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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
THE MONY GROUP INC.
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(Exact name of registrant as specified in its Charter)
Delaware 13-3976138
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1740 Broadway
New York, New York 10019
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(Address of principal (Zip Code)
executive offices)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), check the following box. [x]
If this form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-63835 (if applicable).
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class to be so Name of each exchange on which
registered each class is to be registered
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Preferred Stock Purchase Rights, New York Stock Exchange, Inc.
par value $0.01 per share
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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The Board of Directors of The MONY Group Inc. (the "Company") will
declare a dividend of one preferred share purchase right (a "Right") for each
outstanding share of common stock, par value $0.01 per share (the "Common
Shares"), of the Company. The dividend will be payable on a date to be
established by the Board of Directors (the "Record Date") to the stockholders of
record on that date. Each Right entitles the registered holder to purchase from
the Company one one-thousandth of a share of Series A Junior Participating
Preferred Stock of the Company, par value $0.01 per share (the "Preferred
Shares"), at a price to be determined by the Board of Directors (the "Purchase
Price"), subject to adjustment. The description and terms of the Rights are set
forth in a Rights Agreement (the "Rights Agreement") between the Company and
First Chicago Trust Company of New York as Rights Agent (the "Rights Agent").
Initially, the Rights will be attached to all Common Share
certificates and no separate Rights certificates will be issued. Separate
certificates evidencing the Rights ("Right Certificates") will be mailed to
holders of record of the Common Shares as of the close of business on the
earlier to occur of (i) a public announcement that a person or group of
affiliated or associated persons (an "Acquiring Person") have acquired
beneficial ownership of 15% or more of the outstanding Common Shares or such
earlier date as the Board of Directors shall become aware of the existence of an
Acquiring Person or (ii) such date as may be determined by action of the Board
of Directors of the Company following the commencement of, or announcement of an
intention to make, a tender offer or exchange offer the consummation of which
would result in the beneficial ownership by a person or group of 15% or more of
the outstanding Common Shares (the earlier of such dates being the "Distribution
Date"). Prior to the time that a person would otherwise become an Acquiring
Person, however, the Board of Directors of the Company may determine that such
person shall not be an Acquiring Person for purposes of the Rights Agreement.
The Rights Agreement provides that, until the Distribution Date (or
earlier redemption or expiration of the Rights), (i) the Rights will be
transferred with and only with the Common Shares, (ii) new Common Share
certificates issued after the Record Date upon transfer or new issuance of
Common Shares will contain a notation incorporating the Rights Agreement by
reference and (iii) the surrender for transfer of any certificates for Common
Shares outstanding as of the Record Date will also constitute the transfer of
the Rights associated with the Common Shares represented by such certificate.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on the date which is ten years following the issuance of the
Rights (the "Expiration Date"), unless the Expiration Date is extended or unless
the Rights are earlier redeemed or exchanged by the Company, in each case, as
described below.
If a person or group becomes an Acquiring Person, each holder of a
Right will thereafter have the right to receive, upon exercise, Common Shares
(or, in certain circumstances, Preferred Shares or other similar securities of
the Company) having a
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value equal to two times the exercise price of the Right. Notwithstanding any of
the foregoing, following the existence of an Acquiring Person, all Rights that
are, or (under certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person will be null and void.
In the event that the Company is acquired in a merger or other
business combination transaction or 50% or more of its consolidated assets or
earning power are sold after a person or group has become an Acquiring Person,
proper provision will be made so that each holder of a Right will thereafter
have the right to receive, upon the exercise thereof at the then current
exercise price of the Right, that number of shares of common stock of the
acquiring company which at the time of such transaction will have a market value
of two times the exercise price of the Right.
At any time after any person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or more of the
outstanding Common Shares, the Board of Directors of the Company may exchange
the Rights (other than Rights owned by such person or group which will have
become void), in whole or in part, at an exchange ratio of one Common Share per
Right (subject to adjustment).
At any time prior to the existence of an Acquiring Person, the Board
of Directors of the Company may redeem the Rights, in whole but not in part, at
a price of $0.01 per Right (the "Redemption Price"). The redemption of the
Rights may be made effective at such time on such basis with such conditions as
the Board of Directors, in its sole discretion, may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
The terms of the Rights may be amended by the Board of Directors of
the Company without the consent of the holders of the Rights, except that from
and after the existence of an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights (other than the Acquiring
Person).
The number of outstanding Rights and the number of one
one-thousandths of a Preferred Share issuable upon exercise of each Right are
subject to adjustment under certain circumstances.
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Until a Right is exercised, the holder thereof, as such, will have
no rights as a stockholder of the Company, including, without limitation, the
right to vote or to receive dividends.
The form of Rights Agreement is incorporated by reference
herein. A copy of the Rights Agreement is available, free of charge, from the
Company to any stockholder of the Company. This summary description of the
Rights does not purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, which is hereby incorporated herein by
reference.
Upon the determination of the Purchase Price and Record Date, the
Company shall amend this Form 8-A to include such information.
Item 2. Exhibits.
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Exhibit No. Description
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1 Form of Rights Agreement between The MONY Group Inc. and
First Chicago Trust Company of New York, as Rights
Agent. The Rights Agreement includes the Form of Rights
Certificate as Exhibit A, and the Summary of Rights as
Exhibit B (incorporated by reference to Exhibit 10.37 to
the Company's Registration Statement on Form S-1,
Registration No. 333-63835).
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Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereto duly authorized.
THE MONY GROUP INC.
By: /s/Richard E. Mulroy, Jr.
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Name: Richard E. Mulroy, Jr.
Title: Senior Vice President and
General Counsel
Date: November 6, 1998
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