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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 12)*
AXA FINANCIAL, INC.
(formerly known as 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, 21 AVENUE MATIGNON
75008 PARIS, FRANCE
(011 33 1) 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
DECEMBER 23, 2000
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(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7 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).
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This Amendment No. 12 amends and supplements the Statement on Schedule 13D
("Schedule 13D") initially filed on August 3, 1992 with the Securities and
Exchange Commission (the "SEC"), as amended and restated in its entirety by
Amendment No. 8 to the Schedule 13D ("Amendment No. 8") filed on October 24,
2000 with the SEC by AXA, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, AXA Conseil Vie
Assurance Mutuelle, Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees under the Voting Trust Agreement, and Lor
Finance, S.A. (collectively, the "Reporting Persons") as further amended by
Amendment No. 9 to the Schedule 13D filed on December 8, 2000, Amendment No. 10
to the Schedule 13D filed on December 14, 2000 and Amendment No. 11 filed on
December 21, 2000, which Schedule 13D relates to the Common Stock, par value
$.01 per share (the "Common Stock"), of AXA Financial, Inc., a Delaware
corporation formerly known as The Equitable Companies Incorporated (the
"Company").
Capitalized terms used, and not otherwise defined, herein have the meanings
assigned thereto in Amendment No. 8.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended and supplemented by adding the following:
"On December 26, 2000, AXA and AXA Merger Corp. announced the completion of
the initial offering period of their joint exchange offer (the "Offer") for all
outstanding publicly held shares of Common Stock, par value $.01 per share (the
"Shares") of the Company for 0.295 of an American Depositary Share of AXA and
$35.75 net to the seller in cash, without interest thereon, per Share. The Offer
expired at 12:00 midnight, New York City time, on Friday, December 22, 2000, at
which time approximately 143,798,170 Shares were validly tendered, including
approximately 27,116,880 Shares tendered pursuant to notice of guaranteed
delivery. The tendered Shares, including the Shares tendered pursuant to notice
of guaranteed delivery, correspond to approximately 82% of the publicly held
Shares. AXA and AXA Merger Corp. have accepted all such Shares for payment.
After payment for the tendered Shares, AXA and its subsidiaries, including AXA
Merger Corp., will increase their ownership from approximately 60% to
approximately 93% of the issued and outstanding Shares.
The subsequent offering period for the Offer began at 9:00 a.m. New York
City time, on Tuesday, December 26, 2000 and will expire at 12:00 midnight, New
York City time, on Friday, December 29, 2000. During the subsequent offering
period, Shares will be accepted and promptly paid for as they are tendered. The
same per Share consideration paid during the initial offering period is extended
through the subsequent offering period. Shares that are tendered during the
subsequent offering period may not be withdrawn.
Following the subsequent offering period, AXA intends to cause AXA Merger
Corp. to merge with and into the Company. In the merger, the remaining public
shareholders of the Company would receive the same per Share consideration that
they would have received in the Offer, subject to the exercise of appraisal
rights under Delaware law. It is currently anticipated that the merger will be
completed on or about January 2, 2001. When the merger is completed, the Company
will be wholly owned by AXA."
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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 28, 2000
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AXA*
By: /s/ GERARD DE LA MARTINIERE
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Name: Gerard de La Martiniere
Title: Chief Financial Officer
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* Pursuant to the Filing Agreements with respect to the
Schedule 13D among the Reporting Persons, filed as Exhibit 8
to the Schedule 13D, this statement on Schedule 13D is being
filed by AXA on behalf of each of AXA, Finaxa, AXA
Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle,
AXA Courtage Assurance Mutuelle (formerly known as Uni
Europe Assurance Mutuelle) and AXA Conseil Vie Assurance
Mutuelle (formerly known as Alpha Assurances Vie Mutuelle
and into which Alpha Assurances I.A.R.D. Mutuelle was
merged), Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees under the Voting Trust
Agreement, and Lor Finance, S.A.
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