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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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AXA FINANCIAL, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
13-3623351
(I.R.S. Employer Identification No.)
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(Address, including zip code, and telephone number,
including area code, of registrant's
principal executive offices)
C/O ROBERT E. GARBER
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AXA FINANCIAL, INC.
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1224
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
MICHAEL W. BLAIR, ESQ.
DEBEVOISE & PLIMPTON
875 THIRD AVENUE
NEW YORK, NEW YORK 10022
(212) 909-6000
Approximate date of commencement of proposed sale to the public:
From time to time as determined by market conditions, after the effective
date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities are being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, please check the following box.|X|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |X| 333-45415
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT TO PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED OFFERING PRICE (1) REGISTRATION
(1) FEE (2)
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AXA Financial, Inc. Debt Securities $80,000,000 $80,000,000 $21,120
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(1) Such amount represents the maximum aggregate offering price to the public
of the securities offered hereby and includes such indeterminate principal
amount of Debt Securities as may from time to time be issued at
indeterminate prices.
(2) The registration fee has been calculated on the basis of the maximum
offering price of all securities listed in accordance with Rule 457(o)
under the Securities Act of 1933.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
included herein also relates to a total of $400,000,000 of unsold securities
registered by AXA Financial, Inc. (formerly known as The Equitable Companies
Incorporated), under the Registration Statement No. 333-45415, which was
declared effective on March 27, 1998. This Registration Statement constitutes
Post-Effective Amendment No. 1 to Registration Statement No. 333-45415,
pursuant to which the total amount of unsold securities previously registered
under Registration Statement No. 333-45415 may be offered and sold as AXA
Financial, Inc. Debt Securities, together with the securities registered
hereunder, through the use of the combined Prospectus incorporated by reference
herein.
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INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, FILE NO.
333-45415
AXA Financial, Inc. (the "Company") hereby incorporates by reference into
this Registration Statement on Form S-3 in its entirety the Registration
Statement on Form S-3, as amended (File No. 333-45415), declared effective
March 27, 1998 by the Securities and Exchange Commission (the "Commission"),
including each of the documents filed by the Company with the Commission and
incorporated or deemed to be incorporated by reference therein.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
Set forth below is a list of the exhibits included as part of the
Registration Statement.
EXHIBIT
NUMBER DESCRIPTION
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5(a) Opinion of Debevoise & Plimpton, counsel to AXA Financial,
Inc., as to the validity of certain of the Offered Securities.
23(a) Consent of PricewaterhouseCoopers LLP
23(b) Consent of Debevoise & Plimpton (included in Exhibit 5(a))
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AXA Financial,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on July 25, 2000.
AXA FINANCIAL, INC.
(Registrant)
By: /s/ Kevin R. Byrne
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Name: Kevin R. Byrne
Title: Senior Vice President and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities with AXA Financial, Inc. and on the dates indicated:
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SIGNATURES TITLE DATE
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* Chairman of the Board, Director July 25, 2000
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Henri de Castries
* President and Chief Executive Officer, July 25, 2000
-------------------------------- Director
Edward D. Miller
* Vice Chairman of the Board and July 25, 2000
-------------------------------- Chief Financial Officer
Stanley B. Tulin
* Senior Vice President and Controller July 25, 2000
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Alvin H. Fenichel
* Director July 25, 2000
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Claude Bebear
* Director July 25, 2000
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John S. Chalsty
* Director July 25, 2000
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Francoise Colloc'h
* Director July 25, 2000
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Joseph L. Dionne
* Director July 25, 2000
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Jean-Rene Fourtou
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SIGNATURES TITLE DATE
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* Director July 25, 2000
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Donald J. Greene
* Director July 25, 2000
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John T. Hartley
* Director July 25, 2000
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John H.F. Haskell, Jr.
* Director July 25, 2000
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Nina Henderson
* Director July 25, 2000
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W. Edwin Jarmain
* Director July 25, 2000
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Didier Pineau-Valencienne
* Director July 25, 2000
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George J. Sella, Jr.
* Director July 25, 2000
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Dave H. Williams
*By: /s/ Adam R. Spilka July 25, 2000
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Name: Adam R. Spilka
Title: Attorney-in-Fact
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