocated to this Fund, particularly as you near
retirement.
THE ALLIANCE BALANCED FUND
OBJECTIVES
The Alliance Balanced Fund seeks both appreciation of capital and current income
by investing in a diversified portfolio of common stocks, other equity-type
securities and longer-term fixed income securities. The Fund also seeks current
income by investing in publicly traded debt securities and short-term money
market instruments. The Fund maintains its own portfolio of securities.
INVESTMENT STRATEGIES
The Alliance Balanced Fund varies the portion of its assets invested in each
type of security in accordance with our evaluation of economic conditions, the
general level of common stock prices, anticipated interest rates and other
relevant considerations, including our assessment of the risks associated with
each investment medium.
In general, the Fund invests the greatest portion of it's assets in equity
securities. During each of the past ten years, the Fund invested between 43% and
86% of its assets in equity securities, including equity-type securities such as
convertible preferred stocks or convertible debt instruments.
The Fund's investment in non-money market debt securities consists primarily of
(a) publicly-traded securities issued or guaranteed by the United States
Government or its agencies or instrumentalities and (b) corporate fixed income
securities, including, but not limited to, bank obligations, notes, asset-backed
securities, mortgage pass-through obligations, collateralized mortgage
obligations, zero coupon bonds, and preferred stock. The Fund may also buy debt
securities with equity features such as conversion or exchange rights, warrants
for the acquisition of stock, or participations based on revenues, sales or
profits. The Fund only invests in investment grade non-money market debt
securities, i.e., those rated, at the time of acquisition, BBB or higher by
Standard & Poor's Corporation (S&P) or Baa or higher by Moody's Investors
Services, Inc. (Moody's) or, if unrated, are of comparable investment quality.
The average maturity of the debt securities held by the Fund varies according to
market conditions and the stage of interest rate cycles. The Fund may realize
gains on debt securities when such action is considered advantageous in light of
existing market conditions.
The Fund also may invest (a) up to 10% of its total assets in restricted
securities; (b) in foreign companies without substantial business in the United
States; (c) in repurchase agreements; and (d) in money market securities, either
directly or through our Separate Account No. 2A. The Fund may also purchase and
sell securities on a when-issued or delayed delivery basis.
Finally, the Fund may (a) invest in put and call options and (b) trade in stock
index or interest rate futures, and foreign currency forward contracts, for
hedging purposes only. In option transactions, the economic benefit will be
offset by the cost of the option, while any loss would be limited to such cost.
The Fund also enters into hedging transactions. These transactions are
undertaken only when any required regulatory procedures have been completed and
when
<PAGE>
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economic and market conditions indicate that such transactions would serve the
best interests of the Fund.
RISKS OF INVESTMENT STRATEGIES
See "Risks of Investing in the Funds", below, for information on the risks
associated with an investment in the Funds generally, and in the Alliance
Balanced Fund specifically.
INVESTMENT MANAGER
We manage the Alliance Growth Equity, Alliance Aggressive Equity and Alliance
Balanced Funds. We currently use the personnel and facilities of Alliance
Capital Management L.P. ("Alliance") for portfolio management, securities
selection and transaction services. We are the indirect majority-owners of
Alliance, a publicly-traded limited partnership. We and Alliance are each
registered investment advisers under the Investment Advisers Act of 1940.
Alliance acts as investment adviser to various separate accounts of Equitable
Life and other affiliated insurance companies. Alliance also provides investment
management and advisory services to mutual funds, endowment funds, insurance
companies, foreign entities, qualified and non-tax qualified corporate funds,
public and private pension and profit-sharing plans, foundations and tax-exempt
organizations. As of December 31, 1999, Alliance had total assets under
management of $368 billion. Alliance's main office is located at 1345 Avenue of
the Americas, New York, New York 10105.
The Investment Committee of our Board of Directors must authorize or approve the
securities held in the Alliance Growth Equity, Alliance Aggressive Equity and
Alliance Balanced Funds. Subject to the Investment Committee's broad supervisory
authority, our investment officers and managers have complete discretion over
the assets of these Funds and have been given discretion as to sales and, within
specified limits, purchases of stocks, other equity securities and certain debt
securities. When an investment opportunity arises that is consistent with the
objectives of more than one account, we allocate investment opportunities among
accounts in an impartial manner based on certain factors such as investment
objective and current investment and cash positions.
We, together with Equitable Life's parent company, own approximately 70% of the
outstanding common stock of Donaldson, Lufkin & Jenrette, Inc. (DLJ). A DLJ
subsidiary, Donaldson, Lufkin & Jenrette Securities Corporation, is one of the
nation's largest investment banking and securities firms. Another DLJ
subsidiary, Autranet, Inc., is a securities broker that markets independently
originated research to institutions. Through the Pershing Division of Donaldson,
Lufkin & Jenrette Securities Corporation, DLJ supplies correspondent services,
including order execution, securities clearance and other centralized financial
services, to numerous independent regional securities firms and banks.
To the extent permitted by law and consistent with the Fund transaction
practices discussed in the prospectus, and subject to the consent of Fund
contractholders, the Funds may engage in securities and other transactions with
the above entities or may invest in shares of the investment companies with
which those entities have affiliations. In 1999, there were no such transactions
through DLJ subsidiaries.
<PAGE>
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STATEMENT OF ADDITIONAL INFORMATION
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MAY 1, 2000
MEMBERS RETIREMENT PROGRAM
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This Statement of Additional Information ("SAI") is not a prospectus. You
should read this SAI in conjunction with Equitable Life's prospectus dated
May 1, 2000 for the Members Retirement Program.
A copy of the prospectus to which this SAI relates is available at no charge by
writing to Equitable Life at Box 2486 G.P.O., New York, New York 10116 or by
calling our toll-free telephone number 1-800-526-2701. Definitions of special
terms used in this SAI are found in the prospectus.
Certain of the cross references in this SAI are contained in the prospectus
dated May 1, 2000 to which this SAI relates.
CONTENTS OF THIS SAI
<TABLE>
<CAPTION>
PAGE IN SAI
-----------
<S> <C>
Funding of the Program .............................. SAI-2
Your Responsibilities as Employer ................... SAI-2
Procedures for Withdrawals, Distributions and
Transfers ........................................ SAI-2
Pre-Retirement Withdrawals ........................ SAI-2
Benefit Distributions ............................. SAI-3
Death Benefits .................................... SAI-4
Eligible Rollover Distributions and Federal
Income Tax Withholding ........................ SAI-4
Premature Withdrawals and Transfers from a
GRA ........................................... SAI-4
Maturing GRAs ..................................... SAI-6
Types of Benefits ................................... SAI-6
Provisions of the Members Retirement Plan ........... SAI-9
Plan Eligibility Requirements ..................... SAI-9
Contributions to Qualified Plans .................. SAI-9
<CAPTION>
PAGE IN SAI
-----------
<S> <C>
Contributions to the Members Retirement Plan ...... SAI-9
Allocation of Contributions ....................... SAI-11
The Members Retirement Plan and Section
404(c) of ERISA ............................... SAI-12
Vesting ........................................... SAI-12
Investment Restrictions and Certain Investment
Techniques Applicable to the Alliance Growth
Equity, Alliance Aggressive Equity and Alliance
Balanced Funds .................................... SAI-13
How We Determine Unit Values for the Funds .......... SAI-15
How We Value the Assets of the Funds ................ SAI-16
Fund Transactions ................................... SAI-17
Investment Management and Accounting Fee ............ SAI-19
Underwriter ......................................... SAI-19
Our Management ...................................... SAI-20
Financial Statements ................................ SAI-23
</TABLE>
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Copyright 2000 by The Equitable Life Assurance Society of The United States,
1290 Avenue of the Americas, New York, New York 10104. All rights reserved.
<PAGE>
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FUNDING OF THE PROGRAM
The Program is primarily funded through a group annuity contract issued by
Equitable Life. The Trustee holds the contract for the benefit of employers and
participants in the Program.
YOUR RESPONSIBILITIES AS EMPLOYER
If you adopt the Members Retirement Plan, you as the employer and plan
administrator will have certain responsibilities, including:
o sending us your contributions at the proper time and in the proper
format (including contribution type and fiscal year);
o maintaining all personnel records necessary for administering your
plan;
o determining who is eligible to receive benefits;
o forwarding to us all the forms your employees are required to submit;
o distributing summary plan descriptions and participant annual reports
to your employees and former employees;
o distributing our prospectuses and confirmation notices to your
employees and, in some cases, former employees;
o filing an annual information return for your plan with the Internal
Revenue Service, if required;
o providing us the information with which to run special
non-discrimination tests, if you have a 401(k) plan or your plan
accepts post-tax employee or employer matching contributions;
o determining the amount of all contributions for each participant in the
plan;
o forwarding salary deferral and post-tax employee contributions to us;
o selecting interest rates and monitoring default procedures if you elect
the loan provision in your plan; and
o providing us with written instructions for allocating amounts in the
plan's forfeiture account.
If you, as an employer, have an individually designed plan, your
responsibilities will not be increased in any way by adopting the Pooled Trust.
If you adopt our self-directed prototype plan, you will be completely
responsible for administering the plan and complying with all of the reporting
and disclosure requirements applicable to qualified plans, with the assistance
of the recordkeeper of your choice.
We can provide guidance and assistance in the performance of your
responsibilities. If you have questions about any of your obligations, you can
contact our Account Executives at 1-800-526-2701 or write to us at Box 2486
G.P.O., New York, New York 10116.
PROCEDURES FOR WITHDRAWALS, DISTRIBUTIONS AND TRANSFERS
PRE-RETIREMENT WITHDRAWALS. Under the Members Retirement Plan, self-employed
persons generally may not receive a distribution prior to age 59 1/2, and
employees generally may not receive a distribution prior to separation from
service. However, if the Members Retirement Plan is maintained as a profit
sharing plan, you may request distribution of benefits after you reach age
59 1/2 even if you are still working.
SAI-2
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In addition, if your employer has elected to make hardship withdrawals
available under your plan, you may request distribution before age 59 1/2 in
the case of financial hardship (as defined in your plan). In a 401(k) plan, the
plan's definition of hardship applies to employer contributions but not to your
401(k) contributions--including employee pre-tax contributions, employer
qualified non-elective contributions and qualified matching contributions. To
withdraw your own 401(k) contributions, plus interest earned on these amounts
prior to 1989, you must demonstrate financial hardship within the meaning of
applicable Income Tax Regulations. Each withdrawal must be at least $1,000 (or,
if less, your entire Account Balance or the amount of your hardship withdrawal
under a profit sharing or 401(k) plan). If your employer terminates the plan,
all amounts (subject to GRA restrictions) may be distributed to participants at
that time.
You may withdraw all or part of your Account Balance under the Members
Retirement Plan attributable to post-tax employee contributions at any time,
subject to any withdrawal restrictions applicable to the Investment Options,
provided that you withdraw at least $300 at a time (or, if less, your Account
Balance attributable to post-tax employee contributions). See "Tax Information"
in the prospectus.
We pay all benefit payments (including withdrawals due to plan terminations) in
accordance with the rules described below in the "Benefit Distributions"
discussion. We effect all other participant withdrawals as of the close of the
business day we receive the properly completed form.
Under the self-directed prototype plan you may receive a distribution upon
attaining normal retirement age as specified in the plan, or upon separation
from service. If your employer maintains the self-directed prototype plan as a
profit sharing plan, an earlier distribution of funds that have accumulated
after two years is available if you incur a financial hardship, as defined in
the plan.
In addition, if you are married, your spouse may have to consent in writing
before you can make any type of withdrawal, except for the purchase of a
Qualified Joint and Survivor Annuity. See "Spousal Consent Requirement" below.
Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan.
Transfers and withdrawals from certain of the Investment Funds may be deferred
if there is any delay in redemption of shares of the respective mutual funds in
which the Funds invest. We generally do not expect any delays.
PLEASE NOTE THAT GENERALLY YOU MAY NOT MAKE WITHDRAWALS FROM THE GUARANTEED
RATE ACCOUNTS PRIOR TO MATURITY, EVEN IF THE EMPLOYER PLAN PERMITS WITHDRAWALS
PRIOR TO THAT TIME.
BENEFIT DISTRIBUTIONS. In order for you to begin receiving benefits under the
Members Retirement Plan, your employer must send us your properly completed
Election of Benefits form and, if applicable, Beneficiary Designation form.
Your benefits will commence according to the provisions of your plan.
Under an individually designed plan and our self-directed prototype plan, your
employer must send us a request for disbursement form. We will send single sum
payments to your plan's trustee as of the close of business on the day we
receive a properly completed form. If you wish to receive annuity payments,
your plan's trustee may purchase a variable annuity contract from us. We will
pay annuity payments directly to you and payments will commence according to
the provisions of your plan.
Please note that we use the value of your vested benefits at the close of the
business day payment is due to determine the amount of benefits you receive. We
will not, therefore, begin processing your check until
SAI-3
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the following business day. You should expect your check to be mailed within
five days after processing begins. Annuity checks can take longer. If you are
withdrawing more than $50,000 and you would like expedited delivery at your
expense, you may request it on your Election Of Benefits Form.
Distributions under a qualified retirement plan such as yours are subject to
extremely complicated legal requirements. When you are ready to retire, we
suggest that you discuss the available payment options with your employer or
financial advisor. Our Account Executives can provide you or your employer with
information.
DEATH BENEFITS. If a participant in the Members Retirement Plan dies without
designating a beneficiary, the vested benefit will automatically be paid to the
spouse or, if the participant is not married, to the first surviving class of
his or her (a) children, (b) parents and (c) brothers and sisters. If none of
them survive, the participant's vested benefit will be paid to the
participant's estate. If a participant in our prototype self-directed plan dies
without designating a beneficiary, the vested benefit will automatically be
paid to the spouse or, if the participant is not married, to the first
surviving class of his or her (a) children, (b) grandchildren, (c) parents, (d)
brothers and sisters and (e) nephews and nieces. If none of them survive, the
participant's vested benefit will be paid to the participant's estate.
ELIGIBLE ROLLOVER DISTRIBUTIONS AND FEDERAL INCOME TAX WITHHOLDING. All
"eligible rollover distributions" are subject to mandatory federal income tax
withholding of 20% unless the participant elects to have the distribution
directly rolled over to a qualified plan or traditional individual retirement
arrangement (IRA). An "eligible rollover distribution" is generally any
distribution that is not one of a series of substantially equal periodic
payments made (not less frequently than annually): (1) for the life (or life
expectancy) of the plan participant or the joint lives (or joint life
expectancies) of the plan participant and his or her designated beneficiary, or
(2) for a specified period of 10 years or more. In addition, the following are
not subject to mandatory 20% withholding:
o hardship withdrawals of salary deferred contributions from 401(k)
plans;
o certain corrective distributions under Code Section 401(k) plans;
o loans that are treated as distributions; and
o a distribution to a beneficiary other than to a surviving spouse or a
current or former spouse under a qualified domestic relations order.
If we make a distribution to a participant's surviving spouse, or to a current
or former spouse under a qualified domestic relations order, the distribution
may be an eligible rollover distribution, subject to mandatory 20% withholding,
unless one of the exceptions described above applies.
If a distribution is not an "eligible rollover distribution," we will withhold
income tax from all taxable payments unless the recipient elects not to have
income tax withheld.
PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA. You may transfer amounts from
other investment options to a GRA at any time. Transfers may not be made from
one GRA to another or from a GRA to one of the other investment options until
the maturity date of the GRA. Likewise, you may not remove amounts from a GRA
prior to maturity in order to obtain a plan loan or make a hardship or
in-service withdrawal. If your plan's assets are transferred to another funding
vehicle from the Program or if your plan is terminated, we will continue to
hold your money in GRAs until maturity. All such GRAs will be held in the
Pooled Trust under the investment-only arrangement. See "Guaranteed Rate
Accounts" in the prospectus.
We do not permit withdrawals before maturity unless your plan permits them and
they are exempt or qualified, as we explain below. You may take exempt
withdrawals without penalty at any time. Qualified
SAI-4
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withdrawals are subject to a penalty. We do not permit qualified withdrawals
from a five-year GRA during the first two years after the end of its offering
period. This rule does not apply if the amount of the applicable penalty is
less than the interest you have accrued. If you have more than one GRA and you
are taking a partial withdrawal or installments, we will first use amounts held
in your most recently purchased three-year or five-year GRA that is available
under the withdrawal rules for exempt and qualified withdrawals.
Exempt Withdrawal. Amounts may be withdrawn without penalty from a GRA prior to
its maturity if:
o you are a professional age 59 1/2 or older and you elect an installment
payout of at least three years or an annuity benefit;
o you are not a professional and you attain age 59 1/2 or terminate
employment (including retirement);
o you are disabled;
o you attain age 70 1/2; or
o you die.
If you are a participant under a plan which was adopted by an employer which is
not a member of a professional association which makes the Program available as
a benefit of membership, the above rules will be applied substituting the term
"highly compensated" for "professional" and "non-highly compensated" for "not a
professional." For this purpose, "highly compensated" shall have the meaning
set forth under "Provisions of the Members Plans--Contributions to the Members
Retirement Plan" below.
Qualified Withdrawal. You may withdraw amounts with a penalty from a GRA prior
to its maturity if you are a Professional and are taking payments upon
retirement after age 59 1/2 under a distribution option of less than three
years duration. The interest paid to you upon withdrawal will be reduced by an
amount calculated as follows:
(i) the amount by which the three-year GRA rate being offered on the date
of withdrawal exceeds the GRA rate from which the withdrawal is made,
times
(ii) the years and/or fraction of a year until maturity, times
(iii) the amount withdrawn from the GRA.
We will make this calculation based on GRA rates without regard to deductions
for the applicable Program expense charge. If the three-year GRA is not being
offered at the time of withdrawal, the adjustment will be based on then current
rates on U.S. Treasury notes or for a comparable option under the Program.
We will never reduce your original contributions by this adjustment. We make no
adjustment if the current three-year GRA rate is equal to or less than the rate
for the GRA from which we make to the qualified withdrawal. We calculate a
separate adjustment for each GRA. If the interest accumulated in one GRA is
insufficient to recover the amount calculated under the formula, we may deduct
the excess as necessary from interest accumulated in other GRAs of the same
duration.
Example: You contribute $1,000 to a three-year GRA on January 1 with a rate of
4%. Two years later you make a qualified withdrawal. Your GRA balance is
$1,082. The current GRA rate is 6%; (i) 6%-4%=2%, (ii) 2% X 1 year=2%, (iii) 2%
X $1,082=$21.64. The withdrawal proceeds would be $1,082-$21.64=$1,060.36.
SAI-5
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MATURING GRAS
o Your confirmation notice lists the maturity date for each GRA you hold.
o You may arrange in advance for the reinvestment of your maturing GRAs
by using the AIM System. (GRA maturity allocation change requests
received on a business day before 4:00 P.M. Eastern Time are effective
four days after we receive them. GRA maturity allocation change
requests received after 4:00 P.M. Eastern Time or on a non-business day
are effective four days after the next business day after we receive
them.)
o The instructions you give us remain in effect until you change them
(again, your GRA maturity allocation change request will be processed
as described above).
o You may have different instructions for your GRAs attributable to
employer contributions than for your GRAs attributable to employee
contributions.
o If you have never provided GRA maturity instructions, your maturing
GRAs will be allocated to the Money Market Guarantee Account.
TYPES OF BENEFITS
Under the Members Retirement Plan, and under most self-directed prototype
plans, you may select one or more of the following forms of distribution once
you are eligible to receive benefits. If your employer has adopted an
individually designed plan or a self-directed prototype profit sharing plan
that does not offer annuity benefits, not all of these distribution forms may
be available to you. We suggest you ask your employer what types of benefits
are available under your plan.
QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing equal monthly
payments for your life and, after your death, for your surviving spouse's life.
No payments will be made after you and your spouse die, even if you have
received only one payment prior to the last death. THE LAW REQUIRES THAT IF THE
VALUE OF YOUR VESTED BENEFITS EXCEEDS $5,000, YOU MUST RECEIVE A QUALIFIED
JOINT AND SURVIVOR ANNUITY UNLESS YOUR SPOUSE CONSENTS IN WRITING TO A CONTRARY
ELECTION. Please see "Spousal Consent Requirements" below.
LUMP SUM PAYMENT. A single payment of all or part of your vested benefits. If
you take a lump sum payment of only part of your balance, it must be at least
$1,000. If you have more than one GRA, amounts held in your most recent GRA
will first be used to make payment. If your vested benefit is $5,000 or less,
you will receive a lump sum payment of the entire amount.
PERIODIC INSTALLMENTS. Monthly, quarterly, semi-annual or annual payments over
a period of at least three years, where the initial payment on a monthly basis
is at least $300. You can choose either a time-certain payout, which provides
variable payments over a specified period of time, or a dollar-certain payout,
which provides level payments over a variable period of time. During the
installment period, your remaining Account Balance will be invested in whatever
investment options you designate; each payment will be drawn pro rata from all
the investment options you have selected. You may not leave or place any assets
in the Real Estate Fund. If you have more than one GRA, amounts held in your
most recently purchased three-year or five-year GRA will first be used to make
installment payments. If you die before receiving all the installments, we will
make the remaining payments to your beneficiary. We do not offer installments
for benefits under individually designed plans or under our self-directed
prototype plan.
LIFE ANNUITY. An annuity providing monthly payments for your life. No payments
will be made after your death, even if you have received only one payment prior
to your death.
SAI-6
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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. An annuity providing monthly payments for your life
and that of your beneficiary. You may specify the percentage of the original
annuity payment to be made to your beneficiary. Subject to legal limitations,
that percentage may be 100%, 75%, 50%, or any other percentage you specify.
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 and the percentage of the annuity
payment to be made to your beneficiary (as noted above under Joint and Survivor
Annuity). The longer the specified period, the smaller your monthly payments
will be.
CASH REFUND ANNUITY. An annuity providing equal monthly payments for your life
with a guarantee that the sum of those payments will be at least equal to the
portion of your vested benefits used to purchase the annuity. If upon your
death the sum of the monthly payments to you is less than that amount, your
beneficiary will receive a lump sum payment of the remaining guaranteed amount.
FIXED AND VARIABLE ANNUITY CHOICES
The cost of the fixed annuity is determined from tables in the group annuity
contract which show the amounts necessary to purchase each $1 of monthly
payment (after deduction of any applicable taxes and the annuity administrative
charge described below). Payments depend on the annuity selected, your age, and
the age of your beneficiary if you select a joint and survivor annuity. We may
change the tables in the contract no more than once every five years.
The minimum amount that can be used to purchase any type of annuity is $5,000.
Usually, an annuity administrative charge of $350 will be deducted from the
amount used to purchase the annuity. If we give any group pension client with a
qualified profit sharing plan a better annuity purchase 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 a Qualified Joint and Survivor Annuity or a Cash Refund Annuity, the
amount of the monthly payments is fixed at retirement and remains level
throughout the distribution period. Under the Life Annuity, Life
Annuity--Period Certain, Joint and Survivor Annuity and Joint and Survivor
Annuity--Period Certain, you may select either fixed or variable payments. The
variable payments reflect the investment performance of the Growth Equity Fund.
If you are interested in a variable annuity, when you are ready to select your
benefit please ask our Account Executives for our variable annuity prospectus
supplement.
The chart below shows the relative financial value of the different annuity
options, based on our current rates for fixed annuities. This chart is provided
as a sample. The numbers provided in the Rate per $1.00 of Annuity column,
which are used to calculate the monthly annuity provided, are subject to
change. The example assumes the annuitant's age is 65 1/2 years, the joint
annuitant's age is the same and the amount used
SAI-7
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to purchase the annuity is $100,000. The annuity administrative charge of $350
is deducted from the purchase price of $100,000, leaving a total of $99,650 to
be applied to purchase the annuity. Certain legal requirements may limit the
forms of annuity available to you.
<TABLE>
<CAPTION>
AMOUNT TO BE MONTHLY
APPLIED ON ANNUITY RATE PER $1.00 ANNUITY
ANNUITY FORM FORM ELECTED OF ANNUITY PROVIDED
- ------------ ------------ ---------- --------
<S> <C> <C> <C>
Life $99,650 $ 143.06 $ 696.56
Cash Refund 99,650 150.82 660.72
5 Year Certain Life 99,650 144.62 689.05
10 Year Certain Life 99,650 148.55 670.82
15 Year Certain Life 99,650 153.87 647.62
100% Joint & Survivor Life 99,650 168.01 593.12
75% Joint & Survivor Life 99,650 161.16 618.33*
50% Joint & Survivor Life 99,650 155.13 642.36*
100% Joint & Survivor--5 Year Certain Life** 99,650 168.04 593.01
100% Joint & Survivor--10 Year Certain Life** 99,650 168.27 592.20
100% Joint & Survivor--15 Year Certain Life** 99,650 168.91 589.96
100% Joint & Survivor--20 Year Certain Life** 99,650 170.10 585.83
</TABLE>
- ----------
* Represents the amount payable to the primary annuitant. A surviving joint
annuitant would receive the applicable percentage of the amount paid to
the primary annuitant.
** You may also elect a Joint and Survivor Annuity--Period Certain with a
monthly benefit payable to the surviving joint annuitant in any
percentage you specify.
SPOUSAL CONSENT REQUIREMENTS
Under the Members Retirement Plan and the self-directed prototype plan, you may
designate a non-spouse beneficiary any time after the earlier of: (1) the first
day of the plan year in which you attain age 35, or (2) the date on which you
separate from service with your employer. If you designate a beneficiary other
than your spouse prior to your reaching age 35, your spouse must consent to the
designation and, upon your reaching age 35, must again give his or her consent
or the designation will lapse. In order for you to make a withdrawal, elect a
form of benefit other than a Qualified Joint and Survivor Annuity or designate
a non-spouse beneficiary, your spouse must consent to your election in writing
within the 90 day period before your annuity starting date. To consent, your
spouse must sign on the appropriate line on your election of benefits or
beneficiary designation form. Your spouse's signature must be witnessed by a
notary public or plan representative.
If you change your mind, you may revoke your election and elect a qualified
Joint Survivor Annuity or designate your spouse as beneficiary, simply by
filing the appropriate form. Your spouse's consent is not required for this
revocation.
It is also possible for your spouse to sign a blanket consent form. By signing
this form, your spouse consents not just to a specific beneficiary or, with
respect to the waiver of the Qualified Joint and Survivor Annuity, the form of
distribution, but gives you the right to name any beneficiary, or if
applicable, form of
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distribution you want. Once you file such a form, you may change your election
whenever you want, even without spousal consent. No spousal consent to a
withdrawal or benefit in a form other than a Qualified Joint and Survivor
Annuity is required under certain self-directed prototype profit sharing plans
that do not offer life annuity benefits.
PROVISIONS OF THE MEMBERS RETIREMENT PLAN
PLAN ELIGIBILITY REQUIREMENTS. Under the Members Retirement Plan, the employer
specifies the eligibility requirements for its plan in the Adoption Agreement.
The employer may exclude any employee who has not attained a specified age (not
to exceed 21) and completed a specified number of years (not to exceed two) in
each of which he completed 1,000 hours of service. No more than one year of
eligibility service may be required for a 401(k) arrangement.
The Members Retirement Plan provides that a sole proprietor, partner or
shareholder may, upon commencement of employment or upon first becoming
eligible to participate in any qualified plan of the employer, make a one-time
irrevocable election not to participate in the plan or to make a reduced
contribution. This election applies to all plans of the employer, now and in
the future, and should be discussed with your tax advisor.
CONTRIBUTIONS TO QUALIFIED PLANS. We outline below the current federal income
tax rules relating to contributions under qualified retirement plans. This
outline assumes that you are not a participant in any other qualified
retirement plan.
The employer deducts contributions to the plan in the year it makes them. As a
general rule, an employer must make contributions for any year by the due date
(including extensions) for filing its federal income tax return for that year.
However, Department of Labor ("DOL") rules generally require that the employer
contribute participants' salary deferrals under a 401(k) plan as soon as
practicable after the payroll period applicable to a deferral. In any event,
the employer must make these contributions no later than the 15th business day
of the month following the month in which the employer withholds or receives
participant contributions.
If the employer contributes more to the plan than it may deduct under the rules
we describe below, the employer (a) may be liable for a 10% penalty tax on that
nondeductible amount and (b) may risk disqualifying the plan.
CONTRIBUTIONS TO THE MEMBERS RETIREMENT PLAN. The employer makes annual
contributions to its plan based on the plan's provisions.
An employer that adopts the Members Retirement Plan as a profit sharing plan
makes discretionary contributions as it determines annually. The aggregate
employer contribution to the plan, including all participants' salary deferrals
under a 401(k) arrangement, may not exceed 15% of all participants'
compensation for the plan year. For plan purposes, compensation for
self-employed persons does not include deductible plan contributions on behalf
of the self-employed person.
A 401(k) arrangement is available as part of the profit sharing plan. Employees
may make pre-tax contributions to a plan under a 401(k) arrangement. The
maximum amount that highly compensated employees may contribute depends on (a)
the amount that non-highly compensated employees contribute and (b) the amount
the employer designates as a nonforfeitable 401(k) contribution. Different
rules apply to a SIMPLE 401(k) or safe harbor 401(k).
SAI-9
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For 2000, a "highly compensated" employee, for this purpose, is (a) an owner of
more than 5% of the business, or (b) anyone with earnings of more than $80,000
from the business in 1999. For (b), the employer may elect to include only
employees in the highest paid 20%. In any event, the maximum amount each
employee may defer is limited to $10,500 for 2000, reduced by that employee's
salary reduction contributions to simplified employee pension plans established
before 1997 (SARSEPs), SIMPLE plans, employee contributions to tax deferred
Section 403(b) arrangements, and contributions deductible by the employee under
a trust described under Section 501(c)(18) of the Internal Revenue Code. The
maximum amount a participant may defer in a SIMPLE 401(k) plan for 2000 is
$6,000.
Matching contributions to a 401(k) plan on behalf of a self-employed individual
are no longer treated as elective deferrals, and are the same as matching
contributions for other employees.
Employers may adopt a safe harbor 401(k) arrangement. Under this arrangement,
an employer agrees to offer a matching contribution equal to (a) 100% of salary
deferral contributions up to 3% of compensation and (b) 50% of salary deferral
contributions that exceed 3% but are less than 5% of compensation or a 2%
non-elective contribution to all eligible employees. These contributions must
be non-forfeitable. If the employer makes these contributions and meets the
notice requirements for safe harbor 401(k) plans, the plan is not subject to
non-discrimination testing on salary deferral and matching or non-elective
contributions described above.
If the employer adopts the Members Retirement Plan as a defined contribution
pension plan, its contribution is equal to the percentage of each participant's
compensation that the Adoption Agreement specifies.
Under any type of plan, an employer must disregard compensation in excess of
$170,000 in 2000 in making contributions. An employer may integrate
contributions with Social Security. This means that contributions, for each
participant's compensation, that exceed the integration level may be greater
than contributions for compensation below the integration level. The Federal
tax law imposes limits on this excess. Your Account Executive can help you
determine the legally permissible contribution.
Except in the case of certain non-top heavy plans, contributions for non-key
employees must be at least 3% of compensation (or, under the profit sharing
plan, the percentage the employer contributes for key employees, if less than
3%). In 2000, "key employee" means (a) an owner of one of the ten largest (but
more than 1/2%) interests in the business with earnings of more than $30,000,
or (b) an officer of the business with earnings of more than $67,500 or (c) an
owner of more than 5% of the business, or (d) an owner of more than 1% of the
business with earnings of more than $150,000. For purposes of (b), no more than
50 employees (or, if less, the greater of three or 10% of the employees) shall
be treated as officers.
Certain plans may also permit participants to make post-tax contributions. We
will maintain a separate account to reflect each participant's post-tax
contributions and the earnings (or losses) on those contributions. Post-tax
contributions are subject to complex rules under which the maximum amount that
a highly compensated employee may contribute depends on the amount that
non-highly employees contribute. BEFORE PERMITTING ANY HIGHLY-COMPENSATED
EMPLOYEE TO MAKE POST-TAX CONTRIBUTIONS, THE EMPLOYER SHOULD VERIFY THAT IT HAS
PASSED ALL NON-DISCRIMINATION TESTS. If an employer employs only "highly
compensated" employees (as defined above), the plan will not accept post-tax
contributions. In addition, the employer may make matching contributions to
certain plans, i.e., contributions that based on the amount of post-tax or
pre-tax 401(k) contributions that plan participants make. Special non--
SAI-10
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discrimination rules apply to matching contributions. These rules may limit the
amount of matching contributions that an employer may make for highly
compensated employees. These non-discrimination rules for matching
contributions do not apply to SIMPLE and safe harbor 401(k) plans.
Contributions (including forfeiture amounts) for each participant may not
exceed the lesser of (a) $30,000 and (b) 25% of the participant's earnings
(excluding, in the case of self-employed persons, all deductible plan
contributions). The participant's post-tax contributions count toward this
limitation.
Each participant's Account Balance equals the sum of the amounts accumulated in
each investment option. We will maintain separate records of each participant's
interest in each of the Investment Options attributable to employer
contributions, 401(k) non-elective contributions, 401(k) elective
contributions, post-tax employee contributions and employer matching
contributions. We will also account separately for any amounts rolled over from
a previous employer's plan. Our records will also reflect each participant's
percentage of vesting (see below) in his Account Balance attributable to
employer contributions and employer matching contributions.
The participant will receive an individual confirmation of each transaction
(including the deduction of record maintenance and report fees). The
participant will also receive an annual statement showing the participant's
Account Balance in each investment option attributable to each type of
contribution. Based on information that you supply, we will run the required
special non-discrimination tests (Actual Deferral Percentage and Actual
Contribution Percentage) applicable to (a) 401(k) plans (other than SIMPLE
401(k) and (b) safe harbor 401(k)) and plans that accept post-tax employee
contributions or employer matching contributions.
Non-discrimination tests do not apply to SIMPLE 401(k) plans, if the employer
makes (a) a matching contribution equal to 100% of the amount each participant
deferred, up to 3% of compensation, or (b) a 2% non-elective contribution to
all eligible employees. The employer must also follow the notification and
filing requirements outlined in the SIMPLE 401(k) model amendment to the
Members Retirement Plan, to avoid non-discrimination tests.
Under a SIMPLE 401(k) the employer must offer all eligible employees the
opportunity to defer part of their salary into the plan and make either a
matching or non-elective contribution. The matching contribution must be 100%
of the salary deferral amount up to 3% of compensation. The non-elective
contribution is 2% of compensation, the employer must make it for all eligible
employees, even those not deferring. The matching or non-elective contribution
must be non-forfeitable. The employer must notify employees which contribution
the employer will make 60 days before the beginning of the year.
Elective deferrals to a 401(k) plan are subject to applicable FICA (social
security) and FUTA (unemployment) taxes.
ALLOCATION OF CONTRIBUTIONS. You, as employer or participant, may allocate
contributions among any number of the investment options. You may change
allocation instructions at any time, and as often as needed, by calling the AIM
System. New instructions become effective on the business day we receive them.
Employer contributions may be allocated in different percentages than employee
contributions. The allocation percentages elected for employer contributions
automatically apply to any 401(k) qualified non-elective contributions,
qualified matching contributions and matching contributions. Your allocation
SAI-11
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percentages for employee contributions automatically apply to any post-tax
employee contributions and 401(k) salary deferral contributions. IF WE HAVE NOT
RECEIVED VALID INSTRUCTIONS, WE WILL ALLOCATE CONTRIBUTIONS TO THE MONEY MARKET
GUARANTEE ACCOUNT. You may, of course, transfer to another investment option at
any time.
THE MEMBERS RETIREMENT PLAN AND SECTION 404(C) OF ERISA. The Members Retirement
Plan is a participant directed individual account plan designed to comply with
the requirements of Section 404(c) of ERISA. Section 404(c) of ERISA, and the
related Department of Labor (DOL) regulation, provide that if a participant or
beneficiary exercises control over the assets in his or her plan account, plan
fiduciaries will not be liable for any loss that is the direct and necessary
result of the participant's or beneficiary's exercise of control. This means
that if the employer plan complies with Section 404(c), participants can make
and are responsible for the results of their own investment decisions.
Section 404(c) plans must, among other things, (a) make a broad range of
investment choices available to participants and beneficiaries and (b) provide
them with adequate information to make informed investment decisions. The
Investment Options and documentation available under the Members Retirement
Plan provide the broad range of investment choices and information needed in
order to meet the requirements of Section 404(c). However, while our suggested
summary plan descriptions, annual reports, prospectuses, and confirmation
notices provide the required investment information, the employer is
responsible for distributing this information in a timely manner to
participants and beneficiaries. You should read this information carefully
before making your investment decisions.
VESTING. Vesting refers to the participant's rights with respect to that
portion of a participant's Account Balance attributable to employer
contributions under the Members Retirement Plan. If a participant is "vested,"
the amount or benefit in which the participant is vested belongs to the
participant, and may not be forfeited. The participant's Account Balance
attributable to (a) 401(k) contributions (including salary deferral, qualified
non-elective and qualified matching contributions), (b) post-tax employee
contributions and (c) rollover contributions always belongs to the participant,
and is nonforfeitable at all times.
A participant becomes fully vested in all benefits if still employed at death,
disability, attainment of normal retirement age or upon termination of the
plan. If the participant terminates employment before that time, any benefits
that have not yet vested under the plan's vesting schedule are forfeited. The
normal retirement age is 65 under the Members Retirement Plan.
Benefits must vest in accordance with any of the schedules below or one at
least as favorable to participants:
<TABLE>
<CAPTION>
SCHEDULE A SCHEDULE B SCHEDULE C SCHEDULE E
YEARS OF VESTED VESTED VESTED VESTED
SERVICE PERCENTAGE PERCENTAGE PERCENTAGE PERCENTAGE
------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
1 0% 0% 0% 100%
2 100 20 0 100
3 100 40 100 100
4 100 60 100 100
5 100 80 100 100
6 100 100 100 100
</TABLE>
If the plan requires more than one year of service for participation in the
plan, the plan must use Schedule E or one at least as favorable to
participants.
SAI-12
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Provided the employer plan is not "top-heavy," within the meaning of Section
416 of the Code, and provided that the plan does not require more than one year
of service for participation, an employer may, in accordance with provisions of
the Members Retirement Plan, instead elect one of the following vesting
schedules or one at least as favorable to participants:
<TABLE>
<CAPTION>
SCHEDULE F SCHEDULE G
YEARS OF VESTED VESTED
SERVICE PERCENTAGE PERCENTAGE
------- ---------- ----------
<S> <C> <C>
less than 3 0% 0%
3 20 0
4 40 0
5 60 100
6 80 100
7 100 100
</TABLE>
All contributions to a SIMPLE 401(k) plan are 100% vested and not subject to
the vesting schedule above. This rule, however, does not apply to employer and
matching contributions made to a plan before the plan is amended to become a
SIMPLE 401(k) plan. Non-elective and matching contributions required under a
safe harbor 401(k) arrangement are 100% vested and not subject to the vesting
schedule above.
INVESTMENT RESTRICTIONS AND CERTAIN INVESTMENT TECHNIQUES APPLICABLE TO THE
ALLIANCE GROWTH EQUITY, ALLIANCE AGGRESSIVE EQUITY AND ALLIANCE BALANCED FUNDS
For an explanation of the investment restrictions applicable to the Alliance
Global, Alliance Conservative Investors, Alliance Growth Investors, Calvert
Socially Responsible, MFS Emerging Growth Companies, MFS Research, Warburg
Pincus Small Company Value, T. Rowe Price Equity Income, Mercury World Strategy
and BT Equity 500 Index Funds, see Investment Restrictions in the EQ Advisors
Trust Statement of Additional Information.
None of the Alliance Growth Equity, Alliance Aggressive Equity and Alliance
Balanced Funds will:
o trade in foreign exchange (except transactions incidental to the
settlement of purchases or sales of securities for a Fund);
o make an investment in order to exercise control or management over a
company;
o underwrite the securities of other companies, including purchasing
securities that are restricted under the 1933 Act or rules or
regulations thereunder (restricted securities cannot be sold publicly
until they are registered under the 1933 Act), except as stated below;
o make short sales, except when the Fund has, by reason of ownership of
other securities, the right to obtain securities of equivalent kind and
amount that will be held so long as they are in a short position;
o trade in commodities or commodity contracts (except the Alliance
Balanced Fund is not prohibited from entering into hedging transactions
through the use of stock index or interest rate future contracts, as
described in the prospectus);
SAI-13
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o purchase real estate or mortgages, except as stated below. The Funds
may buy shares of real estate investment trusts listed on stock
exchanges or reported on the National Association of Securities
Dealers, Inc. automated quotation system ("NASDAQ");
o have more than 5% of its assets invested in the securities of any one
registered investment company. A Fund may not own more than 3% of an
investment company's outstanding voting securities. Finally, total
holdings of investment company securities may not exceed 10% of the
value of the Fund's assets;
o purchase any security on margin or borrow money except for short-term
credits necessary for clearance of securities transactions;
o make loans, except loans through the purchase of debt obligations or
through entry into repurchase agreements; or
o invest more than 10% of its total assets in restricted securities, real
estate investments, or portfolio securities not readily marketable.
The Alliance Growth Equity and Alliance Balanced Funds will not make an
investment in an industry if that investment would make the Fund's holding in
that industry exceed 25% of its assets. The United States government, and its
agencies and instrumentalities, are not considered members of any industry.
The Alliance Growth Equity and Alliance Aggressive Equity Funds will not
purchase or write puts and calls (options).
The following investment techniques may be used by the Alliance Balanced Fund:
Mortgage Pass-Through Securities--The Alliance Balanced Fund may invest in
mortgage pass-through securities, which are securities representing interests
in pools of mortgages. Principal and interest payments made on the mortgages in
the pools are passed through to the holder of such securities.
Collateralized Mortgage Obligations--The Alliance Balanced Fund may invest in
collateralized mortgage obligations (CMOs). CMOs are debt securities
collateralized by underlying mortgage loans or pools of mortgage pass-through
securities and are generally issued by limited purpose finance subsidiaries of
U.S. Government instrumentalities. CMOs are not, however, mortgage pass-through
securities. Investors in CMOs are not owners of the underlying mortgages, but
are simply owners of a debt security backed by such pledged assets.
Asset-Backed Securities--The Alliance Balanced Fund may purchase asset-backed
securities that represent either fractional interests or participation in pools
of leases, retail installment loans or revolving credit receivables held by a
trust or limited purpose finance subsidiary. Such asset-backed securities may
be secured by the underlying assets or may be unsecured.
The Alliance Balanced Fund may invest in other asset-backed securities that may
be developed in the future.
Yankee Securities--The Alliance Balanced Fund may invest in Yankee securities.
Yankee securities are non-U.S. issuers that issue debt securities that are
denominated in U.S. dollars.
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Zero-Coupon Bonds--The Alliance Balanced Fund may invest in zero-coupon bonds.
Such bonds may be issued directly by agencies and instrumentalities of the U.S.
Government or by private corporations. Zero-coupon bonds do not make regular
interest payments. Instead, they are sold at a deep discount from their face
value. As a result, their price can be very volatile when interest rates
change.
Repurchase Agreements--In repurchase agreements, the Alliance Balanced Fund
buys securities from a seller, usually a bank or brokerage firm, with the
understanding that the seller will repurchase the securities at a higher price
at a future date. During the term of the repurchase agreement the Balanced Fund
retains the securities subject to the repurchase agreement as collateral. Such
transactions afford an opportunity for the Fund to earn a fixed rate of return
on available cash at minimal market risk, although the Fund may be subject to
various delays and risks or loss if the seller is unable to meet its obligation
to repurchase.
Foreign Currency Forward Contracts--The Alliance Balanced Fund may enter into
contracts for the purchase or sale of a specific foreign currency at a future
date at a price set at the time of the contract. The Fund will enter into such
forward contracts for hedging purposes only.
HOW WE DETERMINE UNIT VALUES FOR THE FUNDS
We determine the Unit Value at the end of each business day. The Unit Value for
each Fund is determined by first calculating a gross unit value reflecting only
investment performance and then adjusting it for Program expenses to obtain the
Fund Unit Value. We calculate the gross unit value by multiplying the gross
unit value for the preceding business day by the net investment factor for that
subsequent business day and, for the Alliance Growth Equity, Alliance
Aggressive Equity and Alliance Balanced Funds, then deducting audit and
custodial fees. We calculate the net investment factor as follows:
o First, we take the value of the Fund's assets at the close of business
on the preceding business day.
o Next, we add the investment income and capital gains, realized and
unrealized, that are credited to the assets of the Fund during the
business day for which we are calculating the net investment factor.
o Then we subtract the capital losses, realized and unrealized, charged
to the Fund during that business day.
o Finally, we divide this amount by the value of the Fund's assets at the
close of the preceding business day.
The Fund Unit Value is calculated on every business day by multiplying the Fund
Unit Value for the last business day of the previous month by the net change
factor for that business day. The net change factor for each business day is
equal to (a) minus (b) where:
(a) is the gross unit value for that business day divided by the gross unit
value for the last business day of the previous month; and
(b) is the charge to the Fund for that month for the daily accrual of fees and
expenses times the number of days since the end of the preceding month.
For information on the valuation of assets of the Funds, see "How We Value the
Assets of the Funds," below.
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The value of the investments of the Alliance Global, Alliance Conservative
Investors and Alliance Growth Investors Funds in the corresponding EQ Advisors
Trust Portfolios is calculated by multiplying the number of shares held by
Separate Account No. 51 in each Portfolio by the net asset value per share of
that Portfolio determined as of the close of business on the same day as the
respective Unit Values of the Alliance Global, Alliance Conservative Investors
and Alliance Growth Investors Funds are determined.
The value of the investments of the Calvert Socially Responsible, MFS Emerging
Growth Companies, MFS Research, Warburg Pincus Small Company Value, T. Rowe
Price Equity Income, Mercury World Strategy and BT Equity 500 Index Funds in
the corresponding EQ Advisors Trust Portfolios is calculated by multiplying the
number of shares held by Separate Account No. 66 in each Portfolio by the net
asset value per share of that Portfolio determined as of the close of business
on the same day as the respective Unit Values of the Calvert Socially
Responsible, MFS Emerging Growth Companies, MFS Research, Warburg Pincus Small
Company Value, T. Rowe Price Equity Income, Mercury World Strategy and BT
Equity 500 Index Funds are determined.
HOW WE VALUE THE ASSETS OF THE FUNDS
The assets of the Alliance Growth Equity, Alliance Aggressive Equity and
Alliance Balanced Funds are valued as follows:
o STOCKS listed on national securities exchanges or traded on the NASDAQ
national market system are valued at the last sale price. If on a
particular day there is no sale, the stocks are valued at the latest
available bid price reported on a composite tape. Other unlisted
securities reported on the NASDAQ system are valued at inside (highest)
quoted bid prices.
o FOREIGN SECURITIES not traded directly, or in 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
dollars at current exchange rates.
o 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.
o LONG-TERM PUBLICLY TRADED CORPORATE BONDS (i.e., maturing in more than
one year) 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 it is deemed appropriate to do so, an
over-the-counter or exchange quotation may be used. For those Funds
that invest in corresponding Portfolios of the Hudson River Trust or EQ
Advisors Trust.
o 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.
o CONVERTIBLE BONDS and UNLISTED CONVERTIBLE PREFERRED STOCKS are valued
at bid prices obtained from one or more 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.
o SHORT-TERM DEBT SECURITIES that mature in more than 60 days are valued
at representative quoted prices. Short-term debt securities that mature
in 60 days or less are valued at amortized cost, which approximates
market value. The Growth Equity Fund, Aggressive Equity Fund and
Balanced Fund as well as the Real Estate Fund, may also acquire
short-term debt securities through units in
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our Separate Account No. 2A. These unit values are calculated in the
same way as Fund Units. The assets of Separate Account No. 2A are
valued as described above.
o OPTION CONTRACTS, for the Balanced Fund only, listed on organized
exchanges are valued at last sale prices or closing asked prices, in
the case of calls, and at quoted bid prices, in the case of puts. The
market value of a put or call will usually reflect, among other
factors, the market price of the underlying security. When a Fund
writes a call option, an amount equal to the premium received by the
Fund is included in the Fund's financial statements as an asset and an
equivalent liability. The amount of the liability is subsequently
marked-to-market to reflect the current market value of the option
written. The current market value of a traded option is the last sale
price or, in the absence of a sale, the last offering price. When an
option expires on its stipulated expiration date or a Fund enters into
a closing purchase or sales transaction, the Fund realizes a gain or
loss without regard to any unrealized gain or loss on the underlying
security, and the liability related to such option is extinguished.
When an option is exercised, the Fund realizes a gain or loss from the
sale of the underlying security, and the proceeds of the sale are
increased by the premium originally received, or reduced by the price
paid for the option.
Our investment officers determine in good faith the fair value of securities
and other assets that do not have a readily available market price in
accordance with accepted accounting practices and applicable laws and
regulations.
OTHER FUNDS. For those Funds that invest in corresponding Portfolios of EQ
Advisors Trust, the asset value of each Portfolio is computed on a daily basis.
See the prospectus for the Trust for information on valuation methodology used
by the corresponding Portfolios.
FUND TRANSACTIONS
The Alliance Growth Equity, Alliance Aggressive Equity and Alliance Balanced
Funds are charged for securities brokers' commission, transfer taxes and other
fees relating to securities transactions. Transactions in equity securities for
each of these Funds are executed primarily through brokers that receive a
commission paid by the Fund. The brokers, none of which are affiliates, are
selected by Alliance Capital Management L.P. ("Alliance"). For 1999, 1998 and
1997, the Alliance Growth Equity Fund paid $5,877,438, $4,288,187, and
$3,698,148, respectively, in brokerage commissions; the Alliance Aggressive
Equity Fund paid $755,520, $2,020,464, and $1,876,011, respectively, in
brokerage commissions; and the Alliance Balanced Fund paid $210,258, $172,883,
and $424,352, respectively, in brokerage commissions.
Alliance seeks to obtain the best price and execution of all orders it places,
considering all the circumstances. If transactions are executed in the
over-the-counter market, they will deal with the principal market makers,
unless more favorable prices or better execution is otherwise obtainable. There
are occasions on which portfolio transactions for the Funds may be executed as
part of concurrent authorizations to purchase or sell the same security for
certain other accounts or clients advised by Alliance and Equitable Life. These
concurrent authorizations potentially can be either advantageous or
disadvantageous to the Funds. When these concurrent authorizations occur, the
objective is to allocate the executions among the Funds and the other accounts
in a fair manner.
Alliance also considers the amount and quality of securities research services
provided by a broker. Typical research services include general economic
information and analyses and specific information on and analyses of companies,
industries and markets. Factors in evaluating research services include the
diversity
SAI-17
<PAGE>
- --------------------------------------------------------------------------------
of sources used by the broker and the broker's experience, analytical ability,
and professional stature. The receipt of research services from brokers tends
to reduce the expenses in managing the Funds. This is taken into account when
setting the expense charges.
Brokers who provide research services may charge somewhat higher commissions
than those who do not. However, Alliance selects only brokers whose commissions
are believed to be reasonable in all the circumstances. Of the brokerage
commissions paid by the Alliance Growth Equity, Alliance Aggressive Equity and
Alliance Balanced Funds during 1999, $2,308,108, $369,451 and $125,632,
respectively, were paid to brokers providing research services on transactions
of $2,810,065,842, $398,305,701 and $168,980,994, respectively.
Alliance periodically evaluates the services provided by brokers and prepares
internal proposals for allocating among those various brokers business for all
the accounts Alliance manages or advises. That evaluation involves
consideration of the overall capacity of the broker to execute transactions,
its financial condition, its past performance and the value of research
services provided by the broker in servicing the various accounts advised or
managed by Alliance. Alliance has no binding agreements with any firm as to the
amount of brokerage business which the firm may expect to receive for research
services or otherwise. There may, however, be understandings with certain firms
that Alliance will continue to receive services from such firms only if such
firms are allocated a certain amount of brokerage business. Alliance may try to
allocate such amounts of business to such firms to the extent possible in
accordance with the policies described above.
Research information obtained by Alliance may be used in servicing all accounts
under their management, including Equitable Life's accounts. Similarly, not all
research provided by a broker or dealer with which the Funds transact business
will necessarily be used in connection with those Funds.
Transactions for the Funds in the over-the-counter market are normally executed
as principal transactions with a dealer that is a principal market-maker in the
security, unless a better price or better execution can be obtained from
another source. Under these circumstances, the Funds pay no commission.
Similarly, portfolio transactions in money market and debt securities will
normally be executed through dealers or underwriters under circumstances where
the Fund pays no commission.
When making securities transactions for Funds that do not involve paying a
brokerage commission (such as the purchase of short-term debt securities),
Alliance seeks to obtain prompt execution in an effective manner at the best
price. Subject to this general objective, Alliance may give orders to dealers
or underwriters who provide investment research. None of the Funds will pay a
higher price, however, and the fact that we or Alliance may benefit from such
research is not considered in setting the expense charges.
In addition to using brokers and dealers to execute portfolio securities
transactions for accounts Alliance manages, we or Alliance may enter into other
types of business transactions with brokers or dealers. These other
transactions will be unrelated to allocation of the Funds' portfolio
transactions.
OTHER FUNDS. For those Funds that invest in corresponding Portfolios of EQ
Advisors Trust, see the statement of additional information for each Trust for
information concerning the portfolio transactions of the Portfolios.
SAI-18
<PAGE>
- --------------------------------------------------------------------------------
INVESTMENT MANAGEMENT AND ACCOUNTING FEE
The table below shows the amount we received under the investment management
and financial accounting fee under the Program during each of the last three
years. See Deductions and Charges in the prospectus.
<TABLE>
<CAPTION>
FUND 1999 1998 1997
- ---- ---- ---- ----
<S> <C> <C> <C>
Alliance Growth Equity .................... $326,625 $354,167 $331,600
Alliance Aggressive Equity ................ 137,889 170,470 176,278
Alliance Balanced ......................... 99,390 79,456 75,436
Alliance Global* .......................... 25,163 20,708 20,762
Alliance Conservative Investors* .......... 10,406 11,581 19,781
Alliance Growth Investors* ................ 17,488 11,570 9,140
</TABLE>
* Represents only financial accounting fees for these Funds.
UNDERWRITER
AXA Advisors, Inc. (formerly EQ Financial Consultants, Inc.), an affiliate of
Equitable Life, may be deemed to be the principal underwriter of separate
account units under the group annuity contract. AXA Advisors, Inc. is
registered with the SEC as a broker-dealer under the Securities Exchange Act of
1934 and is a members of the National Association of Securities Dealers, Inc.
AXA Advisor's principal business address is 1290 Avenue of the Americas, New
York, NY 10104. The offering of the units under the contract is continuous. We
have paid no underwriting commissions during any of the last three fiscal years
with respect to units of interest under the contract. See "Charges and
Expenses" in the prospectus.
SAI-19
<PAGE>
- --------------------------------------------------------------------------------
OUR MANAGEMENT
We are managed by a Board of Directors which is elected by our shareholder(s).
Our directors and certain of our executive officers and their principal
occupations are as follows. Unless otherwise indicated, the following persons
have been involved in the management of Equitable and/or its affiliates in
various executive positions during the last five years.
<TABLE>
<CAPTION>
DIRECTORS
NAME PRINCIPAL OCCUPATION
- ---- --------------------
<S> <C>
Francoise Colloc'h Member of the AXA Management Board and Group Executive
President, Human Resources, Communication and Synergies of AXA.
Henri de Castries Chairman of the Board, AXA Financial; Vice Chairman, AXA's
Management Board.
Joseph L. Dionne Retired Chairman and Chief Executive Officer, The McGraw-Hill
Companies.
Denis Duverne Executive Vice President, International AXA; member, AXA Executive
Board.
Jean-Rene Fourtou Vice Chairman of the Management Board, Aventis; prior thereto,
Chairman and Chief Executive Officer, Rhone-Poulenc, S.A.
Norman C. Francis President, Xavier University of Louisiana.
Donald J. Greene Of Counsel, LeBoeuf, Lamb, Greene & MacRae, L.L.P.; prior thereto,
Partner of the firm.
John T. Hartley Director and retired Chairman and Chief Executive Officer, Harris
Corporation.
John H. F. Haskell, Jr. Senior Advisor, Warburg, Dillon Read LLC; prior thereto, Managing
Director and member of the Board of Directors.
Mary (Nina) Henderson Corporate Vice President, Core Business Development of Bestfoods
(fomerly CPC International, Inc.); prior thereto, Vice President and
President, Bestfoods Grocery.
W. Edwin Jarmain President, Jarmain Group Inc.
George T. Lowy Partner, Cravath, Swaine & Moore.
Didier Pineau-Valencienne Vice Chairman, Credit Suisse First Boston; Honorary Chairman,
Schneider Electric; prior thereto, Chairman and Chief Executive Officer.
George J. Sella, Jr. Retired Chairman and Chief Executive Officer, American Cyanamid
Company.
Peter J. Tobin Dean, Peter J. Tobin College of Business Administration, St. John's
University; prior thereto, Chief Financial Officer, Chase Manhattan
Corp.
Dave H. Williams Chairman, Alliance Capital Management; prior thereto, Chief Executive
Officer.
Michael Hegarty President and Chief Operating Officer of Equitable Life; Senior Vice
Chairman and Chief Operating Officer, AXA Financial, Inc.; prior
thereto, Vice Chairman, Chase Manhattan Corporation.
Edward D. Miller Chairman of the Board and Chief Executive Officer, Equitable Life;
former Senior Vice Chairman of Chase Manhattan Corporation; prior
thereto, President and Senior Vice Chairman of Chemical Bank.
</TABLE>
SAI-20
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS
NAME PRINCIPAL OCCUPATION
- ---- --------------------
<S> <C>
Stanley B. Tulin Vice Chairman of the Board and Chief Financial Officer of Equitable
Life; prior thereto, Senior Executive Vice President of AXA Financial,
Inc. and Chairman of the Insurance Consulting and Actuarial Practice of
Coopers & Lybrand, L.L.P.
Leon B. Billis Executive Vice President and Chief Information Officer.
Derry E. Bishop Executive Vice President and Chief Agency Officer, Equitable Life and
AXA Client Solutions; Director and Executive Vice President, AXA
Advisors, LLC.
Harvey Blitz Senior Vice President of Equitable and of AXA Financial, Inc.;
Executive Vice President, AXA Advisors, LLC.
Kevin R. Byrne Senior Vice President and Treasurer, Equitable Life, AXA Financial,
Inc., AXA Client Solutions, LLC, Equitable Distributors and Equitable
of Colorado.
John A. Caroselli Executive Vice President; prior thereto, Senior Vice President, Chase
Manhattan Corp.
Judy A. Faucett Senior Vice President and Actuary; prior thereto, Partner and Senior
Actuarial Consultant of Coopers & Lybrand L.L.P.
Alvin H. Fenichel Senior Vice President and Controller, Equitable Life and AXA
Financial, Inc.
Paul J. Flora Senior Vice President and Auditor; Vice President and Auditor, AXA
Financial, Inc.
Robert E. Garber Executive Vice President and Chief Legal Officer; General Counsel,
AXA Financial, Inc.
Donald R. Kaplan Senior Vice President, Chief Compliance Officer and Associate General
Counsel.
Michael S. Martin Executive Vice President and Chief Marketing Officer; Chairman and
Chief Executive Officer, AXA Advisors LLC; President, Equitable of
Colorado.
Richard J. Matteis Executive Vice President; prior thereto, Executive Vice President Chase
Manhattan Corp.
Peter D. Noris Executive Vice President and Chief Investment Officer, Equitable Life
and AXA Financial, Inc.; Chairman, President and Trustee of EQ
ADVISORS TRUST; Executive Vice President of AXA Client Solutions
and Equitable of Colorado; Chief Investment Officer of Equitable of
Colorado.
Brian S. O'Neil Executive Vice President of Equitable Life, AXA Financial, Inc. and
AXA Client Solutions.
Anthony C. Pasquale Senior Vice President of Equitable Life and AXA Client Solutions;
Chairman and Chief Operating Officer, Casualty.
Pauline Sherman Senior Vice President, Secretary and Associate General Counsel of
Equitable Life, AXA Financial, Inc. and AXA Client Solutions; Senior
Vice President and Secretary, Equitable of Colorado.
Richard V. Silver Senior Vice President and General Counsel, Equitable Life; Senior Vice
President and Associate General Counsel, AXA Financial, Inc. and
AXA Client Solutions; Vice President and General Counsel, Equitable
of Colorado.
</TABLE>
SAI-21
<PAGE>
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DIRECTORS
NAME PRINCIPAL OCCUPATION
- ------------------- -------------------------------------------------------------------
<S> <C>
Jose S. Suquet Senior Executive Vice President and Chief Distribution Officer,
Equitable Life and AXA Client Solutions; Chairman, EDI.
Gregory G. Wilcox Executive Vice President, Equitable Life and AXA Financial, Inc.
R. Lee Wilson Executive Vice President, Equitable Life and AXA Client Solutions.
</TABLE>
SAI-22
<PAGE>
- --------------------------------------------------------------------------------
FINANCIAL STATEMENTS
The financial statements of Equitable Life included in this Statement of
Additional Information should be considered only as bearing upon the ability of
Equitable Life to meet its obligations under the group annuity contract. They
should not be considered as bearing upon the investment experience of the
Funds. The financial statements of Separate Account Nos. 3 (Pooled), 4
(Pooled), 10 (Pooled), 51 (Pooled) and 66 (Pooled) reflect applicable fees,
charges and other expenses under the Program as in effect during the periods
covered, as well as the charges against the accounts made in accordance with
the terms of all other contracts participating in the respective separate
accounts, if applicable.
<TABLE>
<S> <C>
Separate Account Nos. 3 (Pooled), 4 (Pooled), and 10 (Pooled):
Report of Independent Accountants -- PricewaterhouseCoopers LLP ...................... SAI-24
Separate Account No. 3 (Pooled) (The Alliance Aggressive Equity Fund):
Statement of Assets and Liabilities, December 31, 1999 ............................... SAI-25
Statement of Operations Year Ended December 31, 1999 ................................. SAI-26
Statements of Changes in Net Assets for the Years Ended December 31, 1999 and 1998 ... SAI-27
Portfolio of Investments, December 31, 1999 .......................................... SAI-28
Separate Account No. 4 (Pooled) (The Alliance Growth Equity Fund):
Statement of Assets and Liabilities, December 31, 1999 ............................... SAI-32
Statement of Operations Year Ended December 31, 1999 ................................. SAI-33
Statements of Changes in Net Assets for the Years Ended December 31, 1999 and 1998 ... SAI-34
Portfolio of Investments, December 31, 1999 .......................................... SAI-35
Separate Account No. 10 (Pooled) (The Alliance Balanced Fund):
Statement of Assets and Liabilities, December 31, 1999 ............................... SAI-40
Statement of Operations Year Ended December 31, 1999 ................................. SAI-41
Statements of Changes in Net Assets for the Years Ended December 31, 1999 and 1998 ... SAI-42
Portfolio of Investments, December 31, 1999 .......................................... SAI-43
Separate Account No. 51 (Pooled)
Report of Independent Accountants -- PricewaterhouseCoopers LLP ...................... SAI-56
Separate Account No. 51 (Pooled) (The Alliance Global, Alliance Conservative Investors
and Alliance Growth Investors Funds):
Statements of Assets and Liabilities, December 31, 1999 .............................. SAI-57
Statements of Operations Year Ended December 31, 1999 ................................ SAI-58
Statements of Changes in Net Assets for the Years Ended December 31, 1999 and 1998 ... SAI-59
Separate Account No. 66 (Pooled)
Report of Independent Accountants -- PricewaterhouseCoopers LLP ...................... SAI-60
Separate Account No. 66 (Pooled) (The MFS Research, Warburg Pincus Small Company Value,
T. Rowe Price Equity Income, Merrill Lynch World Strategy and BT Equity 500 Index Funds):
Statements of Assets and Liabilities, December 31, 1999 .............................. SAI-61
Statements of Operations Year Ended December 31, 1999 ................................ SAI-62
Statements of Changes in Net Assets for the Years Ended December 31, 1999 and 1998 ... SAI-63
Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled), 51 (Pooled) and 66 (Pooled):
Notes to Financial Statements ........................................................ SAI-66
The Equitable Life Assurance Society of the United States:
Report of Independent Accountants -- PricewaterhouseCoopers LLP ...................... SAI-72
Consolidated Balance Sheets, December 31, 1999 and 1998 .............................. SAI-73
Consolidated Statements of Earnings Years Ended
December 31, 1999, 1998 and 1997 .................................................... SAI-74
Consolidated Statement of Shareholder's Equity and Comprehensive Income Years Ended
December 31, 1999, 1998 and 1997 .................................................... SAI-75
Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997 .................................................... SAI-76
Notes to Consolidated Financial Statements ........................................... SAI-77
</TABLE>
SAI-23
<PAGE>
- --------------------------------------------------------------------------------
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 Nos. 3, 4 and 10
of The Equitable Life Assurance Society of the United States
In our opinion, the accompanying statements of assets and liabilities,
including the portfolio of investments, and the related statements of
operations and changes in net assets and the selected per unit data (included
under Condensed Financial Information in the prospectus of the Members
Retirement Program) present fairly, in all material respects, the financial
position of Separate Account Nos. 3 (Pooled) (Alliance Aggressive Equity Fund),
4 (Pooled) (Alliance Growth Equity Fund) and 10 (Pooled) (Alliance Balanced
Fund) of The Equitable Life Assurance Society of the United States ("Equitable
Life") at December 31, 1999, the results of each of their operations for the
year then ended, changes in each of their net assets for the two years then
ended and the selected per unit data for the periods presented, in conformity
with accounting principles generally accepted in the United States of America.
These financial statements and the selected per unit data (hereafter referred
to as "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 auditing standards generally accepted in the
United States of America, 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, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
February 1, 2000
SAI-24
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 3 (POOLED)
(THE ALLIANCE AGGRESSIVE EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<S> <C>
Statement of Assets and Liabilities
DECEMBER 31, 1999
- ----------------------------------------------------------------------------------------------------------
ASSETS:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $157,969,309) ........................................... $181,481,988
Participation in Separate Account No. 2A -- at amortized cost, which approximates market
value,
equivalent to 9,867 units at $300.60 .................................................... 2,966,012
Cash ..................................................................................... 4,936
Receivable for investment securities sold ................................................ 225,668
Dividends receivable ..................................................................... 106,277
- ----------------------------------------------------------------------------------------------------------
Total assets ............................................................................. 184,784,881
- ----------------------------------------------------------------------------------------------------------
LIABILITIES:
Due to Equitable Life's General Account .................................................. 842,500
Payable for investment securities purchased .............................................. 57,252
Investment management fees payable ....................................................... 1,093
Accrued expenses ......................................................................... 110,605
- ----------------------------------------------------------------------------------------------------------
Total liabilities ........................................................................ 1,011,450
- ----------------------------------------------------------------------------------------------------------
Net Assets ............................................................................... $183,773,431
==========================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-25
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 3 (POOLED)
(THE ALLIANCE AGGRESSIVE EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<S> <C>
Statement of Operations
YEAR ENDED DECEMBER 31, 1999
- -----------------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 2):
Dividends .............................................................. $ 1,545,219
Interest ............................................................... 196,435
- -----------------------------------------------------------------------------------------
Total investment income ................................................ 1,741,654
- -----------------------------------------------------------------------------------------
EXPENSES (NOTE 4):
Asset and investment management fees ................................... (1,438,002)
Administrative fees .................................................... (1,289,002)
Operating expenses ..................................................... (137,954)
- -----------------------------------------------------------------------------------------
Total expenses ......................................................... (2,864,958)
- -----------------------------------------------------------------------------------------
Net investment loss .................................................... (1,123,304)
- -----------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2):
Realized gain from security and foreign currency transactions .......... 48,581,785
Change in unrealized appreciation /depreciation of investments ......... (17,298,570)
- -----------------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments ........................ 31,283,215
- -----------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS ATTRIBUTABLE TO OPERATIONS .................. $ 30,159,911
=========================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-26
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 3 (POOLED)
(THE ALLIANCE AGGRESSIVE EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss .......................................................... $ (1,123,304) $ (2,224,854)
Net realized gain (loss) on investments ...................................... 48,581,785 (70,824,652)
Change in unrealized appreciation/depreciation of investments ................ (17,298,570) 25,717,615
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations ............. 30,159,911 (47,331,891)
- --------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ................................................................ 142,172,242 227,181,913
Withdrawals .................................................................. (264,920,548) (321,651,183)
- --------------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to contributions and withdrawals ..... (122,748,306) (94,469,270)
- --------------------------------------------------------------------------------------------------------------------
DECREASE IN NET ASSETS ....................................................... (92,588,395) (141,801,161)
NET ASSETS -- BEGINNING OF YEAR .............................................. 276,361,826 418,162,987
- --------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF YEAR .................................................... $ 183,773,431 $ 276,361,826
====================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-27
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 3 (POOLED)
(THE ALLIANCE AGGRESSIVE EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999
- -------------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- -------------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS:
BASIC MATERIALS
CHEMICALS -- SPECIALTY (0.6%)
Lyondell Chemical Company ........................... 86,000 $ 1,096,500
------------
PAPER (0.5%)
Pentair, Inc. ....................................... 23,200 893,200
------------
TOTAL BASIC MATERIALS (1.1%) ........................ 1,989,700
------------
BUSINESS SERVICES
PRINTING, PUBLISHING & BROADCASTING (9.6%)
AMFM, Inc.* ......................................... 24,300 1,901,475
Comcast Corp. (Class A) SPL ......................... 70,400 3,537,600
Hispanic Broadcasting Corp.* ........................ 18,800 1,733,713
Infinity Broadcasting Corp. (Class A)* .............. 114,300 4,136,231
Reader's Digest Association, Inc. (Class A) ......... 40,800 1,193,400
USA Networks, Inc.* ................................. 93,900 5,187,975
------------
17,690,394
------------
TRUCKING, SHIPPING (1.2%)
Teekay Shipping Corp. ............................... 134,500 2,143,594
------------
TOTAL BUSINESS SERVICES (10.8%) ..................... 19,833,988
------------
CAPITAL GOODS
MACHINERY (1.3%)
United Rentals, Inc.* ............................... 145,200 2,486,550
------------
TOTAL CAPITAL GOODS (1.3%) .......................... 2,486,550
------------
CONSUMER CYCLICALS
AIRLINES (5.7%)
Continental Airlines, Inc. (Class B)* ............... 185,800 8,244,875
Northwest Airlines Corp.* ........................... 100,500 2,236,125
------------
10,481,000
------------
APPAREL, TEXTILE (4.0%)
Mohawk Industries, Inc.* ............................ 216,500 5,710,188
Unifi, Inc.* ........................................ 129,100 1,589,544
------------
7,299,732
------------
AUTO-RELATED (0.3%)
Circuit City Stores, Inc.-CarMax Group* ............. 195,600 452,325
------------
FOOD SERVICES, LODGING (0.8%)
Meristar Hospitality Corp. .......................... 95,100 1,521,600
------------
HOUSEHOLD FURNITURE, APPLIANCES (0.9%)
Industrie Natuzzi Spa (ADR) ......................... 127,200 1,685,400
------------
LEISURE-RELATED (10.1%)
Cendant Corporation* ................................ 113,200 3,006,875
Harley Davidson, Inc. ............................... 35,300 2,261,405
</TABLE>
SAI-28
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 3 (POOLED)
(THE ALLIANCE AGGRESSIVE EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- -------------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- -------------------------------------------------------------------------------------
<S> <C> <C>
Park Place Entertainment Corp.* ....................... 77,500 $ 968,750
Premier Parks, Inc.* .................................. 207,300 5,985,787
Royal Caribbean Cruises Ltd.* ......................... 130,000 6,410,625
------------
18,633,442
------------
PHOTO & OPTICAL (0.7%)
Bausch & Lomb, Inc. ................................... 19,500 1,334,530
------------
RETAIL -- GENERAL (6.4%)
Bed Bath & Beyond, Inc.* .............................. 130,900 4,548,775
Family Dollar Stores .................................. 99,200 1,618,200
TJX Cos., Inc. ........................................ 79,600 1,626,825
Venator Group Inc.* ................................... 550,200 3,851,400
------------
11,645,200
------------
TOTAL CONSUMER CYCLICALS (28.9%) ...................... 53,053,229
------------
CONSUMER NONCYCLICALS
DRUGS (6.1%)
Forest Labs, Inc.* .................................... 16,900 1,038,294
Genzyme Corporation* .................................. 25,300 1,138,500
Idec Pharmaceuticals Corp.* ........................... 33,800 3,320,850
Medical Manager Corporation* .......................... 32,200 2,712,850
MedImmune, Inc.* ...................................... 17,900 2,969,163
------------
11,179,657
------------
FOODS (0.5%)
Rite Aid Corp. ........................................ 90,100 1,007,994
------------
HOSPITAL SUPPLIES & SERVICES (7.6%)
Columbia/HCA Healthcare Corp. ......................... 234,200 6,864,988
Health Management Associates, Inc. (Class A)* ......... 253,300 3,387,888
HEALTHSOUTH Corp.* .................................... 355,800 1,912,425
Summit Technology, Inc.* .............................. 79,100 924,481
Visx, Inc.* ........................................... 16,500 853,875
------------
13,943,657
------------
MEDIA & CABLE (0.6%)
Rogers Communications, Inc. (Class B)* ................ 41,300 1,022,175
------------
TOTAL CONSUMER NONCYCLICALS (14.8%) ................... 27,153,483
------------
CREDIT-SENSITIVE
BANKS (0.9%)
Greenpoint Financial Corp. ............................ 66,100 1,574,006
------------
FINANCIAL SERVICES (2.1%)
Edwards (A.G.), Inc. .................................. 64,000 2,052,000
Paine Webber, Inc. .................................... 45,700 1,773,731
------------
3,825,731
------------
</TABLE>
SAI-29
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 3 (POOLED)
(THE ALLIANCE AGGRESSIVE EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- ------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- ------------------------------------------------------------------------
<S> <C> <C>
INSURANCE (5.7%)
Ace Ltd. ................................ 149,100 $ 2,488,106
AFLAC, Inc. ............................. 38,300 1,807,281
CNA Financial Corp.* .................... 157,700 6,140,444
-----------
10,435,831
-----------
REAL ESTATE (1.1%)
Vornado Realty Trust .................... 62,100 2,018,250
-----------
UTILITY -- TELEPHONE (2.0%)
Centurytel, Inc. ........................ 18,500 876,438
Telephone & Data Systems, Inc. .......... 22,700 2,860,200
-----------
3,736,638
-----------
TOTAL CREDIT-SENSITIVE (11.8%) .......... 21,590,456
-----------
ENERGY
OIL -- DOMESTIC (1.5%)
Kerr McGee Corp. ........................ 19,700 1,221,400
Murphy Oil Corp. ........................ 26,100 1,497,488
-----------
2,718,888
-----------
OIL -- SUPPLIES & CONSTRUCTION (2.1%)
Diamond Offshore Drilling, Inc. ......... 53,500 1,635,094
Noble Drilling Corp.* ................... 67,300 2,204,075
-----------
3,839,169
-----------
TOTAL ENERGY (3.6%) ..................... 6,558,057
-----------
TECHNOLOGY
ELECTRONICS (8.6%)
Altera Corp.* ........................... 18,900 936,731
BEA Systems, Inc.* ...................... 16,000 1,119,000
Citrix Systems, Inc.* ................... 11,500 1,414,500
CyberSource Corp.* ...................... 20,800 1,076,400
DBT Online, Inc.* ....................... 46,300 1,128,563
Flextronics International Ltd.* ......... 30,600 1,407,600
I2 Technologies, Inc.* .................. 5,400 1,053,000
Rational Software Corp.* ................ 18,900 928,463
RF Micro Devices, Inc.* ................. 13,900 951,281
Sanmina Corp.* .......................... 26,400 2,636,700
Teradyne, Inc.* ......................... 36,200 2,389,200
Whittman-Hart, Inc.* .................... 15,200 815,100
-----------
15,856,538
-----------
OFFICE EQUIPMENT SERVICES (2.1%)
American Tower Corp. (Class A)* ......... 31,700 968,831
Comverse Technology, Inc.* .............. 20,250 2,931,188
-----------
3,900,019
-----------
</TABLE>
SAI-30
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 3 (POOLED)
(THE ALLIANCE AGGRESSIVE EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Concluded)
- ------------------------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
TELECOMMUNICATIONS (15.8%)
Adelphia Business Solutions* ................................... 48,300 $ 2,318,400
Amdocs Ltd.* ................................................... 53,200 1,835,400
American Satellite Network-Warrants (Expire 06/30/00)* ......... 9,550 0
Crown Castle International Corp.* .............................. 84,600 2,717,775
Global TeleSystems Group Inc.* ................................. 196,700 6,810,737
McLeod, Inc.* .................................................. 22,300 1,312,913
Millicom International Cellular S.A.* .......................... 103,000 6,424,625
NTL Incorporated* .............................................. 47,825 5,966,168
RCN Corporation* ............................................... 16,200 785,700
United States Cellular Corp.* .................................. 8,800 888,250
------------
29,059,968
------------
TOTAL TECHNOLOGY (26.5%) ....................................... 48,816,525
------------
TOTAL COMMON STOCKS (98.8%)
(Cost $157,969,309) ........................................... 181,481,988
------------
PARTICIPATION IN SEPARATE ACCOUNT NO. 2A,
at amortized cost, which approximates
market value, equivalent to 9,867 units
at $300.60 each (1.6%) ...................................................... 2,966,012
------------
TOTAL INVESTMENTS (100.4%)
(Cost/Amortized Cost $160,935,321) .......................................... 184,448,000
OTHER ASSETS LESS LIABILITIES (-0.4%) ........................................ (674,569)
------------
NET ASSETS (100.0%) .......................................................... $183,773,431
============
</TABLE>
* Non-income producing.
See Notes to Financial Statements.
SAI-31
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<S> <C>
Statement of Assets and Liabilities
DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------
ASSETS:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $1,333,345,581) ......................................... $1,777,794,011
Long-term debt securities -- at value (amortized cost: $7,810,985) ....................... 11,874,375
Participation in Separate Account No. 2A -- at amortized cost, which approximates market
value,
equivalent to 120,801 units at $300.60 .................................................. 36,312,393
Receivable for investment securities sold ................................................ 6,662,243
Dividends and interest receivable ........................................................ 1,361,064
- ------------------------------------------------------------------------------------------------------------
Total assets ............................................................................. 1,834,004,086
- ------------------------------------------------------------------------------------------------------------
LIABILITIES:
Due to Equitable Life's General Account .................................................. 39,371,465
Payable for investment securities purchased .............................................. 1,639,781
Custodian fee payable .................................................................... 367,334
Investment management fees payable ....................................................... 3,770
Accrued expenses ......................................................................... 482,251
- ------------------------------------------------------------------------------------------------------------
Total liabilities ........................................................................ 41,864,601
- ------------------------------------------------------------------------------------------------------------
NET ASSETS ............................................................................... 1,792,139,485
- ------------------------------------------------------------------------------------------------------------
Amount retained by Equitable Life in Separate Account No. 4 .............................. $ 2,714,541
Net assets attributable to contract owners ............................................... 1,735,846,337
Net assets attributable to annuity benefits .............................................. 53,578,607
- ------------------------------------------------------------------------------------------------------------
NET ASSETS ............................................................................... $1,792,139,485
============================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-32
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITD STATES
<TABLE>
<S> <C>
Statement of Operations
YEAR ENDED DECEMBER 31, 1999
- ----------------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 2):
Dividends ............................................................. $ 9,728,926
Interest .............................................................. 421,216
- ----------------------------------------------------------------------------------------
Total investment income ............................................... 10,150,142
- ----------------------------------------------------------------------------------------
EXPENSES (NOTE 4):
Asset and investment management fees .................................. (7,361,227)
Administrative fees ................................................... (6,442,906)
Operating expenses .................................................... (569,529)
- ----------------------------------------------------------------------------------------
Total expenses ........................................................ (14,373,662)
- ----------------------------------------------------------------------------------------
Net investment loss ................................................... (4,223,520)
- ----------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2):
Realized gain from security and foreign currency transactions ......... 294,811,943
Change in unrealized appreciation/depreciation of investments ......... 264,368,034
- ----------------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments ....................... 559,179,977
- ----------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS ATTRIBUTABLE TO OPERATIONS ................. $ 554,956,457
========================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-33
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- -------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss .......................................................... $ (4,223,520) $ (5,333,397)
Net realized gain on investments and foreign currency transactions ........... 294,811,943 424,897,105
Change in unrealized appreciation/depreciation of investments ................ 264,368,034 (505,981,445)
- -------------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations ............. 554,956,457 (86,417,737)
- -------------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ................................................................ 369,385,670 451,738,195
Withdrawals .................................................................. (1,245,308,651) (897,373,357)
- -------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to contributions and withdrawals ..... (875,922,981) (445,635,162)
- -------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to Equitable Life's transactions ..... 58,823 23,520
- -------------------------------------------------------------------------------------------------------------------------
DECREASE IN NET ASSETS ....................................................... (320,907,701) (532,029,379)
NET ASSETS -- BEGINNING OF YEAR .............................................. 2,113,047,186 2,645,076,565
- -------------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF YEAR .................................................... $ 1,792,139,485 $2,113,047,186
=========================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-34
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999
- -------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- -------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS:
BASIC MATERIALS
CHEMICALS-SPECIALTY (0.4%)
Lyondell Chemical Company ...................... 600,000 $ 7,650,000
------------
TOTAL BASIC MATERIALS (0.4%) ................... 7,650,000
------------
CONSUMER CYCLICALS
AIRLINES (11.5%)
Alaska Air Group, Inc.* ........................ 540,000 18,967,500
America West Holdings Corp. (Class B)* ......... 90,000 1,867,500
Continental Airlines, Inc. (Class B)* .......... 2,935,000 130,240,624
Northwest Airlines Corp. (Class A)* ............ 2,475,000 55,068,750
------------
206,144,374
------------
APPAREL, TEXTILE (1.9%)
Mohawk Industries, Inc.* ....................... 577,600 15,234,200
Unifi, Inc.* ................................... 1,575,000 19,392,188
------------
34,626,388
------------
AUTO RELATED (1.7%)
Budget Group, Inc.* ............................ 1,225,000 11,101,563
Dollar Thrifty Automotive Group, Inc.* ......... 780,000 18,671,250
Monaco Coach Corp.* ............................ 10,200 260,738
------------
30,033,551
------------
FOOD SERVICES, LODGING (1.1%)
Extended Stay America, Inc.* ................... 2,665,000 20,320,625
------------
HOUSEHOLD FURNITURE, APPLIANCES (0.8%)
Industrie Natuzzi Spa (ADR) .................... 1,053,900 13,964,175
------------
LEISURE-RELATED (10.1%)
Carnival Corp. ................................. 1,124,200 53,750,813
Cendant Corporation* ........................... 660,000 17,531,250
Metro-Goldwyn-Mayer, Inc.* ..................... 200,000 4,712,500
Park Place Entertainment Corp.* ................ 600,000 7,500,000
Royal Caribbean Cruises Ltd.* .................. 1,950,000 96,159,374
------------
179,653,937
------------
</TABLE>
SAI-35
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- --------------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- --------------------------------------------------------------------------------------
<S> <C> <C>
RETAIL -- GENERAL (1.2%)
Bed Bath & Beyond, Inc.* .............................. 240,000 $ 8,340,000
TJX Cos., Inc. ........................................ 320,000 6,540,000
Venator Group, Inc.* .................................. 975,000 6,825,000
------------
21,705,000
------------
TOTAL CONSUMER CYCLICALS (28.3%) ...................... 506,448,050
------------
CONSUMER NONCYCLICALS
BEVERAGES (0.2%)
Pepsi Bottling Group, Inc. ............................ 200,000 3,312,500
------------
HOSPITAL SUPPLIES & SERVICES (5.0%)
Health Management Associates, Inc. (Class A)* ......... 3,119,200 41,719,300
HEALTHSOUTH Corp.* .................................... 3,250,000 17,468,750
McKesson HBOC, Inc. ................................... 300,000 6,768,750
Quintiles Transnational Corp.* ........................ 585,000 10,932,188
Tenet Healthcare Corp.* ............................... 535,000 12,572,500
------------
89,461,488
------------
MEDIA & CABLE (1.1%)
Rogers Communications, Inc. (Class B)* ................ 620,000 15,345,000
UnitedGlobalcom, Inc. (Class A)* ...................... 50,000 3,531,250
------------
18,876,250
------------
RETAIL -- FOOD (0.1%)
Kroger Co.* ........................................... 150,000 2,831,250
------------
TOTAL CONSUMER NONCYCLICALS (6.4%) .................... 114,481,488
------------
CREDIT-SENSITIVE
BANKS (0.3%)
Bank of Tokyo-Mitsubishi Ltd. ......................... 345,000 4,808,438
------------
FINANCIAL SERVICES (8.9%)
Associates First Capital Corp. (Class A) .............. 650,000 17,834,375
CIT Group, Inc. (Class A) ............................. 399,170 8,432,466
Edwards (A.G.), Inc. .................................. 805,000 25,810,313
Legg Mason, Inc. ...................................... 2,965,000 107,481,250
------------
159,558,404
------------
</TABLE>
SAI-36
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- --------------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- --------------------------------------------------------------------------------------
<S> <C> <C>
INSURANCE (9.1%)
Ace Ltd. .............................................. 2,000,000 $ 33,375,000
CNA Financial Corp.* .................................. 3,323,500 129,408,780
------------
162,783,780
------------
REAL ESTATE (0.3%)
Prime Retail, Inc. .................................... 1,000,000 5,625,000
------------
UTILITY -- TELEPHONE (8.4%)
Centurytel, Inc. ...................................... 110,100 5,215,988
Tele Celular Sul Participacoes (ADR) .................. 50,000 1,587,500
Tele Centro Oeste Celular Participacoes (ADR) ......... 100,000 650,000
Tele Nordeste Celular Participacoes (ADR) ............. 30,000 1,515,000
Tele Sudeste Celular Participacoes (ADR) .............. 349,300 13,557,206
Telemig Celular Participacoes (ADR) ................... 100,000 4,618,750
Telephone & Data Systems, Inc. ........................ 790,000 99,540,000
Telesp Celular Participacoes (ADR) .................... 200,000 8,475,000
Viatel, Inc.* ......................................... 297,200 15,937,350
------------
151,096,794
------------
TOTAL CREDIT-SENSITIVE (27.0%) ........................ 483,872,416
------------
ENERGY
OIL -- DOMESTIC (2.5%)
Kerr-McGee Corp. ...................................... 585,000 36,270,000
Murphy Oil Corp. ...................................... 145,000 8,319,375
------------
44,589,375
------------
OIL -- INTERNATIONAL (0.1%)
IRI International Corporation* ........................ 305,000 1,220,000
------------
OIL -- SUPPLIES & CONSTRUCTION (0.7%)
Stolt Comex Seaway S.A.* .............................. 165,000 1,825,313
Stolt Comex Seaway S.A. (ADR) (Class A)* .............. 1,058,000 11,638,000
------------
13,463,313
------------
TOTAL ENERGY (3.3%) ................................... 59,272,688
------------
</TABLE>
SAI-37
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- ----------------------------------------------------------------------------------------------------
NUMBER OF VALUE
SHARES (NOTE 3)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C>
TECHNOLOGY
ELECTRONICS (0.8%)
ARDENT Software, Inc.* ............................................ 150,000 $ 5,850,000
DBT Online, Inc.* ................................................. 359,900 8,772,563
--------------
14,622,563
--------------
OFFICE EQUIPMENT SERVICES (0.6%)
Informix Corporation* ............................................. 887,600 10,096,450
--------------
TELECOMMUNICATIONS (30.4%)
Adelphia Business Solutions* ...................................... 90,000 4,320,000
Amdocs Ltd.* ...................................................... 515,000 17,767,500
American Satellite Network -- Warrants (Expire 06/30/00)* ......... 70,000 0
Global TeleSystems Group, Inc.* ................................... 3,980,000 137,807,499
Mannesmann AG ..................................................... 40,000 9,641,482
Millicom International Cellular S.A.* ............................. 2,165,500 135,073,062
NTL Incorporated* ................................................. 820,000 102,295,000
PSINet, Inc.* ..................................................... 237,500 14,665,625
RCN Corporation* .................................................. 710,100 34,439,850
United States Cellular Corp.* ..................................... 885,000 89,329,688
--------------
545,339,706
--------------
TOTAL TECHNOLOGY (31.8%) .......................................... 570,058,719
--------------
DIVERSIFIED
MISCELLANEOUS (2.0%)
U.S. Industries, Inc. ............................................. 919,600 12,874,400
Viad Corp. ........................................................ 830,000 23,136,250
--------------
TOTAL DIVERSIFIED (2.0%) .......................................... 36,010,650
--------------
TOTAL COMMON STOCKS (99.2%)
(Cost $1,333,345,581)............................................. 1,777,794,011
--------------
</TABLE>
SAI-38
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE ALLIANCE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Concluded)
- ----------------------------------------------------------------------------------------------------------
PRINCIPAL VALUE
AMOUNT (NOTE 3)
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C>
LONG-TERM DEBT SECURITIES:
TECHNOLOGY
TELECOMMUNICATIONS (0.7%)
NTL Incorporated
7.0% Conv., 2008 ................................................... $4,500,000 $ 11,874,375
--------------
TOTAL TECHNOLOGY (0.7%) ............................................. 11,874,375
--------------
TOTAL LONG-TERM DEBT SECURITIES (0.7%)
(Amortized Cost $7,810,985)......................................... 11,874,375
--------------
PARTICIPATION IN SEPARATE ACCOUNT NO. 2A,
at amortized cost, which approximates
market value, equivalent to 120,801
units at $300.60 each (2.0%)........................................ 36,312,393
--------------
TOTAL INVESTMENTS (101.9%)
(Cost/Amortized Cost $1,377,468,959)................................ 1,825,980,779
OTHER ASSETS LESS LIABILITIES (-1.9%) ............................... (33,841,294)
--------------
NET ASSETS (100.0%) ................................................. $1,792,139,485
==============
Amount retained by Equitable Life in Separate Account No. 4 ......... $ 2,714,541
Net assets attributable to contract owners .......................... 1,735,846,337
Net assets attributable to annuity benefits ......................... 53,578,607
--------------
NET ASSETS .......................................................... $1,792,139,485
==============
</TABLE>
* Non-income producing.
See Notes to Financial Statements.
SAI-39
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<S> <C>
Statement of Assets and Liabilities
DECEMBER 31, 1999
- ----------------------------------------------------------------------------------------------------------
ASSETS:
Investments (Notes 2 and 3):
Common stocks -- at value (cost: $51,061,608) ............................................ $ 71,663,489
Preferred stocks -- at value (cost: $1,349,937) .......................................... 2,158,800
Long-term debt securities -- at value (amortized cost: $67,574,628) ...................... 67,481,851
Participation in Separate Account No. 2A -- at amortized cost, which approximates market
value,
equivalent to 117 units at $300.60 ...................................................... 35,179
Receivable for investment securities sold ................................................ 2,527,719
Interest receivable ...................................................................... 878,928
Dividends and other receivable ........................................................... 125,323
- ----------------------------------------------------------------------------------------------------------
Total assets ............................................................................. 144,871,289
- ----------------------------------------------------------------------------------------------------------
LIABILITIES:
Due to Equitable Life's General Account .................................................. 1,082,278
Custodian fee payable .................................................................... 978,915
Payable for investment securities purchased .............................................. 7,632
Investment management fees payable ....................................................... 1,384
Accrued expenses ......................................................................... 155,991
Unrealized depreciation of forward currency contracts .................................... 938
- ----------------------------------------------------------------------------------------------------------
Total liabilities ........................................................................ 2,227,138
- ----------------------------------------------------------------------------------------------------------
NET ASSETS ............................................................................... $142,644,151
==========================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-40
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
<S> <C>
Statement of Operations
YEAR ENDED DECEMBER 31, 1999
- ---------------------------------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 2):
Dividends (net of foreign taxes withheld of $50,363) ..................................... $ 1,043,948
Interest ................................................................................. 4,751,668
- ---------------------------------------------------------------------------------------------------------
Total investment income .................................................................. 5,795,616
- ---------------------------------------------------------------------------------------------------------
EXPENSES (NOTE 4):
Asset and investment management fees ..................................................... (1,075,798)
Administrative fees ...................................................................... (1,319,166)
Operating expenses ....................................................................... (175,624)
- ---------------------------------------------------------------------------------------------------------
Total expenses ........................................................................... (2,570,588)
- ---------------------------------------------------------------------------------------------------------
Net investment income .................................................................... 3,225,028
- ---------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2):
Realized gain from security and foreign currency transactions ............................ 26,193,319
Change in unrealized appreciation/depreciation of investments and foreign currency (8,283,953)
transactions
- ---------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments .......................................... 17,909,366
- ---------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS ATTRIBUTABLE TO OPERATIONS .................................... $ 21,134,394
=========================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-41
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- ------------------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income ................................................................ $ 3,225,028 $ 4,993,836
Net realized gain on investments and foreign currency transactions ................... 26,193,319 23,827,974
Change in unrealized appreciation/depreciation of investments and foreign currency
transactions ........................................................................ (8,283,953) 9,231,482
- ------------------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to operations ................................ 21,134,394 38,053,292
- ------------------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ........................................................................ 30,187,271 41,418,954
Withdrawals .......................................................................... (105,989,196) (125,416,483)
- ------------------------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to contributions and withdrawals ............. (75,801,925) (83,997,529)
- ------------------------------------------------------------------------------------------------------------------------------
DECREASE IN NET ASSETS ............................................................... (54,667,531) (45,944,237)
NET ASSETS -- BEGINNING OF YEAR ...................................................... 197,311,682 243,255,919
- ------------------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF YEAR ............................................................ $ 142,644,151 $ 197,311,682
==============================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-42
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999
- -----------------------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- -----------------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS:
BASIC MATERIALS
CHEMICALS (1.0%)
Akzo Nobel N.V. ......................................... 6,300 $ 314,571
BASF AG ................................................. 4,500 234,169
Dow Chemical Co. ........................................ 1,400 187,075
Dupont (E.l.) de Nemours & Co. .......................... 2,802 184,582
Ecolab, Inc. ............................................ 4,500 176,063
Shin-Etsu Chemical Co. Ltd. ............................. 9,000 386,530
------------
1,482,990
------------
CHEMICALS -- SPECIALTY (0.2%)
Lyondell Chemical Company ............................... 16,500 210,375
------------
METALS & MINING (0.2%)
Alcoa, Inc. ............................................. 1,600 132,800
Freeport-McMoran Copper & Gold, Inc. (Class B)* ......... 4,600 97,175
Newmont Mining Corp. .................................... 1,500 36,750
Phelps Dodge Corp. ...................................... 800 53,700
------------
320,425
------------
STEEL (0.1%)
NatSteel Ltd. ........................................... 41,000 81,705
USX-U.S. Steel Group, Inc. .............................. 2,400 79,200
------------
160,905
------------
TOTAL BASIC MATERIALS (1.5%) ............................ 2,174,695
------------
BUSINESS SERVICES
ENVIRONMENTAL CONTROL (0.4%)
Verisign, Inc.* ......................................... 3,300 629,475
------------
PRINTING, PUBLISHING & BROADCASTING (2.4%)
AMFM, Inc.* ............................................. 4,400 344,300
AT&T Corp. -- Liberty Media (Class A)* .................. 7,884 447,417
British Sky Broadcasting PLC ............................ 22,270 358,248
CBS Corp.* .............................................. 4,600 294,113
Gannett Co. ............................................. 3,800 309,938
MediaOne Group, Inc.* ................................... 5,900 453,194
New Straits Times Press BHD* ............................ 13,000 31,303
Time Warner, Inc. ....................................... 9,800 709,888
United News & Media PLC ................................. 37,068 463,521
------------
3,411,922
------------
PROFESSIONAL SERVICES (0.2%)
Securitas AB (Series B) ................................. 14,000 252,459
------------
TRUCKING, SHIPPING (0.0%)
Frontline Ltd. -- Warrants (Expire 05/11/01)* ........... 5,706 0
------------
TOTAL BUSINESS SERVICES (3.0%) .......................... 4,293,856
------------
</TABLE>
SAI-43
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- --------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- --------------------------------------------------------------------------
<S> <C> <C>
CAPITAL GOODS
AEROSPACE (0.2%)
British Aerospace PLC ..................... 40,000 $ 264,291
------------
BUILDING & CONSTRUCTION (0.3%)
ABB AG* ................................... 1,981 240,929
CRH PLC ................................... 8,000 170,773
------------
411,702
------------
BUILDING MATERIALS & FOREST PRODUCTS (0.4%)
Masco Corp. ............................... 10,100 256,288
Weyerhaeuser Co. .......................... 3,800 272,888
------------
529,176
------------
ELECTRICAL EQUIPMENT (1.9%)
General Electric Co. ...................... 17,100 2,646,225
------------
MACHINERY (0.4%)
Fanuc Co. ................................. 2,000 253,978
United Technologies Corp. ................. 5,700 370,500
------------
624,478
------------
TOTAL CAPITAL GOODS (3.2%) ................ 4,475,872
------------
CONSUMER CYCLICALS
AIRLINES (0.4%)
British Airways PLC ....................... 50,800 330,322
Northwest Airlines Corp.* ................. 4,500 100,125
Southwest Airlines Co. .................... 7,900 127,881
------------
558,328
------------
AUTOS & TRUCKS (0.3%)
Ford Motor Co. ............................ 4,800 256,500
General Motors Corp. ...................... 2,400 174,450
------------
430,950
------------
LEISURE-RELATED (0.6%)
Berjaya Sports Toto BHD ................... 27,000 58,263
Carnival Corp. (Class A) .................. 6,700 320,344
Harley Davidson, Inc. ..................... 3,900 249,844
Park Place Entertainment Corp.* ........... 9,600 120,000
------------
748,451
------------
RETAIL -- GENERAL (3.5%)
Carrefour SA .............................. 1,000 183,585
Costco Wholesale Corp.* ................... 1,200 109,500
Dayton Hudson Corp. ....................... 1,800 132,188
Dixons Group PLC .......................... 16,300 391,608
Gap, Inc. ................................. 6,950 319,700
</TABLE>
SAI-44
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- --------------------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- --------------------------------------------------------------------------------------
<S> <C> <C>
Home Depot, Inc. ...................................... 12,600 $ 863,887
Kingfisher PLC ........................................ 15,700 172,891
Kohl's Corp.* ......................................... 2,400 173,250
Lowe's Cos., Inc. ..................................... 4,900 292,775
Next PLC .............................................. 54,300 520,422
Wal-Mart Stores, Inc. ................................. 22,200 1,534,574
Walgreen Co. .......................................... 11,300 330,525
------------
5,024,905
------------
TOTAL CONSUMER CYCLICALS (4.8%) ....................... 6,762,634
------------
CONSUMER NONCYCLICALS
BEVERAGES (0.9%)
Coca-Cola Co. ......................................... 8,700 506,775
Coca-Cola Enterprises, Inc. ........................... 8,500 171,063
Pepsi Bottling Group, Inc. ............................ 10,100 167,281
Pepsico, Inc. ......................................... 12,000 423,000
------------
1,268,119
------------
CONTAINERS (0.2%)
Sealed Air Corp.* ..................................... 4,800 248,700
------------
DRUGS (3.3%)
Amgen, Inc.* .......................................... 8,100 486,506
Banyu Pharmaceutical Co. Ltd. ......................... 16,000 247,535
Bristol-Myers Squibb Co. .............................. 12,300 789,506
Human Genome Sciences, Inc.* .......................... 1,400 213,675
MedImmune, Inc.* ...................................... 1,897 314,665
Merck & Co., Inc. ..................................... 8,100 543,206
Pfizer, Inc. .......................................... 20,720 672,105
Schering Plough Corp. ................................. 12,100 510,469
Takeda Chemical Industries ............................ 5,000 246,462
Warner-Lambert Co. .................................... 6,700 548,981
Yamanouchi Pharmaceutical Co. Ltd. .................... 3,000 104,539
------------
4,677,649
------------
FOODS (0.0%)
Ng Fung Hong Limited .................................. 100,000 51,454
------------
HOSPITAL SUPPLIES & SERVICES (1.1%)
Health Management Associates, Inc. (Class A)* ......... 22,700 303,613
Johnson & Johnson ..................................... 2,900 270,063
Medtronic, Inc. ....................................... 10,700 389,881
PT Tempo Scan Pacific ................................. 40,000 33,475
Quintiles Transnational Corp.* ........................ 10,600 198,088
</TABLE>
SAI-45
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- ---------------------------------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
Tenet Healthcare Corp.* ............................................. 13,700 $ 321,950
-----------
1,517,070
-----------
RETAIL -- FOOD (0.3%)
Kroger Co.* ......................................................... 20,800 392,600
-----------
SOAPS & TOILETRIES (1.4%)
Avon Products, Inc. ................................................. 5,100 168,300
Colgate Palmolive Co. ............................................... 5,500 357,500
Estee Lauder Cos. (Class A) ......................................... 4,800 242,100
KAO Corp. ........................................................... 14,000 398,341
Procter & Gamble Co. ................................................ 7,800 854,588
-----------
2,020,829
-----------
TOBACCO (0.2%)
Philip Morris Cos., Inc. ............................................ 16,330 378,652
-----------
TOTAL CONSUMER NONCYCLICALS (7.4%) .................................. 10,555,073
-----------
CREDIT-SENSITIVE
BANKS (3.8%)
Banco Santander SA .................................................. 14,000 157,777
Bangkok Bank* ....................................................... 1,000 2,528
Bank Dagang Nasional Indonesia Tbk* ................................. 234,000 2,489
Bank of America Corp. ............................................... 12,742 639,489
Bank of Ireland* .................................................... 32,000 253,470
Bank of Scotland .................................................... 22,000 253,981
Bank of Tokyo-Mitsubishi Ltd. ....................................... 18,000 250,190
Bank One Corp. ...................................................... 9,932 318,445
Banque Nationale de Paris ........................................... 4,300 394,924
Chase Manhattan Corp. ............................................... 7,023 545,599
Citigroup, Inc. ..................................................... 20,725 1,151,532
DBS Group Holdings Ltd. ............................................. 4,652 76,230
Firstar Corp. ....................................................... 8,800 185,900
National Bank of Canada ............................................. 3,000 38,189
Royal Bank of Scotland Group PLC .................................... 16,000 282,427
Standard Chartered PLC .............................................. 21,000 326,976
Sumitomo Trust & Banking Co. ........................................ 30,000 202,050
Thai Farmers Bank Public Co. -- Warrants (Expire 09/15/02)* ......... 750 186
U.S. Bancorp ........................................................ 300 7,144
Wells Fargo Co. ..................................................... 7,800 315,413
-----------
5,404,939
-----------
FINANCIAL SERVICES (1.6%)
Associates First Capital Corp. (Class A) ............................ 8,142 223,396
Household International, Inc. ....................................... 7,500 279,375
Legg Mason, Inc. .................................................... 5,200 188,500
</TABLE>
SAI-46
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- -------------------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- -------------------------------------------------------------------------------------
<S> <C> <C>
MBNA Corp. ............................................ 12,012 $ 327,327
Merrill Lynch & Co., Inc. ............................. 1,600 133,600
Morgan Stanley Dean Witter & Co. ...................... 4,900 699,474
Peregrine Investment Holdings* ........................ 90,000 0
PMI Group, Inc. ....................................... 5,150 251,384
Shohkoh Fund & Co. Ltd. ............................... 300 118,448
Worms Et Compagnie* ................................... 300 13,810
-----------
2,235,314
-----------
INSURANCE (1.4%)
Ace Ltd. .............................................. 5,000 83,438
American International Group, Inc. .................... 9,967 1,077,681
Hartford Life, Inc. ................................... 5,100 224,400
Prudential Corp. ...................................... 12,000 235,248
Travelers Property & Casualty Corp. (Class A) ......... 7,200 246,600
UnumProvident Corp. ................................... 5,400 173,138
-----------
2,040,505
-----------
MORTGAGE RELATED (0.1%)
Fannie Mae ............................................ 2,700 168,581
-----------
REAL ESTATE (0.0%)
China Resources Enterprises Ltd. ...................... 20,000 32,030
-----------
UTILITY -- ELECTRIC (0.9%)
AES Corp.* ............................................ 4,300 321,425
CMS Energy Corp. ...................................... 6,000 187,125
Consolidated Edison, Inc. ............................. 6,400 220,800
FPL Group, Inc. ....................................... 5,100 218,344
Korea Electric Power Corp. (ADR) ...................... 7,000 117,250
Pinnacle West Capital Corp. ........................... 6,300 192,544
-----------
1,257,488
-----------
UTILITY -- GAS (0.0%)
Anglian Water PLC ..................................... 6,000 4,889
-----------
UTILITY -- TELEPHONE (2.7%)
AT&T Corp. ............................................ 14,391 730,343
Bell Atlantic Corp. ................................... 10,400 640,250
GTE Corp. ............................................. 7,100 500,994
Nippon Telegraph & Telephone Corp. .................... 10 170,815
SBC Communications, Inc. .............................. 20,586 1,003,567
Sprint Corp. (FON Group) .............................. 7,600 511,575
Telefonica SA* ........................................ 10,671 265,342
Telekom Malaysia BHD .................................. 7,000 27,079
-----------
3,849,965
-----------
TOTAL CREDIT-SENSITIVE (10.5%) ........................ 14,993,711
-----------
</TABLE>
SAI-47
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- -------------------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- -------------------------------------------------------------------------------------
<S> <C> <C>
ENERGY
OIL -- DOMESTIC (0.4%)
Kerr-McGee Corp. ..................................... 5,500 $ 341,000
Murphy Oil Corp. ..................................... 4,900 281,138
-----------
622,138
-----------
OIL -- INTERNATIONAL (2.0%)
Chevron Corp. ........................................ 5,600 485,100
Exxon Mobil Corp. .................................... 8,956 721,517
Gulf Indonesia Resources Ltd.* ....................... 800 6,500
Repsol SA ............................................ 6,900 159,259
Shell Transport & Trading Co. PLC .................... 17,400 856,950
Total Fina SA (Series B) ............................. 2,700 358,698
Total Fina SA-Sponsored (ADR) ........................ 3,700 256,225
-----------
2,844,249
-----------
OIL-SUPPLIES & CONSTRUCTION (0.3%)
Noble Drilling Corp.* ................................ 12,000 393,000
Woodside Petroleum Ltd. .............................. 10,000 73,586
-----------
466,586
-----------
RAILROADS (0.1%)
Burlington Northern Santa Fe Corp. ................... 3,400 82,450
-----------
TOTAL ENERGY (2.8%) .................................. 4,015,423
-----------
TECHNOLOGY
ELECTRONICS (5.4%)
Altera Corp.* ........................................ 5,518 273,486
Applied Materials, Inc.* ............................. 4,800 608,100
Cisco Systems, Inc.* ................................. 19,150 2,051,443
eBay, Inc.* .......................................... 1,100 137,706
Intel Corp. .......................................... 18,272 1,504,013
Lexmark International Group, Inc. (Class A)* ......... 2,800 253,400
Motorola, Inc. ....................................... 2,800 412,300
RealNetworks, Inc.* .................................. 1,400 169,663
Sanmina Corp.* ....................................... 3,200 319,600
Solectron Corp.* ..................................... 5,100 485,138
TDK Corp. ............................................ 1,000 137,726
Tokyo Electron Limited ............................... 6,000 819,912
Yahoo!, Inc.* ........................................ 400 173,075
3Com Corp.* .......................................... 6,600 310,200
-----------
7,655,762
-----------
OFFICE EQUIPMENT (2.2%)
Canon, Inc. .......................................... 19,000 752,953
</TABLE>
SAI-48
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- ---------------------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- ---------------------------------------------------------------------------------------
<S> <C> <C>
Dell Computer Corp.* .................................... 17,800 $ 907,800
International Business Machines Corp. ................... 6,200 669,600
Softbank Corp.* ......................................... 700 668,228
Sun Microsystems, Inc.* ................................. 2,900 224,569
-----------
3,223,150
-----------
OFFICE EQUIPMENT SERVICES (3.5%)
Computer Sciences Corp.* ................................ 3,000 283,875
First Data Corp. ........................................ 7,100 350,119
Gateway, Inc.* .......................................... 4,800 345,900
Intuit, Inc.* ........................................... 5,500 329,656
Microsoft Corp.* ........................................ 26,000 3,035,500
Oracle Corp.* ........................................... 5,100 571,518
Tetra Tech, Inc.* ....................................... 4,400 67,650
-----------
4,984,218
-----------
TELECOMMUNICATIONS (4.9%)
America Online, Inc.* ................................... 13,500 1,018,405
China Telecom (Hong Kong) Ltd.* ......................... 52,000 325,084
DDI Corp. ............................................... 25 341,630
Equant N.V.* ............................................ 2,000 225,997
Equant N.V. (Registered Shares)* ........................ 2,100 235,200
Global TeleSystems Group, Inc.* ......................... 8,400 290,850
Keppel Telecommunications & Transportation Ltd. ......... 15,000 24,400
Korea Telecom Corp. (ADR) ............................... 1,731 129,392
Lucent Technologies, Inc. ............................... 10,575 791,142
Mannesmann AG ........................................... 1,600 385,659
MCI WorldCom, Inc.* ..................................... 16,986 901,320
Nokia Oyj* .............................................. 3,500 631,670
Nortel Networks Corp. ................................... 2,900 292,900
NTT Mobile Communications Network, Inc. ................. 12 460,322
Pacific Internet* ....................................... 400 18,775
PSINet, Inc.* ........................................... 2,900 179,075
Sonera Oyj* ............................................. 3,500 238,806
United Pan-Europe Communications N.V.* .................. 3,500 445,678
Winstar Communications, Inc.* ........................... 590 44,176
-----------
6,980,481
-----------
TOTAL TECHNOLOGY (16.0%) ................................ 22,843,611
-----------
DIVERSIFIED
MISCELLANEOUS (1.1%)
Citic Pacific Ltd. ...................................... 45,000 169,314
Honeywell International, Inc. ........................... 9,325 537,936
</TABLE>
SAI-49
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- ----------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- ----------------------------------------------------------------------------
<S> <C> <C>
Tyco International Ltd. .................... 12,910 $ 501,876
U.S. Industries, Inc. ...................... 12,900 180,600
Viad Corp. ................................. 5,700 158,888
------------
TOTAL DIVERSIFIED (1.1%) ................... 1,548,614
------------
TOTAL COMMON STOCKS (50.3%)
(Cost $51,061,608) ........................ 71,663,489
------------
PREFERRED STOCKS:
CONSUMER CYCLICALS
LEISURE RELATED (0.1%)
Royal Caribbean Cruises Ltd.
7.25% Conv. ............................... 500 76,219
------------
TOTAL CONSUMER CYCLICALS (0.1%) ............ 76,219
------------
CONSUMER NONCYCLICALS
DRUGS (0.0%)
Alkermes, Inc.
6.5% Conv. ................................ 300 25,856
------------
TOTAL CONSUMER NONCYCLICALS (0.0%) ......... 25,856
------------
CREDIT-SENSITIVE
UTILITY -- ELECTRIC (0.1%)
AES Trust
$2.6875 Conv. (Series A) .................. 1,800 189,000
------------
TOTAL CREDIT-SENSITIVE (0.1%) .............. 189,000
------------
TECHNOLOGY
ELECTRONICS (0.3%)
Omnipoint Corp.
7.0% Conv. ................................ 1,400 275,538
Times Mirror Co.
4.25% Conv. ............................... 800 99,150
------------
374,688
------------
TELECOMMUNICATIONS (1.0%)
Adelphia Communications Corp.
5.5% Conv. ................................ 900 170,550
Amdocs Ltd.
6.75% Conv. ............................... 8,700 279,487
MediaOne Group, Inc.
3.04% Conv.* .............................. 3,600 172,800
NEXTLINK Communications, Inc.
3.25% Conv. ............................... 2,500 481,875
</TABLE>
SAI-50
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- --------------------------------------------------------------------------------
NUMBER VALUE
OF SHARES (NOTE 3)
- --------------------------------------------------------------------------------
<S> <C> <C>
Winstar Communications, Inc.
7.0% Conv. ................................ 4,900 $ 388,325
------------
1,493,037
------------
TOTAL TECHNOLOGY (1.3%) .................... 1,867,725
------------
TOTAL PREFERRED STOCKS (1.5%)
(Cost $1,349,937) ......................... 2,158,800
------------
PRINCIPAL
AMOUNT
---------
LONG-TERM DEBT SECURITIES:
BUSINESS SERVICES
PRINTING, PUBLISHING & BROADCASTING (1.9%)
CBS Corp.
7.15%, 2005 ............................... $ 625,000 613,206
Time Warner, Inc.
6.625%, 2029 .............................. 2,500,000 2,131,700
------------
2,744,906
------------
PROFESSIONAL SERVICES (0.3%)
Doubleclick, Inc.
4.75% Conv., 2006 ......................... 145,000 452,038
------------
TOTAL BUSINESS SERVICES (2.2%) ............. 3,196,944
------------
CAPITAL GOODS
MACHINERY (0.0%)
ASM Lithography Holding N.V.
4.25% Conv., 2004 ......................... 50,000 59,500
------------
TOTAL CAPITAL GOODS (0.0%) ................. 59,500
------------
CONSUMER CYCLICALS
AUTOS & TRUCKS (1.1%)
Ford Motor Co.
6.375%,2029 ............................... 1,800,000 1,514,128
------------
RETAIL -- GENERAL (0.1%)
Amazon.Com, Inc.
4.75% Conv., 2009 ......................... 165,000 187,275
------------
TOTAL CONSUMER CYCLICALS (1.2%) ............ 1,701,403
------------
CONSUMER NONCYCLICALS
HOSPITAL SUPPLIES & SERVICES (0.2%)
Human Genome Sciences, Inc.
5.5% Conv., 2006 .......................... 75,000 232,594
Res-Care, Inc.
6.0% Conv., 2004 .......................... 115,000 92,575
------------
TOTAL CONSUMER NONCYCLICALS (0.2%) ......... 325,169
------------
</TABLE>
SAI-51
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- ----------------------------------------------------------------------------
PRINCIPAL VALUE
AMOUNT (NOTE 3)
- ----------------------------------------------------------------------------
<S> <C> <C>
CREDIT-SENSITIVE
ASSET BACKED (2.3%)
Carat Auto Receivables Asset Trust
5.58%, 2002 ............................ $ 2,000,000 $ 1,973,120
Carco Auto Loan Master Trust
5.65%, 2001 ............................ 1,280,000 1,263,603
-----------
3,236,723
-----------
BANKS (2.9%)
KBC Bank Funding Trust III
9.86%, 2049 ............................ 1,275,000 1,319,364
St. George Bank Ltd.
7.15%, 2005 ............................ 2,850,000 2,733,435
-----------
4,052,799
-----------
FINANCIAL SERVICES (1.8%)
Ford Motor Credit Co.
5.8%, 2009 ............................. 800,000 709,200
Morgan Stanley Dean Witter & Co.
5.625%, 2004 ........................... 2,000,000 1,883,860
-----------
2,593,060
-----------
MORTGAGE RELATED (19.4%)
Federal National Mortgage Association:
6.5%, 2014 ............................. 1,176,888 1,142,051
7.0%, 2014 ............................. 2,537,693 2,510,055
7.0%, 2026 ............................. 747,513 722,956
6.5%, 2028 ............................. 2,243,047 2,114,220
7.0%, 2028 ............................. 1,088,313 1,052,560
8.0%, 2028 ............................. 1,882,081 1,897,980
6.0%, 2029 ............................. 3,611,160 3,306,094
7.5%, 2029 ............................. 3,710,193 3,671,331
Government National Mortgage Association:
7.0%, 2027 ............................. 741,693 716,738
7.0%, 2028 ............................. 5,423,893 5,241,400
6.5%, 2029 ............................. 4,786,209 4,496,045
LB Commercial Conduit Mortgage Trust
6.78%, 2030 ............................ 800,000 762,760
-----------
27,634,190
-----------
UTILITY -- ELECTRIC (1.1%)
Texas Utilities
6.375%, 2008 ........................... 1,775,000 1,622,829
-----------
</TABLE>
SAI-52
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- -----------------------------------------------------------------------------
PRINCIPAL VALUE
AMOUNT (NOTE 3)
- -----------------------------------------------------------------------------
<S> <C> <C>
U.S. GOVERNMENT (10.5%)
U.S. Treasury Bonds:
8.125%, 2019 ............................. $ 3,790,000 $ 4,318,231
6.125%, 2029 ............................. 595,000 567,296
U.S. Treasury Notes:
6.0%, 2000 ............................... 3,080,000 3,082,889
6.5%, 2001 ............................... 6,590,000 6,616,775
5.875%, 2004 ............................. 420,000 411,863
------------
14,997,054
------------
TOTAL CREDIT -- SENSITIVE (38.0%) ......... 54,136,655
------------
ENERGY
RAILROADS (1.1%)
Union Pacific Corp.
6.625%, 2029 ............................. 1,800,000 1,519,650
------------
TOTAL ENERGY (1.1%) ....................... 1,519,650
------------
TECHNOLOGY
ELECTRONICS (3.5%)
Advanced Energy Industries
5.25% Conv., 2006 ........................ 115,000 135,700
America Online, Inc.
4.0% Conv., 2002 ......................... 35,000 404,688
Amkor Technologies, Inc.
5.75% Conv., 2003 ........................ 165,000 357,638
Bea Systems, Inc.
4.0% Conv., 2006 ......................... 5,000 5,847
Checkfree Holdings Corp.
6.5% Conv., 2006 ......................... 85,000 133,875
Comverse Technology, Inc.
4.5% Conv., 2005 ......................... 180,000 614,925
Conexant Systems Inc.
4.25% Conv., 2006 ........................ 135,000 398,756
EMC Corp.
3.25% Conv., 2002 ........................ 50,000 482,125
HNC Software, Inc.
4.75% Conv., 2003 ........................ 100,000 241,000
Intel Corp.
4.0% Conv., 2004 ......................... 120,000 322,200
I2 Technologies, Inc.
5.25% Conv., 2006 ........................ 80,000 115,800
Lattice Semiconductor Co.
4.75% Conv., 2006 ........................ 125,000 164,375
</TABLE>
SAI-53
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Portfolio of Investments -- December 31, 1999 (Continued)
- --------------------------------------------------------------------------------
PRINCIPAL VALUE
AMOUNT (NOTE 3)
- --------------------------------------------------------------------------------
<S> <C> <C>
LSI Logic Corp.
4.25% Conv., 2004 ........................... $ 155,000 $ 349,913
Sanmina Corp.
4.25% Conv., 2004 ........................... 315,000 410,288
Siebel Systems, Inc.
5.5% Conv., 2006 ............................ 120,000 232,800
Solectron Corp.
Zero Coupon, Conv., 2019 .................... 610,000 457,500
STMicroelectronics N.V.
Zero Coupon, Conv., 2009 .................... 145,000 200,100
------------
5,027,530
------------
TELECOMMUNICATIONS (1.1%)
CNET, Inc.
5.0% Conv., 2006 ............................ 55,000 90,407
Global TeleSystems Group, Inc.
5.75% Conv., 2010 ........................... 225,000 304,875
NTL Incorporated
7.0% Conv., 2008 ............................ 175,000 461,780
Nextel Communications, Inc.
4.75% Conv., 2007 ........................... 290,000 657,938
------------
1,515,000
------------
TOTAL TECHNOLOGY (4.6%) ...................... 6,542,530
------------
TOTAL LONG-TERM DEBT SECURITIES (47.3%)
(Amortized Cost $67,574,628) ................ 67,481,851
------------
PARTICIPATION IN SEPARATE ACCOUNT NO. 2A,
at amortized cost, which approximates
market value, equivalent to 117 units at
$300.60 each (0.0%) ......................... 35,179
------------
TOTAL INVESTMENTS (99.1%)
(Cost/Amortized Cost $120,021,352) .......... 141,339,319
OTHER ASSETS LESS LIABILITIES (0.9%) ......... 1,304,832
------------
NET ASSETS (100.0%) .......................... $142,644,151
============
</TABLE>
SAI-54
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 10 (POOLED)
(THE ALLIANCE BALANCED FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- December 31, 1999 (Concluded)
- --------------------------------------------------------------------------------
DISTRIBUTION OF INVESTMENTS BY GLOBAL REGION
<TABLE>
<CAPTION>
%
OF INVESTMENTS
---------------
<S> <C>
United States** .................. 85.9%
Japan ............................ 3.9
United Kingdom ................... 3.3
Australia ........................ 2.0
Netherlands ...................... 1.0
France ........................... 0.9
Scandinavia ...................... 0.9
Southeast Asia ................... 0.7
Canada ........................... 0.2
Other European Countries ......... 1.2
-----
100.0%
=====
</TABLE>
* Non-income producing.
** Includes short term investments.
See Notes to Financial Statements.
SAI-55
<PAGE>
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 51
of The Equitable Life Assurance Society of the United States
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and changes in net assets and the selected per
unit data (included under Condensed Financial Information in the Prospectus of
the Members Retirement Program) present fairly, in all material respects, the
financial position of the Alliance Global Fund, Alliance Conservative Investors
Fund and Alliance Growth Investors Fund ("EQ Advisors Trust funds"), separate
investment funds of The Equitable Life Assurance Society of the United States
("Equitable Life") Separate Account No. 51 at December 31, 1999, the results of
each of their operations for the year then ended, changes in each of their net
assets for the two years then ended and the per unit data for the periods
presented, in conformity with accounting principles generally accepted in the
United States of America. These financial statements and the selected per unit
data (hereafter referred to as "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 auditing standards generally
accepted in the United States of America, 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 shares owned in The
EQ Advisors Trust at December 31, 1999 with the transfer agent, provide a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
February 1, 2000
SAI-56
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 51 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Assets and Liabilities
DECEMBER 31, 1999
- ------------------------------------------------------------------------------------------------------------------------
ALLIANCE ALLIANCE
ALLIANCE CONSERVATIVE GROWTH
GLOBAL INVESTORS INVESTORS
FUND FUND FUND
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
ASSETS:
Investments in shares of EQ Advisors Trust, at value (Cost:
Alliance Global Portfolio -- $33,508,856;
Alliance Conservative Investors Portfolio -- $7,359,129;
Alliance Growth Investors Portfolio -- $64,031,535)(Note 3)......... $44,972,223 $7,550,254 $76,099,858
Receivable for Trust shares sold .................................... 430,250 -- 576,150
Due from Equitable Life's General Account ........................... -- 87,850 --
- ------------------------------------------------------------------------------------------------------------------------
Total assets ........................................................ 45,402,473 7,638,104 76,676,008
- ------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Payable for Trust shares purchased .................................. -- 86,261 --
Due to Equitable Life's General Account ............................. 340,285 -- 552,371
Payable to custodian ................................................ 74,372 -- --
Accrued expenses .................................................... 28,255 10,501 31,599
- ------------------------------------------------------------------------------------------------------------------------
Total liabilities ................................................... 442,912 96,762 583,970
- ------------------------------------------------------------------------------------------------------------------------
NET ASSETS .......................................................... $44,959,561 $7,541,342 $76,092,038
========================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-57
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 51 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Operations
YEAR ENDED DECEMBER 31, 1999
- -------------------------------------------------------------------------------------------------------------------
ALLIANCE ALLIANCE
ALLIANCE CONSERVATIVE GROWTH
GLOBAL INVESTORS INVESTORS
FUND FUND FUND
- -------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INVESTMENT INCOME (NOTE 2):
Dividends from the Trust ...................................... $ 35,980 $ 244,743 $ 1,086,404
- -------------------------------------------------------------------------------------------------------------------
EXPENSES (NOTE 4) - Expense charges ........................... (69,524) (22,631) (67,420)
- -------------------------------------------------------------------------------------------------------------------
Net investment income (loss) .................................. (33,544) 222,112 1,018,984
- -------------------------------------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2):
Realized gain from share transactions ......................... 5,412,204 221,803 2,398,078
Realized gain distribution from the Trust ..................... 2,988,028 307,250 6,668,942
Change in unrealized appreciation/depreciation ................ 6,149,934 (90,653) 6,554,957
- -------------------------------------------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments ............... 14,550,166 438,400 15,621,977
- -------------------------------------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS ATTRIBUTABLE TO OPERATIONS ......... $14,516,622 $ 660,512 $16,640,961
===================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-58
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 51 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
ALLIANCE
GLOBAL
FUND
- --------------------------------------------------------------------------------
YEAR ENDED
DECEMBER 31,
1999 1998
- --------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................. $ (33,544) $ 505,887
Net realized gain ............................ 8,400,232 5,872,976
Change in unrealized appreciation/
depreciation of investments ................. 6,149,934 2,494,660
- --------------------------------------------------------------------------------
Net increase in net assets attributable to
operations .................................. 14,516,622 8,873,523
- --------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ................................ 12,985,246 12,922,064
Withdrawals .................................. (28,825,806) (20,514,776)
Administrative fees .......................... (399,019) (406,220)
- --------------------------------------------------------------------------------
Net decrease in net assets attributable to
contributions and withdrawals ............... (16,239,579) (7,998,932)
- --------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS ............ (1,722,957) 874,591
NET ASSETS - BEGINNING OF YEAR ............... 46,682,518 45,807,927
- --------------------------------------------------------------------------------
NET ASSETS - END OF YEAR ..................... $ 44,959,561 $ 46,682,518
================================================================================
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
ALLIANCE ALLIANCE
CONSERVATIVE INVESTORS GROWTH INVESTORS
FUND FUND
- ----------------------------------------------------------------------------------------------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
1999 1998 1999 1998
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ................. $ 222,112 $ 279,141 $ 1,018,984 $ 1,201,529
Net realized gain ............................ 529,053 975,338 9,067,020 7,064,044
Change in unrealized appreciation/
depreciation of investments ................. (90,653) (164,213) 6,554,957 2,153,905
- ----------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to
operations .................................. 660,512 1,090,266 16,640,961 10,419,478
- ----------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ................................ 2,289,275 2,732,417 14,498,861 12,894,395
Withdrawals .................................. (2,330,352) (8,197,701) (19,065,275) (16,348,446)
Administrative fees .......................... (72,625) (83,253) (440,871) (400,305)
- ----------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to
contributions and withdrawals ............... (113,702) (5,548,537) (5,007,285) (3,854,356)
- ----------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS ............ 546,810 (4,458,271) 11,633,676 6,565,122
NET ASSETS - BEGINNING OF YEAR ............... 6,994,532 11,452,803 64,458,362 57,893,240
- ----------------------------------------------------------------------------------------------------------------
NET ASSETS - END OF YEAR ..................... $ 7,541,342 $ 6,994,532 $ 76,092,038 $ 64,458,362
================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-59
<PAGE>
- --------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of
The Equitable Life Assurance Society of the United States
and Contractowners of Separate Account No. 66
of The Equitable Life Assurance Society of the United States
In our opinion, the accompanying statements of assets and liabilities and the
related statements of operations and changes in net assets and the selected per
unit data (included under Condensed Financial Information in the Prospectus of
the Members Retirement Program) present fairly, in all material respects, the
financial position of the T. Rowe Price Equity Income Fund, MFS Research Fund,
Warburg Pincus Small Company Value Fund, Merrill Lynch World Strategy Fund and
BT Equity 500 Index Fund ("EQ Advisor Trust funds"), separate investment funds
of The Equitable Life Assurance Society of the United States ("Equitable Life")
Separate Account No. 66 at December 31, 1999, the results of each of their
operations for the year then ended, changes in each of their net assets for the
two years then ended and the selected per unit data for the periods presented,
in conformity with accounting principles generally accepted in the United
States of America. These financial statements and the selected per unit data
(hereafter referred to as "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 auditing standards generally
accepted in the United States of America, 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 shares owned in The
EQ Advisors Trust at December 31, 1999 with the transfer agent, provide a
reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
February 1, 2000
SAI-60
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Assets and Liabilities
December 31, 1999
- -------------------------------------------------------------------------------------------------------------------------
WARBURG PINCUS
MFS SMALL COMPANY T. ROWE PRICE MERRILL LYNCH BT EQUITY
RESEARCH VALUE EQUITY INCOME WORLD STRATEGY 500 INDEX
- -------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS:
Investments in shares of the
Trust -- at market value (Notes 2 and 6)
Cost:
$5,737,868.............................. $6,947,653
1,769,948 ............................. $1,779,006
3,934,103 ............................. $3,877,176
634,190 ............................. $741,542
6,318,130 ............................. $7,088,090
Receivable for Trust
shares purchased .......................... 79,446 47,873 32,698 22,378 --
Receivable for policy
related transactions ...................... -- -- -- -- 149,614
- -------------------------------------------------------------------------------------------------------------------------
Total assets ............................ 7,027,099 1,826,879 3,909,874 763,920 7,237,704
- -------------------------------------------------------------------------------------------------------------------------
LIABILITIES:
Payable for Trust
shares purchased .......................... -- -- -- -- 142,082
Payable for policy related
transactions .............................. 79,446 47,673 32,698 19,546 --
- -------------------------------------------------------------------------------------------------------------------------
Total liabilities ....................... 79,446 47,673 32,698 19,546 142,082
- -------------------------------------------------------------------------------------------------------------------------
NET ASSETS ................................. 6,947,653 1,779,206 3,877,176 744,374 7,095,622
=========================================================================================================================
Amount retained by Equitable Life
in Separate Account 66 (Note 4) ........... 1,472 69 2,099 6,355 --
Net Assets Attributable to
Contractowners ............................ 6,946,181 1,779,137 3,875,077 738,019 7,095,622
- -------------------------------------------------------------------------------------------------------------------------
NET ASSETS ................................. $6,947,653 $1,779,206 $3,877,176 $744,374 $7,095,622
=========================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-61
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Operations
Year Ended December 31, 1999
- ----------------------------------------------------------------------------------
WARBURG PINCUS
MFS SMALL COMPANY
RESEARCH VALUE
- ----------------------------------------------------------------------------------
<S> <C> <C>
INCOME AND EXPENSE:
Investment Income:
Dividends from the Trust (Note 2) ................ $ 7,727 $ 3,420
- ----------------------------------------------------------------------------------
Expenses (Note 3):
Expense charges .................................. 59,936 23,917
- ----------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ...................... (52,209) (20,497)
- ----------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (NOTE 2):
Realized gain (loss) from share transactions ...... 286,084 (208,435)
Realized gain distribution from the Trust ......... 159,566 --
- ----------------------------------------------------------------------------------
NET REALIZED GAIN (LOSS) .......................... 445,650 (208,435)
- ----------------------------------------------------------------------------------
Change in unrealized appreciation/depreciation .... 893,327 224,588
- ----------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS ................................... 1,338,977 16,153
- ----------------------------------------------------------------------------------
NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS .................................. $1,286,768 $ (4,344)
==================================================================================
<CAPTION>
- ----------------------------------------------------------------------------------------------------
T. ROWE PRICE MERRILL LYNCH BT EQUITY
EQUITY INCOME WORLD STRATEGY 500 INDEX FUND
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
INCOME AND EXPENSE:
Investment Income:
Dividends from the Trust (Note 2) ................ $ 76,591 $ 6,048 $ 36,950
- ----------------------------------------------------------------------------------------------------
Expenses (Note 3):
Expense charges .................................. 56,562 3,175 66,215
- ----------------------------------------------------------------------------------------------------
NET INVESTMENT INCOME (LOSS) ...................... 20,029 2,873 (29,265)
- ---------------------------------------------------- ----------- -------- ---------
REALIZED AND UNREALIZED GAIN (LOSS)
ON INVESTMENTS (NOTE 2):
Realized gain (loss) from share transactions ...... 66,610 22,616 306,445
Realized gain distribution from the Trust ......... 160,365 9,791 18,666
- ---------------------------------------------------- ----------- -------- ---------
NET REALIZED GAIN (LOSS) .......................... 226,975 32,407 325,111
- ---------------------------------------------------- ----------- -------- ---------
Change in unrealized appreciation/depreciation .... (193,824) 98,166 582,253
- ---------------------------------------------------- ----------- -------- ---------
REALIZED AND UNREALIZED GAIN
ON INVESTMENTS ................................... 33,151 130,573 907,364
- ---------------------------------------------------- ----------- -------- ---------
NET INCREASE (DECREASE) IN NET ASSETS
FROM OPERATIONS .................................. $ 53,180 $133,446 $ 878,099
==================================================== =========== ======== =========
</TABLE>
See Notes to Financial Statements.
SAI-62
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- --------------------------------------------------------------------------------------------------------------------
WARBURG PINCUS
MFS SMALL COMPANY
RESEARCH VALUE
----------------------------- -----------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
----------------------------- -----------------------------
1999 1998 1999 1998
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss ................................ $ (52,209) $ (12,317) $ (20,497) $ (16,421)
Net realized gain (loss) ........................... 445,650 24,718 (208,435) (45,570)
Change in unrealized appreciation/depreciation
of investments .................................... 893,327 329,147 224,588 (148,026)
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets
from operations ................................... 1,286,768 341,548 (4,344) (210,017)
- --------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS, WITHDRAWALS AND TRANSFERS:
Contributions and Transfers ........................ 5,862,462 2,488,519 1,130,117 2,015,611
Withdrawals and Transfers .......................... 3,096,907 703,862 1,641,059 1,379,561
Administrative charges ............................. 19,001 320 2,259 214
- --------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable
to contributions and withdrawals .................. 2,746,554 1,784,337 (513,201) 635,836
- --------------------------------------------------------------------------------------------------------------------
Net increase in amount retained by Equitable Life in
Separate Account 66 (Note 4) ...................... 16,227 -- 5,693 --
- --------------------------------------------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS .................. 4,049,549 2,125,885 (511,852) 425,819
NET ASSETS -- BEGINNING OF PERIOD .................. 2,898,104 772,219 2,291,058 1,865,239
- --------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF PERIOD ........................ $6,947,653 $2,898,104 $1,779,206 $2,291,058
====================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-63
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- ------------------------------------------------------------------------------------------------------------------
T. ROWE PRICE MERRILL LYNCH
EQUITY INCOME WORLD STRATEGY
---------------------------- ---------------------------
YEAR ENDED YEAR ENDED
DECEMBER 31, DECEMBER 31,
---------------------------- ---------------------------
1999 1998 1999 1998
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment income (loss) ........................ $ 20,029 $ 20,611 $ 2,873 $ (2,083)
Net realized gain (loss) ............................ 226,975 156,080 32,407 (2,611)
Change in unrealized appreciation/depreciation
of investments ..................................... (193,824) 55,150 98,166 31,371
- ------------------------------------------------------------------------------------------------------------------
Net increase in net assets
from operations .................................... 53,180 231,841 133,446 26,677
- ------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS, WITHDRAWALS AND TRANSFERS:
Contributions and Transfers ......................... 1,983,241 2,818,502 312,753 444,857
Withdrawals and Transfers ........................... 2,009,118 1,448,637 353,232 182,434
Administrative charges .............................. 2,196 74 336 39
- ------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to
contributions and withdrawals ...................... (28,073) 1,369,791 (40,815) 262,384
- ------------------------------------------------------------------------------------------------------------------
Net increase in amount retained by Equitable Life in
Separate Account 66 (Note 4) ....................... 61,154 -- -- --
- ------------------------------------------------------------------------------------------------------------------
INCREASE IN NET ASSETS .............................. 86,261 1,601,632 92,631 289,061
NET ASSETS -- BEGINNING OF PERIOD ................... 3,790,915 2,189,283 651,743 362,682
- ------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF PERIOD ......................... $3,877,176 $3,790,915 $ 744,374 $651,743
==================================================================================================================
</TABLE>
See Notes to Financial Statements.
SAI-64
<PAGE>
- --------------------------------------------------------------------------------
SEPARATES ACCOUNT NO. 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
<TABLE>
<CAPTION>
Statements of Changes in Net Assets
- ----------------------------------------------------------------------------------
BT EQUITY 500
INDEX FUND
---------------------------------
YEAR ENDED JULY 1, 1998*
DECEMBER 31, TO DECEMBER 31,
1999 1998
- ----------------------------------------------------------------------------------
INCREASE (DECREASE) IN NET ASSETS:
<S> <C> <C>
FROM OPERATIONS:
Net investment income (loss) ................. $ (29,265) $ 3,088
Net realized gain (loss) ..................... 325,111 (9,944)
Change in unrealized appreciation/depreciation
of investments .............................. 582,253 187,707
- ----------------------------------------------------------------------------------
Net increase in net assets
from operations ............................. 878,099 180,851
- ----------------------------------------------------------------------------------
FROM CONTRIBUTIONS, WITHDRAWALS AND TRANSFERS:
Contributions and Transfers .................. 6,670,309 1,830,110
Withdrawals and Transfers .................... 2,280,725 183,022
- ----------------------------------------------------------------------------------
Net increase in net assets attributable
to contributions and withdrawals ............ 4,389,584 1,647,088
- ----------------------------------------------------------------------------------
INCREASE IN NET ASSETS ....................... 5,267,683 1,827,939
NET ASSETS -- BEGINNING OF PERIOD ............ 1,827,939 --
- ----------------------------------------------------------------------------------
NET ASSETS -- END OF PERIOD .................. $7,095,622 $1,827,939
==================================================================================
</TABLE>
* Commencement of operations.
See Notes to Financial Statements.
SAI-65
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NOS. 3 (POOLED), 4 (POOLED), 10 (POOLED), 51 (POOLED)
AND 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Notes to Financial Statements
1. Separate Account Nos. 3 (Pooled) (the Alliance Aggressive Equity Fund),
4 (Pooled) (the Alliance Growth Equity Fund), 10 (Pooled) (the Alliance
Balanced Fund), 51 (Pooled) (including the Alliance Global, Alliance
Conservative Investors and Alliance Growth Investors Funds) and 66 (Pooled)
(including T. Rowe Price Equity Income Fund, MFS Research Fund, Warburg Pincus
Small Company Value Fund, Merrill Lynch World Strategy Fund and BT Equity 500
Index Funds) (the Funds) of The Equitable Life Assurance Society of the United
States (Equitable Life), a wholly-owned subsidiary of AXA Financial, Inc., were
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 Funds are not chargeable with liabilities arising out of any other business
of Equitable Life. The amounts retained by Equitable Life in Separate Account
Nos. 4 and 66 may be transferred to Equitable Life's general account. These
financial statements reflect the total net assets and results of operations for
the Separate Account Nos. 3, 4, 10, 51 and 66. The Members Retirement Program
is one of the many contract owners participating in these funds.
Interests of retirement and investment plans for Equitable Life employees,
managers and agents in Separate Account Nos. 3 (Pooled) and 4 (Pooled)
aggregated $79,363,438 (43.2%) and $365,557,809 (20.4%), respectively, at
December 31, 1999 and $88,549,620 (32.1%) and $323,953,589 (15.3%),
respectively, at December 31, 1998, of the net assets in these Funds.
Equitable Life is the investment manager for Separate Account Nos. 3, 4
and 10 (the Equitable Funds). Alliance Capital Management L.P. (Alliance)
serves as the investment adviser to Equitable Life with respect to the
management of the Equitable Funds. Alliance is a publicly-traded limited
partnership which is indirectly majority-owned by Equitable Life.
EQ Advisors Trust ("EQAT" or "Trust") commenced operations on May 1, 1997.
EQAT is an open-end, diversified investment management company that sells
shares of a portfolio ("Portfolio") of a mutual fund to separate accounts of
insurance companies. Each Portfolio has separate investment objectives.
For periods prior to October 18, 1999, the Alliance portfolios were part
of The Hudson River Trust ("HRT"). On October 18, 1999, a Substitution of new
portfolios of EQAT for the Portfolios of HRT was performed. At that time assets
of each of the HRT portfolios were transferred to the corresponding new
Portfolios of EQAT. Class IA shares and Class IB shares of the HRT became Class
IA shares and Class IB shares of EQAT.
Prior to the Substitution, Alliance managed HRT and was investment advisor
for all the HRT Portfolios. Subsequent to the Substitution Alliance continues
as investment advisor for the Alliance portfolios.
Effective September 1999, Equitable Life serves as investment manager of
EQAT. As such, Equitable Life oversees the activities of the investment
advisors with respect to EQAT and is responsible for retaining or discontinuing
the services of those advisors. Prior to September 1999, AXA Advisors, LLC
(formerly EQ Financial Consultants, Inc.), a subsidiary of Equitable Life,
served as investment manager to EQAT.
Effective September 1999, AXA Advisors was sold by Equitable Life to an
affiliated company. AXA Advisors, LLC earns fees from EQAT under distribution
agreements held with the Trust. Equitable Life also earns fees under an
investment management agreement with EQAT. Alliance earns fees under an
investment advisory agreement with Equitable Life.
SAI-66
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NOS. 3 (POOLED), 4 (POOLED), 10 (POOLED), 51 (POOLED)
AND 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Notes to Financial Statements (Continued)
Separate Account No. 51 has eleven investment funds which invest in Class
IA shares of corresponding portfolios of the Trust. The Members Retirement Plan
invests in the following portfolios of the Trust: Alliance Global, Alliance
Conservative Investors and Alliance Growth Investors.
Separate Account No. 66 has twenty-two investment funds which invest in
Class IB shares of corresponding portfolios of the Trust. The Association
Members Retirement Plan and Trusts through Separate Account No. 66 invests in
the following portfolios of the Trust: T. Rowe Price Equity Income Fund, MFS
Research Fund, Warburg Pincus Small Company Value Fund, Merrill Lynch World
Strategy Fund and BT Equity 500 Index Fund. Class IB shares are offered at net
asset values and are subject to distribution fees imposed under a distribution
plan adopted pursuant to Rule 12b-1 under the 1940 Act. EQ Advisors Trust is an
open-end, diversified investment management companies used as funding vehicle
for separate account assets of insurance companies.
Equitable Life and Alliance seek to obtain the best price and execution of
all orders placed for the portfolios of the Equitable Funds 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 Equitable Funds' portfolio transactions.
The accompanying financial statements are prepared in conformity with
accounting principles generally accepted in the United States of America
(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. Separate Account Nos.
51 and 66 invest in shares of EQ Advisors Trust and are valued at the net asset
value per share of the respective funds. The net asset value is determined by
the Trust using the market or fair value of the underlying assets of the
Portfolios. For Separate Account Nos. 51 and 66, realized gains and losses on
investments include gains and losses on redemptions of the Trust's shares
(determined on the identified cost basis) and capital gain distributions from
the Trust. Dividends are recorded by the Trust in the fourth quarter on the
ex-dividend date. Capital gains are distributed by the Trust at the end of each
year.
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 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 Statement of Operations.
SAI-67
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NOS. 3 (POOLED), 4 (POOLED), 10 (POOLED), 51 (POOLED)
AND 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Notes to Financial Statements (Continued)
Futures and forward contracts are agreements to buy or sell a security for
a set price in the future. Initial margin deposits are made upon entering into
futures contracts and can be either in cash or treasury securities. Separate
Accounts (Accounts) may buy or sell futures contracts for the purpose of
protecting their Accounts' securities against anticipated future changes in
interest rates that might adversely affect the value of an Accounts' securities
or the price of securities that an Account intends to purchase at a later date.
During the period the futures and forward contracts are open, changes in the
value of the contract are recognized as unrealized gains or losses by
"marking-to-market" on a daily basis to reflect the market value of the
contract at the end of each trading day. Variation margin payments for futures
contracts are received or made, depending upon whether unrealized gains or
losses are incurred. When the contract is closed, the Accounts record a
realized gain or loss equal to the difference between the proceeds from (or
cost of) the closing transactions and the Accounts' basis in the contract.
Should interest rates move unexpectedly, the Accounts may not achieve the
anticipated benefits of the financial futures contracts and may incur a loss.
The use of futures and forward transactions involves the risk of imperfect
correlation in movements in the price of futures and forward contracts,
interest rates and the underlying hedged assets.
Futures and forward contracts involve elements of both market and credit
risk in excess of the amounts reflected in the Statement of Assets and
Liabilities. The contract amounts of these futures and forward contracts
reflect the extent of the Accounts' exposure to off-balance sheet risk. The
Accounts bear the market risk which arises from any changes in security values.
The credit risk for futures contracts is limited to failure of the exchange or
board of trade that acts as the counterparty of the Accounts' futures
transactions. Forward contracts are done directly with the counterparty and not
through an exchange and can be terminated only by agreement of both parties to
the contract. There is no daily margin settlement and the portfolio is exposed
to the risk of default by the counterparty.
Separate Account No. 10 may enter into forward currency contracts in order
to hedge its exposure to changes in foreign currency exchange rates on its
foreign security holdings. A forward contract is a commitment to purchase or
sell a foreign currency at a future date at a negotiated forward rate. The gain
or loss arising from the difference between the original contracts and the
closing of such contracts is included in realized gains or losses from foreign
currency transactions. At December 31, 1999, Separate Account No. 10 had
outstanding forward currency contracts to buy/sell foreign currencies as
follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
CONTRACT COST ON U.S. $
AMOUNT ORIGINATION CURRENT UNREALIZED
(000'S) DATE VALUE DEPRECIATION
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Separate Account No. 10
Foreign Currency Sale Contracts:
- --------------------------------
British Pounds, settling
01/04/00 - 01/10/00 .................... 95 $153,006 $153,201 $ (195)
Japanese Yen, settling 01/04/00 ......... 7,944 76,798 77,541 (743)
------
$ (938)
======
</TABLE>
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
(Participating Funds) under Equitable Life's management. Separate Account No.
2A invests in debt securities maturing
SAI-68
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NOS. 3 (POOLED), 4 (POOLED), 10 (POOLED), 51 (POOLED)
AND 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Notes to Financial Statements (Continued)
in sixty days or less from the date of acquisition. At December 31, 1999, the
amortized cost of investments held in Separate Account No. 2A consist of the
following:
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
AMORTIZED COST %
- --------------------------------------------------------------------------------
<S> <C> <C>
Bankers' Acceptances, 5.70%
due 01/21/00 through 02/24/00 ................ $ 5,140,555 2.3%
Certificates of Deposit, 5.50% - 5.99%
due 01/28/00 through 01/31/00 ................ 9,998,680 4.5
Commercial Paper, 4.45% - 6.45%
due 01/03/00 through 02/15/00 ................ 176,636,726 79.2
U.S. Government Agency,
1.5% due 01/03/00 ............................ 30,997,417 13.9
- --------------------------------------------------------------------------------
Total Investments ............................. 222,773,378 99.9
Other Assets less Liabilities ................. 212,513 0.1
- --------------------------------------------------------------------------------
Net Assets of Separate Account No. 2A ......... $ 222,985,891 100.0%
================================================================================
Units Outstanding ............................. 741,808
Unit Value .................................... $ 300.60
- --------------------------------------------------------------------------------
</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. Short-term debt securities may also be purchased directly by the
Equitable Funds.
For 1999 and 1998, investment security transactions, excluding short-term
debt securities, were as follows:
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
PURCHASES SALES
------------------------------------- ------------------------------------
STOCKS AND U.S. GOVERNMENT STOCKS AND U.S. GOVERNMENT
DEBT SECURITIES AND AGENCIES DEBT SECURITIES AND AGENCIES
- ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Fund
- ----
Alliance Aggressive Equity:
1999 .................... $ 241,091,928 $ -- $ 359,200,204 $ --
1998 .................... 681,887,865 -- 780,385,761 --
Alliance Growth Equity:
1999 .................... 1,340,597,736 -- 2,209,410,520 --
1998 .................... 1,692,067,102 -- 2,151,023,546 --
Alliance Balanced:
1999 .................... 89,523,699 65,935,492 143,448,209 82,753,815
1998 .................... 87,857,736 98,200,986 144,791,496 122,149,180
</TABLE>
No activity is shown for Separate Account Nos. 51 and 66 since they trade
exclusively in shares of portfolios of The EQ Advisors Trust.
SAI-69
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NOS. 3 (POOLED), 4 (POOLED), 10 (POOLED), 51 (POOLED)
AND 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Notes to Financial Statements (Continued)
3. Investment securities for the Equitable Funds 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.
Futures and forward contracts are valued at their last sale price or, if
there is no sale, at the latest available bid price.
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 stocks are valued at
bid prices obtained from one or more 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.
Investment valuations for EQ Advisors Trust are as follows:
The value of the investments in Separate Account Nos. 51 and 66 held in
the corresponding EQ Advisors Trust Portfolios is calculated by multiplying the
number of shares held in each Portfolio by the net asset value per share of
that Portfolio determined as of the close of business each day.
Separate Account No. 2A is valued daily at amortized cost, which
approximates market value. Short-term debt securities purchased directly by the
Equitable 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 relating to the Funds are deducted in accordance with
the terms of the various contracts which participate in the Funds. With respect
to the Members Retirement Plan and Trusts, these expenses consist of investment
management and accounting fees, program expense charge, direct expenses and
record maintenance and report fees.
SAI-70
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NOS. 3 (POOLED), 4 (POOLED), 10 (POOLED), 51 (POOLED)
AND 66 (POOLED)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Notes to Financial Statements (Concluded)
Administrative fees paid through a liquidation of units in Separate
Account Nos. 51 and 66 are shown in the Statement of Changes of Net Assets. The
aggregate of all other fees are included in Expenses in the Statement of
Operations.
Investments in Separate Account Nos. 51 and 66 are also subject to the
expenses incurred in the underlying Portfolios of the Trust, which are
reflected through the Portfolios' net asset values.
5. No federal income tax based on net income or realized and unrealized
capital gains was applicable to contracts participating in the Funds by reason
of applicable provisions of the Internal Revenue Code and no federal income tax
payable by Equitable Life will affect such contracts. Accordingly, no provision
for federal income tax is required.
SAI-71
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholder of
The Equitable Life Assurance Society of the United States
In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of earnings, of shareholder's equity and comprehensive
income and of cash flows present fairly, in all material respects, the financial
position of The Equitable Life Assurance Society of the United States and its
subsidiaries ("Equitable Life") at December 31, 1999 and 1998, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 1999, in conformity with accounting principles
generally accepted in the United States of America. 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 statements in accordance with auditing standards
generally accepted in the United States of America, 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 provide a reasonable basis for the opinion expressed
above.
PricewaterhouseCoopers LLP
New York, New York
February 1, 2000
F-1
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
1999 1998
------------- --------------
(IN MILLIONS)
<S> <C> <C>
ASSETS
Investments:
Fixed maturities:
Available for sale, at estimated fair value............................. $ 18,599.7 $ 18,993.7
Held to maturity, at amortized cost..................................... 133.2 125.0
Mortgage loans on real estate............................................. 3,270.0 2,809.9
Equity real estate........................................................ 1,160.2 1,676.9
Policy loans.............................................................. 2,257.3 2,086.7
Other equity investments.................................................. 671.2 713.3
Investment in and loans to affiliates..................................... 1,201.8 928.5
Other invested assets..................................................... 911.6 808.2
------------- -------------
Total investments..................................................... 28,205.0 28,142.2
Cash and cash equivalents................................................... 628.0 1,245.5
Deferred policy acquisition costs........................................... 4,033.0 3,563.8
Other assets................................................................ 3,868.3 3,054.6
Closed Block assets......................................................... 8,607.3 8,632.4
Separate Accounts assets.................................................... 54,453.9 43,302.3
------------- -------------
TOTAL ASSETS................................................................ $ 99,795.5 $ 87,940.8
============= =============
LIABILITIES
Policyholders' account balances............................................. $ 21,351.4 $ 20,857.5
Future policy benefits and other policyholders' liabilities................. 4,777.6 4,726.4
Short-term and long-term debt............................................... 1,407.9 1,181.7
Other liabilities........................................................... 3,133.6 3,474.3
Closed Block liabilities.................................................... 9,025.0 9,077.0
Separate Accounts liabilities............................................... 54,332.5 43,211.3
------------- -------------
Total liabilities..................................................... 94,028.0 82,528.2
------------- -------------
Commitments and contingencies (Notes 11, 13, 14, 15 and 16)
SHAREHOLDER'S EQUITY
Common stock, $1.25 par value 2.0 million shares authorized, issued
and outstanding........................................................... 2.5 2.5
Capital in excess of par value.............................................. 3,557.2 3,110.2
Retained earnings........................................................... 2,600.7 1,944.1
Accumulated other comprehensive (loss) income............................... (392.9) 355.8
------------- -------------
Total shareholder's equity............................................ 5,767.5 5,412.6
------------- -------------
TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY.................................. $ 99,795.5 $ 87,940.8
============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
F-2
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF EARNINGS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
REVENUES
Universal life and investment-type product policy fee
income...................................................... $ 1,257.5 $ 1,056.2 $ 950.6
Premiums...................................................... 558.2 588.1 601.5
Net investment income......................................... 2,240.9 2,228.1 2,282.8
Investment (losses) gains, net................................ (96.9) 100.2 (45.2)
Commissions, fees and other income............................ 2,177.9 1,503.0 1,227.2
Contribution from the Closed Block............................ 86.4 87.1 102.5
------------ ------------- -------------
Total revenues.......................................... 6,224.0 5,562.7 5,119.4
------------ ------------- -------------
BENEFITS AND OTHER DEDUCTIONS
Interest credited to policyholders' account balances.......... 1,078.2 1,153.0 1,266.2
Policyholders' benefits....................................... 1,038.6 1,024.7 978.6
Other operating costs and expenses............................ 2,797.3 2,201.2 2,203.9
------------ ------------- -------------
Total benefits and other deductions..................... 4,914.1 4,378.9 4,448.7
------------ ------------- -------------
Earnings from continuing operations before Federal
income taxes and minority interest.......................... 1,309.9 1,183.8 670.7
Federal income taxes.......................................... 332.0 353.1 91.5
Minority interest in net income of consolidated subsidiaries.. 199.4 125.2 54.8
------------ ------------- -------------
Earnings from continuing operations........................... 778.5 705.5 524.4
Discontinued operations, net of Federal income taxes.......... 28.1 2.7 (87.2)
------------ ------------- -------------
Net Earnings.................................................. $ 806.6 $ 708.2 $ 437.2
============ ============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
F-3
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY AND COMPREHENSIVE INCOME
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
Common stock, at par value, beginning and end of year......... $ 2.5 $ 2.5 $ 2.5
------------ ------------- -------------
Capital in excess of par value, beginning of year............. 3,110.2 3,105.8 3,105.8
Additional capital in excess of par value..................... 447.0 4.4 -
------------ ------------- -------------
Capital in excess of par value, end of year................... 3,557.2 3,110.2 3,105.8
------------ ------------- -------------
Retained earnings, beginning of year.......................... 1,944.1 1,235.9 798.7
Net earnings.................................................. 806.6 708.2 437.2
Dividend paid to the Holding Company.......................... (150.0) - -
------------ ------------- -------------
Retained earnings, end of year................................ 2,600.7 1,944.1 1,235.9
------------ ------------- -------------
Accumulated other comprehensive income,
beginning of year........................................... 355.8 516.3 177.0
Other comprehensive (loss) income............................. (748.7) (160.5) 339.3
------------ ------------- -------------
Accumulated other comprehensive (loss) income, end of year.... (392.9) 355.8 516.3
------------ ------------- -------------
TOTAL SHAREHOLDER'S EQUITY, END OF YEAR....................... $ 5,767.5 $ 5,412.6 $ 4,860.5
============ ============= ============
COMPREHENSIVE INCOME
Net earnings.................................................. $ 806.6 $ 708.2 $ 437.2
------------ ------------- -------------
Change in unrealized (losses) gains, net of reclassification
adjustment.................................................. (776.9) (149.5) 343.7
Minimum pension liability adjustment.......................... 28.2 (11.0) (4.4)
------------ ------------- -------------
Other comprehensive (loss) income............................. (748.7) (160.5) 339.3
------------ ------------- -------------
COMPREHENSIVE INCOME.......................................... $ 57.9 $ 547.7 $ 776.5
============ ============= ============
</TABLE>
See Notes to Consolidated Financial Statements.
F-4
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------- -------------
(IN MILLIONS)
<S> <C> <C> <C>
Net earnings.................................................. $ 806.6 $ 708.2 $ 437.2
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Interest credited to policyholders' account balances........ 1,078.2 1,153.0 1,266.2
Universal life and investment-type product
policy fee income......................................... (1,257.5) (1,056.2) (950.6)
Investment losses (gains)................................... 96.9 (100.2) 45.2
Change in Federal income tax payable........................ 157.4 123.1 (74.4)
Change in property and equipment............................ (256.3) (81.8) (9.6)
Change in deferred acquisition costs........................ (260.7) (314.0) (220.7)
Other, net.................................................. (168.8) 70.9 399.7
------------ ------------- -------------
Net cash provided by operating activities..................... 195.8 503.0 893.0
------------ ------------- -------------
Cash flows from investing activities:
Maturities and repayments................................... 2,019.0 2,289.0 2,702.9
Sales....................................................... 7,572.9 16,972.1 10,385.9
Purchases................................................... (10,737.3) (18,578.5) (13,205.4)
(Increase) decrease in short-term investments............... (178.3) 102.4 (555.0)
Decrease in loans to discontinued operations................ - 660.0 420.1
Sale of subsidiaries........................................ - - 261.0
Other, net.................................................. (134.8) (341.8) (612.6)
------------ ------------- -------------
Net cash (used) provided by investing activities.............. (1,458.5) 1,103.2 (603.1)
------------ ------------- -------------
Cash flows from financing activities: Policyholders'
account balances:
Deposits.................................................. 2,366.2 1,508.1 1,281.7
Withdrawals............................................... (1,765.8) (1,724.6) (1,886.8)
Net increase (decrease) in short-term financings............ 378.2 (243.5) 419.9
Repayments of long-term debt................................ (41.3) (24.5) (196.4)
Payment of obligation to fund accumulated deficit of
discontinued operations................................... - (87.2) (83.9)
Dividend paid to the Holding Company........................ (150.0) - -
Other, net.................................................. (142.1) (89.5) (62.7)
------------ ------------- -------------
Net cash provided (used) by financing activities.............. 645.2 (661.2) (528.2)
------------ ------------- -------------
Change in cash and cash equivalents........................... (617.5) 945.0 (238.3)
Cash and cash equivalents, beginning of year.................. 1,245.5 300.5 538.8
------------ ------------- -------------
Cash and Cash Equivalents, End of Year........................ $ 628.0 $ 1,245.5 $ 300.5
============ ============= =============
Supplemental cash flow information
Interest Paid............................................... $ 92.2 $ 130.7 $ 217.1
============ ============= =============
Income Taxes Paid........................................... $ 116.5 $ 254.3 $ 170.0
============ ============= =============
</TABLE>
See Notes to Consolidated Financial Statements.
F-5
<PAGE>
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1) ORGANIZATION
The Equitable Life Assurance Society of the United States ("Equitable
Life") is an indirect, wholly owned subsidiary of AXA Financial, Inc. (the
"Holding Company," and collectively with its consolidated subsidiaries,
"AXA Financial"). Equitable Life's insurance business is conducted
principally by Equitable Life and its wholly owned life insurance
subsidiaries, Equitable of Colorado ("EOC"), and, prior to December 31,
1996, Equitable Variable Life Insurance Company ("EVLICO"). Effective
January 1, 1997, EVLICO was merged into Equitable Life. Equitable Life's
investment management business, which comprises the Investment Services
segment, is conducted principally by Alliance Capital Management L.P.
("Alliance"), and Donaldson, Lufkin & Jenrette, Inc. ("DLJ"), an investment
banking and brokerage affiliate. AXA, a French holding company for an
international group of insurance and related financial services companies,
is the Holding Company's largest shareholder, owning approximately 58.0% at
December 31, 1999 (53.0% if all securities convertible into, and options
on, common stock were to be converted or exercised).
On September 20, 1999, as part of AXA Financial's "branding" strategic
initiative, EQ Financial Consultants, Inc., a broker-dealer subsidiary of
Equitable Life, was merged into a new company, AXA Advisors, LLC ("AXA
Advisors"). Also, on September 21, 1999, AXA Advisors was transferred by
Equitable Life to AXA Distribution Holding Corporation ("AXA
Distribution"), a wholly owned indirect subsidiary of the Holding Company,
for $15.3 million. The excess of the sales price over AXA Advisors' book
value has been recorded in Equitable Life's books as a capital
contribution. Equitable Life will continue to develop and market the
"Equitable" brand of life and annuity products, while AXA Distribution and
its subsidiaries begin to assume responsibility for providing financial
advisory services, product distribution and customer relationship
management.
The Insurance segment offers a variety of traditional, variable and
interest-sensitive life insurance products, disability income, annuity
products, mutual fund and other investment products to individuals and
small groups. It also administers traditional participating group annuity
contracts with conversion features, generally for corporate qualified
pension plans, and association plans which provide full service retirement
programs for individuals affiliated with professional and trade
associations. This segment includes Separate Accounts for individual
insurance and annuity products.
The Investment Services segment includes Alliance and the results of DLJ
which are accounted for on an equity basis. In 1999, Alliance reorganized
into Alliance Capital Management Holding L.P. ("Alliance Holding") and
Alliance (the "Reorganization"). Alliance Holding's principal asset is its
interest in Alliance and it functions as a holding entity through which
holders of its publicly traded units own an indirect interest in the
operating partnership. The Company exchanged substantially all of its
Alliance Holding units for units in Alliance ("Alliance Units"). As a
result of the reorganization, the Company was the beneficial owner of
approximately 2% of Alliance Holding and 56% of Alliance. Alliance provides
diversified investment fund management services to a variety of
institutional clients, including pension funds, endowments, and foreign
financial institutions, as well as to individual investors, principally
through a broad line of mutual funds. This segment includes institutional
Separate Accounts which provide various investment options for large group
pension clients, primarily deferred benefit contribution plans, through
pooled or single group accounts. At December 31, 1999, Equitable Life has a
31.7% ownership interest in DLJ. DLJ's businesses include securities
underwriting, sales and trading, merchant banking, financial advisory
services, investment research, venture capital, correspondent brokerage
services, online interactive brokerage services and asset management. DLJ
serves institutional, corporate, governmental and individual clients both
domestically and internationally. Through June 10, 1997, this segment also
includes Equitable Real Estate Investment Management Inc. ("EREIM") which
was sold. EREIM provided real estate investment management services,
property management services, mortgage servicing and loan asset management,
and agricultural investment management.
F-6
<PAGE>
2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
-----------------------------------------------------
The accompanying consolidated financial statements are prepared in
conformity with generally accepted accounting principles ("GAAP") which
require 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.
The accompanying consolidated financial statements include the accounts of
Equitable Life and certain of its subsidiaries engaged in insurance related
business (collectively, the "Insurance Group"); other subsidiaries,
principally Alliance and through June 10, 1997, EREIM (see Note 5); and
those partnerships and joint ventures in which Equitable Life or its
subsidiaries has control and a majority economic interest (collectively,
including its consolidated subsidiaries, the "Company"). The Company's
investment in DLJ is reported on the equity basis of accounting. Closed
Block assets, liabilities and results of operations are presented in the
consolidated financial statements as single line items (see Note 7). Unless
specifically stated, all other footnote disclosures contained herein
exclude the Closed Block related amounts.
All significant intercompany transactions and balances except those with
the Closed Block, DLJ and discontinued operations (see Note 8) have been
eliminated in consolidation. The years "1999," "1998" and "1997" refer to
the years ended December 31, 1999, 1998 and 1997, respectively. Certain
reclassifications have been made in the amounts presented for prior periods
to conform these periods with the 1999 presentation.
Closed Block
------------
On July 22, 1992, Equitable Life established the Closed Block for the
benefit of certain individual participating policies which were in force on
that date. The assets allocated to the Closed Block, together with
anticipated revenues from policies included in the Closed Block, were
reasonably expected to be sufficient to support such business, including
provision for payment of claims, certain expenses and taxes, and for
continuation of dividend scales payable in 1991, assuming the experience
underlying such scales continues.
Assets allocated to the Closed Block inure solely to the benefit of the
Closed Block policyholders and will not revert to the benefit of the
Holding Company. No reallocation, transfer, borrowing or lending of assets
can be made between the Closed Block and other portions of Equitable Life's
General Account, any of its Separate Accounts or any affiliate of Equitable
Life without the approval of the New York Superintendent of Insurance (the
"Superintendent"). Closed Block assets and liabilities are carried on the
same basis as similar assets and liabilities held in the General Account.
The excess of Closed Block liabilities over Closed Block assets represents
the expected future post-tax contribution from the Closed Block which would
be recognized in income over the period the policies and contracts in the
Closed Block remain in force.
Discontinued Operations
-----------------------
Discontinued operations at December 31, 1999, principally consists of the
Group Non-Participating Wind-Up Annuities ("Wind-Up Annuities"), for which
a premium deficiency reserve has been established. Management reviews the
adequacy of the allowance each quarter and believes the allowance for
future losses at December 31, 1999 is adequate to provide for all future
losses; however, the quarterly allowance review continues to involve
numerous estimates and subjective judgments regarding the expected
performance of Discontinued Operations Investment Assets. There can be no
assurance the losses provided for will not differ from the losses
ultimately realized. To the extent actual results or future projections of
the discontinued operations differ from management's current best estimates
and assumptions underlying the allowance for future losses, the difference
would be reflected in the consolidated statements of earnings in
discontinued operations. In particular, to the extent income, sales
proceeds and holding periods for equity real estate differ from
management's previous assumptions, periodic adjustments to the allowance
are likely to result (see Note 8).
F-7
<PAGE>
Accounting Changes
------------------
In March 1998, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") 98-1, "Accounting for the
Costs of Computer Software Developed or Obtained for Internal Use," which
requires capitalization of external and certain internal costs incurred to
obtain or develop internal-use computer software during the application
development stage. The Company applied the provisions of SOP 98-1
prospectively effective January 1, 1998. The adoption of SOP 98-1 did not
have a material impact on the Company's consolidated financial statements.
Capitalized internal-use software is amortized on a straight-line basis
over the estimated useful life of the software.
New Accounting Pronouncements
-----------------------------
In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," which establishes
accounting and reporting standards for derivative instruments, including
certain derivatives embedded in other contracts, and for hedging
activities. It requires all derivatives to be recognized on the balance
sheet at fair value. The accounting for changes in the fair value of a
derivative depends on its intended use. Derivatives not used in hedging
activities must be adjusted to fair value through earnings. Changes in the
fair value of derivatives used in hedging activities will, depending on the
nature of the hedge, either be offset in earnings against the change in
fair value of the hedged item attributable to the risk being hedged or
recognized in other comprehensive income until the hedged item affects
earnings. For all hedging activities, the ineffective portion of a
derivative's change in fair value will be immediately recognized in
earnings. In June 1999, the FASB issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective
Date of FASB Statement No. 133," which defers the effective date of SFAS
No. 133 to all fiscal quarters of all fiscal years beginning after June 15,
2000. The Company expects to adopt SFAS No. 133 effective January 1, 2001.
Adjustments resulting from initial adoption of the new requirements will be
reported in a manner similar to the cumulative effect of a change in
accounting principle and will be reflected in net income or accumulated
other comprehensive income based upon existing hedging relationships, if
any. Management currently is assessing the impact of adoption. However,
Alliance's adoption of the new requirements is not expected to have a
significant impact on the Company's consolidated balance sheet or statement
of earnings. Also, since most of DLJ's derivatives are carried at fair
values, the Company's consolidated earnings and financial position are not
expected to be significantly affected by DLJ's adoption of the new
requirements.
Valuation of Investments
------------------------
Fixed maturities identified as available for sale are reported at estimated
fair value. Fixed maturities, which the Company has both the ability and
the intent to hold to maturity, are stated principally at amortized cost.
The amortized cost of fixed maturities is adjusted for impairments in value
deemed to be other than temporary.
Valuation allowances are netted against the asset categories to which they
apply.
Mortgage loans on real estate are stated at unpaid principal balances, net
of unamortized discounts and valuation allowances. Valuation allowances are
based on the present value of expected future cash flows discounted at the
loan's original effective interest rate or the collateral value if the loan
is collateral dependent. However, if foreclosure is or becomes probable,
the measurement method used is collateral value.
Real estate, including real estate acquired in satisfaction of debt, is
stated at depreciated cost less valuation allowances. At the date of
foreclosure (including in-substance foreclosure), real estate acquired in
satisfaction of debt is valued at estimated fair value. Impaired real
estate is written down to fair value with the impairment loss being
included in investment gains (losses), net. Valuation allowances on real
estate held for sale are computed using the lower of depreciated cost or
current estimated fair value, net of disposition costs. Depreciation is
discontinued on real estate held for sale.
F-8
<PAGE>
Policy loans are stated at unpaid principal balances.
Partnerships and joint venture interests in which the Company does not have
control or a majority economic interest are reported on the equity basis of
accounting and are included either with equity real estate or other equity
investments, as appropriate.
Equity securities, comprised of common stock classified as both trading and
available for sale securities, are carried at estimated fair value and are
included in other equity investments.
Short-term investments are stated at amortized cost which approximates fair
value and are included with other invested assets.
Cash and cash equivalents includes cash on hand, amounts due from banks and
highly liquid debt instruments purchased with an original maturity of three
months or less.
All securities are recorded in the consolidated financial statements on a
trade date basis.
Net Investment Income, Investment Gains, Net and Unrealized Investment
----------------------------------------------------------------------
Gains (Losses)
--------------
Net investment income and realized investment gains (losses) (collectively,
"investment results") related to certain participating group annuity
contracts which are passed through to the contractholders are reflected as
interest credited to policyholders' account balances.
Realized investment gains (losses) are determined by specific
identification and are presented as a component of revenue. Changes in
valuation allowances are included in investment gains (losses).
Unrealized gains (losses) on publicly-traded common equity securities
classified as trading securities are reflected in net investment income.
Unrealized investment gains (losses) on fixed maturities and equity
securities available for sale held by the Company are accounted for as a
separate component of accumulated comprehensive income, net of related
deferred Federal income taxes, amounts attributable to discontinued
operations, participating group annuity contracts and deferred policy
acquisition costs ("DAC") related to universal life and investment-type
products and participating traditional life contracts.
Recognition of Insurance Income and Related Expenses
----------------------------------------------------
Premiums from universal life and investment-type contracts are reported as
deposits to policyholders' account balances. Revenues from these contracts
consist of amounts assessed during the period against policyholders'
account balances for mortality charges, policy administration charges and
surrender charges. Policy benefits and claims that are charged to expense
include benefit claims incurred in the period in excess of related
policyholders' account balances.
Premiums from participating and non-participating traditional life and
annuity policies with life contingencies generally are recognized as income
when due. Benefits and expenses are matched with such income so as to
result in the recognition of profits over the life of the contracts. This
match is accomplished by means of the provision for liabilities for future
policy benefits and the deferral and subsequent amortization of policy
acquisition costs.
For contracts with a single premium or a limited number of premium payments
due over a significantly shorter period than the total period over which
benefits are provided, premiums are recorded as income when due with any
excess profit deferred and recognized in income in a constant relationship
to insurance in force or, for annuities, the amount of expected future
benefit payments.
Premiums from individual health contracts are recognized as income over the
period to which the premiums relate in proportion to the amount of
insurance protection provided.
F-9
<PAGE>
Deferred Policy Acquisition Costs
---------------------------------
The costs of acquiring new business, principally commissions, underwriting,
agency and policy issue expenses, all of which vary with and are primarily
related to the production of new business, are deferred. DAC is subject to
recoverability testing at the time of policy issue and loss recognition
testing at the end of each accounting period.
For universal life products and investment-type products, DAC is amortized
over the expected total life of the contract group (periods ranging from 25
to 35 years and 5 to 17 years, respectively) as a constant percentage of
estimated gross profits arising principally from investment results,
mortality and expense margins and surrender charges based on historical and
anticipated future experience, updated at the end of each accounting
period. The effect on the amortization of DAC of revisions to estimated
gross profits is reflected in earnings in the period such estimated gross
profits are revised. The effect on the DAC asset that would result from
realization of unrealized gains (losses) is recognized with an offset to
accumulated other comprehensive income in consolidated shareholder's equity
as of the balance sheet date.
As part of its asset/liability management process, in second quarter 1999,
management initiated a review of the matching of invested assets to
Insurance product lines given their different liability characteristics and
liquidity requirements. As a result of this review, management reallocated
the current and prospective interests of the various product lines in the
invested assets. These asset reallocations and the related changes in
investment yields by product line, in turn, triggered a review of and
revisions to the estimated future gross profits used to determine the
amortization of DAC for universal life and investment-type products. The
revisions to estimated future gross profits resulted in an after-tax
writedown of DAC of $85.6 million (net of a Federal income tax benefit of
$46.1 million).
For participating traditional life policies (substantially all of which are
in the Closed Block), DAC is amortized over the expected total life of the
contract group (40 years) as a constant percentage based on the present
value of the estimated gross margin amounts expected to be realized over
the life of the contracts using the expected investment yield. At December
31, 1999, the expected investment yield, excluding policy loans, generally
ranged from 7.75% grading to 7.5% over a 20 year period. Estimated gross
margin includes anticipated premiums and investment results less claims and
administrative expenses, changes in the net level premium reserve and
expected annual policyholder dividends. The effect on the amortization of
DAC of revisions to estimated gross margins is reflected in earnings in the
period such estimated gross margins are revised. The effect on the DAC
asset that would result from realization of unrealized gains (losses) is
recognized with an offset to accumulated comprehensive income in
consolidated shareholder's equity as of the balance sheet date.
For non-participating traditional life DAC is amortized in proportion to
anticipated premiums. Assumptions as to anticipated premiums are estimated
at the date of policy issue and are consistently applied during the life of
the contracts. Deviations from estimated experience are reflected in
earnings in the period such deviations occur. For these contracts, the
amortization periods generally are for the total life of the policy.
Policyholders' Account Balances and Future Policy Benefits
----------------------------------------------------------
Policyholders' account balances for universal life and investment-type
contracts are equal to the policy account values. The policy account values
represents an accumulation of gross premium payments plus credited interest
less expense and mortality charges and withdrawals.
For participating traditional life policies, future policy benefit
liabilities are calculated using a net level premium method on the basis of
actuarial assumptions equal to guaranteed mortality and dividend fund
interest rates. The liability for annual dividends represents the accrual
of annual dividends earned. Terminal dividends are accrued in proportion to
gross margins over the life of the contract.
For non-participating traditional life insurance policies, future policy
benefit liabilities are estimated using a net level premium method on the
basis of actuarial assumptions as to mortality, persistency and interest
established at policy issue. Assumptions established at policy issue as to
mortality and persistency are based on the Insurance Group's experience
which, together with interest and expense assumptions, includes a margin
for adverse deviation. When the liabilities for future policy benefits plus
the present value of expected future gross premiums for a product are
insufficient to provide for expected future policy benefits
F-10
<PAGE>
and expenses for that product, DAC is written off and thereafter, if
required, a premium deficiency reserve is established by a charge to
earnings. Benefit liabilities for traditional annuities during the
accumulation period are equal to accumulated contractholders' fund balances
and after annuitization are equal to the present value of expected future
payments. Interest rates used in establishing such liabilities range from
2.25% to 11.5% for life insurance liabilities and from 2.25% to 8.35% for
annuity liabilities.
Individual health benefit liabilities for active lives are estimated using
the net level premium method and assumptions as to future morbidity,
withdrawals and interest. Benefit liabilities for disabled lives are
estimated using the present value of benefits method and experience
assumptions as to claim terminations, expenses and interest. While
management believes its disability income ("DI") reserves have been
calculated on a reasonable basis and are adequate, there can be no
assurance reserves will be sufficient to provide for future liabilities.
Claim reserves and associated liabilities for individual DI and major
medical policies were $948.4 million and $951.7 million at December 31,
1999 and 1998, respectively. Incurred benefits (benefits paid plus changes
in claim reserves) and benefits paid for individual DI and major medical
are summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Incurred benefits related to current year.......... $ 150.7 $ 140.1 $ 132.3
Incurred benefits related to prior years........... 64.7 84.2 60.0
------------- ------------ ------------
Total Incurred Benefits............................ $ 215.4 $ 224.3 $ 192.3
============= ============ ============
Benefits paid related to current year.............. $ 28.9 $ 17.0 $ 28.8
Benefits paid related to prior years............... 189.8 155.4 146.2
------------- ------------ ------------
Total Benefits Paid................................ $ 218.7 $ 172.4 $ 175.0
============= ============ ============
</TABLE>
Policyholders' Dividends
------------------------
The amount of policyholders' dividends to be paid (including those on
policies included in the Closed Block) is determined annually by Equitable
Life's board of directors. The aggregate amount of policyholders' dividends
is related to actual interest, mortality, morbidity and expense experience
for the year and judgment as to the appropriate level of statutory surplus
to be retained by Equitable Life.
At December 31, 1999, participating policies, including those in the Closed
Block, represent approximately 23.0% ($47.0 billion) of directly written
life insurance in force, net of amounts ceded.
Federal Income Taxes
--------------------
The Company files a consolidated Federal income tax return with the Holding
Company and its consolidated subsidiaries. Current Federal income taxes are
charged or credited to operations based upon amounts estimated to be
payable or recoverable as a result of taxable operations for the current
year. Deferred income tax assets and liabilities are recognized based on
the difference between financial statement carrying amounts and income tax
bases of assets and liabilities using enacted income tax rates and laws.
Separate Accounts
-----------------
Separate Accounts are established in conformity with the New York State
Insurance Law and generally are not chargeable with liabilities that arise
from any other business of the Insurance Group. Separate Accounts assets
are subject to General Account claims only to the extent the value of such
assets exceeds Separate Accounts liabilities.
F-11
<PAGE>
Assets and liabilities of the Separate Accounts, representing net deposits
and accumulated net investment earnings less fees, held primarily for the
benefit of contractholders, and for which the Insurance Group does not bear
the investment risk, are shown as separate captions in the consolidated
balance sheets. The Insurance Group bears the investment risk on assets
held in one Separate Account; therefore, such assets are carried on the
same basis as similar assets held in the General Account portfolio. Assets
held in the other Separate Accounts are carried at quoted market values or,
where quoted values are not available, at estimated fair values as
determined by the Insurance Group.
The investment results of Separate Accounts on which the Insurance Group
does not bear the investment risk are reflected directly in Separate
Accounts liabilities. For 1999, 1998 and 1997, investment results of such
Separate Accounts were $6,045.5 million, $4,591.0 million and $3,411.1
million, respectively.
Deposits to Separate Accounts are reported as increases in Separate
Accounts liabilities and are not reported in revenues. Mortality, policy
administration and surrender charges on all Separate Accounts are included
in revenues.
Employee Stock Option Plan
--------------------------
The Company accounts for stock option plans sponsored by the Holding
Company, DLJ and Alliance in accordance with the provisions of Accounting
Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. In accordance with the opinion,
compensation expense is recorded on the date of grant only if the current
market price of the underlying stock exceeds the option strike price at the
grant date. See Note 22 for the pro forma disclosures for the Holding
Company, DLJ and Alliance required by SFAS No. 123, "Accounting for
Stock-Based Compensation".
F-12
<PAGE>
3) INVESTMENTS
The following tables provide additional information relating to fixed
maturities and equity securities:
<TABLE>
<CAPTION>
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED ESTIMATED
COST GAINS LOSSES FAIR VALUE
------------- ------------- ------------ -------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
DECEMBER 31, 1999
-----------------
Fixed Maturities:
Available for Sale:
Corporate.......................... $ 14,866.8 $ 139.5 $ 787.0 $ 14,219.3
Mortgage-backed.................... 2,554.5 2.3 87.8 2,469.0
U.S. Treasury, government and
agency securities................ 1,194.1 18.9 23.4 1,189.6
States and political subdivisions.. 110.0 1.4 4.9 106.5
Foreign governments................ 361.8 16.2 14.8 363.2
Redeemable preferred stock......... 286.4 1.7 36.0 252.1
------------- ------------- ------------ -------------
Total Available for Sale............... $ 19,373.6 $ 180.0 $ 953.9 $ 18,599.7
============= ============= ============ =============
Held to Maturity: Corporate......... $ 133.2 $ - $ - $ 133.2
============= ============= ============ =============
Equity Securities:
Common stock available for sale...... 25.5 1.5 17.8 9.2
Common stock trading securities...... 7.2 9.1 2.2 14.1
------------- ------------- ------------ -------------
Total Equity Securities................ $ 32.7 $ 10.6 $ 20.0 $ 23.3
============= ============= ============ =============
December 31, 1998
-----------------
Fixed Maturities:
Available for Sale:
Corporate.......................... $ 14,520.8 $ 793.6 $ 379.6 $ 14,934.8
Mortgage-backed.................... 1,807.9 23.3 .9 1,830.3
U.S. Treasury, government and
agency securities................ 1,464.1 107.6 .7 1,571.0
States and political subdivisions.. 55.0 9.9 - 64.9
Foreign governments................ 363.3 20.9 30.0 354.2
Redeemable preferred stock......... 242.7 7.0 11.2 238.5
------------- ------------- ------------ -------------
Total Available for Sale............... $ 18,453.8 $ 962.3 $ 422.4 $ 18,993.7
============= ============= ============ =============
Held to Maturity: Corporate......... $ 125.0 $ - $ - $ 125.0
============= ============= ============ =============
Equity Securities:
Common stock available for sale...... $ 58.3 $ 114.9 $ 22.5 $ 150.7
============= ============= ============ =============
</TABLE>
For publicly traded fixed maturities and equity securities, estimated fair
value is determined using quoted market prices. For fixed maturities
without a readily ascertainable market value, the Company determines an
estimated fair value using a discounted cash flow approach, including
provisions for credit risk, generally based on the assumption such
securities will be held to maturity. Estimated fair values for equity
securities, substantially all of which do not have a readily ascertainable
market value, have been determined by the Company. Such estimated fair
values do not necessarily represent the values for which these securities
could have been sold at the dates of the consolidated balance sheets. At
December 31, 1999 and 1998, securities without a readily ascertainable
market value having an amortized cost of $3,322.2 million and $3,539.9
million, respectively, had estimated fair values of $3,177.7 million and
$3,748.5 million, respectively.
F-13
<PAGE>
The contractual maturity of bonds at December 31, 1999 is shown below:
<TABLE>
<CAPTION>
AVAILABLE FOR SALE
-------------------------------
AMORTIZED ESTIMATED
COST FAIR VALUE
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Due in one year or less................................................ $ 479.1 $ 477.8
Due in years two through five.......................................... 2,991.8 2,921.2
Due in years six through ten........................................... 7,197.9 6,813.0
Due after ten years.................................................... 5,864.0 5,666.5
Mortgage-backed securities............................................. 2,554.4 2,469.1
------------ ------------
Total.................................................................. $ 19,087.2 $ 18,347.6
============ ============
</TABLE>
Corporate bonds held to maturity with an amortized cost and estimated fair
value of $133.2 million are due in one year or less.
Bonds not due at a single maturity date have been included in the above
table in the year of final maturity. Actual maturities will differ from
contractual maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment penalties.
The Insurance Group's fixed maturity investment portfolio includes
corporate high yield securities consisting of public high yield bonds,
redeemable preferred stocks and directly negotiated debt in leveraged
buyout transactions. The Insurance Group seeks to minimize the higher than
normal credit risks associated with such securities by monitoring
concentrations in any single issuer or a particular industry group. Certain
of these corporate high yield securities are classified as other than
investment grade by the various rating agencies, i.e., a rating below Baa
or National Association of Insurance Commissioners ("NAIC") designation of
3 (medium grade), 4 or 5 (below investment grade) or 6 (in or near
default). At December 31, 1999, approximately 14.9% of the $18,344.3
million aggregate amortized cost of bonds held by the Company was
considered to be other than investment grade.
In addition, the Insurance Group is an equity investor in limited
partnership interests which primarily invest in securities considered to be
other than investment grade. The carrying values at December 31, 1999 and
1998 were $647.9 million and $562.6 million, respectively.
Investment valuation allowances and changes thereto are shown below:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Balances, beginning of year........................ $ 230.6 $ 384.5 $ 137.1
Additions charged to income........................ 68.2 86.2 334.6
Deductions for writedowns and
asset dispositions............................... (150.2) (240.1) (87.2)
------------- ------------ ------------
Balances, End of Year.............................. $ 148.6 $ 230.6 $ 384.5
============= ============ ============
Balances, end of year comprise:
Mortgage loans on real estate.................... $ 27.5 $ 34.3 $ 55.8
Equity real estate............................... 121.1 196.3 328.7
------------- ------------ ------------
Total.............................................. $ 148.6 $ 230.6 $ 384.5
============= ============ ============
</TABLE>
F-14
<PAGE>
At December 31, 1999, the carrying value of fixed maturities which are
non-income producing for the twelve months preceding the consolidated
balance sheet date was $152.1 million.
The payment terms of mortgage loans on real estate may from time to time be
restructured or modified. The investment in restructured mortgage loans on
real estate, based on amortized cost, amounted to $106.0 million and $115.1
million at December 31, 1999 and 1998, respectively. Gross interest income
on restructured mortgage loans on real estate that would have been recorded
in accordance with the original terms of such loans amounted to $9.5
million, $10.3 million and $17.2 million in 1999, 1998 and 1997,
respectively. Gross interest income on these loans included in net
investment income aggregated $8.2 million, $8.3 million and $12.7 million
in 1999, 1998 and 1997, respectively.
Impaired mortgage loans along with the related provision for losses were as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-----------------------------------
1999 1998
-------------- --------------
(IN MILLIONS)
<S> <C> <C>
Impaired mortgage loans with provision for losses.................. $ 142.4 $ 125.4
Impaired mortgage loans without provision for losses............... 2.2 8.6
-------------- --------------
Recorded investment in impaired mortgage loans..................... 144.6 134.0
Provision for losses............................................... (23.0) (29.0)
-------------- --------------
Net Impaired Mortgage Loans........................................ $ 121.6 $ 105.0
============== ==============
</TABLE>
Impaired mortgage loans without provision for losses are loans where the
fair value of the collateral or the net present value of the expected
future cash flows related to the loan equals or exceeds the recorded
investment. Interest income earned on loans where the collateral value is
used to measure impairment is recorded on a cash basis. Interest income on
loans where the present value method is used to measure impairment is
accrued on the net carrying value amount of the loan at the interest rate
used to discount the cash flows. Changes in the present value attributable
to changes in the amount or timing of expected cash flows are reported as
investment gains or losses.
During 1999, 1998 and 1997, respectively, the Company's average recorded
investment in impaired mortgage loans was $141.7 million, $161.3 million
and $246.9 million. Interest income recognized on these impaired mortgage
loans totaled $12.0 million, $12.3 million and $15.2 million ($0.0 million,
$.9 million and $2.3 million recognized on a cash basis) for 1999, 1998 and
1997, respectively.
The Insurance Group's investment in equity real estate is through direct
ownership and through investments in real estate joint ventures. At
December 31, 1999 and 1998, the carrying value of equity real estate held
for sale amounted to $382.2 million and $836.2 million, respectively. For
1999, 1998 and 1997, respectively, real estate of $20.5 million, $7.1
million and $152.0 million was acquired in satisfaction of debt. At
December 31, 1999 and 1998, the Company owned $443.9 million and $552.3
million, respectively, of real estate acquired in satisfaction of debt.
Depreciation of real estate held for production of income is computed using
the straight-line method over the estimated useful lives of the properties,
which generally range from 40 to 50 years. Accumulated depreciation on real
estate was $251.6 million and $374.8 million at December 31, 1999 and 1998,
respectively. Depreciation expense on real estate totaled $21.8 million,
$30.5 million and $74.9 million for 1999, 1998 and 1997, respectively.
F-15
<PAGE>
4) JOINT VENTURES AND PARTNERSHIPS
Summarized combined financial information for real estate joint ventures
(25 individual ventures at both December 31, 1999 and 1998) and for limited
partnership interests accounted for under the equity method, in which the
Company has an investment of $10.0 million or greater and an equity
interest of 10% or greater, follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1999 1998
------------- -------------
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEETS
Investments in real estate, at depreciated cost........................ $ 861.1 $ 913.7
Investments in securities, generally at estimated fair value........... 678.4 636.9
Cash and cash equivalents.............................................. 68.4 85.9
Other assets........................................................... 239.3 279.8
------------- -------------
Total Assets........................................................... $ 1,847.2 $ 1,916.3
============= =============
Borrowed funds - third party........................................... $ 354.2 $ 367.1
Borrowed funds - AXA Financial......................................... 28.9 30.1
Other liabilities...................................................... 313.9 197.2
------------- -------------
Total liabilities...................................................... 697.0 594.4
------------- -------------
Partners' capital...................................................... 1,150.2 1,321.9
------------- -------------
Total Liabilities and Partners' Capital................................ $ 1,847.2 $ 1,916.3
============= =============
Equity in partners' capital included above............................. $ 316.5 $ 365.6
Equity in limited partnership interests not included above and other... 524.1 390.1
------------- -------------
Carrying Value......................................................... $ 840.6 $ 755.7
============= =============
</TABLE>
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Revenues of real estate joint ventures............. $ 180.5 $ 246.1 $ 310.5
Revenues of other limited partnership interests.... 455.1 128.9 506.3
Interest expense - third party..................... (39.8) (33.3) (91.8)
Interest expense - AXA Financial................... (2.5) (2.6) (7.2)
Other expenses..................................... (139.0) (197.0) (263.6)
------------- ------------ ------------
Net Earnings....................................... $ 454.3 $ 142.1 $ 454.2
============= ============ ============
Equity in net earnings included above.............. $ 10.5 $ 44.4 $ 76.7
Equity in net earnings of limited partnership
interests not included above..................... 76.0 37.9 69.5
Other.............................................. - - (.9)
------------- ------------ ------------
Total Equity in Net Earnings....................... $ 86.5 $ 82.3 $ 145.3
============= ============ ============
</TABLE>
F-16
<PAGE>
5) NET INVESTMENT INCOME AND INVESTMENT GAINS (LOSSES)
The sources of net investment income follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities................................... $ 1,499.8 $ 1,489.0 $ 1,459.4
Mortgage loans on real estate...................... 253.4 235.4 260.8
Equity real estate................................. 250.2 356.1 390.4
Other equity investments........................... 165.1 83.8 156.9
Policy loans....................................... 143.8 144.9 177.0
Other investment income............................ 161.3 185.7 181.7
------------- ------------ ------------
Gross investment income.......................... 2,473.6 2,494.9 2,626.2
Investment expenses.............................. (232.7) (266.8) (343.4)
------------- ------------ ------------
Net Investment Income.............................. $ 2,240.9 $ 2,228.1 $ 2,282.8
============= ============ ============
</TABLE>
Investment (losses) gains, net, including changes in the valuation
allowances, follow:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Fixed maturities................................... $ (290.9) $ (24.3) $ 88.1
Mortgage loans on real estate...................... (3.3) (10.9) (11.2)
Equity real estate................................. (2.4) 74.5 (391.3)
Other equity investments........................... 88.1 29.9 14.1
Sale of subsidiaries............................... - (2.6) 252.1
Issuance and sales of Alliance Units............... 5.5 19.8 -
Issuance and sales of DLJ common stock............. 106.0 18.2 3.0
Other.............................................. .1 (4.4) -
------------- ------------ ------------
Investment (Losses) Gains, Net..................... $ (96.9) $ 100.2 $ (45.2)
============= ============ ============
</TABLE>
Writedowns of fixed maturities amounted to $223.2 million, $101.6 million
and $11.7 million for 1999, 1998 and 1997, respectively, and writedowns of
equity real estate amounted to $136.4 million for 1997. In fourth quarter
1997, the Company reclassified $1,095.4 million depreciated cost of equity
real estate from real estate held for the production of income to real
estate held for sale. Additions to valuation allowances of $227.6 million
were recorded upon these transfers. Additionally, in fourth quarter 1997,
$132.3 million of writedowns on real estate held for production of income
were recorded.
For 1999, 1998 and 1997, respectively, proceeds received on sales of fixed
maturities classified as available for sale amounted to $7,138.6 million,
$15,961.0 million and $9,789.7 million. Gross gains of $74.7 million,
$149.3 million and $166.0 million and gross losses of $214.3 million, $95.1
million and $108.8 million, respectively, were realized on these sales. The
change in unrealized investment (losses) gains related to fixed maturities
classified as available for sale for 1999, 1998 and 1997 amounted to
$(1,313.8) million, $(331.7) million and $513.4 million, respectively.
On January 1, 1999, investments in publicly-traded common equity securities
in the General Account portfolio within other equity investments amounting
to $102.3 million were transferred from available for sale securities to
trading securities. As a result of this transfer, unrealized investment
gains of $83.3 million ($43.2 million net of related DAC and Federal income
taxes) were recognized as realized investment gains in the consolidated
statements of earnings. Net unrealized holding gains of $7.0 million were
included in net investment income in the consolidated statements of
earnings for 1999. These trading securities had a carrying value of $14.1
million and costs of $7.2 million at December 31, 1999.
F-17
<PAGE>
During 1999, DLJ completed its offering of a new class of its Common Stock
to track the financial performance of DLJdirect, its online brokerage
business. As a result of this offering, the Company recorded a non-cash
pre-tax realized gain of $95.8 million.
For 1999, 1998 and 1997, investment results passed through to certain
participating group annuity contracts as interest credited to
policyholders' account balances amounted to $131.5 million, $136.9 million
and $137.5 million, respectively.
In 1997, Equitable Life sold EREIM (other than its interest in Column
Financial, Inc.) ("ERE") to Lend Lease Corporation Limited ("Lend Lease"),
for $400.0 million and recognized an investment gain of $162.4 million, net
of Federal income tax of $87.4 million. Equitable Life entered into
long-term advisory agreements whereby ERE continues to provide
substantially the same services to Equitable Life's General Account and
Separate Accounts, for substantially the same fees, as provided prior to
the sale. Through June 10, 1997, the businesses sold reported combined
revenues of $91.6 million and combined net earnings of $10.7 million.
On June 30, 1997, Alliance reduced the recorded value of goodwill and
contracts associated with Alliance's 1996 acquisition of Cursitor Holdings
L.P. and Cursitor Holdings Limited (collectively, "Cursitor") by $120.9
million since Cursitor's business fundamentals no longer supported the
carrying value of its investment. The Company's earnings from continuing
operations for 1997 included a charge of $59.5 million, net of a Federal
income tax benefit of $10.0 million and minority interest of $51.4 million.
The remaining balance of intangible assets is being amortized over its
estimated useful life of 20 years.
Net unrealized investment gains (losses), included in the consolidated
balance sheets as a component of accumulated comprehensive income and the
changes for the corresponding years, follow:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Balance, beginning of year......................... $ 384.1 $ 533.6 $ 189.9
Changes in unrealized investment (losses) gains.... (1,486.6) (242.4) 543.3
Changes in unrealized investment losses
(gains) attributable to:
Participating group annuity contracts.......... 24.7 (5.7) 53.2
DAC............................................ 208.6 13.2 (89.0)
Deferred Federal income taxes.................. 476.4 85.4 (163.8)
------------- ------------ ------------
Balance, End of Year............................... $ (392.8) $ 384.1 $ 533.6
============= ============ ============
Balance, end of year comprises:
Unrealized investment (losses) gains on:
Fixed maturities............................... $ (773.9) $ 539.9 $ 871.2
Other equity investments....................... (16.3) 92.4 33.7
Other, principally Closed Block................ 46.8 111.1 80.9
------------- ------------ ------------
Total........................................ (743.4) 743.4 985.8
Amounts of unrealized investment gains
attributable to:
Participating group annuity contracts........ - (24.7) (19.0)
DAC.......................................... 80.8 (127.8) (141.0)
Deferred Federal income taxes................ 269.8 (206.8) (292.2)
------------- ------------ ------------
Total.............................................. $ (392.8) $ 384.1 $ 533.6
============= ============ ============
</TABLE>
Changes in unrealized gains (losses) reflect changes in fair value of only
those fixed maturities and equity securities classified as available for
sale and do not reflect any changes in fair value of policyholders' account
balances and future policy benefits.
F-18
<PAGE>
6) ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Accumulated other comprehensive income (loss) represents cumulative gains
and losses on items that are not reflected in earnings. The balances for
the past three years follow:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Unrealized (losses) gains on investments........... $ (392.8) $ 384.1 $ 533.6
Minimum pension liability.......................... (.1) (28.3) (17.3)
------------- ------------ ------------
Total Accumulated Other
Comprehensive (Loss) Income...................... $ (392.9) $ 355.8 $ 516.3
============= ============ ============
</TABLE>
The components of other comprehensive income (loss) for the past three
years follow:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Net unrealized (losses) gains on investment
securities:
Net unrealized (losses) gains arising during
the period..................................... $ (1,682.3) $ (186.1) $ 564.0
Adjustment to reclassify losses (gains)
included in net earnings during the period..... 195.7 (56.3) (20.7)
------------- ------------ ------------
Net unrealized (losses) gains on investment
securities..................................... (1,486.6) (242.4) 543.3
Adjustments for policyholder liabilities,
DAC and deferred Federal income taxes.......... 709.7 92.9 (199.6)
------------- ------------ ------------
Change in unrealized losses (gains), net of
adjustments.................................... (776.9) (149.5) 343.7
Change in minimum pension liability................ 28.2 (11.0) (4.4)
------------- ------------ ------------
Total Other Comprehensive (Loss) Income............ $ (748.7) $ (160.5) $ 339.3
============= ============ ============
</TABLE>
F-19
<PAGE>
7) CLOSED BLOCK
Summarized financial information for the Closed Block follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C
BALANCE SHEETS
Fixed Maturities:
Available for sale, at estimated fair value (amortized cost,
$4,144.8 and $4,149.0)........................................... $ 4,014.0 $ 4,373.2
Mortgage loans on real estate........................................ 1,704.2 1,633.4
Policy loans......................................................... 1,593.9 1,641.2
Cash and other invested assets....................................... 194.4 86.5
DAC.................................................................. 895.5 676.5
Other assets......................................................... 205.3 221.6
------------ ------------
Total Assets......................................................... $ 8,607.3 $ 8,632.4
============ ============
Future policy benefits and policyholders' account balances........... $ 9,011.7 $ 9,013.1
Other liabilities.................................................... 13.3 63.9
------------ ------------
Total Liabilities.................................................... $ 9,025.0 $ 9,077.0
============ ============
</TABLE>
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Premiums and other revenue......................... $ 619.1 $ 661.7 $ 687.1
Investment income (net of investment
expenses of $15.8, $15.5 and $27.0).............. 574.2 569.7 574.9
Investment (losses) gains, net..................... (11.3) .5 (42.4)
------------- ------------ ------------
Total revenues............................... 1,182.0 1,231.9 1,219.6
------------- ------------ ------------
Policyholders' benefits and dividends.............. 1,024.7 1,082.0 1,066.7
Other operating costs and expenses................. 70.9 62.8 50.4
------------- ------------ ------------
Total benefits and other deductions.......... 1,095.6 1,144.8 1,117.1
------------- ------------ ------------
Contribution from the Closed Block................. $ 86.4 $ 87.1 $ 102.5
============= ============ ============
</TABLE>
Impaired mortgage loans along with the related provision for losses
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------
1999 1998
------------- -------------
(IN MILLIONS)
<S> <C> <C>
Impaired mortgage loans with provision for losses...................... $ 26.8 $ 55.5
Impaired mortgage loans without provision for losses................... 4.5 7.6
------------- -------------
Recorded investment in impaired mortgages.............................. 31.3 63.1
Provision for losses................................................... (4.1) (10.1)
------------- -------------
Net Impaired Mortgage Loans............................................ $ 27.2 $ 53.0
============= =============
</TABLE>
During 1999, 1998 and 1997, the Closed Block's average recorded investment
in impaired mortgage loans was $37.0 million, $85.5 million and $110.2
million, respectively. Interest income recognized on these impaired
mortgage loans totaled $3.3 million, $4.7 million and $9.4 million ($.3
million, $1.5 million and $4.1 million recognized on a cash basis) for
1999, 1998 and 1997, respectively.
F-20
<PAGE>
Valuation allowances amounted to $4.6 million and $11.1 million on mortgage
loans on real estate and $24.7 million and $15.4 million on equity real
estate at December 31, 1999 and 1998, respectively. Writedowns of fixed
maturities amounted to $3.5 million for 1997. Writedowns of equity real
estate amounted to $28.8 million for 1997.
In fourth quarter 1997, $72.9 million depreciated cost of equity real
estate held for production of income was reclassified to equity real estate
held for sale. Additions to valuation allowances of $15.4 million were
recorded upon these transfers. Also in fourth quarter 1997, $28.8 million
of writedowns on real estate held for production of income were recorded.
Many expenses related to Closed Block operations are charged to operations
outside of the Closed Block; accordingly, the contribution from the Closed
Block does not represent the actual profitability of the Closed Block
operations. Operating costs and expenses outside of the Closed Block are,
therefore, disproportionate to the business outside of the Closed Block.
F-21
<PAGE>
8) DISCONTINUED OPERATIONS
Summarized financial information for discontinued operations follows:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
BALANCE SHEETS
Mortgage loans on real estate........................................ $ 454.6 $ 553.9
Equity real estate................................................... 426.6 611.0
Other equity investments............................................. 55.8 115.1
Other invested assets................................................ 87.1 24.9
------------ ------------
Total investments.................................................. 1,024.1 1,304.9
Cash and cash equivalents............................................ 164.5 34.7
Other assets......................................................... 213.0 219.0
------------ ------------
Total Assets......................................................... $ 1,401.6 $ 1,558.6
============ ============
Policyholders' liabilities........................................... $ 993.3 $ 1,021.7
Allowance for future losses.......................................... 242.2 305.1
Other liabilities.................................................... 166.1 231.8
------------ ------------
Total Liabilities.................................................... $ 1,401.6 $ 1,558.6
============ ============
</TABLE>
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
STATEMENTS OF EARNINGS
Investment income (net of investment
expenses of $49.3, $63.3 and $97.3).............. $ 98.7 $ 160.4 $ 188.6
Investment (losses) gains, net..................... (13.4) 35.7 (173.7)
Policy fees, premiums and other income............. .2 (4.3) .2
------------- ------------ ------------
Total revenues..................................... 85.5 191.8 15.1
Benefits and other deductions...................... 104.8 141.5 169.5
(Losses charged) earnings credited to allowance
for future losses................................ (19.3) 50.3 (154.4)
------------- ------------ ------------
Pre-tax loss from operations....................... - - -
Pre-tax earnings from releasing (loss from
strengthening) the allowance for future
losses........................................... 43.3 4.2 (134.1)
Federal income tax (expense) benefit............... (15.2) (1.5) 46.9
------------- ------------ ------------
Earnings (Loss) from Discontinued Operations....... $ 28.1 $ 2.7 $ (87.2)
============= ============ ============
</TABLE>
The Company's quarterly process for evaluating the allowance for future
losses applies the current period's results of the discontinued operations
against the allowance, re-estimates future losses and adjusts the
allowance, if appropriate. Additionally, as part of the Company's annual
planning process which takes place in the fourth quarter of each year,
investment and benefit cash flow projections are prepared. These updated
assumptions and estimates resulted in a release of allowance in 1999 and
1998 and strengthening of allowance in 1997.
In fourth quarter 1997, $329.9 million depreciated cost of equity real
estate was reclassified from equity real estate held for production of
income to real estate held for sale. Additions to valuation allowances of
$79.8 million were recognized upon these transfers. Also in fourth quarter
1997, $92.5 million of writedowns on real estate held for production of
income were recognized.
F-22
<PAGE>
Benefits and other deductions includes $26.6 million and $53.3 million of
interest expense related to amounts borrowed from continuing operations in
1998 and 1997, respectively.
Valuation allowances of $1.9 million and $3.0 million on mortgage loans on
real estate and $54.8 million and $34.8 million on equity real estate were
held at December 31, 1999 and 1998, respectively. Writedowns of equity real
estate were $95.7 million in 1997.
During 1999, 1998 and 1997, discontinued operations' average recorded
investment in impaired mortgage loans was $13.8 million, $73.3 million and
$89.2 million, respectively. Interest income recognized on these impaired
mortgage loans totaled $1.7 million, $4.7 million and $6.6 million ($.0
million, $3.4 million and $5.3 million recognized on a cash basis) for
1999, 1998 and 1997, respectively.
At December 31, 1999 and 1998, discontinued operations had real estate
acquired in satisfaction of debt with carrying values of $24.1 million and
$50.0 million, respectively.
9) SHORT-TERM AND LONG-TERM DEBT
Short-term and long-term debt consists of the following:
<TABLE>
<CAPTION>
DECEMBER 31,
---------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Short-term debt...................................................... $ 557.0 $ 179.3
------------ ------------
Long-term debt:
Equitable Life:
Surplus notes, 6.95% due 2005...................................... 399.5 399.4
Surplus notes, 7.70% due 2015...................................... 199.7 199.7
Other.............................................................. .4 .3
------------ ------------
Total Equitable Life........................................... 599.6 599.4
------------ ------------
Wholly Owned and Joint Venture Real Estate:
Mortgage notes, 5.43% - 9.5%, due through 2017..................... 251.3 392.2
------------ ------------
Alliance:
Other.............................................................. - 10.8
------------ ------------
Total long-term debt................................................. 850.9 1,002.4
------------ ------------
Total Short-term and Long-term Debt.................................. $ 1,407.9 $ 1,181.7
============ ============
</TABLE>
Short-term Debt
---------------
Equitable Life has a $700.0 million bank credit facility available to fund
short-term working capital needs and to facilitate the securities
settlement process. The credit facility consists of two types of borrowing
options with varying interest rates and expires in September 2000. The
interest rates are based on external indices dependent on the type of
borrowing and at December 31, 1999 range from 5.76% to 8.5%. There were no
borrowings outstanding under this bank credit facility at December 31,
1999.
Equitable Life has a commercial paper program with an issue limit of $1.0
billion. This program is available for general corporate purposes used to
support Equitable Life's liquidity needs and is supported by Equitable
Life's existing $700.0 million bank credit facility. At December 31, 1999,
there were $166.9 million outstanding under this program.
Alliance has a $425.0 million five-year revolving credit facility with a
group of commercial banks. Under the facility, the interest rate, at the
option of Alliance, is a floating rate generally based upon a defined prime
rate, a rate related to the London Interbank Offered Rate ("LIBOR") or the
Federal Funds Rate. A facility fee is payable on the total facility. During
July 1999, Alliance increased the size of its commercial paper program by
$200.0 million from $425.0 million for a total available limit of $625.0
million. Borrowings from the revolving credit facility and the original
commercial paper program may not exceed $425.0 million in the aggregate.
The revolving credit facility provides backup liquidity for commercial
paper issued under
F-23
<PAGE>
Alliance's commercial paper program and can be used as a direct source of
borrowing. The revolving credit facility contains covenants that require
Alliance to, among other things, meet certain financial ratios. At December
31, 1999, Alliance had commercial paper outstanding totaling $384.7 million
at an effective interest rate of 5.9%; there were no borrowings outstanding
under Alliance's revolving credit facility.
In December 1999, Alliance established a $100.0 million extendible
commercial notes ("ECN") program to supplement its commercial paper
program. ECN's are short-term debt instruments that do not require any
back-up liquidity support.
Long-term Debt
--------------
Several of the long-term debt agreements have restrictive covenants related
to the total amount of debt, net tangible assets and other matters. At
December 31, 1999, the Company is in compliance with all debt covenants.
The Company has pledged real estate, mortgage loans, cash and securities
amounting to $323.6 million and $640.2 million at December 31, 1999 and
1998, respectively, as collateral for certain short-term and long-term
debt.
At December 31, 1999, aggregate maturities of the long-term debt based on
required principal payments at maturity was $3.0 million for 2000 and
$848.7 million for 2005 and thereafter.
10) FEDERAL INCOME TAXES
A summary of the Federal income tax expense in the consolidated statements
of earnings follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Federal income tax expense (benefit):
Current.......................................... $ 174.0 $ 283.3 $ 186.5
Deferred......................................... 158.0 69.8 (95.0)
------------- ------------ ------------
Total.............................................. $ 332.0 $ 353.1 $ 91.5
============= ============ ============
</TABLE>
F-24
<PAGE>
The Federal income taxes attributable to consolidated operations are
different from the amounts determined by multiplying the earnings before
Federal income taxes and minority interest by the expected Federal income
tax rate of 35%. The sources of the difference and their tax effects
follow:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Expected Federal income tax expense................ $ 458.4 $ 414.3 $ 234.7
Non-taxable minority interest...................... (47.8) (33.2) (38.0)
Non-taxable subsidiary gains....................... (37.1) (6.4) -
Adjustment of tax audit reserves................... 27.8 16.0 (81.7)
Equity in unconsolidated subsidiaries.............. (64.0) (39.3) (45.1)
Other.............................................. (5.3) 1.7 21.6
------------- ------------ ------------
Federal Income Tax Expense......................... $ 332.0 $ 353.1 $ 91.5
============= ============ ============
</TABLE>
The components of the net deferred Federal income taxes are as follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999 December 31, 1998
----------------------------- -----------------------------
ASSETS LIABILITIES Assets Liabilities
----------- ------------ ------------ -----------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Compensation and related benefits...... $ - $ 37.7 $ 235.3 $ -
Other.................................. - 20.6 27.8 -
DAC, reserves and reinsurance.......... - 329.7 - 231.4
Investments............................ 115.1 - - 364.4
----------- ------------ ------------ -----------
Total.................................. $ 115.1 $ 388.0 $ 263.1 $ 595.8
=========== ============ ============ ===========
</TABLE>
At December 31, 1999, in conjunction with the non-qualified employee
benefit plans, $236.8 million in deferred tax asset was transferred to the
Holding Company. See Note 12 for discussion of the benefit plans
transferred.
The deferred Federal income taxes impacting operations reflect the net tax
effects of temporary differences between the carrying amounts of assets and
liabilities for financial reporting purposes and the amounts used for
income tax purposes. The sources of these temporary differences and their
tax effects follow:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
DAC, reserves and reinsurance...................... $ 83.2 $ (7.7) $ 46.2
Investments........................................ 3.2 46.8 (113.8)
Compensation and related benefits.................. 21.0 28.6 3.7
Other.............................................. 50.6 2.1 (31.1)
------------- ------------ ------------
Deferred Federal Income Tax
Expense (Benefit)................................ $ 158.0 $ 69.8 $ (95.0)
============= ============ ============
</TABLE>
The Internal Revenue Service (the "IRS") is in the process of examining the
Holding Company's consolidated Federal income tax returns for the years
1992 through 1996. Management believes these audits will have no material
adverse effect on the Company's results of operations.
F-25
<PAGE>
11) REINSURANCE AGREEMENTS
The Insurance Group assumes and cedes reinsurance with other insurance
companies. The Insurance Group evaluates the financial condition of its
reinsurers to minimize its exposure to significant losses from reinsurer
insolvencies. Ceded reinsurance does not relieve the originating insurer of
liability. The effect of reinsurance (excluding group life and health) is
summarized as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Direct premiums.................................... $ 420.6 $ 438.8 $ 448.6
Reinsurance assumed................................ 206.7 203.6 198.3
Reinsurance ceded.................................. (69.1) (54.3) (45.4)
------------- ------------ ------------
Premiums........................................... $ 558.2 $ 588.1 $ 601.5
============= ============ ============
Universal Life and Investment-type Product
Policy Fee Income Ceded.......................... $ 69.7 $ 75.7 $ 61.0
============= ============ ============
Policyholders' Benefits Ceded...................... $ 99.6 $ 85.9 $ 70.6
============= ============ ============
Interest Credited to Policyholders' Account
Balances Ceded................................... $ 38.5 $ 39.5 $ 36.4
============= ============ ============
</TABLE>
Since 1997, the Company reinsures on a yearly renewal term basis 90% of the
mortality risk on new issues of certain term, universal and variable life
products. The Company's retention limit on joint survivorship policies is
$15.0 million. All in force business above $5.0 million is reinsured. The
Insurance Group also reinsures the entire risk on certain substandard
underwriting risks and in certain other cases.
The Insurance Group cedes 100% of its group life and health business to a
third party insurer. Premiums ceded totaled $.1 million, $1.3 million and
$1.6 million for 1999, 1998 and 1997, respectively. Ceded death and
disability benefits totaled $44.7 million, $15.6 million and $4.3 million
for 1999, 1998 and 1997, respectively. Insurance liabilities ceded totaled
$510.5 million and $560.3 million at December 31, 1999 and 1998,
respectively.
F-26
<PAGE>
12) EMPLOYEE BENEFIT PLANS
The Company sponsors qualified and non-qualified defined benefit plans
covering substantially all employees (including certain qualified part-time
employees), managers and certain agents. The pension plans are
non-contributory. Equitable Life's benefits are based on a cash balance
formula or years of service and final average earnings, if greater, under
certain grandfathering rules in the plans. Alliance's benefits are based on
years of credited service, average final base salary and primary social
security benefits. The Company's funding policy is to make the minimum
contribution required by the Employee Retirement Income Security Act of
1974 ("ERISA").
Effective December 31, 1999, the Holding Company legally assumed primary
liability from Equitable Life for all current and future obligations of its
Excess Retirement Plan, Supplemental Executive Retirement Plan and certain
other employee benefit plans that provide participants with medical, life
insurance, and deferred compensation benefits; Equitable Life remains
secondarily liable. The amount of the liability associated with employee
benefits transferred was $676.5 million, including $183.0 million of
non-qualified pension benefit obligations and $394.1 million of
postretirement benefits obligations at December 31, 1999. This transfer was
recorded as a non-cash capital contribution to Equitable Life.
Components of net periodic pension (credit) cost for the qualified and
non-qualified plans follow:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Service cost....................................... $ 36.7 $ 33.2 $ 32.5
Interest cost on projected benefit obligations..... 131.6 129.2 128.2
Actual return on assets............................ (189.8) (175.6) (307.6)
Net amortization and deferrals..................... 7.5 6.1 166.6
------------- ------------ ------------
Net Periodic Pension Cost (Credit)................. $ (14.0) $ (7.1) $ 19.7
============= ============ ============
</TABLE>
The projected benefit obligations under the qualified and non-qualified
pension plans were comprised of:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Benefit obligations, beginning of year................................. $ 1,933.4 $ 1,801.3
Service cost........................................................... 36.7 33.2
Interest cost.......................................................... 131.6 129.2
Actuarial (gains) losses............................................... (53.3) 108.4
Benefits paid.......................................................... (123.1) (138.7)
------------ ------------
Subtotal before transfer............................................... 1,925.3 1,933.4
Transfer of Non-qualified Pension Benefit Obligation
to the Holding Company............................................... (262.5) -
------------ ------------
Benefit Obligation, End of Year........................................ $ 1,662.8 $ 1,933.4
============ ============
</TABLE>
F-27
<PAGE>
The funded status of the qualified and non-qualified pension plans was as
follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Plan assets at fair value, beginning of year........................... $ 2,083.1 $ 1,867.4
Actual return on plan assets........................................... 369.0 338.9
Contributions.......................................................... .1 -
Benefits paid and fees................................................. (108.5) (123.2)
------------ ------------
Plan assets at fair value, end of year................................. 2,343.7 2,083.1
Projected benefit obligations.......................................... 1,925.3 1,933.4
------------ ------------
Excess of plan assets over projected benefit obligations............... 418.4 149.7
Unrecognized prior service cost........................................ (5.2) (7.5)
Unrecognized net (gain) loss from past experience different
from that assumed.................................................... (197.3) 38.7
Unrecognized net asset at transition................................... (.1) 1.5
------------ ------------
Subtotal before transfer............................................... 215.8 182.4
Transfer of Accrued Non-qualified Pension Benefit Obligation
to the Holding Company............................................... 183.0 -
------------ ------------
Prepaid Pension Cost, Net.............................................. $ 398.8 $ 182.4
============ ============
</TABLE>
The prepaid pension cost for pension plans with assets in excess of
projected benefit obligations was $412.2 million and $363.9 million and the
accrued liability for pension plans with projected benefit obligations in
excess of plan assets was $13.5 million and $181.5 million at December 31,
1999 and 1998, respectively.
The pension plan assets include corporate and government debt securities,
equity securities, equity real estate and shares of group trusts managed by
Alliance. The discount rate and rate of increase in future compensation
levels used in determining the actuarial present value of projected benefit
obligations were 8.0% and 6.38%, respectively, at December 31, 1999 and
7.0% and 3.83%, respectively, at December 31, 1998. As of January 1, 1999
and 1998, the expected long-term rate of return on assets for the
retirement plan was 10.0% and 10.25%, respectively.
The Company recorded, as a reduction of shareholder's equity, an additional
minimum pension liability of $.1 million, $28.3 million and $17.3 million,
net of Federal income taxes, at December 31, 1999, 1998 and 1997,
respectively, primarily representing the excess of the accumulated benefit
obligation of the non-qualified pension plan over the accrued liability.
The aggregate accumulated benefit obligation and fair value of plan assets
for pension plans with accumulated benefit obligations in excess of plan
assets were $325.7 million and $36.3 million, respectively, at December 31,
1999 and $309.7 million and $34.5 million, respectively, at December 31,
1998.
Prior to 1987, the qualified plan funded participants' benefits through the
purchase of non-participating annuity contracts from Equitable Life.
Benefit payments under these contracts were approximately $30.2 million,
$31.8 million and $33.2 million for 1999, 1998 and 1997, respectively.
The Company provides certain medical and life insurance benefits
(collectively, "postretirement benefits") for qualifying employees,
managers and agents retiring from the Company (i) on or after attaining age
55 who have at least 10 years of service or (ii) on or after attaining age
65 or (iii) whose jobs have been abolished and who have attained age 50
with 20 years of service. The life insurance benefits are related to age
and salary at retirement. The costs of postretirement benefits are
recognized in accordance with the provisions of SFAS No. 106. The Company
continues to fund postretirement benefits costs on a pay-as-you-go basis
and, for 1999, 1998 and 1997, the Company made estimated postretirement
benefits payments of $29.5 million, $28.4 million and $18.7 million,
respectively.
F-28
<PAGE>
The following table sets forth the postretirement benefits plan's status,
reconciled to amounts recognized in the Company's consolidated financial
statements:
<TABLE>
<CAPTION>
1999 1998 1997
----------------- ---------------- -----------------
(IN MILLIONS)
<S> <C> <C> <C>
Service cost....................................... $ 4.7 $ 4.6 $ 4.5
Interest cost on accumulated postretirement
benefits obligation.............................. 34.4 33.6 34.7
Unrecognized prior service costs................... (7.0) - -
Net amortization and deferrals..................... 8.4 .5 1.9
----------------- ---------------- -----------------
Net Periodic Postretirement Benefits Costs......... $ 40.5 $ 38.7 $ 41.1
================= ================ =================
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Accumulated postretirement benefits obligation, beginning
of year.............................................................. $ 490.4 $ 490.8
Service cost........................................................... 4.7 4.6
Interest cost.......................................................... 34.4 33.6
Contributions and benefits paid........................................ (29.5) (28.4)
Actuarial gains........................................................ (29.0) (10.2)
------------ ------------
Accumulated postretirement benefits obligation, end of year............ 471.0 490.4
Unrecognized prior service cost........................................ 26.9 31.8
Unrecognized net loss from past experience different
from that assumed and from changes in assumptions.................... (86.0) (121.2)
------------ ------------
Subtotal before transfer............................................... 411.9 401.0
Transfer to the Holding Company........................................ (394.1) -
------------ ------------
Accrued Postretirement Benefits Cost................................... $ 17.8 $ 401.0
============ ============
</TABLE>
Since January 1, 1994, costs to the Company for providing these medical
benefits available to retirees under age 65 are the same as those offered
to active employees and medical benefits will be limited to 200% of 1993
costs for all participants.
The assumed health care cost trend rate used in measuring the accumulated
postretirement benefits obligation was 7.5% in 1999, gradually declining to
4.75% in the year 2010, and in 1998 was 8.0%, gradually declining to 2.5%
in the year 2009. The discount rate used in determining the accumulated
postretirement benefits obligation was 8.0% and 7.0% at December 31, 1999
and 1998, respectively.
If the health care cost trend rate assumptions were increased by 1%, the
accumulated postretirement benefits obligation as of December 31, 1999
would be increased 3.55%. The effect of this change on the sum of the
service cost and interest cost would be an increase of 3.91%. If the health
care cost trend rate assumptions were decreased by 1% the accumulated
postretirement benefits obligation as of December 31, 1999 would be
decreased by 4.38%. The effect of this change on the sum of the service
cost and interest cost would be a decrease of 4.96%.
F-29
<PAGE>
13) DERIVATIVES AND FAIR VALUE OF FINANCIAL INSTRUMENTS
Derivatives
-----------
The Insurance Group primarily uses derivatives for asset/liability risk
management and for hedging individual securities. Derivatives mainly are
utilized to reduce the Insurance Group's exposure to interest rate
fluctuations. Accounting for interest rate swap transactions is on an
accrual basis. Gains and losses related to interest rate swap transactions
are amortized as yield adjustments over the remaining life of the
underlying hedged security. Income and expense resulting from interest rate
swap activities are reflected in net investment income. The notional amount
of matched interest rate swaps outstanding at December 31, 1999 and 1998,
respectively, was $797.3 million and $880.9 million. The average unexpired
terms at December 31, 1999 ranged from two months to 5.0 years. At December
31, 1999, the cost of terminating swaps in a loss position was $1.8
million. Equitable Life maintains an interest rate cap program designed to
hedge crediting rates on interest-sensitive individual annuities contracts.
The outstanding notional amounts at December 31, 1999 of contracts
purchased and sold were $7,575.0 million and $875.0 million, respectively.
The net premium paid by Equitable Life on these contracts was $51.6 million
and is being amortized ratably over the contract periods ranging from 1 to
4 years. Income and expense resulting from this program are reflected as an
adjustment to interest credited to policyholders' account balances.
DLJ enters into certain contractual agreements referred to as derivatives
or off-balance-sheet financial instruments primarily for trading purposes
and to provide products for its clients. DLJ performs the following
activities: writing over-the-counter ("OTC") options to accommodate
customer needs; trading in forward contracts in U.S. government and agency
issued or guaranteed securities; trading in futures contracts on equity
based indices, interest rate instruments, and currencies; and issuing
structured products based on emerging market financial instruments and
indices. DLJ also enters into swap agreements, primarily equity, interest
rate and foreign currency swaps. DLJ is not significantly involved in
commodity derivative instruments.
Fair Value of Financial Instruments
-----------------------------------
The Company defines fair value as the quoted market prices for those
instruments that are actively traded in financial markets. In cases where
quoted market prices are not available, fair values are estimated using
present value or other valuation techniques. The fair value estimates are
made at a specific point in time, based on available market information and
judgments about the financial instrument, including estimates of the timing
and amount of expected future cash flows and the credit standing of
counterparties. Such estimates do not reflect any premium or discount that
could result from offering for sale at one time the Company's entire
holdings of a particular financial instrument, nor do they consider the tax
impact of the realization of unrealized gains or losses. In many cases, the
fair value estimates cannot be substantiated by comparison to independent
markets, nor can the disclosed value be realized in immediate settlement of
the instrument.
Certain financial instruments are excluded, particularly insurance
liabilities other than financial guarantees and investment contracts. Fair
market value of off-balance-sheet financial instruments of the Insurance
Group was not material at December 31, 1999 and 1998.
F-30
<PAGE>
Fair values for mortgage loans on real estate are estimated by discounting
future contractual cash flows using interest rates at which loans with
similar characteristics and credit quality would be made. Fair values for
foreclosed mortgage loans and problem mortgage loans are limited to the
estimated fair value of the underlying collateral if lower.
Fair values of policy loans are estimated by discounting the face value of
the loans from the time of the next interest rate review to the present, at
a rate equal to the excess of the current estimated market rates over the
current interest rate charged on the loan.
The estimated fair values for the Company's association plan contracts,
supplementary contracts not involving life contingencies ("SCNILC") and
annuities certain, which are included in policyholders' account balances,
and guaranteed interest contracts are estimated using projected cash flows
discounted at rates reflecting expected current offering rates.
The estimated fair values for variable deferred annuities and single
premium deferred annuities ("SPDA"), which are included in policyholders'
account balances, are estimated by discounting the account value back from
the time of the next crediting rate review to the present, at a rate equal
to the excess of current estimated market rates offered on new policies
over the current crediting rates.
Fair values for long-term debt are determined using published market
values, where available, or contractual cash flows discounted at market
interest rates. The estimated fair values for non-recourse mortgage debt
are determined by discounting contractual cash flows at a rate which takes
into account the level of current market interest rates and collateral
risk. The estimated fair values for recourse mortgage debt are determined
by discounting contractual cash flows at a rate based upon current interest
rates of other companies with credit ratings similar to the Company. The
Company's carrying value of short-term borrowings approximates their
estimated fair value.
The following table discloses carrying value and estimated fair value for
financial instruments not otherwise disclosed in Notes 3, 7 and 8:
<TABLE>
<CAPTION>
DECEMBER 31,
--------------------------------------------------------------------
1999 1998
--------------------------------- ---------------------------------
CARRYING ESTIMATED Carrying Estimated
VALUE FAIR VALUE Value Fair Value
--------------- ---------------- --------------- ---------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
Consolidated Financial Instruments:
-----------------------------------
Mortgage loans on real estate.......... $ 3,270.0 $ 3,239.3 $ 2,809.9 $ 2,961.8
Other limited partnership interests.... 647.9 647.9 562.6 562.6
Policy loans........................... 2,257.3 2,359.5 2,086.7 2,370.7
Policyholders' account balances -
investment contracts................. 12,740.4 12,800.5 12,892.0 13,396.0
Long-term debt......................... 850.9 834.9 1,002.4 1,025.2
Closed Block Financial Instruments:
-----------------------------------
Mortgage loans on real estate.......... $ 1,704.2 $ 1,650.3 $ 1,633.4 $ 1,703.5
Other equity investments............... 36.3 36.3 56.4 56.4
Policy loans........................... 1,593.9 1,712.0 1,641.2 1,929.7
SCNILC liability....................... 22.8 22.5 25.0 25.0
Discontinued Operations Financial
---------------------------------
Instruments:
------------
Mortgage loans on real estate.......... $ 454.6 $ 467.0 $ 553.9 $ 599.9
Fixed maturities....................... 85.5 85.5 24.9 24.9
Other equity investments............... 55.8 55.8 115.1 115.1
Guaranteed interest contracts.......... 33.2 27.5 37.0 34.0
Long-term debt......................... 101.9 101.9 147.1 139.8
</TABLE>
F-31
<PAGE>
14) COMMITMENTS AND CONTINGENT LIABILITIES
The Company has provided, from time to time, certain guarantees or
commitments to affiliates, investors and others. These arrangements include
commitments by the Company, under certain conditions: to make capital
contributions of up to $59.4 million to affiliated real estate joint
ventures; and to provide equity financing to certain limited partnerships
of $373.8 million at December 31, 1999, under existing loan or loan
commitment agreements.
Equitable Life is the obligor under certain structured settlement
agreements which it had entered into with unaffiliated insurance companies
and beneficiaries. To satisfy its obligations under these agreements,
Equitable Life owns single premium annuities issued by previously wholly
owned life insurance subsidiaries. Equitable Life has directed payment
under these annuities to be made directly to the beneficiaries under the
structured settlement agreements. A contingent liability exists with
respect to these agreements should the previously wholly owned subsidiaries
be unable to meet their obligations. Management believes the satisfaction
of those obligations by Equitable Life is remote.
The Insurance Group had $24.9 million of letters of credit outstanding at
December 31, 1999.
15) LITIGATION
The Company
-----------
Life Insurance and Annuity Sales Cases
A number of lawsuits are pending as individual claims and purported class
actions against Equitable Life, its subsidiary insurance company and a
former insurance subsidiary. These actions involve, among other things,
sales of life and annuity products for varying periods from 1980 to the
present, and allege, among other things, sales practice misrepresentation
primarily involving: the number of premium payments required; the propriety
of a product as an investment vehicle; the propriety of a product as a
replacement of an existing policy; and failure to disclose a product as
life insurance. Some actions are in state courts and others are in U.S.
District Courts in different jurisdictions, and are in varying stages of
discovery and motions for class certification.
In general, the plaintiffs request an unspecified amount of damages,
punitive damages, enjoinment from the described practices, prohibition
against cancellation of policies for non-payment of premium or other
remedies, as well as attorneys' fees and expenses. Similar actions have
been filed against other life and health insurers and have resulted in the
award of substantial judgments, including material amounts of punitive
damages, or in substantial settlements. Although the outcome of litigation
cannot be predicted with certainty, particularly in the early stages of an
action, the Company's management believes that the ultimate resolution of
these cases should not have a material adverse effect on the financial
position of the Company. The Company's management cannot make an estimate
of loss, if any, or predict whether or not any such litigation will have a
material adverse effect on the Company's results of operations in any
particular period.
Discrimination Case
Equitable Life is a defendant in an action, certified as a class action in
September 1997, in the United States District Court for the Northern
District of Alabama, Southern Division, involving alleged discrimination on
the basis of race against African-American applicants and potential
applicants in hiring individuals as sales agents. Plaintiffs seek a
declaratory judgment and affirmative and negative injunctive relief,
including the payment of back-pay, pension and other compensation. Although
the outcome of litigation cannot be predicted with certainty, the Company's
management believes that the ultimate resolution of this matter should not
have a material adverse effect on the financial position of the Company.
The Company's management cannot make an estimate of loss, if any, or
predict whether or not such matter will have a material adverse effect on
the Company's results of operations in any particular period.
Agent Health Benefits Case
Equitable Life is a defendant in an action, certified as a class action in
March 1999, in the United States District Court for the Northern District
of California, alleging, among other things, that Equitable Life violated
ERISA by eliminating certain alternatives pursuant to which agents of
Equitable Life could qualify for health care coverage. The class consists
of "[a]ll current, former and retired Equitable agents, who while
F-32
<PAGE>
associated with Equitable satisfied [certain alternatives] to qualify for
health coverage or contributions thereto under applicable plans."
Plaintiffs allege various causes of action under ERISA, including claims
for enforcement of alleged promises contained in plan documents and for
enforcement of agent bulletins, breach of unilateral contract, breach of
fiduciary duty and promissory estoppel. The parties are currently engaged
in discovery. Although the outcome of any litigation cannot be predicted
with certainty, the Company's management believes that the ultimate
resolution of this matter should not have a material adverse effect on the
financial position of the Company. The Company's management cannot make an
estimate of loss, if any, or predict whether or not such matter will have a
material adverse effect on the Company's results of operations in any
particular period.
Prime Property Fund Case
In January 2000, the California Supreme Court denied the Company's petition
for review of an October 1999 decision by the California Superior Court of
Appeal. Such decision reversed the dismissal by the Supreme Court of Orange
County, California of an action which was commenced in 1995 by a real
estate developer in connection with a limited partnership formed in 1991
with the Company on behalf of Prime Property Fund ("PPF"). The Company
serves as investment manager for PPF, an open-end, commingled real estate
separate account of the Company for pension clients. Plaintiff alleges
breach of fiduciary duty and other claims principally in connection with
PPF's 1995 purchase and subsequent foreclosure of the loan which financed
the partnership's property. Plaintiff seeks compensatory and punitive
damages. The case has been remanded to the Superior Court for further
proceedings. Although the outcome of litigation cannot be predicted with
certainty, the Company's management believes that the ultimate resolution
of this matter should not have a material adverse effect on the financial
position of the Company. The Company's management cannot make an estimate
of loss, if any, or predict whether or not this matter will have a material
adverse effect on the Company's results of operations in any particular
period.
Alliance Capital
----------------
In July 1995, a class action complaint was filed against Alliance North
American Government Income Trust, Inc. (the "Fund"), Alliance Holding and
certain other defendants affiliated with Alliance, including the Holding
Company, alleging violations of Federal securities laws, fraud and breach
of fiduciary duty in connection with the Fund's investments in Mexican and
Argentine securities. The original complaint was dismissed in 1996; on
appeal, the dismissal was affirmed. In October 1996, plaintiffs filed a
motion for leave to file an amended complaint, alleging the Fund failed to
hedge against currency risk despite representations that it would do so,
the Fund did not properly disclose that it planned to invest in
mortgage-backed derivative securities and two Fund advertisements
misrepresented the risks of investing in the Fund. In October 1998, the
U.S. Court of Appeals for the Second Circuit issued an order granting
plaintiffs' motion to file an amended complaint alleging that the Fund
misrepresented its ability to hedge against currency risk and denying
plaintiffs' motion to file an amended complaint containing the other
allegations. In December 1999, the United States District Court for the
Southern District of New York granted the defendants' motion for summary
judgment on all claims against all defendants. Later in December 1999, the
plaintiffs filed motions for reconsideration of the Court's ruling. These
motions are currently pending with the Court.
In connection with the Reorganization; Alliance assumed any liabilities
which Alliance Holding may have with respect to this action. Alliance and
Alliance Holding believe that the allegations in the amended complaint are
without merit and intend to vigorously defend against these claims. While
the ultimate outcome of this matter cannot be determined at this time,
management of Alliance Holding and Alliance do not expect that it will have
a material adverse effect on Alliance Holding's or Alliance's results of
operations or financial condition.
DLJSC
-----
Donaldson, Lufkin & Jenrette Securities Corporation ("DLJSC") is a
defendant along with certain other parties in a class action complaint
involving the underwriting of units, consisting of notes and warrants to
purchase common shares, of Rickel Home Centers, Inc. ("Rickel"), which
filed a voluntary petition for reorganization pursuant to Chapter 11 of the
Bankruptcy Code. The complaint seeks unspecified compensatory and punitive
damages from DLJSC, as an underwriter and as an owner of 7.3% of the common
stock, for alleged violation of Federal securities laws and common law
fraud for alleged misstatements and omissions contained in the prospectus
and registration statement used in the offering of the units. In April
1999, the complaint against DLJSC and the other defendants was dismissed.
The plaintiffs have appealed. DLJSC intends to defend itself vigorously
against all the allegations contained in the complaint.
DLJSC is a defendant in a purported class action filed in a Texas State
Court on behalf of the holders of $550 million principal amount of
subordinated redeemable discount debentures of National Gypsum Corporation
("NGC"). The debentures were canceled in connection with a Chapter 11 plan
of reorganization for NGC consummated in July 1993. The litigation seeks
compensatory and punitive damages for DLJSC's activities as financial
advisor to NGC in the course of NGC's Chapter 11 proceedings. In March
1999, the Court granted motions for summary judgment filed by DLJSC and the
other defendants. The plaintiffs have appealed. DLJSC intends to defend
itself vigorously against all the allegations contained in the complaint.
In November 1998, three purported class actions were filed in the U.S.
District Court for the Southern District of New York against more than 25
underwriters of initial public offering securities, including DLJSC. The
complaints allege that defendants conspired to fix the "fee" paid for
underwriting initial public offering securities by setting the
underwriters' discount or "spread" at 7%, in violation of the Federal
antitrust laws. The complaints seek treble damages in an unspecified amount
and injunctive relief as well as attorneys' fees and costs. In March 1999,
the plaintiffs filed a consolidated amended complaint. A motion by all
defendants
F-33
<PAGE>
to dismiss the complaints on several grounds is pending. Separately, the
U.S. Department of Justice has issued a Civil Investigative Demand to
several investment banking firms, including DLJSC, seeking documents and
information relating to "alleged" price-fixing with respect to underwriting
spreads in initial public offerings. The Justice Department has not made
any charges against DLJSC or the other investment banking firms. DLJSC is
cooperating with the Justice Department in providing the requested
information and believes that no violation of law by DLJSC has occurred.
Although there can be no assurance, DLJ's management does not believe that
the ultimate resolution of the litigations described above to which DLJSC
is a party will have a material adverse effect on DLJ's consolidated
financial condition. Based upon the information currently available to it,
DLJ's management cannot predict whether or not such litigations will have a
material adverse effect on DLJ's results of operations in any particular
period.
Other Matters
In addition to the matters described above, the Holding Company and its
subsidiaries are involved in various legal actions and proceedings in
connection with their businesses. Some of the actions and proceedings have
been brought on behalf of various alleged classes of claimants and certain
of these claimants seek damages of unspecified amounts. While the ultimate
outcome of such matters cannot be predicted with certainty, in the opinion
of management no such matter is likely to have a material adverse effect on
the Company's consolidated financial position or results of operations.
16) LEASES
The Company has entered into operating leases for office space and certain
other assets, principally information technology equipment and office
furniture and equipment. Future minimum payments under noncancelable leases
for 2000 and the four successive years are $111.2 million, $93.3 million,
$78.3 million, $71.9 million, $66.5 million and $523.7 million thereafter.
Minimum future sublease rental income on these noncancelable leases for
2000 and the four successive years is $5.2 million, $4.1 million, $2.8
million, $2.8 million, $2.8 million and $23.8 million thereafter.
At December 31, 1999, the minimum future rental income on noncancelable
operating leases for wholly owned investments in real estate for 2000 and
the four successive years is $120.7 million, $113.5 million, $96.0 million,
$79.7 million, $74.1 million and $354.6 million thereafter.
17) OTHER OPERATING COSTS AND EXPENSES
Other operating costs and expenses consisted of the following:
<TABLE>
<CAPTION>
1999 1998 1997
------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C>
Compensation costs................................. $ 1,010.6 $ 772.0 $ 721.5
Commissions........................................ 549.5 478.1 409.6
Short-term debt interest expense................... 16.7 26.1 31.7
Long-term debt interest expense.................... 76.3 84.6 121.2
Amortization of policy acquisition costs........... 314.5 292.7 287.3
Capitalization of policy acquisition costs......... (709.9) (609.1) (508.0)
Writedown of policy acquisition costs.............. 131.7 - -
Rent expense, net of sublease income............... 113.9 100.0 101.8
Cursitor intangible assets writedown............... - - 120.9
Other.............................................. 1,294.0 1,056.8 917.9
------------- ------------ ------------
Total.............................................. $ 2,797.3 $ 2,201.2 $ 2,203.9
================= ================ =================
</TABLE>
F-34
<PAGE>
During 1997, the Company restructured certain operations in connection with
cost reduction programs and recorded a pre-tax provision of $42.4 million.
The amount paid during 1999 associated with cost reduction programs totaled
$15.6 million. At December 31, 1999, the remaining liabilities associated
with cost reduction programs was $8.8 million. The 1997 cost reduction
program included costs related to employee termination and exit costs.
18) INSURANCE GROUP STATUTORY FINANCIAL INFORMATION
Equitable Life is restricted as to the amounts it may pay as shareholder
dividends. Under the New York Insurance Law, the Superintendent has broad
discretion to determine whether the financial condition of a stock life
insurance company would support the payment of dividends to its
shareholders. For 1999, 1998 and 1997, statutory net income (loss) totaled
$547.0 million, $384.4 million and ($351.7) million, respectively.
Statutory surplus, capital stock and Asset Valuation Reserve ("AVR")
totaled $5,570.6 million and $4,728.0 million at December 31, 1999 and
1998, respectively. In September 1999, $150.0 million in dividends were
paid to the Holding Company by Equitable Life, the first such payment since
Equitable Life's demutualization in 1992.
At December 31, 1999, the Insurance Group, in accordance with various
government and state regulations, had $26.8 million of securities deposited
with such government or state agencies.
The differences between statutory surplus and capital stock determined in
accordance with Statutory Accounting Principles ("SAP") and total
shareholder's equity under GAAP are primarily: (a) the inclusion in SAP of
an AVR intended to stabilize surplus from fluctuations in the value of the
investment portfolio; (b) future policy benefits and policyholders' account
balances under SAP differ from GAAP due to differences between actuarial
assumptions and reserving methodologies; (c) certain policy acquisition
costs are expensed under SAP but deferred under GAAP and amortized over
future periods to achieve a matching of revenues and expenses; (d) external
and certain internal costs incurred to obtain or develop internal use
computer software during the application development stage is capitalized
under GAAP but expensed under SAP; (e) Federal income taxes are generally
accrued under SAP based upon revenues and expenses in the Federal income
tax return while under GAAP deferred taxes provide for timing differences
between recognition of revenues and expenses for financial reporting and
income tax purposes; (f) the valuation of assets under SAP and GAAP differ
due to different investment valuation and depreciation methodologies, as
well as the deferral of interest-related realized capital gains and losses
on fixed income investments; and (g) differences in the accrual
methodologies for post-employment and retirement benefit plans.
F-35
<PAGE>
19) BUSINESS SEGMENT INFORMATION
The Company's operations consist of Insurance and Investment Services. The
Company's management evaluates the performance of each of these segments
independently and allocates resources based on current and future
requirements of each segment. Management evaluates the performance of each
segment based upon operating results adjusted to exclude the effect of
unusual or non-recurring events and transactions and certain revenue and
expense categories not related to the base operations of the particular
business net of minority interest. Information for all periods is presented
on a comparable basis.
Intersegment investment advisory and other fees of approximately $75.6
million, $61.8 million and $84.1 million for 1999, 1998 and 1997,
respectively, are included in total revenues of the Investment Services
segment. These fees, excluding amounts related to discontinued operations
of $.5 million, $.5 million and $4.2 million for 1999, 1998 and 1997,
respectively, are eliminated in consolidation.
The following tables reconcile each segment's revenues and operating
earnings to total revenues and earnings from continuing operations before
Federal income taxes and cumulative effect of accounting change as reported
on the consolidated statements of earnings and the segments' assets to
total assets on the consolidated balance sheets, respectively.
<TABLE>
<CAPTION>
INVESTMENT
INSURANCE SERVICES ELIMINATION TOTAL
------------- ------------ ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1999
----
Segment revenues..................... $ 4,283.0 $ 2,052.7 $ (23.8) $ 6,311.9
Investment (losses) gains............ (199.4) 111.5 - (87.9)
------------- ------------ ------------ ------------
Total Revenues....................... $ 4,083.6 $ 2,164.2 $ (23.8) $ 6,224.0
============= ============ ============ ============
Pre-tax operating earnings........... $ 895.7 $ 427.0 $ - $ 1,322.7
Investment (losses) gains , net of
DAC and other charges.............. (208.4) 110.5 - (97.9)
Non-recurring DAC adjustments........ (131.7) - - (131.7)
Pre-tax minority interest............ - 216.8 - 216.8
------------- ------------ ------------ ------------
Earnings from Continuing
Operations......................... $ 555.6 $ 754.3 $ - $ 1,309.9
============= ============ ============ ============
Total Assets......................... $ 86,842.7 $ 12,961.7 $ (8.9) $ 99,795.5
============= ============ ============ ============
1998
----
Segment revenues..................... $ 4,029.8 $ 1,438.4 $ (5.7) $ 5,462.5
Investment gains..................... 64.8 35.4 - 100.2
------------- ------------ ------------ ------------
Total Revenues....................... $ 4,094.6 $ 1,473.8 $ (5.7) $ 5,562.7
============= ============ ============ ============
Pre-tax operating earnings........... $ 688.6 $ 284.3 $ - $ 972.9
Investment gains, net of
DAC and other charges.............. 41.7 27.7 - 69.4
Pre-tax minority interest............ - 141.5 - 141.5
------------- ------------ ------------ ------------
Earnings from Continuing
Operations......................... 730.3 453.5 - 1,183.8
============= ============ ============ ============
Total Assets......................... $ 75,626.0 $ 12,379.2 $ (64.4) $ 87,940.8
============= ============ ============ ============
</TABLE>
F-36
<PAGE>
<TABLE>
<CAPTION>
INVESTMENT
INSURANCE SERVICES ELIMINATION TOTAL
------------- ------------ ------------ ------------
<S> <C> <C> <C> <C>
1997
----
Segment revenues..................... $ 3,990.8 $ 1,200.0 $ (7.7) $ 5,183.1
Investment (losses) gains............ (318.8) 255.1 - (63.7)
------------- ------------ ------------ ------------
Total Revenues....................... $ 3,672.0 $ 1,455.1 $ (7.7) $ 5,119.4
============= ============ ============ ============
Pre-tax operating earnings........... $ 507.0 $ 258.3 $ - $ 765.3
Investment (losses) gains, net of
DAC and other charges.............. (292.5) 252.7 - (39.8)
Non-recurring costs and expenses..... (41.7) (121.6) - (163.3)
Pre-tax minority interest............ - 108.5 - 108.5
------------- ------------ ------------ ------------
Earnings from Continuing
Operations......................... $ 172.8 $ 497.9 $ - $ 670.7
============= ============ ============ ============
Total Assets......................... $ 67,762.4 $ 13,691.4 $ (96.1) $ 81,357.7
============= ============ ============ ============
</TABLE>
20) QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The quarterly results of operations for 1999 and 1998 are summarized below:
<TABLE>
<CAPTION>
THREE MONTHS ENDED
------------------------------------------------------------------------
MARCH 31 JUNE 30 SEPTEMBER 30 DECEMBER 31
------------- ------------- ------------ ------------
(IN MILLIONS)
<S> <C> <C> <C> <C>
1999
----
Total Revenues................ $ 1,484.3 $ 1,620.3 $ 1,512.1 $ 1,607.3
============= ============= ============ ============
Earnings from Continuing
Operations.................. $ 187.3 $ 222.6 $ 186.5 $ 182.1
============= ============= ============ ============
Net Earnings.................. $ 182.0 $ 221.3 $ 183.1 $ 220.2
============= ============= ============ ============
1998
----
Total Revenues................ $ 1,470.2 $ 1,422.9 $ 1,297.6 $ 1,372.0
============= ============= ============ ============
Earnings from Continuing
Operations.................. $ 212.8 $ 197.0 $ 136.8 $ 158.9
============= ============= ============ ============
Net Earnings.................. $ 213.3 $ 198.3 $ 137.5 $ 159.1
============= ============= ============ ============
</TABLE>
F-37
<PAGE>
21) INVESTMENT IN DLJ
At December 31, 1999, the Company's ownership of DLJ interest was
approximately 31.71%. The Company's ownership interest in DLJ will continue
to be reduced upon the exercise of options granted to certain DLJ employees
and the vesting of forfeitable restricted stock units acquired by DLJ
employees. DLJ restricted stock units represent forfeitable rights to
receive approximately 5.2 million shares of DLJ common stock through
February 2000.
The results of operations of DLJ are accounted for on the equity basis and
are included in commissions, fees and other income in the consolidated
statements of earnings. The Company's carrying value of DLJ is included in
investment in and loans to affiliates in the consolidated balance sheets.
Summarized balance sheets information for DLJ, reconciled to the Company's
carrying value of DLJ, are as follows:
<TABLE>
<CAPTION>
DECEMBER 31,
-------------------------------
1999 1998
------------ ------------
(IN MILLIONS)
<S> <C> <C>
Assets:
Trading account securities, at market value............................ $ 27,982.4 $ 13,195.1
Securities purchased under resale agreements........................... 29,538.1 20,063.3
Broker-dealer related receivables...................................... 44,998.1 34,264.5
Other assets........................................................... 6,493.5 4,759.3
------------ ------------
Total Assets........................................................... $ 109,012.1 $ 72,282.2
============ ============
Liabilities:
Securities sold under repurchase agreements............................ $ 56,474.4 $ 35,775.6
Broker-dealer related payables......................................... 37,207.4 26,161.5
Short-term and long-term debt.......................................... 6,518.6 3,997.6
Other liabilities...................................................... 4,704.5 3,219.8
------------ ------------
Total liabilities...................................................... 104,904.9 69,154.5
DLJ's company-obligated mandatorily redeemed preferred
securities of subsidiary trust holding solely debentures of DLJ...... 200.0 200.0
Total shareholders' equity............................................. 3,907.2 2,927.7
------------ ------------
Total Liabilities, Cumulative Exchangeable Preferred Stock and
Shareholders' Equity................................................. $ 109,012.1 $ 72,282.2
============ ============
DLJ's equity as reported............................................... $ 3,907.2 $ 2,927.7
Unamortized cost in excess of net assets acquired in 1985
and other adjustments................................................ 22.9 23.7
The Holding Company's equity ownership in DLJ.......................... (1,341.4) (1,002.4)
Minority interest in DLJ............................................... (1,479.3) (1,118.2)
------------ ------------
The Company's Carrying Value of DLJ.................................... $ 1,109.4 $ 830.8
============ ============
</TABLE>
F-38
<PAGE>
Summarized statements of earnings information for DLJ reconciled to the
Company's equity in earnings of DLJ is as follows:
<TABLE>
<CAPTION>
1999 1998 1997
------------ ------------ -------------
(IN MILLIONS)
<S> <C> <C> <C>
Commission, fees and other income..................... $ 4,145.1 $ 3,150.5 $ 2,430.7
Net investment income................................. 2,175.3 2,189.1 1,652.1
Principal Transactions, net........................... 825.9 67.4 557.7
------------ ------------ -------------
Total revenues........................................ 7,146.3 5,407.0 4,640.5
Total expenses including income taxes................. 6,545.6 5,036.2 4,232.2
------------ ------------ -------------
Net earnings.......................................... 600.7 370.8 408.3
Dividends on preferred stock.......................... 21.2 21.3 12.2
------------ ------------ -------------
Earnings Applicable to Common Shares.................. $ 579.5 $ 349.5 $ 396.1
============ ============ =============
DLJ's earnings applicable to common shares as
reported............................................ $ 579.5 $ 349.5 $ 396.1
Amortization of cost in excess of net assets
acquired in 1985.................................... (.9) (.8) (1.3)
The Holding Company's equity in DLJ's earnings........ (222.7) (136.8) (156.8)
Minority interest in DLJ.............................. (172.9) (99.5) (109.1)
------------ ------------ -------------
The Company's Equity in DLJ's Earnings................ $ 183.0 $ 112.4 $ 128.9
============ ============ =============
</TABLE>
22) ACCOUNTING FOR STOCK-BASED COMPENSATION
The Holding Company sponsors a stock incentive plan for employees of
Equitable Life. DLJ and Alliance each sponsor their own stock option plans
for certain employees. The Company has elected to continue to account for
stock-based compensation using the intrinsic value method prescribed in APB
No. 25. Had compensation expense for the Holding Company, DLJ and Alliance
Stock Option Incentive Plan options been determined based on SFAS No. 123's
fair value based method, the Company's pro forma net earnings for 1999,
1998 and 1997 would have been $757.1 million, $678.4 million and $426.3
million, respectively.
The fair values of options granted after December 31, 1994, used as a basis
for the pro forma disclosures above, were estimated as of the grant dates
using the Black-Scholes option pricing model. The option pricing
assumptions for 1999, 1998 and 1997 follow:
<TABLE>
<CAPTION>
HOLDING COMPANY DLJ ALLIANCE
------------------------------ ------------------------------- ----------------------------------
1999 1998 1997 1999 1998 1997 1999 1998 1997
--------- ---------- --------- ---------- --------- ---------- --------- ------------ -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Dividend yield...... 0.31% 0.32% 0.48% 0.56% 0.69% 0.86% 8.70% 6.50% 8.00%
Expected volatility. 28% 28% 20% 36% 40% 33% 29% 29% 26%
Risk-free interest
rate.............. 5.46% 5.48% 5.99% 5.06% 5.53% 5.96% 5.70% 4.40% 5.70%
Expected life
in years.......... 5 5 5 5 5 5 7 7.2 7.2
Weighted average
fair value per
option at
grant-date........ $10.78 $11.32 $6.13 $17.19 $16.27 $10.81 $3.88 $3.86 $2.18
</TABLE>
F-39
<PAGE>
A summary of the Holding Company, DLJ and Alliance's option plans follows:
<TABLE>
<CAPTION>
HOLDING COMPANY DLJ ALLIANCE
----------------------------- ----------------------------- -----------------------------
Weighted Weighted Weighted
Average Average Average
Exercise Exercise Exercise
Price of Price of Price of
Shares Options Shares Options Units Options
(In Millions) Outstanding (In Millions) Outstanding (In Millions) Outstanding
--------------- ------------- --------------- ------------- -----------------------------
<S> <C> <C> <C> <C> <C> <C>
Balance as of
January 1, 1997........ 13.4 $10.40 22.2 $14.03 10.0 $ 9.54
Granted................ 6.4 $20.93 6.4 $30.54 2.2 $18.28
Exercised.............. (3.2) $10.13 (.2) $16.01 (1.2) $ 8.06
Forfeited.............. (.8) $11.72 (.2) $13.79 (.4) $10.64
--------------- ------------- ---------------
Balance as of
December 31, 1997...... 15.8 $14.53 28.2 $17.78 10.6 $11.41
Granted................ 8.6 $33.13 1.5 $38.59 2.8 $26.28
Exercised.............. (2.2) $10.59 (1.4) $14.91 (.9) $ 8.91
Forfeited.............. (.8) $23.51 (.1) $17.31 (.2) $13.14
--------------- ------------- ---------------
Balance as of
December 31, 1998...... 21.4 $22.00 28.2 $19.04 12.3 $14.92
Granted................ 4.3 $31.70 4.8 $45.23 2.0 $30.18
Exercised.............. (2.4) $13.26 (2.2) $34.61 (1.5) $ 9.51
Forfeited.............. (.6) $24.29 (.1) $15.85 (.3) $17.79
--------------- ------------- ---------------
Balance as of
December 31, 1999...... 22.7 $24.60 30.7 $23.30 12.5 $17.95
=============== ============= ===============
</TABLE>
F-40
<PAGE>
Information about options outstanding and exercisable at December 31, 1999
follows:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
--------------------------------------------------- -------------------------------------
Weighted
Average Weighted Weighted
Range of Number Remaining Average Number Average
Exercise Outstanding Contractual Exercise Exercisable Exercise
Prices (In Millions) Life (Years) Price (In Millions) Price
- -------------------- ------------------ ---------------- --------------- ------------------ ----------------
Holding
Company
- --------------------
<S> <C> <C> <C> <C> <C> <C>
$ 9.06 -$13.88 5.6 4.2 $10.50 10.9 $18.98
$14.25 -$22.63 5.2 7.7 $20.95 - -
$25.32 -$34.59 8.2 8.7 $29.08 - -
$40.97 -$41.28 3.7 8.6 $41.28 - -
----------------- ------------------
$ 9.06 -$41.28 22.7 7.3 $24.60 10.9 $18.98
================= ================ =============== ================== ================
DLJ
- --------------------
$13.50 -$25.99 20.2 8.4 $14.61 20.6 $16.62
$26.00 -$38.99 4.9 7.8 $33.99 - -
$39.00 -$52.875 4.8 9.0 $43.28 - -
$53.00 -$76.875 .8 9.7 $57.09 - -
----------------- ------------------
$13.50 -$76.875 30.7 8.4 $23.30 20.6 $16.62
================= ================ =============== ================== ================
Alliance
- --------------------
$ 3.66 -$ 9.81 2.6 3.8 $ 8.31 2.2 $ 8.12
$ 9.88 -$12.56 3.3 5.6 $11.16 2.6 $10.92
$13.75 -$18.47 1.8 7.9 $18.34 .7 $18.34
$18.78 -$26.31 2.8 8.9 $26.16 .6 $26.06
$27.31 -$30.94 2.0 9.9 $30.24 - -
----------------- ------------------
$ 3.66 -$30.94 12.5 7.0 $17.95 6.1 $12.12
================= ================ =============== ================== ================
</TABLE>
F-41
<PAGE>
Supplement dated May 1, 2000 to Prospectus dated May 1, 2000
------------------------------------------------------------------------
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
----------------------------------
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, 2000 for the
appropriate Members Retirement Program.
- ------------------------------------------------------------------------------
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
<PAGE>
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
October 1999 $9.8568
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, 2000 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, 2000
prospectus and Statement of Additional Information.
4
<PAGE>
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 AXA Financial, Inc., and their subsidiaries managed assets of
approximately $462.7 billion as of December 31, 1999, including third party
assets of $340.6 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, 2000 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 1999, 1998 and 1997, the Fund paid $5,877,438, $4,288,187 and $3,698,148,
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, 2000 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, 1999 8
Statement of Operations and Changes in Net Assets
for the Years Ended December 31, 1999 and 1998 9
Portfolio of Investments
December 31, 1999 10
Notes to Financial Statements 15
6
<PAGE>
- --------------------------------------------------------------------------------
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, 1999, the results of its operations for the year then ended and
changes in its net assets for each of the two years then ended, in conformity
with accounting principles generally accepted in the United States of America.
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 auditing standards generally accepted in the
United States of America, 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, 1999 by
correspondence with the custodian and brokers, provide a reasonable basis for
the opinion expressed above.
PricewaterhouseCoopers LLP
New York, New York
February 1, 2000
7
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Statement of Assets and Liabilities
December 31, 1999
<TABLE>
<S> <C>
- ------------------------------------------------------------------------------------------------------------
ASSETS:
Investments (Notes 2 and 3):
Common stocks -- at market value (cost: $1,333,345,581) ................................. $1,777,794,011
Long-term debt securities -- at market value (amortized cost: $7,810,985) ............... 11,874,375
Participation in Separate Account No. 2A -- at amortized cost, which approximates market
value, equivalent to
120,801 units at $300.60 ............................................................... 36,312,393
Receivable for investment securities sold ................................................ 6,662,243
Dividends and interest receivable ........................................................ 1,361,064
- ------------------------------------------------------------------------------------------------------------
Total assets ........................................................................... 1,834,004,086
- ------------------------------------------------------------------------------------------------------------
LIABILITIES:
Due to Equitable Life's General Account .................................................. 39,371,465
Payable for investment securities purchased .............................................. 1,639,781
Custodian fee payable .................................................................... 367,334
Investment management fees payable ....................................................... 3,770
Accrued expense .......................................................................... 482,251
- ------------------------------------------------------------------------------------------------------------
Total liabilities ...................................................................... 41,864,601
- ------------------------------------------------------------------------------------------------------------
NET ASSETS ............................................................................... $1,792,139,485
============================================================================================================
Amount retained by Equitable Life in Separate Account No. 4 .............................. $ 2,714,541
Net assets attributable to contract owners ............................................... 1,735,846,337
Net assets attributable to annuity benefits .............................................. 53,578,607
- ------------------------------------------------------------------------------------------------------------
NET ASSETS ............................................................................... $1,792,139,485
============================================================================================================
</TABLE>
See Notes to Financial Statements.
8
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITD STATES
Statement of Operations
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<S> <C>
- ----------------------------------------------------------------------------------------
INVESTMENT INCOME (NOTE 2):
Dividends ............................................................. $ 9,728,926
Interest .............................................................. 421,216
- ----------------------------------------------------------------------------------------
Total investment income ............................................... 10,150,142
- ----------------------------------------------------------------------------------------
EXPENSES (NOTE 4):
Asset and investment management fees .................................. (7,361,227)
Administrative fees ................................................... (6,442,906)
Operating expenses .................................................... (569,529)
- ----------------------------------------------------------------------------------------
Total expenses ........................................................ (14,373,662)
- ----------------------------------------------------------------------------------------
Net investment loss ................................................... (4,223,520)
- ----------------------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS (NOTE 2):
Realized gain from security and foreign currency transactions ......... 294,811,943
Change in unrealized appreciation/depreciation of investments ......... 264,368,034
- ----------------------------------------------------------------------------------------
Net Realized and Unrealized Gain on Investments ....................... 559,179,977
- ----------------------------------------------------------------------------------------
NET INCREASE IN NET ASSETS ATTRIBUTABLE TO OPERATIONS ................. $ 554,956,457
========================================================================================
</TABLE>
See Notes to Financial Statements.
9
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Statements of Changes in Net Assets
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31,
1999 1998
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
INCREASE (DECREASE) IN NET ASSETS:
FROM OPERATIONS:
Net investment loss .......................................................... $ (4,223,520) $ (5,333,397)
Net realized gain on investments and foreign currency transactions ........... 294,811,943 424,897,105
Change in unrealized appreciation/depreciation of investments ................ 264,368,034 (505,981,445)
- -----------------------------------------------------------------------------------------------------------------------
Net increase (decrease) in net assets attributable to operations ............. 554,956,457 (86,417,737)
- -----------------------------------------------------------------------------------------------------------------------
FROM CONTRIBUTIONS AND WITHDRAWALS:
Contributions ................................................................ 369,385,670 451,738,195
Withdrawals .................................................................. (1,245,308,651) (897,373,357)
- -----------------------------------------------------------------------------------------------------------------------
Net decrease in net assets attributable to contributions and withdrawals ..... (875,922,981) (445,635,162)
- -----------------------------------------------------------------------------------------------------------------------
Net increase in net assets attributable to Equitable Life's transactions ..... 58,823 23,520
- -----------------------------------------------------------------------------------------------------------------------
DECREASE IN NET ASSETS ....................................................... (320,907,701) (532,029,379)
NET ASSETS -- BEGINNING OF YEAR .............................................. 2,113,047,186 2,645,076,565
- -----------------------------------------------------------------------------------------------------------------------
NET ASSETS -- END OF YEAR .................................................... $ 1,792,139,485 $2,113,047,186
=======================================================================================================================
</TABLE>
See Notes to Financial Statements.
10
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- December 31, 1999
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- ------------------------------------------------------------------------------
<S> <C> <C>
COMMON STOCKS:
BASIC MATERIALS
CHEMICALS-SPECIALTY (0.4%)
Lyondell Chemical Company ...................... 600,000 $ 7,650,000
------------
TOTAL BASIC MATERIALS (0.4%) ................... 7,650,000
------------
CONSUMER CYCLICALS
AIRLINES (11.5%)
Alaska Air Group, Inc.* ........................ 540,000 18,967,500
America West Holdings Corp. (Class B)* ......... 90,000 1,867,500
Continental Airlines, Inc. (Class B)* .......... 2,935,000 130,240,624
Northwest Airlines Corp. (Class A)* ............ 2,475,000 55,068,750
------------
206,144,374
------------
APPAREL, TEXTILE (1.9%)
Mohawk Industries, Inc.* ....................... 577,600 15,234,200
Unifi, Inc.* ................................... 1,575,000 19,392,188
------------
34,626,388
------------
AUTO RELATED (1.7%)
Budget Group, Inc.* ............................ 1,225,000 11,101,563
Dollar Thrifty Automotive Group, Inc.* ......... 780,000 18,671,250
Monaco Coach Corp.* ............................ 10,200 260,738
------------
30,033,551
------------
FOOD SERVICES, LODGING (1.1%)
Extended Stay America, Inc.* ................... 2,665,000 20,320,625
------------
HOUSEHOLD FURNITURE, APPLIANCES (0.8%)
Industrie Natuzzi Spa (ADR) .................... 1,053,900 13,964,175
------------
LEISURE RELATED (10.1%)
Carnival Corp. ................................. 1,124,200 53,750,813
Cendant Corporation* ........................... 660,000 17,531,250
Metro-Goldwyn-Mayer, Inc.* ..................... 200,000 4,712,500
Park Place Entertainment Corp.* ................ 600,000 7,500,000
Royal Caribbean Cruises Ltd.* .................. 1,950,000 96,159,374
------------
179,653,937
------------
</TABLE>
11
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- December 31, 1999 (Continued)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- -------------------------------------------------------------------------------------
<S> <C> <C>
RETAIL -- GENERAL (1.2%)
Bed Bath & Beyond, Inc.* .............................. 240,000 $ 8,340,000
TJX Cos., Inc. ........................................ 320,000 6,540,000
Venator Group, Inc.* .................................. 975,000 6,825,000
------------
21,705,000
------------
TOTAL CONSUMER CYCLICALS (28.3%) ...................... 506,448,050
------------
CONSUMER NONCYCLICALS
BEVERAGES (0.2%)
Pepsi Bottling Group, Inc. ............................ 200,000 3,312,500
------------
HOSPITAL SUPPLIES & SERVICES (5.0%)
Health Management Associates, Inc. (Class A)* ......... 3,119,200 41,719,300
HEALTHSOUTH Corp.* .................................... 3,250,000 17,468,750
McKesson HBOC, Inc. ................................... 300,000 6,768,750
Quintiles Transnational Corp.* ........................ 585,000 10,932,188
Tenet Healthcare Corp.* ............................... 535,000 12,572,500
------------
89,461,488
------------
MEDIA & CABLE (1.1%)
Rogers Communications, Inc. (Class B)* ................ 620,000 15,345,000
UnitedGlobalcom, Inc. (Class A)* ...................... 50,000 3,531,250
------------
18,876,250
------------
RETAIL -- FOOD (0.1%)
Kroger Co.* ........................................... 150,000 2,831,250
------------
TOTAL CONSUMER NONCYCLICALS (6.4%) .................... 114,481,488
------------
CREDIT-SENSITIVE
BANKS (0.3%)
Bank of Tokyo-Mitsubishi Ltd. ......................... 345,000 4,808,438
------------
FINANCIAL SERVICES (8.9%)
Associates First Capital Corp. (Class A) .............. 650,000 17,834,375
CIT Group, Inc. (Class A) ............................. 399,170 8,432,466
Edwards (A.G.), Inc. .................................. 805,000 25,810,313
Legg Mason, Inc. ...................................... 2,965,000 107,481,250
------------
159,558,404
------------
</TABLE>
12
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- December 31, 1999 (Continued)
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- -------------------------------------------------------------------------------------
<S> <C> <C>
INSURANCE (9.1%)
Ace Ltd. .............................................. 2,000,000 $ 33,375,000
CNA Financial Corp.* .................................. 3,323,500 129,408,780
------------
162,783,780
------------
REAL ESTATE (0.3%)
Prime Retail, Inc. .................................... 1,000,000 5,625,000
------------
UTILITY -- TELEPHONE (8.4%)
Centurytel, Inc. ...................................... 110,100 5,215,988
Tele Celular Sul Participacoes (ADR) .................. 50,000 1,587,500
Tele Centro Oeste Celular Participacoes (ADR) ......... 100,000 650,000
Tele Nordeste Celular Participacoes (ADR) ............. 30,000 1,515,000
Tele Sudeste Celular Participacoes (ADR) .............. 349,300 13,557,206
Telemig Celular Participacoes (ADR) ................... 100,000 4,618,750
Telephone & Data Systems, Inc. ........................ 790,000 99,540,000
Telesp Celular Participacoes (ADR) .................... 200,000 8,475,000
Viatel, Inc.* ......................................... 297,200 15,937,350
------------
151,096,794
------------
TOTAL CREDIT-SENSITIVE (27.0%) ........................ 483,872,416
------------
ENERGY
OIL -- DOMESTIC (2.5%)
Kerr-McGee Corp. ...................................... 585,000 36,270,000
Murphy Oil Corp. ...................................... 145,000 8,319,375
------------
44,589,375
------------
OIL -- INTERNATIONAL (0.1%)
IRI International Corporation* ........................ 305,000 1,220,000
------------
OIL -- SUPPLIES & CONSTRUCTION (0.7%)
Stolt Comex Seaway S.A.* .............................. 165,000 1,825,313
Stolt Comex Seaway S.A. (ADR) (Class A)* .............. 1,058,000 11,638,000
------------
13,463,313
------------
TOTAL ENERGY (3.3%) ................................... 59,272,688
------------
</TABLE>
13
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- December 31, 1999 (Continued)
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------
NUMBER OF MARKET
SHARES VALUE
- ---------------------------------------------------------------------------------------------------
<S> <C> <C>
TECHNOLOGY
ELECTRONICS (0.8%)
ARDENT Software, Inc.* ............................................ 150,000 $ 5,850,000
DBT Online, Inc.* ................................................. 359,900 8,772,563
--------------
14,622,563
--------------
OFFICE EQUIPMENT SERVICES (0.6%)
Informix Corporation* ............................................. 887,600 10,096,450
--------------
TELECOMMUNICATIONS (30.4%)
Adelphia Business Solutions* ...................................... 90,000 4,320,000
Amdocs Ltd.* ...................................................... 515,000 17,767,500
American Satellite Network -- Warrants (Expire 06/30/00)* ......... 70,000 0
Global TeleSystems Group, Inc.* ................................... 3,980,000 137,807,499
Mannesmann AG ..................................................... 40,000 9,641,482
Millicom International Cellular S.A.* ............................. 2,165,500 135,073,062
NTL Incorporated* ................................................. 820,000 102,295,000
PSINet, Inc.* ..................................................... 237,500 14,665,625
RCN Corporation* .................................................. 710,100 34,439,850
United States Cellular Corp.* ..................................... 885,000 89,329,688
--------------
545,339,706
--------------
TOTAL TECHNOLOGY (31.8%) .......................................... 570,058,719
--------------
DIVERSIFIED
MISCELLANEOUS (2.0%)
U.S. Industries, Inc. ............................................. 919,600 12,874,400
Viad Corp. ........................................................ 830,000 23,136,250
--------------
TOTAL DIVERSIFIED (2.0%) .......................................... 36,010,650
--------------
TOTAL COMMON STOCKS (99.2%)
(Cost $1,333,345,581)............................................. 1,777,794,011
--------------
</TABLE>
14
<PAGE>
- --------------------------------------------------------------------------------
SEPARATE ACCOUNT NO. 4 (POOLED)
(THE GROWTH EQUITY FUND)
OF THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
Portfolio of Investments -- December 31, 1999 (Concluded)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------
PRINCIPAL MARKET
AMOUNT VALUE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C>
LONG-TERM DEBT SECURITIES:
TECHNOLOGY
TELECOMMUNICATIONS (0.7%)
NTL Incorporated
7.0% Conv., 2008 ................................................... $4,500,000 $ 11,874,375
--------------
TOTAL TECHNOLOGY (0.7%) ............................................. 11,874,375
--------------
TOTAL LONG-TERM DEBT SECURITIES (0.7%)
(Amortized Cost $7,810,985)......................................... 11,874,375
--------------
PARTICIPATION IN SEPARATE ACCOUNT NO. 2A,
at amortized cost, which approximates
market value, equivalent to 120,801
units at $300.60 each (2.0%)........................................ 36,312,393
--------------
TOTAL INVESTMENTS (101.9%)
(Cost/Amortized Cost $1,377,468,959)................................ 1,825,980,779
OTHER ASSETS LESS LIABILITIES (-1.9%) ............................... (33,841,294)
--------------
NET ASSETS (100.0%) ................................................. $1,792,139,485
==============
Amount retained by Equitable Life in Separate Account No. 4 ......... $ 2,714,541
Net assets attributable to contract owners .......................... 1,735,846,337
Net assets attributable to annuity benefits ......................... 53,578,607
--------------
NET ASSETS .......................................................... $1,792,139,485
==============
</TABLE>
* Non-income producing.
See Notes to Financial Statements.
15
<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 Growth Equity Fund) (the Fund) of The
Equitable Life Assurance Society of the United States (Equitable Life), a
wholly-owned subsidiary of AXA Financial, Inc., 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 $2,714,541 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 $365,557,809
(20.4%), at December 31, 1999 and $323,953,589 (15.3%), at December 31,
1998, 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
accounting principles generally accepted in the United States of America
(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 Statement of
Operations.
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
(Participating Funds) under Equitable Life's management. Separate Account
No. 2A invests in debt securities
16
<PAGE>
- --------------------------------------------------------------------------------
maturing in sixty days or less from the date of acquisition. At December
31, 1999, the amortized cost of investments held in Separate Account No. 2A
consist of the following:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
AMORTIZED COST %
- ------------------------------------------------------------------------------------------------------
<S> <C> <C>
Bankers' Acceptances, 5.70% due 01/21/00 through 02/24/00 ................ $ 5,140,555 2.3%
Certificates of Deposit, 5.50% - 5.99% due 01/28/00 through 01/31/00 ..... 9,998,680 4.5
Commercial Paper, 4.45% - 6.45% due 01/03/00 through 02/15/00 ............ 176,636,726 79.2
U.S. Government Agency, 1.5% due 01/03/00 ................................ 30,997,417 13.9
- ------------------------------------------------------------------------------------------------------
Total Investments ........................................................ 222,773,378 99.9
Other Assets Less Liabilities ............................................ 212,513 0.1
- ------------------------------------------------------------------------------------------------------
Net Assets of Separate Account No. 2A .................................... $ 222,985,891 100.0%
======================================================================================================
Units Outstanding ........................................................ 741,808
Unit Value ............................................................... $ 300.60
- ------------------------------------------------------------------------------------------------------
</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 1999 and 1998, 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>
1999 ........................................ $1,340,597,736 $2,209,410,520
1998 ........................................ 1,692,067,102 2,151,023,546
U.S. Government obligations:
1999 ........................................ -- --
1998 ........................................ -- --
- -----------------------------------------------------------------------------------
</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.
17
<PAGE>
- --------------------------------------------------------------------------------
Convertible bonds and unlisted convertible preferred stock are valued at
bid prices obtained from one or more 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
Statement of Operations.
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, 1999, 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.
18
<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:
1. Separate Account Nos. 3 (Pooled), 4 (Pooled), 10 (Pooled), 51
(Pooled) and 66 (Pooled) (The Alliance Aggressive Equity,
Alliance Growth Equity, Alliance Balanced and Alliance Global,
Alliance Conversative Investors and Alliance Growth Investors,
Calvert Socially Responsible Fund, MFS Emerging Growth
Companies, MFS Research, Warburg Pincus Small Company Value, T.
Rowe Price Equity Income, Mercury World Strategy and BT Equity
500 Index Fund): - Report of Independent Accountants -
PricewaterhouseCoopers LLP
2. Separate Account No. 3 (Pooled):
- Statements of Assets and Liabilities, December 31, 1999
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 1999 and 1998
- Portfolio of Investments, December 31, 1999
3. Separate Account No. 4 (Pooled):
- Statement of Assets and Liabilities, December 31, 1999
- Statement of Operations and Changes in Net Assets for the
Years Ended December 31, 1999 and 1998
- Portfolio of Investments, December 31, 1999
4. Separate Account No. 10 (Pooled):
- Statement of Assets and Liabilities, December 31, 1999
- Statements of Operations and Changes in Net Assets for the
Years Ended December 31, 1999 and 1998
- Portfolio of Investments, December 31, 1999
5 Separate Account No. 51 (Pooled):
- Statements of Assets and Liabilities, December 31, 1999
- Statements of Operations and Changes in Net Assets for the Year
Ended December 31, 1999 and 1998.
6. Separate Account No. 66 (Pooled):
- Statements of Assets and Liabilities, December 31, 1999
- Statements of Operations and Changes in Net Assets from the
year Ended 1999, and from August 1, 1998 through December 31,
1998.
7. Separate Account Nos. 3(Pooled), 4 (Pooled), 10 (Pooled), 51
(Pooled) and 66 (Pooled): - Notes to Financial Statements
8. The Equitable Life Assurance Society of the United States:
- Report of Independent Accountants - PricewaterhouseCoopers LLP
- Consolidated Balance Sheets, December 31, 1999 and 1998
- Consolidated Statements of Earnings for the Years Ended
December 31, 1999, 1998 and 1997
- Consolidated Statements of Equity for the Years Ended December
31, 1999 and 1998 and 1997
- Consolidated Statements of Cash Flows for the Years Ended
December 31, 1999, 1998 and 1997
- Notes to Consolidated Financial Statements
C-1
<PAGE>
(b) Exhibits.
The following Exhibits are filed herewith:
1. Resolutions of the Board of Directors of The Equitable Life
Assurance Society of the United States ("Equitable") authorizing
the establishment of the Registrant, incorporated by reference to
Post-Effective Amendment No. 1 on Form N-3 to Registration
Statement 33-46995, filed July 22, 1992.
2. Not applicable.
3. (a) Form of Sales Agreement between Equitable Variable Life
Insurance Company and The Equitable Life Assurance
Society of the United States for itself and on behalf of
its Separate Account No. 51, incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-46995 on Form N-3 of Registrant, filed March 2, 1993.
(b) Participation Agreement among EQ Advisors Trust, The
Equitable Life Assurance Society of the United States,
Equitable Distributors, Inc., and EQ Financial Consultants,
Inc. (now AXA Advisors, LLC) dated as of the 14th day of
April, 1997, incorporated by reference to the Registration
Statement of EQ Advisors Trust, (File No. 333-17217) on Form
N-1A, filed August 28, 1997.
(c) Sales Agreement dated as of January 1, 1994 by and among
Equico Securities, Inc. (now AXA Advisors, LLC), Equitable
Separate Account A, Separate Account No. 301 and Separate
Account No. 51, incorporated by reference to Registration
Statement No. 33-91586 on Form N-4 of Registrant, filed
April 26, 1995.
4. (a) Exhibit 6(e) (Copy of Group Annuity Contract AC 6059,
effective August 30, 1984, among the United States Trust
Company of New York and The Equitable Life Assurance
Society of the United States), incorporated by reference to
Registration No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1988.
(b) Exhibit 6(f) (Form of Rider No. 1 to Group Annuity
Contract AC 6059 between the United States Trust Company
of New York and The Equitable Life Assurance Society of
the United States), incorporated by reference to
Registration No. 33-34554 on Form N-3 of Registrant,
filed April 26, 1990.
(c) Exhibit 6(g) (Form of Rider No. 2 to Group Annuity
Contract AC 6059 between the United States Trust Company
of New York and The Equitable Life Assurance Society of
the United States), incorporated by reference to
Registration No. 33-34554 on Form N-3 of Registrant,
filed April 26, 1990.
(d) Form of Rider No. 3 to Group Annuity Contract AC 6059
between the United States Trust Company of New York 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-2
<PAGE>
(e) Form of Rider No. 4 to Group Annuity Contract AC 6059
between the United States Trust Company of New York and
The Equitable Life Assurance Society of the United
States, incorporated by reference to Post-Effective
Amendment No. 2 to Registration No. 33-46995 on Form N-3
of Registrant, filed March 2, 1993.
(f) Form of Rider No. 5 to Group Annuity Contract No. AC 6059
between The Chase Manhattan Bank, N.A. and The Equitable
Life Assurance Society of the United States, incorporated by
reference to Exhibit No. 4(f) to Registration Statement No.
333-26101 on Form N-4 of Registrant, filed on April 29,
1997.
5. (a) Exhibit 7(k) (Form of Participation Agreement for the
standardized Profit-Sharing Plan under the Association
Members 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(l) (Form of Participation Agreement for the
non-standardized Profit-Sharing Plan under the Association
Members 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(m) (Form of Participation Agreement for the
standardized Defined Contribution Pension Plan under the
Association Members 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.
(d) Exhibit 7(n) (Form of Participation Agreement for the
non-standardized Defined Contribution Pension Plan under
the Association Members 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.
(e) Exhibit 7(r) (Copy of Attachment to Profit Sharing
Participation Agreement under the Association Members
Retirement Plan of the Equitable Life Assurance Society of
the United States), incorporated by reference to
Registration No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1988.
(f) Exhibit 7(0)(2) (Form of Participant Enrollment Form under
the Association Members Program), incorporated by reference
to Post-Effective Amendment No. 2 in Form N-3 to
Registration Statement on Form S-1 of Registrant, filed
April 2l, l987.
(g) Exhibit 7(t) (Form of Standardized Participation
Agreement under the Association Members Defined Benefit
Pension Plan), incorporated by reference to Registration
No. 33-21417 on Form N-3 of Registrant, filed April 26,
1988.
(h) Exhibit 7(ee) (Form of Standardized Participation Agreement
for the Defined Contribution Pension Plan under
C-3
<PAGE>
the Association Members Program, as filed with the Internal
Revenue Service on April 18, 1989), incorporated by
reference to Post-Effective Amendment No. 2 to Registration
No. 33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(i) Exhibit 7(ff) (Form of Non-Standardized Participation
Agreement for the Defined Contribution Pension Plan under
the Association Members Program, as filed with the Internal
Revenue Service on April 18, 1989), incorporated by
reference to Post-Effective Amendment No. 2 to Registration
No. 33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(j) Exhibit 7(gg) (Form of Standardized Participation Agreement
for the Profit-Sharing Plan under the Association Members
Program, as filed with the Internal Revenue Service on
April 18, 1989), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No. 33-21417
on Form N-3 of Registrant, filed April 26, 1989.
(k) Exhibit 7(hh) (Form of Non-Standardized Participation
Agreement for the Profit-Sharing Plan under the Association
Members Program, as filed with the Internal Revenue Service
on April 18, 1989), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No. 33-21417
on Form N-3 of Registrant, filed April 26, 1989.
(l) Exhibit 7(ii) (Form of Simplified Participation Agreement
for the Defined Contribution Pension Plan under the
Association Members Program, as filed with the Internal
Revenue Service on April 18, 1989), incorporated by
reference to Post-Effective Amendment No. 2 to Registration
No. 33-21417 on Form N-3 of Registrant, filed April 26,
1989.
(m) Exhibit 7(jj) (Form of Simplified Participation Agreement
for the Profit-Sharing Plan under the Association Members
Program, as filed with the Internal Revenue Service on
April 18, 1989), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No. 33-21417
on Form N-3 of Registrant, filed April 26, 1989.
(n) Exhibit 7(kk) (Form of Standardized (and non-integrated)
Participation Agreement for the Defined Benefit Pension
Plan under the Association Members Program, as filed with
the Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment No. 2
to Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1989.
(o) Exhibit 7(ll) (Form of Standardized (and integrated)
Participation Agreement for the Defined Benefit Pension
Plan under the Association Members Program, as filed with
the Internal Revenue Service on April 18, 1989),
C-4
<PAGE>
incorporated by reference to Post-Effective Amendment No. 2
to Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1989.
(p) Exhibit 7(mm) (Form of Non-Standardized (and
non-integrated) Participation Agreement for the Defined
Benefit Pension Plan under the Association Members Program,
as filed with the Internal Revenue Service on April 18,
1989), incorporated by reference to Post-Effective
Amendment No. 2 to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(q) Exhibit 7(nn) (Form of Non-Standardized (and integrated)
Participation Agreement for the Defined Benefit Pension
Plan under the Association Members Program, as filed with
the Internal Revenue Service on April 18, 1989),
incorporated by reference to Post-Effective Amendment No. 2
to Registration No. 33-21417 on Form N-3 of Registrant,
filed April 26, 1989.
(r) Form of First Amendment to the Members Retirement Plan of
The Equitable Life Assurance Society of the United States
Participation Agreement, as filed with the Internal Revenue
Service on December 23, 1991, incorporated by reference to
Registration No. 33-46995 on Form N-3 of Registrant, filed
April 8, 1992.
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
Statement No. 333-26101 on Form N-4 of Registrant, filed
on April 29, 1997.
(b) By-Laws of The Equitable Life Assurance Society of the
United States, as amended November 21, 1996, incorporated by
reference to Registration Statement No. 333-26101 on Form
N-4 of Registrant, filed on April 29, 1997.
7. Not applicable
8. (a) Exhibit 11(e)(2) (Form of Association Members Retirement
Plan, as filed with the Internal Revenue Service on April
C-5
<PAGE>
18, 1989), 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(j)(2) (Form of Association Members Retirement
Trust, as filed with the Internal Revenue Service on April
18, 1989), 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(k) (Copy of the Association Members Pooled Trust
for Retirement Plans, as submitted to the Internal Revenue
Service on March 3, 1987), incorporated by reference to
Post-Effective Amendment No. 2 to Registration on Form S-1
of Registrant, filed April 2l, l987.
(d) Exhibit 11(o) (Form of Association Members Defined
Benefit Pension Plan, as filed with the Internal Revenue
Service on April 18, 1989), incorporated by reference to
Post-Effective Amendment No. 2 to Registration No.
33-21417 on Form N-3 of Registrant, filed April 26, 1989.
(e) Form of First Amendment to the Pooled Trust for Association
Members Retirement Plans of The Equitable Life Assurance
Society of the United States, as filed with the Internal
Revenue Service on December 23, 1991, incorporated by
reference to Registration No. 33-46995 on Form N-3 of
Registrant, filed April 8, 1992.
(f) Form of First Amendment to the Association Members
Retirement Plan of The Equitable Life Assurance Society of
the United States, as filed with the Internal Revenue
Service on December 23, 1991, incorporated by reference to
Registration No. 33-46995 on Form N-3 of Registrant, filed
April 8, 1992.
(g) Form of First Amendment to the Association Members
Retirement Trust of The Equitable Life Assurance Society of
the United States, as filed with the Internal Revenue
Service on December 23, 1991, incorporated by reference to
Registration No. 33-46995 on Form N-3 of Registrant, filed
April 8, 1992.
(h) Form of Participation Agreement among EQ Advisors Trust,
The Equitable Life Assurance Society of the United
States, Equitable Distributors, Inc. and EQ Financial
Consultants, Inc., (now AXA Advisors, LLC) incorporated by
reference to Registration Statement of EQ Advisors Trust on
Form N-1A (File Nos. 333-17217 and 811-07953).
9. (a) Opinion and Consent of Melvin S. Altman, Esq., Vice
President and Associate General Counsel of 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-6
<PAGE>
(b) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Post-Effective Amendment No. 3 to
Registration No. 33-46995 on Form N-3 of Registrant,
filed April 21, 1993.
(c) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States incorporated by
reference to Registration No. 33-61978 on Form N-3 of
Registrant, filed May 3, 1993.
(d) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Registration No. 33-61978 on Form N-3 of
Registrant, filed November 16, 1993.
(e) Opinion and Consent of Anthony A. Dreyspool, Vice
President and Senior Counsel of The Equitable Life
Assurance Society of the United States, incorporated by
reference to Registration No. 33-91586 on Form N-4 of
Registrant, filed April 26, 1995.
(f) 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 No. 333-26101 on
Form N-4 of Registrant, filed April 29, 1997.
(g) Opinion and Consent of Robin Wagner, Vice President and
Counsel of The Equitable Life Assurance Society of the
United States.
10. (a) Consent of Melvin S. Altman (included within Exhibit
12(a)), incorporated by reference to Registration No.
33-46995 on Form N-3 of Registrant, filed April 8, 1992.
(b) Consent of Anthony A. Dreyspool (included within Exhibit
12(b)), incorporated by reference to Post-Effective
Amendment No. 3 to Registration No. 33-46995 on Form N-3
of Registrant, filed April 21, 1993.
(c) Consent of Anthony A. Dreyspool (included within Exhibit
12(c)) incorporated by reference to Registration No.
33-61978 on Form N-3 of Registrant, filed May 3, 1993.
(d) Consent of Anthony A. Dreyspool (included within Exhibit
12(c)) incorporated by reference to Registration No.
33-61978 on Form N-3 of Registrant, filed November 16,
1993.
(e) Consent of Anthony A. Dreyspool (included within Exhibit
9(e)), incorporated by reference to Registration No.
33-91586 on Form N-4 of Registrant, filed April 26, 1995.
(f) Consent of Anthony A. Dreyspool (included within Exhibit
9(f) above), incorporated by reference to Registration
Statement No. 333-26101 on Form N-4, filed April 29, 1997.
(g) Consent of Robin Wagner (included within Exhibit No. 9(g)
above.
(h) Consent of PricewaterhouseCoopers LLP.
(i) Powers of Attorney.
C-7
<PAGE>
11. Not applicable.
12. Not applicable.
13. Not applicable.
C-8
<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
198 North Wieton Rd.
New Canaan, CT 06840
Denis Duverne Director
AXA
23, Avenue Matignon
75008 Paris, France
Jean-Rene Fourtou Director
Aventis
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France
Norman C. Francis Director
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125
C-9
<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
SBC Warburg Dillion Read LLC
299 Park Ave 40th Floor
New York, NY 10171
Mary R. (Nina) Henderson Director
Bestfoods
International Plaza
700 Sylvan Avenue
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-10
<PAGE>
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
Didier Pineau-Valencienne Director
Credit Suisse First Boston
64, rue de Miromesmil
75008 Paris, France
George J. Sella, Jr. Director
P.O. Box 397
Newton, NJ 07860
Peter J. Tobin Director
St. John's University
8000 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
* Stanley B. Tulin Vice Chairman of the Board,
Chief Financial Officer and Director
OTHER OFFICERS
- --------------
*Leon Billis Executive Vice President
and Chief Information Officer
*Derry Bishop Executive Vice President and
Chief Agency Officer
*Harvey Blitz Senior Vice President
*Robert T. Brockbank Executive Vice President and
AXA Group Deputy Chief
Information Officer
*Kevin R. Byrne Senior Vice President and Treasurer
*John A. Caroselli Executive Vice President
*Selig Ehrlich Senior Vice President and
Chief Actuary
*Alvin H. Fenichel Senior Vice President and
Controller
C-11
<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
Chief Legal Officer
*James D. Goodwin Vice President
*Edward J. Hayes Senior Vice President
*Craig Junkins Senior Vice President
*Donald R. Kaplan Senior 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
*Peter D. Noris Executive Vice President and Chief
Investment Officer
*Brian S. O'Neil Executive Vice President
*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
General Counsel
*Jose Suquet Senior Executive Vice President and
Chief Distribution Officer
*Naomi J. Weinstein Vice President
*Gregory Wilcox Executive Vice President
*R. Lee Wilson Executive Vice President
*Maureen K. Wolfson Vice President
C-12
<PAGE>
Item 26. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant.
Separate Account Nos. 3, 4, 10, 51, and 66 of The Equitable Life
Assurance Society of the United States (the "Separate Account") 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") (formerly
The Equitable Companies Incorporated), a publicly traded company.
The largest stockholder of the Holding Company is AXA which as of
December 31, 1999 beneficially owned 58.0% 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-13
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
AXA Financial, Inc. (formerly the Equitable Companies, Incorporated) (1991)
(Delaware)
Donaldson Lufkin & Jenrette, Inc. (1933) (Delaware) (38.31%)
(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)
The Equitable of Colorado, Inc. (l983) (Colorado)
EVLICO East Ridge, Inc. (1995) (California)
GP/EQ Southwest, Inc. (1995) (Texas)
Franconom, Inc. (1985) (Pennsylvania) (50.00%)
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)
Real Estate Partnership Equities (various)
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) (Note 5)
Alliance Capital Management L.P. (1988) (Delaware)
(38.6% limited partnership interest)
EVSA, Inc. (1992) (Pennsylvania)
Prime Property Funding, Inc. (1993) (Delaware)
Wil Gro, Inc. (1992) (Pennsylvania)
Equitable Underwriting and Sales Agency (Bahamas) Limited (1993)
(Bahamas)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
i
<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)
HVM Corporation (199 ) (Maryland)
EVSA Incorporated ( ) (Delaware)
FTM Corporation (1994) (Maryland)
Equitable BJVS, Inc. (1992) (California)
Equitable Rowes Wharf, Inc. (1995) (Massachusetts)
ELAS Realty, Inc. (1996) (Delaware)
ELAS Realty, Inc. (Georgia)
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 Realty Corporation ( ) (Massachusetts)
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 (L.P.) (1%)
EML Associates (L.P.) (.02%)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
ii
<PAGE>
AXA Financial, Inc. (cont.)
Donaldson Lufkin & Jenrette, Inc. (cont.)
AXA Client Solutions, LLC (cont.)
AXA Distribution Holding Corp. (cont.)
The 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) (31.47%) (See Addendum B(1) for
subsidiaries)
JMR Realty Services, Inc. (1994) (Delaware)
Equitable Investment Corporation (l97l) (New York)
Stelas North Carolina Limited Partnership (50% limited
partnership interest) (l984)
Equitable JV Holding Corporation (1989) (Delaware)
Alliance Capital Management Corporation (l991) (Delaware) (b)
(See Addendum B(2) for subsidiaries)
Equitable Capital Management Corporation (l985)
(Delaware) (b)
Equitable Capital Private Income and Equity
Partnership II, L.P. (Delaware)
EQ Services, Inc. (1992) (Delaware)
EREIM Managers Corp. (1986) (Delaware)
ML/EQ Real Estate Portfolio, L.P. (Delaware)
EML Associates, L.P. (New York)
(a) Registered Broker/Dealer (b) Registered Investment
Advisor
iii
<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)
iv
<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)
Albion Alliance LLC (Delaware) (37.6%)
Cursitor Alliance LLC (Delaware) (93%)
Cursitor Alliance Holdings Ltd. (U.K.)
Draycott Partners, Ltd (MA)
Cursitor Alliance Services Ltd. (U.K.)
Cursitor Management Co. S.A. (Lux.)
Alliance Asset Allocation Ltd. (U.K.)
Cursitor Eaton Asset Allocation Management Co. (NY) (50%)
Alliance Cecogest S.A. (France) (75%)
Cursitor Courtage SARL (France)
Cursitor Gestion S.A. (France)
Alliance Capital Management Corporation of Delaware (Delaware) (100%)
Alliance Fund Services, Inc. (Delaware) (a)
Alliance Fund Distributors, Inc. (Delaware) (a)
Alliance Capital Oceanic Corp. (Delaware)
Alliance Capital Management (Brazil) Ltd. (Brazil) (99%)
Alliance Capital Management Australia Limited (Australia)
Meiji - Alliance Capital Corp. (Delaware) (50%)
Alliance Capital (Luxembourg) S.A. (Lux.) (99%)
Alliance Barra Research Institute, Inc. (Delaware)
Alliance Capital Management Canada, Inc. (Delaware)
Alliance Capital Global Derivatives Corp. (Delaware)
ACM Fund Services, S.A. (Lux.) (99%)
ACM Fund Services (Espana) S.L. (Spain)
Alliance Capital Management (Singapore) Ltd. (Singapore)
ACM CIIC Investment Management Ltd. (Cayman Islands) (54%)
ACM Software Services Ltd. (Delaware)
East Fund Managementberatung GmbH. (Australia) (51%)
Albion Alliance EFM (Czech) (49%)
East Fund Management (Cyprus) Ltd. (Cyprus) (99%)
EFM Consultanta Financiara Bucuresti SRL (Romania)
Alliance Capital (Mauritius) Private Ltd. (Mauritius)
Alliance Capital Asset Management (India) Private Ltd.
(India) (75%)
ACSYS Software India Private Ltd. (India) (51%)
ACAM Trust Company Private Ltd. (India)
Alliance Eastern Europe, Inc. (Delaware)
Alliance Capital Management (Asia) Ltd. (Delware)
Alliance Capital Management (Turkey) Ltd. (Turkey)
Alliance Capital Mangement (Japan) Inc. 1261 (Delaware)
Alliance Capital Invest Tr. Mgmt. K.K. (Japan)
Alliance Capital Limited (U.K)
Alliance Capital Services Ltd. (U.K.)
Dimentional Trust Management Ltd. (U.K)
Alliance Corporate Finance Group Inc. (Delaware)
BCN Alliance Capital Management SA (Brazil) (50%)
Przymierze Trust Fund Co. (Poland) (49%)
Alliance SBS-AGRO Captial Management Co. (Russia) (49%)
Pekao/Alliance PTE S.A. (Poland) (49%)
Whittingdale Holdings Ltd. (U.K.)
Alliance Capital Whittingdale Ltd. (U.K)
ACM Investments Ltd. (U.K.)
Whittingdale Nominees Ltd. (U.K.)
Hanwha Investment Trust Mgmt. Co., Ltd. (South Korea) (20%)
New Alliance Asset Mangement (Asia) Ltd. (H.K.) (50%)
ACM New-Alliance (Luxemborg) S.A. (Lux.)
Alliance Odyssey Capital Mgmt. (Porprietary) Ltd. (South Africa) (80%)
Alliance-MBCA Capital (Private) Ltd. (Zimbabwe) (50%)
Alliance Odyssey Capital Mgmt. (Nambia) (Proprietary) Ltd. (Nambia)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
v
<PAGE>
AXA GROUP CHART
The information listed below is dated as of January 1, 2000; percentages
shown represent voting power. The name of the owner is noted when AXA
indirectly controls the company.
AXA INSURANCE AND REINSURANCE
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Assurances IARD France 100% by AXA France Assurance
AXA Assurances Vie France 6.48% by AXA Assurances IARD,
82.40% by AXA France Assurance
and 11.13% by AXA Collectives
AXA Courtage IARD France 99.77% by AXA France Assurance
AXA Conseil Vie France 100% by AXA France Assurance
AXA Conseil IARD France 100% by AXA France Assurance
Direct Assurances Vie France 100% by AXA Direct
Juridica France 7.81% by AXA Assurance IARD,
89.27% by AXA France Assurance
1.44% by AXA Courtage IARD
AXA Assistance France 100% by AXA
AXA Collectives France 94.47% by AXA France Assurance,
3.69% by AXA Assurances IARD
and 1.25% by AXA Courtage IARD
NSM Vie France 40.64% by AXA France Assurance
AXA Global Risks France 98.49% by AXA France
Assurance
Argovie France 94.03% by AXA Collectives
S.P.S. Re France 69.03% by AXA Reassurance
vi
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Direct Assurance France 100% by AXA Direct
Natio Assurances France 50% by AXA Assurances IARD
AXA Assistance France 100% by AXA
AXA Reassurance France 86.33% by AXA, 8.25% by AXA
Assurances IARD, 5.07% by
AXA Global Risks, 0.13% by
AXA France Assurances and
0.02% by AXA Collectives
AXA Re Finance France 79% owned by AXA Reassurance
AXA Cessions France 100% by AXA
UAB Belgium 100% by AXA Holdings Belgium
Ardenne Prevoyante Belgium 99.99% by AXA Holdings Belgium
and 0.01% by AXA Royale Belge
Assurance Courtraisienne Belgium 100% by AXA Holdings Belgium
AXA Royale Belge Belgium 99.57% by AXA Holdings Belgium
and 0.43% by UAB
Assurances de la Poste Belgium 50% by AXA Holdings Belgium
Assurances de la Poste Vie Belgium 50% by AXA Holdings Belgium
C.G.R.M. Monte Carlo France 99.99% by AXA Reassurance
AXA Assurance Vie Luxembourg Luxembourg 100% by AXA Luxembourg S.A.
Paneurore Luxembourg 5% by AXA Portugal Companhia de
Seguros, 20% by AXA Colonia
Versicherungs, 5% by AXA
Assicurazioni, 10% by Aurora
Iberica SA de Seguros y Reas,
20% by AXA Insurance IK,
20% by Royale Belge
Investissement and
20% by Saint George Re
Crealux Luxembourg 100% by AXA Holdings Belgium
Futur Re Luxembourg 100% by AXA Global Risks
AXA Assurances Luxembourg Luxembourg 100% by AXA Luxembourg SA
Hilo Direct Seguros y Reaseguros Spain 71.43% by AXA Aurora
Ayuda Legal SA de Seguros y Spain 88% by AXA Aurora Iberica SA de
Reaseguros Seguros y Reaseguros and 12% by
AXA Seguros de Seguros
Reaseguros
Aurora Iberica SA de Spain 99.82% by AXA Aurora
Seguros y Reaseguros
AXA Seguros de Seguros y Spain 1.45% by AXA and 97.06% by
Reasegiros Aurora Iberica SA de Seguros y
Reas
Eurovita Italy 30% owned by AXA Assicurazioni
UAP Vita Italy 62.21% by AXA, 18.70% by AXA
Conseil Vie, and 19.08% by AXA
Collectives
AXA Interlife Italy 100% by AXA
AXA Assicurazioni Italy 84.10% by AXA, 11.70% by
Grupo UAP Italiana, 2.11% by
AXA Conseil Vie and 2.07%%
by AXA Collectives
AXA Equity & Law Plc U.K. 100% by AXA Sun Life
Assurance Society
AXA Global Risks (U.K) Ltd U.K. 100% by AXA Global Risks
(France)
English & Scottish U.K. 100% by AXA UK
AXA UK U.K. 100% by AXA
AXA Sun Life U.K. 100% by Sun Life and Provincial
Holdings Plc
AXA UK Holding Ltd. U.K. 100% by AXA Reassurance
Guardian Insurance Ltd. U.K. 100% by Guardian Royal Exchange
Plc
GREA Assurance U.K. 100% by Guardian Royal
Exchange Plc
PPP Group Plc. U.K. 100% by Guardian Royal
Exchange Plc
PPP Healthcare Ltd. U.K. 100% by Guardian Royal
Exchange Plc
PPP Lifetimecare U.K. 100% by Guardian Royal
Exchange Plc
AXA Insurance UK U.K. 100% by Guardian Royal
Exxchange Plc
AXA Reinsurance UK Plc. U.K. 100% by AXA UK Holding Ltd.
AXA Sun Life Holdings Plc. U.K. 100% by SLPH
AXA Nederland BV The Nether- 51.31% AXA Royal Belge, 38.94%
lands by Gelderland and 4.11% by
AXA Holdings Belgium
AXA Schade The Nether- 100% by AXA Verzekeringen
lands
AXA Zorg NV The Nether- 100% by UAP Verzekeringen
lands
Vinci BV The Nether- 100% by AXA
lands
AXA Leven NV The Nether- 100% by AXA Verzekeringen
lands
UAP Niew Rotterdam Beheer The Nether- 100% by AXA Nederland BV
lands
AXA Zorg NV The Nether- 100% by AXA Verzekeringen
lands
AXA Portugal Companhia de Portugal 9.63% by AXA Global Risk, 2.28%
Serguros by AXA Portugal Seguros
Vida, 5.71% by AXA Conseil Vie
and 81.93% by AXA
Participations
AXA Portugal Seguros Vida Portugal 87.63% by AXA Conseil Vie and
7.46% by AXA Participations
AXA Compagnie d' Assurances Switzerland 99.95% AXA Participations
AXA Compagnie d' Assurances Switzerland 94.99% by AXA Participations
sur la Vie and 5.01% by AXA Compagnie
d'Assurance.
AXA Al Amane Assurances Morocco 99.99% by AXA Ona
Epargne Croissance Morocco 99.59% by AXA Al Amane
Assurances
Compagnie Africaine Morocco 100% by AXA Al Almane
d'Assurance Assurances
AXA Canada Canada 100% by AXA
AXA Canada ADP Canada 100% by AXA Canada
AXA Colonia Krankenversicherung Germany 51% by AXA Colonia Konzern AG
and 48.36% by AXA Colonia Leben
Colonia Nordstern Versicherungs Germany 100% by AXA Colonia Konzern AG
Sicher Direct Germany 50% by AXA Colonia Konzern AG
and 50% by AXA Direct
Albingia Versicherung Germany 98.98% by GRE Continental
Europe Holding Gmbh
Albingia Lebenversicherung Germany 100% by Albingia Versicherung
AXA Colonia Leben Germany 50% by AXA Colonia Konzern AG
and 50% by AXA Colonia
Versicherung
AXA Colonia Versicherung Germany 100% by AXA Colonia Konzern AG
AXA Norstern Art Germany 100% by AXA Colonia Konzern AG
Tellit Vie Germany 100% by AXA-Colonia Konzern
AG
National Mutual Financial Australia 100% by National Mutual
Services Holdings
AXA Oyak Hayat Sigorta Turkey 100% by AXA Oyak Holding AS
AXA Oyak Sigorta Turkey 0.70% by AXA Oyak Hayat
Sigorta and 70.32% by AXA
Oyak Holding AS
AXA Minmerals Assurance Co. Ltd. China 51% by AXA China
vii
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Non Life Insurance Co. Ltd. Japan 100% by AXA Direct
AXA Life Insurance Japan 100% by AXA
Dongbu AXA Life South Korea 100% by AXA
AXA Insurance Investment Singapore 100% by AXA
Holdings
AXA Insurance Singapore Singapore 100% by AXA Insurance
Investment Holding
AXA Life Singapore Singapore 100% by National Mutual
International
GRE Singapore Branch Singapore 100% by AXA
AXA Life Hong Kong Singapore 100% by AXA
AXA Insurance Hong Kong Hong Kong 82.5% by AXA Insurance
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
AXA China Region Ltd. Hong Kong 73.55% by National Mutual
Holdings
Guardian Insurance Ltd. Hong Kong 100% by AXA
Hong Kong
The Equitable Life Assurance U.S.A. 100% by AXA Financial Inc.
Society of the United States
(ELAS)
AXA Reinsurance U.S.A. 100% by AXA America
AXA America U.S.A. 100% by AXA Reassurance
AXA Global Risks US U.S.A. 96.39% by AXA Global Risks and
3.61% by Colonia Nordstern
Versicherungs AG
AXA Re Life Insurance Company U.S.A. 100% by AXA America
National Mutual Holdings Australia 42.1% by AXA and 8.9% by
AXA Equity & Law Life
Assurance Society
National Mutual International Australia 100% by National Mutual
Holdings Ltd
Australian Casualty Insurance Australia 100% by National Mutual
Property Ltd Holdings
National Mutual Health Australia 100% by National Mutual
Insurance Pty Ltd Holdings Ltd
Guardian Dublin Docks Ireland 100% by Guardian PMPA Group
Ltd.
Guardian PMPA Group Ltd. Ireland 100 by Guardian Royal
Exchange Plc
Detura Hong Kong 75% by National Mutual Holdings
AXA Insurance Singapore Singapore 100% by AXA Insurance
Investment Holdings
AXA Reinsurance Asia Singapore 100% by AXA Reassurance
viii
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Reinsurance U.K. Plc. U.K. 100% owned by AXA U.K.
Holding Ltd.
Nordstern Colonia Versicherung Austria 89.95% by AXA Colonia
Versicherungs
and 10.05% by Colonia Leben
ix
<PAGE>
FINANCIAL SERVICES AND REAL ESTATE
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Compagnie Financiere de Paris France 96.89% by AXa 0.27% by AXA
(C.F.P.) Assurance IARD and 0.01% by
Societe Beaujon
AXA Banque France 98.7% by Compagnie
Financiere de Paris
AXA Credit France 65% by Compagnie
Financiere de Paris
Sofapi France 100% by Compagnie
Financiere de Paris
Holding Soffim France 100% 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 d'Arbitrage France 19.51% by AXA and 8.2% by AXA
Courtage IARD
AXA Investment Managers France 5.28% by AXA Royale Belge,
56.48 BY AXA, 1.02% by AXA
Reassurance, 19.46% by AXA
Assurance IARD, 5.12% by AXA
Colonia Konzern and 0.25% By
Direct Assurances, 2.63% by
AXA Leven NV, 5.10% by National
Fund Management, 2.03% by AXA
Courtege IARD
Banque Worms France 1.91% by AXA France Assurance,
5.32% by AXA Collectives, 6.30%
by AXA Courtage IARD, 3.06% by
AXA Conseil Vie, 10.72% by AXA
Assurances IARD, 21.63% by AXA
Assurance Vie, 49.56% by
Compagnie Financiere de Paris
Investment Managers Paris France 100% by AXA Investment Managers
Transaxim France 100% by Compagnie Financiere
de Participations
AXA Millesimes 10.10% by AXA Reassurance,
11.95% by AXA Reassurance,
7.26% by Societe Beaujon,
6.87% by Jour Finance
AXA Colonia Asset Management Germany 51% by AXA Investment
Managers and 49% by AXA
Colonia Konzern AG
AXA Colonia KAG Germany 51% by AXA Investment
Managers and 26.50% by AXA
Colonia Konzern AG
AXA Colonia Bausparkasse AG Germany 66.67% by AXA Colonia
Konzern AG and 32.99% by
AXA Colonia Leben
Banque IPPA Belgium 100% by AXA Holdings Belgium
Royal Belge Investissement Belgium 100% by AXA Royale Belge
AXA IM Bruxelles Belgium 100% by AXA Investment
Managers
AXA Banque Belgium Belgium 100% by AXA Holdings Belgium
Royale Belge Investissement Belgium 100% by AXA Royale Belge
Sun Life Asset Management U.K. 66.67% by Sun Life and
Provincial Holdings Plc and
33.33% by AXA Asset Management
Ltd.
x
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Alliance Capital Management Corp. U.S.A. 100% held by The Equitable
Life Assurance Society
Donaldson Lufkin & Jenrette U.S.A. 0.13% by AXA, 31.44% by
the ELAS, 38.27% by AXA
Financial Inc. and 1.31%
by AXA Participations Belgium
AXA IM Holdings Inc. U.S.A. 100% by AXA Investment
Managers
AXA IM Rose U.S.A. 90% by AXA Investment
Managers and 10% by AXA IM
Holdings Inc.
AXA Rosenberg LLC U.S.A. 50% by AXA IM Rose
National Mutual Funds Australia 100% owned by National
Management Mutual Holdings
AXA Investment Managers Japan 100% by AXA Investment
Tokyo Managers
AXA Investment Managers The Nether- 100% by AXA Investment
Den Haag lands Managers
AXA IM HK SAR Hong Kong 100% by AXA Investment
Managers
AXA Investment Managers Hong Kong 100% by AXA Investment
Hong Kong Managers
xi
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
S.G.C.I. France 100% by AXA
Compagnie Parisienne de France 100% by Sofinad
Participations (C.P.P.)
Monte Scopeto France 99.99% by Compagnie
Parisienne de Participations
Colisee Jeuneurs France 99.82% by Colisee Suresnes and
0.17% by Compagnie Parislenne
de Participation
Colisee Delcasse France 99.98% by Colisee Suresnes
Colisee Victoire France 99.74% by S.G.C.I.
Colisee Suresnes France 21.19% by AXA Assurance IARD,
0.92% by Societe Beaujon,
51.07% by Compagnie Financiere
de Paris, 20.63% by Jour
Finance and 2.53% by AXA
Courtage IARD
Colisee 21 Matignon France 99.44% by S.G.C.I. and 0.55% by
AXA
xii
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Colisee Saint Georges SA France 100% by SGCI
xiii
<PAGE>
HOLDINGS AND MISCELLANEOUS BUSINESS
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Direct France 100% by AXA
Societe Beaujon France 100% by AXA
Lor Finance France 99.87% by AXA
Jour Finance France 60.47% by AXA Conseil Vie,
39.53% by AXA Assurance IARD
Financiere 45 France 100% by AXA
Mofipar France 99.92% by AXA
AXA Participations France 53.15% by AXA, 21.90% by AXA
Global Risks and 24.95% by AXA
Courtage IARD
Colisee Excellence France 100% by Financiere Mermoz
Financiere Mermoz France 100% by AXA
AXA France Assurance France 100% by AXA
AXA China France 49% by AXA Region Limited
and 51% by AXA
AXA Participations Belgium Belgium 17.65% by AXA Global Risks,
75% by AXA, 1.82% by AXA
Conseil IARD and 5.53% by AXA
Courtage IARD
Finaxa Belgium Belgium 99.99% by AXA
AXA Holdings Belgium Belgium 43.75% by AXA, 3.02% by AXA
Global Risks, 49.10% by AXA
Participations Belgium and
4.11% by Vinci BV
GRE Continental Europe Germany 100% by AXA Cononia Konzern AG
Holding Gmbh
AXA-Colonia Konzern AG Germany 39.73% by Vinci BV, 25.63% by
Kolnische Verwaltungs and
21.62% by AXA
Kolnische Verwaltungs Germany 67.72% by Vinci BV, 22.99% by
AXA Colonia Konzern AG and
8.83% by AXA
AXA Luxembourg SA Luxembourg 100% by AXA Holdings Belgium
AXA Ona Morocco 51% by AXA Participations
Gelderland The Nether- 100% by AXA Holdings Belgium
lands
AXA Oyak Holdings AS Turkey 50% by AXA
AXA Financial Inc. U.S.A. 4.12% by AXA Equity & Law
Life Assurance Society, 43.01
by AXA, 2.97% by AXA
Reassurance, 0.03% by AXA
America, 0.44% by Societe
Beaujon, 3.21% by Fianciere 45
and 6.46% by LOR Finance
AXA Aurora Spain 30% owned by AXA and 40% by
AXA Participations
AXA Equity & Law Plc U.K. 99.94 by AXA Life
Sun Life and Provincial U.K. 34.52% by AXA and 21.81% by
Holdings (SLPH) AXA Equity & Law Plc
xiv
<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 38.6% interest in Donaldson, Lufkin &
Jenrette, Inc., and Equitable Holdings, LLC's 31.7% 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 January 1, 2000.
xv
<PAGE>
Item 27. Number of Contractowners.
As of March 31, 2000, the number of participants in the Association
Members Program offered by the Registrant was 10,649.
Item 28. Indemnification
(a) Indemnification of Directors and Officers
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, Officers and Employees. (a) To the
extent permitted by the 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 of New York,
the Company may provide for further indemnification or
advancement of expenses by resolution of shareholders of the
Company or the 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 on 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) Indemnification of Principal Underwriter
To the extent permitted by the laws of the State of New York and subject to
all applicable requirements thereof, AXA Advisors, LLC ("AXA Advisors," formerly
EQ Financial Consultants, Inc.) 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 AXA Advisors, LLC.
(c) Undertaking: Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors and officers pursuant to
the undertaking described above, or otherwise, Registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in that Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by Registrant of expenses incurred or paid by a director or
officer in the successful defense of any action, suit or proceeding) is asserted
by such director or officer in connection with the interests, 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 that Act and
will be governed by the final adjudication of such issue.
Item 29. Principal Underwriters
(a) AXA Advisors, LLC, an affiliate of Equitable, is the principal
underwriter for Equitable's Separate Account No. 301, Separate
Account No. 45, Separate Account A, and for Separate Account I,
Separate Account FP and EQ Advisors Trust. 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-14
<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
*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
S. Patrick McGunagle Executive Vice President and 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
*James Bodowitz Senior Vice President and
General Counsel
Stephen T. Burnthall Senior Vice President
6435 Shiloh Road
Suite A
Alpharetta, GA 30005
*Catherine P. Eare Senior Vice President
Richard Magaldi Senior Vice President
6435 Shiloh Road
Suite A
Alpharetta, GA 30005
*Robert Schmedt Senior Vice President
*Cindy Schreiner Senior Vice President
*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
*Amy Francesscheni First Vice President
*Anne Nussbaum First Vice President
*Philomena Scamardella First Vice President
*Mark D. Godolsky Vice President and Controller
*Linda J. Galasso Secretary
*Francesca Divone Assistant Secretary
(c) Not applicable.
C-15
<PAGE>
Item 30. Location of Accounts and Records
The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3 promulgated
thereunder, are maintained by The Equitable Life Assurance Society of
the United States at: 135 West 50th Street New York, New York 10020;
1290 Avenue of the Americas New York, New York 10104; and 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-16
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Registrant has caused
this Registration Statement to be signed on its behalf in the City State of New
York, on this 24th day of April, 2000.
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-17
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Depositor has caused
this Registration Statement to be signed on its behalf by the undersigned, in
the City and State of New York, on this 24th day of April, 2000.
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 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
Controller
*DIRECTORS:
Franccoise Colloc'h John T. Hartley Edward D. Miller
Henri de Castries John H.F. Haskell, Jr. Didier Pineau-Valencienne
Joseph L. Dionne Michael Hegarty George J. Sella, Jr.
Denis Duverne Mary R. (Nina) Henderson Peter J. Tobin
Jean-Rene Fourtou W. Edwin Jarmain Stanley B. Tulin
Norman C. Francis George T. Lowy Dave H. Williams
Donald J. Greene
*By /s/ Maureen K. Wolfson
- -------------------------
Maureen K. Wolfson
Attorney-in-Fact
April 24, 2000
C-18
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
- ----------- --------
9(g) Opinion and Consent of Counsel
10(h) Consent of PricewaterhouseCoopers, LLC.
10(i) Powers of Attorney.
C-19
<PAGE>
ROBIN WAGNER
Vice President and Counsel
(212) 314-3962
Fax: (212) 707-7927
E-Mail: [email protected]
LAW DEPARTMENT
[EQUITABLE LOGO]
April 24, 2000
The Equitable Life Assurance
Society of the United States
1290 Avenue of the Americas
New York, NY 10104
Dear Sirs:
This opinion is furnished in connection with the Form N-4 Registration
Statement of The Equitable Life Assurance Society of the United States
("Equitable") under the Securities Act of 1933, as amended (the "Act"), relating
to separate account units of interest ("Units") under a group annuity contract,
as amended, issued by Equitable to Chase Manhattan Bank, N.A. as the Trustee of
The Association Members Retirement Trust and of the Association Members Pooled
Trust for Retirement Plans (the "Members Contract") (the separate accounts
included in the Members Contract being referred to herein collectively as the
"Separate Accounts"). The Members Contract is designed to provide benefits under
retirement plans and trusts adopted by members of certain associations for
themselves and their employees. Such plans and trusts will be qualified under
Section 401 of the Internal Revenue Code of 1986, as amended. The securities
being registered are to be offered in the manner described in the Registration
Statement covering up to $20 million of the plan contributions to be received
under the Members Contract.
I have examined all such corporate records of Equitable and such other
documents and such laws as I consider appropriate as a basis for the opinion
hereinafter expressed. On the basis of such examination, it is my opinion that
1. Equitable is a corporation duly organized and validly existing under the
laws of the State of New York.
2. The Separate Accounts were duly created pursuant to the provisions of the
New York Insurance Law.
<PAGE>
The Equitable Life Assurance
Society of the United States
April 24, 2000
Page 2
3. Assets allocated to the Separate Accounts are owned by Equitable; Equitable
is not a trustee with respect thereto. Under New York State law, the
income, gains and losses, whether or not realized, from assets allocated to
a Separate Account must be credited to or charged against such Account,
without regard to the other income, gains or losses of Equitable.
4. The Members Contract provides that the portion of the assets of the
Separate Accounts equal to the reserves and other contract liabilities
with respect to the Separate Accounts shall not be chargeable with
liabilities arising out of any other business Equitable may conduct.
5. The Members Contract and the Units issued thereunder have been duly
authorized; and the Members Contract constitutes, and the Units when
issued thereunder will constitute, validly issued and binding obligations
of Equitable in accordance with their terms.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Robin Wagner
-----------------------------------
Robin Wagner
Vice President and Counsel
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Registration Statement on Form N-4 (the "Registration
Statement") of (1) our reports dated February 1, 2000 relating to the financial
statements of Separate Account Nos. 3, 4, 10, 51 and 66 of The Equitable Life
Assurance Society of the United States for the year ended December 31, 1999, and
(2) our report dated February 1, 2000 relating to the consolidated financial
statements of The Equitable Life Assurance Society of the United States for the
year ended December 31, 1999, 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 1, 2000 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, 1999, which report
appears in such Prospectus Supplement. We also consent to the references to us
under the headings "Condensed Financial Information" and "About our independent
accountants" in the Prospectus.
/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
New York, New York
April 24, 2000
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Francoise Colloc'h
-----------------------------------
Francoise Colloc'h
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Norman C. Francis
-----------------------------------
Norman C. Francis
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Michael Hegarty
-------------------------------------
Michael Hegarty
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Edward Miller
-------------------------------------
Edward Miller
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Denis Duverne
-------------------------------------
Denis Duverne
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Donald J. Greene
-------------------------------------
Donald J. Greene
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ George T. Lowy
-------------------------------------
George T. Lowy
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Peter J. Tobin
-------------------------------------
Peter J. Tobin
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Joseph L. Dionne
-------------------------------------
Joseph L. Dionne
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ John T. Hartley
-------------------------------------
John T. Hartley
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ John H. F. Haskell, Jr.
-------------------------------------
John H. F. Haskell, Jr.
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
5th day of April, 2000.
/s/ Dave H. Williams
-------------------------------------
Dave H. Williams
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Mary B. (Nina) Henderson
-------------------------------------
Mary B. (Nina) Henderson
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
4th day of April, 2000.
/s/ George J. Sella, Jr.
-------------------------------------
George J. Sella, Jr.
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ W. Edwin Jarmain
-------------------------------------
W. Edwin Jarmain
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
13th day of April, 2000.
/s/ Alvin H. Fenichel
-------------------------------------
Alvin H. Fenichel
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
13th day of April, 2000.
/s/ Jean-Rene Fourtou
-------------------------------------
Jean-Rene Fourtou
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
23rd day of March, 2000.
/s/ Stanley B. Tulin
-------------------------------------
Stanley B. Tulin
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
4th day of April, 2000.
/s/ Henri de Castries
-------------------------------------
Henri de Castries
<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 R. Lee Wilson, Anne M. Katcher, Stuart L. Faust, Nik Malvania, Pauline
Sherman, Naomi J. Weinstein, Mary A. Hyland, Maureen K. Wolfson, Mildred
Oliver, Robin Wagner 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
10th day of April, 2000.
/s/ Didier Pineau Valencienne
-------------------------------------
Didier Pineau Valencienne
