-----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, USQyOf7JJN/moyKfDIlGKiH/T7Lp86lNxhW+XeFvK/vt8vvnR47MQ/Kn/E2XTFz4 Bue5Jbd2J1iCZ+sQHZ2x7A== 0000950123-01-000934.txt : 20010208 0000950123-01-000934.hdr.sgml : 20010208 ACCESSION NUMBER: 0000950123-01-000934 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20010131 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20010207 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: 8-K SEC ACT: SEC FILE NUMBER: 812-11294-01 FILM NUMBER: 1526843 BUSINESS ADDRESS: STREET 1: 1740 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127082000 8-K 1 y45191e8-k.txt THE MONY GROUP, INC. 1 ================================================================================ 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) - January 31, 2001 --------------- THE MONY GROUP INC. (Exact name of registrant as specified in its charter) DELAWARE 13-3976138 (State or other jurisdiction of 1-14603 (IRS Employer Incorporation) (Commission File Number) Identification No.) 1740 Broadway New York, New York 10019 (Address of principal executive offices) (Zip Code)
(212) 708-2000 (Registrant's telephone number, including area code) --------------- N/A (Former name or address, if changed since last report) ================================================================================ 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. On January 31, 2001, pursuant to an Agreement and Plan of Merger, dated as of August 23, 2000, as amended (the "Merger Agreement"), between The MONY Group Inc., a Delaware corporation (the "Company"), MONY Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and The Advest Group, Inc., a Delaware corporation ("Advest"), Advest was merged with and into Merger Sub (the "Merger"), with Merger Sub being the surviving corporation in the Merger and continuing as a wholly-owned subsidiary of the Company under the name "The Advest Group, Inc." Advest stockholders approved the Merger at a special meeting of stockholders held on November 20, 2000. Under the terms of the Merger Agreement, Advest stockholders could elect to receive, for each share of common stock, par value $0.01, of Advest (the "Advest Common Stock") held by them, (1) 0.869560 of a share of the common stock, par value $0.01, of the Company (the "Company Common Stock"), such number being the exchange ratio calculated from the formulas in the Merger Agreement (the "Exchange Ratio"), (2) an amount of cash equal to $ 31.5868 per share, such amount being the product of the Exchange Ratio and $ 36.325, with the latter number being the 10-day average closing price of Company Common Stock on the New York Stock Exchange for the period January 10 through January 24, 2001, or (3) a combination of cash for a specified number of shares of Advest Common Stock and shares of Company Common Stock for the remainder. The exact amount of cash and/or number of shares of Company Common Stock received by each Advest stockholder was determined based on the election made by such stockholder in conjunction with the elections made by all other stockholders, subject to a pro rata adjustment that resulted in an aggregate merger consideration of 49.9% cash and 50.1% Company Common Stock. Consequently, the Company will pay an aggregate of approximately $ 137.2 million in cash and will issue approximately 3,900,000 shares of Company Common Stock to the stockholders of Advest in the Merger, with the latter number being equivalent to approximately 8.45% of the Company Common Stock outstanding prior to consummation of the Merger. The aggregate consideration for the outstanding shares of Advest Common Stock was determined based upon arms'-length negotiation between the Company and Advest. The acquisition will be accounted for as a purchase. Prior to the Merger, no material relationship existed between Advest and the Company, or any of its affiliates, any director or officer of the Company or any associate of any such director or officer. The cash portion of the consideration will be financed from a portion of the proceeds of the Company's offering of $275 million of 7.45% senior notes due in 2005. Advest is a diversified financial services company that, through Advest, Inc., its principal subsidiary, provides brokerage, trading, investment banking and asset management services to retail and institutional investors through over 90 sales offices in 18 states and Washington, D.C. Advest Bank and Trust provides trust services primarily 3 through Advest Inc.'s branch network. Advest will continue to keep its headquarters in Hartford, Connecticut, operating under its own brand name and management structure. The Company issued news releases on February 1, 2001 and February 6, 2001 in connection with the consummation of the Merger that are attached hereto as Exhibits 99.1 and 99.2. The information contained in these news releases is incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) Not applicable. (b) Not applicable. (c) Exhibits. 2.1 Agreement and Plan of Merger dated as of August 23, 2000 by and among The MONY Group Inc., MONY Acquisition Corp. and The Advest Group, Inc. (Exhibit 2.1 to the Company's Current Report on Form 8-K dated August 23, 2000, File No. 1-14603.)* 2.2 Amendment to Agreement and Plan of Merger dated as of January 31, 2001 by and among The MONY Group Inc., MONY Acquisition Corp. and The Advest Group, Inc. 10.1 Support Agreement dated as of August 23, 2000 by and among The MONY Group Inc., Peter R. Kellogg, Grant W. Kurtz, Allen Weintraub and George A. Boujoukos. (Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 23, 2000, File No. 1-14603.)* 10.2 Stock Option Agreement dated as of August 23, 2000 by and between The Advest Group, Inc. and The MONY Group Inc. (Exhibit 10.2 to the Company's Current Report on Form 8-K dated August 23, 2000, File No. 1-14603.)* 99.1 News release of The MONY Group Inc. dated February 1, 2001. 99.2 News release of The MONY Group Inc. dated February 6, 2001. --------------- * Incorporated by reference to the indicated filing. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, The MONY Group Inc. has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE MONY GROUP INC. By: /s/ Bart Schwartz -------------------------------- Bart Schwartz Senior Vice President and General Counsel Date: February 7, 2001 5 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------- 2.1 Agreement and Plan of Merger dated as of August 23, 2000 by and among The MONY Group Inc., MONY Acquisition Corp. and The Advest Group, Inc. (Exhibit 2.1 to the Company's Current Report on Form 8-K dated August 23, 2000, File No. 1-14603.)* 2.2 Amendment to Agreement and Plan of Merger dated as of January 31, 2001 by and among The MONY Group Inc., MONY Acquisition Corp. and The Advest Group, Inc. 10.1 Support Agreement dated as of August 23, 2000 by and among The MONY Group Inc., Peter R. Kellogg, Grant W. Kurtz, Allen Weintraub and George A. Boujoukos. (Exhibit 10.1 to the Company's Current Report on Form 8-K dated August 23, 2000, File No. 1-14603.)* 10.2 Stock Option Agreement dated as of August 23, 2000 by and between The Advest Group, Inc. and The MONY Group Inc. (Exhibit 10.2 to the Company's Current Report on Form 8-K dated August 23, 2000, File No. 1-14603.)* 99.1 News release of The MONY Group Inc. dated February 1, 2001. 99.2 News release of The MONY Group Inc. dated February 6, 2001.
- ----------------------- * Incorporated by reference to the indicated filing. EX-2.2 2 y45191ex2-2.txt AMENDMENT TO AGREEMENT AND PLAN OF MERGER 1 Exhibit 2.2 AMENDMENT TO AGREEMENT AND PLAN OF MERGER AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of this 31st day of January, 2001 (this "Amendment"), by and among The MONY Group Inc., a Delaware corporation ("Parent"), MONY Acquisition Corp., a Delaware corporation and a wholly-owned subsidiary of Parent ("Merger Sub"), and The Advest Group, Inc., a Delaware corporation (the "Company"). RECITALS WHEREAS, Parent, Merger Sub and the Company have previously entered into an Agreement and Plan of Merger, dated as of August 23, 2000 (the "Merger Agreement") (capitalized terms used but not defined in this Amendment shall have the meanings ascribed thereto in the Merger Agreement); and WHEREAS, Parent, Merger Sub and the Company now wish to amend the Merger Agreement as provided herein; NOW, THEREFORE, in connection with and in consideration of the premises and the mutual agreements and covenants hereinafter set forth, Parent, Merger Sub and the Company hereby agree as follows: 1. Section 2.2(m) of the Merger Agreement is restated to read in its entirety as follows: (m) Prior to the Closing Date the Company shall take all necessary and appropriate actions to provide that, upon the Effective Time, 50% of each restricted stock award or deferred stock award or any other stock-based award (other than the Options), the value of which is based upon the value of the Company Common Stock (collectively, the "Stock Awards") which is at the Effective Time subject to any vesting requirement which would not be accelerated as a result of the transactions contemplated in this Agreement and which was issued pursuant to a Company Stock Option Plan or any of the Company's Non-Employee Director Equity Plan, Key Professional Equity Plan, Equity Plan, 1998 Equity Plan, 1997 Equity Plan, 1996 Equity Plan or 1995 Equity Plan or any other similar plans, programs or arrangements, or pursuant to any individual restricted stock agreements between the Company and certain key employees, shall become fully vested and payable or distributable 100% in cash (based upon the Cash price Per Share). At the Effective Time, the remaining 2 50% of such Stock Awards which are outstanding immediately prior thereto shall be converted automatically into stock awards for such number of shares of Parent Common Stock as shall be equal to the product of the number of shares of such Company Common Stock multiplied by the Exchange Ratio, provided that any fractional shares of Parent Common Stock resulting therefrom shall be rounded up to the nearest whole share. The terms of the new stock awards shall otherwise be the same as the original stock awards, except that (a) all references to The Advest Group, Inc. shall be deemed to be references to The MONY Group Inc.; and (b) all such new stock awards shall become fully vested and payable or distributable 100% in Parent Common Stock except for (i) new stock awards held by persons designated by the Company as "Executive Officers" for purposes of Section 16 under the Exchange Act; (ii) new stock awards received upon conversion of Stock Awards under the Key Professionals Equity Plan; or (iii) new stock awards received upon conversion of Stock Awards under individual restricted stock agreements or under Article VII of the Equity Plan which Stock Awards for that recipient individually, or in the aggregate, exceed 2,599 shares. The Company agrees to take or cause to be taken all actions necessary under such Stock Awards to provide for such acceleration and payment. No Stock Award shall be subject to any election pursuant to Section 2.2(d)-(h). 2. A new Appendix I to the Merger Agreement in the form attached hereto is hereby added to the Merger Agreement. 3. A new Section 2.2(o) is hereby added to the Merger Agreement to read in its entirety as follows: "(o) Immediately prior to the Closing, each person listed on Appendix I hereto may surrender to Parent certificates representing the number of shares of Company Common Stock listed opposite such person's name on Appendix I which (i) are beneficially owned by the individual as of the Closing Date, and (ii) as reflected on Appendix I, were acquired by such person pursuant to stock options exercised by such person during the period commencing on the date that is one year prior to the Closing Date and ending on August 23, 2000 that are designated and qualified as "incentive stock options" under Section 422 of the Code. In exchange for such surrender to Parent of any such shares of Company Common Stock, such person shall receive, immediately prior to the Closing, that number of shares of Parent Common Stock equal to the Exchange Ratio multiplied by the number of shares of Company Common Stock surrendered, except that any fraction of a share of Parent Common Stock arising pursuant to the foregoing calculation shall be disregarded, thereby rounding the number of shares of Parent Common Stock to be issued to such person downward to the next whole number of shares. 3 Shares of Company Common Stock surrendered to Parent pursuant to this Section 2.2(o) shall not be subject to any proration, or entitled to make any election, pursuant to Section 2.2 (d) - (h)." Except as provided herein, the Merger Agreement shall remain unamended and in full force and effect. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed as of the date first set forth above. THE MONY GROUP INC. By: /s/ Michael I. Roth -------------------------------------------- Name: Michael I. Roth Title: Chairman & Chief Executive Officer MONY ACQUISITION CORP. By: /s/ Bart Schwartz -------------------------------------------- Name: Bart Schwartz Title: President THE ADVEST GROUP, INC. By: /s/ Grant W. Kurtz -------------------------------------------- Name: Grant W. Kurtz Title: President & Chief Executive Officer EX-99.1 3 y45191ex99-1.txt NEWS RELEASE 1 Exhibit 99.1 [THE MONY GROUP LETTERHEAD] THE MONY GROUP COMPLETES ADVEST ACQUISITION NEW YORK (February 1, 2001) - The MONY Group Inc. (NYSE: MNY) announced today the completion of its acquisition of The Advest Group effective January 31, 2001. The acquisition became effective following receipt of regulatory approval from The Office of Thrift Supervision late yesterday. The Advest Group, a diversified financial services company, is now an operating subsidiary of The MONY Group Inc. "When we completed our initial public offering more than two years ago, part of our corporate strategy was to grow the MONY organization through strategic acquisitions," said Michael I. Roth, chairman and CEO, The MONY Group Inc. "The successful integration of our past acquisitions into The MONY Group, coupled with our newest member company - Advest, has increased our size as well as our service and distribution capabilities. Our successful completion of the acquisition of Advest further demonstrates our ability to deliver on our corporate strategy." Based in Hartford, CT, The Advest Group Inc. provides brokerage, trading, trust, investment banking and asset management services to retail and institutional investors. Advest has a team of 485 financial advisors in more than 90 sales offices in 18 states and Washington, DC. Total client assets under management are approximately $30 billion. "We have had over 100 strong years as a provider of financial solutions and look forward to beginning another chapter in our corporate history as a member of The MONY Group. By joining MONY, we now have access to additional financial and technology resources to continue our growth," said Grant W. Kurtz, CEO of Advest. "Advest financial advisors will now be in a better position to offer both customized and integrated solutions that help clients protect, manage and enhance their wealth." 2 "The financial services marketplace is going through incredible changes with less focus on product and more focus on advice. In order to deliver advice, companies need an emphasis on training and education, a commitment to using technology as an enabler and a means of providing financial professionals with access to the products that customers need to meet their financial goals," continued Michael Roth. "Our acquisition of Advest is intended to strengthen the advice model for both organizations." Since the acquisition agreement was announced, an executive team representing both organizations has focused on leveraging resources and strengthening the advice model at both companies. The following initiatives are being rolled out, with additional ones to follow in the coming months: - - Equity Research. Approximately 2,200 MONY financial professionals who are currently licensed to sell securities will now have the opportunity to access Advest's proprietary and third-party equity market research and data that includes information and commentary on 6,000 companies and 75 industries. Included in this research and data is equity market commentary that is updated throughout the trading day. - - Training. Select MONY financial professionals will participate in the annual Advest Institute training program, which focuses on advanced topics such as portfolio analytics, asset allocation and risk management. Advest will participate in MONY's Campus School and MONY will also offer Advest financial advisors seminars on such topics as estate planning and 401(k) planning. - - Business Tools. MONY's leading wealth preservation and distribution services including business tools that help with estate planning, business continuation, executive planning and charitable giving are now available to Advest financial professionals. These tools complement Advest's strength in wealth accumulation and management. - - Products. Advest has added the following Enterprise Capital Management mutual funds to its preferred list of mutual funds: Growth & Income, Government Securities, High Yield Bond, Small Company Value. Enterprise Capital Management is a member company of The MONY Group. MONY financial professionals will have access to Advest's fee-based programs, which have been available to Advest clients since the 1980s. 3 The MONY Group Inc. (NYSE: MNY), with $55 billion in assets under management and administration, provides life insurance, annuities, mutual funds, brokerage, asset management, business & estate planning, trust and investment banking products and services to individual and institutional clients through several member companies. The MONY Group focuses primarily on offering customized financial solutions through multiple distribution channels, including a career agency sales force, brokerage general agencies, financial advisors, brokers, and other complementary channels. The MONY Group's (www.mony.com) member companies include MONY Life Insurance Company, The Advest Group, Inc., Enterprise Capital Management, Inc., U.S. Financial Life Insurance Company, MONY Securities Corporation and Trusted Securities Advisors Corp. # # # EX-99.2 4 y45191ex99-2.txt NEWS RELEASE 1 Exhibit 99.2 [THE MONY GROUP LETTERHEAD] THE MONY GROUP INC. ANNOUNCES FINAL ELECTION INFORMATION FOR ADVEST ACQUISITION NEW YORK (February 6, 2001) - The MONY Group Inc. (NYSE: MNY) announced today the final cash/stock election details for its recently completed acquisition of The Advest Group. For each share of Advest common stock owned, each Advest shareholder could elect to receive $31.59 in cash, 0.8696 of a share of MONY common stock, or a combination of cash and MONY shares. As per the transaction agreement, the elections have been pro rated to produce an aggregate purchase price consisting of 49.9 percent cash and 50.1 percent MONY common stock. As a result of the above-described proration, shareholders that elected to receive any portion of their proceeds in cash will receive approximately 82 percent of the cash elected and the remainder in MONY stock. For each share of Advest common stock exchanged for cash, shareholders will receive $25.88 in cash plus 0.1568 of a share of MONY common stock. For each share of Advest common stock exchanged for MONY common stock and for Advest shareholders that did not make an election, shareholders will receive 0.8696 of a share of MONY common stock. The MONY Group Inc. (NYSE: MNY), with $55 billion in assets under management and administration, provides life insurance, annuities, mutual funds, brokerage, asset 2 management, business & estate planning, trust and investment banking products and services to individual and institutional clients through several member companies. The MONY Group focuses primarily on offering customized financial solutions through multiple distribution channels, including a career agency sales force, brokerage general agencies, financial advisors, brokers, and other complementary channels. The MONY Group's (www.mony.com) member companies include The Advest Group, Inc., MONY Life Insurance Company, Enterprise Capital Management, Inc., U.S. Financial Life Insurance Company, MONY Securities Corporation and Trusted Securities Advisors Corp. # # # -----END PRIVACY-ENHANCED MESSAGE-----