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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 28, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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AXA FINANCIAL, INC. DELAWARE 13-3623351
AXA FINANCIAL CAPITAL TRUST I DELAWARE 13-7142764
AXA FINANCIAL CAPITAL TRUST II DELAWARE 13-7142765
AXA FINANCIAL CAPITAL TRUST III DELAWARE 13-7142767
AXA FINANCIAL CAPITAL TRUST IV DELAWARE 13-7142768
(Exact name of Registrant as (State or other jurisdiction of (I.R.S. employer
specified in its charter) incorporation or organization) identification numbers)
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1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1234
(Address, including zip code, and telephone number, including area
code, of registrants' principal executive offices)
ROBERT E. GARBER
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AXA FINANCIAL, INC.
1290 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10104
(212) 554-1234
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
COPIES TO:
MICHAEL W. BLAIR
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 after this Registration Statement becomes effective.
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 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, 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, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to rule 462(c)
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. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF AGGREGATE OFFERING REGISTRATION
SECURITIES TO BE REGISTERED PRICE(1) FEE
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Senior debt securities of AXA Financial, Inc.(2)
Subordinated debt securities of AXA Financial, Inc.(2)
Preferred securities of AXA Financial Capital Trust I(2)
Preferred securities of AXA Financial Capital Trust II(2)
Preferred securities of AXA Financial Capital Trust III(2)
Preferred securities of AXA Financial Capital Trust IV(2)
Guarantees by AXA Financial, Inc. of the above-referenced
preferred securities(3)
Common stock of AXA Financial, Inc. (4)
Total $ 1,920,000,000(5)(6) $506,880
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(o), exclusive of accrued interest and distributions, if any.
(2) Such indeterminable number or amount of (i) debt securities of AXA
Financial, Inc. as may from time to time be issued at indeterminate prices
or upon conversion or exchange of securities so issued; (ii) preferred
securities of AXA Financial Capital Trust I, II, III and IV, as may from
time to time be issued at indeterminate prices. Includes junior subordinated
debt securities which may be issued and sold to AXA Financial Capital Trust
I, II, III and IV, severally, and which may later be distributed to the
holders of preferred securities upon a dissolution of AXA Financial Capital
Trust I, II, III or IV and the distribution of the assets thereof.
(3) AXA Financial, Inc. is also registering under this registration statement
all other obligations that it may have with respect to preferred securities
issued by AXA Financial Capital Trust I, II, III, and IV. No separate
consideration will be received for any guarantee or any other such
obligations.
(4) Includes such indeterminate number of shares of our common stock as may be
issued upon conversion or exchange of any debt securities that provide for
conversion or exchange into our common stock. No separate consideration will
be received for the common stock issuable on conversion of or in exchange
for debt securities.
(5) Amount in U.S. dollars or the equivalent in foreign denominated currencies
or currency units or, if any debt securities are issued at original issue
discount, such greater amount as shall result in an aggregate initial
offering price of $1,920,000,000. The prospectuses herein cover
$1,920,000,000 of securities.
(6) This Registration Statement also relates to offers and sales of debt
securities, preferred securities and guarantees in connection with
market-making transactions by and through affiliates of the registrants,
including Donaldson, Lufkin & Jenrette Securities Corporation.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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EXPLANATORY NOTE
This Registration Statement contains two forms of prospectuses to be used
in connection with offerings of the following securities:
(1) debt securities (both senior and subordinated) of AXA Financial, Inc.
and
(2) preferred securities of AXA Financial Capital Trust I, II, III and IV,
severally, junior subordinated debt securities of AXA Financial, Inc.
and guarantees by AXA Financial, Inc. of preferred securities issued by
AXA Financial Capital Trust I, II, III and IV.
Each offering of securities made under this Registration Statement will be
made pursuant to one of these prospectuses, with the specifications of the
securities offered thereby set forth in an accompanying prospectus supplement.
In addition, this Registration Statement contains separate prospectus pages
relating to certain market-making transactions in (1) the debt securities (both
senior and subordinated) of AXA Financial, Inc. and (2) the preferred securities
of AXA Financial Capital Trust I, II, III and IV, the junior subordinated debt
securities of AXA Financial, Inc. and guarantees by AXA Financial, Inc. of
preferred securities issued by AXA Financial Capital Trust I, II, III and IV.
The complete prospectus for the offering of the debt securities (both
senior and subordinated) of AXA Financial, Inc. follows immediately after this
Explanatory Note, which is then immediately followed by the complete prospectus
for the offering of the preferred securities of AXA Financial Capital Trust I,
II, III and IV, the junior subordinated debt securities of AXA Financial, Inc.
and guarantees by AXA Financial, Inc. of preferred securities issued by AXA
Financial Capital Trust I, II, III and IV. Following such prospectuses are
certain portions of such prospectuses relating to market-making transactions,
which include an alternate front and back cover page, an alternate "Use of
Proceeds" section and an alternate "Plan of Distribution" section. All other
sections of the respective prospectus for the initial sale of the debt
securities (both senior and subordinated) of AXA Financial, Inc. and the
preferred securities of AXA Financial Capital Trust I, II, III and IV, the
junior subordinated debt securities of AXA Financial, Inc. and guarantees by AXA
Financial, Inc. of preferred securities issued by AXA Financial Capital Trust I,
II, III and IV, are to be used in the respective prospectus relating to
market-making transactions.
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE
MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS
NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO
BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.
SUBJECT TO COMPLETION DATED AUGUST 28, 2000
PROSPECTUS
[AXA FINANCIAL LOGO]
$1,920,000,000
AXA FINANCIAL, INC.
DEBT SECURITIES
By this prospectus, we may offer from time to time up to $1,920,000,000 of
any combination of the securities described in this prospectus.
We will provide specific terms of our debt securities in supplements to
this prospectus. You should read this prospectus and any supplement carefully
before you invest.
We will not use this prospectus to confirm sales of any of our securities
unless it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these debt securities on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus is truthful or complete. Nor
have they made, nor will they make, any determination as to whether anyone
should buy these securities. Any representation to the contrary is a criminal
offense.
THE DATE OF THIS PROSPECTUS IS , 2000
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TABLE OF CONTENTS
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PAGE
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About This Prospectus....................................... 2
AXA Financial............................................... 2
Use of Proceeds............................................. 2
Ratios of Earnings to Fixed Charges and Earnings to Combined
Fixed Charges and Preferred Stock Dividends............... 3
Description of the Debt Securities.......................... 3
Plan of Distribution........................................ 13
Legal Matters............................................... 14
Experts..................................................... 14
Where You Can Find More Information......................... 15
Incorporation by Reference.................................. 15
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell the debt securities described in the
prospectus from time to time. This prospectus provides you with a general
description of the debt securities we may offer. We may also add, update or
change information contained in this prospectus through a supplement to this
prospectus. Any statement that we make in this prospectus will be modified or
superseded by any inconsistent statement made by us in a prospectus supplement.
You should read both this prospectus and any prospectus supplement together with
additional information described under the heading "Where You Can Find More
Information."
AXA FINANCIAL
For the purpose of this Prospectus "AXA Financial," "we," "us," "our" or
similar terms mean AXA Financial, Inc. Our name changed on September 3, 1999
from "The Equitable Companies Incorporated" to AXA Financial, Inc.
AXA Financial and its subsidiaries are a diversified financial services
organization offering a broad spectrum of financial advisory, insurance,
investment banking and brokerage and investment management services. We are one
of the world's largest asset managers, with total assets under management of
approximately $483.67 billion at June 30, 2000. Our financial advisory and
insurance business is conducted principally by our wholly-owned subsidiaries,
AXA Advisors, LLC, AXA Network, LLC, and The Equitable Life Assurance Society of
the United States ("Equitable Life") and its subsidiaries, including Equitable
Distributors, Inc. and The Equitable of Colorado, Inc. Our investment banking
and brokerage business is conducted by Donaldson, Lufkin & Jenrette, Inc., in
which we owned on a consolidated basis at June 30, 2000 an approximate 69.3%
interest. Our investment management business is conducted by Alliance Capital
Management L.P. ("Alliance"), in which we owned, on a consolidated basis at June
30, 2000, an approximate 63.5% interest and, as of that date, on a pro forma
basis for the completion of the acquisition of Sanford C. Bernstein by Alliance,
an approximate 53.0% interest.
AXA, a French holding company of an international group of insurance and
related financial service companies, is our largest shareholder, beneficially
owning, together with certain of its affiliates, at June 30, 2000 approximately
60.3% of the outstanding shares of our common stock.
We are a Delaware corporation with our principal headquarters located at
1290 Avenue of the Americas, New York, New York 10104 (Telephone: (212)
554-1234).
USE OF PROCEEDS
Unless otherwise set forth in the applicable prospectus supplement,
proceeds from the sale of debt securities offered by this prospectus and related
prospectus supplement will be used by us for general corporate purposes and
initially may be temporarily invested in short-term securities.
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RATIOS OF EARNINGS
TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends for AXA
Financial for the periods indicated.
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SIX MONTHS
ENDED YEARS ENDED DECEMBER 31,
JUNE 30, -------------------------------------
2000 1999 1998 1997 1996 1995
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Ratio of earnings to fixed charges(1)......... 1.325 1.417 1.346 1.262 1.173 1.237
Ratio of earnings to combined fixed charges
and preferred stock dividends(1)............ 1.325 1.417 1.346 1.255 1.158 1.220
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(1) For purposes of determining the historical ratios of earnings to fixed
charges, and of earnings to combined fixed charges and preferred stock
dividends, earnings consist of earnings from continuing operations before
Federal income taxes, minority interest and cumulative effect of accounting
change adjusted for (i) excess of equity in income of unconsolidated
investees over distributed income and (ii) equity in losses of
unconsolidated investees, plus fixed charges. Fixed charges consist of
interest expense on long and short-term debt, amortization of deferred debt
expenses plus the portion of operating lease rentals, net of income from
subleases, representative of the interest factor. The inclusion of Interest
Credited to Policyholders' Account Balances in the ratios presented above
would not have a material effect on such ratios.
DESCRIPTION OF THE DEBT SECURITIES
We may offer unsecured general obligations, which may be senior debt
securities or subordinated debt securities. The senior debt securities and the
subordinated debt securities are together referred to in this prospectus as the
"debt securities." The senior debt securities will have the same rank as all of
our other unsecured, unsubordinated obligations. The subordinated debt
securities will be subordinate and junior in right of payment to all of our
senior debt to the extent and in the manner set forth in the subordinated
indenture. Senior debt is defined below under "Description of the Debt
Securities -- Provisions Applicable Only to Subordinated Debt
Securities -- Ranking; Subordination."
The senior debt securities will be issued in one or more series under an
indenture, which we refer to as the senior indenture, dated as of December 1,
1993, between us and The Chase Manhattan Bank, as the trustee. The subordinated
debt securities will be issued under an indenture (which we refer to as the
subordinated indenture) to be entered into between us and Bank One Trust
Company, as trustee. We have summarized certain general features of the debt
securities from the indentures. We encourage you to read the indentures, which
are filed or incorporated by reference as exhibits to the Registration Statement
that includes this prospectus. The following summaries of certain provisions of
the indentures are not complete and are subject to, and are qualified by
reference to, all the provisions of the indentures and the provisions of the
Trust Indenture Act of 1939, as amended, referred to as the "Trust Indenture
Act". References in parentheses below to sections or articles are to sections or
articles of the indentures.
The following description of the terms of the debt securities sets forth
certain general terms and provisions of the debt securities to which any
prospectus supplement may relate. The particular terms of the debt securities
offered by any prospectus supplement and the extent, if any, to which such
general provisions may apply to the debt securities will be described in the
related prospectus supplement. Accordingly, for a description of the terms of a
particular issue of debt securities, you should refer to both the related
prospectus supplement and to the following description.
The debt securities will be issuable in one or more series pursuant to one
or more indentures supplemental to the original indentures, or a resolution of
our board of directors or a duly authorized committee of our board of directors.
(Section 3.1 of each indenture.)
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The indentures do not contain any covenants or provisions which may afford
holders of debt securities protection in the event that we engage in a highly
leveraged transaction or other transaction that may adversely affect the holders
of the debt securities, including the incurrence or issuance of other secured or
unsecured debt.
Most of our assets are owned by our subsidiaries and, accordingly, the debt
securities are effectively subordinated to all existing and future liabilities
of our subsidiaries, including liabilities under contracts of insurance and
annuities written by our insurance subsidiaries, primarily Equitable Life, and
holders should look only to our assets for payment of interest and principal.
GENERAL TERMS OF THE DEBT SECURITIES
The aggregate principal amount of debt securities that may be issued under
the indentures is unlimited. The debt securities may be issued in one or more
series. You should refer to the applicable prospectus supplement for the
specific terms of the debt securities which may include the following:
- title and aggregate principal amount;
- indenture under which the debt securities are issued;
- any applicable subordination provisions;
- percentage or percentages of principal amount payable upon declaration of
acceleration of the maturity of the debt securities;
- maturity date(s) or the method of determining the maturity date(s);
- interest rate(s) or the method for determining the interest rate(s);
- dates from which interest will accrue or the method for determining dates
from which interest will accrue and dates on which interest will be
payable;
- interest deferral provisions, if any;
- conversion or exchange provisions, if any;
- place or places where principal, premium and interest will be payable;
- redemption or early repayment provisions;
- sinking fund or analogous provisions;
- authorized denominations;
- whether the debt securities will be issued in whole or in part in the
form of one or more global securities;
- identity of the depositary for global securities;
- whether a temporary security is to be issued with respect to such series
and whether any interest payable prior to the issuance of definitive debt
securities of the series will be credited to the account of the persons
entitled thereto;
- the terms upon which beneficial interests in a temporary global debt
security may be exchanged in whole or in part for beneficial interests in
a definitive global debt security or for individual definitive debt
securities and the terms upon which such exchanges may be made;
- currency, currencies, including any currency unit or units, in which the
purchase price for, the principal of and any premium and any interest on,
such debt securities will be payable;
- time period within which, the manner in which and the terms and
conditions upon which the purchaser of the debt securities can select the
payment currency;
- securities exchange(s) on which the debt securities will be listed, if
any;
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- additions to or changes in the events of default or any changes in any
covenant of AXA Financial with respect to the debt securities and any
change in the right of the trustee or the holders to declare the
principal, premium and interest with respect to such debt securities to
be due and payable;
- in the case of the subordinated indenture, any provisions regarding
subordination;
- in the case of the subordinated indenture, conversion or exchange
provisions; and
- additional terms not inconsistent with the provisions of the indentures.
One or more series of debt securities may be sold at a substantial discount
below their stated principal amount, bearing no interest or interest at a rate
which at the time of issuance is below market rates. One or more series of debt
securities may be variable rate debt securities that may be exchanged for fixed
rate debt securities. United States federal tax consequences and special
considerations applicable to any series may be described in the applicable
prospectus supplement.
Debt securities may be issued where the amount of principal and/or interest
payable is determined by reference to:
- one or more commodities, derivatives or securities;
- one or more securities, derivatives or commodities exchange indices or
other indices;
- a currency or currencies, including any currency unit or units, other
than the currency in which such debt securities are issued or other
factors; or
- any other variable or the relationship between any variables or
combination of variables.
Holders of such debt securities may receive a principal amount or a payment
of interest that is greater than or less than the amount of principal or
interest otherwise payable on such dates, depending upon the value of the
applicable currencies, commodities, securities, derivatives, indices or other
factors. Information as to the methods for determining the amount of principal
or interest, if any, payable on any date, the currencies, commodities,
securities, derivatives, indices or other factors to which the amount payable on
such date is linked and certain United States federal tax consequences and
special considerations applicable to any series will be described in the
applicable prospectus supplement.
The term "debt securities" includes debt securities denominated in U.S.
dollars or, if specified in the applicable prospectus supplement, in any other
freely transferable currency or units based on or relating to foreign
currencies.
We expect most debt securities to be issued in fully registered form
without coupons and in denominations of $1,000 and any integral multiple of
$1,000. (Section 3.2 of each indenture.) Subject to the limitations provided in
the indentures and in the prospectus supplement, debt securities which are
issued in registered form may be registered, transferred or exchanged at the
principal corporate trust office of the trustee or at the office or agency that
we will maintain for such purpose in the Borough of Manhattan, The City of New
York, without the payment of any service charge, other than any tax or other
governmental charge payable in connection with the registration or transfer or
exchange. (Sections 3.5 and 9.2 of each indenture.)
We may issue debt securities of any series in whole or in part in
definitive form or in the form of one or more global debt securities as
described below under "Global Securities." We may issue debt securities of a
series at different times. In addition, we may issue debt securities within a
series with terms different from the terms of other debt securities of that
series. (Section 3.1(c) of each indenture.)
Subject to applicable law, we or any of our affiliates may at any time
purchase or repurchase debt securities of any series in any manner and at any
price. Debt securities of any series purchased by us or any of our affiliates
may be held or surrendered by the purchaser of the debt securities for
cancellation.
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PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable prospectus supplement, payments
in respect of the debt securities will be made in the designated currency at our
office or agency maintained for that purpose as we may designate from time to
time, except that, at our option, interest payments, if any, on debt securities
in registered form may be made (i) by checks mailed to the holders of debt
securities entitled thereto at their registered addresses or (ii) by wire
transfer to an account maintained by the person entitled thereto as specified in
the register. (Sections 3.7(a) and 9.2 of each indenture.) Unless otherwise
indicated in an applicable prospectus supplement, payment of any installment of
interest on debt securities in registered form will be made to the person in
whose name such debt security is registered at the close of business on the
regular record date for such interest. (Section 3.7(a) of each indenture.)
Payment in respect of debt securities in bearer form will be made in the
currency and in the manner designated in the prospectus supplement, subject to
any applicable laws and regulations, at such paying agencies outside the United
States as we may appoint from time to time. The paying agents outside the United
States, if any, initially appointed by us for a series of debt securities will
be named in the prospectus supplement. We may at any time designate additional
paying agents or rescind the designation of any paying agents, except that, if
debt securities of a series are issuable as registered securities, we will be
required to maintain at least one paying agent in each place of payment for such
series and, if debt securities of a series are issuable as bearer securities, we
will be required to maintain a paying agent in a place of payment outside the
United States where debt securities of such series and any coupons appertaining
thereto may be presented and surrendered for payment. (Section 9.2 of each
indenture.)
Unless otherwise provided in the applicable prospectus supplement, debt
securities in registered form will be transferable or exchangeable at our agency
maintained for such purpose as designated by us from time to time. (Sections 3.5
and 9.2 of each indenture.) Debt securities may be transferred or exchanged
without service charge, other than any tax or other governmental charge imposed
in connection therewith. (Section 3.5 of each indenture.)
GLOBAL SECURITIES
We expect the following provisions to apply to all debt securities.
We may issue the debt securities of a series in whole or in part in the
form of one or more global securities that will be deposited with, or on behalf
of, a depositary identified in the prospectus supplement. We will issue global
securities in registered form and in either temporary or definitive form. Unless
and until it is exchanged in whole or in part for the individual debt
securities, a global security may not be transferred except as a whole by the
depositary for such global security to a nominee of such depositary or by a
nominee of such depositary to such depositary or another nominee of such
depositary or by such depositary or any such nominee to a successor of such
depositary or a nominee of such successor. (Section 2.4 of each indenture.)
The specific terms of the depositary arrangement with respect to any debt
securities of a series and the rights of and limitations upon owners of
beneficial interests in a global security will be described in the prospectus
supplement. We expect that the following provisions will generally apply to
depositary arrangements.
Upon the issuance of a global security, the depositary for such global
security or its nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual debt securities
represented by such global security to the accounts of persons that have
accounts with such depositary or its nominee. Such accounts shall be designated
by the dealers, underwriters or agents with respect to the debt securities or by
us if such debt securities are offered and sold directly by us. Ownership of
beneficial interests in a global security will be limited to persons that have
accounts with the applicable depositary, who are referred to in this prospectus
as participants, or persons that may hold interests through participants.
Ownership of beneficial interests in such global security will be shown on, and
the transfer of that ownership will be effected only through, records maintained
by the applicable depositary or its nominee with respect to interests of
participants and the records of participants with respect to interests of
persons other than
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participants. The laws of some states require that certain purchasers of
securities take physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial interests in
a global security.
So long as the depositary for a global security, or its nominee, is the
registered owner of a global security, such depositary or such nominee, as the
case may be, will be considered the sole owner or holder of the debt securities
represented by that global security for all purposes under the indenture
governing those debt securities. Except as provided below, owners of beneficial
interests in a global security will not be entitled to have any of the
individual debt securities of the series represented by that global security
registered in their names, will not receive or be entitled to receive physical
delivery of any debt securities of such series in definitive form and will not
be considered the owners or holders thereof under the indenture governing such
debt securities.
Payments of principal, premium, if any, and interest, if any, on individual
debt securities represented by a global security registered in the name of a
depositary or its nominee will be made to the depositary or its nominee, as the
case may be, as the registered owner of the global security representing the
debt securities. Neither we, the trustee for the debt securities, any paying
agent, nor the registrar for the debt securities will have any responsibility or
liability for any aspect of the records relating to or payments made by the
depositary or any participants on account of beneficial ownership interests in
the global security for the debt securities or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.
We expect that the depositary for a series of debt securities or its
nominee, upon receipt of any payment of principal, premium or interest in
respect of a permanent global security representing the debt securities, will
immediately credit participants' accounts with payments in amounts proportionate
to their respective beneficial interests in the principal amount of such global
security for the debt securities as shown on the records of the depositary or
its nominee. We also expect that payments by participants to owners of
beneficial interests in a global security held through such participants will be
governed by standing instructions and customary practices, as is now the case
with securities held for the accounts of customers in bearer form or registered
in "street name." Such payments will be the responsibility of such participants.
If the depositary for a series of debt securities notifies us at any time
that it is unwilling, unable or ineligible to continue as depositary and a
successor depositary is not appointed by us within 90 days, we will issue
definitive debt securities of that series in exchange for the global security or
securities representing that series of debt securities. In addition, we may at
any time and in our sole discretion, subject to any limitations described in the
prospectus supplement relating to the debt securities, determine not to have any
debt securities of a series represented by one or more global securities, and,
in such event, will issue definitive debt securities of that series in exchange
for the global security or securities representing that series of debt
securities. If definitive debt securities are issued, an owner of a beneficial
interest in a global security will be entitled to physical delivery of
definitive debt securities of the series represented by that global security
equal in principal amount to that beneficial interest and to have the debt
securities registered in its name. Definitive debt securities of any series so
issued will be issued in denominations, unless otherwise specified by us, of
$1,000 and integral multiples of $1,000.
REDEMPTION OF DEBT SECURITIES
If the debt securities of a series provide for redemption at our election,
unless otherwise provided in the applicable prospectus supplement, such
redemption shall be on not less than 30 nor more than 60 days' notice and, in
the event of redemption in part, the debt securities to be redeemed will be
selected by the trustee by such method as it shall deem fair and appropriate.
Notice of such redemption will be mailed to holders of debt securities of such
series to their last addresses as they appear on the register of the debt
securities of such series (Sections 1.6, 10.3 and 10.4 of each indenture.)
EVENTS OF DEFAULT, NOTICE AND WAIVER
Each indenture provides that, if an event of default in respect of any
series of debt securities shall have occurred and be continuing, either the
trustee or the holders of at least 25% in aggregate principal amount of
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<PAGE> 12
the outstanding debt securities of that series may declare the principal (or a
portion thereof in the case of certain debt securities issued with original
issue discount or indexed debt securities) and accrued interest of all the debt
securities of that series to be due and payable, by written notice to us (and by
written notice to the trustee if given by the holders). The consequence of this
action is that the principal and accrued interest of the debt securities shall
be immediately due and payable by us. (Section 5.2 of each indenture.)
Each indenture defines events of default in respect of any series of debt
securities as:
- default for 30 days in payment of any interest installment or additional
amount when due;
- default in payment of the principal of or any premium on or any mandatory
sinking fund payment with respect to debt securities of such series when
due;
- in the case of the senior indenture only, failure to comply with certain
obligations for 30 days after written notice of non-compliance to us by
the trustee or the holders of at least 25% in principal amount of the
outstanding debt securities of such series;
- default in the performance of covenants or agreements contained in the
applicable indenture and continuance of such default for 90 days after
written notice as provided in the applicable indenture;
- our commencement of a voluntary case under Title 11 of the U.S. Code or
any similar federal or state bankruptcy law;
- our consent to the entry of an order for relief against us in an
involuntary case under any such law or to the appointment of a receiver,
trustee, assignee, liquidator or similar official under any such law;
- a general assignment by us for the benefit of our creditors under any
such law;
- the entry by a court of competent jurisdiction of an order or decree
granting relief against us in an involuntary case under any such law
where such order or decree remains unstayed and in effect for 60 days;
- the entry by a court of competent jurisdiction of an order or decree
appointing a receiver, trustee, assignee, liquidator or similar official
for AXA Financial or for substantially all of our property where such
order or decree remains unstayed and in effect for 60 days; and
- any other event of default provided for in the indenture with respect to
the debt securities of such series.
(Section 5.1 of each indenture.)
The Trust indenture Act of 1939 and Section 6.6 of each indenture provide
that the trustee will, within 90 days after the occurrence of a default in
respect of any series of debt securities, give to the holders of that series
written notice of all uncured and unwaived defaults known to it; provided that,
except in the case of default in the payment of the principal of, premium on, if
any, or interest on, if any, or any sinking fund installment or analogous
obligation with respect to, any of the debt securities of that series, the
trustee will be protected in withholding such notice if it in good faith
determines that the withholding of such notice is in the interest of the holders
of that series. "Default" means any event which is, or after notice or passage
of time or both would be, an event of default with respect to debt securities of
such series.
Each indenture provides that the holders of a majority in aggregate
principal amount of the outstanding debt securities of any series may, subject
to limitations, direct the time, method and place of conducting proceedings for
any remedy available to the trustee, or exercising any trust or power conferred
on the trustee, in respect of the debt securities of that series. (Section 5.8
of each indenture.)
Each indenture includes a covenant that we will file annually with the
trustee a certificate of compliance with all conditions and covenants under each
indenture. (Section 9.6 of each indenture.)
In certain cases, the holders of a majority in aggregate principal amount
of the outstanding debt securities of a series may, by providing written notice
to the trustee on behalf of the holders of all debt securities of that series,
waive any past default or event of default, except for defaults or events of
default not already cured in
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the payment of the principal of, or premium, if any, or interest on any of the
debt securities of that series or any coupon related to such debt securities or
compliance with certain covenants or provisions. (Section 5.7 of each
indenture.)
MODIFICATION OF THE INDENTURES
Each indenture contains provisions permitting us and the trustee to enter
into one or more supplemental indentures without the consent of the holders of
any of the debt securities in order to:
- evidence the succession of another corporation to us and the assumption
of our covenants and obligations by our successor;
- add to our covenants for the benefit of the holders of debt securities or
surrender any of our rights or powers;
- add additional events of default with respect to any series of debt
securities;
- add to or change any provisions of the indenture to such extent as
necessary to facilitate the issuance of debt securities in bearer form or
in global form;
- change or eliminate any provision of the indenture if such change or
elimination does not affect any series of debt securities created prior
to the execution of any such supplemental indenture that is entitled to
the benefit of such provision;
- secure the debt securities;
- establish the form or terms of debt securities;
- evidence and provide for successor trustees and/or to add to or change
any provisions of the indenture to such extent as necessary to provide
for or facilitate the appointment of a separate trustee or trustees for
specific series of debt securities;
- permit payment of principal, premium or interest in respect of debt
securities in bearer form or coupons, if any, in the United States and
other areas subject to its jurisdiction;
- correct or supplement any inconsistent provisions or make any other
provisions with respect to matters or questions arising under the
indenture, provided that any such action does not adversely affect the
interests of any holder of debt securities of any series;
- in the case of the subordinated indenture, to modify the subordination
provisions; or
- in the case of the subordinated indenture, make certain provisions
regarding conversion or exchange rights.
(Section 8.1 of each indenture.)
Each indenture also contains provisions permitting us and the trustee, with
the consent of the holders of not less than a majority of the aggregate
principal amount of the outstanding debt securities of the affected series, to
execute supplemental indentures adding any provisions to or changing or
eliminating any of the provisions of the indenture or modifying the rights of
the holders of debt securities of that series. However, no supplemental
indenture may, without the consent of the holders of all of the affected debt
securities, among other things:
- change the maturity of any debt securities;
- change the currency in which such debt securities are payable;
- reduce the principal amount thereof or the rate of interest thereon or
any premium payable upon the redemption thereof;
- change the manner in which the amount of any principal thereof or
premium, if any, or interest thereon is determined;
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- impair the right to institute suit for the enforcement of any payment on
such debt securities at maturity or upon redemption;
- reduce the percentage of the outstanding principal amount of debt
securities the holders of which must consent to any such supplemental
indenture;
- modify the indenture provisions concerning modification of the indenture
or the waiver of past defaults or specified covenants other than to
increase the required percentage to effect a modification or provide that
additional provisions may not be waived without the consent of each
holder of that series of debt securities;
- in the case of the subordinated indenture, modify the subordination
provisions thereof in a manner adverse to the holders of junior
subordinated debt securities then outstanding; or
- in the case of the subordinated indenture, to modify the conversion or
exchange rights of the holders of subordinated debt securities then
outstanding.
(Section 8.2 of each indenture.)
SATISFACTION AND DISCHARGE OF THE INDENTURES; DEFEASANCE
Each indenture shall generally cease to be of any further effect with
respect to a series of debt securities when we have delivered to the trustee for
cancellation all debt securities of that series.
Defeasance means discharge from all of our obligations under the indenture.
Defeasance occurs when we deposit with the trustee sufficient cash or U.S.
government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity date or a redemption date of the debt securities
of a particular series.
If this happens, the holders of the debt securities of the affected series
will not be entitled to the benefits of the indenture except for registration of
transfer and exchange of debt securities and replacement of lost, stolen or
mutilated debt securities. Instead the holders will only be able to rely on the
deposited funds or obligations for payment.
Prior to the defeasance of our obligations under either indenture, we must
deliver to the trustee:
- an opinion of counsel to the effect that the deposit and related
defeasance would not cause the holders of the debt securities to
recognize income, gain or loss for federal income tax purposes; and
- a ruling to such effect received from or published by the United States
Internal Revenue Service if we are discharged from our obligations with
respect to the debt securities.
Covenant defeasance means discharge from our obligations arising under the
restrictive covenants contained in the indenture with respect to a series of
debt securities. If we deposit with the trustee sufficient cash or U.S.
government securities to pay the principal, interest, any premium and any other
sums due to the stated maturity date or a redemption date of the debt securities
of a particular series, we will no longer be under any obligations to comply
with the restrictive covenants contained in the indenture, and the events of
default relating to failures to comply with covenants will no longer apply to
us.
Prior to the covenant defeasance, we must deliver to the trustee an opinion
of counsel to the effect that the deposit and related covenant defeasance would
not cause the holders of the debt securities to recognize income, gain or loss
for federal income tax purposes.
PROVISIONS APPLICABLE ONLY TO SENIOR DEBT SECURITIES
Ranking
Senior debt securities will be direct, unconditional and unsecured
obligations of AXA Financial and, except for certain debts required to be
preferred by law will rank equal among themselves and equally with all
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other unsecured and unsubordinated obligations of AXA Financial. The senior debt
securities will rank senior to subordinated obligations of AXA Financial,
including any subordinated debt securities.
Limitation on Liens
The senior indenture provides that we will not, and will not permit certain
of our subsidiaries to:
- incur, issue, assume or guarantee any debt for money borrowed if such
debt is secured by a pledge, mortgage, deed of trust or other lien,
referred to collectively as liens, on any shares of stock or indebtedness
of certain of our subsidiaries; or
- secure any outstanding debt by a lien on any shares of stock or
indebtedness of certain of our subsidiaries,
without providing that the debt securities offered under this prospectus are
secured equally with such debt, except that these restrictions shall not apply
to:
- liens on any stock or indebtedness acquired in connection with a merger;
- liens to secure debt of certain of our subsidiaries owed to us or certain
of our subsidiaries; and
- any extension, renewal or replacement of any lien referred to in the two
proceeding clauses.
(Section 9.8 of the senior indenture.)
Notwithstanding the foregoing, we and our subsidiaries may, without
securing the debt securities, issue, assume or guarantee secured debt which
would otherwise be subject to the foregoing restrictions in an aggregate amount
which, together with all other such debt of ours and our subsidiaries, does not
at the time exceed 15% of our Consolidated Net Worth, as defined in the senior
indenture. (Section 9.8 of the senior indenture.)
PROVISIONS APPLICABLE ONLY TO SUBORDINATED DEBT SECURITIES
Ranking; Subordination
In the subordinated indenture, AXA Financial will covenant and agree that
any subordinated debt securities issued thereunder are subordinate and junior in
right of payment to all senior debt, as defined below, to the extent provided in
the subordinated indenture.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of AXA Financial, the holders of senior debt will first be
entitled to receive payment in full of principal of, and premium, if any, and
interest, if any, on such senior debt before the holders of subordinated debt
securities will be entitled to receive or retain any payment in respect of the
principal of, and premium, if any, or interest, if any, on the subordinated debt
securities. (Section 12.2 of the subordinated indenture.)
In the event of the acceleration of the maturity of any subordinated debt
securities, the holders of all senior debt outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
due thereon, including any amounts due upon acceleration, before the holders of
subordinated debt securities will be entitled to receive any payment upon the
principal of, or premium, if any, or interest, if any, on the subordinated debt
securities. (Section 12.3 of the subordinated indenture.)
No payments on account of principal, or premium, if any, or interest, if
any, in respect of the subordinated debt securities may be made if:
- there shall have occurred and be continuing a default in any payment with
respect to senior debt; or
- there shall have occurred and be continuing an event of default with
respect to any senior debt resulting in the acceleration of the maturity
thereof; or
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- any judicial proceeding shall be pending with respect to any such
default.
For purposes of the subordination provisions, the payment, issuance and
delivery of cash, property or securities, other than stock and certain
subordinated securities of AXA Financial, upon conversion of any subordinated
debt security will be deemed to constitute payment on account of the principal
of such subordinated debt security. (Sections 12.4 and 12.16 of the subordinated
indenture.)
When we use the term "debt" we mean, with respect to any person, whether
recourse is to all or a portion of the assets of such person and whether or not
contingent:
- every obligation of such person for money borrowed;
- every obligation of such person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses;
- every reimbursement obligation of such person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of such person;
- every obligation of such person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of
business);
- every capital lease obligation of such person; and
- every obligation of the type referred to in the prior five clauses, of
another person and all dividends of another person the payment of which,
in either case, such person has guaranteed or is responsible or liable
for, directly or indirectly, as obligor or otherwise.
When we use the term "senior debt" we mean the principal of, and premium,
if any, and interest, if any, including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to AXA Financial
whether or not such claim for post-petition interest is allowed in such
proceeding, on debt, whether incurred on or prior to the date of the indenture
or thereafter incurred, unless, in the instrument creating or evidencing the
same or pursuant to which the same is outstanding, it is provided that such
obligations are not superior in right of payment to the subordinated debt
securities or to other debt which ranks equal in priority of payment with, or
subordinated to, the subordinated debt securities; provided, however, that
senior debt shall not be deemed to include:
- any debt of AXA Financial which when incurred and without respect to any
election under Section 1111(b) of the Bankruptcy code, was without
recourse to AXA Financial,
- any debt of AXA Financial to any of its subsidiaries,
- debt to any employee of AXA Financial,
- any liability for taxes, and
- indebtedness or monetary obligations to trade creditors created or
assumed by AXA Financial or any of its subsidiaries in the ordinary
course of business in connection with the obtaining of materials or
services.
The subordinated indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of subordinated debt
securities, may be changed prior to such issuance. Any such change would be
described in the prospectus supplement relating to such subordinated debt
securities. (Section 3.1 of the subordinated indenture.)
RECORD DATES
We will generally be entitled to set any date as the record date for the
purpose of determining the holders of debt securities entitled to give or take
any action under either indenture in the manner specified in such indenture. If
a record date is set, action may only be taken by persons who are holders of
debt securities on the record date. Also, unless otherwise specified in the
prospectus supplement applicable to a series of debt
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securities, to be effective, any action must become effective under the
applicable indenture within six months of the record date. (Section 1.4(f) of
each indenture.)
NOTICE
Notices to holders of debt securities will be given by mail to the
addresses of holders appearing in the applicable securities register. We and the
trustee may treat the person in whose name a debt security is registered as the
owner thereof for all purposes. (Sections 1.6 and 3.8 of each indenture.)
GOVERNING LAW
Each indenture and the debt securities will be governed by, and construed
in accordance with, the laws of the State of New York. (Section 1.11 of each
indenture.)
CONSOLIDATION, MERGER OR TRANSFER OF ASSETS
Each indenture provides that we may not merge or consolidate with or into
any other corporation or other entity or lease or transfer all or substantially
all of our assets, unless:
- the entity formed by or surviving such consolidation or merger or to
which the lease or transfer is made is a corporation organized under the
laws of the United States, any state thereof or the District of Columbia;
and
- immediately after giving effect to such transaction, no default or event
of default exists.
We must deliver to the trustee prior to such transaction an officer's
certificate to the foregoing effect and an opinion of counsel stating that such
transaction and supplemental indenture complies with the indenture and that all
conditions precedent under the indenture to the consummation of such transaction
have been met.
Upon any such consolidation, merger or transfer, the successor corporation
formed by such consolidation or into which we are merged or to which such
transfer is made shall succeed to and be substituted for us under the indenture.
(Section 7.1 of each indenture.)
CONCERNING THE TRUSTEES
The Chase Manhattan Bank is trustee under the senior indenture and Bank One
Trust Company under the subordinated indenture. We may from time to time
maintain credit facilities, and have other customary banking relationships with
The Chase Manhattan Bank and Bank One Trust Company, the trustee under the
senior and subordinated indentures, respectively.
PLAN OF DISTRIBUTION
We may sell our debt securities through agents, underwriters, dealers or
directly to purchasers.
Agents who we designate may solicit offers to purchase our debt securities.
- We will name any agent involved in offering in offering or selling our
securities, and any commissions that we will pay to the agent, in our
prospectus supplement.
- Unless we indicate otherwise in our prospectus supplement, our agents
will act on a best efforts basis for the period of their appointment.
- Our agents may be deemed to be underwriters under the Securities Act of
any of our debt securities that they offer or sell.
We may use an underwriter or underwriters in the offer or sale of our debt
securities.
- If we use an underwriter or underwriters, we will execute an underwriting
agreement with the underwriter or underwriters at the time that we reach
an agreement for the sale of our debt securities.
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- We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers
will receive, in our prospectus supplement.
- The underwriters will use our prospectus supplement to sell our debt
securities.
We may use a dealer to sell our debt securities.
- If we use a dealer, we, as principal, will sell our debt securities to
the dealer.
- The dealer will then sell our debt securities to the public at varying
prices that the dealer will determine at the time it sells our debt
securities.
- We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.
We will conduct the offering of our debt securities in accordance with
Section 2720 of the NASD Conduct Rules.
We may solicit directly offers to purchase our debt securities, and we may
directly sell our debt securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.
We may indemnify agents, underwriters, and dealers against certain
liabilities, including liabilities under the 1933 Act. Our agents, underwriters,
and dealers, or their affiliates, may be customers of, engage in transactions
with or perform services for us, in the ordinary course of business.
We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase our debt securities at the public offering price under
delayed delivery contracts.
- If we use delayed delivery contracts, we will disclose that we are using
them in the prospectus supplement and will tell you when we will demand
payment and delivery of the debt securities under the delayed delivery
contracts.
- These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.
- We will indicate in our prospectus supplement, the commission that
underwriters and agents soliciting purchases of our debt securities under
delayed contracts will be entitled to receive.
This Prospectus, together with the prospectus supplement, may also be used
by Donaldson, Lufkin & Jenrette Securities Corporation in connection with offers
and sales of securities related to market-making transactions by and through
Donaldson, Lufkin & Jenrette Securities Corporation, at negotiated prices
related to prevailing market prices at the time of sale or otherwise. Donaldson,
Lufkin & Jenrette Securities Corporation may act as principal or agent in such
transactions.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the
validity of the Offered Securities will be passed upon for AXA Financial by
Debevoise & Plimpton, New York, New York. Debevoise & Plimpton from time to time
provides legal services to AXA Financial and its subsidiaries.
EXPERTS
The consolidated financial statements and financial statement schedules of
AXA Financial as of December 31, 1999 and 1998 and for each of the three years
in the period ended December 31, 1999 incorporated herein by reference to the
Annual Report on Form 10-K of AXA Financial for the year ended December 31, 1999
have been so incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. The registration statement, including the
attached exhibits, contains additional relevant information about us. The rules
and regulations of the Securities and Exchange Commission allow us to omit some
of the information about AXA Financial. In addition, AXA Financial files
reports, proxy statements and other information with the Securities and Exchange
Commission. This information may be inspected and copied at the public reference
facilities maintained by the Securities and Exchange Commission at:
- Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C.
20549;
- 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048;
and
- Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60611.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Securities and Exchange Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such material may
also be accessed electronically by means of the Securities and Exchange
Commission's home page on the Internet at http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange, Inc. and reports
and other information concerning us can also be inspected at the office of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION BY REFERENCE
The rules of the Securities and Exchange Commission allow us to incorporate
by reference information into this prospectus. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Securities and Exchange Commission will automatically update
and supercede this information. This prospectus incorporates by reference the
documents listed below.
- AXA Financial's Annual Report on Form 10-K for the year ended December
31, 1999;
- AXA Financial's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
- AXA Financial's Current Report on Form 8-K dated July 10, 1997 and
Registration Statement on Form 8-A, dated May 26, 1992, incorporating the
description of AXA Financial's common stock in AXA Financial's
Registration Statement on Form S-1 (Registration No. 33-48115);
- AXA Financial's Current Reports on Form 8-K, dated July 24, 2000 and
August 1, 2000; and
- all documents filed by AXA Financial pursuant to Section 13(a), 13(c) 14
and 15(d) of the Exchange Act after the date of this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents referred to above which have been or may be
incorporated by reference in this prospectus (other than certain exhibits to
such documents). Requests for such documents should be directed to AXA
Financial, Inc., 1290 Avenue of the Americas, New York, New York 10104,
Attention: Corporate Secretary (Telephone: (212) 554-1234).
------------------------
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by AXA Financial, or any underwriter,
agent or dealer. Neither the delivery of this prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of AXA Financial since the date hereof or that the
information contained or incorporated by reference herein is correct as of any
time subsequent to the
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date of such information. This prospectus does not constitute an offer to sell
or a solicitation of an offer to buy any securities by anyone in any
jurisdiction in which such offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to any
person to whom it is unlawful to make such offer or solicitation.
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<PAGE> 21
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT
SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED AUGUST 28, 2000
PROSPECTUS
[AXA FINANCIAL LOGO]
AXA FINANCIAL, INC.
JUNIOR SUBORDINATED DEBT SECURITIES
AXA FINANCIAL CAPITAL TRUST I
AXA FINANCIAL CAPITAL TRUST II
AXA FINANCIAL CAPITAL TRUST III
AXA FINANCIAL CAPITAL TRUST IV
PREFERRED SECURITIES GUARANTEED
AS DESCRIBED IN THIS PROSPECTUS
AND THE ACCOMPANYING PROSPECTUS SUPPLEMENT
BY AXA FINANCIAL, INC.
By this prospectus, we may offer from time to time up to $1,920,000,000 of
any combination of the securities described in this prospectus.
The AXA Financial trusts are Delaware business trusts. Each trust may from
time to time:
- sell preferred securities representing undivided beneficial interests in
the trust to the public;
- sell common securities representing undivided beneficial interests in the
trust to AXA Financial, Inc.;
- use the proceeds from these sales to buy an equal principal amount of
junior subordinated debentures of AXA Financial, Inc.;
- distribute the cash payments it receives on the junior subordinated
debentures it owns to the holders of the preferred and common securities.
For each preferred security that you own, you will receive cumulative cash
distributions at a rate set forth in the accompanying prospectus supplement on
the liquidation amount of the preferred security. The liquidation amount per
preferred security will be set forth in the accompanying prospectus supplement.
AXA Financial, Inc. will fully and unconditionally guarantee the payment by
the trust of the preferred securities based on obligations discussed in this
prospectus. This is called the preferred securities guarantee.
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We will not use this prospectus to confirm sales of any securities unless
it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus is truthful or complete. nor
have they made, nor will they make, any determination as to whether anyone
should buy these securities. any representation to the contrary is a criminal
offense.
THE DATE OF THIS PROSPECTUS IS , 2000.
<PAGE> 22
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
About This Prospectus....................................... 2
AXA Financial............................................... 2
Use of Proceeds............................................. 2
Ratios of Earnings to Fixed Charges and Earnings to Combined
Fixed Charges and
Preferred Stock Dividends................................. 3
The AXA Financial Trusts.................................... 3
Description of the Preferred Securities..................... 7
Description of the Preferred Securities Guarantees.......... 8
Description of the Junior Subordinated Debt Securities...... 12
Plan of Distribution........................................ 21
Legal Matters............................................... 22
Experts..................................................... 23
Where You Can Find More Information......................... 23
Incorporation by Reference.................................. 23
</TABLE>
<PAGE> 23
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf process, we may sell the securities described in the prospectus
from time to time. This prospectus provides you with a general description of
the securities we may offer. We may also add, update or change information
contained in this prospectus through a supplement to this prospectus. Any
statement that we make in this prospectus will be modified or superseded by any
inconsistent statement made by us in a prospectus supplement. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
AXA FINANCIAL
For the purpose of this prospectus, "AXA Financial," "we," "us," "our" or
similar terms mean AXA Financial, Inc. Our name changed on September 3, 1999
from "The Equitable Companies Incorporated" to AXA Financial, Inc.
AXA Financial and its subsidiaries are a diversified financial services
organization offering a broad spectrum of financial advisory, insurance,
investment banking and brokerage and asset management services. We are one of
the world's largest asset managers, with total assets under management of
approximately $483.67 billion at June 30, 2000. Our financial advisory and
insurance business is conducted principally by our wholly-owned subsidiaries,
AXA Advisors, LLC, AXA Network, LLC, and The Equitable Life Assurance Society of
the United States ("Equitable Life") and its subsidiaries, including Equitable
Distributors, Inc. and The Equitable of Colorado, Inc. Our investment banking
and brokerage business is conducted by Donaldson, Lufkin & Jenrette, Inc., in
which we owned on a consolidated basis at June 30, 2000 an approximate 69.3%
interest. Our investment management business is conducted by Alliance Capital
Management L.P. ("Alliance"), in which we owned, on a consolidated basis for the
completion of the acquisition at June 30, 2000, an approximate 63.5% interest
and, as of that date, on a pro forma basis completion of the acquisition of
Sanford C. Bernstein by Alliance, an approximate 53.0% interest.
AXA, a French holding company of an international group of insurance and
related financial service companies, is our largest shareholder, beneficially
owning (together with certain of its affiliates) at June 30, 2000 approximately
60.3% of the outstanding shares of our common stock. We are a Delaware
corporation with our principal headquarters located at 1290 Avenue of the
Americas, New York, New York 10104 (Telephone: (212) 554-1234).
USE OF PROCEEDS
Each AXA Financial Trust will use all proceeds received from the sale of
its trust securities to purchase junior subordinated debt securities from AXA
Financial.
Unless otherwise set forth in the applicable prospectus supplement,
proceeds from the sale of junior subordinated debt securities will be used by us
for general corporate purposes and initially may be temporarily invested in
short-term securities.
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RATIOS OF EARNINGS
TO FIXED CHARGES AND EARNINGS TO COMBINED
FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
The following table sets forth the ratios of earnings to fixed charges and
earnings to combined fixed charges and preferred stock dividends for AXA
Financial for the periods indicated.
<TABLE>
<CAPTION>
SIX MONTHS
ENDED YEARS ENDED DECEMBER 31,
JUNE 30, -------------------------------------
2000 1999 1998 1997 1996 1995
----------- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to fixed charges(1)......... 1.325 1.417 1.346 1.262 1.173 1.237
Ratio of earnings to combined fixed charges
and preferred stock dividends(1)............ 1.325 1.417 1.346 1.255 1.158 1.220
</TABLE>
---------------
(1) For purposes of determining the historical ratios of earnings to fixed
charges and of earnings to combined fixed charges and preferred stock
dividends, earnings consist of earnings from continuing operations before
Federal income taxes, minority interest and cumulative effect of accounting
change adjusted for (i) excess of equity in income of unconsolidated
investees over distributed income and (ii) equity in losses of
unconsolidated investees, plus fixed charges. Fixed charges consist of
interest expense on long-and short-term debt, amortization of deferred debt
expenses plus the portion of operating lease rentals, net of income from
subleases, representative of the interest factor. The inclusion of Interest
Credited to Policyholders' Account Balances in the ratios presented above
would not have a material effect on such ratios.
THE AXA FINANCIAL TRUSTS
Each of AXA Financial Capital Trust I, AXA Financial Capital Trust II, AXA
Financial Capital Trust III and AXA Financial Capital Trust IV is a statutory
business trust formed on January 16, 1998 under the Delaware Business Trust Act
pursuant to a separate declaration of trust among the trustees of such AXA
Financial trust and AXA Financial and the filing of a certificate of trust with
the Secretary of State of the State of Delaware. Subsequent to the formation of
each trust we filed a certificate of amendment to each certificate of trust with
the Secretary of State of the State of Delaware to reflect a change in the name
of each trust. Such declaration will be amended and restated in its entirety, as
so amended and restated, referred to as the "declaration," substantially in the
form filed as an exhibit to the Registration Statement of which this prospectus
forms a part, as of the date the preferred securities of such trust are
initially issued. Each declaration will be qualified under the Trust indenture
Act of 1939, as amended, which we refer to as the "Trust Indenture Act."
This description summarizes the material terms of the declarations and is
qualified in its entirety by reference to the form of declaration, which has
been filed as an exhibit to the Registration Statement of which this prospectus
is a part, and the Trust Indenture Act.
TRUST SECURITIES
Upon issuance of any preferred securities by a trust, the holders thereof
will own all of the issued and outstanding preferred securities of that trust.
AXA Financial will acquire, directly or indirectly, securities representing
common undivided beneficial interests in the assets of each trust, which we
refer to as the common securities, in an amount equal to at least 3% of the
total capital of that trust and will own, directly or indirectly, all of the
issued and outstanding common securities of that trust. The preferred securities
and the common securities, which together we refer to as the trust securities,
will rank equal in priority of payment with each other and will have equivalent
terms; except that:
- if a declaration event of default, as defined herein, under the
declaration of a trust occurs and is continuing, the holders of preferred
securities of such trust will have a priority over holders of the
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common securities of such trust with respect to payments in respect of
distributions and payments upon liquidation, redemption and maturity; and
- holders of common securities have the exclusive right, subject to the
terms of the declaration, to appoint, remove or replace the trustees and
to increase or decrease the number of trustees.
Each trust exists for the purpose of
- issuing its preferred securities;
- issuing its common securities to AXA Financial;
- investing the gross proceeds from the sale of the trust securities in
junior subordinated debt securities of AXA Financial; and
- engaging in only such other activities as are necessary, convenient or
incidental thereto.
The rights of the holders of the preferred securities, including economic
rights, rights to information and voting rights, are set forth in the applicable
declaration, the Delaware Business Trust Act and the Trust Indenture Act.
POWERS AND DUTIES OF TRUSTEES
The number of trustees of each trust shall initially be five. Three of such
trustees, referred to as the regular trustees, are individuals who are employees
or officers of AXA Financial or its subsidiaries. The fourth such trustee will
be The Bank of New York, which is unaffiliated with AXA Financial and which will
serve as the property trustee and act as the indenture trustee for purposes of
the Trust Indenture Act. The fifth such trustee, referred to as the Delaware
trustee, is an affiliate of The Bank of New York that has its principal place of
business in the State of Delaware. Pursuant to each declaration, legal title to
the junior subordinated debt securities purchased by a trust will be held by the
property trustee (as defined below) for the benefit of the holders of the trust
securities of such trust, and the property trustee will have the power to
exercise all rights, powers and privileges under the indenture with respect to
the junior subordinated debt securities. In addition, the property trustee will
maintain exclusive control of a segregated non-interest bearing bank account,
referred to as the "property account", to hold all payments in respect of the
junior subordinated debt securities purchased by a trust for the benefit of the
holders of trust securities of such trust. The property trustee will promptly
make distributions to the holders of the trust securities out of funds from the
property account. The preferred securities guarantees are separately qualified
under the Trust Indenture Act and will be held by The Bank of New York, acting
in its capacity as indenture trustee with respect thereto, for the benefit of
the holders of the applicable preferred securities. As used in this prospectus
and any accompanying prospectus supplement, the term "property trustee" with
respect to a trust refers to The Bank of New York acting either in its capacity
as a trustee under the relevant declaration and the holder of legal title to the
junior subordinated debt securities purchased by that trust or in its capacity
as indenture trustee under, and the holder of, the applicable preferred
securities guarantee, as the context may require. AXA Financial, as the direct
or indirect owner of all of the common securities of each trust, will have the
exclusive right, subject to the terms of the related declaration, to appoint,
remove or replace trustees and to increase or decrease the number of trustees,
provided that the number of trustees shall be at least five and the majority of
trustees shall be regular trustees. The term of a trust will be set forth in the
prospectus supplement, but may terminate earlier as provided in such
declaration.
The duties and obligations of the trustees of a trust shall be governed by
the declaration of such trust, the Delaware Business Trust Act and the Trust
Indenture Act. Under its declaration, each trust shall not, and the trustees
shall cause such trust not to, engage in any activity other than in connection
with the purposes of such trust or other than as required or authorized by the
related declaration. In particular, each trust shall not and the trustees shall
not:
- invest any proceeds received by such trust from holding the junior
subordinated debt securities purchased by such trust but shall promptly
distribute from the property account all such proceeds to holders of
trust securities pursuant to the terms of the related declaration and of
the trust securities;
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- acquire any assets other than as expressly provided in the related
declaration;
- possess trust property for other than a trust purpose;
- make any loans, other than loans represented by the junior subordinated
debt securities;
- possess any power or otherwise act in such a way as to vary the assets of
such trust or the terms of its trust securities in any way whatsoever;
- issue any securities or other evidences of beneficial ownership of, or
beneficial interests in, such trust other than its trust securities;
- incur any indebtedness for borrowed money; or
- in the case of the following four clauses, unless the property trustee
shall have received a written opinion of nationally recognized
independent tax counsel recognized as expert in such matters to the
effect that such action will not cause such trust to fail to be
classified as a grantor trust for United States Federal income tax
purposes:
- direct the time, method and place of exercising any trust or power
conferred upon the indenture trustee with respect to the junior
subordinated debt securities deposited in that trust as trust assets
or upon the property trustee of that trust with respect to its
preferred securities;
- waive any past default that is waivable under the junior subordinated
indenture or the declaration;
- exercise any right to rescind or annul any declaration under the
indenture that the principal of all of the junior subordinated debt
securities deposited in that trust as trust assets shall be due and
payable; or
- consent to any amendment, modification or termination of the junior
subordinated indenture or such junior subordinated debt securities or
the declaration, in each case where such consent shall be required.
BOOKS AND RECORDS
The books and records of each trust will be maintained at the principal
office of such trust and will be open for inspection by a holder of preferred
securities of such trust or his representative for any purpose reasonably
related to his interest in such trust during normal business hours. Each holder
of preferred securities will be furnished annually with unaudited financial
statements of the applicable trust as soon as available after the end of such
trust's fiscal year.
VOTING
Except as provided under the Delaware Business Trust Act, the declaration
and the Trust Indenture Act, holders of preferred securities will have no voting
rights.
THE PROPERTY TRUSTEE
The property trustee, for the benefit of the holders of the trust
securities of a trust, is authorized under each declaration to exercise all
rights under the indenture with respect to the junior subordinated debt
securities deposited in such trust as trust assets, including its rights as the
holder of such junior subordinated debt securities to enforce AXA Financial's
obligations under such junior subordinated debt securities upon the occurrence
of an event of default under the indenture. The property trustee shall also be
authorized to enforce the rights of holders of preferred securities of a trust
under the related preferred securities guarantee. If any trust's failure to make
distributions on the preferred securities of a trust is a consequence of AXA
Financial's exercise of any right under the terms of the junior subordinated
debt securities deposited in such trust as trust assets to extend the interest
payment period for such junior subordinated debt securities, the property
trustee will have no right to enforce the payment of distributions on such
preferred securities until an event of default under a declaration shall have
occurred. Holders of at least a majority in liquidation amount of the preferred
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<PAGE> 27
securities held by a trust will have the right to direct the property trustee
for that trust with respect to certain matters under the declaration for that
trust and the related preferred securities guarantee. If the property trustee
fails to enforce its rights under the indenture or fails to enforce the
preferred securities guarantee, to the extent permitted by applicable law, any
holder of preferred securities may institute a legal proceeding against AXA
Financial to enforce such rights or the preferred securities guarantee, as the
case may be. In addition, the holders of at least 25% in aggregate liquidation
preference of the outstanding preferred securities would have the right to
directly institute proceedings for enforcement of payment to such holders of
principal of, or premium, if any, or interest on the junior subordinated
debentures having a principal amount equal to the aggregate liquidation
preference of the preferred securities of such holders.
DISTRIBUTIONS
Pursuant to each declaration, distributions on the preferred securities of
a trust must be paid on the dates payable to the extent that the property
trustee for that trust has cash on hand in the applicable property account to
permit such payment. The funds available for distribution to the holders of the
preferred securities of a trust will be limited to payments received by the
property trustee in respect of the junior subordinated debt securities that are
deposited in the trust as trust assets. If AXA Financial does not make interest
payments on the junior subordinated debt securities deposited in a trust as
trust assets, the property trustee will not make distributions on the preferred
securities of such trust. Under the declaration, if and to the extent AXA
Financial does make interest payments on the junior subordinated debt securities
deposited in a trust as trust assets, the property trustee is obligated to make
distributions on the trust securities of such trust on a pro rata basis, as
defined below. The payment of distributions on the preferred securities of a
trust is guaranteed by AXA Financial on a subordinated basis as and to the
extent described below under "Description of the Preferred Securities
Guarantee." The preferred securities guarantee is a full and unconditional
guarantee from the time of issuance of the applicable preferred securities, but
the preferred securities guarantee covers distributions and other payments on
the applicable preferred securities only if and to the extent that AXA Financial
has made a payment to the property trustee of interest or principal on the
junior subordinated debt securities deposited in the trust as trust assets. As
used in this prospectus, the term "pro rata basis" shall mean pro rata to each
holder of trust securities of a trust according to the aggregate liquidation
amount of the trust securities of such trust held by the relevant holder in
relation to the aggregate liquidation amount of all trust securities of such
trust outstanding unless, in relation to a payment, a declaration event of
default under the declaration has occurred and is continuing, in which case any
funds available to make such payment shall be paid first to each holder of the
preferred securities of such trust pro rata according to the aggregate
liquidation amount of the preferred securities held by the relevant holder in
relation to the aggregate liquidation amount of all the preferred securities of
such trust outstanding, and only after satisfaction of all amounts owed to the
holders of such preferred securities, to each holder of common securities of
such trust pro rata according to the aggregate liquidation amount of such common
securities held by the relevant holder in relation to the aggregate liquidation
amount of all common securities of such trust outstanding.
DECLARATION EVENTS OF DEFAULT
If an event of default under the indenture occurs and is continuing with
respect to junior subordinated debt securities deposited in a trust as trust
assets, an event of default under the declaration of such trust, which we refer
to as a declaration event of default, will occur and be continuing with respect
to any outstanding trust securities of such trust. In such event, each
declaration provides that the holders of common securities of such trust will be
deemed to have waived any such declaration event of default under the
declaration with respect to the common securities until all declaration events
of default under the declaration with respect to the preferred securities of
such trust have been cured or waived. Until all such events of default under
such declarations with respect to the preferred securities of such trust have
been so cured or waived, the property trustee will be deemed to be acting solely
on behalf of the holders of the preferred securities of such trust and only the
holders of such preferred securities will have the right to direct the property
trustee with respect to certain matters under such declaration and consequently
under the indenture. In the event that any declaration event of default with
respect to the preferred securities of such trust is waived by the holders of
the preferred securities of such trust as provided in the declaration, the
holders of common securities pursuant to such
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declaration have agreed that such waiver also constitutes a waiver of such
declaration event of default with respect to the common securities for all
purposes under the declaration without any further act, vote or consent of the
holders of the common securities.
RECORD HOLDERS
Each declaration provides that the trustees of such trust may treat the
person in whose name a certificate representing its preferred securities is
registered on the books and records of such trust as the sole holder thereof and
of the preferred securities represented thereby for purposes of receiving
distributions and for all other purposes and, accordingly, shall not be bound to
recognize any equitable or other claim to or interest in such certificate or in
the preferred securities represented thereby on the part of any person, whether
or not such trust shall have actual or other notice thereof. Preferred
securities will be issued in fully registered form. Unless otherwise specified
in a prospectus supplement, preferred securities will be represented by a global
certificate registered on the books and records of such trust in the name of a
depositary named in an accompanying prospectus supplement or its nominee. Under
each declaration:
- such trust and the trustees thereof shall be entitled to deal with the
depositary (or any successor depositary) for all purposes, including the
payment of distributions and receiving approvals, votes or consents under
the related declaration, and except as set forth in the related
declaration with respect to the property trustee, shall have no
obligation to persons owning a beneficial interest in preferred
securities (referred to as preferred security beneficial owners)
registered in the name of and held by the depositary or its nominee; and
- the rights of preferred security beneficial owners shall be exercised
only through the depositary (or any successor depositary) and shall be
limited to those established by law and agreements between such preferred
security beneficial owners and the depositary and/or its participants.
With respect to preferred securities registered in the name of and held
by the depositary or its nominee, all notices and other communications
required under each declaration shall be given to, and all distributions
on such preferred securities shall be given or made to, the depositary
(or its successor).
The specific terms of the depositary arrangement with respect to the
preferred securities will be disclosed in the applicable prospectus supplement.
DEBTS AND OBLIGATIONS OF A TRUST
In the junior subordinated indenture, AXA Financial in its capacity as
issuer of the junior subordinated debt securities held by a trust as trust
assets has agreed to pay for all debts and obligations (other than with respect
to the trust securities) and all costs and expenses of such trust, including the
fees and expenses of its trustees and any taxes and all costs and expenses with
respect thereto, to which such trust may become subject, except for United
States withholding taxes.
The business address of each trust is c/o The Bank of New York, White Clay
Center, Route 273, Newark, Delaware 19711, telephone number (302) 283-8079.
DESCRIPTION OF THE PREFERRED SECURITIES
Each trust may issue, from time to time, only one series of preferred
securities having terms described in the prospectus supplement relating thereto.
The declaration of each trust authorizes the regular trustees of such trust to
issue on behalf of such trust one series of preferred securities. Each
declaration will be qualified as an indenture under the Trust Indenture Act. The
preferred securities will have such terms, including distributions, redemption,
voting, liquidation rights and such other preferred, deferred or other special
rights or such restrictions as shall be set forth in the related declaration or
made part of such declaration by the Trust Indenture Act. Reference is made to
the prospectus supplement relating to the preferred securities of a trust for
specific terms, including:
- the specific designation of such preferred securities;
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- the number of preferred securities issued by such trust;
- the annual rate, or method of calculation thereof, for distributions on
preferred securities issued by such trust, the date or dates upon which
such distributions shall be payable and the record date or dates for the
payment of such distributions;
- whether distributions on preferred securities issued by such trust shall
be cumulative, and, in the case of preferred securities having such
cumulative distribution rights, the date or dates or method of
determining the date or dates from which distributions on preferred
securities issued by such trust shall be cumulative;
- the amount or amounts which shall be paid out of the assets of such trust
to the holders of preferred securities of such trust upon voluntary or
involuntary dissolution, winding-up or termination of such trust;
- the obligation or right, if any, of such trust to purchase or redeem
preferred securities issued by such trust and the price or prices at
which, the period or periods within which and the terms and conditions
upon which preferred securities issued by such trust shall or may be
purchased or redeemed, in whole or in part, pursuant to such obligation
or right;
- the voting rights, if any, of preferred securities issued by such trust
in addition to those required by law, including the number of votes per
preferred security and any requirement for the approval by the holders of
preferred securities, or of preferred securities issued by one or more
trusts, or of both, as a condition to specified actions or amendments to
the declaration of such trust; and
- any other relevant rights, preferences, privileges, limitations or
restrictions of preferred securities issued by such trust consistent with
the declaration of such trust or with applicable law.
All preferred securities offered hereby will be guaranteed by AXA Financial
as and to the extent set forth below under "Description of the Preferred
Securities Guarantees." Certain United States Federal income tax considerations
applicable to any offering of preferred securities will be described in the
prospectus supplement relating thereto.
In connection with the issuance of preferred securities, each trust will
issue one series of common securities. The declaration of each trust authorizes
the regular trustees of such trust to issue on behalf of such trust one series
of common securities having such terms including distributions, redemption,
voting, liquidation rights or such restrictions as shall be set forth therein.
The terms of the common securities issued by a trust will be substantially
identical to the terms of the preferred securities issued by such trust and the
common securities will rank equal in priority of payment, and payments will be
made thereon on a pro rata basis with the preferred securities except that if an
event of default under the declaration occurs and is continuing, the rights of
the holders of such common securities to payment in respect of distributions and
payments upon liquidation, redemption and maturity will be subordinated to the
rights of the holders of such preferred securities. Except in certain limited
circumstances, the common securities issued by a trust will also carry the right
to vote and to appoint, remove or replace any of the trustees of that trust. All
of the common securities of a trust will be directly or indirectly owned by AXA
Financial.
DESCRIPTION OF THE PREFERRED SECURITIES GUARANTEES
Set forth below is a summary of information concerning the preferred
securities guarantees that will be executed and delivered by AXA Financial for
the benefit of the holders from time to time of preferred securities. Each
preferred security guarantee will be separately qualified under the Trust
Indenture Act and will be held by The Bank of New York, acting in its capacity
as indenture trustee with respect thereto, for the benefit of holders of the
preferred securities of the applicable trust. The terms of each preferred
securities guarantee will be those set forth in such preferred securities
guarantee and those made part of such guarantee by the Trust Indenture Act. This
description summarizes the material terms of the preferred securities guarantees
and is qualified in its entirety by reference to the form of preferred
securities guarantee, which is filed as an exhibit to the Registration Statement
of which this prospectus forms a part, and the Trust Indenture
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Act. Section and Article references used herein are references to the provisions
of the form of preferred securities guarantee.
GENERAL
Pursuant to each preferred securities guarantee, AXA Financial will
irrevocably and unconditionally agree, to the extent set forth therein, to pay
in full, to the holders of the preferred securities issued by a trust, the
guarantee payments, as defined therein, without duplication of amounts
theretofore paid by such trust, regardless of any defense, right of set-off or
counterclaim that such trust may have or assert. The following payments or
distributions with respect to preferred securities issued by a trust to the
extent not paid or made by such trust, the "guarantee payments", will be subject
to the preferred securities guarantee, without duplication:
- any accrued and unpaid distributions on such preferred securities, and
the redemption price, including all accrued and unpaid distributions to
the date of redemption, with respect to any preferred securities called
for redemption by such trust but if and only to the extent that in each
case AXA Financial has made a payment to the related property trustee of
interest or principal on the junior subordinated debt securities
deposited in such trust as trust assets and
- upon a voluntary or involuntary dissolution, winding-up or termination of
such trust, other than in connection with the distribution of such junior
subordinated debt securities to the holders of preferred securities or
the redemption of all of the preferred securities upon the maturity or
redemption of such junior subordinated debt securities, the lesser of:
- the aggregate of the liquidation amount and all accrued and unpaid
distributions on such preferred securities to the date of payment, to
the extent such trust has funds available therefor; and
- the amount of assets of such trust remaining available for
distribution to holders of such preferred securities in liquidation
of such trust.
AXA Financial's obligation to make a guarantee payment may be satisfied by
direct payment of the required amounts by AXA Financial to the holders of
preferred securities or by causing the applicable trust to pay such amounts to
such holders.
The preferred securities guarantee is a full and unconditional guarantee
from the time of issuance of the applicable preferred securities, but the
preferred securities guarantee covers distributions and other payments on such
preferred securities only if and to the extent that AXA Financial has made a
payment to the property trustee of interest or principal on the junior
subordinated debt securities deposited in the applicable trust as trust assets.
If AXA Financial does not make interest or principal payments on the junior
subordinated debt securities deposited in the applicable trust as trust assets,
the property trustee will not make distributions of the preferred securities of
such trust and the trust will not have funds available therefor.
AXA Financial's obligations under the declaration for each trust, the
preferred securities guarantee issued with respect to preferred securities
issued by that trust, the junior subordinated debt securities purchased by that
trust and the related junior subordinated indenture, as defined below, in the
aggregate will provide a full and unconditional guarantee on a subordinated
basis by AXA Financial of payments due on the preferred securities issued by
that trust.
CERTAIN COVENANTS OF AXA FINANCIAL
Unless otherwise provided in the applicable prospectus supplement, in each
preferred securities guarantee, AXA Financial will covenant and agree that, so
long as any preferred securities issued by the applicable trust remain
outstanding, AXA Financial will not declare or pay any dividends on, or redeem,
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purchase, acquire or make any distribution, liquidation or guarantee payment
with respect to its capital stock, if at any time AXA Financial shall:
- have failed to make any payment of interest, principal or premium on the
related junior subordinated debt securities when due, after giving effect
to any grace period for payment thereof as provided in Section 5.1 of the
junior subordinated indenture;
- have given notice of its election to defer payments of interest on such
junior subordinated debt securities held by such trust as trust assets by
extending the interest payment period as provided in the terms of the
junior subordinated debt securities and such period, or any extension
thereof, is continuing; or
- be in default with respect to its guarantee payments under the related
preferred securities guarantee;
provided, that AXA Financial may:
- make redemptions, purchases, retirements, acquisitions or distributions
in shares of its capital stock or redemptions, purchases or acquisitions
of shares of its common stock for purposes of any employee benefit plan
or program of AXA Financial or any subsidiary; and
- pay accrued dividends, and cash in lieu of fractional shares, upon the
conversion of any of its preferred stock as may be outstanding from time
to time, in accordance with the terms of such stock.
The term "capital stock" shall include AXA Financial's common stock and any
issue of preferred stock from time to time outstanding but shall not include any
indebtedness of any kind, whether or not convertible or exchangeable for shares
of common stock or preferred stock.
In addition, so long as any preferred securities remain outstanding, AXA
Financial has agreed
- to remain the sole direct or indirect owner of all of the outstanding
common securities issued by the applicable trust and shall not cause or
permit the common securities to be transferred except to the extent
permitted by the related declaration; provided that any permitted
successor of AXA Financial under the indenture may succeed to AXA
Financial's ownership of the common securities issued by the applicable
trust; and
- to use reasonable efforts to cause such trust to continue to be treated
as a grantor trust for United States Federal income tax purposes except
in connection with a distribution of junior subordinated debt securities.
(Section 6.1 of the preferred securities guarantee.)
AMENDMENTS AND ASSIGNMENT
Except with respect to any changes that do not adversely affect the rights
of holders of preferred securities (in which case no consent will be required),
each preferred securities guarantee may be amended only with the prior approval
of the holders of not less than 66 2/3% in liquidation amount of the outstanding
preferred securities issued by the applicable trust. (Section 9.2 of the junior
subordinated indenture.) The manner of obtaining any such approval of holders of
such preferred securities will be set forth in an accompanying prospectus
supplement. All guarantees and agreements contained in a preferred securities
guarantee shall bind the successors, assignees, receivers, trustees and
representatives of AXA Financial and shall inure to the benefit of the holders
of the preferred securities of the applicable trust then outstanding. Except in
connection with a consolidation, merger or sale involving AXA Financial that is
permitted under the indenture, AXA Financial may not assign its obligations
under any preferred securities guarantee. (Section 9.1 of the preferred
securities guarantee.)
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TERMINATION OF THE PREFERRED SECURITIES GUARANTEES
Each preferred securities guarantee will terminate and be of no further
force and effect as to the preferred securities issued by the applicable trust:
- upon full payment of the redemption price of all preferred securities of
such trust;
- upon distribution of the junior subordinated debt securities to the
holders of the preferred securities of such trust in exchange for all of
the preferred securities issued by such trust; or
- upon full payment of the amounts payable upon liquidation of such trust.
Notwithstanding the foregoing, each preferred securities guarantee will
continue to be effective or will be reinstated, as the case may be, if at any
time any holder of preferred securities issued by the applicable trust must
restore payment of any sums paid under such preferred securities or such
guarantee. (Section 7.1 of the preferred securities guarantee.)
STATUS OF THE PREFERRED SECURITIES GUARANTEES
AXA Financial, Inc.'s obligations under each preferred securities guarantee
to make the guarantee payments will constitute an unsecured obligation of AXA
Financial and will rank
- equal in priority of payment with the junior subordinated debt
securities; and
- senior to all capital stock now or hereafter issued by AXA Financial and
to any guarantee now or hereafter entered into by AXA Financial in
respect of any of its capital stock.
AXA Financial's obligations under each preferred securities guarantee will
rank equal in priority of payment with each other preferred securities
guarantee. (Section 6.2 of the preferred securities guarantee.) The preferred
securities guarantee will be unsecured and, because AXA Financial is a
non-operating holding company, will be effectively subordinated to all
liabilities of AXA Financial's subsidiaries, including liabilities under
contracts of insurance and annuities written by AXA Financial's insurance
subsidiaries. Accordingly, holders of the preferred securities guarantees should
look only to the assets of AXA Financial for payment of the guarantee payments.
Each declaration provides that each holder of preferred securities issued by the
applicable trust by acceptance thereof agrees to the subordination provisions
and other terms of the related preferred securities guarantee.
Each preferred securities guarantee will constitute a guarantee of payment
and not of collection, that is, the guaranteed party may institute a legal
proceeding directly against the guarantor to enforce its rights under the
guarantee without first instituting a legal proceeding against any other person
or entity. Each preferred securities guarantee will be deposited with The Bank
of New York, as guarantee trustee, to be held for the benefit of the holders of
the preferred securities issued by the applicable trust. The Bank of New York
shall enforce the preferred securities guarantee on behalf of the holders of the
preferred securities issued by the applicable trust. The holders of not less
than a majority in aggregate liquidation amount of the preferred securities
issued by the applicable trust have the right to direct the time, method and
place of conducting any proceeding for any remedy available in respect of the
related preferred securities guarantee, including the giving of directions to
The Bank of New York. If The Bank of New York fails to enforce such preferred
securities guarantee as above provided, any holder of preferred securities
issued by the applicable trust may institute a legal proceeding directly against
AXA Financial to enforce its rights under such preferred securities guarantee,
without first instituting a legal proceeding against the applicable trust or any
other person or entity.
MISCELLANEOUS
AXA Financial will be required to provide annually to The Bank of New York
a statement as to the performance by AXA Financial of certain of its obligations
under the preferred securities guarantees and as to any default in such
performance. AXA Financial is required to file annually with The Bank of New
York an officer's certificate as to AXA Financial's compliance with all
conditions under preferred securities guarantees. (Section 2.4 of the preferred
securities guarantee.)
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The Bank of New York, prior to the occurrence of a default, undertakes to
perform only such duties as are specifically set forth in the applicable
preferred securities guarantee and, after default with respect to a preferred
securities guarantee, shall exercise the same degree of care as a prudent
individual would exercise in the conduct of his or her own affairs. Subject to
such provision, The Bank of New York is under no obligation to exercise any of
the powers vested in it by a preferred securities guarantee at the request of
any holder of preferred securities unless it is offered reasonable indemnity
against the costs, expenses and liabilities that might be incurred thereby.
(Section 3.2 of the preferred securities guarantee.)
GOVERNING LAW
The preferred securities guarantees will be governed by, and construed in
accordance with, the laws of the State of New York.
DESCRIPTION OF THE JUNIOR SUBORDINATED DEBT SECURITIES
We may offer unsecured general obligations in the form of junior
subordinated debt securities. The junior subordinated debt securities will be
subordinate and junior in right of payment to the extent and in the manner set
forth in the junior subordinated indenture to all of our senior debt as defined
below under "Description of the Junior Subordinated -- Subordination Under the
Junior Subordinated Indenture."
The junior subordinated debt securities will be issued under a junior
subordinated indenture, to be entered into between us and the Bank of New York,
as trustee. We have summarized certain general features of the junior
subordinated debt securities from the junior subordinated indenture. We
encourage you to read the junior subordinated indenture, which is filed or
incorporated by reference as an exhibit to the Registration Statement that
includes this prospectus. The following summaries of certain provisions of the
junior subordinated indenture do not purport to be complete and are subject to,
and are qualified in their entirety by reference to, all the provisions of the
junior subordinated indenture and the provisions of the Trust Indenture Act of
1939, as amended, referred to as the "Trust Indenture Act". References in
parentheses below to sections or articles are to sections or articles of the
junior subordinated indenture.
The following description of the terms of the junior subordinated debt
securities sets forth certain general terms and provisions of the junior
subordinated debt securities to which any prospectus supplement may relate. The
particular terms of the junior subordinated debt securities offered by any
prospectus supplement and the extent, if any, to which such general provisions
may apply to the junior subordinated debt securities will be described in the
related prospectus supplement. Accordingly, for a description of the terms of a
particular issue of junior subordinated debt securities, you should refer to
both the related prospectus supplement and to the following description.
The junior subordinated debt securities will be issuable in one or more
series pursuant to one or more indentures supplemental to the original junior
subordinated indenture, or a resolution of our board of directors or a duly
authorized committee of our board of directors. (Section 3.1 of the junior
subordinated indenture.)
The junior subordinated indenture does not contain any covenants or
provisions which may afford holders of junior subordinated debt securities
protection in the event that we engage in a highly leveraged transaction or
other transaction that may adversely affect the holders of the junior
subordinated debt securities, including the incurrence or issuance of other
secured or unsecured debt.
Most of our assets are owned by our subsidiaries and, accordingly, the
junior subordinated debt securities are effectively subordinated to all existing
and future liabilities of our subsidiaries, including liabilities under
contracts of insurance and annuities written by our insurance subsidiaries,
primarily Equitable Life, and holders should look only to our assets for payment
of interest and principal.
GENERAL TERMS OF THE JUNIOR SUBORDINATED DEBT SECURITIES
The aggregate principal amount of junior subordinated debt securities that
may be issued under the junior subordinated indenture is unlimited. The junior
subordinated debt securities may be issued in one or more
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series. You should refer to the applicable prospectus supplement for the
specific terms of the junior subordinated debt securities which may include the
following:
- title and aggregate principal amount;
- any applicable subordination provisions;
- percentage or percentages of principal amount at which the junior
subordinated debt securities will be issued and percentage or percentages
of principal amount payable upon declaration of acceleration of the
maturity of the junior subordinated debt securities;
- maturity date(s) or the method of determining the maturity date(s);
- interest rate(s) or the method for determining the interest rate(s);
- dates from which interest will accrue or the method for determining dates
from which interest will accrue and dates on which interest will be
payable;
- interest deferral provisions, if any;
- conversion or exchange provisions, if any;
- place or places where principal, premium and interest will be payable;
- redemption or early repayment provisions;
- sinking fund or analogous provisions;
- authorized denominations;
- amount of discount with which such junior subordinated debt securities
will be issued;
- whether the junior subordinated debt securities will be issued in whole
or in part in the form of one or more global securities;
- identity of the depositary for global securities;
- whether a temporary security is to be issued with respect to such series
and whether any interest payable prior to the issuance of definitive
junior subordinated debt securities of the series will be credited to the
account of the persons entitled thereto;
- the terms upon which beneficial interests in a temporary global debt
security may be exchanged in whole or in part for beneficial interests in
a definitive global debt security or for individual definitive junior
subordinated debt securities and the terms upon which such exchanges may
be made;
- currency, currencies or currency units in which the purchase price for,
the principal of and any premium and any interest on, such junior
subordinated debt securities will be payable;
- time period within which, the manner in which and the terms and
conditions upon which the purchaser of the junior subordinated debt
securities can select the payment currency;
- securities exchange(s) on which the junior subordinated debt securities
will be listed, if any;
- additions to or changes in the events of default or any changes in any
covenant of AXA Financial with respect to the junior subordinated debt
securities and any change in the right of the trustee or the holders to
declare the principal, premium and interest with respect to such junior
subordinated debt securities to be due and payable; and
- additional terms not inconsistent with the provisions of the junior
subordinated indenture.
One or more series of junior subordinated debt securities may be sold at a
substantial discount below their stated principal amount, bearing no interest or
interest at a rate which at the time of issuance is below market rates. One or
more series of junior subordinated debt securities may be variable rate junior
subordinated debt securities that may be exchanged for fixed rate junior
subordinated debt securities. United States federal tax
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consequences and special considerations applicable to any series may be
described in the applicable prospectus supplement.
Junior subordinated debt securities may be issued where the amount of
principal and/or interest payable is determined by reference to:
- the price of one or more commodities, derivatives or securities;
- one or more securities, derivatives or commodities exchange indices or
other indices;
- a currency or currencies (including any currency unit or units) other
than the currency in which such junior subordinated debt securities are
issued or other factors; or
- any other variable or the relationship between any variables or
combination of variables.
Holders of such junior subordinated debt securities may receive a principal
amount or a payment of interest that is greater than or less than the amount of
principal or interest otherwise payable on such dates, depending upon the value
of the applicable currencies, commodities, securities, derivatives, indices or
other factors. Information as to the methods for determining the amount of
principal or interest, if any, payable on any date, the currencies, commodities,
securities, derivatives, indices or other factors to which the amount payable on
such date is linked and certain additional United States federal tax
consequences and special considerations applicable to any series will be
described in the applicable prospectus supplement.
The term "junior subordinated debt securities" includes junior subordinated
debt securities denominated in U.S. dollars or, if specified in the applicable
prospectus supplement, in any other freely transferable currency or units based
on or relating to foreign currencies.
We expect most junior subordinated debt securities to be issued in fully
registered form without coupons and in denominations of $25 and any integral
multiple of $25. (Section 3.2 of the junior subordinated indenture.) Subject to
the limitations provided in the junior subordinated indenture and in the
prospectus supplement or term sheet, junior subordinated debt securities which
are issued in registered form may be registered, transferred or exchanged at the
principal corporate trust office of the trustee or at the office or agency that
we will maintain for such purpose in the Borough of Manhattan, The City of New
York, without the payment of any service charge, other than any tax or other
governmental charge payable in connection with the registration or transfer or
exchange. (Sections 3.5 and 9.2 of the junior subordinated indenture.)
We may issue junior subordinated debt securities of any series in whole or
in part in definitive form or in the form of one or more global junior
subordinated debt securities as described below under "Description of the Junior
Subordinated Debt securities - Book-entry and Settlement." We may issue junior
subordinated debt securities of a series at different times. In addition, we may
issue junior subordinated debt securities within a series with terms different
from the terms of other junior subordinated debt securities of that series.
(Section 3.1(c) of the junior subordinated indenture.)
Subject to applicable law, we or any of our affiliates may at any time
purchase or repurchase junior subordinated debt securities of any series in any
manner and at any price. Junior subordinated debt securities of any series
purchased by us or any of our affiliates may be held or surrendered by the
purchaser of the junior subordinated debt securities for cancellation.
PAYMENT, REGISTRATION, TRANSFER AND EXCHANGE
Unless otherwise provided in the applicable prospectus supplement, payments
in respect of the junior subordinated debt securities will be made in the
designated currency at our office or agency maintained for that purpose as we
may designate from time to time, except that, at our option, interest payments,
if any, on junior subordinated debt securities in registered form may be made
(i) by checks mailed to the holders of junior subordinated debt securities
entitled thereto at their registered addresses or (ii) by wire transfer to an
account maintained by the person entitled thereto as specified in the register.
(Sections 3.7(a) and 9.2 of the junior subordinated indenture.) Unless otherwise
indicated in an applicable prospectus supplement, payment of any installment of
interest on junior subordinated debt securities in registered form will be made
to the
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person in whose name such debt security is registered at the close of business
on the regular record date for such interest. (Section 3.7(a) of the junior
subordinated indenture.)
Payment in respect of junior subordinated debt securities in bearer form
will be made in the currency and in the manner designated in the prospectus
supplement, subject to any applicable laws and regulations, at such paying
agencies outside the United States as we may appoint from time to time. The
paying agents outside the United States, if any, initially appointed by us for a
series of junior subordinated debt securities will be named in the prospectus
supplement. We may at any time designate additional paying agents or rescind the
designation of any paying agents, except that, if junior subordinated debt
securities of a series are issuable as registered securities, we will be
required to maintain at least one paying agent in each place of payment for such
series and, if junior subordinated debt securities of a series are issuable as
bearer securities, we will be required to maintain a paying agent in a place of
payment outside the United States where junior subordinated debt securities of
such series and any coupons appertaining thereto may be presented and
surrendered for payment. (Section 9.2 of the junior subordinated indenture.)
Unless otherwise provided in the applicable prospectus supplement, junior
subordinated debt securities in registered form will be transferable or
exchangeable at our agency maintained for such purpose as designated by us from
time to time. (Sections 3.5 and 9.2 of the junior subordinated indenture.)
Junior subordinated debt securities may be transferred or exchanged without
service charge, other than any tax or other governmental charge imposed in
connection therewith. (Section 3.5 of the junior subordinated indenture.)
CERTAIN COVENANTS OF AXA FINANCIAL APPLICABLE TO THE JUNIOR SUBORDINATED DEBT
SECURITIES
Limitation on Certain Transactions. Unless otherwise provided in the
applicable prospectus supplement, if junior subordinated debt securities are
issued to a trust in connection with the issuance of trust securities by such
trust, in the applicable indenture supplement, AXA Financial will covenant and
agree that, so long as any of such junior subordinated debt securities remain
outstanding, AXA Financial will not declare or pay any dividends on, or redeem,
purchase, acquire or make any distribution, liquidation or guarantee payment
with respect to its capital stock, if at any time AXA Financial shall:
- have failed to make any payment of interest, principal or premium on the
related junior subordinated debt securities when due (after giving effect
to any grace period for payment thereof as provided in Section 5.1 of the
junior subordinated indenture);
- have given notice of its election to defer payments of interest on such
junior subordinated debt securities held by such trust as trust assets by
extending the interest payment period as provided in the terms of the
junior subordinated debt securities and such period, or any extension
thereof, is continuing; or
- be in default with respect to its guarantee payments under the related
preferred securities guarantee;
provided, that AXA Financial may
- make redemptions, purchases, retirements, acquisitions or distributions
in shares of capital stock of AXA Financial or redemptions, purchases or
acquisitions of shares of common stock of AXA Financial, for purposes of
any employee benefit plan or program of AXA Financial or any subsidiary;
and
- pay accrued dividends (and cash in lieu of fractional shares) upon the
conversion of any preferred stock of AXA Financial as may be outstanding
from time to time, in accordance with the terms of such stock. The term
"capital stock" shall include AXA Financial's common stock and any issue
of preferred stock from time to time outstanding but shall not include
any indebtedness of any kind, whether or not convertible or exchangeable
for shares of common stock or preferred stock.
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Consolidation, Merger or Sale by AXA Financial. The junior subordinated
indenture provides that we may not merge or consolidate with or into any other
corporation or other entity or lease or transfer all or substantially all of our
assets, unless:
- the entity formed by or surviving such consolidation or merger or to
which the lease or transfer is made is a corporation organized under the
laws of the United States, any state thereof or the District of Columbia;
and
- immediately after giving effect to such transaction, no default or event
of default exists.
We must deliver to the trustee prior to such transaction an officer's
certificate to the foregoing effect and an opinion of counsel stating that such
transaction and supplemental junior subordinated indenture complies with the
junior subordinated indenture and that all conditions precedent under the junior
subordinated indenture to the consummation of such transaction have been met.
Upon any such consolidation, merger or transfer, the successor corporation
formed by such consolidation or into which we are merged or to which such
transfer is made shall succeed to and be substituted for us under the junior
subordinated indenture. (Section 7.1 of the junior subordinated indenture.)
SUBORDINATION UNDER THE JUNIOR SUBORDINATED INDENTURE
In the junior subordinated indenture, AXA Financial has covenanted and
agreed that any junior subordinated debt securities issued thereunder are
subordinate and junior in right of payment to all senior debt, as defined below,
to the extent provided in the junior subordinated indenture.
Upon any payment or distribution of assets to creditors upon any
liquidation, dissolution, winding up, reorganization, assignment for the benefit
of creditors, marshaling of assets or any bankruptcy, insolvency, debt
restructuring or similar proceedings in connection with any insolvency or
bankruptcy proceeding of AXA Financial, the holders of senior debt will first be
entitled to receive payment in full of principal of, and premium, if any, and
interest, if any, on such senior debt before the holders of junior subordinated
debt securities will be entitled to receive or retain any payment in respect of
the principal of, and premium, if any, or interest, if any, on the junior
subordinated debt securities. (Section 12.2 of the junior subordinated
indenture.)
In the event of the acceleration of the maturity of any junior subordinated
debt securities, the holders of all senior debt outstanding at the time of such
acceleration will first be entitled to receive payment in full of all amounts
due thereon, including any amounts due upon acceleration, before the holders of
junior subordinated debt securities will be entitled to receive any payment upon
the principal of, or premium, if any, or interest, if any, on the junior
subordinated debt securities. (Section 12.3 of the junior subordinated
indenture.)
No payments on account of principal, or premium, if any, or interest, if
any, in respect of the junior subordinated debt securities may be made if:
- there shall have occurred and be continuing a default in any payment with
respect to senior debt; or
- there shall have occurred and be continuing an event of default with
respect to any senior debt resulting in the acceleration of the maturity
thereof; or
- any judicial proceeding shall be pending with respect to any such
default.
When we use the term "debt" we mean, with respect to any person, whether
recourse is to all or a portion of the assets of such person and whether or not
contingent:
- every obligation of such person for money borrowed;
- every obligation of such person evidenced by bonds, debentures, notes or
other similar instruments, including obligations incurred in connection
with the acquisition of property, assets or businesses;
- every reimbursement obligation of such person with respect to letters of
credit, bankers' acceptances or similar facilities issued for the account
of such person;
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- every obligation of such person issued or assumed as the deferred
purchase price of property or services (but excluding trade accounts
payable or accrued liabilities arising in the ordinary course of
business);
- every capital lease obligation of such person; and
- every obligation of the type referred to in the prior five clauses, of
another person and all dividends of another person the payment of which,
in either case, such person has guaranteed or is responsible or liable
for, directly or indirectly, as obligor or otherwise.
When we use the term "senior debt" we mean the principal of, and premium,
if any, and interest, if any, including interest accruing on or after the filing
of any petition in bankruptcy or for reorganization relating to AXA Financial
whether or not such claim for post-petition interest is allowed in such
proceeding, on debt, whether incurred on or prior to the date of the junior
subordinated indenture or thereafter incurred, unless, in the instrument
creating or evidencing the same or pursuant to which the same is outstanding, it
is provided that such obligations are not superior in right of payment to the
junior subordinated debt securities or to other debt which ranks equal in
priority of payment with, or subordinated to, the junior subordinated debt
securities;
provided, however, that senior debt shall not be deemed to include
- any debt of AXA Financial which when incurred and without respect to any
election under Section 1111(b) of the Bankruptcy code, was without
recourse to AXA Financial;
- any debt of AXA Financial to any of its subsidiaries;
- debt to any employee of AXA Financial;
- any liability for taxes;
- indebtedness or monetary obligations to trade creditors created or
assumed by AXA Financial or any of its subsidiaries in the ordinary
course of business in connection with the obtaining of materials or
services; and
- the junior subordinated debt securities.
The junior subordinated indenture provides that the foregoing subordination
provisions, insofar as they relate to any particular issue of junior
subordinated debt securities, may be changed prior to such issuance. Any such
change would be described in the prospectus supplement relating to such junior
subordinated debt securities. (Section 3.1 of the junior subordinated
indenture.)
VOTING RIGHTS
The holders of the junior subordinated debt securities will have no voting
rights.
EVENTS OF DEFAULT, NOTICE AND CERTAIN RIGHTS ON DEFAULT
The junior subordinated indenture provides that, if an event of default in
respect of any series of junior subordinated debt securities shall have occurred
and be continuing, either the trustee or the holders of at least 25% in
aggregate principal amount of the outstanding junior subordinated debt
securities of that series may declare the principal (or a portion thereof in the
case of certain junior subordinated debt securities issued with original issue
discount or indexed junior subordinated debt securities) and accrued interest of
all the junior subordinated debt securities of that series to be due and
payable, by written notice to us (and by written notice to the trustee if given
by the holders). The consequence of this action is that the principal and
accrued interest of the junior subordinated debt securities shall be immediately
due and payable by us. (Section 5.2 of the junior subordinated indenture.)
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The junior subordinated indenture defines events of default in respect of
any series of junior subordinated debt securities as:
- default for 30 days in payment of any interest installment or additional
amount when due;
- default in payment of the principal of or any premium on or any mandatory
sinking fund payment with respect to junior subordinated debt securities
of such series when due; or
- default in the performance of covenants or agreements contained in the
applicable junior subordinated indenture and continuance of such default
for 90 days after written notice as provided in the applicable junior
subordinated indenture;
- our commencement of a voluntary case under Title 11 of the U.S. Code or
any similar federal or state bankruptcy law;
- our consent to the entry of an order for relief against us in an
involuntary case under any such law or to the appointment of a receiver,
trustee, assignee, liquidator or similar official under any such law;
- a general assignment by us for the benefit of our creditors under any
such law;
- the entry by a court of competent jurisdiction of an order or decree
granting relief against us in an involuntary case under any such law
where such order or decree remains unstayed and in effect for 60 days;
- the entry by a court of competent jurisdiction of an order or decree
appointing a receiver, trustee, assignee, liquidator or similar official
for AXA Financial or for substantially all of our property where such
order or decree remains unstayed and in effect for 60 days; or
- any other event of default provided for in the junior subordinated
indenture with respect to the junior subordinated debt securities of such
series.
(Section 5.1 of the junior subordinated indenture.)
The Trust Indenture Act of and Section 6.6 of the junior subordinated
indenture provide that the trustee will, within 90 days after the occurrence of
a default in respect of any series of junior subordinated debt securities, give
to the holders of that series written notice of all uncured and unwaived
defaults known to it; provided that, except in the case of default in the
payment of the principal of, premium on, if any, or interest on, if any, or any
sinking fund installment or analogous obligation with respect to, any of the
junior subordinated debt securities of that series, the trustee will be
protected in withholding such notice if it in good faith determines that the
withholding of such notice is in the interest of the holders of that series.
"Default" means any event which is, or after notice or passage of time or both
would be, an event of default with respect to junior subordinated debt
securities of such series.
The junior subordinated indenture provides that the holders of a majority
in aggregate principal amount of the outstanding junior subordinated debt
securities of any series may, subject to limitations, direct the time, method
and place of conducting proceedings for any remedy available to the trustee, or
exercising any trust or power conferred on the trustee, in respect of the junior
subordinated debt securities of that series. (Section 5.8 of the junior
subordinated indenture.)
The junior subordinated indenture includes a covenant that we will file
annually with the trustee a certificate of compliance with all conditions and
covenants under the junior subordinated indenture. (Section 9.7 of the junior
subordinated indenture.)
In certain cases, the holders of a majority in aggregate principal amount
of the outstanding junior subordinated debt securities of a series may, by
providing written notice to the trustee on behalf of the holders of all junior
subordinated debt securities of that series, waive any past default or event of
default, except for defaults or events of default not already cured in the
payment of the principal of, or premium, if any, or interest on any of the
junior subordinated debt securities of that series or any coupon related to such
junior subordinated debt securities or compliance with certain covenants or
provisions. (Section 5.7 of the junior subordinated indenture.)
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SATISFACTION AND DISCHARGE OF THE JUNIOR SUBORDINATED INDENTURE; DEFEASANCE
The junior subordinated indenture shall generally cease to be of any
further effect with respect to a series of junior subordinated debt securities
when we have delivered to the trustee for cancellation all junior subordinated
debt securities of that series.
Defeasance means discharge from all of our obligations under the junior
subordinated indenture with respect to a series of junior subordinated debt
securities. Defeasance occurs when we deposit with the trustee sufficient cash
or U.S. government securities to pay the principal, interest (including interest
accruing during any extension period with respect to interest payments specified
at the time of establishment of the trust), any premium and any other sums due
to the stated maturity date or a redemption date of the junior subordinated debt
securities of a particular series.
If this happens, the holders of the junior subordinated debt securities of
the affected series will not be entitled to the benefits of the junior
subordinated indenture except for registration of transfer and exchange of
junior subordinated debt securities and replacement of lost, stolen or mutilated
junior subordinated debt securities. Instead the holders will only be able to
rely on the deposited funds or obligations for payment.
Prior to the defeasance of our obligations under the junior subordinated
indenture, we must deliver to the trustee:
- an opinion of counsel to the effect that the deposit and related
defeasance would not cause the holders of the junior subordinated debt
securities to recognize income, gain or loss for federal income tax
purposes; and
- a ruling to such effect received from or published by the United States
Internal Revenue Service if we are discharged from our obligations with
respect to the junior subordinated debt securities.
If AXA Financial deposits with the trustee the amounts sufficient for
defeasance, AXA Financial shall be permitted to extend the interest payment
period for only one extension period.
Covenant defeasance means discharge from our obligations under the junior
subordinated indenture with respect to a series of junior subordinated debt
securities. If we deposit with the trustee sufficient cash or U.S. government
securities to pay the principal, interest (including interest accruing during
any extension period with respect to interest payments specified at the time of
establishment of any trust), any premium and any other sums due to the stated
maturity date or a redemption date of the junior subordinated debt securities of
a particular series, we will no longer be under any obligations to comply with
the restrictive covenants contained in the junior subordinated indenture, and
the events of default relating to failures to comply with covenants will no
longer apply to us.
Prior to the covenant defeasance, we must deliver to the trustee an opinion
of counsel to the effect that the deposit and related covenant defeasance would
not cause the holders of the debt securities to recognize income, gain or loss
for federal income tax purposes.
MODIFICATION OF THE JUNIOR SUBORDINATED INDENTURE
The junior subordinated indenture contains provisions permitting us and the
trustee to enter into one or more supplemental junior subordinated indenture
without the consent of the holders of any of the junior subordinated debt
securities in order to:
- evidence the succession of another corporation to us and the assumption
of our covenants and obligations by our successor;
- add to our covenants for the benefit of the holders of junior
subordinated debt securities or surrender any of our rights or powers;
- add additional events of default with respect to any series of junior
subordinated debt securities;
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- add to or change any provisions of the junior subordinated indenture to
such extent as necessary to facilitate the issuance of junior
subordinated debt securities in bearer form or to facilitate the issuance
of junior subordinated debt securities in global form;
- change or eliminate any provision of the junior subordinated indenture if
such change or elimination does not affect any series of junior
subordinated debt securities created prior to the execution of any such
supplemental junior subordinated indenture that is entitled to the
benefit of such provision;
- secure the junior subordinated debt securities;
- establish the form or terms of junior subordinated debt securities;
- evidence and provide for successor trustees and/or to add to or change
any provisions of the junior subordinated indenture to such extent as
necessary to provide for or facilitate the appointment of a separate
trustee or trustees for specific series of junior subordinated debt
securities;
- correct or supplement any inconsistent provisions or make any other
provisions with respect to matters or questions arising under the junior
subordinated indenture, provided that any such action does not adversely
affect the interests of any holder of junior subordinated debt securities
of any series;
- to modify the subordination provisions; or
- make provision for any conversion or exchange rights.
(Section 8.1 of the junior subordinated indenture.)
The junior subordinated indenture also contains provisions permitting us
and the trustee, with the consent of the holders of not less than a majority of
the aggregate principal amount of the outstanding junior subordinated debt
securities of the affected series, to execute supplemental junior subordinated
indenture adding any provisions to or changing or eliminating any of the
provisions of the junior subordinated indenture or modifying the rights of the
holders of junior subordinated debt securities of that series. However, no
supplemental junior subordinated indenture may, without the consent of the
holders of all of the affected junior subordinated debt securities, among other
things:
- change the maturity of any junior subordinated debt securities;
- change the currency in which such junior subordinated debt securities are
payable;
- reduce the principal amount thereof or the rate of interest thereon or
any premium payable upon the redemption thereof;
- change the manner in which the amount of any principal thereof or
premium, if any, or interest thereon is determined;
- impair the right to institute suit for the enforcement of any payment on
such junior subordinated debt securities at maturity or upon redemption;
- reduce the percentage of the outstanding principal amount of junior
subordinated debt securities the holders of which must consent to any
such supplemental junior subordinated indenture;
- modify the junior subordinated indenture provisions concerning
modification of the junior subordinated indenture or the waiver of past
defaults or specified covenants other than to increase the required
percentage to effect a modification or provide that additional provisions
may not be waived without the consent of the holder of that series of
junior subordinated debt securities; or
- modify the subordination provisions thereof in a manner adverse to the
holders of junior subordinated debt securities then outstanding.
(Section 8.2 of the junior subordinated indenture.)
20
<PAGE> 42
BOOK-ENTRY AND SETTLEMENT
If any junior subordinated debt securities of a series are represented by
one or more global securities (each, a "global security"), the applicable
prospectus supplement will describe the circumstances, if any, under which
beneficial owners of interests in any such global security may exchange such
interests for junior subordinated debt securities of such series and of like
tenor and principal amount in any authorized form and denomination. Principal of
and any premium and interest on a global security will be payable in the manner
described in the applicable prospectus supplement. The specific terms of the
depositary arrangement with respect to any portion of a series of junior
subordinated debt securities to be represented by a global security will be
described in the applicable prospectus supplement.
NOTICES
Notices to holders of registered junior subordinated debt securities will
be given by mail to the addresses of such holders as they may appear in the
register. (Section 1.6 of the junior subordinated indenture.)
TITLE
AXA Financial, the trustee and any agent of AXA Financial or the trustee
may treat the person in whose name a junior subordinated debt security is
registered as the absolute owner thereof, whether or not such junior
subordinated debt security may be overdue, for the purpose of receiving payment
and for all other purposes. (Section 3.8 of the junior subordinated indenture.)
GOVERNING LAW
The junior subordinated indenture and the junior subordinated debt
securities will be governed by, and construed in accordance with, the laws of
the State of New York. (Section 1.11 of the junior subordinated indenture.)
THE TRUSTEE
The Bank of New York is the trustee under the junior subordinated
indenture. AXA Financial currently conducts banking and other commercial
relationships with The Bank of New York in the ordinary course of business. The
junior subordinated indenture contains certain limitations on the right of the
trustee, should it become a creditor of AXA Financial, to obtain payment of
claims in certain cases, or to realize for its own account on certain property
received in respect of any such claim as security or otherwise. The trustee will
be permitted to engage in certain other transactions; however, if it acquires
any conflicting interest and there is a default under the junior subordinated
debt securities, it must eliminate such conflict or resign.
PLAN OF DISTRIBUTION
The securities offered by this prospectus and each related prospectus
supplement may be offered through agents, underwriters, dealers or directly to
purchasers.
Agents who we designate may solicit offers to purchase securities.
- We will name any agent involved in offering in offering or selling the
securities, and any commissions that we will pay to the agent, in our
prospectus supplement.
- Unless we indicate otherwise in our prospectus supplement, our agents
will act on a best efforts basis for the period of their appointment.
- Our agents may be deemed to be underwriters under the Securities Act of
any of the securities that they offer or sell by this prospectus and
related prospectus supplement.
An underwriter or underwriters may be used in the offer or sale of the
securities.
21
<PAGE> 43
- If an underwriter or underwriters will be used, an underwriting agreement
with the underwriter or underwriters will be executed at the time that an
agreement for the sale of the securities is reached.
- We will include the names of the specific managing underwriter or
underwriters, as well as any other underwriters, and the terms of the
transactions, including the compensation the underwriters and dealers
will receive, in our prospectus supplement.
- The underwriters will use our prospectus supplement to sell the
securities.
We may use a dealer to sell the securities.
- If we use a dealer, we or the trust, as principal, will sell the
securities to the dealer.
- The dealer will then sell the securities to the public at varying prices
that the dealer will determine at the time it sells the securities.
- We will include the name of the dealer and the terms of our transactions
with the dealer in our prospectus supplement.
We will conduct the offering of the securities in accordance with Section
2720 of the NASD Conduct Rules.
We may solicit directly offers to purchase the securities, and we may
directly sell the securities to institutional or other investors. We will
describe the terms of our direct sales in our prospectus supplement.
We may indemnify agents, underwriters, and dealers against certain
liabilities, including liabilities under the 1933 Act. Our agents, underwriters,
and dealers, or their affiliates, may be customers of, engage in transactions
with or perform services for us, in the ordinary course of business.
We may authorize our agents and underwriters to solicit offers by certain
institutions to purchase the securities at the public offering price under
delayed delivery contracts.
- If we use delayed delivery contracts, we will disclose that we are using
them in the prospectus supplement and will tell you when we will demand
payment and delivery of the debt securities under the delayed delivery
contracts.
- These delayed delivery contracts will be subject only to the conditions
that we set forth in the prospectus supplement.
- We will indicate in our prospectus supplement, the commission that
underwriters and agents soliciting purchases of our debt securities under
delayed contracts will be entitled to receive.
This prospectus, together with the prospectus supplement, may also be used
by Donaldson, Lufkin & Jenrette Securities Corporation in connection with offers
and sales of securities related to market-making transactions by and through
Donaldson, Lufkin & Jenrette Securities Corporation, at negotiated prices
related to prevailing market prices at the time of sale or otherwise. Donaldson,
Lufkin & Jenrette Securities Corporation may act as principal or agent in such
transactions.
LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, certain
matters of Delaware law relating to the validity of the preferred securities
will be passed upon for the trusts and AXA Financial by Richards, Layton &
Finger, P.A., Wilmington, Delaware, special Delaware counsel to the trusts and
AXA Financial. The validity of the preferred securities guarantees and the
junior subordinated debt securities and certain other matters will be passed
upon for the trusts and AXA Financial by Debevoise & Plimpton, New York, New
York. Richards, Layton & Finger, P.A. and Debevoise & Plimpton from time to time
provide legal services to AXA Financial and its subsidiaries.
22
<PAGE> 44
EXPERTS
The consolidated financial statements and financial statement schedules of
AXA Financial as of December 31, 1999 and 1998 and for each of the three years
in the period ended December 31, 1999 incorporated herein by reference to the
Annual Report on Form 10-K of AXA Financial for the year ended December 31, 1999
have been so incorporated in reliance on the reports of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission. The registration statement, including the
attached exhibits, contains additional relevant information about us. The rules
and regulations of the Securities and Exchange Commission allow us to omit some
of the information about AXA Financial. In addition, AXA Financial files
reports, proxy statements and other information with the Securities and Exchange
Commission. This information may be inspected and copied at:
- the public reference facilities maintained by the Securities and Exchange
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549;
- 7 World Trade Center, 13th Floor, Suite 1300, New York, New York 10048;
and
- Suite 1400, Northwestern Atrium Center, 14th Floor, 500 West Madison
Street, Chicago, Illinois 60611.
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Securities and Exchange Commission at Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549. Such material may
also be accessed electronically by means of the Securities and Commission's home
page on the Internet at http://www.sec.gov.
Our common stock is listed on the New York Stock Exchange, Inc. and reports
and other information concerning us can also be inspected at the office of the
New York Stock Exchange, Inc., 20 Broad Street, New York, New York 10005.
INCORPORATION BY REFERENCE
The rules of the Securities and Exchange Commission allow us to incorporate
by reference information into this prospectus. The information incorporated by
reference is considered to be a part of this prospectus, and information that we
file later with the Securities and Exchange Commission will automatically update
and supercede this information. This prospectus incorporates by reference the
documents listed below.
- AXA Financial's Annual Report on Form 10-K for the year ended December
31, 1999;
- AXA Financial's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 2000 and June 30, 2000;
- AXA Financial's Current Report on Form 8-K dated July 10, 1997 and
Registration Statement on Form 8-A, dated May 26, 1992, incorporating the
description of AXA Financial's common stock in AXA Financial's
Registration Statement on Form S-1 (Registration No. 33-48115);
- AXA Financial's Current Reports on Form 8-K, dated July 24, 2000 and
August 1, 2000; and
- all documents filed by AXA Financial pursuant to Section 13(a), 13(c) 14
and 15(d) of the Exchange Act after the date of this prospectus.
We will provide without charge to each person to whom a copy of this
prospectus is delivered, upon written or oral request of such person, a copy of
any or all of the documents referred to above which have been or may be
incorporated by reference in this prospectus (other than certain exhibits to
such documents).
23
<PAGE> 45
Requests for such documents should be directed to AXA Financial, Inc., 1290
Avenue of the Americas, New York, New York 10104, Attention: Corporate Secretary
(Telephone: (212) 554-1234).
------------------------
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
prospectus and, if given or made, such information or representation must not be
relied upon as having been authorized by AXA Financial, or any underwriter,
agent or dealer. Neither the delivery of this prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of AXA Financial since the date hereof or that the
information contained or incorporated by reference herein is correct as of any
time subsequent to the date of such information. This prospectus does not
constitute an offer to sell or a solicitation of an offer to buy any securities
by anyone in any jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or
solicitation.
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<PAGE> 46
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT
SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
ALTERNATE TO DEBT SECURITIES PROSPECTUS
SUBJECT TO COMPLETION DATED AUGUST 28, 2000
PROSPECTUS
[AXA FINANCIAL LOGO]
$1,920,000,000
AXA FINANCIAL, INC.
DEBT SECURITIES
By this prospectus, we may offer from time to time up to $1,920,000,000 of
any combination of the securities described in this prospectus.
We will provide specific terms of our debt securities in supplements to
this prospectus. You should read this prospectus and any supplement carefully
before you invest.
We will not use this prospectus to confirm sales of any of our securities
unless it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these debt securities on any securities exchange.
Neither the securities and exchange commission nor any state securities
commission has determined whether this prospectus is truthful or complete. Nor
have they made, nor will they make, any determination as to whether anyone
should buy these securities. Any representation to the contrary is a criminal
offense.
This prospectus has been prepared for use by Donaldson, Lufkin & Jenrette
Securities Corporation in connection with offers and sales of the debt
securities which may be made by it from time to time in market-making
transactions at negotiated prices relating to prevailing market prices at the
time of sale. AXA Financial, Inc. has been advised by Donaldson, Lufkin &
Jenrette Securities Corporation that it currently intends to make a market in
the debt securities; however, it is not obligated to do so. Any such
market-making may be discontinued at any time, and there is no assurance as to
the liquidity of, or trading market for, the debt securities. Donaldson, Lufkin
& Jenrette Securities Corporation may act as principal or agent in such
transactions. See "Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS , 2000
ALT-1
<PAGE> 47
ALTERNATE TO DEBT SECURITIES PROSPECTUS
USE OF PROCEEDS
AXA Financial will not receive any proceeds from the sale of the debt
securities in any market-making transaction with which this prospectus may be
delivered.
ALT-2
<PAGE> 48
ALTERNATE TO DEBT SECURITIES PROSPECTUS
PLAN OF DISTRIBUTION
This prospectus has been prepared for use by Donaldson, Lufkin & Jenrette
Securities Corporation in connection with offers and sales of the debt
securities in market-making transactions at negotiated prices related to
prevailing market prices at the time of the sale. Donaldson, Lufkin & Jenrette
Securities Corporation may act as principal or agent in such transactions.
Donaldson, Lufkin & Jenrette Securities Corporation has advised us that it
currently intends to make a market in the debt securities, but it is not
obligated to do so and may discontinue any such market-making at any time
without notice. Accordingly, no assurance can be given as to the liquidity of,
or the trading market for, the debt securities. We will not receive any proceeds
from the sale of the debt securities in any such market-making transactions.
ALT-3
<PAGE> 49
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED.
WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED
WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND WE ARE NOT
SOLICITING OFFERS TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER
OR SALE IS NOT PERMITTED.
ALTERNATE TO JUNIOR SUBORDINATED DEBT SECURITIES, PREFERRED SECURITIES
AND RELATED GUARANTEES PROSPECTUS
SUBJECT TO COMPLETION, DATED AUGUST 28, 2000
PROSPECTUS
[AXA FINANCIAL LOGO]
AXA FINANCIAL, INC.
JUNIOR SUBORDINATED DEBT SECURITIES
AXA FINANCIAL CAPITAL TRUST I
AXA FINANCIAL CAPITAL TRUST II
AXA FINANCIAL CAPITAL TRUST III
AXA FINANCIAL CAPITAL TRUST IV
PREFERRED SECURITIES GUARANTEED TO THE EXTENT SET FORTH
HEREIN BY AXA FINANCIAL, INC.
By this prospectus, we may offer from time to time up to $1,920,000,000 of
any combination of the securities described in this prospectus.
The AXA Financial trusts are Delaware business trusts. Each trust may from
time to time:
- sell preferred securities representing undivided beneficial interests in
the trust to the public.
- sell common securities representing undivided beneficial interests in the
trust to AXA Financial, Inc.
- use the proceeds from these sales to buy an equal principal amount of
junior subordinated debentures of AXA Financial, Inc.
- distribute the cash payments it receives on the junior subordinated
debentures it owns to the holders of the preferred and common securities.
For each preferred security that you own, you will receive cumulative cash
distributions at a rate set forth in the accompanying prospectus supplement on
the liquidation amount of the preferred security. The liquidation amount per
preferred security will be set forth in the accompanying prospectus supplement.
AXA Financial will fully and unconditionally guarantee the payment by the
trust of the preferred securities based on obligations discussed in this
prospectus. This is called the preferred securities guarantee.
We will provide specific terms of these securities in supplements to this
prospectus. You should read this prospectus and any supplement carefully before
you invest.
We will not use this prospectus to confirm sales of any securities unless
it is attached to a prospectus supplement.
Unless we state otherwise in a prospectus supplement, we will not list any
of these securities on any securities exchange.
Neither the Securities and Exchange Commission nor any state securities
commission has determined whether this prospectus is truthful or complete. Nor
have they made, nor will they make, any determination as to whether anyone
should buy these securities. any representation to the contrary is a criminal
offense.
This prospectus has been prepared for use by Donaldson, Lufkin & Jenrette
Securities Corporation in connection with offers and sales of the securities
offered by this prospectus which may be made by it from time to time in
market-making transactions at negotiated prices relating to prevailing market
prices at the time of sale. We have been advised by Donaldson, Lufkin & Jenrette
Securities Corporation that it currently intends to make a market in the offered
securities; however, it is not obligated to do so. Any such market-making may be
discontinued at any time, and there is no assurance as to the liquidity of, or
trading market for, the offered securities. Donaldson, Lufkin & Jenrette
Securities Corporation may act as principal or agent in such transactions. See
"Plan of Distribution."
THE DATE OF THIS PROSPECTUS IS , 2000
ALT-4
<PAGE> 50
ALTERNATE TO JUNIOR SUBORDINATED DEBT SECURITIES, PREFERRED SECURITIES
AND RELATED GUARANTEES PROSPECTUS
USE OF PROCEEDS
Neither we nor the trusts will receive any proceeds from the sale of the
offered securities in any market-making transaction with which this prospectus
may be delivered.
ALT-5
<PAGE> 51
ALTERNATE TO JUNIOR SUBORDINATED DEBT SECURITIES, PREFERRED SECURITIES
AND RELATED GUARANTEES PROSPECTUS
PLAN OF DISTRIBUTION
This prospectus has been prepared for use by Donaldson, Lufkin & Jenrette
Securities Corporation in connection with offers and sales of the offered
securities in market-making transactions at negotiated prices related to
prevailing market prices at the time of the sale. Donaldson, Lufkin & Jenrette
Securities Corporation may act as principal or agent in such transactions.
Donaldson, Lufkin & Jenrette Securities Corporation has advised AXA Financial
that it currently intends to make a market in the offered securities, but it is
not obligated to do so and may discontinue any such market-making at any time
without notice. Accordingly, no assurance can be given as to the liquidity of,
or the trading market for, the offered securities.
ALT-6
<PAGE> 52
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCES AND DISTRIBUTION
The following table sets forth the fees and expenses payable by AXA
Financial, Inc. in connection with the issuance and distribution of the
securities other than underwriting discounts and commissions. All of such
expenses except the Securities and Exchange Commission registration fee are
estimated:
<TABLE>
<S> <C>
Securities and Exchange Commission registration fee......... $506,880
Blue Sky fees and expenses.................................. 30,000
Printing expense............................................ 55,000
Accounting fees and expenses................................ 45,000
Legal fees and expenses..................................... 100,000
Rating agency fees.......................................... 350,000
Trustee's fees and expenses................................. 31,000
Miscellaneous............................................... 10,000
----------
Total............................................. $1,127,880
==========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to Section 102(b)(7) of the Delaware General Corporation
Law (the "DGCL"), which enables a corporation in its original certificate of
incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director's fiduciary duty, except
(i) for any breach of the director's duty of loyalty to the corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to Section
174 of the DGCL (providing for liability of directors for the unlawful payment
of dividends or unlawful stock purchases or redemptions) or (iv) for any
transaction from which a director derived an improper personal benefit.
Section 145 of the DGCL empowers AXA Financial, Inc. to indemnify, subject
to the standards set forth therein, any person in connection with any action,
suit or proceeding brought before or threatened by reason of the fact that the
person was a director, officer, employee or agent of such company, or is or was
serving as such with respect to another entity at the request of such company.
The DGCL also provides that AXA Financial, Inc. may purchase insurance on behalf
of any such director, officer, employee or agent.
AXA Financial, Inc.'s Certificate of Incorporation and By-laws limit the
personal liability of directors to the fullest extent permitted by Section
102(b)(7) of the DGCL and provide in effect for the indemnification by AXA
Financial, Inc. of each director and officer of AXA Financial, Inc. to the
fullest extent permitted by applicable law.
Each declaration will provide for AXA Financial, Inc. to indemnify the
trustees of the relevant trust, to the fullest extent permitted by applicable
law.
ITEM 16. EXHIBITS
See index to exhibits at E-1.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
II-1
<PAGE> 53
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than
a 20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement; provided, however, that the undertakings set forth in
paragraph (i) and (ii) above do not apply if the information required to
be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Securities
and Exchange Commission by the registrants pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in this registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 15 above or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
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<PAGE> 54
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 this 25th day of
August, 2000.
AXA FINANCIAL, INC.
By: /s/ Kevin R. Byrne
------------------------------------
Kevin R. Byrne
Senior Vice President and Treasurer
The registrant and each person whose signature appears below constitutes
and appoints Kevin R. Byrne, Tracey A. Dedrick, Stuart L. Faust, Linda Galasso,
Pauline Sherman and Adam R. Spilka, and any agent for service named in this
Registration Statement and each of them, his, her or its true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him, her or it and in his, her, or its name, place and
stead, in any and all capacities, to sign and file (i) any and all amendments
(including post-effective amendments) to this Registration Statement, with all
exhibits thereto, and other documents in connection therewith, and (ii) a
Registration Statement, and any and all amendments thereto, relating to the
offering covered hereby filed pursuant to Rule 462(b) under the Securities Act
of 1933, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he, she, or it
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
Chairman of the Board, Director
----------------------------------------
Henri de Castries
/s/ Edward D. Miller President and Chief Executive August 25, 2000
---------------------------------------- Officer, Director (Principal
Edward D. Miller Executive Officer)
Senior Vice Chairman of the Board and
---------------------------------------- Chief Operating Officer
Michael Hegarty
/s/ Stanley B. Tulin Vice Chairman of the Board and Chief August 25, 2000
---------------------------------------- Financial Officer (Principal
Stanley B. Tulin Financial Officer)
/s/ Alvin H. Fenichel Senior Vice President and Controller August 25, 2000
---------------------------------------- (Principal Accounting Officer)
Alvin H. Fenichel
Director
----------------------------------------
Claude Bebear
Director
----------------------------------------
John S. Chalsty
Director
----------------------------------------
Francoise Colloc'h
</TABLE>
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<PAGE> 55
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Claus-Michael Dill Director August 25, 2000
----------------------------------------
Claus-Michael Dill
/s/ Joseph L. Dionne Director August 25, 2000
----------------------------------------
Joseph L. Dionne
/s/ Jean-Rene Fourtou Director August 25, 2000
----------------------------------------
Jean-Rene Fourtou
/s/ Donald J. Greene Director August 25, 2000
----------------------------------------
Donald J. Greene
Director
----------------------------------------
Anthony J. Hamilton
/s/ John T. Hartley Director August 25, 2000
----------------------------------------
John T. Hartley
/s/ John H.F. Haskell, JR. Director August 25, 2000
----------------------------------------
John H.F. Haskell, Jr.
/s/ Nina Henderson Director August 25, 2000
----------------------------------------
Nina Henderson
Director
----------------------------------------
W. Edwin Jarmain
Director
----------------------------------------
Didier Pineau-Valencienne
/s/ George J. Sella, Jr. Director August 25, 2000
----------------------------------------
George J. Sella, Jr.
/s/ Peter J. Tobin Director August 25, 2000
----------------------------------------
Peter J. Tobin
Director
----------------------------------------
Dave H. Williams
</TABLE>
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<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, AXA Financial
Capital Trust I, AXA Financial Capital Trust II, AXA Financial Capital Trust III
and AXA Financial Capital Trust IV each 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, New York, on
the 25th day of August, 2000.
AXA FINANCIAL CAPITAL TRUST I
By: AXA Financial, Inc., as Sponsor
By: /s/ Kevin R. Byrne
------------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Treasurer
AXA FINANCIAL CAPITAL TRUST II
By: AXA Financial, Inc., as Sponsor
By: /s/ Kevin R. Byrne
------------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Treasurer
AXA FINANCIAL CAPITAL TRUST III
By: AXA Financial, Inc., as Sponsor
By: /s/ Kevin R. Byrne
------------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Treasurer
AXA FINANCIAL CAPITAL TRUST IV
By: AXA Financial, Inc., as Sponsor
By: /s/ Kevin R. Byrne
------------------------------------
Name: Kevin R. Byrne
Title: Senior Vice President and
Treasurer
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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1.1 Form of Underwriting Agreement relating to the debt
securities*
1.2 Form of Underwriting Agreement relating to the preferred
securities*
3.1 Restated Certificate of Incorporation of AXA Financial,
Inc., filed as Exhibit 4.01(a) to AXA Financial's Form S-3
Registration Statement (No. 333-03224), and incorporated
herein by reference+
3.2 Certificate of Designation of Cumulative Convertible
Preferred Stock, Series D, filed as Exhibit 4.01(e) to AXA
Financial, Inc.'s Form S-3 Registration Statement (No.
333-03224), and incorporated herein by reference+
3.3 Amendment to Restated Certificate of Incorporation of AXA
Financial, Inc. dated as of May 15, 1997, filed as Exhibit
4.01(g) to AXA Financial, Inc.'s Form S-3 Registration
Statement (No. 333-03224), and incorporated herein by
reference+
3.4 Amendment to Restated Certificate of Incorporation of AXA
Financial, Inc., dated as of September 3, 1999, filed as
Exhibit 3.3 to AXA Financial, Inc.'s Current Report on
Form 8-K, dated September 1, 1999 and incorporated herein by
reference+
3.5 Amendment to Restated Certificate of Incorporation of AXA
Financial, Inc., dated as of May 18, 2000, filed as Exhibit
3.4 to AXA Financial, Inc.'s Quarterly Report on Form 10-Q
for the period ended June 30, 2000 and incorporated herein
by reference
3.6 By-Laws of AXA Financial, Inc., filed as Exhibit 3.3 to AXA
Financial, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1999 and incorporated herein by reference
4.1 Indenture, dated as of December 1, 1993, from AXA Financial,
Inc. to Chemical Bank, as Trustee, filed as Exhibit 4.02 to
AXA Financial, Inc.'s Form S-4 Registration Statement (No.
33-73102) dated December 17, 1993 and incorporated herein by
reference+
4.2 First Supplemental Indenture, dated December 1, 1993, from
AXA Financial to Chemical Bank, as Trustee, filed as Exhibit
4.03 to AXA Financial, Inc.'s Form S-4 Registration
Statement (No. 33-73102) dated December 17, 1993 and
incorporated herein by reference+
4.3 Form of Second Supplemental Indenture, filed as Exhibit 4.04
to AXA Financial, Inc.'s Form S-4 Registration Statement
(No. 33-73102) dated December 17, 1993 and incorporated
herein by reference+
4.4 Form of Third Supplemental Indenture, dated as of December
8, 1994, from AXA Financial to Chemical Bank, as Trustee,
filed as Exhibit 4.05 to AXA Financial, Inc.'s Current
Report on Form 8-K dated December 1, 1994+
4.5 Form of Fourth Supplemental Indenture, dated April 1, 1998,
from AXA Financial, Inc. to The Chase Manhattan Bank, as
trustee, filed as Exhibit 4.18(a) to AXA Financial, Inc.'s
Current Report on Form 8-K, dated April 17, 1998+
4.6 Form of Fifth Supplemental Indenture, dated July 28, 2000,
from AXA Financial, Inc. to The Chase Manhattan Bank, as
trustee, filed as Exhibit 4.18(d) to AXA Financial, Inc.'s
Current Report on Form 8-K, dated August 1, 2000
4.7 Form of Subordinated Indenture between AXA Financial and
Bank One Trust Company, National Association**
4.8 Form of Junior Subordinated Indenture between AXA Financial,
Inc. and the Bank of New York**
4.9 Declaration of Trust of AXA Financial Capital Trust I, filed
as Exhibit 4.8 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.10 First Amendment to Declaration of Trust of AXA Financial
Capital Trust I***
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EXHIBIT
NO. DESCRIPTION
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4.11 Certificate of Trust of AXA Financial Capital Trust I, ,
filed as Exhibit 4.9 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.12 First Amendment to Certificate of Trust of AXA Financial
Capital Trust I***
4.13 Declaration of Trust of AXA Financial Capital Trust II, ,
filed as Exhibit 4.10 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.14 First Amendment to Declaration of Trust of AXA Financial
Capital Trust II***
4.15 Certificate of Trust of AXA Financial Capital Trust II, ,
filed as Exhibit 4.11 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.16 First Amendment to Certificate of Trust of AXA Financial
Capital Trust II***
4.17 Declaration of Trust of AXA Financial Capital Trust III, ,
filed as Exhibit 4.12 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.18 First Amendment to Declaration of Trust of AXA Financial
Capital Trust III***
4.19 Certificate of Trust of AXA Financial Capital Trust III, ,
filed as Exhibit 4.13 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.20 First Amendment to Certificate of Trust of AXA Financial
Capital Trust III***
4.21 Declaration of Trust of AXA Financial Capital Trust IV, ,
filed as Exhibit 4.14 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.22 First Amendment to Declaration of Trust of AXA Financial
Capital Trust IV***
4.23 Certificate of Trust of AXA Financial Capital Trust IV,
filed as Exhibit 4.15 to AXA Financial, Inc.'s Form S-3
Registration Statement (No. 333-45415), and incorporated
herein by reference++
4.24 First Amendment to Certificate of Trust of AXA Financial
Capital Trust IV***
4.25 Form of Amended and Restated Declaration of Trust for each
of AXA Financial Capital Trust I, II, III, and IV, filed as
Exhibit 4.16 to AXA Financial, Inc.'s Form S-3 Registration
Statement (No. 333-45415), and incorporated herein by
reference++
4.26 Form of preferred security (included in Exhibit 4.25)
4.27 Form of Supplemental Indenture to be used in connection with
issuance of debt securities*
4.28 Form of Supplemental Indenture to be used in connection with
issuance of junior subordinated debt securities*
4.29 Form of junior subordinated debt security (included in
Exhibit 4.28)
4.30 Form of guarantee with respect to preferred securities**
5.1 Opinion of Debevoise & Plimpton**
5.2 Opinion of Richards, Layton & Finger, P.A.**
12.1 Computation of ratio of earnings to fixed charges and ratio
of earnings to combined fixed charges and preferred stock
dividends**
23.1 Consent of Debevoise & Plimpton (included in Exhibit 5.1)
23.2 Consent of Richards, Layton & Finger (included in Exhibit
5.2)
23.3 Consent of PricewaterhouseCoopers LLP***
24.1 Powers of Attorney for AXA Financial, Inc. (see signature
pages)
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EXHIBIT
NO. DESCRIPTION
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24.2 Powers of Attorneys for AXA Financial, Inc., as sponsor, to
sign the Registration Statement on behalf of AXA Financial
Capital Trust I, II, III and IV (included in Exhibits 4..9,
4.13, 4.17 and 4.23, respectively)
25.1 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Chase Manhattan Bank, as Trustee,
under the Senior Indenture**
25.2 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of Bank One Trust Company, National
Association, as Trustee, under the Subordinated Indenture**
25.3 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, under
the Junior Subordinated Indenture**
25.4 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, with
respect to the Amended and Restated Declaration of Trust of
AXA Financial Capital Trust I**
25.5 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, with
respect to the Amended and Restated Declaration of Trust of
AXA Financial Capital Trust II**
25.6 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, with
respect to the Amended and Restated Declaration of Trust of
AXA Financial Capital Trust III**
25.7 Statement of Eligibility under the Trust Indenture Act of
1939, as amended of The Bank of New York, as Trustee, with
respect to the Amended and Restated Declaration of Trust of
AXA Financial Capital Trust IV**
25.8 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, under
the preferred securities guarantee of AXA Financial, Inc.
with respect to the preferred securities of AXA Financial
Capital Trust I**
25.9 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, under
the preferred securities guarantee of AXA Financial, Inc.
with respect to the preferred securities of AXA Financial
Capital Trust II**
25.10 Statement of Eligibility under the Trust Indenture Act of
1939, as amended, of The Bank of New York, as Trustee, under
the preferred securities guarantee of AXA Financial, Inc.
with respect to the preferred securities of AXA Financial
Capital Trust III**
25.11 Statement of Eligibility under the Trust Indenture Act of
1939, as amended of The Bank of New York, as Trustee under
the preferred securities guarantee of AXA Financial, Inc.
with respect to the preferred securities of AXA Financial
Capital Trust IV**
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* Indicates document to be filed as an exhibit to a subsequent Current Report
on Form 8-K and incorporated herein by reference.
** To be filed by amendment.
*** Filed herewith.
+ On September 3, 1999 we changed our name from "The Equitable Companies
Incorporated" to "AXA Financial, Inc."
++ On August 25, 2000 each of EQ Capital Trust I, EQ Capital Trust II, EQ
Capital Trust II and EQ Capital Trust IV changed its name to AXA Financial
Capital Trust I, AXA Financial Capital Trust II, AXA Financial Capital Trust
III and AXA Capital Trust IV, respectively.
II-8
