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Exhibit (a)(3)
[AXA FINANCIAL, INC. LETTERHEAD]
November , 2000
Dear Stockholder:
On October 17, 2000, AXA, the holder directly or indirectly of approximately
60.1% of outstanding shares of AXA Financial common stock, and AXA Merger Corp.,
a wholly owned subsidiary of AXA, entered into a merger agreement with AXA
Financial providing for an exchange of 0.295 of an American Depositary Share of
AXA, and $35.75 in cash, without interest, for each outstanding share of common
stock of AXA Financial. Shares of common stock of AXA Financial held in the AXA
Financial treasury and shares held by AXA and its subsidiaries that are
deposited in the voting trust will not be exchanged in the exchange offer.
AXA and AXA Merger Corp. have commenced an exchange offer today. The merger
agreement provides that, following the exchange offer, AXA Merger Corp. will
merge with and into AXA Financial and any remaining publicly-held shares of
common stock of AXA Financial will be converted into the right to receive the
same consideration paid in the exchange offer, subject to the availability of
appraisal rights under Delaware law.
The Board of Directors, at a meeting held on October 17, 2000, acting on,
among other things, the unanimous recommendation of the Special Committee
comprised of a majority of AXA Financial's independent directors, unanimously
determined to accept the Special Committee's recommendation and adopted
resolutions (i) approving the merger agreement, the exchange offer and the
merger, and the other transactions contemplated by the merger agreement;
(ii) determining that the terms of the exchange offer and the merger are fair
to, and in the best interests of, AXA Financial and its stockholders (other than
AXA and its affiliates); (iii) declaring the merger agreement advisable;
(iv) recommending that stockholders accept the exchange offer and tender their
shares; and (v) recommending that stockholders adopt the merger agreement, if
such adoption is necessary for the consummation of the merger.
In arriving at its recommendation, the Board of Directors gave careful
consideration to the factors described in the enclosed exchange offer materials
and AXA Financial's Solicitation/Recommendation Statement on Schedule 14D-9.
Included as Annex A to the Schedule 14D-9 is the written opinion, dated October
17, 2000, of Wasserstein Perella & Co., Inc., the Special Committee's financial
advisor, that as of such date and based on and subject to the assumptions and
limitations described in the opinion, 0.295 of an American Depositary Share of
AXA, and $35.75 in cash per share of AXA Financial common stock to be received
pursuant to the offer and the merger by the AXA Financial stockholders (other
than AXA and its affiliates) was fair to such stockholders from a financial
point of view.
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Enclosed for your consideration are copies of the Prospectus and other
exchange materials and AXA Financial's Solicitation/Recommendation Statement on
Schedule 14D-9, which have been filed with the Securities and Exchange
Commission. These documents should be read carefully.
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Sincerely,
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Edward D. Miller
PRESIDENT AND CHIEF EXECUTIVE OFFICER
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