<PAGE>
As filed with the Securities and Exchange Commission on October 9, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------
PHOENIX INVESTMENT PARTNERS, LTD.
(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)
1992 LONG-TERM STOCK INCENTIVE PLAN
(Full title of the plan)
-----------------------------------
Philip R. McLoughlin
Chairman of the Board and Chief Executive Officer
56 Prospect Street
Hartford, Connecticut 06115
(Name and address of agent for service)
(860) 403-5000
(Telephone number, including area code, of agent for service)
-----------------------------------
copy to:
Kurt W. Florian, Jr., Esq.
Katten Muchin & Zavis
525 W. Monroe Street
Chicago, Illinois 60661
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================
Title of Amount Proposed Proposed Amount
Securities to be Maximum Maximum of
to be Registered Offering Aggregate Registration
Registered (1) Price Per Offering Fee
Share (2) Price (2)
=============================================================================
<S> <C> <C> <C> <C>
Common 3,300,000 $6.78 $22,380,600 $6,602.28
Stock, par value shares
$.01 per share
=============================================================================
</TABLE>
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended,
the number of shares of the issuer's Common Stock registered
hereunder will be adjusted in the event of stock splits, stock
dividends or similar transactions.
(2) Estimated solely for purposes of calculating the amount of the
registration fee pursuant to Rule 457, on the basis of the average of
the high and low prices of the Common Stock reported by the New York
Stock Exchange on October 5, 1998.
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The registration statement on Form S-8 (registration no. 33-99412) of
Phoenix Investment Partners, Ltd., formerly known as Phoenix Duff & Phelps
Corporation (the "Company" or "Registrant") filed with the Securities and
Exchange Commission on November 16, 1995 is incorporated herein by reference.
Item 8. EXHIBITS
--------
5 Opinion of Katten Muchin & Zavis as to the legality of the
securities offered by the registration statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Katten Muchin & Zavis (included in exhibit 5).
3
<PAGE>
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 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
the 9th day of October, 1998.
PHOENIX INVESTMENT PARTNERS, LTD.
By: /s/ Philip R. McLoughlin
-----------------------------------
Philip R. McLoughlin,
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated and on the 9th day of October, 1998.
<TABLE>
<CAPTION>
Signature Title
--------- -----
<S> <C>
/s/ Philip R. McLoughlin Chairman of the Board, 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
/s/ Michael E. Haylon Director
- -----------------------------
Michael E. Haylon
/s/ Clyde E. Bartter Director
- -----------------------------
Clyde E. Bartter
/s/ Robert W. Fiondella Director
- -----------------------------
Robert W. Fiondella
</TABLE>
4
<PAGE>
<TABLE>
<S> <C>
/s/ Richard H. Booth Director
- -----------------------------
Richard H. Booth
/s/ Edward P. Lyons Director
- -----------------------------
Edward P. Lyons
/s/ Marilyn E. LaMarche Director
- -----------------------------
Marilyn E. LaMarche
/s/ James M. Oates Director
- -----------------------------
James M. Oates
/s/ Ferdinand L.J. Verdonck Director
- -----------------------------
Ferdinand L.J. Verdonck
/s/ John T. Anderson Director
- -----------------------------
John T. Anderson
/s/ Glen D. Churchill Director
- -----------------------------
Glen D. Churchill
/s/ Donna F. Tuttle Director
- -----------------------------
Donna F. Tuttle
/s/ David A. Williams Director
- -----------------------------
David A. Williams
</TABLE>
5
<PAGE>
INDEX TO EXHIBITS
-----------------
<TABLE>
<CAPTION>
Exhibit No. Description Page
- ----------- ----------- ----
<S> <C> <C>
5 Opinion of Katten Muchin & Zavis as to the legality of the
securities offered by the registration statement.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Katten Muchin & Zavis (included in exhibit 5).
</TABLE>
6
<PAGE>
Exhibit 5
[LETTERHEAD OF KATTEN MUCHIN & ZAVIS]
October 9, 1998
Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Phoenix Investment Partners, Ltd., a
Delaware corporation (the "Company"), in connection with the preparation
and filing of a registration statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Registration Statement relates to
3,300,000 shares of the Company's common stock, par value $.01 per share
(the "Common Stock"), to be issued in connection with the 1992 Long-Term
Stock Incentive Plan (the "Plan"). Capitalized terms used but not defined
herein shall have the meanings as set forth in the Registration Statement
or the Plan.
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and
upon affidavits, certificates and written statements of directors,
officers, and employees of, and the accountants for, the Company. We have
also examined originals or copies, certified or otherwise identified to our
satisfaction, of such instruments, documents, and records as we have deemed
relevant and necessary to examine for the purpose of this opinion,
including (a) the Registration Statement (b) the Amended and Restated
Certificate of Incorporation of the Company, (c) the By-laws of the
Company, (d) the resolutions of the Board of Directors of the Company and
(e) the Plan.
In connection with this opinion, we have assumed the accuracy and
completeness of all documents and records that we have reviewed, the
genuineness of all signatures, the legal capacity of all natural persons,
the due authority of the parties signing such documents, the authenticity
of the documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as certified,
conformed or reproduced copies.
<PAGE>
Phoenix Investment Partners, Ltd.
October 9, 1998
Page 2
Based upon and subject to the foregoing, it is our opinion that the
Common Stock to be issued pursuant to the Plan has been duly authorized
and, when issued by the Company in the manner provided in the Plan upon
payment of the exercise price therefor, will be legally issued, fully paid
and nonassessable shares of Common Stock.
This opinion is limited to the laws of the State of Delaware and is
given as of the date hereof. We do not express any opinion herein
concerning any other law, and we assume no obligation to advise you of
changes that may hereafter be brought to our attention.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
/s/ Katten Muchin & Zavis
KATTEN MUCHIN & ZAVIS
<PAGE>
EXHIBIT 23.1
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 6, 1998 appearing on page 30
of Phoenix Investment Partners, Ltd.'s ) formerly Phoenix Duff & Phelps
Corporation) Annual Report on Form 10-K for the year ended December 31, 1997.
PRICEWATERHOUSECOOPERS LLP
Hartford, Connecticut
October 8, 1998
