-----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, S2sbZZrL35+5FyhpQnJQF2GMIm+exK1pYCB4HfffGqQ5WXkG31fZq2EQ2EB39E6Y 783Vnw+YPYB9RBvRMnVIcg== 0001209191-10-041742.txt : 20100809 0001209191-10-041742.hdr.sgml : 20100809 20100809170602 ACCESSION NUMBER: 0001209191-10-041742 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100805 FILED AS OF DATE: 20100809 DATE AS OF CHANGE: 20100809 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VIRTUS INVESTMENT PARTNERS, INC. CENTRAL INDEX KEY: 0000883237 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 954191764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 PEARL STREET STREET 2: 9TH FLOOR CITY: HARTFORD STATE: CT ZIP: 06103 BUSINESS PHONE: 860-403-5000 MAIL ADDRESS: STREET 1: 100 PEARL STREET STREET 2: 9TH FLOOR CITY: HARTFORD STATE: CT ZIP: 06103 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX INVESTMENT PARTNERS LTD/CT DATE OF NAME CHANGE: 19990312 FORMER COMPANY: FORMER CONFORMED NAME: PHOENIX DUFF & PHELPS CORP DATE OF NAME CHANGE: 19951117 FORMER COMPANY: FORMER CONFORMED NAME: DUFF & PHELPS CORP DATE OF NAME CHANGE: 19930328 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARRIS BANKCORP INC CENTRAL INDEX KEY: 0000045729 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10994 FILM NUMBER: 101002396 BUSINESS ADDRESS: STREET 1: 111 W MONROE ST STREET 2: PO BOX 755 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 3124612121 MAIL ADDRESS: STREET 1: 111 W MONROE ST STREET 2: PO BOX 755 CITY: CHICAGO STATE: IL ZIP: 60603 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BANK OF MONTREAL /CAN/ CENTRAL INDEX KEY: 0000927971 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL BANKS, NEC [6029] FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10994 FILM NUMBER: 101002398 BUSINESS ADDRESS: STREET 1: 1 FIRST CANADIAN PLACE STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: M5X 1A1 BUSINESS PHONE: 4168677191 MAIL ADDRESS: STREET 1: FIRST CANADIAN PLACE STREET 2: TORONTO CITY: ONTARIO CANADA STATE: A6 ZIP: M5X 1A1 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HARRIS FINANCIAL CORP CENTRAL INDEX KEY: 0000934729 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10994 FILM NUMBER: 101002397 BUSINESS ADDRESS: STREET 1: 111 WEST MONROE STREET STREET 2: P O BOX 755 CITY: CHICAGO STATE: IL ZIP: 60690 BUSINESS PHONE: 3124615592 MAIL ADDRESS: STREET 1: 111 WEST MONROE ST STREET 2: FLOOR 21E CITY: CHICAGO STATE: IL ZIP: 60603 FORMER NAME: FORMER CONFORMED NAME: BANKMONT FINANCIAL CO DATE OF NAME CHANGE: 20010214 FORMER NAME: FORMER CONFORMED NAME: BANKMONT FINANCIAL INC DATE OF NAME CHANGE: 19941228 4 1 c04647_4x0.xml MAIN DOCUMENT DESCRIPTION X0303 4 2010-08-05 0000883237 VIRTUS INVESTMENT PARTNERS, INC. VRTS 0000927971 BANK OF MONTREAL /CAN/ 100 KING STREET WEST, 1 FIRST CANADIAN PLACE TORONTO A6 M5X 1A1 ONTARIO, CANADA 0 0 1 0 0000934729 HARRIS FINANCIAL CORP 111 W. MONROE STREET CHICAGO IL 60603 0 0 1 0 0000045729 HARRIS BANKCORP INC 111 W. MONROE STREET CHICAGO IL 60603 0 0 1 0 Common Stock 2010-08-05 4 C 0 378446 A 378480 I See footnotes Series B Voting Convertible Preferred Stock 2010-08-05 4 C 0 9783 D Common Stock 378446 35217 I See footnote Put Right (right to sell) 2010-08-05 4 J 0 9783 D Series B Voting Convertible Preferred Stock 9783 0 I See footnote Call Option (obligation to sell) 2010-08-05 4 J 0 9783 D Series B Voting Convertible Preferred Stock 9783 0 I See footnote On August 5, 2010, Harris Bankcorp, Inc. ("Harris," a wholly-owned subsidiary of Harris Financial Corp.) exercised its right to convert 9,783 shares of Series B Voting Convertible Preferred Stock ("Series B Preferred Stock") of Virtus Investment Partners, Inc. (the "Issuer") and an amount equal to any accumulated and unpaid dividends on such Series B Preferred Stock into 378,446 shares of common stock of the Issuer (the "Conversion"). 34 shares of common stock of the Issuer are held in a bona fide fiduciary capacity in certain trust or investment accounts for the account of third parties and are beneficially owned indirectly by Bank of Montreal, Harris Financial Corp. (a wholly-owned subsidiary of Bank of Montreal) and Harris, and directly by Harris N.A. (a wholly-owned subsidiary of Harris). This number does not include 2,684 shares of common stock of the Issuer held by sub-advisors of Harris myCFO Investment Advisory Services, LLC ("myCFO," a wholly-owned subsidiary of Harris Financial Corp.) in the name of clients of myCFO. Harris is the direct beneficial owner of the shares of common stock acquired through the Conversion and Bank of Montreal and Harris Financial Corp. are the indirect owners of such securities. All information regarding the remaining 35,217 shares of Series B Preferred Stock owned by Harris is as set forth in our Form 3 filed on January, 12, 2009. This amount represents the shares of common stock that were received through the Conversion. The remaining 35,217 shares of Series B Preferred stock owned by Harris, if converted into common stock at the current conversion rate of 38.3139 shares of common stock per each share of Series B Preferred Stock, would be converted into 1,349,300 shares of common stock. Harris is the direct beneficial owner of each of the Series B Preferred Stock and Bank of Montreal and Harris Financial Corp. are the indirect owners of such securities. Pursuant to an Investment and Contribution Agreement (the "Investment Agreement"), dated October 30, 2008, by and among Phoenix Investment Management Company, the Issuer, Harris and Phoenix Companies, Inc., Harris had a put right, pursuant to which the Issuer, at any time on or after the three-year anniversary of October 31, 2008, would have been required to purchase 9,783 shares of Series B Preferred Stock from Harris. Through the Conversion, Harris converted the 9,783 shares of Series B Preferred Stock to which this put option applied into common stock. Because these shares of Series B Preferred Stock have been converted, the put option has been extinguished pursuant to the terms of the Investment Agreement. Pursuant to the Investment Agreement, the Issuer had a call option, pursuant to which, at any time after October 31, 2008 and prior to any exercise by Harris of its put right, it could have purchased from Harris 9,783 shares of Series B Preferred Stock on not less than five days' notice from the Issuer to Harris. Through the Conversion, Harris converted the 9,783 shares of Series B Preferred Stock to which this call option applied into common stock. Because these shares of Series B Preferred Stock have been converted, the call option has been extinguished pursuant to the terms of the Investment Agreement. /s/ Blair Morrison, Senior Vice President, Deputy General Counsel, Corporate Affairs and Corporate Secretary, Bank of Montreal 2010-08-09 /s/ Karen Eastburn, Assistant Corporate Secretary, Bank of Montreal 2010-08-09 /s/ Pamela C. Piarowski, Senior Vice President, Harris Financial Corp. 2010-08-09 /s/ Pamela C. Piarowski, Senior Vice President, Harris Bankcorp, Inc. 2010-08-09 -----END PRIVACY-ENHANCED MESSAGE-----