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 (Date of earliest event reported): June 3, 2009
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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
/ / Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
/ / Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
/ / Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
/ / Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On June 3, 2009, the Registrant and its parent, AXA, initiated a commercial
paper program (the "Program") on a private placement basis under which the
Registrant and AXA may, from time to time, issue short term unsecured notes (the
"Notes") in an aggregate amount not to exceed $1.5 billion outstanding at any
time. AXA has agreed to guarantee payment in full of the principal and interest
payments (if any) on all notes issued by the Registrant.
J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Banc of America
Securities LLC will act as dealers under the Program (collectively, the
"Dealers") pursuant to the terms and conditions of their respective Commercial
Paper Dealer Agreements with the Registrant and AXA (each, a "Dealer Agreement"
and collectively, the "Dealer Agreements"). JPMorgan Chase Bank, National
Association, will act as issuing and paying agent under the Program (the
"Agent") pursuant to the terms and conditions of the Issuing and Paying Agency
Agreement (the "IPA Agreement") entered into with the Registrant and AXA. The
Dealers and the Agent and certain of their respective affiliates have performed
and/or may in the future perform various commercial banking, investment banking
and other financial advisory services for the Registrant, AXA and its affiliates
for which they have received and/or will receive customary fees and expenses.
The Dealer Agreements provide the terms under which the Dealers will either
purchase from the Registrant or AXA or arrange for the sale by the Registrant or
AXA of Notes pursuant to an exemption from federal and state securities laws.
The Dealer Agreements contain customary representations, warranties, covenants
and indemnification provisions. The maturities of the Notes issued pursuant to
the Program will have short-term maturity dates not to exceed 397 days from the
date of issuance. The Notes are not redeemable or subject to voluntary
prepayment prior to maturity. The IPA Agreement provides for the issuance and
payment of the Notes and contains customary representations, warranties,
covenants and indemnification provisions.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information related to the $1.5 billion unsecured commercial paper program
discussed under Item 1.01 above is hereby incorporated by reference under this
Item 2.03.
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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: June 5, 2009 By: /s/ Dave Hattem
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Name: Dave Hattem
Title: Senior Vice President and
Deputy General Counsel
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