-----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, KX4Pfu1AjVdQIJVRF5U3DWARc/o5y96FL3BRd7FAPDaCEQQQlt38HHjnq8xWsbwW InY91ZGZuq2bcl3MPG5xig== 0000903423-04-000538.txt : 20040507 0000903423-04-000538.hdr.sgml : 20040507 20040507172737 ACCESSION NUMBER: 0000903423-04-000538 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20040507 GROUP MEMBERS: DEUTSCHE BANK SECURITIES INC. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: DEUTSCHE BANK AG\ CENTRAL INDEX KEY: 0000948046 IRS NUMBER: 13294498 STATE OF INCORPORATION: I8 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: TAUNUSANLAGE 12 D-60325 CITY: FRANKFURT AM MAIN GE STATE: I8 MAIL ADDRESS: STREET 1: TAUNUSANLAGE 12 D-60325 CITY: FRANKFURT AM MAIN STATE: I8 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-54979 FILM NUMBER: 04790296 BUSINESS ADDRESS: STREET 1: 1740 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2127082000 SC 13D 1 deutsche-mony13d.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 THE MONY GROUP INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 615337 10 2 (CUSIP Number) Jeffrey A. Ruiz Deutsche Bank AG c/o Deutsche Bank Securities Inc. 60 Wall Street New York, NY 10005 (212) 250-3667 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 20, 2004 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. |_| Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). - -------------------------------------------------------------------------------- CUSIP No. 615337 10 2 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deutsche Bank AG 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Germany 7 SOLE VOTING POWER See Item 5. NUMBER OF SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON See Item 5. WITH 9 SOLE DISPOSITIVE POWER See Item 5. 10 SHARED DISPOSITIVE POWER See Item 5. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5. 14 TYPE OF REPORTING PERSON* BK *SEE INSTRUCTIONS BEFORE FILLING OUT! - -------------------------------------------------------------------------------- CUSIP No. 615337 10 2 13D - -------------------------------------------------------------------------------- 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Deutsche Bank Securities Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] 3 SEC USE ONLY 4 SOURCE OF FUNDS* WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER See Item 5. NUMBER OF SHARES BENEFICIALLY OWNED BY 8 SHARED VOTING POWER EACH REPORTING PERSON See Item 5. WITH 9 SOLE DISPOSITIVE POWER See Item 5. 10 SHARED DISPOSITIVE POWER See Item 5. 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON See Item 5. 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) See Item 5. 14 TYPE OF REPORTING PERSON* BD *SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Statement on Schedule 13D (the "Statement") relates to the Common Stock, $0.01 par value (the "Shares"), of the MONY Group, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 1740 Broadway New York, New York 10019. Item 2. Identity and Background. This Statement is being filed by Deutsche Bank Securities Inc. ("DBSI") and Deutsche Bank AG ("Deutsche Bank", together with DBSI, the "Reporting Persons" and each, a "Reporting Person"). A joint filing agreement has been filed as Exhibit 1 to this Statement pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). DBSI is a corporation organized under the laws of Delaware, and is a wholly-owned subsidiary of DB US Financial Markets Holding Corporation ("DBUSFM"). DBUSFM is a wholly-owned subsidiary of Deutsche Bank Americas Holding Corporation, a wholly-owned subsidiary of Taunus Corporation, which in turn is a wholly-owned subsidiary of Deutsche Bank. Deutsche Bank is organized under the laws of the Federal Republic of Germany. The securities acquired by Deutsche Bank covered by this Statement were acquired through the London Branch of Deutsche Bank, which is licensed by the United Kingdom banking authority. The address of the principal place of business of Deutsche Bank is Taunusanlage 12, 60325 Frankfurt, Federal Republic of Germany. The address of the principal office of DBSI is 60 Wall Street, New York, New York 10005. The principal business of Deutsche Bank is the provision of financial and related services. Deutsche Bank is the largest private banking institution in the Federal Republic of Germany and is the parent company of a group consisting of banks, capital market and fund management companies, mortgage banks and property finance companies, installment financing and leasing companies, insurance companies, research and consultancy companies and other companies. DBSI is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the National Association of Securities Dealers, Securities Investor Protection Corporation, New York Stock Exchange and a number of other securities self-regulatory organizations. In addition, DBSI is registered with the Commodity Futures Trading Commission as a futures commission merchant and is a member of the National Futures Association, Chicago Mercantile Exchange and several other futures self-regulatory organizations. DBSI is headquartered in New York City and offers a full range of broker-dealer services, including sales and trading expertise in equity and fixed income securities, derivatives and structured products, portfolio trading, prime brokerage services, and research. DBSI also assists investment banking clients with public and private offerings in the equity and debt capital markets, and provides advisory services in strategic areas such as mergers, acquisitions, and corporate restructurings. In addition, in accordance with Securities and Exchange Commission Release No. 34-39538 (January 12, 1998), this Statement reflects the securities beneficially owned by the Corporate and Investment Banking business group and the Corporate Investments business group (collectively, "CIB") of Deutsche Bank and its subsidiaries and affiliates. This filing does not reflect securities, if any, beneficially owned by any other business group of Deutsche Bank. Consistent with Rule 13d-4 under the Exchange Act, this filing shall not be construed as an admission that CIB is, for purposes of Section 13(d) under the Exchange Act, the beneficial owner of any securities covered by the filing. Furthermore, CIB disclaims beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which CIB or its employees have voting or investment discretion, or both, and (ii) certain investment entities, of which CIB is the general partner, managing general partner, or other manager, to the extent interests in such entities are held by persons other than CIB. Set forth on Schedules A-1 and A-2 to this Statement, and incorporated herein by reference, are lists of the executive officers and directors of the Reporting Persons that contain the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name and business address of each corporation or organization in which each such employment is conducted; and (iv) citizenship. During the last five years, none of the Reporting Persons and, to the best knowledge of the Reporting Persons, none of the persons named on Schedules A-1 and A-2 to this Statement has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds. As of February 20, 2004, Deutsche Bank directly held 2,793,492 Shares. The aggregate consideration (exclusive of commissions) paid by Deutsche Bank for the acquisition of the Shares was $75,883,367.50. As of February 20, 2004, DBSI directly held 14,424 Shares and 6,700 options, which options were at the time immediately exercisable into 100 Shares each (each such option to acquire 100 Shares, an "Option"). The aggregate consideration (exclusive of commissions) paid by DBSI for the Shares was $460,991.04 and for the Options was $9,835.00. The funds used by the Reporting Persons to make these acquisitions, and the acquisitions described in Schedule B to this Statement, came from working capital. Item 4. Purpose of the Transaction. Deutsche Bank acquired 1,193,492 Shares in the ordinary course as part of its proprietary trading activities or on behalf of managed accounts and 1,600,000 Shares as part of risk arbitrage trading strategies in connection with the proposed merger by AXA Financial, Inc., AIMA Acquisition Co. and the Company, providing for the acquisition of the Company by AXA Financial, Inc. (the "Acquisition"). DBSI acquired all of its Shares and 1,700 Options in the ordinary course as part of its proprietary trading activities and 5,000 Options as part of risk arbitage trading strategies in connection with the Acquisition. A shareholder meeting for holders of the Shares has been announced for May 18, 2004 to vote on the proposed merger (the "Shareholder Meeting"). Each of the Reporting Persons intends to optimize the value of its investments and, therefore, will review from time to time the Company's business affairs and financial position. Based on such evaluation and review, as well as general economic and industry conditions existing at the time, each of the Reporting Persons may consider from time to time various alternative courses of action. Such actions may include the acquisition of additional Shares or other securities through open market purchases, privately negotiated transactions or otherwise. Alternatively, such actions may involve the sale of all or a portion of the Shares or other securities in the open market, in privately negotiated transactions or otherwise. Such actions may also involve voting any Shares at the Shareholder Meeting. Except as set forth in this Item 4, the Reporting Persons have no present plans or proposals that relate to, or would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act. Item 5. Interest in Securities of the Issuer. (a-b) On each of February 20, 2004 and May 6, 2004, each of the Reporting Persons directly and beneficially owned the number of Shares (including through the ownership of Options) and the percentage of the Shares outstanding in the table below:
-------------------------------------- -- ------------------------------------ As of February 20, 2004: As of May 6, 2004: Shares* Percentage** Shares Percentage** -------------- ----------------- -------------------- --------------- -------------------- Deutsche Bank 2,793,492 5.5% 3,833,164 7.6% -------------- ----------------- -------------------- --------------- -------------------- DBSI 684,424 1.4% 571,944 1.1% -------------- ----------------- -------------------- --------------- --------------------
* The number of shares beneficially owned by DBSI as of February 20, 2004 consists of 14,424 Shares and 670,000 Shares underlying 6,700 Options. ** The percentage of the Shares outstanding as of February 20, 2004, is based upon the number of Shares outstanding on January 2, 2004 and the percentage of the Shares outstanding as of May 6, 2004, is based upon the number of Shares outstanding on March 8, 2004. Deutsche Bank, as the parent of DBSI, may be deemed to share voting and dispositive power with respect to the Shares beneficially owned by DBSI. Accordingly, as of February 20, 2004, Deutsche Bank may be deemed to have beneficially owned an aggregate of 3,477,916 Shares, representing 6.9% of the outstanding Shares, and as of May 6, 2004, Deutsche Bank may be deemed to beneficially own an aggregate of 4,405,108 Shares, representing 8.8% of the outstanding Shares. To the best knowledge of the Reporting Person, and except as described in this Statement, neither the Reporting Persons nor any of the persons listed on Schedules A1 and A2 to this Statement beneficially own any securities of the Company. (c) Schedule B to this Statement, which is incorporated herein by reference, sets forth the transactions in the Shares effected by each of the Reporting Persons during the period from December 22, 2003 through May 6, 2004. To the best knowledge of the Reporting Persons, and except as described in Schedule B to this Statement, neither the Reporting Persons nor any Person named in Schedules A-1 and A-2 to this Statement has effected any transaction in the Shares since December 22, 2003. The transactions set forth in Schedule B to this Statement were effected on the New York Stock Exchange and/or the OTC market. (d) No other person is known by the Reporting Persons to have the right to receive or power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares beneficially owned by the Reporting Persons. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Not applicable. Item 7. Material to be filed as Exhibits. Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: May 7, 2004 DEUTSCHE BANK AG By: /s/ Jeffrey A. Ruiz ----------------------- Name: Jeffrey A. Ruiz Title: Vice President DEUTSCHE BANK SECURITIES INC. By: /s/ John Rioux ----------------------- Name: John Rioux Title: Managing Director By: /s/ Christopher J. Mahon ----------------------- Name: Christopher J. Mahon Title: Managing Director EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D, dated May 7, 2004, with respect to the common stock, par value $.01 per share, of the MONY Group Inc. (the "Statement") is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Agreement shall be included as an Exhibit to the Statement. Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the 7th day of May, 2004. DEUTSCHE BANK AG By: /s/ Jeffrey A. Ruiz ------------------------------ Name: Jeffrey A. Ruiz Title: Vice President DEUTSCHE BANK SECURITIES INC. By: /s/ John Rioux ------------------------------ Name: John Rioux Title: Managing Director By: /s/ Christopher J. Mahon ------------------------------ Name: Christopher J. Mahon Title: Managing Director SCHEDULE A-1 EXECUTIVE OFFICERS OF DEUTSCHE BANK AG The following sets forth the name, business address, present principal occupation and citizenship of each executive officer of Deutsche Bank. The business address of Deutsche Bank is Taunusanlage 12, 60325 Frankfurt, Federal Republic of Germany.
Name Business Address Title Citizenship - -------------------------- ------------------------- -------------------------------------- ---------------- Dr. Josef Ackermann Deutsche Bank AG Chairman of the Group Executive Swiss Taunusanlage 12 Committee and Member of the Board of 60325 Frankfurt Managing Directors, Deutsche Bank AG The Federal Republic of Germany Dr. Tessen von Heydebreck Deutsche Bank AG Member of the Board of Managing German Taunusanlage 12 Directors, Deutsche Bank AG 60325 Frankfurt The Federal Republic of Germany Dr. Hermann-Josef Lamberti Deutsche Bank AG Member of the Board of Managing German Taunusanlage 12 Directors, Deutsche Bank AG 60325 Frankfurt The Federal Republic of Germany Dr. Clemens Borsig Deutsche Bank AG Member of the Board of Managing German Taunusanlage 12 Directors, Deutsche Bank AG 60325 Frankfurt The Federal Republic of Germany
SCHEDULE A-2 EXECUTIVE OFFICERS AND DIRECTORS OF DEUTSCHE BANK SECURITIES INC. The following sets forth the name, business address, present principal occupation and citizenship of each director and executive officer of DBSI. The business address of DBSI is 60 Wall Street, New York, New York 10005.
Name Business Address Title Citizenship - ------------------------ --------------------- ------------------------------- ----------- Michael Colon 280 Park Avenue, New Business Management and Chief United York, NY 10017 Operating Officer, Deutsche Bank States Securities, Inc. Marc Pfeffer 60 Wall Street Global Co-head of United New York, NY 10005 Collateralization, Deutsche Bank States Securities, Inc. Charles von Arentschildt 60 Wall Street President and Chief Executive United New York, NY 10005 Officer, Deutsche Bank Securities, States Inc. Seth H. Waugh 60 Wall Street Chairman, Deutsche Bank Securities, United New York, NY 10005 Inc. States Richard W. Ferguson 60 Wall Street Managing Director and Treasurer, United New York, NY 10005 Deutsche Bank Securities, Inc. States Michael Kiernan 1251 Avenue of the Managing Director and Chief United Americas, New York, NY Operations Officer, Deutsche Bank States 10020 Securities, Inc. Christopher J. Mahon 60 Wall Street Managing Director and Co-Chief United New York, NY 10005 Compliance Officer, Deutsche Bank States Securities, Inc. John J. Rioux 60 Wall Street Managing Director and Co-Chief United New York, NY 10005 Compliance Officer, Deutsche Bank States Securities, Inc. Robert M. Broughton 60 Wall Street Director and Chief Financial United New York, NY 10005 Officer, Deutsche Bank Securities, States Inc. Greg Eickbush 60 Wall Street Director and Chief Operating United New York, NY 10005 Officer, Deutsche Bank Securities, States Inc.
Schedule B DEUTSCHE BANK AG Number of Date Buy/Sell Shares Price Per Share ------------- ------------ ---------- ----------------- 29-Dec-03 Buy 100 31.66 29-Dec-03 Buy 500 31.7 29-Dec-03 Buy 900 31.65 30-Dec-03 Buy 200 31.68 30-Dec-03 Buy 100 31.67 31-Dec-03 Buy 500 31.31 31-Dec-03 Buy 500 31.34 31-Dec-03 Buy 500 31.33 31-Dec-03 Buy 300 31.45 12-Jan-04 Buy 100 31.35 12-Jan-04 Buy 300 31.36 12-Jan-04 Buy 300 31.38 12-Jan-04 Buy 400 31.33 12-Jan-04 Buy 700 31.34 13-Jan-04 Buy 700 31.36 13-Jan-04 Buy 300 31.4 13-Jan-04 Buy 300 31.41 13-Jan-04 Buy 300 31.32 14-Jan-04 Buy 1200 31.41 14-Jan-04 Buy 500 31.45 14-Jan-04 Buy 500 31.43 14-Jan-04 Sell 1900 31.5 23-Jan-04 Sell 17710 31.66 23-Jan-04 Buy 17710 31.66 19-Feb-04 Buy 1200000 31.376 19-Feb-04 Buy 400000 31.166 20-Feb-04 Buy 240000 31.108 20-Feb-04 Buy 4658 31.41 23-Feb-04 Buy 240000 31.108 3-Mar-04 Buy 4194 31.59 9-Mar-04 Buy 450000 30 16-Mar-04 Buy 15000 31.639 20-Apr-04 Buy 2489 30.97 3-May-04 Buy 1818 30.95 3-May-04 Buy 6882 30.95 6-May-04 Buy 5099 30.96 DEUTSCHE BANK SECURITIES INC. Number of Date Buy/Sell Shares Price Per Share ------------- ------------ ---------- ----------------- 7-Jan-04 Buy 600 31.25 7-Jan-04 Buy 6600 31.24 7-Jan-04 Buy 6000 31.25 9-Jan-04 Buy 200 31.34 9-Jan-04 Buy 200 31.39 9-Jan-04 Buy 13300 31.35 9-Jan-04 Buy 36300 31.4 14-Jan-04 Sell 50000 31.42 15-Jan-04 Sell 25000 31.49 15-Jan-04 Sell 5000 30 16-Jan-04 Sell 240000 30 16-Jan-04 Sell 156800 30 23-Jan-04 Buy 3200 31.77 28-Jan-04 Buy 5000 31.6 2-Feb-04 Sell 15000 31.66 3-Feb-04 Sell 400 31.71 3-Feb-04 Sell 800 31.7 3-Feb-04 Sell 13800 31.66 20-Feb-04 Buy 250000 30 20-Feb-04 Sell 3200 30 19-Mar-04 Buy 250000 30 19-Mar-04 Buy 170000 30 16-Apr-04 Buy 100000 30 -----END PRIVACY-ENHANCED MESSAGE-----