<PAGE>
----------------------------------------------------------------
----------------------------------------------------------------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 3
TO
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
------------------------------
AXA FINANCIAL, INC.
(Name of Subject Company (Issuer))
------------------------------
AXA
AXA MERGER CORP.
(Names of Filing Persons (Offerors))
------------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
------------------------------
29444G107
(CUSIP NUMBER OF CLASS OF SECURITIES)
------------------------------
ROBERT E. GARBER, ESQ.
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL
AXA FINANCIAL, INC.
1290 AVENUE OF THE AMERICAS
NEW YORK, NY 10104
TELEPHONE: (212) 554-1234
(Name, address and telephone number of person authorized to receive
notices and communications on behalf of filing persons)
------------------------------
COPIES TO:
<TABLE>
<S> <C> <C>
CHRISTIANNE BUTTE, ESQ. PETER S. WILSON, ESQ. ROBERT E. SPATT, ESQ.
AXA Cravath, Swaine & Moore Simpson Thacher & Bartlett
21, Avenue Matignon 825 Eighth Avenue 425 Lexington Avenue
75008 Paris, France New York, New York 10019 New York, New York 10017
(011 33 1) 40 75 57 00 Telephone: (212) 474-1000 (212) 455-2000
</TABLE>
------------------------------
DECEMBER 26, 2000
------------------------------
/ / Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ third-party tender offer subject to Rule 14d-1.
/ / issuer tender offer subject to Rule 13e-4.
/X/ going-private transaction subject to Rule 13e-3.
/ / amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
AXA, a SOCIETE ANONYME organized under the laws of the Republic of France,
AXA Merger Corp., a Delaware corporation and wholly owned subsidiary of AXA
("Merger Sub" and, together with AXA, the "Offerors"), and AXA Financial, Inc.
(the "Company") hereby amend and supplement their Combined Tender Offer
Statement on Schedule TO and Rule 13e-3 Transaction Statement on Schedule 13E-3
(the "Combined Statement") initially filed on November 21, 2000. The Combined
Statement relates to the joint exchange offer (the "Offer") by the Offerors to
exchange all of the publicly held shares of Common Stock, par value $.01 per
share (the "Company Common Stock" or the "Shares"), of the Company for 0.295 of
an American depositary share of AXA and $35.75 net to the seller in cash,
without interest thereon, per Share, and to the subsequent merger of Merger Sub
with and into the Company (the "Merger"). The terms and conditions of the Offer
and the Merger are set forth in the Prospectus dated November 21, 2000 (as
amended or supplemented, the "Prospectus"), a copy of which is filed as
Exhibit (a)(4) to the Combined Statement. Certain terms and conditions of the
Offer are also set forth in the Letter of Transmittal relating to the Offer
(including the Instructions thereto which form a part thereof), a copy of which
is filed as Exhibit (a)(1)(A) to the Combined Statement (as amended or
supplemented, the "Letter of Transmittal").
Capitalized terms used, and not otherwise defined, herein have the meanings
assigned thereto in the Prospectus.
ITEMS 1 (SUMMARY TERM SHEET), 4 (TERMS OF THE TRANSACTION), 8 (INTEREST IN
SECURITIES OF THE SUBJECT COMPANY) AND 11 (ADDITIONAL INFORMATION)
Items 1, 4, 8 and 11 are hereby amended and supplemented by adding the
following:
"On December 26, 2000, the Offerors announced the completion of the initial
offering period of the Offer. The Offer expired at 12:00 midnight, New York City
time, on Friday, December 22, 2000, at which time approximately 143,798,170
Shares were validly tendered, including approximately 27,116,880 Shares tendered
pursuant to notice of guaranteed delivery. The tendered Shares, including the
Shares tendered pursuant to notice of guaranteed delivery, correspond to
approximately 82% of the publicly held Shares. The Offerors have accepted all
such Shares for payment. Payment for the validly tendered Shares will be made
promptly through First Chicago Trust Company of New York, the exchange agent for
the Offer. After payment for the tendered Shares, AXA and its subsidiaries,
including AXA Merger Sub, will increase their ownership from approximately 60%
to approximately 93% of the issued and outstanding Shares.
The Offerors also announced that the subsequent offering period for the
Offer will begin at 9:00 a.m. New York City time, on Tuesday, December 26, 2000
and will expire at 12:00 midnight, New York City time, on Friday, December 29,
2000. During the subsequent offering period, Shares will be accepted and
promptly paid for as they are tendered. The same per Share consideration paid
during the initial offering period is extended through the subsequent offering
period. Shares that are tendered during the subsequent offering period may not
be withdrawn.
Following the subsequent offering period, AXA intends to cause AXA Merger
Sub. to merge with and into the Company. In the Merger, the remaining public
shareholders of the Company would receive the same per Share consideration that
they would have received in the Offer, subject to the exercise of appraisal
rights under Delaware law. It is currently anticipated that the Merger will be
completed on or about January 2, 2001. When the Merger is completed, the Company
will be wholly owned by AXA."
2
<PAGE>
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented to add the following:
"(a)(5). A memorandum of understanding has been signed by counsel to
memorialize an agreement in principle contemplating the settlement of the
actions filed in the Delaware Court of Chancery and a full release by class
members, including the named plaintiffs, of all claims that were or could have
been brought concerning the acquisition by AXA of the minority interests in the
Company pursuant to the Offer and the Merger. The agreement is subject to the
execution of a definitive stipulation of settlement and approval by the Delaware
Court of Chancery after notice to members of the proposed settlement class. The
lawsuit filed in the Supreme Court of the State of New York, County of New York
on September 1, 2000 has been stayed pending resolution of the litigation in the
Delaware Court of Chancery. Upon approval of the settlement by the Delaware
Chancery Court, the plaintiff in the New York lawsuit has agreed to seek
dismissal with prejudice of its action before the Supreme Court of the State of
New York."
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding the following exhibits
that are incorporated herein by reference:
<TABLE>
<S> <C>
(a)(5)(p) Press release issued by AXA on December 22, 2000
(incorporated by reference to Exhibit 1 to the Report on
Form 6-K furnished to the SEC by AXA on December 26, 2000).
(a)(5)(q) Press release issued by AXA and the Company on December 26,
2000.
</TABLE>
3
<PAGE>
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
<TABLE>
<S> <C> <C>
SCHEDULE TO AND SCHEDULE 13E-3
AXA
By: /s/ GERARD DE LA MARTINIERE
-----------------------------------------
Name: Gerard de La Martiniere
Title: Chief Financial Officer
AXA MERGER CORP.
By: /s/ DENIS DUVERNE
-----------------------------------------
Name: Denis Duverne
Title: President
SCHEDULE 13E-3
AXA FINANCIAL, INC.
By: /s/ EDWARD D. MILLER
-----------------------------------------
Name: Edward D. Miller
Title: President and Chief Executive
Officer
</TABLE>
Date: December 26, 2000
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
--------------------- ------------------------------------------------------------
<C> <S>
(a)(5)(p) Press release issued by AXA on December 22, 2000
(incorporated by reference to Exhibit 1 to the Report on
Form 6-K furnished to the SEC by AXA on December 26, 2000).
(a)(5)(q) Press release issued by AXA and the Company on December 26,
2000.
</TABLE>
