-----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, IAk+Wcy83uf7rxxAaNYeviEoLN+Be98OPWAJoFlg2DOe5lxYsR8+Tk1NFFMZ5D2b cxWYUqYVDRya1zqTyWV+5Q== 0000950123-02-012121.txt : 20021220 0000950123-02-012121.hdr.sgml : 20021220 20021220163447 ACCESSION NUMBER: 0000950123-02-012121 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20021216 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20021220 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX COMPANIES INC/DE CENTRAL INDEX KEY: 0001129633 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060493340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16517 FILM NUMBER: 02865314 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 BUSINESS PHONE: 8604035000 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 06012 8-K 1 y67188e8vk.txt FORM 8-K UNITED STATES 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: December 16, 2002 --------------------------------- (Date of earliest event reported) THE PHOENIX COMPANIES, INC. --------------------------- (Exact name of registrant as specified in its charter) Delaware 1-16517 06-0493340 -------- ------- ---------- (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) One American Row, Hartford, Connecticut 06102-5056 --------------------------------------------------- (Address of principal executive offices) (Zip Code) 860-403-5000 ------------ (Registrant's telephone number, including area code) Item 5. Other Events. On December 16, 2002, The Phoenix Companies, Inc., a Delaware corporation, announced in a news release that it had priced an offering of $150 million of equity units. This news release is included in this Current Report as Exhibit 99.1. On December 20, 2002, The Phoenix Companies, Inc., announced in a news release that (a) it had closed that offering; and (b) it was taking a number of actions designed to lower annualized expenses by approximately $30 million by year-end 2003. This news release is included in this Current Report as Exhibit 99.2. Item 7. Exhibits. 99.1 The Phoenix Companies, Inc.'s news release, dated December 16, 2002, announcing its pricing of an offering of $150 million of equity units. 99.2 The Phoenix Companies, Inc.'s news release, dated December 20, 2002, announcing the closing of its offering of $150 million of equity units and actions to lower annualized expenses. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. THE PHOENIX COMPANIES, INC. By: /s/ Carole A. Masters ----------------------------- Name: Carole A. Masters Title: Vice President and Counsel Date: December 20, 2002 EXHIBIT INDEX Exhibit Number Exhibit - -------------- ------- 99.1 The Phoenix Companies, Inc.'s news release, dated December 16, 2002, announcing its pricing of an offering of $150 million of equity units. 99.2 The Phoenix Companies, Inc.'s news release, dated December 20, 2002, announcing the closing of its offering of $150 million of equity units and actions to lower annualized expenses. EX-99.1 3 y67188exv99w1.txt NEWS RELEASE Exhibit 99.1 [PHOENIX LOGO] The Phoenix Companies, Inc. N E W S R E L E A S E One American Row PO Box 5056 Hartford CT 06102-5056 www.phoenixwm.com ----------------------- For: Immediate Release Contact: Media Relations: Jon Sandberg 860-403-5066 Investor Relations: Peter A. Hofmann 860-403-7100 The Phoenix Companies, Inc. Prices Equity Units Offer HARTFORD, Conn. - December 16, 2002 - The Phoenix Companies, Inc. (NYSE: PNX) today announced that it had priced an offering of $150 million of equity units, increased from the original $130 million. This offering consists of 6 million equity units, each with a stated amount of $25. The offering will increase to approximately 6.9 million equity units if the underwriters exercise their overallotment option in full. Each equity unit includes a purchase contract under which the buyer will agree to purchase shares of Phoenix's common stock on February 16, 2006. Each equity unit also contains a subordinated note due 2008 with a face amount of $25. Phoenix will use $125 million of the net proceeds of this offering to repay outstanding indebtedness under its credit facility and will use any remaining proceeds for general corporate purposes. The joint book-running managers of the offering are Merrill Lynch & Co. and Morgan Stanley. Copies of the prospectus supplement relating to this offering may be obtained from the lead underwriters: Merrill Lynch & Co., Prospectus Department, 4 World Financial Center, New York, New York 10080, and Morgan Stanley, Prospectus Department, 1585 Broadway, New York, New York 10036. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any such sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Phoenix Companies, Inc. is a leading provider of wealth management products and services to individuals and institutions. Through a variety of advisors and financial services firms, Phoenix helps the affluent and high net worth market accumulate, preserve and transfer their wealth with an innovative portfolio of life insurance, annuity and investment management products and services. Phoenix has corporate offices in Hartford, Connecticut. ### EX-99.2 4 y67188exv99w2.txt NEWS RELEASE Exhibit 99.2 [PHOENIX LOGO] The Phoenix Companies, Inc. N E W S R E L E A S E One American Row PO Box 5056 Hartford CT 06102-5056 www.phoenixwm.com ----------------------- For: Immediate Release Contact: Media Relations: Alice S. Ericson 860-403-5946 Investor Relations: Peter A. Hofmann 860-403-7100 PHOENIX ANNOUNCES ACTIONS IN SUPPORT OF KEY PRIORITIES, PRODUCING $30 MILLION IN EXPECTED COST SAVINGS; OTHER ACTIONS TO COME ---------------------------------------------------------------------- COMPLETES EQUITY UNIT OFFERING TODAY ------------------------------------ HARTFORD, Conn., December. 20, 2002 - The Phoenix Companies, Inc. (NYSE: PNX) today announced a number of actions designed to deliver long-term shareholder value. Today's steps are expected to lower annualized expenses by approximately $30 million by year-end 2003, reduce approximately 5 percent of the existing employee base by the end of the second quarter of 2003, and further tighten the company's focus on the wealth management market. Phoenix also reaffirmed that it intends to announce in January a comprehensive strategic plan covering additional actions and cost savings. "We are taking these immediate actions to support our four key priorities, as we also work to complete our longer-term comprehensive business and financial plan. This is only the first step in our ongoing effort to improve performance," said Dona D. Young, president, chief operating officer and chief executive officer-elect. The company's key priorities are: o Intensifying its focus on wealth management products and services; o Lowering expenses and improving operating margins; o Improving capital and expense allocation initiatives; and o Redesigning compensation and benefits based on company and individual performance metrics. -more- Phoenix Announces Cost Saving Actions ... 2 "We are acting with a clear sense of urgency and responsibility. We believe that our near-term actions will have a meaningful cumulative effect and that longer-term initiatives will phase in over time. We will measure our own performance based on our ability to deliver consistent, quality earnings and profitable growth," said Mrs. Young. "Position eliminations are never easy. However, it is something we must do to help drive profitable growth, which ultimately will enable Phoenix to continue to be a stable employer." The company said these actions are in addition to its previously announced initiatives for 2002 that are expected to produce annualized savings of $29 million. The cost savings announced today will be partially offset by an expected increase in employee benefit expenses of approximately $14 million, due primarily to the decline in the equity markets and resulting changes in assumptions in the company's post-retirement plans. At the same time the company is reducing expenses, it is also directing resources to areas core to current and future growth, such as strategic investments in technology to support distribution relationships. Phoenix expects to incur a non-operating after-tax charge of $3 million in the fourth quarter of 2002 relating to these position eliminations. The company will offer affected employees competitive severance packages. Among the actions announced today: o Phoenix will close certain of its international operations and exit a number of international investments by the second quarter of 2003, for estimated annualized savings of $5 million. This does not include the company's investment in Aberdeen Asset Management, PLC. o Phoenix is developing a comprehensive strategic facilities plan and executing it in several phases, beginning with the sale of its offsite meeting facility and exiting certain leased spaces. Initial steps will be completed by the end of the second quarter of 2003 and are expected to result in $1 million of estimated annualized savings. o Phoenix expects to achieve $5.8 million in estimated annualized savings by adjusting the size of its distribution force in annuities and investment management to reflect the current market environment. The company also expects to achieve $3.2 million in estimated annualized savings by continuing to restructure its information technology operations to gain efficiencies. o Phoenix expects to realize further estimated annualized savings of $15 million through general operational expense reductions. Also today, Phoenix completed a previously announced offering of 6.0 million equity units for $150 million, increased from $130 million. The majority of the net proceeds from the offering - $125 million - will be used to pay down bank debt. The balance will be used for general corporate purposes. - more - Phoenix Announces Cost Saving Actions ... 3 The Phoenix Companies, Inc. is a leading provider of wealth management products and services to individuals and institutions. Through a variety of advisors and financial services firms, Phoenix helps the affluent and high net worth accumulate, preserve and transfer their wealth with an innovative portfolio of life insurance, annuity and investment management products and services. Phoenix has corporate offices in Hartford, Conn. Forward Looking Statement This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company intends these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These include statements relating to trends in, or representing management's beliefs about, the company's future strategies, operations and financial results, as well as other statements including words such as "anticipate", "believe," "plan," "estimate," "expect," "intend," "may," "should" and other similar expressions. Forward-looking statements are made based upon management's current expectations and beliefs concerning trends and future developments and their potential effects on the company. They are not guarantees of future performance. Actual results may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others: (i) changes in general economic conditions, including changes in interest and currency exchange rates and the performance of financial markets; (ii) heightened competition, including with respect to pricing, entry of new competitors and the development of new products and services by new and existing competitors; (iii) the company's primary reliance, as a holding company, on dividends from its subsidiaries to meet debt payment obligations, particularly since the company's insurance subsidiaries' ability to pay dividends is subject to regulatory restrictions; (iv) regulatory, accounting or tax changes that may affect the cost of, or demand for, the products or services of the company's subsidiaries; (v) downgrades in the claims paying ability or financial strength ratings of the company's subsidiaries or in its credit ratings; (vi) discrepancies between actual claims experience and assumptions used in setting prices for the products of insurance subsidiaries and establishing the liabilities of such subsidiaries for future policy benefits and claims relating to such products; (vii) movements in the equity markets that affect our investment results, including those from venture capital, the fees we earn from assets under management and the demand for our variable products; (viii) the company's success in achieving planned expense reductions; and (ix) other risks and uncertainties described in any of the company's filings with the Securities and Exchange Commission. The company undertakes no obligation to update or revise publicly any forward-looking statement, whether as a result of new information, future events or otherwise. ### -----END PRIVACY-ENHANCED MESSAGE-----