-----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, UsxKqVzNpjhNzBczbVnX3ASPL6wyyIiUgoCF4rprTSCUGqJjbNS+cVhYu1qQoDgL rF1bRF5rkoe8/TzQ0JKjQw== 0000950123-00-001511.txt : 20000223 0000950123-00-001511.hdr.sgml : 20000223 ACCESSION NUMBER: 0000950123-00-001511 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000222 EFFECTIVENESS DATE: 20000222 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MONY GROUP INC CENTRAL INDEX KEY: 0001069822 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 133976138 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-30892 FILM NUMBER: 550771 BUSINESS ADDRESS: STREET 1: 1740 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 S-8 1 THE MONY GROUP INC. 1 As filed with the Securities and Exchange Commission on February 22, 2000 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ================================= FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ================================= THE MONY GROUP INC. (Exact name of registrant as specified in its charter) Delaware 13-3976138 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1740 Broadway New York, New York 10019 (Address of Principal Executive Offices) (Zip Code) The Mutual Life Insurance Company of New York Plan of Reorganization Under Section 7312 of the New York Insurance Law As Adopted on August 14, 1998, and Amended on September 9, 1998 (Full Title of the Plan) John R. McFeely, Esq. 1740 Broadway New York, New York 10019 (212) 708-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service) CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Title of securities to Amount to be offering price per aggregate offering Amount of be registered registered share price registration fee Common Stock, par value $0.01 per share........ 100,000(1) $29.375(2) $2,937,500(2) $776
1 This Registration Statement shall also cover any additional shares of Common Stock which become issuable under The Plan of Reorganization by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration by The MONY Group Inc. (the "Company") which results in an increase in the number of the outstanding shares of the Company's Common Stock. 2 Pursuant to Rule 457(h), these prices are estimated solely for the purpose of calculating the registration fee and are based upon the average of the high and low sales prices of the Company's Common Stock on the New York Stock Exchange on February 15, 2000. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The document(s) containing information specified by Part I of this Form S-8 Registration Statement (the "Registration Statement") will be sent or given to participants in the plan listed on the cover of the Registration Statement (the "Plan") as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof), a prospectus that meets the requirements of Section 10(a) of the Securities Act. 2 3 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents filed with the Commission by the Company are incorporated herein by reference and made a part hereof: (a) The Company's Annual Report on Form 10-K for the year ended December 31, 1998, filed with the Commission on March 30, 1999; (b) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1999 (filed with the Commission on May 17, 1999), June 30, 1999 (filed with the Commission on August 16, 1999) and September 30, 1999 (filed with the Commission on November 15, 1999) pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"); (c) All other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1998; (d) Description of the Company's capital stock contained in the Company's Registration Statement on Form 8-A, File No. 001-14603, filed with the Commission on November 6, 1998, including any further amendments or reports filed for the purpose of updating such description. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein or therein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. NOT APPLICABLE ITEM 5. NOT APPLICABLE ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company is a Delaware corporation. Reference is made to Section 145 of the Delaware General Corporation Law as to indemnification by the Company of its officers and directors. The general effect of such law is to empower a corporation to indemnify any of its officers and directors against certain expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with certain actions, suits or proceedings (threatened, pending or completed) if the person to be indemnified acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The Amended and Restated By-Laws of the Company (the "By-Laws") (which are incorporated herein by reference as Exhibit 4.3 to this Registration Statement) provide for indemnification of any person who was or is a director, officer, employee or agent of the Company or was serving in such capacity at another entity at the Company's request (each, an "Indemnified Person"), and is a party to, or is threatened to be made a party to, any threatened, pending or completed action, suit or proceeding, whether derivative or not. Indemnification continues 4 as to an Indemnified Person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of an Indemnified Person. The By-Laws also authorize indemnification for expenses (including attorneys' fees), judgments, fines and amounts paid in settlement, as well as the advancement of expenses to an Indemnified Person. The indemnification provisions in the By-Laws are non-exclusive and allow the Company to indemnify by agreement or vote of stockholders or disinterested directors. Article Eighth of the Company's Amended and Restated Certificate of Incorporation (the "Certificate of Incorporation") (which is incorporated by reference as Exhibit 4.2 to this Registration Statement) provides for the indemnification of the Company's directors in accordance with the Delaware General Corporation Law, and includes, as permitted by the Delaware General Corporation Law, certain limitations on the potential personal liability of members of the Company's Board of Directors for monetary damages as a result of actions taken in their capacity as Board members. The directors and officers of the Company are covered by insurance policies indemnifying them against certain liabilities arising under the Securities Act which might be incurred by them in such capacities. ITEM 7. NOT APPLICABLE ITEM 8. EXHIBITS
Exhibit Description Number ----------- ------ 4.1 - The Mutual Life Insurance Company of New York Plan of Reorganization Under Section 7312 of the New York Insurance Law, as Adopted on August 14, 1998, and Amended on September 9, 1998 (incorporated by reference to Exhibit 2.1 of the Company's Registration Statement on Form S-1, File No. 333-63835). 4.2 - Amended and Restated Certificate of Incorporation of the Company, dated November 3, 1998 (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1, File No. 333-63835). 4.3 - Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1, File No. 333-63835). 4.4 - Amendment to the Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-14603). 5.1 - Opinion of Dewey Ballantine LLP as to legality of securities being registered. 23.1 - Consent of PricewaterhouseCoopers LLP. 23.3 - Consent of Dewey Ballantine LLP (included in Exhibit 5.1).
ITEM 9. UNDERTAKINGS (a) The undersigned Company hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act; II-2 5 (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this effective Registration Statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in the Registration Statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the indemnification provisions summarized in Item 6 or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by the director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-3 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on this 15th day of February, 2000. THE MONY GROUP INC. By: /s/ Michael Isor Roth ---------------------------------- Name: Michael Isor Roth Title: Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below on February 15, 2000 by the following persons in the capacities indicated. Signature Title --------- ----- /s/ Michael Isor Roth Chairman of the Board, Chief Executive - ----------------------------- Officer and Director (Principal Executive Michael Isor Roth Officer) /s/ Richard Daddario Executive Vice President and Chief Financial - ----------------------------- Officer (Principal Financial Officer) Richard Daddario /s/ Larry Cohen Vice President and Controller (Principal - ----------------------------- Accounting Officer) Larry Cohen /s/ Tom Hans Barrett Director - ----------------------------- Tom Hans Barrett /s/ David Lincoln Call Director - ----------------------------- David Lincoln Call /s/ Glenn Robert Durham Director - ----------------------------- Glenn Robert Durham /s/ James Bernard Farley Director - ----------------------------- James Bernard Farley /s/ Samuel Joseph Foti President, Chief Operating Officer and - ----------------------------- Director Samuel Joseph Foti II-4 7 Signature Title --------- ----- /s/ Robert Holland, Jr. Director - ----------------------------- Robert Holland, Jr. /s/ James Lawrence Johnson Director - ----------------------------- James Lawrence Johnson Director /s/ Robert Raymond Kiley Director - ----------------------------- Robert Raymond Kiley /s/ Kenneth Marc Levine Executive Vice President, Chief Investment - ----------------------------- Officer and Director Kenneth Marc Levine /s/ John Robert Meyer Director - ----------------------------- John Robert Meyer /s/ Jane Cahill Pfeiffer Director - ----------------------------- Jane Cahill Pfeiffer /s/ Thomas Charles Theobald Director - ----------------------------- Thomas Charles Theobald II-5 8 EXHIBIT INDEX
Exhibit Description Number ----------- ------ 4.1 - The Mutual Life Insurance Company of New York Plan of Reorganization Under Section 7312 of the New York Insurance Law, as Adopted on August 14, 1998, and Amended on September 9, 1998 (incorporated by reference to Exhibit 2.1 of the Company's Registration Statement on Form S-1, File No. 333-63835). 4.2 - Amended and Restated Certificate of Incorporation of the Company, dated November 3, 1998 (incorporated by reference to Exhibit 3.1 of the Company's Registration Statement on Form S-1, File No. 333-63835). 4.3 - Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1, File No. 333-63835). 4.4 - Amendment to the Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 3.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 1998, File No. 1-14603). 5.1 - Opinion of Dewey Ballantine LLP as to legality of securities being registered. 23.1 - Consent of PricewaterhouseCoopers LLP. 23.3 - Consent of Dewey Ballantine LLP (included in Exhibit 5.1).
II-6 EX-5.1 2 OPINION OF DEWEY BALLANTINE LLP 1 [Letterhead of Dewey Ballantine LLP] February 22, 2000 The MONY Group Inc. 1740 Broadway New York, New York 10019 Re: Registration Statement on Form S-8 Filed with the Securities and Exchange Commission on February 22, 2000 Ladies and Gentlemen: We are acting as special counsel for The MONY Group Inc., a Delaware corporation (the "Company") in connection with the registration by the Company under the Securities Act of 1933, as amended (the "Act"), of 100,000 shares of common stock, par value $0.01 per share (the "Shares"), to be offered pursuant to The Mutual Life Insurance Company of New York Plan of Reorganization Under Section 7312 of the New York Insurance Law, As Adopted on August 14, 1998, and Amended on September 9, 1998 (the "Plan") under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the "Registration Statement"). We are familiar with the proceedings of the Company relating to the authorization and issuance of the Shares. In addition, we have made such further examinations of law and fact as we have deemed appropriate in connection with the opinion hereinafter set forth. We express no opinion as to any law other than the Delaware General Corporation Law and judicial interpretations thereof. Based on the foregoing, we are of the opinion that the Shares to be offered pursuant to the Plan have been duly authorized and, when issued in accordance with the resolutions of the Board of Directors of the Company authorizing such issuance and in accordance with the Plan, will be validly issued, fully paid and nonassessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act, or under the rules and regulations of the Securities and Exchange Commission thereunder. Very truly yours, /s/ Dewey Ballantine LLP EX-23.1 3 CONSENT OF PRICEWATERHOUSECOOPERS LLP 1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of our reports dated February 15, 1999, except for footnote 18(b) to The MONY Group Inc. consolidated financial statements as to which the date is March 22, 1999, relating to the financial statements and the financial statement supplemental schedule, which appear in the MONY Group Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. /s/ PricewaterhouseCoopers LLP PricewaterhouseCoopers LLP New York, New York February 22, 2000 -----END PRIVACY-ENHANCED MESSAGE-----