SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
The Advest Group, Inc.
(Name of Issuer)
Common Stock. $0.01 Par Value
(Title of Class of Securities)
007566102
(CUSIP Number)
Peter R. Kellogg
120 Broadway
New York, New York 10271
(Name, address and telephone number of person
authorized to receive notices and communications)
August 23, 2000
(Date of event which requires filing of this statement)
(Continued on following page(s))
(Page 1 of 8 Pages)
Cusip No. 007566102 Page 2 of 8
_____________________________________________________
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Peter R. Kellogg
_____________________________________________________
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
_____________________________________________________
3. SEC USE ONLY
_____________________________________________________
4. SOURCE OF FUNDS: PF
_____________________________________________________
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(D) OR 2(E)
_____________________________________________________
6. CITIZENSHIP OR PLACE OF ORGANIZATION
USA_______________________________________________
Number of 7. SOLE VOTING POWER NUMBER OF SHARES
Shares _______450,112________________________
8. SHARED VOTING POWER
Beneficially
_______1,164,500 (1)__________________
Owned by Each 9. SOLE DISPOSITIVE POWER
Reporting _______450,112________________________
10.SHARED DISPOSITIVE POWER
Person With
______________________1,164,500 _(1)________________
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
___1,614,612 ____________________________________
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
_____________________________________________________
Cusip No. 007566102 Page 3 of 8
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.144%
_____________________________________________________
14. TYPE OF REPORTING PERSON - IN
_____________________________________________________
(1) Pursuant to Rule 13d-4 under the Exchange Act, the
Reporting Person disclaims beneficial ownership of these
shares.
Item 1. Security and Issuer
The class of security to which this statement relates
is Common Stock, par value $0.01 per share (the "Common
Stock"), of The Advest Group, Inc., a Delaware corporation
(the "Issuer"). The address of the principal executive office
of the Issuer is 90 State House Square, Hartford, Connecticut
06103.
Item 2. Identity and Background
The person filing this Statement is Peter R. Kellogg.
This statement also contains information regarding shares of
Common Stock owned by Mrs. Cynthia K. Kellogg, Mr. Kellogg's
wife, I.A.T. Reinsurance Syndicate Ltd. ("IAT"), a Bermuda
corporation of which Mr. Kellogg is the sole holder of voting
stock. Spear, Leeds & Kellogg ("SLK"), a New York limited
partnership registered as a securities broker-dealer, of which
Mr. Kellogg is a Senior Managing Director, The Peter R.
Kellogg & Cynthia K. Kellogg Foundation, a charitable entity
of which Peter Kellogg is a trustee and The J.C. Kellogg
Foundation, a not-for-profit organization of which Mr. Kellogg
is a trustee, (the "Foundations"). Mr. Kellogg has shared
dispositive and voting power with respect to the shares of
Common Stock owned by Cynthia K. Kellogg and the Foundation.
Mr. Kellogg disclaims the existence of a group for purposes of
Section 13(d) of the Securities Exchange Act of 1934 ("Act"),
and he disclaims beneficial ownership of shares owned by such
other persons and entities.
The Foundations' business address is:
Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Cusip No. 007566102 Page 4 of 8
Mr. Kellogg's principal occupation is: Senior Managing
Director
Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Cynthia K. Kellogg's business address is:
Spear, Leeds & Kellogg
120 Broadway
New York, New York 10271
Spear, Leeds & Kellogg is a registered securities broker-
dealer.
During the last five years Mr. Kellogg has not been
convicted in a criminal proceeding nor has he 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.
Mr. Kellogg and Cynthia K. Kellogg are citizens of the
United States.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Not applicable.
Item 5. Interest in Securities of the Issuer
(a) As of October 4, 2000, Mr. Kellogg may be deemed the
beneficial owner of 1,614,612 shares of the Common Stock of
The Advest Group, Inc. Of those shares, 450,112 were owned by
Mr. Kellogg personally (112 shares are earned shares under the
Director's Equity Plan for the quarters ending March 31, and
June 30, 2000) and 910,000 were owned by IAT. In addition,
Mr. Kellogg may be deemed to be the indirect beneficial owner
of 100,000 shares of common stock owned by Cynthia Kellogg,
Cusip No. 007566102 Page 5 of 8
Mr. Kellogg's wife, 34,500 shares of common stock owned by
Spear, Leeds & Kellogg, of which Mr. Kellogg is a Senior
Managing Director, 20,00 shares of common stock owned by The
J.C. Kellogg Foundation and 100,000 shares of common stock
owned by the Peter R. Kellogg and Cynthia K. Kellogg
Foundation.
(b) Mr. Kellogg has the sole dispositive power with
respect to 450,112 shares of common stock which he owns, and
with respect to 910,000 shares owned by IAT. Mr. Kellogg also
shares the power to vote or dispose of 254,500 shares of
common stock owned by the foundations.
(b) The following table sets forth information with
respect to all purchases, sales or donations of the Common
Stock by Mr. Kellogg, IAT, Spear, Leeds & Kellogg, Cynthia K.
Kellogg, and the Foundations for purposes of Section 13(d) of
the 1934 Act since August 4, 2000.
Number Price
Date of of Type of Per
Transaction Shares Transaction Share
8/24/00 50,000 Shares received 0.00
as a charitable
donation by The
Peter R. and
Cynthia K. Kellogg
Foundation.
8/24/00 50,000 Transferred from 0.00
Peter Kellogg to
The Peter R. and
Cynthia K. Kellogg
Foundation as a
Charitable donation.
Item 6. Contract Arrangements, understandings or Relationships
with Respect to Securities of the Issuer
On August 23, 2000, Mony, Mony Acquisition Corp., a Delaware
corporation and a direct wholly owned subsidiary of Mony ("Merger
Sub"), and Advest entered into an Agreement and Plan of Merger (the
"Merger Agreement") pursuant to which, and subject to the conditions
set forth therein, Advest would merge with and into Merger Sub (the
Cusip No. 007566102 Page 6 of 9
"Merger").
In connection with the execution of the Merger Agreement
between Mony Group, Inc. and the Issuer, Peter R. Kellogg, along with
other shareholders, entered into a Support Agreement dated August 23,
2000 (the "Support Agreement"). The number of shares of Advest Common
Stock beneficially owned by Peter R. Kellog is set forth above.
Pursuant to the Merger Agreement, stockholders of Advest may elect to
receive, in exchange for each outstanding share of Advest Common Stock
that they own, either cash, shares of common stock, $0.01 par value,
of MONY ("MONY Common Stock"), or a combination of cash and shares of
MONY Common Stock, having in each instance a value based on the
average closing price of MONY Common Stock over a specified time
period. These elections by stockholders of Advest will then be
adjusted on a pro rata basis to produce an aggregate purchase price
consisting of 49.9% cash and 50.1% MONY Common Stock. No additional
consideration was given in exchange for the Support Agreement.
In the Support Agreement, each Stockholder has agreed to vote
all of his shares of Advest Common Stock in favor of the Merger, the
approval and adoption of the Merger Agreement and the approval of the
other transactions contemplated by the Merger Agreement and the Stock
Option Agreement, at any meeting of stockholders of Advest called to
vote upon such matters or at any adjournment thereof or in any other
circumstances upon which a vote, consent or other approval (including
by written consent) with respect to such matters is sought (the
"Special Meeting"). Each Stockholder has further agreed not to take
any action to revoke or terminate, or permit to be revoked or
terminated, any trust for which the Stockholder serves as trustee, or
take any other action which would restrict, limit or frustrate the
Stockholder's right to vote the Stockholder's shares of Advest Common
Stock, including on behalf of such trust, in accordance with the
Support Agreement.
Each Stockholder has granted to, and appointed, MONY and Michael
I. Roth, Richard Daddario and Kenneth M. Levine, in their capacities
as officers of MONY, and their successors as officers of MONY, and
each of them individually, the Stockholder's irrevocable proxy
(coupled with an interest) and attorney-in-fact (with full power of
substitution), for and in the name, place and stead of the
Stockholder, to vote all of such Stockholder's shares of Advest Common
Stock, or grant a consent or approval in respect of such shares, in
favor of adoption of the Merger Agreement.
Cusip No. 007566102 Page 7 of 8
Pursuant to the terms of the Support Agreement, each Stockholder has
agreed that, until the close of business on the date of the Special
Meeting, such Stockholder will not (a) sell, assign, transfer, pledge
or otherwise dispose of or transfer any of its Advest Common Stock,
(b) deposit its Advest Common Stock into a voting trust or enter into
a voting agreement or arrangement with respect to such Advest Common
Stock or grant any proxy with respect thereto, or (c) enter into any
contract, option or other arrangement or undertaking with respect to
the direct or indirect acquisition or sale, assignment, transfer or
other disposition of any Advest Common Stock. The Stockholder may
make bona fide gifts of shares of Advest Common Stock, and may make
transfers of Advest Common Stock into one or more trusts for estate or
tax planning purposes, so long as the recipient of such gift, or such
trust, as applicable, enters into an agreement with MONY substantially
identical to the Support Agreement.
Pursuant to the terms of the Support Agreement, each Stockholder
has agreed, prior to the Effective Time, (a) to not permit any agents
and representatives (including, without limitation, any investment
banker, attorney or accountant retained by it) to, initiate, solicit
or encourage, directly or indirectly, any inquiries or the making or
implementation of any proposal or offer (including, without
limitation, any proposal or offer to Advest's stockholders) with
respect to an Alternative Proposal (as defined in the Merger
Agreement) or with respect to any tender offer for or solicitation of
proxies with respect to any shares of Advest Common Stock, or engage
in any negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any person
relating to an Alternative Proposal or relating to any tender offer
for or solicitation of proxies with respect to any shares of Advest
Common Stock, or otherwise facilitate any effort or attempt to make or
implement an Alternative Proposal or any tender offer for or
solicitation of proxies with respect to any shares of Advest Common
Stock and (b) to notify MONY immediately in writing if any such
inquiries or proposals are received by, any such information is
requested from, or any such negotiations or discussions are sought to
be initiated or continued with, that Stockholder in that Stockholder's
capacity as a stockholder of Advest. Certain of the Stockholders are
officers or directors of Advest. Pursuant to the terms of the Support
Agreement, each Stockholder signed the Support Agreement solely in his
capacity as the record holder and beneficial owner of, or the trustee
of a trust whose beneficiaries are the beneficial owners of, such
Stockholder's securities and nothing
Cusip No. 007566102 Page 8 of 8
therein shall limit or affect any actions taken by such Stockholder in
his capacity as an officer or director of Advest to the extent
specifically permitted by the Merger Agreement.
The purpose of the transactions under the Stock Option Agreement
and the Support Agreement is to enable MONY to consummate
the transactions contemplated under the Merger Agreement. The Stock
Option Agreement and Support Agreement may also make it more difficult
and expensive for Advest to consummate a business combination with a
party other than MONY. In particular, the Stock Option Agreement
could eliminate the ability of another party to acquire Advest in a
transaction accounted for as a pooling of interests.
Item 7. Material to be filed as Exhibits
The Agreement and Plan of Merger, Stock Option Agreement and
Support Agreement were all previously filed with The Mony Group Inc.'s
Schedule 13D filing dated September 18, 2000.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set fourth in this Statement is
true, complete and correct.
Dated: October 4, 2000
Peter R. Kellogg
Peter R. Kellogg
