Page 1 of 24 Pages
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 2)*
Terra Nova Bermuda Holdings Ltd.
-------------------------------------------------
(NAME OF ISSUER)
Common Stock
-------------------------------------------------
(TITLE OF CLASS OF SECURITIES)
G87615103
-------------------------------------------------
(CUSIP NUMBER)
December 31, 1998
-------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
X Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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 PAGE(S))
<PAGE>
CUSIP NO. G87615103 13G Page 2 of 24 Pages
1- NAME OF REPORTING PERSON
AXA Assurances I.A.R.D. Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 4,924,799
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 4,927,629
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,927,629
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. G87615103 13G Page 3 of 24 Pages
1- NAME OF REPORTING PERSON
AXA Assurances Vie Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 4,924,799
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 4,927,629
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,927,629
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. G87615103 13G Page 4 of 24 Pages
1- NAME OF REPORTING PERSON
AXA Conseil Vie Assurance Mutuelle
(formerly Alpha Assurances Vie Mutuelle)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 4,924,799
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 4,927,629
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,927,629
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. G87615103 13G Page 5 of 24 Pages
1- NAME OF REPORTING PERSON
AXA Courtage Assurance Mutuelle
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [X]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 4,924,799
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 4,927,629
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,927,629
(Not to be construed as an admission of beneficial ownership)
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1%
12- TYPE OF REPORTING PERSON *
IC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. G87615103 13G Page 6 of 24 Pages
1- NAME OF REPORTING PERSON
AXA (formerly AXA-UAP)
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
France
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 4,924,799
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 4,927,629
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,927,629
(Not to be construed as an admission of beneficial ownership)
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP NO. G87615103 13G Page 7 of 24 Pages
1- NAME OF REPORTING PERSON
THE EQUITABLE COMPANIES INCORPORATED
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-3623351
2- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP * (A) [ ]
(B) [ ]
3- SEC USE ONLY
4- CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
NUMBER OF SHARES BENEFICIALLY OWNED
AS OF December 31, 1998 BY EACH REPORTING PERSON WITH
5- SOLE VOTING POWER 0
6- SHARED VOTING POWER 4,924,799
7- SOLE DISPOSITIVE POWER 0
8- SHARED DISPOSITIVE POWER 4,927,629
9- AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,927,629
10- CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11- PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
18.1%
12- TYPE OF REPORTING PERSON *
HC
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 8 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donaldson, Lufkin & Jenrette, Inc. 13-1898818
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 4,924,799
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 4,927,629
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,924,799
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
18.1%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 9 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Donaldson, Lufkin & Jenrette Securities Corporation 13-2741729
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 134,352
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 137,182
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,182
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.5%
12. TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 10 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Capital Investors, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 4,790,447
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 4,790,447
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,790,447
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
17.6%
12. TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 11 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 3,282,779
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 3,282,779
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,282,779
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 12 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 3,282,779
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 3,282,779
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,282,779
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
12.0%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 13 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ LBO Plans Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 577,678
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 577,678
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
577,678
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 14 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ First ESC, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 577.678
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 577,678
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
577,678
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
2.1%
12 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 15 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJMB Overseas Partners, C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 2,183,345
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 2,183,345
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,183,345
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.0%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 16 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ International Partners, C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 1,039,181
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 1,039,181
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,039,181
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.8%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 17 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Offshore Partners, C.V.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 60,253
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 60,253
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
60,253
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.2%
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. G87615103 13G Page 18 of 24 Pages
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
DLJ Merchant Banking Funding, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5. SOLE VOTING POWER 0
SHARES
BENEFICIALLY 6. SHARED VOTING POWER 929,990
OWNED BY
EACH 7. SOLE DISPOSITIVE POWER 0
REPORTING
PERSON WITH 8. SHARED DISPOSITIVE POWER 929,990
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,990
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES [ ]
CERTAIN SHARES*
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
3.4%
12. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1(a) Name of Issuer: Page 19 of 24 Pages
Terra Nova Bermuda Holdings Ltd.
Item 1(b) Address of Issuer's Principal Executive Offices:
Richmnd House
12 Par-La-Ville Rd.
Hamilton HM 11, Bermuda
Item 2(a) and 2(b)
Name of Person Filing and Address of Principal Business Office:
AXA Conseil Vie Assurance Mutuelle
(formerly Alpha Assurances Vie Mutuelle)
100-101 Terrasse Boieldieu
92042 Paris La Defense France
AXA Assurances I.A.R.D Mutuelle and
AXA Assurances Vie Mutuelle
21, rue de Chateaudun
75009 Paris France
AXA Courtage Assurance Mutuelle
26, rue Louis le Grand
75002 Paris France
as a group (collectively, the 'Mutuelles AXA').
AXA (formerly, AXA-UAP)
9 Place Vendome
75001 Paris France
The Equitable Companies Incorporated
1290 Avenue of the Americas
New York, New York 10104
Alliance Capital Management L.P.
1345 Avenue of the Americas
New york, New York 10105
Donaldson, Lufkin & Jenrette, Inc.
Donaldson, Lufkin & Jenrette Securities Corporation
DLJ Capital Investors, Inc.
DLJ Merchant Banking, Inc.
DLJ Merchant Banking, L.P.
DLJ LBO Plans Management Corporation
DLJ First ESC, L.P.
DLJMB Overseas Partners, C.V.
DLJ International Partners, C.V.
DLJ Offshore Partners, C.V.
DLJ Merchant Banking Funding, Inc.
277 Park Avenue,
New York, NY 10172.
(Please contact Patrick Meehan at (212) 641-8234
with any questions.)
<PAGE>
Page 20 of 24 Pages
Item 2(c) Citizenship:
Each of the persons filing this statement is a United States
citizen, a corporation or limited partnership organized under the
laws of a state of the United States or a trust created or
governed under the laws of a state of the United States except as
noted below:
Mutuelles AXA and AXA - France
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
G87615103
Item 3. Type of Reporting Person:
The Equitable Companies HC
The Mutuelles AXA, as a group HC
AXA HC
Alliance Capital Management L.P. IA
Donaldson, Lufkin & Jenrette, Inc. HC
Donaldson, Lufkin & Jenrette Securities Corporation BD
DLJ Capital Investors, Inc. HC
DLJ Merchant Banking, Inc. CO
DLJ Merchant Banking, L.P. PN
DLJ LBO Plans Management Corporation CO
DLJ First ESC, L.P. PN
DLJMB Overseas Partners, C.V. PN
DLJ International Partners, C.V. PN
DLJ Offshore Partners, C.V. PN
DLJ Merchant Banking Funding, Inc. CO
<PAGE>
<TABLE>
Item 4. Ownership as of December 31, 1998: Page 21 of 24 Pages
<CAPTION>
Class B Shares (a) Total
Class A Convertible Shares
Shares into Beneficially (b) Percent
Owned Class A Shares Owned of Class (1)
<S> <C> <C> <C> <C>
The Mutuelles AXA, as a group (2) 4,938,767 18.1%
AXA (2) 4,938,767 18.1%
The Equitable Companies Incorporated 4,938,767 18.1%
Donaldson, Lufkin & Jenrette, Inc. 4,927,629 18.1%
Donaldson, Lufkin & Jenrette Securities Corporation 84,878 52,304 137,182 0.5%
DLJ Capital Investors, Inc. 4,790,447 17.6%
DLJ Merchant Banking, Inc. 3,282,779 12.0%
DLJ Merchant Banking, L.P. 3,282,779 12.0%
DLJ LBO Plans Management Corporation 577,678 2.1%
DLJ First ESC, L.P. 352,816 224,862 577,678 2.1%
DLJMB Overseas Partners, C.V. 1,121,517 1,061,828 2,183,345 8.0%
DLJ International Partners, C.V. 967,499 71,682 1,039,181 8.0%
DLJ Offshore Partners, C.V. 36,797 23,456 60,253 0.2%
DLJ Merchant Banking Funding, Inc. 567,905 362,085 929,990 3.4%
</TABLE>
(1) Based on 27,162,951 shares outstanding (25,366,734 Class A shares
outstanding as reported in the Company's most recent 10-Q report and
1,796,217 Class B shares, which are convertible into Class A shares).
(2) Each of the Mutuelles AXA, as a group, and AXA expressly declares that
the filing of this Schedule 13G shall not be construed as an admission
that it is, for purposes of Section 13(d) of the Exchange Act, the
beneficial owner of any securities covered by this Schedule 13G.
<PAGE>
<TABLE>
ITEM 4. Ownership as of 12/31/98(CONT.) Page 22 of 24 Pages
(c) Deemed Voting Power and Disposition Power:
<CAPTION>
(i) Sole (ii) Shared (iii) Sole power (iv) Shared
power to vote power to vote to dispose or to power to dispose
or to direct or to direct direct the or to direct the
the vote the vote disposition of disposition of
<S> <C> <C> <C> <C>
The Mutuelles AXA, as a group 0 4,924,799 0 4,927,629
AXA 0 4,924,799 0 4,927,629
The Equitable Companies Incorporated 0 4,924,799 0 4,927,629
Donaldson, Lufkin & Jenrette, Inc. 0 4,924,799 0 4,927,629
Donaldson, Lufkin & Jenrette Securities Corporation 0 134,352 0 137,182
DLJ Capital Investors, Inc. 0 4,790,447 0 4,790,447
DLJ Merchant Banking, Inc. 0 3,282,779 0 3,282,779
DLJ Merchant Banking, L.P. 0 3,282,779 0 3,282,779
DLJ LBO Plans Management Corporation 0 577,678 0 577,678
DLJ First ESC, L.P. 0 577,678 0 577,678
DLJMB Overseas Partners, C.V. 0 2,183,345 0 2,183,345
DLJ International Partners, C.V. 0 1,039,181 0 1,039,181
DLJ Offshore Partners, C.V. 0 60,253 0 60,253
DLJ Merchant Banking Funding, Inc. 0 929,990 0 929,990
</TABLE>
(Each of the above subsidiaries of the Equitable Companies operates under
independent management and makes independent voting and investment
decisions).
<PAGE>
Page 23 of 24 Pages
Item 5.
Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following.
( )
Item 6.
Ownership of More than Five Percent on behalf of Another Person. N/A
Item 7.
Identification and Classification of the Subsidiary which Acquired
the Security Being Reporting on by the Parent Holding Company:
This Schedule 13G is being filed by Equitable Companies; AXA,
which beneficially owns a majority interest in Equitable Companies;
and the Mutuelles AXA, which as a group control AXA:
( ) in the Mutuelles AXAs' capacity, as a group, acting as a parent
holding company with respect to the holdings of the following
AXA entity or entities;
( ) in AXA's capacity as a parent holding company with respect
to the holdings of the following AXA entity or entities:
(X) in EQUITABLE COMPANIES capacity as a parent holding company
with respect to the holdings of its following subsidiaries:
(X) Donaldson, Lufkin & Jenrette, Inc.
(X) Donaldson, Lufkin & Jenrette Securities Corporation
(X) DLJ Capital Investors, Inc.
(X) DLJ Merchant Banking, Inc.
(X) DLJ Merchant Banking, L.P.
(X) DLJ LBO Plans Management Corporation
(X) DLJ First ESC, L.P.
(X) DLJMB Overseas Partners, C.V.
(X) DLJ International Partners, C.V.
(X) DLJ Offshore Partners, C.V.
(X) DLJ Merchant Banking Funding, Inc.
<PAGE>
Page 24 of 24 Pages
Item 8. Identification and Classification of Members of the Group. N/A
---------------------------------------------------------
Item 9. Notice of Dissolution of Group: N/A
------------------------------
Item 10. Certification:
-------------
By signing below I certify that to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.
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: March 26, 1999 THE EQUITABLE COMPANIES INCORPORATED*
/s/ Alvin H. Fenichel
--------------------------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
*Pursuant to the Joint Filing Agreement with respect to Schedule 13G
attached hereto as Exhibit I, among The Equitable Companies Incorporated,
AXA Conseil Vie Assurance Mutuelle, AXA Assurances I.A.R.D Mutuelle, AXA
Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, and AXA,
this statement Schedule 13G is filed on behalf of each of them.
EXHIBIT I
JOINT FILING AGREEMENT
----------------------
Each of the undersigned hereby agrees that the
Schedule 13G filed herewith is filed jointly, pursuant to
Rule 13d-1(f)(1) of the Securities Exchange Act of 1934,
as amended on behalf of each of them.
Dated: March 26, 1999
The Equitable Companies Incorporated
BY: /s/ Alvin H. Fenichel
-------------------------
Alvin H. Fenichel
Senior Vice President
and Controller
AXA Assurances I.A.R.D. Mutuelle; AXA Assurances Vie Mutuelle;
AXA Conseil Vie Assurance Mutuelle; AXA Courtage Assurance
Mutuelle, as a group, and AXA
Signed on behalf of each of the above entities
BY: /s/ Alvin H. Fenichel
-----------------------------------------
Alvin H. Fenichel
Attorney-in-Fact
(Executed pursuant to Powers of Attorney)
<PAGE>
Exhibit 1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENT that DLJ CAPITAL INVESTORS, INC., a
Delaware corporation (the "Company"), hereby constitutes and appoints Marjorie
White, from the date hereof until such time as this Power of Attorney is
revoked in writing, to act as its true and lawful agent and attorney-
in-fact with full power and authority, in the name of and on behalf of the
Company to execute, consent to, swear to, acknowledge, file, amend and/or
modify and deliver one or more filings on Schedule 13-G and any and all
subsequent filings made by or on behalf of the Securities and Exchange
Commission pursuant to the Securities Act and/or the Securities Exchange Act of
1934, as amended.
IN WITNESS WHEREOF, the undersigned has executed this power of attorney
this 26th day of March 1999.
DLJ CAPITAL INVESTORS, INC.
/s/ Marjorie White
- - --------------------------------------
by: Marjorie White/Corporate Secretary
