<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 9)*
AXA FINANCIAL, INC.
(formerly known as The Equitable Companies Incorporated)
--------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
--------------------------------------------------------------------------------
(Title of Class of Securities)
29444G 10 7
--------------------------------------------------------------------------------
(CUSIP Number)
CHRISTIANNE BUTTE, HEAD OF CENTRAL LEGAL DEPARTMENT
AXA, 21 AVENUE MATIGNON
75008 PARIS, FRANCE
(011 33 1) 40 75 56 38
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
WITH A COPY TO:
PETER S. WILSON, ESQ.
CRAVATH, SWAINE & MOORE
WORLDWIDE PLAZA
825 EIGHTH AVENUE
NEW YORK, NY 10019
(212) 474-1000
NOVEMBER 27, 2000
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 240.13d-7 for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
This Amendment No. 9 amends and supplements the Statement on Schedule 13D
("Schedule 13D") initially filed on August 3, 1992 with the Securities and
Exchange Commission (the "SEC"), as amended and restated in its entirety by
Amendment No. 8 to the Schedule 13D ("Amendment No. 8") filed on October 24,
2000 with the SEC by AXA, Finaxa, AXA Assurances I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, AXA Conseil Vie
Assurance Mutuelle, Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees under the Voting Trust Agreement, and Lor
Finance, S.A. (collectively, the "Reporting Persons"), which Schedule 13D
relates to the Common Stock, par value $.01 per share (the "Common Stock"), of
AXA Financial, Inc., a Delaware corporation formerly known as The Equitable
Companies Incorporated (the "Company").
Capitalized terms used, and not otherwise defined, herein have the meanings
assigned thereto in Amendment No. 8.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended and supplemented by replacing the last paragraph in
its entirety with the following language:
In connection with the Agreement and Plan of Merger dated as of
October 17, 2000 (the "Merger Agreement") among AXA, AXA Merger Corp., a
Delaware corporation and wholly owned subsidiary of AXA, and the Company, on
November 27, 2000 AXA and AXA Merger Corp. commenced an offer to exchange
(the "Exchange Offer") all publicly held shares of Common Stock for 0.295 of
an American depositary share (each an "ADS") of AXA and $35.75 in cash, net
to the seller, without interest thereon, per share, upon the terms and
subject to the conditions of the Offer (as defined below). In accordance
with the Merger Agreement, it is anticipated that shares of Common Stock not
tendered and exchanged pursuant to the Exchange Offer will be converted in
the subsequent Merger (as defined below) into the right to receive the same
consideration that is given in the Exchange Offer, subject to any appraisal
rights available under Delaware law. A copy of the Merger Agreement is filed
as Exhibit 15 hereto and is incorporated herein by reference. Details as to
how the Offerors intend to fund the Exchange Offer and conversion of shares
of Common Stock pursuant to the subsequent Merger and to pay related fees
and expenses are set forth in the Prospectus dated November 21, 2000 of AXA
(the "Prospectus"), filed as Exhibit 19 hereto, and in the Commitment Letter
(the "Commitment Letter") dated October 18, 2000 among AXA and Bank of
America International Limited, Chase Manhattan Plc, SG Investment Banking
and UBS Warburg Ltd. (collectively, the "Arrangers") and the Summary Terms
and Conditions for Credit Facility (the "Summary Terms and Conditions for
Credit Facility") dated October 18, 2000 among AXA and the Arrangers, filed,
respectively, as Exhibits 17 and 18, hereto. Each of the Prospectus, the
Commitment Letter and the Summary Terms and Conditions for Credit Facility
are incorporated herein by reference.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended and supplemented as follows:
(1) The fifth to last paragraph is replaced in its entirety with the
following language:
The Merger Agreement provides for the acquisition by AXA, through a
two-step transaction, of the minority interest in the Company not owned by
AXA and its affiliates. The Exchange Offer is being conducted on the terms
and subject to the conditions set forth in the Prospectus and the Letter of
Transmittal, a copy of which is filed herewith as Exhibit 20 (including the
instructions thereto which form a part thereof, the "Letter of
Transmittal"), which together, as amended or supplemented, constitute the
"Offer". In connection with the commencement of the Exchange Offer, a
registration statement on Form F-4 (SEC file no. 333-50438), of which the
Prospectus forms a part (the "Form F-4"), and a Combined Tender Offer
Statement on Schedule TO and Rule 13e-3 Transaction Statement on Schedule
13E-3 (the "Combined Statement") were filed with the SEC on November 21,
2
<PAGE>
2000. It is anticipated that the Exchange Offer will be followed by the
merger of AXA Merger Corp. with and into the Company, with the Company
remaining as the surviving corporation (the "Merger").
(2) The last paragraph is replaced in its entirety with the following
language:
The Voting Trust Agreement, Standstill Agreement, Cooperation Agreement,
Merger Agreement, Voting Agreement and the contents of the Form F-4 and the
Combined Statement, including, without limitation, all exhibits thereto, are
hereby incorporated by reference in this statement and any descriptions
thereof contained in this statement are qualified in their entirety by
reference to such agreements and documents.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 is hereby replaced in its entirety with the following language:
In addition to the Voting Trust Agreement, the Standstill Agreement, the
Merger Agreement and the Voting Agreement and what is disclosed in or
contemplated by the Form F-4 and the Combined Statement referred to in Items
2, 3 and 4 hereof (which agreements and documents contain provisions which,
among others, affect the transfer or voting of the shares of Common Stock
and create preemptive rights and registration rights), AXA entered into (i)
a Letter Agreement dated May 12, 1992, with Equitable and the Company (the
"Letter Agreement with Equitable and the Company"), filed as Exhibit 13
hereto, which contains provisions relating to the establishment of the
Voting Trust by AXA and certain other related matters, and (ii) a Letter
Agreement dated May 12, 1992 with the Superintendent of Insurance of the
State of New York Insurance Department (the "Letter Agreement with the
Superintendent"), filed as Exhibit 14 hereto, which contains provisions
relating to the renewal of the Voting Trust upon its termination under
certain circumstances. Each of the above referenced agreements and documents
are hereby incorporated by reference in this statement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<S> <C>
Item 7 is hereby amended and supplemented to add the following exhibits:
Exhibit 17 Commitment Letter (incorporated by reference to Exhibit
99.12 to the Form F-4)
Exhibit 18 Summary Terms and Conditions for Credit Facility
(incorporated by reference to Exhibit 99.13 to the
Form F-4)
Exhibit 19 Prospectus (incorporated by reference to the Form F-4 of
which the Prospectus forms a part)
Exhibit 20 Form of Letter of Transmittal (incorporated by reference to
Exhibit 99.2 to the Form F-4)
</TABLE>
3
<PAGE>
SIGNATURE
After reasonable 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.
Date: December 8, 2000
<TABLE>
<S> <C> <C>
AXA*
By: /s/ GERARD DE LA MARTINIERE
-----------------------------------------
Name: Gerard de La Martiniere
Title: Chief Financial Officer
</TABLE>
------------------------
<TABLE>
<S> <C>
* Pursuant to the Filing Agreements with respect to the
Schedule 13D among the Reporting Persons, filed as Exhibit 8
to the Schedule 13D, this statement on Schedule 13D is being
filed by AXA on behalf of each of AXA, Finaxa, AXA
Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle,
AXA Courtage Assurance Mutuelle (formerly known as Uni
Europe Assurance Mutuelle) and AXA Conseil Vie Assurance
Mutuelle (formerly known as Alpha Assurances Vie Mutuelle
and into which Alpha Assurances I.A.R.D. Mutuelle was
merged), Claude Bebear, Patrice Garnier and Henri de
Clermont-Tonnerre, as Trustees under the Voting Trust
Agreement, and Lor Finance, S.A.
</TABLE>
4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
----------- -----------
<S> <C>
Exhibit 17 Commitment Letter (incorporated by reference to
Exhibit 99.12 to the Form F-4)
Exhibit 18 Summary Terms and Conditions for Credit Facility
(incorporated by reference to Exhibit 99.13 to the
Form F-4)
Exhibit 19 Prospectus (incorporated by reference to the Form F-4 of
which the Prospectus forms a part)
Exhibit 20 Form of Letter of Transmittal (incorporated by reference to
Exhibit 99.2 to the Form F-4)
</TABLE>
