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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 4
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
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AXA FINANCIAL, INC.
(Name of Subject Company (Issuer))
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AXA
AXA MERGER CORP.
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
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29444G107
(CUSIP NUMBER OF CLASS OF SECURITIES)
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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)
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COPIES TO:
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
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JANUARY 3, 2001
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/ / 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: /X/
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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 outstanding shares of Common Stock, par value $.01 per share
(the "Company Common Stock" or the "Shares"), of the Company, other than Shares
held by AXA or any of its subsidiaries or Shares held in treasury by 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:
"The subsequent offering period for the Offer expired, as scheduled, at
12:00 midnight, New York City time, on Friday, December 29, 2000. A total of
approximately 4,313,356 Shares were validly tendered and accepted for payment
during the subsequent offering period. After giving effect to the acquisition of
the Shares tendered in the Offer, including Shares tendered in the subsequent
offering period, and prior to the Merger, AXA and its subsidiaries owned
approximately 92.4% of the issued and outstanding shares of the Company Common
Stock.
Following the expiration of the subsequent offering period, Merger Sub was
merged with and into the Company, resulting in the Company becoming a wholly
owned subsidiary of AXA. As a result of the Merger, which became effective at
5:00 p.m., New York City time, on Tuesday, January 2, 2001, each publicly held
Share was converted into the right to receive 0.295 of an AXA ADS and $35.75 in
cash without interest, subject to the exercise of appraisal rights under
Delaware law. The Company common stock ceased to be traded on the New York Stock
Exchange as of the close of business on Tuesday, January 2, 2001.
AXA issued 25,804,667 ordinary shares in connection with the Offer and the
Merger.
The Company's stockholders who hold their stock certificates will receive
notice in the mail regarding the process to surrender their shares for the
merger consideration or exercise their appraisal rights. The Company's
stockholders whose shares are held through banks or brokers will receive
information about their holdings from those institutions."
ITEM 12. EXHIBITS
Item 12 is hereby amended and supplemented by adding the following exhibit
that is incorporated herein by reference:
(a)(5)(r) Press release issued by AXA on January 3, 2001.
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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.
SCHEDULE TO AND SCHEDULE 13E-3
AXA
By: /s/ GERARD DE LA MARTINIERE
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Name: Gerard de La Martiniere
Title: Chief Financial Officer
AXA MERGER CORP.
By: /s/ DENIS DUVERNE
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Name: Denis Duverne
Title: President
SCHEDULE 13E-3
AXA FINANCIAL, INC.
By: /s/ EDWARD D. MILLER
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Name: Edward D. Miller
Title: President and Chief Executive
Officer
Date: January 3, 2001
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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(a)(5)(r) Press release issued by AXA on January 3, 2001.