UNITED STATES
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): March 8, 2006
AXA FINANCIAL, INC.
- -------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 1-11166 13-3623351
- -------------------------------------------------------------------------------
(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
- ------------------------------------------------- -------------------------
(Address of principal executive offices) (Zip Code)
(212) 554-1234
----------------------------------
(Registrant's telephone number, including area code)
None
-------------------------------------------------------------------------
(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:
/ / 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 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On March 8, 2006, the Audit Committee (the "AllianceBernstein Committee")
of the Board of Directors of AllianceBernstein Corporation engaged
PricewaterhouseCoopers LLP ("PwC") as the independent registered public
accountant to audit the financial statements of AllianceBernstein Holding L.P.
and the consolidated financial statements of AllianceBernstein L.P. (together
with AllianceBernstein Holding L.P., the "Partnerships") for the year ending
December 31, 2006. Accordingly, on March 8, 2006, the AllianceBernstein
Committee dismissed KPMG LLP ("KPMG") as independent registered public
accountant of the Partnerships.
AllianceBernstein Corporation is an indirect wholly owned subsidiary of AXA
Financial, Inc. ("AXA Financial") and the general partner of each of the
Partnerships. As of December 31, 2005 and as of the date of this report, AXA
Financial and its subsidiaries held a majority of the outstanding economic
interests of AllianceBernstein, L.P.
PwC has been engaged as the independent registered public accountant to AXA
Financial, Inc. since 1993 and was recently engaged by the Audit Committee of
the Board of Directors of AXA Financial to audit the consolidated financial
statements of AXA Financial and its subsidiaries for the year ending December
31, 2006.
It is contemplated that PwC's report on the consolidated financial
statements of AXA Financial and its subsidiaries at December 31, 2005 and 2004
and for each of the three years in the period ended December 31, 2005 to be
included in AXA Financial's annual report on Form 10-K for the fiscal year ended
December 31, 2005 (the "AXF 2005 Form 10-K") will state that PwC did not audit
the financial statements of the Partnerships as of and for the year ended
December 31, 2005, that such financial statements were audited by other auditors
whose reports thereon have been furnished to PwC and that PwC's opinion
expressed therein, insofar as it relates to the amounts included for the
Partnerships, is based solely on the reports of such other auditors. It is also
contemplated that KPMG's report dated February 24, 2006 on the consolidated
financial statements of the Partnerships as of December 31, 2005 and 2004 and
for each of the three years in the three-year period ended December 31, 2005
will be included, with the consent of KPMG, in the AXF 2005 Form 10-K.
As a result of AllianceBernstein Corporation's engagement of PwC to audit
the financial statements of the Partnerships for the year ending December 31,
2006 and the dismissal of KPMG as independent registered public accountant of
the Partnerships described above, it is contemplated that PwC reports on the
consolidated financial statements of AXA Financial and its subsidiaries in
respect of periods after December 31, 2005 issued after the filing of the AXF
2005 Form 10-K will not state that such reports, to the extent they include
amounts for the Partnerships, are based on the reports of other auditors.
However, it is expected that future filings with the Securities and Exchange
-2-
Commission that include the consolidated financial statements of AXA Financial
and its subsidiaries as of and for the year ended December 31, 2005 will be
accompanied by the report of KPMG on the consolidated financial statements of
the Partnerships as of and for the year ended December 31, 2005.
KPMG's reports on the Partnerships' respective financial statements for the
fiscal years ended December 31, 2005 and 2004 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. KPMG's audit reports on management's
assessment of the effectiveness of internal control over financial reporting and
the effectiveness of internal control over financial reporting as of December
31, 2004 and 2005 did not contain an adverse opinion or disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope or accounting
principles.
In connection with the audits of fiscal years ended December 31, 2004 and
2005 and through the interim date of March 8, 2006, neither AXA Financial nor
the Partnerships had any disagreements with KPMG on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to the satisfaction of KPMG, would have caused
KPMG to make reference thereto in their reports on the financial statements of
the Partnerships for such years. During the fiscal years ended December 31, 2004
and 2005 and through March 8, 2006, the Partnerships had no "reportable events"
(as defined in Regulation S-K, Item 304(a)(1)(v)). The Partnerships have
requested KPMG to furnish AXA Financial with a letter addressed to the U.S.
Securities and Exchange Commission indicating its concurrence with the above
statements. A copy of KPMG's letter, dated March 13, 2006, is filed as Exhibit
16.1 to this Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
16.1 Letter of KPMG LLP dated March 13, 2006 addressed to the
Securities and Exchange Commission
-3-
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: March 13, 2006 By: /s/ Alvin H. Fenichel
-------------------------
Name: Alvin H. Fenichel
Title: Senior Vice President and
Controller
-4-