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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14D-9
Solicitation/Recommendation Statement
under Section 14(d)(4) of the
Securities Exchange Act of 1934
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AXA Financial, Inc.
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(Name of Subject Company)
AXA Financial, Inc.
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(Name of Person Filing Statement)
(Common Stock, $0.01 Par Value)
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(Title of Class of Securities)
002451102
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(CUSIP Number of Class of Securities)
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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
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(Name, address and telephone number of person
authorized to receive notices and communications
on behalf of the person filing statement)
[x] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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PRESS RELEASE
For Immediate Release - 10/18/2000
Media Contact: Investor Contact:
Barbara Wilkoc Greg Wilcox
AXA Financial 212-314-4040
212-314-3740
Terrance L. Little Bob Sullivan
AXA Financial AXA Financial
212-314-3113 212-314-5462
Christophe Dufraux Jad Ariss, AXA
AXA 011.331.40.45.47.45
011.331.40.75.46.74
AXA Financial, Inc. Reaches Agreement With AXA Group On Enhanced Offer To
Purchase Shares Of Minority Interests
New York--AXA Financial today announced that the Board of Directors, acting upon
a unanimous recommendation by a Special Committee of Independent Directors, has
approved an enhanced tender offer and merger agreement for AXA Group to acquire
the approximately 40% of AXA Financial outstanding shares it does not already
own.
Wasserstein Perella & Co. served as financial adviser and Simpson Thacher &
Bartlett acted as legal adviser to the Special Committee in their review of the
fairness and terms of the offer.
AXA Group has agreed to make a tender offer for all the publicly held shares of
AXF common stock comprised of $35.75 cash and 0.295 in AXA Group American
Depositary Receipts (ADR listed on NYSE) per AXA Financial share. This equates
to a price of $54.63 based on the closing price of the ADR on Tuesday, October
17, and to a price of $59.06 based on the closing price of the ADR on August 29,
the day preceding the date of the original offer. The improvement in the terms
reflected in the executed merger agreement over those originally offered
represents an enhancement of approximately 10%.
Any shares of AXA Financial common stock not purchased in the tender offer would
be acquired by the AXA Group in a subsequent merger transaction.
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The tender offer should commence in November, after the SEC process is complete,
and will be made only by an offer to purchase and other offering documents,
copies of which will be filed with the Securities Exchange Commission and mailed
to AXA Financial stockholders. Receipt of both the cash and AXA Group ADRs in
the transaction will be taxable to the holders of AXA Financial common stock for
U.S. federal income tax purposes.
The transaction is subject to the closing of the sale of Donaldson, Lufkin &
Jenrette, to Credit Suisse Group, which is scheduled for November 3. Other than
the customary filings with the SEC, no other material approvals are required.
"AXA Group has been a supportive and helpful partner in AXA Financial's growth
and transformation into a leading player in the rapidly growing advice- driven
financial services market," said Edward D. Miller, President and Chief Executive
Officer of AXA Financial. "AXA's offer reflects acknowledgement of our
potential, and our management team and strategy remain unchanged. We also remain
committed to achieving our goals and becoming an increasingly important factor
in AXA Group's success."
"AXA Financial has long been a profitable leader in financial services and is an
important feature in our growth strategy," said Henri de Castries, Chairman of
AXA Group. "We are looking forward to strengthening our ties with AXA Financial,
its employees and shareholders while we focus on expanding our presence in the
U.S. The management team and employees at AXA Financial have built one of the
leading diversified financial companies in the U.S. We are using our capital in
the best possible way by owning 100% of this strongly performing franchise which
is and will be an essential contributor to our strategy of building a global
leadership in financial protection and wealth accumulation."
About AXA Financial (after the DLJ sale)
AXA Financial, Inc., with $496 billion in assets under management, is one of the
world 's premier financial services organizations through its strong brands: The
Equitable Life Assurance Society, AXA Advisors, Equitable Distributors, Alliance
Capital Management and Sanford C. Bernstein. AXA Financial is a member of the
global AXA Group, which has operations in approximately 60 countries and has
more than $900 billion in assets under management. For more information on AXA
Financial, visit our Website at http://www.axa-financial.com.
About AXA Group
AXA Group is an international group of insurance and related financial services
companies. AXA's operations are diverse geographically, with activities in
approximately 60 countries, principally Western Europe, North America and the
Asia/Pacific area. In the United States, AXA is represented through its holdings
in AXA Financial, Inc. and its subsidiaries: Equitable Life Assurance Society,
AXA Advisors, Equitable Distributors,
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Alliance Capital Management and Sanford C. Bernstein. AXA has approximately $900
billion in assets under management and $52 billion in market capitalization. The
AXA share is listed on the Paris Stock Exchange (under the symbol AXA) and
trades also on the SEAQ International in London. For more information, visit
http://www.axa.com.
IMPORTANT LEGAL INFORMATION
The tender offer described in this announcement for the outstanding shares of
AXA Financial, Inc. common stock has not yet commenced. As soon as the tender
offer commences, we will file a solicitation/recommendation statement with the
Securities and Exchange Commission.
WE URGE INVESTORS TO READ ANY FUTURE SOLICITATION/ RECOMMENDATION STATEMENT WHEN
IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER.
Investors will be able to obtain any solicitation/recommendation statement and
any other documents filed with the SEC free of charge at the SEC's Website,
http://www.sec.gov. In addition, documents filed with the SEC by AXA Financial,
Inc., will be available free of charge from Investor Relations, AXA Financial,
Inc., 1290 Avenue of the Americas, New York, NY 10104, 212-314-2902.
This press release contains forward-looking statements. While these
forward-looking statements represent our judgments and future expectations, a
number of risks, uncertainties and other important factors could cause actual
developments and results to differ materially from our expectations. These
factors include certain key factors that could adversely affect our businesses
and financial performance contained in our past and future filings and reports
we file with the SEC. AXA Financial is not under any obligation to (and
expressly disclaims any such obligations to) update or alter its forward-looking
statements whether as a result of new information, future events or otherwise.
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