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As Filed With Securities and Exchange Commission on December 31, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
PHOENIX DUFF & PHELPS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 95-4191764
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
56 Prospect Street
Hartford, Connecticut 06115
(Address of Principal Executive Offices)
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
SAVINGS AND INVESTMENT PLAN
(Full title of the plan)
------------------------
Francis E. Jeffries
Chairman of the Board
55 East Monroe Street
Chicago, Illinois 60603
(Name and address of agent for service)
(312) 263-2610
(Telephone number, including area code, of agent for service)
---------------------------
copy to:
Kurt W. Florian, Jr., Esq.
Lord, Bissell & Brook
115 South LaSalle Street
Chicago, Illinois 60603
Pursuant to Rule 416(c) under the Securities Act of 1933, this registration
statement covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Phoenix Duff & Phelps Corporation (the
"Company" or "Registrant") and Phoenix Home Life Mutual Insurance Company
Savings and Investment Plan (the "Plan") with the Securities and Exchange
Commission are incorporated herein by reference:
1. The Company's latest Annual Report on Form 10-K.
2. All other reports filed by the Company pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 since the end of the
fiscal year covered by the Company's latest Annual Report on Form
10-K.
3. The Plan's latest Annual Report.
4. The description of the Company's capital stock contained in the
Company's Registration Statement on Form 8-A, including any amendment
or report filed for the purpose of updating such description.
All documents filed by the Company and the Plan pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, after the
effective date of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereunder have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of filing of such documents.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware Law, a corporation may indemnify any person who was or is a
party or is threatened to be made a party to an action (other than an action by
or in the right of the corporation) by reason of his service as a director or
officer of the corporation, or his service, at the corporation's request, as a
director, officer, employee or agent of another corporation or other enterprise,
against expenses (including attorneys' fees) that are actually and reasonably
incurred by him ("Expenses"), and judgments, fines and amounts paid in
settlement that are actually and reasonably incurred by him, in connection with
the defense or settlement of such action, provided that he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the
corporation's best interests, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe that his conduct was unlawful.
Although
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Delaware Law permits a corporation to indemnify any person referred to above
against Expenses in connection with the defense or settlement of an action by or
in the right of the corporation, provided that he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the corporation's best
interests, if such person has been judged liable to the corporation,
indemnification is only permitted to the extent that the Court of Chancery (or
the court in which the action was brought) determines that, despite the
adjudication of liability, such person is entitled to indemnity for such
Expenses as the court deems proper. Delaware Law also provides for mandatory
indemnification of any director, officer, employee or agent against Expenses to
the extent such person has been successful in any proceeding covered by the
statute. In addition, Delaware Law provides the general authorization of
advancement of a director's or officer's litigation expenses in lieu of
requiring the authorization of such advancement by the board of directors in
specific cases, and that indemnification and advancement of expenses provided by
the statute shall not be deemed exclusive of any other rights to which those
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement or otherwise.
The By-Laws of the Registrant provide for the broad indemnification of the
directors and officers of the Registrant and for advancement of litigation
expenses to the fullest extent permitted by current Delaware Law. The
Registrant has also entered into indemnification agreements with its directors
and certain of its officers providing for the broad indemnification of the
directors and officers of the Registrant and for advancement of litigation
expenses to the fullest extent permitted by current Delaware Law.
The Restated Certificate of Incorporation of the Registrant eliminates the
personal liability of a director to the Registrant or its stockholders under
certain circumstances, for monetary damages for breach of fiduciary duty as a
director.
Item 8. EXHIBITS
4(a) Restated Certificate of Incorporation of the Registrant, as
amended (incorporated herein by reference to Exhibit 3(a) to the
Registrant's Current Report on Form 8-K dated November 15, 1995).
4(b) By-Laws of the Registrant (incorporated herein by reference to
Exhibit 3(b) to the Registrant's Current Report on Form 8-K dated
November 15, 1995).
4(c) Form of Common Stock certificate (incorporated herein by
reference to Exhibit 4(a) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-45140)).
5(a) Opinion of Lord, Bissell & Brook as to the legality of the
securities offered by the registration statement.
5(b) Internal Revenue Service determination letter.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Lord, Bissell & Brook (included in exhibit 5(a)).
3
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Item 9. UNDERTAKINGS
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental
change in the information set forth in the registration
statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) do
not apply if the registration statement is on Form S-3 or
Form S-8, and the information required to be included in a
post-effective amendment by those paragraphs is contained
in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and
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the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the provisions described in Item 6 above, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
5
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Hartford and State of Connecticut on December 30,
1996.
PHOENIX DUFF & PHELPS CORPORATION
By /s/ Philip R. McLoughlin
-----------------------------------------
Philip R. McLoughlin
Vice Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on December 30, 1996 by the
following persons in the capacities indicated.
SIGNATURE TITLE
--------- -----
/s/ Francis E. Jeffries Chairman of the Board
- ------------------------------ and Director
Francis E. Jeffries
/s/ Philip R. McLoughlin Vice Chairman, Chief Executive
- ------------------------------ Officer and Director
Philip R. McLoughlin
/s/ Calvin J. Pedersen President and Director
- ------------------------------
Calvin J. Pedersen
/s/ William R. Moyer Senior Vice President and
- ------------------------------ Chief Financial Officer
William R. Moyer
Director
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Wayne C. Stevens
/s/ Michael E. Haylon Director
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Michael E. Haylon
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/s/ Robert W. Fiondella Director
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Robert W. Fiondella
/s/ Richard H. Booth Director
- ------------------------------
Richard H. Booth
Director
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Edward P. Lyons
/s/ Marilyn E. LaMarche Director
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Marilyn E. LaMarche
Director
- ------------------------------
James M. Oates
Director
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Ferdinand Verdonk
/s/ John T. Anderson Director
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John T. Anderson
Director
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Glen D. Churchill
Director
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Donna F. Tuttle
Director
- ------------------------------
David A. Williams
7
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Pursuant to the requirements of the Securities Act of 1933, the
Administrator of the Phoenix Home Life Mutual Insurance Company Savings and
Investment Plan has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Hartford
and State of Connecticut on the 30th day of December, 1996.
PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY SAVINGS AND INVESTMENT PLAN
By: /s/ Ann L. Cowen
-------------------------------
Ann L. Cowen
Plan Administrator
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INDEX TO EXHIBITS
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Exhibit No. Description
- ----------- ------------
4(a) Restated Certificate of Incorporation of the Registrant, as
amended (incorporated herein by reference to Exhibit 3(a) to the
Registrant's Current Report on Form 8-K dated November 15, 1995).
4(b) By-Laws of the Registrant (incorporated herein by reference to
Exhibit 3(b) to the Registrant's Current Report on Form 8-K dated
November 15, 1995).
4(c) Form of Common Stock certificate (incorporated herein by
reference to Exhibit 4(a) to the Registrant's Registration
Statement on Form S-1 (Registration No. 33-45140)).
5(a) Opinion of Lord, Bissell & Brook as to the legality of the
securities offered by the registration statement.
5(b) Internal Revenue Service determination letter.
23(a) Consent of Price Waterhouse LLP.
23(b) Consent of Lord, Bissell & Brook (included in exhibit 5(a)).
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[LETTERHEAD]
December 30, 1996
Phoenix Duff & Phelps Corporation
56 Prospect Street
Hartford, Connecticut 06115
Re: Phoenix Duff & Phelps Corporation
Registration Statement on Form S-8
----------------------------------
Gentlemen:
We have represented Phoenix Duff & Phelps Corporation, a Delaware
corporation (the "Company"), in connection with the preparation of the
registration statement filed with the Securities and Exchange Commission on Form
S-8 (the "Registration Statement") relating to the registration of an
indeterminate amount of interests (the "Interests") to be offered or sold
pursuant to the Phoenix Home Life Mutual Insurance Company Savings and
Investment Plan (the "Plan"). In this connection, we have examined originals or
copies identified to our satisfaction of such documents, corporate and other
records, certificates, and other papers as we deemed necessary to examine for
purposes of this opinion.
We are of the opinion that the Interests will be, when issued pursuant to
the Plan, legally issued.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
LORD, BISSELL & BROOK
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INTERNAL REVENUE SERVICE DEPARTMENT OF THE TREASURY
DISTRICT DIRECTOR
G.P.O. BOX 1680
BROOKLYN, NY 11202
Employer Identification Number:
Date: 06-0493340
File Folder Number:
063002774
PHOENIX HOME LIFE MUTUAL INSURANCE Person to Contact:
COMPANY WILLIAM DOLCE
ONE AMERICAN ROW Contact Telephone Number:
HARTFORD, CT 06102-5056 (203) 258-2022
Plan Name:
PHOENIX HOME LIFE MUTUAL INSURANCE
CO SAVINGS AND INVESTMENT PLAN
Plan Number: 003
Dear Applicant:
We have made a favorable determination on your plan, identified above,
based on the information supplied. Please keep this letter in your permanent
records.
Continued qualification of the plan under its present form will depend
on its effect in operation. (See section 1.401-1(b)(3) of the Income Tax
Regulations.) We will review the status of the plan in operation periodically.
The enclosed document explains the significance of this favorable
determination letter, points out some features that may affect the qualified
status of your employee retirement plan, and provides information on the
reporting requirements for your plan. It also describes some events that
automatically nullify it. It is very important that you read the publication.
This letter relates only to the status of your plan under the Internal
Revenue Code. It is not a determination regarding the effect of other federal
or local statutes.
This determination letter is applicable for the amendment(s) adopted on
December 21, 1994.
This determination letter is also applicable for the amendment(s)
adopted on October 25, 1995.
This letter is issued under Rev. Proc. 93-39 and considers the
amendments required by the Tax Reform Act of 1986 except as otherwise
specified in this letter.
This plan satisfies the nondiscriminatory current availability
requirements of section 1.401(a)(4)-4(b) of the regulations with respect to
those benefits, rights, and features that are currently available to all
employees in the plan's coverage group. For this purpose, the plan's coverage
group consists of those employees treated as currently benefiting for
purposes of demonstrating that the plan satisfies the minimum coverage
requirements of section 410(b) of the Code.
This letter may not be relied upon with respect to whether the plan
satisfies the qualification requirements as amended by the Uruguay Round
<PAGE>
-2-
PHOENIX HOME LIFE MUTUAL INSURANCE
Agreements Act, Pub. L. 103-465.
The information on the enclosed addendum is an integral part of this
determination. Please be sure to read and keep it with this letter.
We have sent a copy of this letter to your representative as indicated
in the power of attorney.
If you have questions concerning this matter, please contact the person
whose name and telephone number are shown above.
Sincerely yours,
Herbert J. Huff
District Director
Enclosures:
Publication 794
Addendum
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-3-
PHOENIX HOME LIFE MUTUAL INSURANCE
This determination letter applies to all members of the controlled group
of corporations who have adopted the plan.
<PAGE>
EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1996, which appears on
page 28 of the 1995 Annual Report to Shareholders of Phoenix Duff & Phelps
Corporation, which is incorporated by reference in the Phoenix Duff & Phelps
Corporation's Annual Report on Form 10-K for the year ended December 31,
1995. We also consent to the incorporation by reference in the Registration
Statement of our reports dated September 13, 1996 and September 15, 1995
appearing in the Annual Report of the Phoenix Home Life Mutual Insurance
Company Savings and Investment Plan on Form 11-K for the year ended December
31, 1995.
/s/ Price Waterhouse LLP
- ---------------------------
PRICE WATERHOUSE LLP
Hartford, CT
December 30, 1996
