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EXHIBIT 1.1(c)
Pricing Agreement
July 25, 2000
Donaldson, Lufkin & Jenrette Securities Corporation
Banc of America Securities LLC
Chase Securities Inc.
Credit Suisse First Boston Corporation
UBS Warburg LLC
Banc One Capital Markets, Inc.
FleetBoston Robertson Stephens Inc.
Salomon Smith Barney Inc.
c/o Donaldson, Lufkin & Jenrette
Securities Corporation
277 Park Avenue
New York, NY 10172
Ladies and Gentlemen:
AXA Financial, Inc. (formerly The Equitable Companies Incorporated), a
Delaware corporation (the "COMPANY"), proposes, subject to the terms and
conditions stated herein and in the Underwriting Agreement, dated April 1, 1998
(the "UNDERWRITING AGREEMENT"), a signed copy of which has been delivered to
you, to issue and sell to the Underwriters named in Schedule I hereto (the
"Underwriters") the Securities specified in Schedule II hereto (the "Designated
Securities"). Each of the provisions of the Underwriting Agreement is
incorporated herein by reference in its entirety (except that references to
"Alliance Capital Management L.P." shall be deemed to include Alliance Capital
Management Holding L.P. and the term "Significant Subsidiaries" shall include
Equitable Distributors, Inc. and exclude Equitable Investment Corporation), and
shall be deemed to be a part of this Agreement to the same extent as if such
provisions had been set forth in full herein but shall, in each case, give full
effect to the matters, terms, and provisions set forth in Schedule II; and each
of the representations and warranties set forth in the Underwriting Agreement
shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation or warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing
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Agreement. Each reference to the Representatives herein and in the provisions of
the Underwriting Agreement so incorporated by reference shall be deemed to refer
to you. Unless otherwise defined herein, terms defined in the Underwriting
Agreement are used herein as therein defined. The Representatives designated to
act on behalf of the Representatives and on behalf of each of the Underwriters
of the Designated Securities pursuant to Section 12 of the Underwriting
Agreement and the address of the Representatives referred to in such Section 12
are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from the Company, at the time and place
and at the purchase price to the Underwriters set forth in Schedule II hereto,
the principal amount of Designated Securities set forth opposite the name of
such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign
and return to us 10 counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the Underwriters
and the Company. It is understood that your acceptance of this letter on behalf
of each of the Underwriters is or will be pursuant to the authority set forth in
a form of Agreement among Underwriters, the form of which shall be submitted to
the Company for examination upon request, but without warranty on the part of
the Representatives as to the authority of the signers thereof.
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Very truly yours,
AXA FINANCIAL, INC.
By: /s/ Kevin R. Byrne
------------------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and Treasurer
Accepted as of the date hereof:
Donaldson, Lufkin & Jenrette Securities Corporation
Banc of America Securities LLC
Chase Securities Inc.
Credit Suisse First Boston Corporation
UBS Warburg LLC
Banc One Capital Markets, Inc.
FleetBoston Robertson Stephens Inc.
Salomon Smith Barney Inc.
By: Donaldson, Lufkin & Jenrette
Securities Corporation
By: /s/ Scott Huntsman
-------------------
Name: Scott Huntsman
Title: Vice President
On behalf of each of the Underwriters
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SCHEDULE I
<TABLE>
<CAPTION>
PRINCIPAL AMOUNT OF SENIOR
UNDERWRITER NOTES TO BE PURCHASED
----------- ---------------------
<S> <C>
Donaldson, Lufkin & Jenrette Securities Corporation $240,000,000
Banc of America Securities LLC 81,600,000
Chase Securities Inc. 38,400,000
Credit Suisse First Boston Corporation 38,400,000
UBS Warburg LLC 38,400,000
Banc One Capital Markets, Inc. 14,400,000
FleetBoston Robertson Stephens Inc. 14,400,000
Salomon Smith Barney Inc. 14,400,000
------------
Total $480,000,000
</TABLE>
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SCHEDULE II
TITLE OF DESIGNATED SECURITIES:
7.75% Senior Notes due 2010 (the "Senior Notes")
AGGREGATE PRINCIPAL AMOUNT:
$480,000,000 of Senior Notes
PRICE TO PUBLIC:
99.131% of the principal amount of the Senior Notes, plus accrued interest,
if any, from the date of issuance
PURCHASE PRICE BY UNDERWRITERS:
98.481% of the principal amount of the Senior Notes, plus accrued interest,
if any, from the date of issuance
FORM OF DESIGNATED SECURITIES:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian for
trading in the Same Day Funds Settlement System of DTC, and to be made
available for checking by the Representatives at least twenty-four hours
prior to the Time of Delivery at the office of DTC.
SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE:
Federal (same day) funds by wire transfer to the account of the Company.
TIME OF DELIVERY:
10:00 a.m. (New York City time), July 28, 2000
INDENTURE:
Indenture dated as of December 1, 1993 between the Company and The Chase
Manhattan Bank (formerly Chemical Bank), as Trustee, as supplemented by the
Fifth Supplemental Indenture dated as of July 28, 2000 between the Company
and the Trustee
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MATURITY:
August 1, 2010
INTEREST RATE:
7.75% per annum
INTEREST PAYMENT DATES:
February 1 and August 1, commencing February 1, 2001
REDEMPTION PROVISIONS:
The Designated Securities may be redeemed by the Company, in whole or in
part, at any time prior to maturity at a price (the "Redemption Price")
equal to the greater of (i) 100% of the principal amount of the Designated
Securities to be redeemed, or (ii) a make-whole amount (as defined below),
if any, with respect to such Designated Securities. At the time of the
redemption the Company will also pay all interest that has accrued to the
redemption date on the redeemed Designated Securities.
Notice of an optional redemption of any Designated Securities will be
given to holders thereof at their addresses, as shown in the register, not
more than 60 nor less than 30 days prior to the date fixed for redemption.
The notice of redemption will specify, among other items, the date fixed
for redemption and the principal amount of the Designated Securities to be
redeemed on such date.
On or before the date fixed for such redemption specified in the notice
of redemption (the "Redemption Date"), the Company will deposit with a
paying agent (or the Trustee) funds sufficient to pay the Redemption Price
on the Designated Securities to be redeemed on the Redemption Date. On and
after the Redemption Date, interest will cease to accrue on any Designated
Securities that have been called for redemption (unless the Company
defaults in the payment of the Redemption Price) and the only right of the
holders thereof will be to receive payment of the Redemption Price.
If less than all of the outstanding Designated Securities of a series
are to be redeemed, the Trustee will select the Designated Securities to be
redeemed by a method determined by the Trustee to be fair and appropriate.
If any redemption date is not a business day, then the redemption price
and all accrued and unpaid interest to the date of redemption will be
payable on the next business day (and without any interest or other payment
in respect of such delay). However, if the business day is in the next
calendar year, the redemption amount will be payable on the preceding
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business day.
Certain Definitions Applicable to Optional Redemption. "Make-Whole
Amount" means the present values of the Remaining Scheduled Payments (as
defined below) discounted to the redemption date, on a semiannual basis, at
a rate equal to the Treasury Rate (as defined below) plus 25 basis points.
The term "Remaining Scheduled Payments" means the remaining scheduled
payments of the principal and interest that would be due after the
redemption date of a Senior Note if such Senior Note were not redeemed.
However, if the redemption date is not a scheduled interest payment date,
the amount of the next succeeding scheduled interest payment on such Senior
Note will be reduced by the amount of interest accrued on such Senior Note
to such redemption date.
The term "Treasury Rate" means an annual rate equal to the semiannual
equivalent yield to maturity of the Comparable Treasury Issue (as defined
below), assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price
for the redemption date. The semiannual equivalent yield to maturity will
be computed as of the third business day immediately preceding the
redemption date.
The term "Comparable Treasury Issue" means the United States Treasury
security selected by Donaldson, Lufkin & Jenrette Securities Corporation or
an affiliate as having a maturity comparable to the remaining term of the
Designated Securities that would be utilized, at the time of selection and
in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of
the Designated Securities.
The term "Comparable Treasury Price" means the average of three
Reference Treasury Dealer Quotations (as defined below) obtained by the
Trustee for the redemption date.
The term "Reference Treasury Dealers" means Donaldson, Lufkin & Jenrette
Securities Corporation (so long as it continues to be a primary U.S.
Government securities dealer) and any two other primary U.S. Government
securities dealers selected by the Company. If Donaldson, Lufkin & Jenrette
Securities Corporation ceases to be a primary U.S. Government securities
dealer, the Company will appoint in its place another nationally recognized
investment banking firm that is a primary U.S. Government securities
dealer.
The term "Reference Treasury Dealer Quotation" means the average, as
determined by the Trustee, of the bid and asked prices for the Comparable
Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by a Reference Treasury Dealer at
3:30 p.m., New York City time on the third business day preceding the
redemption date.
SINKING FUND PROVISIONS:
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No sinking fund provisions
DEFEASANCE PROVISIONS:
The provisions of Article 4 of the Indenture will be applicable to each
series of Designated Securities.
CLOSING LOCATION FOR DELIVERY OF DESIGNATED SECURITIES:
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
OTHER PERMITTED DEBT:
For purposes of Section 2(d) of the Underwriting Agreement the amount of
Other Permitted Debt is $1,500,000,000 (exclusive of interest accruals)
issued by Donaldson, Lufkin & Jenrette, Inc. and other long-term debt not
in excess of $1,000,000,000.
COMPLETED AND PENDING INSURANCE EXAMINATIONS:
For purposes of Section 2(o) of the Underwriting Agreement, the Company has
delivered to the Representatives a certificate dated July 25, 2000 with
respect to significant examinations completed and filed since September 8,
1999 and all pending significant examinations.
Names and addresses of Representatives:
Designated Representatives: Donaldson, Lufkin & Jenrette
Securities Corporation
Address for Notices, etc.: 277 Park Avenue
New York, NY 10172
