SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)
The Equitable Companies Incorporated
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
29444G 10 7
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(CUSIP Number)
Christianne Butte, Head of Central Legal Department
AXA-UAP, 9, place Vendome
75001 Paris, France
011-331-40-75-56-38
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
With a copy to:
Peter S. Wilson, Esq.
Cravath, Swaine & Moore
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
(212) 474-1000
Not applicable
-----------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the
following box [ ] .
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other parties to
whom copies are to be sent.
*The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
(Continued on following pages)
(Page 1 of 42)
(Exhibits begin on page 23)
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 2 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA-UAP
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
WC; AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 130,545,121 shares (including 37,297,399
EACH shares beneficially owned by subsidiaries
REPORTING of AXA-UAP). See Items 4 and 5.
PERSON WITH
9 SOLE DISPOSITIVE POWER
10 SHARED DISPOSITIVE POWER
130,545,121 shares (including 37,297,399
shares beneficially owned by subsidiaries
of AXA-UAP). See Items 4 and 5.
- ------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,545,121 shares (including 37,297,399 shares beneficially owned
by subsidiaries of AXA-UAP). See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8% (including 37,297,399 shares beneficially owned by
subsidiaries of AXA-UAP). See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
HC, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 3 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Finaxa
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- -------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- -------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Possible indirect beneficial ownership of 130,545,121 shares.
See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
HC, CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 4 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA Assurances I.A.R.D. Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ----------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- ------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Possible indirect beneficial ownership of 130,545,121 shares.
See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 5 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- ------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Possible indirect beneficial ownership of 130,545,121 shares.
See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 6 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
AXA Courtage Assurance Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ----------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- ----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Possible indirect beneficial ownership of 130,545,121 shares.
See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 7 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Alpha Assurances Vie Mutuelle
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[x]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
- ----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
Possible indirect beneficial ownership of 130,545,121 shares.
See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 8 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Claude Bebear, as a Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- -------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 130,545,121 shares. See Items 4 and 5.
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
- --------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,545,121 shares. See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 9 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Patrice Garnier, as a Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- --------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 130,545,121 shares. See Items 4 and 5.
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
- ----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,545,121 shares. See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 10 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Henri de Clermont-Tonnerre, as a Trustee
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
00
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Citizen of France
- -----------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 130,545,121 shares. See Items 4 and 5.
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
- -----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
130,545,121 shares. See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.8%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
IN
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 11 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Lor Finance, S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ----------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
14,000,000 shares. See Items 4 and 5.
- ----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,000,000 shares. See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. 29444G 10 7 SCHEDULE 13D Page 12 of 42 Pages
----------- --- ----
1 NAMES OF REPORTING PERSONS
S.S. or I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Financiere 45
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (a)[ ]
(b)[ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS *
AF
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
- ---------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER
6,968,649 shares. See Items 4 and 5.
- ----------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,968,649 shares. See Items 4 and 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES * [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.1%. See Items 4 and 5.
14 TYPE OF REPORTING PERSON *
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 13 of 42 Pages
This Amendment No. 6 amends and restates in its entirety the
Statement on Schedule 13D ("Schedule 13D") initially filed on August 3,
1992, with the Securities and Exchange Commission by AXA-UAP (formerly
known as AXA and referred to herein as "AXA"), Midi Participations, Finaxa,
the Mutuelles AXA (as herein defined) and the Trustees (as herein defined)
of the Voting Trust (as herein defined), as amended by Amendment No. 1 to
the Schedule 13D filed on September 1, 1992 ("Amendment No. 1"), Amendment
No. 2 to the Schedule 13D filed on October 19, 1992 ("Amendment No. 2"),
Amendment No. 3 to the Schedule 13D filed on May 3, 1993 ("Amendment No.
3"), Amendment No. 4 to the Schedule 13D filed on September 28, 1994
("Amendment No. 4"), and Amendment No. 5 to the Schedule 13D filed on
December 21, 1994 ("Amendment No. 5"), which Schedule 13D relates to the
Common Stock, par value $.01 per share (the "Common Stock"), of The
Equitable Companies Incorporated, a Delaware corporation ("Equitable
Holding").
Item 1. Security and Issuer
The class of equity securities to which this statement relates is
the Common Stock. The address of the principal executive offices of
Equitable Holding is 1290 Avenue of the Americas, New York, New York 10104.
Item 2. Identity and Background
This statement is being filed by (i) AXA, a societe anonyme
organized under the laws of France, (ii) Finaxa, a societe anonyme
organized under the laws of France, (iii) AXA Assurances I.A.R.D. Mutuelle,
AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle (formerly
known as Uni Europe Assurance Mutuelle) and Alpha Assurances Vie Mutuelle
(into which Alpha Assurances I.A.R.D. Mutuelle was merged), four mutual
insurance companies organized under the laws of France (the "Mutuelles
AXA") which, acting as a group, control Finaxa and AXA, (iv) Claude Bebear
(Chairman of the Executive Board of AXA), Patrice Garnier (a member of the
Supervisory Board of AXA) and Henri de Clermont-Tonnerre (a member of the
Supervisory Board of AXA), as Trustees (the "Trustees") of a Voting Trust
(the "Voting Trust") established pursuant to a Voting Trust Agreement dated
as of May 12, 1992, filed as Exhibit 10 hereto, as amended January 22,
1997, such amendment filed as Exhibit 14 hereto, by and among AXA and the
Trustees (the "Voting Trust Agreement"), (v) Lor Finance, S.A., a societe
anonyme organized under the laws of France and a ninety-nine percent owned
subsidiary of AXA ("Lor Finance"), and (vi) Financiere 45, a societe
anonyme organized under the laws of France and a ninety-nine percent owned
subsidiary of AXA. AXA, Finaxa, the Mutuelles AXA, the Trustees, Lor
Finance and Financiere 45 are collectively referred to herein as the
"Reporting Persons".
AXA. AXA is a holding company for an international group of
insurance and related financial service companies. The address of AXA's
principal business and office is 9, place Vendome, 75001 Paris, France.
Approximately 20.9% of the ordinary shares (representing 30.6% of the
voting power) of AXA are directly or indirectly controlled by Finaxa. The
Mutuelles AXA, in addition to their indirect beneficial ownership of AXA
ordinary shares through Finaxa, directly beneficially own approximately
3.3% of AXA's ordinary shares (representing 4.7% of the voting power). In
addition, approximately 2.7% of the ordinary shares of AXA without the
power to vote are owned by certain subsidiaries of AXA.
<PAGE>
Page 14 of 42 Pages
Finaxa. Finaxa is a holding company. The address of Finaxa's
principal business and office is 23, avenue Matignon, 75008 Paris, France.
Approximately 61.9% of the voting shares (representing 73.8% of the voting
power) of Finaxa are owned by the Mutuelles AXA, and approximately 23.3% of
the voting shares (representing 14.8% of the voting power) of Finaxa are
owned by Banque Paribas, a French bank. Acting as a group, the Mutuelles
AXA control Finaxa and AXA.
The Mutuelles AXA. The Mutuelles AXA are AXA Assurances I.A.R.D.
Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle and
Alpha Assurances Vie Mutuelle. Each of the Mutuelles AXA is a mutual
insurance company organized under the laws of France. The address of each
of the Mutuelles AXA's principal business and office is as follows: (i) for
each of AXA Assurances I.A.R.D. Mutuelle and AXA Assurances Vie Mutuelle,
21, rue de Chateaudun, 75009 Paris, France; (ii) for Alpha Assurances Vie
Mutuelle, Tour Franklin, 100-101 Terrasse Boieldieu, Cedex 11, 92042 Paris
La Defense, France; and (iii) for AXA Courtage Assurance Mutuelle, 26, rue
Louis le Grand, 75002 Paris, France.
Lor Finance. Lor Finance is a subsidiary of AXA that beneficially
owns 14,000,000 shares of Common Stock in connection with a stock
compensation plan for key employees of AXA and its affiliates. The address
of Lor Finance's principal business and office is 23, avenue Matignon,
75008 Paris, France.
Financiere 45. Financiere 45 is a subsidiary of AXA that
beneficially owns 6,968,649 shares of Common Stock. The address of
Financiere 45's principal business and office is 23, avenue Matignon, 75008
Paris, France.
The Trustees. In order to ensure, for insurance regulatory
purposes, that certain indirect minority shareholders of AXA are not able
to exercise control over Equitable Holding and certain of its insurance
subsidiaries, AXA has agreed pursuant to the Voting Trust Agreement to
deposit in the Voting Trust the shares of capital stock of Equitable
Holding having voting power beneficially owned by AXA and certain of its
affiliates. AXA or any such affiliate depositing capital stock in the
Voting Trust will remain the beneficial owner of all capital stock
deposited by it in the Voting Trust, but during the term of the Voting
Trust the Trustees will exercise all voting rights with respect to such
capital stock.
The Trustees have agreed to exercise such voting rights with a
view toward protecting the legitimate economic interests of the beneficial
owners of the capital stock deposited in the Voting Trust, subject to
ensuring that certain indirect minority shareholders of AXA do not exercise
control over Equitable Holding or its relevant insurance subsidiaries. The
Trustees generally may act by a unanimous written consent or by the
affirmative vote of at least two Trustees at a meeting called by any
Trustee upon two days' notice. Information with respect to the Trustees is
set forth on Exhibit 1 hereto since each of the Trustees is a member of
either the Executive Committee or the Supervisory Board of AXA.
The (i) name, (ii) residence or business address, (iii) present
principal occupation or employment and the name, principal business and
address of any corporation or other organization in which such employment
is conducted and (iv) citizenship of each of the executive officers and
members of a Conseil d'Administration, Executive Board or
<PAGE>
Page 15 of 42 Pages
Supervisory Board of each of the Reporting Persons are set forth on
Exhibits 1 through 8 hereto. None of the Reporting Persons nor, to the
knowledge of any Reporting Person, any natural person named in such
Exhibits hereto has, during the last five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or was a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of which any such Reporting
Person or person was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
On July 18, 1991, AXA entered into an Investment Agreement dated as
of July 18, 1991, with The Equitable Life Assurance Society of the United
States, a New York life insurance company ("Equitable"), and Equitable
Holding (as amended, the "Investment Agreement"), and, in connection
therewith, AXA purchased from Equitable $1 billion in principal amount of
Equitable's notes (the "Notes"). Pursuant to a Plan of Reorganization
adopted by the Board of Directors of Equitable on November 27, 1991, under
Section 7312 of the Insurance Law of the State of New York (as amended, the
"Reorganization Plan"), on July 22, 1992 (the "Effective Date"), Equitable
was, by operation of law, converted from a mutual life insurance company to
a stock life insurance company (the "Demutualization") and became a
wholly-owned subsidiary of Equitable Holding. On the Effective Date, AXA
acquired beneficial ownership of 69,772,867 shares of Common Stock and, on
October 15, 1992 (the "Adjustment Date"), 2,500,000 shares of Convertible
Preferred Stock, Series A, par value $1.00 per share and stated value $100
per share, of Equitable Holding (the "Convertible Preferred Stock") and
2,989,116 shares of Preferred Stock, Series B, par value $1.00 per share
and stated value $100 per share, of Equitable Holding (the "Redeemable
Preferred Stock") were issued to AXA, all in exchange for the Notes
pursuant to the Investment Agreement and the Reorganization Plan.
Immediately after receiving such shares of Common Stock, Convertible
Preferred Stock and Redeemable Preferred Stock, AXA deposited such shares
into the Voting Trust pursuant to the Voting Trust Agreement. The funds
used to purchase the Notes were obtained entirely from the available
resources of AXA and its subsidiaries and not from borrowings.
On October 27, 1992, AXA transferred a Voting Trust certificate
representing 14,000,000 shares of Common Stock beneficially owned by AXA to
Lor Finance.
On April 21, 1993, AXA purchased 7,844,800 $3.00 Depositary
Shares (the "Depositary Shares"), each Depositary Share representing
ownership of one-tenth of a share of Cumulative Convertible Preferred
Stock, Series C, par value $1.00 per share, of Equitable Holding (the
"Series C Convertible Preferred Stock"), from Equitable Holding for
$381,649,520. Immediately after AXA received the Depositary Shares, AXA
withdrew the 784,480 shares of Series C Convertible Preferred Stock
represented by the Depositary Shares and deposited such shares into the
Voting Trust pursuant to the Voting Trust Agreement. The funds used to
purchase the Depositary Shares were obtained entirely from the available
resources of AXA and its subsidiaries and not from borrowings.
<PAGE>
Page 16 of 42 Pages
On December 16, 1994, AXA transferred a Voting Trust certificate
representing the 2,989,116 shares of Redeemable Preferred Stock to
Financiere 45. On December 19, 1994, (a) AXA received (i) 25,355,759 shares
of Common Stock in exchange for all the shares of Convertible Preferred
Stock and (ii) 784,480 shares of Cumulative Convertible Preferred Stock,
Series E, par value $1.00 per share (the "Series E Convertible Preferred
Stock"), of Equitable Holding in exchange for all the shares of Series C
Convertible Preferred Stock beneficially owned by AXA and (b) Financiere 45
received 15,899,266 shares of Common Stock in exchange for all the shares
of Redeemable Preferred Stock, in each case pursuant to the Exchange
Agreement dated September 27, 1994, between AXA and Equitable Holding (the
"Exchange Agreement"). Immediately after receiving such shares of Common
Stock and Series E Convertible Preferred Stock, AXA and Financiere 45
deposited such shares into the Voting Trust pursuant to the Voting Trust
Agreement.
Subsequently, Financiere 45 transferred Voting Trust certificates
representing a total of 8,930,617 shares of Common Stock beneficially owned
by AXA to AXA Equity & Law Life Assurance Society plc ("AEL"), a
ninety-nine percent owned subsidiary of Sun Life and Provincial Holdings
which is a 72.4% owned subsidiary of AXA.
On January 31, 1997, AXA transferred Voting Trust certificates
representing 307,600 shares of Series E Convertible Preferred Stock to AXA
Reassurance, a ninety-nine percent owned subsidiary of AXA.
On July 11, 1997, Societe Beaujon, a ninety-nine percent owned
subsidiary of AXA ("Societe Beaujon"), purchased 480,150 shares of Common
Stock from the Equitable Holding Stock Employee Compensation Trust ("SECT")
for $16,332,975.00 in cash. On July 14, 1997, Societe Beaujon purchased
479,850 shares of Common Stock from the SECT for $16,559,728.12 in cash.
Immediately after Societe Beaujon received all such shares, it deposited
them into the Voting Trust pursuant to the Voting Trust Agreement. The
funds used to purchase such shares were obtained entirely from the
available resources of Societe Beaujon and not from borrowings.
Following the issuance of the Series E Convertible Preferred
Stock, AXA and AXA Reassurance received additional shares of Common Stock
in payment of the dividends on the Series E Convertible Preferred Stock. On
August 4, 1997, all the shares of Series E Convertible Preferred Stock
beneficially owned by AXA and AXA Reassurance were redeemed and AXA
received 9,732,262 shares and AXA Reassurance received 6,277,562 shares of
Common Stock pursuant to such redemption and additional shares of Common
Stock in payment of accrued dividends. Immediately after receiving such
shares of Common Stock, AXA and AXA Reassurance deposited such shares into
the Voting Trust pursuant to the Voting Trust Agreement.
Item 4. Purpose of Transaction
General
Prior to its purchase of the Notes, AXA had been considering for
some time making a significant investment in a United States insurance
company as part of its established strategy to expand its international
operations. AXA acquired the Notes in
<PAGE>
Page 17 of 42 Pages
order to become a substantial equity investor in Equitable Holding. As
described in Item 3, upon exchange of the Notes AXA became the largest
stockholder of Equitable Holding and after the additional stock
transactions described above, now beneficially owns 58.8% of the
outstanding Common Stock. AXA exercises significant influence over the
operations and capital structure of Equitable Holding, Equitable and their
subsidiaries and has certain rights with respect to Equitable Holding as
described below.
Preemptive Rights. Under the Standstill and Registration Rights
Agreement dated as of July 18, 1991 (as amended, the "Standstill
Agreement"), filed as Exhibit 11 hereto, if from time to time the
percentage of the Total Voting Power (defined in the Standstill Agreement
and generally referring to the total number of votes that may be cast in
the election of directors of Equitable Holding at a meeting of the holders
of all the voting securities of Equitable Holding) represented by the
voting power of all voting securities then owned, directly or indirectly,
by AXA, certain of its affiliates and the Trustees (the "AXA Parties")
would be reduced as a result of any new issuance of voting securities or
convertible securities, AXA (or any other AXA Party designated by it) has
the right to acquire that portion of such new issuance which would result
in the percentage of the Total Voting Power immediately after such issuance
represented by the aggregate voting power of all voting securities then
owned, directly or indirectly, by the AXA Parties equaling the percentage
in effect immediately prior to such issuance (assuming, in the case of
convertible securities, the conversion, exchange or exercise at such time
of all convertible securities to be issued in such issuance), except that
AXA's preemptive rights do not apply to, among other things, any issuance
of voting securities or convertible securities pursuant to certain AXA
approved employee benefit plans. AXA's preemptive rights will be in effect
until the first date on which the AXA Parties own less than 10% of the
Total Voting Power (determined as though all convertible securities owned
by any AXA Party had been converted into voting securities immediately
prior to the time of determination). If Equitable Holding issues voting
securities or convertible securities, it is likely that AXA will exercise
(or designate another AXA Party to exercise) AXA's preemptive rights,
although, depending on the circumstances, it is possible that such
preemptive rights may not be exercised.
In addition, AXA has certain demand and piggy back registration
rights as provided in the Standstill Agreement.
Cooperation Agreement. Under the terms of the Cooperation
Agreement dated as of July 18, 1991 (as amended, the "Cooperation
Agreement"), filed as Exhibit 12 hereto, Equitable, Equitable Holding and
AXA have established a Cooperation Committee, consisting of an equal number
of representatives from AXA and Equitable, that meets at least quarterly.
The Cooperation Committee established an annual cooperation program and
carries out feasibility studies relating to joint projects and ventures. In
addition, the Cooperation Agreement provides for the establishment of
operating committees with respect to strategy, finance and audit matters,
asset management, actuarial matters, products, marketing, organization,
human resources, public relations and electronic data processing systems.
Such operating committees are under the direction of the Cooperation
Committee and meet at least quarterly. The Cooperation Agreement also
provides for the exchange of management between AXA, Equitable and their
respective subsidiaries. Unless earlier terminated by agreement of the
parties, the Cooperation Agreement terminates upon the earlier to occur of
(i) September 30, 2001 and (ii) the
<PAGE>
Page 18 of 42 Pages
first date on which the AXA Parties own voting securities representing less
than 25% of the Total Voting Power.
Exchange Agreement. Under the terms of the Exchange Agreement,
the shares of Common Stock acquired by Financiere 45 (including those
subsequently transferred to AEL) may not be transferred until December 19,
1998, except (i) to certain affiliates of
AXA or (ii) in a transaction in which AXA and its affiliates transfer all
other shares of Common Stock held by them (subject to certain exceptions).
The Reporting Parties may from time to time purchase additional
shares of Common Stock in the open market or in private transactions. The
timing and amount of any such purchases will depend on market conditions,
business conditions and other factors. The Reporting Parties also reserve
the right to make a tender offer or acquire shares of Common Stock in any
other manner in order to further increase their interest in Equitable
Holding. Furthermore, while the Reporting Parties have no present intention
of doing so, they reserve the right to reduce their interest in Equitable
Holding, in whole or in part, by open market or by private sales of Common
Stock.
Except as set forth in this statement, none of the Reporting
Persons has any plan or proposals described in Item 4(a)-(j) of Schedule
13D.
The Voting Trust Agreement, Standstill Agreement, Cooperation
Agreement and Exchange Agreement are hereby incorporated by reference in
this statement and any descriptions thereof contained in this statement are
qualified in their entirety by reference to such Agreements.
Item 5. Interest in Securities of the Issuer
(a) Lor Finance beneficially owns 14,000,000 shares of Common
Stock, Financiere 45 beneficially owns 6,968,649 shares of Common Stock,
AEL beneficially owns 8,930,617 shares of Common Stock, AXA Reassurance
beneficially owns 6,438,133 shares of Common Stock, and Societe Beaujon
beneficially owns 960,000 shares of Common Stock. AXA beneficially owns
130,545,121 shares of Common Stock, including the 37,297,399 shares of
Common Stock beneficially owned by Lor Finance, Financiere 45, AEL, AXA
Reassurance and Societe Beaujon, representing in the aggregate 58.8% of the
shares of Common Stock outstanding.
All the shares of Common Stock beneficially owned by AXA and its
subsidiaries as described above have been deposited in the Voting Trust
pursuant to the terms of the Voting Trust Agreement. Accordingly, the
Trustees may be deemed to be beneficial owners of all shares of Common
Stock beneficially owned by AXA, Lor Finance, Financiere 45, AEL, AXA
Reassurance and Societe Beaujon. In addition, the Mutuelles AXA, as a
group, and Finaxa may be deemed to be beneficial owners of all shares of
Common Stock beneficially owned by AXA, Lor Finance, Financiere 45, AEL,
AXA Reassurance and Societe Beaujon.
To the best knowledge of the Reporting Persons, no executive
officer of any Reporting Person or member of any Reporting Person's Conseil
d'Administration, Executive Board or Supervisory Board, as the case may be,
beneficially owns any shares of Common Stock other than 103,500 shares of
Common Stock (including options to
<PAGE>
Page 19 of 42 Pages
acquire 100,000 shares presently or within 60 days) held by Richard H.
Jenrette, Senior Advisor of Donaldson, Lufkin & Jenrette, Inc. and a member
of AXA's Supervisory Board, 96,000 shares of Common Stock (including
options to acquire 80,000 shares presently or within 60 days) held by John
S. Chalsty, the Chairman and Chief Executive Officer of Donaldson, Lufkin &
Jenrette, Inc. and a member of AXA's Executive Committee, 1,150 shares of
Common Stock held (jointly with his spouse) by Jean-Rene Fourtou, Chairman
and Chief Executive Officer of Rhone-Poulenc S.A. and a member of AXA's
Supervisory Board, 550 shares of Common Stock held (jointly with his
spouse) by Jacques Friedmann, Chairman of AXA's Supervisory Board, and
80,000 shares of Common Stock (including options to acquire 80,000 shares
presently or within 60 days) held by Dave H. Williams, Chairman and Chief
Executive Officer of Alliance Capital Management Corporation and a member
of AXA's Executive Committee.
(b) During the term of the Voting Trust, the Trustees have the
right to exercise all voting rights with respect to the shares of Common
Stock acquired by AXA and the AXA Parties (including Lor Finance,
Financiere 45, AEL, AXA Reassurance and Societe Beaujon) and deposited in
the Voting Trust. By reason of the fact that each Trustee is a member of
either the Executive Board or the Supervisory Board of AXA and by virtue of
the provisions of the Voting Trust Agreement, it is possible that AXA may
be deemed to have shared voting power with respect to the shares of Common
Stock deposited by it and by Lor Finance and Financiere 45, AEL, AXA
Reassurance and Societe Beaujon in the Voting Trust. Each of AXA, Lor
Finance, Financiere 45, AEL, AXA Reassurance and Societe Beaujon has the
power to dispose or direct the disposition of all the shares of Common
Stock deposited by it in the Voting Trust, subject, in the case of
Financiere 45 and AEL, to the provisions of the Exchange Agreement referred
to above. By reason of their relationship with AXA, the Mutuelles AXA, as a
group, and Finaxa may be deemed to share the power to vote or to direct the
vote and to dispose or to direct the disposition of all the shares of
Common Stock beneficially owned by AXA, Lor Finance, Financiere 45, AEL,
AXA Reassurance and Societe Beaujon.
(c) No Reporting Person has effected any transaction in the
Common Stock during the past 60 days.
To the best knowledge of the Reporting Persons, no executive
officer of any Reporting Person or member of any Reporting Person's Conseil
d'Administration, Executive Board or Supervisory Board, as the case may be,
has effected any transaction in the Common Stock during the past 60 days
except that on December 1, 1997, Richard H. Jenrette, Senior Advisor of
Donaldson, Lufkin & Jenrette, Inc. and a member of AXA's Supervisory Board,
in a simultaneous exercise and sale of options, exercised options to
purchase 20,000 shares of Common Stock from Equitable Holding at an
exercise price of $20 per share and simultaneously sold all such shares on
the market for $47.668 per share.
(d) Not applicable.
(e) Midi Participations, formerly a reporting person as to this
statement, was merged into AXA on May 9, 1996. Alpha Assurances I.A.R.D.
Mutuelle, formerly a reporting person as to this statement, was merged into
Alpha Assurances Vie Mutuelle in 1997. In December 1995, Financiere 45
ceased to be the beneficial owner of more than
<PAGE>
Page 20 of 42 Pages
five percent of the Common Stock and, subsequent to this filing, will no
longer be a reporting person as to this statement.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to the Securities of the Issuer.
In addition to the Voting Trust Agreement, the Standstill
Agreement and the Exchange Agreement described in Items 2, 3 and 4 hereof
(which agreements contain provisions which, among others, affect the
transfer or voting of the shares of Common Stock and create preemptive
rights and registration rights), AXA entered into (i) a Letter Agreement
dated May 12, 1992, with Equitable and Equitable Holding (the "Letter
Agreement with Equitable and Equitable Holding"), being filed as Exhibit 15
hereto, which contains provisions relating to the establishment of the
Voting Trust by AXA and certain other related matters, and (ii) a Letter
Agreement dated May 12, 1992 with the Superintendent of Insurance of the
State of New York Insurance Department (the "Letter Agreement with the
Superintendent"), being filed as Exhibit 16 hereto, which contains
provisions relating to the renewal of the Voting Trust upon its termination
under certain circumstances. Each of the above referenced agreements are
hereby incorporated by reference in this statement.
Item 7. Material to be Filed as Exhibits
Exhibit 1 Information with respect to Members of the Executive
Committee and Supervisory Board of AXA
Exhibit 2 Information with respect to Executive Officers of
Finaxa and Members of Finaxa's Conseil d'Administration
Exhibit 3 Information with respect to Executive Officers of AXA
Assurances I.A.R.D. Mutuelle and Members of AXA
Assurances I.A.R.D. Mutuelle's Conseil d'Administration
Exhibit 4 Information with respect to Executive Officers of AXA
Assurances Vie Mutuelle and Members of AXA Assurances
Vie Mutuelle's Conseil d'Administration
Exhibit 5 Information with respect to Executive Officers of AXA
Courtage Assurance Mutuelle and Members of AXA Courtage
Assurance Mutuelle's Conseil d'Administration
Exhibit 6 Information with respect to Executive Officers of
Alpha Assurances Vie Mutuelle and Members of Alpha
Assurances Vie Mutuelle's Conseil d'Administration
Exhibit 7 Information with respect to the Executive Officers
of Lor Finance and Members of Lor Finance's Conseil
d'Administration
Exhibit 8 Information with respect to the Executive Officers of
Financiere 45 and Members of Financiere 45's Conseil
d'Administration
<PAGE>
Page 21 of 42 Pages
Exhibit 9 Filing Agreement with respect to the Schedule 13D
among the Reporting Persons (incorporated by reference
to Exhibit 20 filed with Amendment No. 5 to the
Schedule 13D filed on December 21, 1994)
Exhibit 10 Voting Trust Agreement (incorporated by reference to
Exhibit 9 of the Schedule 13D filed on August 3, 1992)
Exhibit 11 Standstill Agreement (incorporated by reference to
Exhibit 11 of the Schedule 13D filed on August 3, 1992)
Exhibit 12 Cooperation Agreement (incorporated by reference to
Exhibit 12 of the Schedule 13D filed on August 3, 1992)
Exhibit 13 Exchange Agreement (incorporated by reference to
Exhibit 20 filed with Amendment No. 4 to the Schedule
13D filed on September 28, 1994)
Exhibit 14 First Amendment to the Voting Trust Agreement
dated as of January 22, 1997
Exhibit 15 Letter Agreement with Equitable and Equitable Holding
(incorporated by reference to Exhibit 18 of the Schedule
13D filed on August 3, 1992)
Exhibit 16 Letter Agreement with the Superintendent (incorporated
by reference to Exhibit 19 of the Schedule 13D filed on
August 3, 1992)
<PAGE>
Page 22 of 42 Pages
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: December 4, 1997
AXA-UAP, [1]
By
/s/ Gerard de La Martiniere
------------------------------
Name: Gerard de La Martiniere
Title: Senior Executive Vice President
Chief Financial Officer
- --------
[1] Pursuant to the Filing Agreement with respect to Schedule 13D, among
AXA, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle,
AXA Courtage Assurance Mutuelle, Alpha Assurances Vie Mutuelle, Claude
Bebear, Patrice Garnier and Henri de Clermont-Tonnerre, as Trustees under
the Voting Trust Agreement, Financiere 45 and Lor Finance, S.A., Exhibit 9
to this statement on Schedule 13D, this statement on Schedule 13D is filed
on behalf of each of them.
<PAGE>
Page 23 of 42 Pages
Exhibit 1
Members of the Executive Committee and Supervisory Board
of
AXA
The names and titles (for the Executive Committee members) of the
Members of the Executive Committee and Supervisory Board of AXA and their
business addresses and principal occupations are set forth below. If no
address is given, the Member's business is that of AXA-UAP at 9, place
Vendome, 75001 Paris, France. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to AXA and each individual
is a citizen of the Republic of France.
Members of the Executive Committee
Name, Business Address Present Principal Occupation
Claude Bebear Chairman of the Executive Board
Donald Brydon (1) Senior Executive Vice President, AXA
Asset Management Europe
Henri de Castries Senior Executive Vice President,
Financial Services and Insurance
Activities (U.S. and U.K.)
John Chalsty (2) Senior Executive Vice President;
Chairman and Chief Executive Officer,
Donaldson, Lufkin & Jenrette, Inc.
(investment banking)
Francoise Colloc'h Senior Executive Vice President, Group
Human Resources and Communications
Jean-Pierre Gerard (3) Senior Executive Vice President; Chief
Executive Officer, Royale Belge
(insurance)
Denis Kessler Senior Executive Vice President,
Insurance Activities outside France, the
U.K. and the U.S.
Claas Kleyboldt (4) Senior Executive Vice President;
Chairman of the Executive Board of
AXA Colonia Konzern AG (insurance)
<PAGE>
Page 24 of 42 Pages
Name, Business Address Present Principal Occupation
Gerard de La Martiniere Senior Executive Vice President, Chief
Financial Officer
Jean-Louis Meunier Senior Executive Vice President, Chief
Underwriting Officer
Edward Miller Senior Executive Vice President, Chief
Executive Officer, Equitable Companies
Michel Pinault Senior Executive Vice President, Group
Administration
Claude Tendil Senior Executive Vice President,
French Insurance Activities,
international risks, transnational
insurance projects and information
systems policy
Geoff Tomlinson (5) Senior Executive Vice President;
Managing Director, National Mutual
Holdings (insurance)
Dave H. Williams (2) Senior Executive Vice President;
Chairman and Chief Executive Officer,
Alliance Capital Management
Corporation (investment adviser)
Mark Wood Senior Executive Vice President;
Managing Director Sun Life and
Provincial
Members of the Supervisory Board
Name, Business Address Present Principal Occupation
Jacques Friedmann Chairman of the Supervisory Board,
AXA
Jean-Louis Beffa Chairman and Chief Executive Officer,
"Les Miroirs" Compagnie de St. Gobain (industry)
Cedex 27
92096 Paris La Defense,
France
<PAGE>
Page 25 of 42 Pages
Name, Business Address Present Principal Occupation
Antoine Bernheim General Partner, Lazard Freres et Cie
121, Boulevard Haussman (investment banking); Chairman,
75008 Paris, France Assicurazioni Generali S.p.A.
(insurance)
Jacques Calvet Former Chairman of the Executive Board,
75, avenue de la Grande Armee Peugeot S.A. (auto manufacturer)
75116 Paris, France
Henri de Clermont-Tonnerre Chairman of the Supervisory Board,
90, rue de Miromesnil Qualis SCA (transportation)
75008 Paris, France
David Dautresme General Partner, Lazard Freres et Cie
121, Boulevard Haussman (investment banking)
75008 Paris, France
Guy Dejouany Honorary Chairman, Compagnie
52, rue d'Anjou Generale des Eaux (industry and
75008 Paris, France services)
Paul Desmarais (7) Chairman and Chief Executive Officer,
751, Square Victoria Power Corporation of Canada (industry
Montreal, Quebec and services)
H3Y 3J7 Canada
Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
Michel Francois-Poncet Chairman of the Supervisory Board,
3, rue d'Autin Compagnie Financiere de Paribas
75002 Paris, France (financial services and banking)
Patrice Garnier Retired
Latreaumont
76360 Barentin, France
Anthony J. Hamilton (1) General Partner, Fox-Pitt, Kelton
35 Wilson Street Limited (finance)
London, England EC2M 2SJ
<PAGE>
Page 26 of 42 Pages
Name, Business Address Present Principal Occupation
Henri Hottinguer (6) Chairman and Chief Executive Officer,
38, rue de Provence Banque Hottinguer (banking)
75009 Paris, France
Richard H. Jenrette (2) Senior Advisor, Donaldson, Lufkin &
c/o Donaldson, Lufkin Jenrette, Inc. (investment banking)
& Jenrette, Inc.
277 Park Avenue
New York, New York 10172
Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
Gerard Mestrallet Chairman of the Executive Board of
1, rue d'Astorg Suez Lyonnaise des Eaux
75008 Paris, France
Friedel Neuber Chairman of the Executive Board,
Girozentrade Herzogstrasse 15 WestDeutsche Landesbank (banking)
D40127 Dusseldorf, Germany
Alfred von Oppenheim (4) Chairman, Bank Oppenheim (banking)
Konsortium Oppenheim
Unter SachsenRausen 4
50667 Koln, Germany
Michel Pebereau Chairman and Chief Executive Officer,
16, Boulevard des Italiens Banque Nationale de Paris (banking)
75009 Paris, France
Didier Pineau-Valencienne Chairman and Chief Executive Officer,
64-70, avenue Jean Baptiste Schneider S.A. (electric equipment)
Clement
92646 Boulogne Cedex, France
Bruno Roger General Partner, Lazard Freres & Cie
21, Boulevard Haussman (investment banking)
75008 Paris, France
Simone Rozes First Honorary President, Cour de
2, rue Villaret de Joyeuse Cassation (government)
75017 Paris, France
<PAGE>
Page 27 of 42 Pages
- -------------------------------------
(1) Citizen of the United Kingdom
(2) Citizen of the United States of America
(3) Citizen of Belgium
(4) Citizen of Germany
(5) Citizen of Australia
(6) Citizen of Switzerland
(7) Citizen of Canada
<PAGE>
Page 28 of 42 Pages
Exhibit 2
Executive Officers and
Members of Conseil d'Administration
of
FINAXA
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of Finaxa and their business addresses and
principal occupations are set forth below. If no address is given, the
Member's or Executive Officer's business address is that of Finaxa at 23,
avenue Matignon, 75008 Paris, France. Unless otherwise indicated, each
occupation set forth opposite an individual's name refers to Finaxa and
each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman and Chief Executive Officer;
Chairman of the Executive Board, AXA
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board,
90, rue de Miromesnil Qualis SCA (transportation)
75008 Paris, France
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
Latreaumont
76360 Barentin, France
* Henri Hottinguer (1) Chairman and Chief Executive Officer,
38, rue de Provence Banque Hottinguer (banking)
75009 Paris, France
* Paul Hottinguer (1) Assistant Chairman and Chief
38, rue de Provence Executive Officer, Banque Hottinguer
75009 Paris, France (banking)
* Emilio De Ybarra Y Churruca Chairman and Chief Executive Officer,
Paseo de la Castellana, 81 Banco Bilbao Vizcaya
28046 Madrid, Spain
* Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
<PAGE>
Page 29 of 42 Pages
Name, Business Address Present Principal Occupation
* Andre Levy-Lang Chief Executive Officer, Paribas
3, rue d'Antin
75002 Paris, France
Gerard de La Martiniere Chief Executive Officer; Senior
Executive Vice President, Chief
Financial Officer, AXA
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
- -------------------------------
* Member, Conseil d'Administration
(1) Citizen of Switzerland
<PAGE>
Page 30 of 42 Pages
Exhibit 3
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES I.A.R.D. MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of AXA Assurances I.A.R.D. Mutuelle and
their business addresses and principal occupations are set forth below. If
no address is given, the Member's or Executive Officer's business address
is that of AXA Assurances I.A.R.D. Mutuelle at 21, rue de Chateaudun, 75009
Paris, France. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to AXA Assurances I.A.R.D. Mutuelle
and each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman; Chairman of the Executive
23, avenue Matignon Board, AXA
75008 Paris, France
Jean-Luc Bertozzi Executive Officer
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie
5, rue la Bruyere (industry)
75009 Paris, France
* Gerard Coutelle Retired
* Henri de Castries Senior Executive Vice President,
23, avenue Matignon Financial Services and Life Insurance
75008 Paris, France Activities (U.S. & U.K.), AXA
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
Latreaumont
76360 Barentin, France
* Henri Lachmann Chairman and Chief Executive Officer,
56, rue Jean Giraudoux Strafor Facom (office furniture)
67000 Strasbourg, France
* Francois Richer Retired
<PAGE>
Page 31 of 42 Pages
Name, Business Address Present Principal Occupation
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Claude Tendil Senior Executive Vice President,
French Insurance Activities,
international risks, transnational
insurance projects and information
systems policy
* Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management
75018 Paris, France consulting)
* Francis Vaudour Chief Executive Officer, Segafredo
14, boulevard Industriel Zanetti France S.A. (coffee importing
76301 Sotteville les Rouen, and processing)
France
- --------------------------------------
* Member, Conseil d'Administration
<PAGE>
Page 32 of 42 Pages
Exhibit 4
Executive Officers and
Members of Conseil d'Administration
of
AXA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of AXA Assurances Vie Mutuelle and their
business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is
that of AXA Assurances Vie Mutuelle at 21, rue de Chateaudun, 75009 Paris,
France. Unless otherwise indicated, each occupation set forth opposite an
individual's name refers to AXA Assurances Vie Mutuelle and each individual
is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman; Chairman of the Executive
23, avenue Matignon Board, AXA
75008 Paris, France
Jean-Luc Bertozzi Executive Officer
* Jean-Pierre Chaffin Manager, Federation de la Metallurgie
5, rue la Bruyere (industry)
75009 Paris, France
* Henri de Castries Senior Executive Vice President,
23, avenue Matignon Financial Services and Life Insurance
75008 Paris, France Activities (U.S. & U.K.), AXA
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board,
90, rue de Miromesnil Qualis SCA (transportation)
75008 Paris, France
* Gerard Coutelle Retired
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Henri Lachmann Vice Chairman; Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Francois Richer Retired
<PAGE>
Page 33 of 42 Pages
Name, Business Address Present Principal Occupation
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Claude Tendil Senior Executive Vice President,
French Insurance Activities,
international risks, transnational
insurance projects and information
systems policy
* Nicolas Thiery Chairman and Chief Executive Officer,
6 Cite de la Chapelle Etablissements Jaillard (management
75018 Paris, France consulting)
* Francis Vaudour Chief Executive Officer, Segafredo
14, boulevard Industriel Zanetti France S.A. (coffee importing
76301 Sotteville les Rouen, and processing)
France
- ----------------------------------------
* Member, Conseil d'Administration
<PAGE>
Page 34 of 42 Pages
Exhibit 5
Executive Officers and
Members of Conseil d'Administration
of
AXA COURTAGE ASSURANCE MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of AXA Courtage Assurance Mutuelle and
their business addresses and principal occupations are set forth below. If
no address is given, the Member's or Executive Officer's business address
is that of AXA Courtage Assurance Mutuelle at 26, rue de Louis-le-Grand,
75002 Paris, France. Unless otherwise indicated, each occupation set forth
opposite an individual's name refers to AXA Courtage Assurance Mutuelle and
each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman; Chairman of the Executive
23, avenue Matignon Board, AXA
75008 Paris, France
* Francis Cordier Chairman and Chief Executive Officer,
rue Nicephore Niepce Group Demay Lesieur (food industry)
BP 232 76304
Sotteville Les Rouen, France
* Gerard Coutelle Retired
* Henri de Castries Senior Executive Vice President,
23, avenue Matignon Financial Services and Life Insurance
75008 Paris, France Activities (U.S. & U.K.), AXA
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
Latreaumont
76360 Barentin, France
* Henri Lachmann Vice Chairman; Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Francis Magnan Chairman and Chief Executive Officer,
50, boulevard des Dames Compagnie Daher (air and sea
13002 Marseille, France transportation)
<PAGE>
Page 35 of 42 Pages
Name, Business Address Present Principal Occupation
* Jean de Ribes Chairman and Chief Executive Officer,
13, rue Notre Dame des Banque Rivaud (banking)
Victoires
75008 Paris, France
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Jean-Paul Saillard Executive Manager, AXA
23, avenue Matignon
75008 Paris, France
* Claude Tendil Senior Executive Vice President,
21, rue de Chateaudun French Insurance Activities,
75009 Paris, France international risks, transnational
insurance projects and information
systems policy
------------------------------------
* Member, Conseil d'Administration
<PAGE>
Page 36 of 42 Pages
Exhibit 6
Executive Officers and
Members of Conseil d'Administration
of
ALPHA ASSURANCES VIE MUTUELLE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of Alpha Assurances Vie Mutuelle and their
business addresses and principal occupations are set forth below. If no
address is given, the Member's or Executive Officer's business address is
that of Alpha Assurances Vie Mutuelle at Tour Franklin, 100/101 Terrasse
Boieldieu, Cedex 11, 92042 Paris La Defense, France. Unless otherwise
indicated, each occupation set forth opposite an individual's name refers
to Alpha Assurances Vie Mutuelle and each individual is a citizen of the
Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman; Chairman of the Executive
23, avenue Matignon Board, AXA
75008 Paris, France
* Henri Brischoux Corporate Secretary; AXA France
21, rue de Chateaudun
75009 Paris, France
* Bernard Cornille Retired
71 Voie du Bois Brule
78170 La Celle Saint Cloud
France
* Henri de Castries Senior Executive Vice President,
23, avenue Matignon Financial Services and Life Insurance
75008 Paris, France Activities (U.S. & U.K.), AXA
* Henri de Clermont-Tonnerre Chairman of the Supervisory Board,
90, rue de Miromesnil Qualis SCA (transportation)
75008 Paris, France
* Claude Fath Executive Officer
* Jean-Rene Fourtou Chairman and Chief Executive Officer,
25, quai Paul Doumer Rhone-Poulenc S.A. (industry)
92408 Courbevoie, France
* Patrice Garnier Retired
Latreaumont
76360 Barentin, France
<PAGE>
Page 37 of 42 Pages
Name, Business Address Present Principal Occupation
* Henri Lachmann Vice Chairman; Chairman and Chief
56, rue Jean Giraudoux Executive Officer, Strafor Facom
67000 Strasbourg, France (office furniture)
* Georges Rousseau Retired
2, rue des Mouettes
76130 Mont Saint Aignan,
France
* Claude Tendil Senior Executive Vice President,
21, rue de Chateaudun French Insurance Activities,
75009 Paris, France international risks, transnational
insurance projects and information
systems policy
* Francis Vaudour Chief Executive Officer, Segafredo
14, boulevard Industriel Zanetti France S.A. (coffee importing
76301 Sotteville les Rouen, and processing)
France
--------------------------------------
* Member, Conseil d'Administration
<PAGE>
Page 38 of 42 Pages
Exhibit 7
Executive Officers and Members of Conseil d'Administration
of
LOR FINANCE
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of Lor Finance and their business
addresses and principal occupations are set forth below. Unless otherwise
indicated, each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Jean-Paul Saillard Executive Manager, AXA
23, avenue Matignon
75008 Paris, France
* Cedric de Linares Head of Corporate Finance and
40, rue du Colisee Treasury Department, AXA
75008 Paris, France
* Christianne Butte Head of Central Legal Department,
40, rue du Colisee AXA
75008 Paris, France
* Francois Robinet Corporate Treasurer, AXA
40, rue du Colisee
75008 Paris, France
- ---------------------------------------
* Member, Conseil d'Administration
<PAGE>
Page 39 of 42 Pages
Exhibit 8
Executive Officers and
Members of Conseil d'Administration of
FINANCIERE 45
The names of the Members of Conseil d'Administration and the names and
titles of the Executive Officers of Financiere 45 and their business
addresses and principal occupations are set forth below. Unless otherwise
indicated, each individual is a citizen of the Republic of France.
Name, Business Address Present Principal Occupation
* Claude Bebear Chairman of the Board; Chairman of
AXA-UAP the Executive Board, AXA
23, avenue Matignon
75008 Paris, France
Patrice Garnier Retired
Latreaumont
76360 Barentin, France
Henri de Clermont-Tonnerre Chairman of the Supervisory Board,
90, rue de Miromesnil Qualis SCA
75008 Paris, France (transportation)
Gerard de La Martiniere Senior Executive Vice President,
AXA-UAP Chief Financial Officer, AXA
23, avenue Matignon
75008 Paris, France
- ----------------------------------------
* Member, Conseil d'Administration
<PAGE>
Page 40 of 42 Pages
Exhibit 14
FIRST AMENDMENT dated as of January 22, 1997, to the
Voting Trust Agreement (the "Voting Trust Agreement") dated
as of May 12, 1992, by and among AXA, a societe anonyme
organized under the laws of France ("AXA"), and each of the
persons designated at the end of the Voting Trust Agreement
as Voting Trustees (collectively, the "Voting Trustees").
W I T N E S S E T H:
WHEREAS AXA and the Voting Trustees heretofore entered into the
Voting Trust Agreement relating to the ownership of the common stock of The
Equitable Companies Incorporated, a Delaware corporation (the "Company");
WHEREAS AXA changed its corporate governance structure by
replacing its Conseil d'Administration with a Supervisory Board and an
Executive Board;
WHEREAS AXA and the Voting Trustees wish to amend the Voting
Trust Agreement to reflect such corporate governance changes.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants and conditions contained herein, the parties hereto agree
as follows:
1. Voting Trustees. The Voting Trust Agreement is hereby amended
by deleting clause (i) of the fourth sentence of Section 2(a) of the Voting
Trust Agreement and substituting therefor the following:
"(i) is a member of the Conseil d'Administration of AXA or, if at any
time AXA does not have a Conseil
<PAGE>
Page 41 of 42 Pages
d'Administration, a member of either the Supervisory Board of AXA or the
Executive Board of AXA".
2. Governing Law. This Amendment shall be governed by and
construed and enforced in accordance with the laws of the State of New York
without regard to the principles of conflict of laws, except to the extent
that the General Corporation Law of the State of Delaware is mandatorily
applicable to the subject matter of any provision of this Amendment.
3. Counterparts. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which shall constitute
one and the same instrument.
4. Filing in Registered Office. The Voting Trustees shall file or
cause to be filed this Amendment and any counterpart hereof in the
registered office of the Company in the State of Delaware.
5. Continuing Agreement. Except as expressly set forth in this
Amendment, the Voting Trust Agreement shall continue in full force and
effect and is hereby ratified and confirmed in all respects.
6. Effectiveness. This Amendment is being effectuated by this
written agreement of the parties hereto with the written consent of the
Superintendent of Insurance
<PAGE>
Page 42 of 42 Pages
of the State of New York pursuant to Section 21 of the Voting Trust
Agreement.
IN WITNESS WHEREOF, AXA and each Voting Trustee have executed
this Amendment as of the date first written above.
AXA
by
/s/ Claude Bebear
---------------------
Name: Claude Bebear
Title: Chairman of the
Executive Board
VOTING TRUSTEES
/s/ Claude Bebear
----------------------
Name: Claude Bebear
/s/ Patrice Garnier
-----------------------
Name: Patrice Garnier
/s/ Henri de Clermont-Tonnerre
----------------------------------
Name: Henri de Clermont-Tonnerre
