(Title
of each class of securities covered by this Form)
Place an X in the appropriate box(es)
to indicate the provision(s) relied upon to terminate the duty to file reports
under the Securities Exchange Act of 1934:
Rule
12h-6(a) x
(for
equity securities)
Rule
12h-6(d) £
(for
successor companies)
Rule
12h-6(c) x
(for
debt securities)
Rule
12h-6(i) £
(for
prior Form 15 filers)
PART
I
Item
1.
Exchange
Act Reporting History
A. AXA
(the “Company”) first incurred the duty to file reports under section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) on
June 25, 1996 when the registration statement on Form F-1 originally filed with
the Securities and Exchange Commission on May 24, 1996 became
effective.
B. The
Company has filed or submitted all reports required under section 13(a) and
15(d) of the Exchange Act and corresponding Commission rules for the 12 months
preceding the filing of this Form and has filed at least one annual report under
section 13(a).
Item
2.
Recent
United States Market Activity
The
Company’s securities were last sold in the United States in a registered
offering (other than in offerings limited to employees of the Company and its
subsidiaries and dividend reinvestments) under the Securities Act of 1933 (the
“Securities Act”) on:
All of
the foregoing notes were sold under the Company’s automatic shelf registration
statement filed with the Securities and Exchange Commission in November 2000.
AXA filed a post-effective amendment to its Form F-3 on March 26, 2010 to
terminate such shelf registration statement.
Item
3.
Foreign
Listing and Primary Trading Market
A. The
Company has maintained a listing of its ordinary shares on Euronext, which is
located in the jurisdiction of the Republic of France. Euronext
constitutes the primary trading market for the Company’s ordinary
shares.
B. The
Company’s ordinary shares were initially listed on the Euronext (previously
Euronext Paris and the Bourse de Paris) in October/ November 1852 under the name
“Compagnie du Midi”. The Company has maintained a listing of its
ordinary shares on Euronext for at least the 12 months preceding the filing of
this Form.
During
the 12-month period from March 1, 2009 to February 28, 2010, the average daily
trading volume of the Company’s ordinary shares and American Depositary Shares
(“ADSs”) (when expressed in terms of the underlying ordinary shares) in the
United States and on a worldwide basis was approximately 714,526 shares and
22,957,851 shares,
respectively.
For the
same 12-month period, the average daily trading volume of the Company’s ordinary
shares in the United States represented approximately 3.11% as a percentage of
the average daily trading volume for that class of securities on a worldwide
basis.
AXA’s ADSs were
delisted from the New York Stock Exchange following the close of trading on
March 25, 2010.
The
Company has not terminated a sponsored American depositary receipt facility
regarding its ordinary shares.
The
Company used Bloomberg as the source of trading volume information with respect
to trading on Euronext and as the source of the trading volume information with
respect to all other trading including on the American Depositary Shares to
determine whether it meets the requirements of Rule 12h-6.
Item
5.
Alternative
Record Holder Information
Not
applicable.
Item
6.
Debt
Securities
The
number of record holders of the Company’s registered debt securities as of
January 2010, which is within 120 days before the filing of this Form,
was:
·
79
for the US$1,250,000,000 of 8.60% Subordinated Notes due December 15, 2030
on a worldwide basis;
·
111
for the €1,100,000,000 of 6.75% Subordinated Notes due December 15, 2020
on a worldwide basis; and
·
41
for the ₤325,000,000 of 7.125% Subordinated Notes Due December 15, 2020 on
a worldwide basis.
Item
7.
Notice
Requirement
A. As
required by Rule 12h-6(h), the Company published a notice disclosing its intent
to terminate its duty to file reports under section 13(a) and section 15(d) of
the Exchange Act on January 25, 2010. The Company published a subsequent notice
announcing the filing of its Form 25 requesting the delisting of its ADSs from
the NYSE on March 16, 2010.
B. These
notices were disseminated by the major newswire services the Company typically
uses to publish its press releases and also published by various news services
in the United States. In addition, these notices were posted on the
Company’s website and submitted to the Securities and Exchange Commission on
Form 6-K on January 25, 2010 and March 16, 2010, respectively.
Item
8.
Prior
Form 15 Filers
Not
applicable.
PART
II
Item
9.
Rule
12g3-2(b) Exemption
The
Company will publish the information required by Rule 12g3-2(b)(1)(iii) on its
Internet Web site at www.axa.com.
PART
III
Item
10.
Exhibits
None.
Item
11.
Undertakings
The
undersigned issuer hereby undertakes to withdraw this Form 15F if, at any time
before the effectiveness of its termination of reporting under Rule 12h-6, it
has actual knowledge of information that causes it reasonably to believe that,
at the time of filing the Form 15F:
(1)
The
average daily trading volume of its subject class of securities in the
United States exceeded 5 percent of the average daily trading volume of
that class of securities on a worldwide basis for the same recent 12-month
period that the issuer used for purposes of Rule
12h-6(a)(4)(i);
(2)
Its
subject class of securities was held of record by 300 or more United
States residents or 300 or more persons worldwide, if proceeding under
Rule 12h-6(a)(4)(ii) or Rule 12h-6(c);
or
(3)
It
otherwise did not qualify for termination of its Exchange Act reporting
obligations under Rule 12h-6.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, AXA has duly
authorized the undersigned person to sign on its behalf this certification on
Form 15F. In so doing, AXA certifies that, as represented on this
Form, it has complied with all of the conditions set forth in Rule 12h-6 for
terminating its registration under section 12(g) of the Exchange Act, or its
duty to file reports under section 13(a) or section 15(d) of the Exchange Act,
or both.
