SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: November 14, 2000
Date of earliest event reported: November 3, 2000
AXA FINANCIAL, INC.
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(Exact name of Registrant as specified in its charter)
Delaware 1-11166 13-3623351
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
1290 Avenue of the Americas
New York, New York 10104
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(Address of principal executive offices) (Zip Code)
(212) 554-1234
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(Registrant's telephone number, including area code)
None
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(Former name or address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On November 3, 2000, AXA Financial, Inc. (the "Registrant") completed the
previously announced sale of all of the outstanding shares of common stock of
the series designated Donaldson, Lufkin & Jenrette, Inc.--DLJ Common Stock, par
value $.10 per share (the "Shares"), of Donaldson, Lufkin & Jenrette, Inc., a
Delaware corporation ("DLJ"), owned by it, to Credit Suisse Group, a corporation
organized under the laws of Switzerland ("CSG"), as reported in the Registrant's
Form 10-Q for the period ended September 30, 2000. The sale was completed
pursuant to the Stock Purchase Agreement, dated as of August 30, 2000, among
CSG, AXA, The Equitable Life Assurance Society of the United States ("ELAS"),
AXA Participations Belgium ("AXA Belgium"), and the Registrant (as amended on
October 6, 2000, the "Agreement"). The terms of the Agreement were determined by
arm's length negotiations between CSG, AXA, which is the parent company of the
Registrant, ELAS, AXA Belgium and the Registrant. According to the terms of the
Agreement, the Registrant, together with ELAS, received approximately $2.3
billion in cash and approximately 25 million registered shares, nominal value
CHF 20 per share, of CSG in consideration for approximately 88.6 million Shares
owned by the Registrant and ELAS.
The Stock Purchase Agreement, a copy of which is attached hereto as Exhibit
2.1, is incorporated by reference in this response to Item 2. An amendment to
the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2.2,
is also incorporated by reference in this response to Item 2.
Henri Hottinguer, a member of the Supervisory Board of AXA, is a Chairman
of the Supervisory Board of Credit Suisse Hottinguer Paris, an indirect
subsidiary of CSG. Credit Suisse Hottinguer Paris made two personal loans in the
aggregate amount of Euro 657,000 to Denis Duverne, a director of ELAS, in
December of 1999. The full amounts of the loans remain outstanding and are
subject to interest at the rates of 50 basis points over LIBOR and 55 basis
points over LIBOR, respectively. Other than the relationships referred to in the
two immediately preceding sentences, there are no material relationships between
the Registrant and CSG or any of their respective directors, officers or
affiliates.
Audited consolidated financial statements and financial statement schedules
of the Registrant as of December 31, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999, reflecting DLJ as a discontinued
operation, together with the related Management's Discussion and Analysis of
Financial Condition and Results of Operations and the Selected Consolidated
Financial Information, are attached hereto as Exhibits 99.1, 99.2, 99.3 and
99.4, respectively.
ITEM 5. OTHER EVENTS
On November 3, 2000, the Registrant issued a press release announcing that
it had completed the sale of the Shares. A copy of that press release is
attached hereto as Exhibit 99.5.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
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2.1 Stock Purchase Agreement, dated as of August 30, 2000, among CSG, AXA,
ELAS, AXA Belgium and the Registrant.
2.2 Letter Amendment, dated as of October 6, 2000, to Stock Purchase
Agreement, among CSG, AXA, ELAS, AXA Belgium and the Registrant.
99.1 Audited consolidated financial statements of the Registrant as of
December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999.
99.2 Audited consolidated financial statement schedules of the Registrant.
99.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
99.4 Selected Consolidated Financial Information.
99.5 Press release, dated November 3, 2000, announcing the completion of
the sale of the Shares.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AXA FINANCIAL, INC.
Date: November 14, 2000 By: /s/ Kevin R. Byrne
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Name: Kevin R. Byrne
Title: Senior Vice President
and Treasurer
(Duly Authorized Officer)
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Exhibit Index
Exhibit Exhibit
Number Description
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2.1 Stock Purchase Agreement, dated as of August 30, 2000, among CSG, AXA,
ELAS, AXA Belgium and the Registrant.
2.2 Letter Amendment, dated as of October 6, 2000, to Stock Purchase
Agreement, among CSG, AXA, ELAS, AXA Belgium and the Registrant.
99.1 Audited consolidated financial statements of the Registrant as of
December 31, 1999 and 1998 and for each of the three years in the period
ended December 31, 1999.
99.2 Audited consolidated financial statement schedules of the Registrant.
99.3 Management's Discussion and Analysis of Financial Condition and
Results of Operations.
99.4 Selected Consolidated Financial Information.
99.5 Press release, dated November 3, 2000, announcing the completion of
the sale of the Shares.
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