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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
PHOENIX INVESTMENT PARTNERS, LTD.
(Name of the Issuer)
PHOENIX INVESTMENT PARTNERS, LTD.
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
PM HOLDINGS, INC.
(Name of the Persons Filing Statement)
Common Stock, $.01 par value
(Title of Class of Securities)
719085102
(CUSIP Number)
Philip R. McLoughlin
Chief Executive Officer
Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115
(860) 403-5000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
Copies to:
Tracy L. Rich, Esq. John S. Chapman, Esq. Gregory V. Gooding, Esq.
Senior Vice President & J. Brett Pritchard, Esq. Debevoise & Plimpton
General Counsel Lord, Bissell & Brook 875 Third Avenue
Phoenix Home Life Mutual 115 South LaSalle Street New York, New York
Insurance Company Chicago, Illinois 60603 10022
One American Row
Hartford, Connecticut 06115
This statement is filed in connection with (check the appropriate box):
a. [x] The filing of solicitation materials or an information statement subject
to Regulation 14A ((S)(S)240.14a-1 through 240.14b-2), Regulation 14C
((S)(S)240.14c-1 through 240.14c-101) or Rule 13e-3(c) ((S)240.13e-3(c)) under
the Securities Exchange Act of 1934 ("the Act").
b. [_] The filing of a registration statement under the Securities Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies: [x]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
$433,895,397 $86,779
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*The "transaction valuation" amount referred to above is approximately the sum
of (i) the product of 19,424,865 outstanding shares of Common Stock and $15.75,
the cash price per share to be paid in the merger, plus (ii) cash consideration
of up to $58,232,771 to be paid for options to purchase 7,373,662 shares of
Common Stock being surrendered in connection with the merger, plus (iii) cash
consideration up to $69,721,002 to be paid for the 4,545,778 shares of Common
Stock into which the 6% convertible subordinated debentures may be converted
prior to the merger.
**In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, the filing fee is determined by multiplying the transaction valuation
by 1/50th of 1%.
[x] Check the box if any part of the fee is offset as provided by
(S)240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $86,779
Form or Registration No.: 14A
Filing Party: Phoenix Investment Partners, Ltd.
Date Filed: October 10, 2000
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 ("Statement") is
being filed jointly by Phoenix Investment Partners, Ltd., a Delaware corporation
("PXP"), Phoenix Home Life Mutual Insurance Company, a New York mutual life
insurance company ("Phoenix Home Life"), and PM Holdings, Inc., a Connecticut
corporation ("PM Holdings"), in connection with the merger of a Delaware
corporation to be formed by Phoenix Home Life with and into PXP, with PXP as the
surviving entity, pursuant to an Agreement and Plan of Merger, dated September
10, 2000, among Phoenix Home Life, PM Holdings, a wholly-owned subsidiary of
Phoenix Home Life, and PXP (the "Merger Agreement"). The independent directors
committee of the board of directors of PXP unanimously recommended that the
entire board of directors of PXP approve the merger agreement. PXP's board of
directors, based on the recommendation of the independent directors committee,
unanimously approved the merger agreement and recommended that it be submitted
to PXP's stockholders for adoption. PXP's stockholders will be asked to vote
upon and approve the Merger Agreement at a special meeting of the stockholders
of PXP to be held on _______________, 2000.
This Statement is intended to satisfy the reporting requirements of Section
13(e) of the Securities Exchange Act of 1934, as amended. Concurrently with the
filing of this Statement, PXP is filing a preliminary proxy statement relating
to the solicitation of proxies for the special meeting (the "Proxy Statement").
The Proxy Statement is incorporated herein by reference. Except as otherwise set
forth below, the information set forth in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference in
response to the items of this Statement, and the responses to each item in this
Statement are qualified in their entirety by the information contained in the
Proxy Statement and the appendices thereto. Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Proxy
Statement.
ITEM 1. SUMMARY TERM SHEET.
The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING" is
incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
(a) The information set forth on the cover page of the Proxy Statement
and in the Proxy Statement under the caption "SUMMARY TERM SHEET -
The Companies" is incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption
"INFORMATION CONCERNING THE SPECIAL MEETING - Record Date, Quorum
Requirement, and Vote Required" and on the cover page of the Proxy
Statement is incorporated herein by reference.
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(c)-(d) The information set forth in the Proxy Statement under the caption
"COMMON STOCK MARKET PRICE AND DIVIDEND INFORMATION" is
incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the caption
"SPECIAL FACTORS - Public Offerings and Repurchases of Common
Stock" is incorporated herein by reference.
(f) The information set forth in the Proxy Statement under the caption
"COMMON STOCK PURCHASE INFORMATION" is incorporated herein by
reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSONS.
(a)-(c) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - The Companies", "CURRENT MANAGEMENT OF PXP",
"PHOENIX HOME LIFE", "SPECIAL FACTORS - Interests of Certain
Persons in the Merger;- Consequences of the Merger; - Plans for
Surviving Company After the Merger" and "SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the Proxy Statement and under the
captions "SUMMARY TERM SHEET", "INFORMATION CONCERNING THE SPECIAL
MEETING - Record Date, Quorum Requirement, and Vote Required",
"SPECIAL FACTORS" and "THE MERGER AGREEMENT" is incorporated herein
by reference and Appendix A to the Proxy Statement is also
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET", "INFORMATION CONCERNING THE SPECIAL MEETING",
"SPECIAL FACTORS - Interests of Certain Persons in the Merger",
"THE MERGER AGREEMENT - The Merger; Time of Closing; - Treatment of
Stock Options" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERSHIP AND MANAGEMENT" is incorporated herein by reference and
Appendix A to the Proxy Statement is also incorporated herein by
reference.
(d) The information set forth in the Proxy Statement under the caption
"APPRAISAL RIGHTS" is incorporated herein by reference and Appendix
C to the Proxy Statement is also incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the caption
"WHERE YOU CAN FIND MORE INFORMATION" is incorporated herein by
reference.
(f) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS AND AGREEMENTS.
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(a) The information set forth in the Proxy Statement under the
caption "RELATED PARTY TRANSACTIONS" is incorporated herein by
reference.
(b)-(c) The information set forth in the Proxy Statement under the
caption "SPECIAL FACTORS - Background of the Merger" is
incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - The Merger; - Vote
Required/Security Ownership of Phoenix Home Life and PXP's
Directors and Executive Officers; - Interests of Certain
Persons in the Merger", "THE MERGER AGREEMENT", "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" and
"RELATED PARTY TRANSACTIONS" is incorporated herein by
reference and Appendix A to the Proxy Statement is also
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
(b) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Consequences of the Merger" and
"SPECIAL FACTORS; - Consequences of the Merger; - Plans for
Surviving Company After the Merger" is incorporated herein by
reference.
(c)(1)-(8) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Consequences of the Merger",
"SPECIAL FACTORS- Interests of Certain Persons in the Merger;
- Consequences of the Merger; - Plans for Surviving Company
After the Merger" and "PHOENIX HOME LIFE" is incorporated
herein by reference.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.
(a)-(d) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Consequences of the Merger; -
Recommendation of the Independent Directors Committee and
PXP's Board of Directors; - Reasons for the Merger; -
Interests of Certain Persons in the Merger; - Material Federal
Income Tax Consequences", "SPECIAL FACTORS - Background of the
Merger; -Recommendations of the Independent Directors
Committee and Board of Directors; Reasons for the Merger; -
Benefits and Detriments of the Merger to PXP and PXP's
Stockholders; - Interests of Certain Persons in the Merger; -
Consequences of the Merger; - Plans for Surviving Company
After the Merger; - U.S. Federal Income Tax Consequences" and
"THE MERGER AGREEMENT" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a)-(e) The information set forth in the Proxy Statement under the
captions "SUMMARY TERM SHEET - Fairness Opinion of Salomon
Smith Barney"; Vote Required/Security Ownership of Phoenix
Home Life and PXP's Directors and Executive Officers",
"SPECIAL FACTORS -Background of the Merger; - Recommendations
of the Independent Directors Committee and Board of Directors;
Reasons for the Merger;- Opinion of the Financial
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Advisor for the Independent Directors Committee; - Position of
Phoenix Home Life as to Fairness of the Merger", "THE MERGER
AGREEMENT", "SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA",
"FINANCIAL PROJECTIONS", "COMMON STOCK MARKET PRICE AND DIVIDEND
INFORMATION" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT" is incorporated herein by reference and Appendix B
to the Proxy Statement is also incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
(a)-(c) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Fairness Opinion of Salomon Smith Barney" and
"SPECIAL FACTORS - Background of the Merger; - Recommendations of
the Independent Directors Committee and Board of Directors; Reasons
for the Merger; - Opinion of the Financial Advisor for the
Independent Directors Committee; - Position of Phoenix Home Life as
to the Fairness of the Merger" is incorporated herein by reference
and Appendix B to the Proxy Statement is also incorporated herein
by reference.
ITEM 10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a)-(b) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - The Merger; - Financing; Source of Funds" and
"THE MERGER AGREEMENT" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"INFORMATION CONCERNING THE SPECIAL MEETING - Solicitation,
Revocation and Use of Proxies" and "SPECIAL FACTORS - Fees and
Expenses" is incorporated herein by reference.
(d) Not applicable.
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
(a) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Interests of Certain Persons in the Merger",
"SPECIAL FACTORS - Interests of Certain Persons in the Merger",
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
and "COMMON STOCK PURCHASE INFORMATION" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under the caption
"COMMON STOCK PURCHASE INFORMATION - Recent Transactions" is
incorporated herein by reference.
ITEM 12. THE SOLICITATION OR RECOMMENDATION.
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(d) The information set forth in the Proxy Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING", "INFORMATION
CONCERNING THE SPECIAL MEETING" and "THE MERGER AGREEMENT" is
incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Recommendation of the Independent Directors
Committee and PXP's Board of Directors; Reasons for the Merger",
"INFORMATION CONCERNING THE SPECIAL MEETING - Solicitation,
Revocation and Use of Proxies" and "SPECIAL FACTORS - Background of
the Merger; - Recommendations of the Independent Directors
Committee and Board of Directors; Reasons for the Merger; -
Position of Phoenix Home Life as to Fairness of the Merger" is
incorporated herein by reference.
ITEM 13. FINANCIAL STATEMENTS.
(a) The information set forth in the Proxy Statement under the captions
"SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA" is incorporated
herein by reference.
(b) Not applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
(a)-(b) The information set forth in the Proxy Statement under the caption
"INFORMATION CONCERNING THE SPECIAL MEETING - Solicitation,
Revocation and Use of Proxies" is incorporated herein by reference.
ITEM 15. ADDITIONAL INFORMATION.
(b) The information set forth in the Proxy Statement under the captions
"SUMMARY TERM SHEET - Stockholder Lawsuit Challenging the Merger"
and "SPECIAL FACTORS - Stockholder Lawsuit Challenging the Merger"
is incorporated herein by reference.
ITEM 16. EXHIBITS.
(a) Preliminary Proxy Statement, including all appendices thereto
(incorporated herein by reference to the Preliminary Proxy
Statement filed concurrently with this Statement).
(b) None.
(c)(1) Fairness Opinion of Salomon Smith Barney dated September 10, 2000
(incorporated herein by reference to Appendix B to the Proxy
Statement filed as Exhibit (a) to this Statement).
(c)(2) Presentation to the Independent Directors Committee of the Board of
Directors of PXP prepared and presented by Salomon Smith Barney in
connection with its fairness opinion dated September 10, 2000.
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(c)(3) Preliminary presentation to the Independent Directors Committee of
the Board of Directors of PXP prepared and presented by Salomon
Smith Barney dated August 10, 2000.
(d) Agreement and Plan of Merger, dated September 10, 2000, among
Phoenix Home Life, PM Holdings and PXP (incorporated herein by
reference to Appendix A to the Proxy Statement filed as Exhibit (a)
to this Statement).
(f) Statement of Appraisal Rights and Procedures (incorporated herein
by reference to Appendix C to the Proxy Statement filed as Exhibit
(a) to this Statement).
(g) None.
SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
PHOENIX INVESTMENT PARTNERS, LTD.
By: /s/ Philip R. McLoughlin
Philip R. McLoughlin
Chief Executive Officer
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
By: /s/ Robert W. Fiondella
Robert W. Fiondella
Chief Executive Officer
PM HOLDINGS, INC.
By: /s/ Robert W. Fiondella
Robert W. Fiondella
Chief Executive Officer
Dated: _______________, 2000.
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EXHIBIT INDEX
(a) Preliminary Proxy Statement, including all appendices thereto
(incorporated herein by reference to the Preliminary Proxy
Statement, filed concurrently with this Statement).
(c)(1) Fairness Opinion of Salomon Smith Barney dated September 10, 2000
(incorporated herein by reference to Appendix B to the Proxy
Statement filed as Exhibit (a) to this Statement).
(c)(2) Presentation to the Independent Directors Committee of the Board of
Directors of PXP prepared and presented by Salomon Smith Barney in
connection with its fairness opinion dated September 10, 2000.
(c)(3) Preliminary presentation to the Independent Directors Committee of
the Board of Directors of PXP prepared and presented by Salomon
Smith Barney dated August 10, 2000.
(d) Agreement and Plan of Merger, dated September 10, 2000, among
Phoenix Home Life, PM Holdings and PXP (incorporated herein by
reference to Appendix A to the Proxy Statement filed as Exhibit (a)
to this Statement).
(f) Statement of Appraisal Rights and Procedures (incorporated herein by
reference to Appendix C to the Proxy Statement filed as Exhibit (a)
to this Statement).
