-----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, KU0rdCJFjO1QqeKZcae3CiW7B326Si3v5M3FFsOWxFDfNrOKxjEiBPK9DK3JvrZb XiZGc2G3Z4jHO3VYgsi9iA== 0001193125-04-025285.txt : 20040217 0001193125-04-025285.hdr.sgml : 20040216 20040217173042 ACCESSION NUMBER: 0001193125-04-025285 CONFORMED SUBMISSION TYPE: PX14A6G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040217 EFFECTIVENESS DATE: 20040217 SUBJECT COMPANY: 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: PX14A6G SEC ACT: 1934 Act SEC FILE NUMBER: 001-14603 FILM NUMBER: 04610536 BUSINESS ADDRESS: STREET 1: 1740 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127082000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HIGHFIELDS CAPITAL MANAGEMENT LP CENTRAL INDEX KEY: 0001079563 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: PX14A6G BUSINESS ADDRESS: STREET 1: 200 CLARENDON STREET 51ST FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 6178507500 PX14A6G 1 dpx14a6g.htm AMENDMENT NO. 5 TO PX14A6G AMENDMENT NO. 5 TO PX14A6G

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Notice of Exempt Solicitation

Submitted pursuant to Rule 14a-6(g)

Amendment No. 5

 

1.   Name of Registrant:

 

The MONY Group Inc.

 

2.   Name of person relying on exemption:

 

Highfields Capital Management LP

 

3.   Address of person relying on the exemption:

 

200 Clarendon Street

51st Floor

Boston, MA 02116

 

4.   Written materials. The following written materials are attached:

 

Exhibit 1:    Letter from Highfields Capital to MONY shareholders issued January 29, 2004 (previously filed).

 

Exhibit 2:    Letter from Highfields Capital to MONY shareholders dated February 5, 2004 (previously filed).

 

Exhibit 3:    Press Release of Highfields Capital issued February 11, 2004 (previously filed).

 

Exhibit 4:    Press Release of Highfields Capital issued February 12, 2004 (previously filed).

 

Exhibit 5:    Letter from Highfields Capital to MONY shareholders dated February 11, 2004 (previously filed).

 

Exhibit 6:    Press Release of Highfields Capital issued February 17, 2004.

EX-6 3 dex6.htm PRESS RELEASE OF HIGHFIELDS CAPITAL ISSUED FERURARY 17, 2004 PRESS RELEASE OF HIGHFIELDS CAPITAL ISSUED FERURARY 17, 2004

Exhibit 6

 

NEWS RELEASE

 

For Immediate Release

 

CONTACT:

 

Robert C. Marese or Mark H. Harnett

MacKenzie Partners, Inc.

(212) 929-5500

 

HIGHFIELDS COMMENTS ON GLASS, LEWIS RECOMMENDATION TO

REJECT SALE OF MONY TO AXA AND RESPONDS TO AXA STATEMENT

 

Boston, MA, February 17, 2004 — Highfields Capital Management is pleased by today’s announcement by Glass, Lewis & Co. that it had issued a recommendation that all shareholders of MONY (NYSE: MNY) vote AGAINST the proposed sale of MONY to AXA Financial. Glass, Lewis is an independent proxy and financial advisory firm that uses proprietary research and independent analysis to evaluate corporate integrity and financial transparency of public company transactions.

 

In issuing its recommendation, Glass, Lewis stated that: “The Company has been poorly managed by a team of executives that the Board has left in place for too long despite anemic performance. And now the Board has essentially conceded defeat – agreeing to a fire sale for less than the stated book value of the business. The decision to throw in the towel was appreciated, no doubt, by the management team, which likely sees this transaction as a way to both mask its own failures and collect tens of millions in golden parachutes.”

 

Glass, Lewis also observed: “…if this company were operated well it would be worth far more than the $31 per share currently being offered. Accordingly, this is not a situation we deem a ‘close call’ in which deference to the views of the Board and management are appropriate. This Company is simply worth more than AXA has agreed to pay for it.”

 

Commenting, Richard L. Grubman, Managing Director of Highfields Capital Management stated that “We are pleased that Glass, Lewis has joined the voices of shareholders and independent analysts in concluding that management’s proposed sale is not in the interest of MONY shareholders. It is clear that they approached this issue with objectivity and solely from the perspective of the vote that would most benefit MONY shareholders. The forcefulness of their recommendation highlights the management conflicts and self-interest, as well as the flawed process, which led to the proposed sale at an inadequate price.

 

“As for AXA’s response today that MONY’s share price would decline if the sale is rejected, this is simply AXA joining in the scare tactics already used by MONY management. It goes without saying that AXA does not have the interests of MONY shareholders in mind. Instead, we agree with Glass, Lewis whose analysis indicates that, operated properly, MONY could be worth far more than $31 per share and yield a share value of book value or more.

 

“We urge all shareholders to follow MONY’s major shareholders and the recommendation of independent analysts to vote AGAINST the proposed sale at the MONY shareholder meeting on February 24, 2004.”

 

Shareholders who need assistance in voting their shares AGAINST the AXA merger or exercising their appraisal rights are encouraged to call MacKenzie Partners, Inc. at 800-322-2885 or 212-929-5500

 

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