SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 2000
THE ADVEST GROUP, INC.
(Exact Name of Registrant as specified in charter)
DELAWARE 1-8408 06-0950444
(State or Other jurisdiction (Commission (IRS employer
of incorporation) file number) identification no.)
90 STATE HOUSE SQUARE, HARTFORD CT 06070
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (860) 509-1000
NO CHANGE
(Former name or former address, if changed since last report)
Page 1 of 9 pages
Exhibit Index on Page 3
<PAGE>
Item 5. Other Events.
On August 24, 2000, the Registrant and The MONY Group, Inc. ("MONY")
announced that they have signed a definitive agreement for MONY to acquire
the Registrant in an stock-and-cash transaction. The News Release filed as
an exhibit to this Form 8-K Current Report contains information about the
transaction and conditions to its completion.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c)Exhibits:
NUMBER EXHIBIT PAGE NO.
99 News Release dated August 24, 2000 concerning 4
agreement for The MONY Group, Inc. to
acquire the Registrant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE ADVEST GROUP, INC.
By: /S/ GRANT W. KURTZ
Grant W. Kurtz
President and
Chief Executive Officer
Date: August 24, 2000
<PAGE>
EXHIBIT INDEX
NUMBEREXHIBIT PAGE
NO.
99 News Release dated August 24, 2000 concerning agreement for The 4
MONY Group, Inc. to acquire the Registrant
<PAGE>
Advest to Join The MONY Group, as Firms Sign Acquisition Agreement
NEW YORK -- August 24, 2000 -- The MONY Group Inc. (NYSE:MNY) and The Advest
Group, Inc. (NYSE:ADV) announced today that they have signed a definitive
agreement for MONY to acquire Advest in a stock-and-cash transaction.
The definitive agreement provides that the purchase price to be paid to
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.
If, for example, the 10-day average closing price of MONY's shares is $35 at
that time, Advest holders would receive $31 per share or a total of
approximately $275 million based on Advest's outstanding common shares.
Advest stockholders may elect to receive the final purchase price in cash,
shares of MONY common stock, or a combination of cash and MONY shares. These
elections 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. The
transaction is expected to be treated as a tax-free reorganization.
The transaction brings to MONY a highly productive retail network of more
than 500 Advest financial advisors who offer a range of financial planning,
brokerage, insurance, trust and asset management services to their high-
income and high net worth clients in 15 states and Washington, D.C. At June
30, 2000, Advest's client assets totaled approximately $30 billion. The firm
also offers investment advisory and management services through its Boston
Advisors subsidiary, as well as fixed income and equity capital markets
services to clients in selected markets.
"The combination of Advest with MONY represents an important step forward for
our companies and is compelling from strategic, operating and financial
perspectives," said Michael I. Roth, The MONY Group's chairman and CEO.
"It brings together two firms with a shared vision and approach to achieving
sustainable competitive advantage in the financial services marketplace. It
broadens both companies' product portfolios, as well as our ability to
distribute those offerings to current and potential clients. It enhances our
ability to build shareholder value by growing revenues, more efficiently
managing resources, improving operating earnings and increasing our return on
equity, " Mr. Roth said.
Grant W. Kurtz, CEO of Advest commented, "We are very excited that our firm
will be joining The MONY Group. MONY's financial strength and technological
resources will significantly enhance opportunities to build our brand, grow
our network, attract more customers, and better serve our existing clients.
By joining forces with MONY, we are taking an important step forward in our
goal of becoming the investment firm of choice for the markets we serve."
Upon completion of the acquisition, Advest will continue to keep its
headquarters in Hartford, CT, operating under its own brand name and
management structure, with Mr. Kurtz reporting to Mr. Roth. A $60 million
retention plan has been formed for key Advest financial advisors. In
addition, MONY will retire Advest's existing stock options, which at an
assumed price of $31 per share for Advest's common stock, will result in a
pre-tax payment of approximately $16 million.
The transaction will be accounted for using the purchase accounting method.
MONY anticipates that the transaction will be accretive on a cash basis in
2001, the first full year after it closes. MONY also believes that, with the
amortization of goodwill required under the purchase accounting method, the
acquisition will be accretive on a GAAP reporting basis in 2002.
MONY expects to issue approximately 3.9 million shares of common stock, in
connection with the acquisition. The cash consideration to be received by
Advest shareholders will initially be financed via short-term debt; the
company expects to replace this acquisition facility with permanent financing
within one year.
"The revenue and earnings growth momentum we expect to realize through this
transaction will play an important part in helping us to reach our key goal:
achieving a 10% return on equity." said Mr. Roth. "At the same time, we
continue to enjoy significant excess capital and financial flexibility. We
remain focused on deploying our financial resources in order to further build
value for our shareholders."
In connection with the transaction, Advest has granted MONY a stock option to
acquire up to 19.9% of the shares of common stock of Advest under certain
circumstances. Advest is also obligated to pay MONY a fee of $10.0 million,
if the agreement is terminated under certain circumstances. In addition,
holders of approximately 20% of Advest's outstanding common stock have
entered into an agreement with MONY under which such holders have agreed,
among other things, to vote, or cause their shares to be voted, in favor of
the transaction.
Completion of the acquisition is subject to normal closing conditions,
including approval by Advest's shareholders and various regulatory approvals.
The companies expect the closing to occur in the calendar fourth quarter,
2000.
Donaldson, Lufkin & Jenrette served as financial advisor to The MONY Group
Inc. and Goldman, Sachs & Co. served as financial advisor to The Advest
Group, Inc. in connection with the transaction.
About The Advest Group, Inc.
The Advest Group, Inc. is a diversified financial services company listed on
the New York Stock Exchange under the symbol ADV. Advest, Inc., its
principal subsidiary, provides brokerage, trading, investment banking and
asset management services to retail and institutional investors through 90
sales offices in 15 states and Washington, DC. Advest Bank and Trust
provides trust services primarily through Advest, Inc.'s branch network.
<PAGE>
About The MONY Group Inc.
The MONY Group Inc. (NYSE: MNY) is the holding company for the member
companies of The MONY Group, which provide financial protection and asset
accumulation products and services. Member companies include MONY Life
Insurance Company, founded in 1842 as The Mutual Life Insurance Company of
New York; MONY Life Insurance Company of America; U.S. Financial Life
Insurance Company; Enterprise Capital Management, Inc.; MONY Securities
Corporation; and Trusted Securities Advisors Corp.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements with respect to the
anticipated effects of the transaction. Actual results of the transaction
could be significantly different. Factors that could affect results include
those set forth in the Securities and Exchange Commission filings of Advest
and MONY. Although forward-looking statements help to provide complete
information about future prospects, readers should keep in mind that forward-
looking statements are much less reliable than historical information.
ADDITIONAL INFORMATION AND WHERE TO FIND IT:
Advest plans to file a Registration Statement on SEC Form S-4 containing a
proxy statement/prospectus and other relevant documents with the SEC. Before
making any voting or investment decisions, investors and security holders are
urged to carefully read the proxy statement/prospectus when it becomes
available and any other relevant documents filed with the SEC because they
will contain important information about MONY, Advest, the transaction and
related matters. Investors and security holders will be able to obtain free
copies of these documents and other documents filed with the SEC through the
web site maintained by the SEC at http://www.sec.gov.
Both companies' shares are traded on the New York Stock Exchange (ticker
symbols ADV and MNY). Both companies file annual, quarterly and special
reports, proxy statements and other information with the SEC. You may read
and copy any reports, statements and other information filed by the companies
at the SEC public reference rooms at 450 Fifth St., N.W., Washington, D.C.
20549 or at the SEC's other public reference rooms in New York and Chicago.
Advest, its directors, executive officers and certain members of management
and employees may be soliciting proxies from Advest stockholders in favor of
the approval of the merger agreement. A description of any interests, direct
or indirect, that Advest's directors and executive officers have in the
transaction will be included in the proxy statement/prospectus.
# # #
<PAGE>
<TABLE>
<CAPTION>
The MONY Group Inc. / The Advest, Group Inc.
Acquisition Fact Sheet / 1
Companies At-a-glance
MONY ADVEST
---- ------
<S> <C> <C>
Founded: 1842 1898
Headquarters: 1740 Broadway 90 State House Square
New York, NY Hartford, CT
Employees: 2,430 1,780
Chairman and CEO: Michael I. Roth Allen Weintraub, Chairman
Grant W. Kurtz, CEO
Public company since: 1998 1980
Shares outstanding: 47 million 8.9 million
Areas of operation: U.S.: National U.S.: National
Latin America
Principal businesses: Financial Protection Private Client Group (financial
(variable universal, planning, brokerage, banking,
universal,whole and insurance, trust and investment
term life) management services) to
individual clients
Asset Accumulation
(variable annuities and Capital Markets Group (fixed
Enterprise mutual funds) income and equity capital
markets services to
institutions in select markets)
Boston Advisors asset management
services
Key distribution
channels: 2,245 career agents 500 plus financial advisors
435 broker-dealers*
236 brokerage general
agencies*
350 accountants/CPAs
58 COLI brokers*
No. of sales offices: 54 90 retail brokerage offices
Principal operating
subsidiaries: MONY Life Insurance Company Advest, Inc. (broker-dealer)
MONY Life Insurance Co. of Advest Bank and Trust Company
America Boston Advisors
Enterprise Capital Management
US Financial Life Insurance
Company
Trusted Securities Advisors
Corp.
</TABLE>
<PAGE>
The MONY Group Inc. / Advest Group Inc.
Acquisition Fact Sheet / 2
Strategic Business Rationale
The transaction brings together two firms that share:
- A commitment to advice-based, professional distribution systems as a means of
building competitive advantage
- History of professionalism and integrity in the marketplace
- Sharp focus on higher-income markets who need and value advice for investment,
retirement, estate and financial planning
Growth Opportunities
- Provides Advest with greater financial strength and technological resources to
build its customer base and Private Client Group network
- Broadens Advest Private Client Group product portfolio to include quality
portfolio of risk management products and enhances MONY's distribution of its
insurance, annuity and Enterprise mutual fund products
- Broadens MONY career agent product portfolio to include investment products
and services from Advest and enhances Advest's ability to distribute its
asset management, investment banking and trust services
Transaction Details
- Purchase price 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.
- Assuming an average price of $35.00 per share for MONY's common stock, Advest
shareholders would receive $31 per share and the aggregate value of the
transaction would be about $275 million.
Then the Implied Price Per Share
If the Average Price Is of Company Common Stock is
$24.50 $27.71
28.00 29.45
31.50 29.45
35.00 31.00
38.50 32.55
42.00 32.55
45.50 33.97
- Advest stockholders may elect to receive the final purchase price in cash,
shares of MONY common stock, or a combination of cash and MONY shares. These
elections 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.
Financing
- MNY will issue approximately 3.9 million shares to pay for stock consideration
ADV holders will receive
- Cash to be financed via debt
Financial Impact
- Accretive to MONY's earnings and ROE in 2001 (excluding goodwill); accretive
in 2002 on a GAAP reporting basis
* indicates third party selling agreements
