<PAGE> 1
================================================================================
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) - August 23, 2000
---------------
THE MONY GROUP INC.
(Exact name of registrant as specified in its charter)
DELAWARE 060950444
(State or other jurisdiction of 1-14603 (IRS Employer
Incorporation) (Commission File Number) Identification No.)
1740 Broadway
New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 708-2000
(Registrant's telephone number, including area code)
---------------
N/A
(Former name or address, if changed since last report)
================================================================================
<PAGE> 2
Item 5. Other Events
On August 23, 2000, The MONY Group Inc., a Delaware corporation ("MONY"),
MONY Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of
MONY, and The Advest Group, Inc., a Delaware corporation ("Advest"), entered
into a definitive Agreement and Plan of Merger, dated as of August 23, 2000 (the
"merger agreement"), providing, upon the terms and subject to the conditions
contained in the merger agreement, for the acquisition of Advest by MONY through
the merger of Advest with and into MONY Acquisition Corp., with MONY Acquisition
Corp. being the surviving corporation. Upon consummation of the merger, the
separate corporate existence of Advest will cease, and the existing stockholders
of Advest will receive the consideration to be calculated in accordance with the
terms of the merger agreement. The Agreement and Plan of Merger is attached
hereto as Exhibit 2.1.
The merger agreement provides that the value of the consideration to be
received by Advest shareholders will be fixed five days prior to the transaction
closing date using the 10-day average closing price of MONY's shares at that
time. The consideration to be received with respect to each Advest share will
have a value based on the average closing price of MONY's shares, as follows:
- If the average closing price of MONY's shares is more than $31.50 and
less than or equal to $38.50, the value of the consideration to be
received with respect to each Advest share will be between $29.45
(for the lower average closing price of MONY's shares) and $32.55
(for the higher average closing price of MONY's shares), as
determined in accordance with the merger agreement. At the midpoint
of this range, a $35.00 average closing price of MONY's shares
corresponds to a $31.00 value of the consideration to be received
with respect to each Advest share.
- If the average closing price of MONY's shares is more than $28.00 and
less than or equal to $31.50, the value of the consideration to be
received with respect to each Advest share will be $29.45.
- If the average closing price of MONY's shares is more than $38.50 and
less than or equal to $42.00, the value of the consideration to be
received with respect to each Advest share will be $32.55.
- If the average closing price of MONY's shares is less than or equal to
$28.00, the value of the consideration to be received with respect to
each Advest share will be proportionately less than $29.45, as
determined in accordance with the merger agreement.
- If the average closing price of MONY's shares is more than $42.00, the
value of the consideration to be received with respect to each Advest
share will be proportionately more than $32.55, as determined in
accordance with the merger agreement.
Advest stockholders may elect to receive the consideration in shares of
MONY common stock calculated five days prior to the transaction closing date
using the 10-day average closing price of MONY's shares at that time, an
equivalent value in cash based
<PAGE> 3
upon the average closing price of MONY's shares, or a combination of cash and
shares of MONY common stock. These elections will then be adjusted, as
necessary, on a pro rata basis, to produce an aggregate consideration consisting
of 49.9% cash and 50.1% MONY common stock. The transaction is expected to be
treated as a tax-free reorganization.
In connection with merger agreement:
- Certain holders of approximately 22% of Advest's outstanding common
stock have entered into a Support Agreement, pursuant to which they
have agreed, among other things, to vote their shares in favor of the
merger. The Support Agreement is attached hereto as Exhibit 10.1.
- MONY and Advest have entered into a Stock Option Agreement, pursuant
to which Advest granted to MONY an irrevocable option to purchase up
to 19.9% of the shares of common stock of Advest under certain
circumstances at a price of $31.00 per share. The Stock Option
Agreement is attached hereto as Exhibit 10.2.
The information contained in the joint press release issued on August 24,
2000 by MONY and Advest with respect to the announcement of the merger agreement
is incorporated herein by reference to the Rule 425 filing filed by MONY on
August 24, 2000.
The foregoing description of, and reference to, all of the agreements and
documents described above is qualified in its entirety by reference to the
complete texts of the agreements and documents, which are incorporated herein by
reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated as of August 23, 2000 by and
among The MONY Group Inc., MONY Acquisition Corp. and The Advest
Group, Inc.
10.1 Support Agreement dated as of August 23, 2000 by and among The
MONY Group Inc., Peter R. Kellogg, Grant W. Kurtz, Allen Weintraub,
and George A. Boujoukos.
10.2 Stock Option Agreement dated as of August 23, 2000 by and between
The Advest Group, Inc. and The MONY Group Inc.
99.1 Joint Press Release of The MONY Group Inc. and The Advest Group,
Inc. dated August 24, 2000 (Incorporated by reference to the
filing made by MONY on August 24, 2000 pursuant to Rule 425).
<PAGE> 4
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, The
MONY Group Inc. has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE MONY GROUP INC.
By: /s/ Bart Schwartz
-------------------------
Bart Schwartz
Senior Vice President &
General Counsel
Date: September 1, 2000
<PAGE> 5
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
2.1 Agreement and Plan of Merger dated as of August 23, 2000
by and among The MONY Group Inc., MONY Acquisition Corp.
and The Advest Group, Inc.
10.1 Support Agreement dated as of August 23, 2000 by and among
The MONY Group Inc., Peter R. Kellogg, Grant W. Kurtz,
Allen Weintraub, and George A. Boujoukos.
10.2 Stock Option Agreement dated as of August 23, 2000 by and
between The Advest Group, Inc. and The MONY Group Inc.
99.1 Joint Press Release of The MONY Group Inc., and The Advest
Group, Inc. dated August 24, 2000 (Incorporated by
reference to the filing made by MONY on August 24, 2000
pursuant to Rule 425)
