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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
AXA FINANCIAL, INC.
(formerly known as The Equitable Companies Incorporated)
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
29444G 10 7
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(CUSIP Number)
CHRISTIANNE BUTTE, HEAD OF CENTRAL LEGAL DEPARTMENT
AXA, 21 AVENUE MATIGNON
75008 PARIS, FRANCE
(011 33 1) 40 75 56 38
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(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
DECEMBER 14, 2000
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(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).
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This Amendment No. 11 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") as further amended by
Amendment No. 9 to the Schedule 13D filed on December 8, 2000 and Amendment
No. 10 to the Schedule 13D filed on December 14, 2000, 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 sentence of
the last paragraph with the following language:
On December 14, 2000, final documentation relating to the $5.0 billion
multicurrency dual tranche credit facility (the "Credit Facilities
Agreement") was executed by AXA, as borrower, the Arrangers, Societe
Generale, as agent, and a number of banks. The Credit Facilities Agreement
is filed herewith as Exhibit 22. On December 15, 2000, AXA, as issuer, and
The Bank of New York, as trustee, entered into an indenture (the
"Indenture") and a supplemental indenture (the "Supplemental Indenture")
relating to the $900,000,000 initial aggregate principal amount of 8.60%
Subordinated Notes due December 15, 2030, the (POUND)325,000,000 initial
aggregate principal amount of 7.125% Subordinated Notes due December 15,
2020 and the (EURO)650,000,000 initial aggregate principal amount of 6.75%
Subordinated Notes due December 15, 2020. The Indenture and the Supplemental
Indenture are filed herewith as Exhibits 23 and 24, respectively. Each of
the Prospectus, the Commitment Letter, the Summary Terms and Conditions for
Credit Facility, the Press Release (Notes), the Credit Facilities Agreement,
the Indenture and the Supplemental Indenture are incorporated herein by
reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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Item 7 is hereby amended and supplemented to add the following exhibits:
Exhibit 22 Multicurrency Term and Revolving Credit Facilities Agreement
dated December 14, 2000 between AXA, as Borrower, the
Arrangers, Societe Generale, as Agent, and the banks named
therein. (incorporated by reference to Exhibit 1 to the
Report on Form 6-K furnished by AXA on December 21, 2000)
Exhibit 23 Indenture dated as of December 15, 2000 between AXA, as
Issuer, and The Bank of New York, as Trustee. (incorporated
by reference to Exhibit 2 to the Report on Form 6-K
furnished by AXA on December 21, 2000)
Exhibit 24 First Supplemental Indenture dated as of December 15, 2000
between AXA, as Issuer, and The Bank of New York, as
Trustee, relating to the issuance of $900,000,000 initial
aggregate principal amount of 8.60% Subordinated Notes due
December 15, 2030, (POUND)325,000,000 initial aggregate
principal amount of 7.125% Subordinated Notes due
December 15, 2020 and (EURO)650,000,000 initial aggregate
principal amount of 6.75% Subordinated Notes due
December 15, 2020. (incorporated by reference to Exhibit 3
to the Report on Form 6-K furnished by AXA on December 21,
2000)
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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 21, 2000
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AXA*
By: /s/ GERARD DE LA MARTINIERE
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Name: Gerard de La Martiniere
Title: Chief Financial Officer
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* 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.
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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Exhibit 22 Multicurrency Term and Revolving Credit Facilities Agreement
dated December 14, 2000 between AXA, as Borrower, the
Arrangers, Societe Generale, as Agent, and the banks named
therein. (incorporated by reference to Exhibit 1 to the
Report on Form 6-K furnished by AXA on December 21, 2000)
Exhibit 23 Indenture dated as of December 15, 2000 between AXA, as
Issuer, and The Bank of New York, as Trustee. (incorporated
by reference to Exhibit 2 to the Report on Form 6-K
furnished by AXA on December 21, 2000)
Exhibit 24 First Supplemental Indenture dated as of December 15, 2000
between AXA, as Issuer, and The Bank of New York, as
Trustee, relating to the issuance of $900,000,000 initial
aggregate principal amount of 8.60% Subordinated Notes due
December 15, 2030, (POUND)325,000,000 initial aggregate
principal amount of 7.125% Subordinated Notes due
December 15, 2020 and (EURO)650,000,000 initial aggregate
principal amount of 6.75% Subordinated Notes due
December 15, 2020. (incorporated by reference to Exhibit 3
to the Report on Form 6-K furnished by AXA on December 21,
2000)
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