pnx_8k.htm

0001354488-12-005057.txt : 20120926 0001354488-12-005057.hdr.sgml : 20120926 20120926170725 ACCESSION NUMBER: 0001354488-12-005057 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120920 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120926 DATE AS OF CHANGE: 20120926 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: 121111501 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: 061025056 8-K 1 pnx_8k.htm CURRENT REPORT pnx_8k.htm

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 (Date of earliest event reported): September 20, 2012

The Phoenix Companies, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-16517	06-1599088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One American Row, Hartford, CT		06102-5056
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (860) 403-5000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

The Phoenix Companies, Inc. is undertaking capital management actions that combine debt and share repurchases designed to enhance the Company’s financial position while continuing to maintain a prudent capital cushion. Together, these actions are expected to reduce the Company’s leverage while increasing book value per share, earnings per share and return on equity.

Stock Repurchase Program

On September 20, 2012, the Board of Directors (the “Board”) of The Phoenix Companies, Inc. (the “Company”) authorized a program to repurchase up to an aggregate amount of $25,000,000 (not including fees and expenses) of the Company’s outstanding common stock shares. Under the stock repurchase program, purchases may be made from time to time in the open market, in accelerated stock buyback arrangements, in privately negotiated transactions or otherwise, subject to market prices and other conditions. No time limit was placed on the duration of the program, which may be modified, extended or terminated by the Board at any time. The Board also terminated the Company’s existing stock repurchase program, which was announced on January 7, 2002, effective September 20, 2012.

Phoenix Life Surplus Notes

Phoenix Life Insurance Company, a wholly owned subsidiary of the Company and a New York-domiciled insurance company (“Phoenix Life”), has outstanding $175,000,000 principal amount of 7.15% Surplus Notes due 2034 (the “Surplus Notes”). At a meeting of the Board of Directors of Phoenix Life (the “Phoenix Life Board”) held on September 20, 2012, the Phoenix Life Board determined that to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption, Phoenix Life may, from time to time, purchase up to $50,000,000 principal amount of the Surplus Notes for cash, in open market purchases and/or privately negotiated transactions. Pursuant to such authorization, Phoenix Life repurchased on September 21, 2012 a total of $48,295,000 par amount of the Surplus Notes for the aggregate consideration of $36,221,250.

The news release announcing the foregoing is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Cautionary Statement Regarding Forward-Looking Statements

The foregoing may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to trends in, or representing management’s beliefs about, our future transactions, strategies, operations and financial results, and often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning trends and future developments and their potential effects on us. They are not guarantees of future performance. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, that market and other conditions may not create the appropriate environment to effect a stock repurchase program, some or all of the expected benefits of the stock repurchase program may not be realized or maintained, and our market capitalization, the stock price and the liquidity of our common stock may be negatively impacted by the stock repurchase program. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.phoenixwm.com under “Investor Relations.” You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this report, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

99.1 News Release of The Phoenix Companies, Inc. dated September 26, 2012.

* * * * *

SIGNATURES

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 hereunto duly authorized.


	THE PHOENIX COMPANIES, INC.
Date: September 26, 2012	By:	/s/ Peter A. Hofmann
		Name:	Peter A. Hofmann
		Title:	Senior Executive Vice President and Chief Financial Officer

EX-99.1 2 pnx_ex991.htm PRESS RELEASE pnx_ex991.htm

Contacts:
Media Relations Alice S. Ericson, 860-403-5946 alice.ericson@phoenixwm.com	Investor Relations Naomi Baline Kleinman, 860-403-7100 pnx.ir@phoenixwm.com

The Phoenix Companies, Inc. Announces Capital Management Actions to Reduce Leverage While Enhancing BVPS, EPS and ROE

Hartford, Conn., September 26, 2012 – The Phoenix Companies, Inc. (NYSE: PNX) today announced capital management actions that combine debt and share repurchases and are expected to reduce the company’s leverage while increasing book value per share (BVPS), earnings per share (EPS) and return on equity (ROE).

“As set forth in our strategy, we have been growing capital organically since the beginning of 2010. We determined that the time is right to redeploy some of it now to enhance the company’s financial position while continuing to maintain a prudent capital cushion for adverse events and to support profitable growth,” said James D. Wehr, president and chief executive officer.

On September 21, 2012, Phoenix’s principal operating subsidiary, Phoenix Life Insurance Company, repurchased $48.3 million par amount of its outstanding 7.15% surplus notes due 2034 for aggregate consideration of $36.2 million. The repurchase is expected to reduce Phoenix’s debt-to-total-capital ratio by approximately 2.5 percentage points in the third quarter of 2012 and reduce annual interest expense by approximately $3.5 million, which will enhance EPS and ROE.

In addition, on September 20, 2012, Phoenix’s Board of Directors authorized a program to repurchase outstanding shares of common stock up to an aggregate amount of $25 million. This program is expected to commence in the fourth quarter of 2012 and may include open market purchases, accelerated stock buyback arrangements, and/or privately negotiated transactions.

-more-

The Phoenix Companies, Inc. … 2

ABOUT PHOENIX

The Phoenix Companies, Inc. (NYSE:PNX) is a boutique life insurance and annuity company serving customers’ retirement and protection needs through select independent distributors. Headquartered in Hartford, Connecticut, Phoenix has a history of keeping its promises since 1851. More detailed financial information can be found in Phoenix’s financial supplement for the second quarter of 2012, which is available on Phoenix’s Web site, www.phoenixwm.com, in the Investor Relations section.

FORWARD-LOOKING STATEMENTS

This news release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to trends in, or representing management’s beliefs about, our future transactions, strategies, operations and financial results, and often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning trends and future developments and their potential effects on us. They are not guarantees of future performance. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, that market and other conditions may not create the appropriate environment to effect a stock repurchase program, some or all of the expected benefits of the stock repurchase program may not be realized or maintained, and our market capitalization, the stock price and the liquidity of our common stock may be negatively impacted by the stock repurchase program. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.phoenixwm.com under “Investor Relations.” You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this news release, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized.

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