-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DFGA7xOromymUQnnw6oAhYmrU/zUnhCkn539wRpBVnkE+WQ9lkKXz+yGcDtDOMKl wBq9OsBr6HRIa41+9hS3UQ== 0000949377-01-000035.txt : 20010214 0000949377-01-000035.hdr.sgml : 20010214 ACCESSION NUMBER: 0000949377-01-000035 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20010213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CLARK/BARDES HOLDINGS INC CENTRAL INDEX KEY: 0001063980 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 522103926 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-54813 FILM NUMBER: 1536471 BUSINESS ADDRESS: STREET 1: 102 S WYNSTONE PARK DR STREET 2: STE 200 CITY: NORTH BARRINGTON STATE: IL ZIP: 60010 BUSINESS PHONE: 8473045800 MAIL ADDRESS: STREET 1: 102 S WYNSTONE PARK DR STREET 2: STE 200 CITY: NORTH BARRINGTON STATE: IL ZIP: 60010 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX HOME LIFE MUTUAL INSURANCE CO CENTRAL INDEX KEY: 0000890280 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 060493340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROW CITY: HARTFORD STATE: CT ZIP: 06115 BUSINESS PHONE: 8004474312 SC 13G 1 0001.txt CLARK/BARDES SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* CLARK/BARDES HOLDINGS, INC. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 180668105 (CUSIP Number) 12/31/2000 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ X ] Rule 13d-1 (b) [ ] Rule 13d-1 (c) [ ] Rule 13d-1 (d) * 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 the disclosures provided in a prior cover page. The information required in 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 (the "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.) [Continued on the following pages] CUSIP No. 180668105 13G Page 2 of 6 Pages - - ---------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Phoenix Home Life Mutual Insurance Company 06-0493340 - - ---------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF THE MEMBER OF A GROUP (a)[ ] (b)[ ] - - ---------------------------------------------------------------- 3. SEC USE ONLY - - ---------------------------------------------------------------- 4. CITIZENSHIP OR PLACE OF ORGANIZATION New York - - ------------------------------------ --------------------------- 5. SOLE VOTING POWER NUMBER OF 1,111,155 SHARES ----------------------------- BENEFICIALLY 6. SHARED VOTING POWER OWNED BY EACH 0 REPORTING ----------------------------- PERSON 7. SOLE DISPOSITIVE POWER WITH 1,111,155 ----------------------------- 8. SHARED DISPOSITIVE POWER 0 - - --------------------------------------------------------------- 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,111,155 - - ---------------------------------------------------------------- 10. CHECK BOX IF AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] - - ---------------------------------------------------------------- 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 8.79% - - ---------------------------------------------------------------- 12. TYPE OF REPORTING PERSON IC CO CUSIP No. 180668105 13G Page 3 of 6 Pages Item 1(a). Name of Issuer: CLARK/BARDES HOLDINGS, INC. Item 1(b). Address of Issuer's Principal Executive Offices: 102 South Wynstone Park Drive North Barrington, IL 60010 Item 2(a). Name of Person Filing: Phoenix Home Life Mutual Insurance Company Item 2(b). Address of Principal Business Office or, if None, Residence: One American Row Hartford, Connecticut 06102-5056 Item 2(c). Citizenship: U.S. Item 2(d). Title of Class of Securities: COMMON Item 2(e). CUSIP Number: 180668105 Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a: (a) [ ] Broker or dealer registered under Section 15 of the Act. (b) [ ] Bank as defined in Section 3(a)(6) of the Act. (c) [ X ] Insurance Company as defined in Section 3(a)(19) of the Act. CUSIP No. 180668105 13G Page 4 of 6 Pages (d) [ ] Investment Company registered under Section 8 of the Investment Company Act. (e) [ ] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); (f) [ ] An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); (g) [ ] A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); see item 7; (h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act; (i) [ ] A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box [ ] Item 4. Ownership. Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: 1,111,155 (b) Percent of class: 8.79% (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote 1,111,155 (ii) Shared power to vote or to direct the vote 0 (iii) Sole power to dispose or to direct the disposition of 1,111,155 (iv) Shared power to dispose or to direct the disposition of 0 CUSIP No. 180668105 13G Page 5 of 6 Pages Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. Item 6. Ownership of More than Five Percent on Behalf of Another Person. General American Life Insurance Company through an affiliate Acquired more than 5% of the Common Stock of Clark/Bardes. Item 7. Identification and Classification of the Subsidiary Which acquired the Security Being Reported on by the Parent Holding Company. Not Applicable. Item 8. Identification and Classification of Members of the Group. Not Applicable. Item 9. Notice of Dissolution of Group. Not Applicable. Item 10. Certification. (a) The following certification shall be included if the statement is filed pursuant to Section 240: "By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the CUSIP No. 180668105 13G Page 6 of 6 Pages effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. " 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. By: /s/John H. Beers Name: John H. Beers Title: Vice President Date: February 13, 2001 -----END PRIVACY-ENHANCED MESSAGE-----