<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Phoenix Investment Partners, Ltd.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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<PAGE>
PHOENIX INVESTMENT PARTNERS, LTD.
56 Prospect Street
Hartford, Connecticut 06115
----------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held May 11, 2000
To the Stockholders of
PHOENIX INVESTMENT PARTNERS, LTD.
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Phoenix
Investment Partners, Ltd. (the "Company") will be held at One American Row,
Hartford, Connecticut 06102, on Thursday, May 11, 2000, at 9:00 a.m., for the
purpose of considering and acting upon the following matters:
1. To elect eleven directors to serve until the next annual meeting of
stockholders and until their successors are duly elected and qualified;
2. To consider and act upon a proposal to approve and adopt the Phoenix
Investment Partners, Ltd. 2000 Management Incentive Plan;
3. To consider and act upon a proposal to approve and adopt the Phoenix
Investment Partners, Ltd. Employee Stock Purchase Plan; and
4. To consider and act upon such other business as may properly come before
the meeting or any adjournments thereof.
Stockholders of record as of the close of business on March 20, 2000 shall
be entitled to notice of and to vote at the meeting. The transfer books will
not be closed. For ten days prior to the meeting, a list of stockholders
entitled to vote at the meeting will be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, at the offices of Phoenix Investment Partners, Ltd., 56 Prospect
Street, Hartford, Connecticut 06115. Stockholders who do not expect to attend
the meeting in person are urged to execute and return the accompanying proxy
in the envelope enclosed.
By order of the Board of Directors
Nancy J. Engberg,
Secretary
Hartford, Connecticut
March 31, 2000
<PAGE>
PROXY STATEMENT
PHOENIX INVESTMENT PARTNERS, LTD.
ANNUAL MEETING OF STOCKHOLDERS
May 11, 2000
GENERAL INFORMATION
This proxy statement is being furnished to the stockholders of Phoenix
Investment Partners, Ltd., a Delaware corporation (the "Company"), 56 Prospect
Street, Hartford, Connecticut 06115, in connection with the solicitation of
proxies by its Board of Directors for use at the annual meeting of
stockholders to be held on Thursday, May 11, 2000 and at any adjournments
thereof. The approximate date on which this proxy statement and the
accompanying proxy are first being sent to stockholders is March 31, 2000.
The proxy is revocable at any time before it is voted by a subsequently
dated proxy, by written notification to the persons named therein as proxies,
which may be mailed or delivered to the Company at the above address, or by
attendance at the meeting and voting in person. All shares represented by
effective proxies will be voted at the meeting and at any adjournments
thereof.
If the enclosed proxy is properly executed and returned in time for voting
with a choice specified thereon, the shares represented thereby will be voted
as indicated thereon. If no specification is made, the proxy will be voted by
the proxy committee for the election as directors of the nominees named below
(or substitutes therefor, if any nominees are unable or refuse to serve), for
the approval and adoption of the Phoenix Investment Partners, Ltd. 2000
Management Incentive Plan, for the approval and adoption of the Phoenix
Investment Partners, Ltd. Employee Stock Purchase Plan, and in its discretion
upon such matters not presently known or determined which may properly come
before the meeting.
The Company has one class of stock outstanding, Common Stock, par value
$.01 per share ("Common Stock"). On March 20, 2000, 44,227,583 shares of
Common Stock were outstanding and entitled to one vote each on all matters to
be considered at the meeting. Stockholders of record as of the close of
business on March 20, 2000 are entitled to notice of and to vote at the
meeting. There are no cumulative voting rights with respect to the election of
directors.
Inspectors of election will be appointed to tabulate the number of shares
of Common Stock represented at the meeting in person or by proxy, to determine
whether or not a quorum is present and to count all votes cast at the meeting.
The inspectors of election will treat abstentions and broker non-votes as
shares that are present and entitled to vote for purposes of determining the
presence of a quorum. With respect to the tabulation of votes cast on a
specific proposal presented to the stockholders at the meeting, abstentions
will be considered as present and entitled to vote with respect to that
specific proposal, whereas broker non-votes will not be considered as present
and entitled to vote with respect to that specific proposal.
<PAGE>
PRINCIPAL HOLDERS OF COMMON STOCK
The following table shows with respect to each person who is known to be
the beneficial owner of more than 5% of the Common Stock of the Company: (i)
the total number of shares of Common Stock beneficially owned as of March 20,
2000; and (ii) the percent of the Common Stock so owned as of that date:
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Name and Address Beneficial Common
of Beneficial Owner Ownership(1) Stock
- ------------------- ------------ ----------
<S> <C> <C>
Phoenix Home Life Mutual Insurance Company............ 30,754,000(2) 63.30%
One American Row
Hartford, Connecticut 06102
Wanger Asset Management, L.P.......................... 3,857,000(3) 8.72%
227 West Monroe Street, Suite 3000
Chicago, Illinois 60606
Dimensional Fund Advisors Inc......................... 2,233,500(4) 5.05%
1299 Ocean Avenue, 11th Floor
Santa Monica, California 90401
</TABLE>
The following table shows with respect to each director and nominee for
director of the Company, each of the five executive officers of the Company
named in the Executive Compensation Table, and all directors and executive
officers as a group, 18 in number: (i) the total number of shares of Common
Stock beneficially owned as of March 20, 2000; and (ii) the percent of the
Common Stock so owned as of that date:
<TABLE>
<CAPTION>
Amount and
Nature of Percent of
Beneficial Common
Name of Beneficial Owner Ownership(1)(5) Stock
- ------------------------ --------------- ----------
<S> <C> <C>
Philip R. McLoughlin................................ 380,682 *
Calvin J. Pedersen.................................. -- *
Michael E. Haylon................................... 223,249 *
Clyde E. Bartter.................................... 110,999 *
John F. Sharry...................................... 151,421 *
William R. Moyer.................................... 181,732 *
Robert W. Fiondella................................. 115,154 *
Marilyn E. LaMarche................................. 62,355 *
James M. Oates...................................... 102,846 *
Ferdinand L.J. Verdonck............................. 72,846 *
John T. Anderson.................................... 42,423 *
Glen D. Churchill................................... 64,321 *
Donna F. Tuttle..................................... 75,927 *
David A. Williams................................... 74,012 *
All directors and executive officers as a group (18
persons)........................................... 1,797,241 4.06%
</TABLE>
- --------
* Less than one percent.
(1) Calculated pursuant to Rule 13d-3(d) of the Securities Exchange Act of
1934. Unless otherwise stated below, each such person has sole voting and
investment power with respect to all such shares. Under Rule
2
<PAGE>
13d-3(d), shares not outstanding which are subject to options, warrants,
rights or conversion privileges exercisable within 60 days are deemed
outstanding for the purpose of calculating the number and percentage owned
by such person, but are not deemed outstanding for the purpose of
calculating the percentage owned by each other person listed.
(2) Based upon the number of shares of Common Stock and the principal amount of
the Company's 6% Convertible Subordinated Debentures due November 1, 2015
(the "Debentures") reported in the most recent Schedule 13D filed by
Phoenix Home Life Mutual Insurance Company with the Securities and Exchange
Commission. Includes 26,400,000 shares of Common Stock beneficially owned
by Phoenix Home Life Mutual Insurance Company and 4,354,000 shares of
Common Stock which could be acquired through the conversion of $35,000,000
principal amount of Debentures beneficially owned by Phoenix Home Life
Mutual Insurance Company. Each $25 principal amount of Debentures is
convertible at any time into 3.11 shares of Common Stock.
(3) Number of shares reported in the most recent Schedule 13G filed by Wanger
Asset Management, L.P. ("Wanger") with the Securities and Exchange
Commission. These securities have been acquired on behalf of discretionary
clients of Wanger. Includes 3,857,000 shares as to which Wanger has shared
voting power and shared dispositive power.
(4) Number of shares reported in the most recent Schedule 13G filed by
Dimensional Fund Advisors Inc. ("Dimensional") with the Securities and
Exchange Commission. Dimensional serves as investment adviser to certain
funds, commingled group trusts and separate accounts (the "Funds"). In its
role as investment adviser, Dimensional possesses voting and/or investment
power over the securities of the Company that are owned by the Funds. These
securities are owned by the Funds. Includes 2,233,500 shares as to which
Dimensional has sole voting power and sole dispositive power.
(5) Includes shares of Common Stock which could be acquired through the
exercise of options and the conversion of Debentures as follows: Mr.
McLoughlin, 276,667 shares; Mr. Haylon, 147,500 shares; Mr. Bartter, 70,775
shares; Mr. Sharry, 90,834 shares; Mr. Moyer, 126,667 shares; Mr.
Fiondella, 85,154 shares; Ms. LaMarche, 62,355 shares; Mr. Oates, 72,846
shares; Mr. Verdonck, 72,846 shares; Mr. Anderson, 41,423 shares; Mr.
Churchill, 62,355 shares; Ms. Tuttle, 73,577 shares; Mr. Williams, 74,012
shares; all directors and executive officers as a group, 1,350,379 shares.
Also includes shares of restricted Common Stock as follows: Mr. McLoughlin,
52,741 shares; Mr. Haylon, 43,179 shares; Mr. Sharry, 33,990 shares; Mr.
Moyer, 21,244 shares; all directors and executive officers as a group,
178,823 shares. Each $25 principal amount of Debentures is convertible at
any time into 3.11 shares of Common Stock.
ELECTION OF DIRECTORS
Nominees and Directors
At the meeting, eleven directors are to be elected to hold office until the
next annual meeting of stockholders and until their successors are duly elected
and qualified. All of the nominees are presently directors of the Company. The
affirmative vote of the holders of a plurality of the shares of Common Stock
represented in person or by proxy at the annual meeting is required to elect
directors. It is intended that, in the absence of contrary specifications,
votes will be cast pursuant to the enclosed proxies for the election of such
nominees. Should any of the nominees become unable or unwilling to accept
nomination or election, it is intended, in the absence of contrary
specifications, that the proxies will be voted for the balance of those named
and for a substitute nominee or nominees. However, the Company now knows of no
reason to anticipate such an occurrence. All of the nominees have consented to
be named as nominees and to serve as directors if elected. Mr. Pedersen will
not stand for election to the Board of Directors.
3
<PAGE>
The following persons are nominees for election as directors of the
Company:
Philip R. McLoughlin--Age--53--Director since--1995
Mr. McLoughlin has been Chairman of the Board of the Company since May
13, 1997 and Chief Executive Officer of the Company since November 1,
1995. Mr. McLoughlin has also been a Director of Phoenix Home Life
Mutual Insurance Company ("Phoenix Home Life") since February 1994 and
has been employed by Phoenix Home Life as Executive Vice President--
Investments since December 1988. In addition, Mr. McLoughlin serves as
Chairman and President of Phoenix Equity Planning Corporation
("PEPCO"), Chairman of Phoenix Investment Counsel, Inc. ("PIC"), Vice
Chairman of Duff & Phelps Investment Management Co. ("DPIM") and
Chairman and Chief Executive Officer of National Securities & Research
Corporation ("NS&RC"), subsidiaries of the Company. He also is a member
of the Board of Directors of PIC, PEPCO, DPIM, NS&RC, Pasadena Capital
Corporation, Duff & Phelps Utilities Tax-Free Income Inc. and Duff &
Phelps Utility and Corporate Bond Trust Inc. Mr. McLoughlin also serves
as President and as a Director or Trustee of the Phoenix Funds, Phoenix
Duff & Phelps Institutional Mutual Funds and Phoenix-Aberdeen Series
Fund (collectively, the "Phoenix Mutual Funds"). He is Chairman of the
Phoenix-Zweig Trust and the Phoenix-Euclid Funds, open-end investment
companies. He is also Chairman, Chief Executive Officer and President
of Zweig Glaser Advisers, LLC ("ZGA"), a wholly-owned subsidiary of the
Company. He is a Director of PM Holdings, Inc. ("PM Holdings"), Phoenix
Charter Oak Trust Company, Aberdeen Asset Management plc, The World
Trust, a Luxembourg closed-end fund, The Emerging World Trust Fund, a
Luxembourg closed-end fund, PXRE Corporation ("PXRE"), a publicly-
traded corporation, and of its wholly-owned subsidiary, PXRE
Reinsurance Company ("PXRE Reinsurance").
Michael E. Haylon--Age--42--Director since--1995
Mr. Haylon has been an Executive Vice President of the Company since
November 1, 1995. From February 1993 to November 1, 1995, Mr. Haylon
was Senior Vice President--Securities Investments of Phoenix Home Life.
Mr. Haylon is also President of PIC, Executive Vice President of NS&RC,
DPIM, the Phoenix Mutual Funds and ZGA. From June 1991 through January
1993, Mr. Haylon was Vice President--Public Fixed Income and from June
1990 through May 1991, he was Vice President--Public Bond Investments
of Phoenix Home Life. Mr. Haylon was Vice President of Aetna Capital
Management from August 1986 until June 1990 and a Managing Director of
Aetna Bond Investors from February 1989 until June 1990. Mr. Haylon
also serves as a member of the Boards of Directors of PIC, PEPCO and
NS&RC.
Clyde E. Bartter--Age--68--Director since--1997
Mr. Bartter has been President of DPIM since April 7, 1997. He also
serves as a member of the Board of Directors of DPIM. Prior to joining
DPIM in 1983, Mr. Bartter was President of Portfolio Advisory Services,
an investment counsel subsidiary of the National City Bank of
Cleveland.
Robert W. Fiondella--Age--57--Director since--1995
Mr. Fiondella has been Chairman of the Board and Chief Executive
Officer of Phoenix Home Life since February 1994. Mr. Fiondella served
as President of Phoenix Home Life from 1989 to February 2000. From July
1992 until February 1994, Mr. Fiondella also served as Principal
Operating Officer
4
<PAGE>
and from February 1989 until July 1992, as Chief Operating Officer, of
Phoenix Home Life. Mr. Fiondella is the President of PM Holdings and is
also a member of the Boards of Directors of several of Phoenix Home
Life's subsidiaries, including PM Holdings and Phoenix Charter Oak
Trust Company. Mr. Fiondella is also a member of the Boards of
Directors of PXRE, PXRE Reinsurance, Advest Group, Inc. and Barnes
Group.
Marilyn E. LaMarche--Age--65--Director since--1995
Ms. LaMarche has been a Director of Phoenix Home Life since 1989. Ms.
LaMarche has been a Limited Managing Director of Lazard Freres & Co.,
L.L.C. (and a general partner of its predecessor), a New York based
investment banking company, since January 1983.
James M. Oates--Age--53--Director since--1995
Mr. Oates has been Chairman of IBEX Capital Markets, Inc. since October
1996 and Managing Director of The Wydown Group since April 1994. From
1984 through 1994, he served as President and Chief Executive Officer
of Neworld Bank. Mr. Oates is also a Director or Trustee of the Phoenix
Mutual Funds. In addition, Mr. Oates is a Director of AIB Govett, Inc.,
Investor Financial Services Corporation, Investors Bank & Trust Co.,
Connecticut River Bancorp, Plymouth Rubber Company, Stifel Financial,
Emerson Investment Management, Inc. and Command Systems. He also serves
as Vice Chairman of Massachusetts Housing Partnership.
Ferdinand L.J. Verdonck--Age--57--Director since--1995
Mr. Verdonck has been Managing Director of Almanij N.V., the holding
company of the Almanij Group (the "Group"), since 1992. He also serves
as a Director of Almanij N.V., KBC Bank & Insurance Holding Company
N.V., KBC Bank N.V., KBC Insurance N.V., Brussels, Belgium, Kredietbank
S.A. Luxembourgeoise, and of various affiliated companies in the Group.
From 1984 to 1992, Mr. Verdonck served in various senior executive
capacities with N.V. Bekaert S.A., a Belgian steel wire and cord
manufacturer, both in Belgium and New York City. He also serves as
Director of The Fleming Continental European Investment Trust plc. He
was a Senior Vice President of Lazard Freres & Co., L.L.C. in New York
from 1977 to 1984, having previously served as an International Banking
Officer of Continental Illinois Bank in Chicago.
John T. Anderson--Age--69--Director since--1996
Mr. Anderson is presently retired. From January 2, 1996 to December 31,
1998, Mr. Anderson was of counsel to Lord, Bissell & Brook, a Chicago
law firm. From 1966 to January 2, 1996, Mr. Anderson was a partner of
Lord, Bissell & Brook.
Glen D. Churchill--Age--66--Director since--1992
Mr. Churchill is presently retired. Prior to May 1, 1992, Mr. Churchill
was President and Chief Executive Officer of West Texas Utilities
Company for more than the preceding five years.
Donna F. Tuttle--Age--51--Director since--1992
Ms. Tuttle has been President of Korn Tuttle Capital Group, a Los
Angeles, California investment consulting firm, since March 1992. From
January 1990 to March 1992, Ms. Tuttle was Chairman and Chief Executive
Officer of Ayer Tuttle, a division of an international advertising
agency. From January 1983 to January 1989, Ms. Tuttle served as U.S.
Deputy Secretary of Commerce and Under Secretary of Commerce. Ms.
Tuttle is also a member of the Board of Directors of Hilton Hotels
Corp.
5
<PAGE>
David A. Williams--Age--58--Director since--1993
Mr. Williams is President of Roxborough Holdings Ltd. Mr. Williams was
President and Chief Executive Officer of Beutel, Goodman & Company
Ltd., a Toronto, Canada investment counseling firm ("BG"), from 1991 to
December 1994. From 1971 to 1991, he served as Vice President of BG.
Mr. Williams joined BG in 1969. The Company owned 49% of the
outstanding voting capital stock of BG until December 3, 1998. Mr.
Williams is also a member of the Boards of Directors of Enhanced
Marketing Services, Equisure Financial Network, FRI Corporation,
Krystal Bond Corporation, PICO Holdings, Inc., Pinetree Capital
Corporation, Octagon Industries Ltd., Radiant Energy Corporation, Drug
Royalty Corporation, Oxylene Limited, Canenerco Ltd., Carbite Golf,
David S. Reid Ltd. and First International Asset Management.
The Board of Directors
The business and affairs of the Company are managed under the direction of
the Board of Directors. The Board has responsibility for establishing broad
corporate policies and for the overall performance of the Company. However,
the Board is not involved in day-to-day operating details. Members of the
Board are kept informed of the Company's business by various reports and
documents sent to them, as well as by reports presented at meetings of the
Board and its committees. During 1999, the Board of Directors met four times.
No director attended fewer than 75% of the aggregate number of meetings of the
Board of Directors and the committees on which he or she served.
Board Committees
The Board of Directors has two standing committees, the Audit Committee and
the Compensation Committee.
The Audit Committee recommends to the Board of Directors the appointment of
the independent public accountants for the following year. The Audit Committee
also reviews the scope of the annual audit, the annual financial statements of
the Company and the auditor's report thereon and the auditor's comments
relative to the adequacy of the Company's system of internal controls and
accounting systems. The Audit Committee, which is presently composed of
Messrs. Churchill (Chairman), Anderson and Verdonck and Ms. Tuttle, met three
times during 1999.
The Compensation Committee reviews management compensation levels and
provides recommendations regarding salaries and other compensation for the
Company's officers, including bonuses and other incentive programs. The
Compensation Committee also administers the Company's stock incentive program.
The Compensation Committee, which is presently composed of Messrs. Oates
(Chairman) and Williams and Ms. LaMarche, met three times during 1999.
The Company does not have a standing nominating committee of the Board of
Directors. This function is performed by the Board of Directors. The Company's
By-Laws establish procedures, including advance notice procedures, with regard
to the nomination, other than by or at the direction of the Board of
Directors, of candidates for election as directors. In general, notice must be
received by the Company at its principal executive offices not less than 60
days nor more than 90 days prior to meetings of stockholders of the Company.
Such notice must set forth all information with respect to each such nominee
as required by the federal proxy rules. Such notice must be accompanied by a
signed statement of such nominee consenting to be a nominee and a director, if
elected.
6
<PAGE>
REPORT OF THE COMPENSATION COMMITTEE ON
EXECUTIVE COMPENSATION
General
The Compensation Committee of the Board of Directors is responsible for
establishing, administering and evaluating the Company's policies regarding
the compensation of its executive officers. The Company's compensation
policies are intended to align executive compensation with the business
objectives and performance of the Company. Additionally, the Company's
compensation policies are designed to permit the Company to attract, retain
and motivate executive officers to ensure the long-term success of the
Company.
The compensation of executive officers is composed of three components:
salary, annual incentive compensation and long-term incentive compensation.
The Compensation Committee considers the total compensation of each executive
officer in establishing each element of his compensation. The compensation of
the Company's Chief Executive Officer is subject to the same policies that are
applicable to all executive officers of the Company.
Salary
In establishing the annual salaries of each of the Company's executive
officers, including the Chief Executive Officer, the responsibilities,
abilities and industriousness of the executive officer and the Company's
performance were considered. The salaries of persons holding similar positions
at comparable companies were also reviewed.
Annual Incentive Compensation
The Board of Directors has adopted two incentive compensation plans, the
Management Incentive Plan ("MIP") and the Investment Incentive Plan ("IIP").
Incentive compensation is intended to be variable and closely tied to
corporate and individual performance in a manner that encourages a continuous
focus on providing top-quality service to clients, increasing productivity and
obtaining new business opportunities in order to increase profitability and
stockholder value.
In 1999, Messrs. McLoughlin, Pedersen, Haylon, Sharry and Moyer
participated in the MIP. Under the MIP, eligible officers with salaries under
$100,000 have a payout range of between 15% and 25% of salary, and officers
with salaries of $100,000 or more generally have a payout range of between 30%
and 175% of salary. Payouts under the IIP are based 70% on the basis of
quantitative portfolio performance results and 30% (the "nonquantitative
portion") on factors including corporate earnings and personal performance.
Under the IIP, individual incentive compensation can range from 25% to 400% of
salary based upon the nature of a covered individual's specific job
requirements. The total payout under the MIP and the IIP are determined based
on achievement of revenue and profitability objectives.
Long-Term Incentive Compensation
Pursuant to the Company's stock incentive plans, key employees of the
Company, including executive officers, are eligible to receive long-term
incentives in a variety of forms including stock options, stock appreciation
rights, restricted stock, phantom stock and other stock based awards. The
purpose of the stock incentive plans is to enable the Company to attract and
retain the best available executive personnel and other
7
<PAGE>
key employees, to provide for the Company's long-term growth and business
success and to provide an incentive for such employees to exert their best
efforts on behalf of the Company and its stockholders. The Compensation
Committee believes that the grant of awards whose value is related to the
value of the Company's Common Stock aligns the interests of stockholders and
employees who receive awards. The stock incentive plans are administered by
the Compensation Committee.
The Compensation Committee determines the individuals to whom awards are
granted, the type and amount of awards to be granted, the time of all such
grants and the terms, conditions and provisions of such awards and the
restrictions related thereto. In making awards under the stock incentive
plans, the Compensation Committee considers the recommendations of the
executive officers of the Company, the responsibilities of each grantee, his
past performance and his anticipated future contribution to the Company.
During 1999, stock options and restricted stock were granted under the
stock incentive plans. The Compensation Committee believes that the grant of
stock options provides a strong incentive for employees to increase
stockholder value over the long term because the full benefit of such awards
cannot be realized unless the value of the Company's Common Stock appreciates
over a specified number of years. Most of the officers of the Company received
options and certain officers received restricted stock grants in 1999. The
exercise price of options granted in 1999 is equal to the fair market value
per share of Common Stock on the date of grant. Generally, one-third of each
option grant vests on the first, second and third anniversaries of the date of
grant and such options expire ten years after the date of grant.
Amendments adopted in 1993 to the Internal Revenue Code limit the
deductibility for federal income tax purposes of certain compensation payable
to top executive officers of publicly held corporations. Certain types of
compensation are excluded from the limitations. The Company believes that the
limitations are not applicable to stock options granted under the stock
incentive plans. With respect to annual incentive compensation, if the
proposal to approve the Phoenix Investment Partners, Ltd. 2000 Management
Incentive Plan is adopted by the stockholders of the Company, annual
nondiscretionary incentive compensation paid under the Phoenix Investment
Partners, Ltd. 2000 Management Incentive Plan will be excluded from the
limitations on deductibility.
The salary, annual incentive compensation and long-term incentive
compensation paid by the Company to the Chief Executive Officer and the other
four most highly compensated executive officers of the Company in 1999 are set
forth in the tables that follow this Report. The Compensation Committee
believes that the executive officers of the Company are dedicated to
increasing profitability and stockholder value and that the compensation
policies that the Compensation Committee has established and administered
contribute to this focus.
THE COMPENSATION COMMITTEE
James M. Oates (Chairman)
Marilyn E. LaMarche
David A. Williams
The foregoing Report of the Compensation Committee on Executive
Compensation shall not be deemed to be incorporated by reference into any
filing of the Company under the Securities Act of 1933 or the Securities
Exchange Act of 1934, except to the extent that the Company specifically
incorporates such information by reference.
8
<PAGE>
EXECUTIVE COMPENSATION
Executive Compensation Table
The following table sets forth certain information regarding the
compensation paid or accrued by the Company to or for the account of the Chief
Executive Officer and each of the other four most highly compensated executive
officers of the Company for services rendered in all capacities during each of
the Company's fiscal years ended December 31, 1999, 1998 and 1997:
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
-------------------- --------------------------
Restricted Securities All Other
Name and Principal Stock Awards Underlying Compensation
Position Year Salary($) Bonus($) ($)(1) Options(#)(2) ($)(3)
- ------------------------- ---- --------- ---------- ------------ ------------- ------------
<S> <C> <C> <C> <C> <C> <C>
Philip R. McLoughlin..... 1999 $575,000 $1,334,025 $260,401 75,000 $20,640
Chairman of the Board
and 1998 525,000 704,467 131,312 75,000 19,620
Chief Executive
Officer(4) 1997 525,000 468,167 -- 100,000 18,468
Calvin J. Pedersen....... 1999 524,000 390,643 -- -- 21,298
President(5) 1998 502,150 767,817 77,554 37,500 22,493
1997 498,287 767,817 -- 50,000 20,590
Michael E. Haylon........ 1999 325,000 733,125 181,974 37,500 9,675
Executive Vice President 1998 300,000 564,133 131,312 37,500 8,925
1997 300,000 413,333 65,038 60,000 8,925
John F. Sharry........... 1999 283,269 483,150 161,050 37,500 10,607
President of Retail
Division(6) 1998 260,000 309,407 103,203 37,500 10,464
William R. Moyer......... 1999 233,173 307,425 102,474 30,000 10,963
Executive Vice President
and 1998 214,038 133,900 44,636 30,000 9,454
Chief Financial Officer 1997 214,038 122,300 25,032 55,000 7,622
</TABLE>
- --------
(1) Value of shares of restricted stock is based upon the closing market price
per share of Common Stock on the date of grant. The number and value of
the aggregate restricted stock holdings of the named executive officers at
December 31, 1999 were as follows: Mr. McLoughlin, 58,478 shares,
$475,134; Mr. Pedersen, 8,127 shares, $66,032; Mr. Haylon, 51,782 shares,
$420,729; Mr. Sharry, 35,630 shares, $289,494; and Mr. Moyer, 24,297
shares, $197,413. Annually, upon the anniversary of the date of grant of
the restricted stock, one-third of the restricted stock granted becomes
vested, until the third anniversary of the date of grant, whereupon the
restricted stock granted is fully vested. Declared dividends are accrued
until the stock restrictions are released, at which time they are paid.
(2) Number of shares of Common Stock subject to options granted during the
year indicated under the Company's 1992 Long-Term Stock Incentive Plan.
(3) Consists of matching contributions made by the Company pursuant to the
Company's Savings Plan and life insurance premiums paid by the Company.
For 1999, life insurance premiums in the following amounts were paid by
the Company: Mr. McLoughlin, $3,621; Mr. Pedersen, $6,018; Mr. Sharry,
$2,244; and Mr. Moyer, $4,106.
(4) Includes total compensation of $353,206, $291,224 and $292,666 in 1999,
1998 and 1997, respectively, for services provided to Phoenix Home Life,
for which the Company was reimbursed by Phoenix Home Life.
9
<PAGE>
(5) Effective January 5, 2000, Mr. Pedersen ceased to serve as President of
the Company.
(6) Mr. Sharry became an executive officer of the Company on January 1, 1998.
Employee Stock Options
Option Grants. The following table sets forth certain information regarding
options to purchase shares of Common Stock granted to the executive officers
of the Company named in the Executive Compensation Table during the Company's
1999 fiscal year:
<TABLE>
<CAPTION>
Individual Grants
- ----------------------------------------------------------------------------------------------
Number of
Securities % of Total
Underlying Options Granted Exercise Grant Date
Options to Employees in Price Present
Name Granted(#)(1) Fiscal Year ($/Sh)(2) Expiration Date Value($)(3)
- ------------------------ ------------- --------------- --------- ----------------- -----------
<S> <C> <C> <C> <C> <C>
Philip R. McLoughlin.... 75,000 6.6% $8.125 December 31, 2009 $183,675
Calvin J. Pedersen...... -- -- -- -- --
Michael E. Haylon....... 37,500 3.3% 8.125 December 31, 2009 91,838
John F. Sharry.......... 37,500 3.3% 8.125 December 31, 2009 91,838
William R. Moyer........ 30,000 2.7% 8.125 December 31, 2009 73,470
</TABLE>
- --------
(1) These options were granted on December 31, 1999 under the Company's 1992
Long-Term Stock Incentive Plan. These options are non-qualified stock
options. Beginning December 31, 2000, annually, upon the anniversary of
the date of grant of the options, one-third of the options granted become
vested and exercisable, until the third anniversary of the date of grant,
whereupon the options granted are fully vested and exercisable.
(2) The option exercise price is equal to the fair market value per share of
Common Stock on the date of grant.
(3) Calculated pursuant to the Black-Scholes option pricing model. Assumes
expected volatility of 27.60%, risk-free rate of return of 6.44%, dividend
yield of 2.62%, time to expiration of ten years and no risk of forfeiture.
Option Exercises. The following table sets forth certain information
regarding options to purchase shares of Common Stock exercised during the
Company's 1999 fiscal year and the number and value of unexercised options to
purchase shares of Common Stock held at the end of the Company's 1999 fiscal
year by the executive officers of the Company named in the Executive
Compensation Table:
<TABLE>
<CAPTION>
Value of
Unexercised
Number of Securities In-the-Money
Underlying Options at
Unexercised Options Fiscal Year
at Fiscal Year End(#) End ($)(2)
Number of --------------------- --------------
Shares Acquired Value Exercisable/ Exercisable/
Name on Exercise(#) Realized($)(1) Unexercisable Unexercisable
- ------------------------ --------------- -------------- --------------------- --------------
<S> <C> <C> <C> <C>
Philip R. McLoughlin.... -- -- 276,667/158,333 $217,408/4,167
Calvin J. Pedersen...... 132,168 $439,347 108,334/74,998 57,825/72,914
Michael E. Haylon....... -- -- 147,500/82,500 110,775/2,500
John F. Sharry.......... -- -- 90,834/74,166 62,642/1,458
William R. Moyer........ -- -- 126,667/68,333 94,183/2,292
</TABLE>
10
<PAGE>
- --------
(1) Value realized is equal to the difference between the fair market value
per share of Common Stock on the date of exercise and the option exercise
price per share multiplied by the number of shares acquired upon exercise
of an option.
(2) Value of unexercised in-the-money options is equal to the difference
between the fair market value per share of Common Stock at December 31,
1999 and the option exercise price per share multiplied by the number of
shares subject to options.
Employment Agreements
On November 1, 1995, Mr. Pedersen entered into an employment agreement with
the Company, which was amended and restated as of March 31, 1998, pursuant to
which he served as a director and President of the Company and Chairman of the
Board of DPIM. Effective January 5, 2000, Mr. Pedersen ceased to be an
employee of the Company. In March 2000, the Company was notified of a demand
for arbitration with regard to Mr. Pedersen, alleging wrongful termination,
defamation, and other claims. Management believes that the termination was for
cause and intends to vigorously defend against all claims in the case.
Management of the Company does not expect this matter to have a material
adverse effect on the Company's financial position or results of operations.
Severance Agreements
Messrs. McLoughlin and Haylon have entered into severance agreements with
the Company. Each agreement provides for payment in the event Phoenix Home
Life and/or its subsidiaries' ownership percentage of the Company falls below
50% or upon the merger, consolidation, acquisition or other organizational
change or event determined by the Executive Committee of the Company's Board
of Directors (collectively a "Change of Control Event"). The agreements
provide that upon a Change of Control Event, if the employee's employment is
terminated without Cause, as defined in the agreement, or if the employee
terminates employment for Good Reason, as defined in the agreement (including
resignation following reduction in title, functional responsibilities or base
salary), the Company will pay severance benefits. The benefit is to be made in
a single payment in an amount equal to three times, in the case of Mr.
McLoughlin, and two times, in the case of Mr. Haylon, the sum of the
employee's annualized base salary at the time, the average of the prior three
year's bonus or short-term incentive compensation payments, and the matching
contributions made by the Company to its qualified and non-qualified savings
and investment plans during the calendar year preceding the termination date.
Further, one-third of any unvested stock options granted under the 1992 Long-
Term Stock Incentive Plan will vest as of termination, and a further one-third
will vest on each of the first two anniversaries of termination. In addition,
the employee can continue to participate, at his own expense, in any life,
accident and health insurance programs in which he participated at the time of
his termination. Notwithstanding the foregoing, in the event that the payment
and benefits would constitute an excess parachute payment, the total amount
payable will be reduced so that no excess parachute payment results.
Directors' Compensation
Directors who are employees of the Company do not receive any compensation
for serving as directors of the Company. In 2000, other directors receive an
annual retainer of $24,000 and an additional $3,500 payable to any such
director who serves as a chairman of a committee of the Board of Directors,
plus an attendance fee for
11
<PAGE>
each such director of $1,000 per regular meeting and $750 per committee
meeting. Under the Company's 1992 Long-Term Stock Incentive Plan, each non-
employee director ("Outside Director") is automatically granted on the date he
is first elected to the Board of Directors an option to purchase 10,000 shares
of Common Stock of the Company at an exercise price per share equal to the
fair market value per share of Common Stock on the date of grant. Such options
become exercisable one year after the date of grant and expire ten years after
the date of grant. Half of each Outside Director's annual retainer is paid in
the form of an option to purchase shares of Common Stock. Each Outside
Director may also elect to receive an option to purchase shares of Common
Stock in lieu of being paid any portion or all of the half of the annual
retainer that would otherwise be paid in cash. The number of shares of Common
Stock subject to any such option is equal to the amount of the director's
annual retainer to be paid in the form of an option divided by 15% of the fair
market value of a share of Common Stock on the date of grant. The option price
per share for any such option is equal to 85% of the fair market value of a
share of Common Stock on the date of grant. Such options become exercisable
one year after the date of grant and expire ten years after the date of grant.
On February 1, 1999, Messrs. Anderson, Churchill, Fiondella, Oates, Verdonck
and Williams and Ms. LaMarche and Tuttle were each granted an option to
purchase 10,526 shares of Common Stock of the Company at an exercise price
equal to $7.625 per share as the option portion of their annual retainer for
1999. Such options became exercisable in full on February 1, 2000 and expire
on February 1, 2009. On February 1, 1999, Messrs. Churchill, Fiondella, Oates,
Verdonck and Williams and Ms. LaMarche and Tuttle were each granted an option
to purchase 10,526 shares of Common Stock of the Company at an exercise price
equal to $7.625 per share in lieu of being paid the cash portion of their
annual retainer for 1999. Such options became exercisable in full on February
1, 2000 and expire on February 1, 2009. Additionally, all Outside Directors
are reimbursed for expenses incurred in attending board meetings.
Compensation Committee Interlocks and Insider Participation
The Board of Directors maintains a Compensation Committee, which presently
consists of Messrs. Oates (Chairman) and Williams and Ms. LaMarche. None of
the members of the Compensation Committee is presently or was formerly an
officer or employee of the Company or any of its subsidiaries.
Certain Transactions
Mr. McLoughlin is a director of Duff & Phelps Utilities Tax-Free Income
Inc., a closed-end investment company ("Utilities Tax-Free Fund"). DPIM serves
as the investment adviser of the Utilities Tax-Free Fund. Pursuant to an
investment advisory agreement between DPIM and the Utilities Tax-Free Fund,
DPIM received $1.0 million in fees from the Utilities Tax-Free Fund in 1999.
Mr. McLoughlin is a director of Duff & Phelps Utility and Corporate Bond
Trust Inc., a closed-end investment company ("Utility and Corporate Bond
Trust"). DPIM serves as the investment adviser of the Utility and Corporate
Bond Trust. Pursuant to an investment advisory agreement between DPIM and the
Utility and Corporate Bond Trust, DPIM received $2.5 million in fees from the
Utility and Corporate Bond Trust in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix Duff &
Phelps Institutional Mutual Funds and Mr. McLoughlin is President and Mr.
Haylon is Executive Vice President of the Phoenix Duff & Phelps Institutional
Mutual Funds, an open-end investment company. PIC serves as investment adviser
of the Phoenix Duff & Phelps Institutional Mutual Funds. Pursuant to an
investment advisory agreement between PIC and the Phoenix Duff & Phelps
Institutional Mutual Funds, PIC received $.4 million in fees from the Phoenix
Duff & Phelps Institutional Mutual Funds in 1999.
12
<PAGE>
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix Series
Fund and Mr. McLoughlin is President and Mr. Haylon is Executive Vice
President of the Phoenix Series Fund, an open-end investment company. PIC and
DPIM serve as the investment advisers of the Phoenix Series Fund. Pursuant to
an investment advisory agreement between PIC and DPIM and the Phoenix Series
Fund, PIC and DPIM received $35.2 million in fees from the Phoenix Series Fund
in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix Multi-
Portfolio Fund and Mr. McLoughlin is President and Mr. Haylon is Executive
Vice President of the Phoenix Multi-Portfolio Fund, an open-end investment
company. PIC serves as the investment adviser to four portfolios of the
Phoenix Multi-Portfolio Fund and DPIM serves as adviser to one portfolio of
the Phoenix Multi-Portfolio Fund. Pursuant to an investment advisory agreement
between PIC and DPIM and the Phoenix Multi-Portfolio Fund, PIC and DPIM
received $4.3 million in fees from the Phoenix Multi-Portfolio Fund in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix
Strategic Equity Series Fund and Mr. McLoughlin is President and Mr. Haylon is
Executive Vice President of the Phoenix Strategic Equity Series Fund, an open-
end investment company. PIC serves as the investment adviser of the Phoenix
Strategic Equity Series Fund. Pursuant to an investment advisory agreement
between PIC and the Phoenix Strategic Equity Series Fund, PIC received a total
of $4.7 million in fees from the Phoenix Strategic Equity Series Fund in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix Edge
Series Fund and Mr. McLoughlin is President and Mr. Haylon is Executive Vice
President of the Phoenix Edge Series Fund, an open-end investment company. PIC
serves as the investment adviser to eleven funds of the Phoenix Edge Series
Fund and DPIM serves as adviser to one fund of the Phoenix Edge Series Fund.
Pursuant to an investment advisory agreement between PIC and DPIM and the
Phoenix Edge Series Fund, PIC and DPIM received $7.3 million in fees from the
Phoenix Edge Series Fund in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of Phoenix-Oakhurst
Strategic Allocation Fund, Inc. and Mr. McLoughlin is President and Mr. Haylon
is Executive Vice President of Phoenix-Oakhurst Strategic Allocation Fund,
Inc., an open-end investment company. PIC serves as the investment adviser of
Phoenix-Oakhurst Strategic Allocation Fund, Inc. Pursuant to an investment
advisory agreement between PIC and Phoenix-Oakhurst Strategic Allocation Fund,
Inc., PIC received $2.1 million in fees from Phoenix-Oakhurst Strategic
Allocation Fund, Inc. in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix-Goodwin
Multi-Sector Short Term Bond Fund and Mr. McLoughlin is President and Mr.
Haylon is Executive Vice President of the Phoenix-Goodwin Multi-Sector Short
Term Bond Fund, an open-end investment company. PIC serves as the investment
adviser of the Phoenix-Goodwin Multi-Sector Short Term Bond Fund. After
reimbursements, PIC did not receive any fees from the Phoenix-Goodwin Multi-
Sector Short Term Bond Fund in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix-
Aberdeen Worldwide Opportunities Fund and Mr. McLoughlin is President and Mr.
Haylon is Executive Vice President of the Phoenix-Aberdeen Worldwide
Opportunities Fund, an open-end investment company. PIC serves as the
investment adviser of the Phoenix-Aberdeen Worldwide Opportunities Fund.
Pursuant to an investment advisory agreement between PIC and the Phoenix-
Aberdeen Worldwide Opportunities Fund, PIC received $1.0 million in fees from
the Phoenix-Aberdeen Worldwide Opportunities Fund in 1999.
13
<PAGE>
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix-
Oakhurst Income and Growth Fund and Mr. McLoughlin is President and Mr. Haylon
is Executive Vice President of the Phoenix-Oakhurst Income and Growth Fund, an
open-end investment company. PIC serves as the investment adviser of the
Phoenix-Oakhurst Income and Growth Fund. Pursuant to an investment advisory
agreement between PIC and the Phoenix-Oakhurst Income and Growth Fund, PIC
received $5.9 million in fees from the Phoenix-Oakhurst Income and Growth Fund
in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of Phoenix-Goodwin
Multi-Sector Fixed Income Fund, Inc. and Mr. McLoughlin is President and Mr.
Haylon is Executive Vice President of Phoenix-Goodwin Multi-Sector Fixed
Income Fund, Inc., an open-end investment company. PIC serves as the
investment adviser of the Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc.
Pursuant to an investment advisory agreement between PIC and Phoenix-Goodwin
Multi-Sector Fixed Income Fund, Inc., PIC received $1.4 million in fees from
Phoenix-Goodwin Multi-Sector Fixed Income Fund, Inc. in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of Phoenix-Goodwin
California Tax-Exempt Bonds, Inc. and Mr. McLoughlin is President and Mr.
Haylon is Executive Vice President of Phoenix-Goodwin California Tax-Exempt
Bonds, Inc., an open-end investment company. PIC serves as the investment
adviser of Phoenix-Goodwin California Tax-Exempt Bonds, Inc. Pursuant to an
investment advisory agreement between PIC and Phoenix-Goodwin California Tax-
Exempt Bonds, Inc., PIC received $.4 million in fees from Phoenix-Goodwin
California Tax-Exempt Bonds, Inc. in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix-
Aberdeen Series Fund and Mr. McLoughlin is President and Mr. Haylon is
Executive Vice President of the Phoenix-Aberdeen Series Fund. The Company
serves as the administrator of the Phoenix-Aberdeen Series Fund and receives a
fee equal to 15 basis points of the average daily net assets under management.
PIC serves as one of two subadvisers to the Aberdeen Small Cap portfolio of
the Phoenix-Aberdeen Series Fund and performs other services for both
portfolios. The Company and PIC each received $.1 million in fees from the
Phoenix-Aberdeen Series Fund in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix Equity
Series Fund and Mr. McLoughlin is President and Mr. Haylon is Executive Vice
President of the Phoenix Equity Series Fund, an open-end investment company.
PIC and DPIM serve as the investment advisers of the Phoenix Equity Series
Fund. Pursuant to an investment advisory agreement between PIC and DPIM and
the Phoenix Equity Series Fund, PIC and DPIM received $2.6 million in fees
from the Phoenix Equity Series Fund in 1999.
Messrs. McLoughlin, Pedersen and Oates are directors of the Phoenix
Investment Trust 97 and Mr. McLoughlin is President and Mr. Haylon is
Executive Vice President of the Phoenix Investment Trust 97, an open-end
investment company. PIC serves as the investment adviser of the Phoenix
Investment Trust 97. Pursuant to an investment advisory agreement between PIC
and the Phoenix Investment Trust 97, PIC received $.4 million in fees from the
Phoenix Investment Trust 97 in 1999.
Mr. McLoughlin became Chairman of the Phoenix-Zweig Trust, an open-end
investment company, in March 2000. ZGA serves as the investment adviser of the
Phoenix-Zweig Trust. Pursuant to an investment advisory agreement between ZGA
and the Phoenix-Zweig Trust, ZGA received $11.9 million in fees from the
Phoenix-Zweig Trust in 1999.
14
<PAGE>
Mr. McLoughlin became Chairman of the Phoenix-Euclid Funds, an open-end
investment company, in March 2000. ZGA serves as the investment adviser of the
Phoenix-Euclid Funds. Pursuant to an investment advisory agreement between ZGA
and the Phoenix-Euclid Funds, ZGA received $1.4 million in fees from the
Phoenix-Euclid Funds in 1999.
Mr. Oates is Chairman of IBEX Capital Markets, Inc. PIC serves as the
investment subadviser to assets managed by IBEX Capital Markets, Inc. Pursuant
to an investment advisory agreement between PIC and IBEX Capital Markets,
Inc., PIC received a total of $.5 million in fees from IBEX Capital Markets,
Inc. in 1999.
PEPCO is the principal underwriter/distributor for the Phoenix Mutual
Funds. PEPCO received $7.1 million in fees for such underwriter/distributor
services from the Phoenix Mutual Funds in 1999. In addition, PEPCO serves as
transfer agent for the Phoenix Mutual Funds. PEPCO received $8.1 million from
the Phoenix Mutual Funds for such transfer agent services in 1999.
Messrs. McLoughlin and Fiondella are directors of Phoenix Charter Oak Trust
Company. PIC serves as the investment adviser of Phoenix Charter Oak Trust
Company, but no fees were earned from Phoenix Charter Oak Trust Company in
1999.
Lord, Bissell & Brook, a Chicago law firm, provided legal services to the
Company during 1999. Until December 31, 1998, Mr. Anderson was of counsel to,
and until January 2, 1996 was a partner of, Lord, Bissell & Brook.
Phoenix Home Life and the Company maintain certain relationships which are
described below.
License Agreement. On November 1, 1995, the Company and Phoenix Home Life
entered into a license agreement (the "License Agreement") pursuant to which
Phoenix Home Life has granted the Company an exclusive license (subject to the
limited non-exclusive license granted to Merrill Lynch Phoenix Fund, Inc.) to
use the name "Phoenix" and the related design (collectively, the "Trademarks")
in the United States and all other jurisdictions where Phoenix Home Life has
rights to such Trademarks in connection with the provision of investment
advisory services to public mutual funds and other institutional investors
with respect to equity and fixed income securities other than securities of
entities primarily engaged in the ownership and/or operation of real estate or
real estate mortgages or other interests in real estate (the "Licensed
Services"). The Company has also been granted the right to sublicense the
Trademarks for use as the name or as a component of the name of any mutual
fund of which the Company is the investment adviser. The exclusive license
will remain in force as long as Phoenix Home Life, PM Holdings and other
subsidiaries of Phoenix Home Life collectively continue to beneficially own
shares of capital stock of the Company representing at least a majority of the
voting power of the Company and for a period of five years from the date that
Phoenix Home Life, PM Holdings and other subsidiaries of Phoenix Home Life
collectively no longer beneficially own shares of capital stock of the Company
representing at least a majority of the voting power of the Company (the
"Term"). The License Agreement also prohibits Phoenix Home Life and its
subsidiaries from competing with the Company by conducting the Licensed
Services during the Term. The License Agreement does not, however, preclude
Phoenix Home Life and its subsidiaries from conducting business in, and
rendering investment advisory services in connection with, life insurance,
variable products, pension products, short-term debt investment management,
management of their general accounts and separate accounts, underwriting and
distribution activities, real estate and securities of entities primarily
engaged in the ownership and/or operation of real estate or real estate
mortgages or other interests in real estate and any other activities (other
than the Licensed Services) currently
15
<PAGE>
engaged in by Phoenix Home Life and its subsidiaries. In the event Phoenix
Home Life or any of its subsidiaries acquires a company conducting the
business of the Licensed Services, Phoenix Home Life, through the acquired
company, will have the right to continue to engage in such business and to use
the Trademarks in connection with the Licensed Services for a period of three
years.
Registration Rights Agreement. On November 1, 1995, the Company and PM
Holdings entered into a registration rights agreement (the "Registration
Rights Agreement") pursuant to which the Company has granted PM Holdings and
its transferees the right to require the Company to effect the registration
under the Securities Act of 1933 of all or any part of the shares of Common
Stock issued to PM Holdings. As long as the Company is eligible to use a Form
S-3 registration statement (or any successor form), the number of
registrations that the Company will be required to effect will be unlimited;
provided, however, that the Company will not be required to effect more than
three registrations on a registration statement other than Form S-3 (or any
successor form). Additionally, subject to certain conditions, PM Holdings will
also be entitled to piggyback registration rights. Pursuant to the
Registration Rights Agreement, the Company will be required to pay all
expenses in connection with any registration, except underwriting discounts
and selling commissions.
Management of Phoenix Home Life General Account and Variable Contract
Assets. PIC manages all of the investment assets of Phoenix Home Life's
General Account, excluding investments in real estate and mortgages, under an
agreement with Phoenix Home Life effective January 1, 1995. The agreement
provides, however, that either party thereto may terminate the agreement by
giving 30 days' prior written notice of termination. As of December 31, 1999,
Phoenix Home Life's General Account assets under management by PIC totaled
$9.1 billion. Fees paid to PIC by Phoenix Home Life for the management of its
General Account assets totaled $10.5 million in 1999. In addition, PIC and
DPIM manage the mutual fund subaccounts of Phoenix Home Life sponsored
variable contracts, under an agreement with Phoenix Home Life effective
January 1, 1993. As of December 31, 1999, Phoenix Home Life sponsored variable
contract assets under management by PIC and DPIM totaled $3.9 billion. Fees
paid to PIC and DPIM by Phoenix Home Life for the management of its variable
contract assets totaled $7.3 million in 1999.
Services and Office Space. Phoenix Home Life provides various support
services to the Company pursuant to an administrative agreement dated as of
October 1, 1995 (the "Administrative Agreement"). Currently, these services
are legal, human resources, payroll processing, purchasing, facility
management, communications and creative services and other miscellaneous
services. Phoenix Home Life also provides various computer hardware, software
and support services to the Company under a computer services agreement dated
as of October 1, 1995 (the "Computer Services Agreement"). Either party may
terminate (i) the Administrative Agreement at the end of any calendar year
upon 90 days' prior notice and (ii) the Computer Services Agreement upon 180
days' prior notice. Phoenix Home Life charged the Company and its subsidiaries
$4.9 million for these services (exclusive of rent and direct costs of
employee benefits) in 1999. All such services are provided at rates
established from time to time by negotiation between Phoenix Home Life and the
Company. Changes in such rates are subject to the approval of those
disinterested directors of the Company who are neither employees nor directors
of Phoenix Home Life or its other subsidiaries.
Phoenix Home Life also leases office space to the Company in Hartford,
Connecticut, Enfield, Connecticut, and Greenfield, Massachusetts. Phoenix Home
Life charged the Company and its subsidiaries $3.2 million for office space
rentals in 1999. Phoenix Home Life currently leases an aggregate of
approximately 126,000 square feet of office space to the Company. The leases
for the Enfield, Connecticut, and Greenfield, Massachusetts office
16
<PAGE>
space expire on December 31, 2000 and the lease for the office space in
Hartford, Connecticut, expires on May 31, 2000, with an option to renew for an
additional five years. Management of the Company believes that the rental
rates under these leases are generally at current market rates.
Retail Distribution. WS Griffith & Co., Inc. ("Griffith"), a registered
broker-dealer subsidiary of Phoenix Home Life, is one of the largest retail
distributors of the Company's investment products, distributing shares of the
Phoenix Mutual Funds managed by the Company's subsidiaries. In addition,
Griffith is the largest distributor of Phoenix Home Life sponsored variable
contracts whose mutual fund subaccounts are invested in the Phoenix Edge
Series Fund, which is managed by the Company's subsidiaries. Griffith's retail
sales force consists of approximately 1,080 registered representatives, most
of whom are also members of Phoenix Home Life's insurance agent and broker
field force. Mutual fund sales by Griffith accounted for approximately 4% of
the Company's total mutual fund sales other than with respect to money market
funds in 1999. Sales of variable products by Griffith accounted for 88% of
total variable product sales in 1999.
Griffith distributes Phoenix investment products under a sales agreement
with PEPCO pursuant to which Griffith receives commissions for shares of
mutual funds sold by it ranging from 2.0% to 5.75% of the per share offering
price. Griffith also receives commissions under the sales agreement for
variable products offered by Phoenix Home Life sold by it ranging from 3.0% to
6.0% of purchase or premium payments under such products. The commissions
payable to Griffith under its sales agreement with PEPCO are payable on the
same basis as those commissions paid to unaffiliated brokers for these types
of products. Commissions paid to Griffith by PEPCO totaled $25.8 million in
1999.
Participation in Phoenix Home Life's Employee Benefit Plans. In 1999,
employees of PIC, PEPCO and DPIM and certain employees of the Company
participated in various retirement, supplemental insurance and health care and
welfare benefit plans sponsored by Phoenix Home Life. Phoenix Home Life
charged the Company the cost of employees' participation in the plans. Fees
paid to Phoenix Home Life relating to participation of employees of PIC, PEPCO
and DPIM and certain employees of the Company in plans sponsored by Phoenix
Home Life were $4.1 million in 1999.
Certain Other Matters. Transactions between Phoenix Home Life and the
Company entered into in the future, including changes to investment management
fees with respect to the General Account, service fees, leases for office
space and sales commissions to be paid to Griffith, will be determined by
negotiation, will be fair, equitable and reasonable, and will be subject to
the approval by a majority of the directors of the Company who are
disinterested for purposes of Delaware corporate law (consisting in these
circumstances of directors who are neither employees nor directors of Phoenix
Home Life or its other subsidiaries). The Company believes that the financial
aspects of these relationships will be no less favorable to the Company than
those available through unaffiliated third parties.
17
<PAGE>
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the Company's
Common Stock with the cumulative total return of the Standard & Poor's 500
Stock Index and the common stock of a peer group selected by the Company
("Peer Group Index") for the period beginning on December 31, 1994 through
December 31, 1999.
PDP S&P500 Peer
Dec. 94 100.00 100.00 100.00
Dec. 95 3.71 103.71 37.51 137.51 55.46 155.46
Dec. 96 6.83 110.80 23.25 169.47 46.08 227.10
Dec. 97 6.69 118.21 33.38 226.04 40.98 320.17
Dec. 98 8.72 128.52 28.76 291.05 (15.02) 272.09
Dec. 99 -0.9035 127.36 21.1 352.46 0.134 272.45
Assumes $100 invested on December 31, 1994 in the Company's Common Stock,
the Standard & Poor's 500 Stock Index and the common stock of the Peer Group
Index members, and all indices assume dividend reinvestment. Peer Group Index
members are Eaton Vance Corp., Franklin Resources Inc., United Asset
Management Corp. and T. Rowe Price Associates. The Peer Group Index is
capitalization-weighted. The cumulative total return on the Company's Common
Stock has been adjusted to give effect to the merger of Phoenix Securities
Group, Inc. into the Company and the related cash and stock dividends in
November 1995.
The foregoing table shall not be deemed to be incorporated by reference
into any filing of the Company under the Securities Act of 1933 or the
Securities Exchange Act of 1934, except to the extent that the Company
specifically incorporates such information by reference.
18
<PAGE>
PROPOSAL TWO: APPROVAL AND ADOPTION OF THE
PHOENIX INVESTMENT PARTNERS, LTD.
2000 MANAGEMENT INCENTIVE PLAN
This proposal is to approve and adopt the Phoenix Investment Partners, Ltd.
2000 Management Incentive Plan (the "Plan").
Description of the Plan
The Company's Board of Directors believes that the Plan will be
instrumental in attracting, retaining and motivating the Company's executive
personnel and other key employees. Accordingly, the Company's Board of
Directors has approved the Plan and recommends the Plan to the stockholders of
the Company for their approval and adoption.
Purpose and Eligibility. The purpose of the Plan is to provide an
opportunity for Company officers to enhance their compensation if the Company
meets or exceeds its profitability objectives so that the Company may continue
to attract and retain the best available executive personnel and other key
employees and to provide an incentive for such employees to exert their best
efforts on behalf of the Company and its stockholders.
Eligibility is limited to all officers of the Company who do not
participate in the Company's Investment Incentive Plan ("IIP") or sales
related plans. Participants who leave the Company during the plan year do not
receive an incentive payment. In addition, participants must be employed by
the Company on the day the incentive award is paid. In the event of a
termination during the plan year due to disability, death, or retirement, a
pro-rata payment is made. Employees who are promoted to officer status after
the beginning of the plan year are eligible for a pro-rata award based on the
number of months as a plan participant. New employees hired as officers also
receive a pro-rata award. Any employee who becomes eligible for participation
after the end of the third quarter is not eligible for an award in that year.
Officers transferring to the Company from Phoenix Home Life will receive a
full year award. As of March 20, 2000, 52 officers of the Company are
participating in the Plan.
Administration of the Plan. Following the close of the plan year, overall
results of the Company are determined. Recommendations for individual awards
are submitted by the line of business head to the Chief Executive Officer of
the Company for review and then, to the Compensation Committee of the Board of
Directors. The Committee may, in its discretion, modify awards based on
individual contribution or overall Company results. Regardless of eligibility,
employees have no right or entitlement to any incentive award or calculation
until conditions stated in the plan are met, approvals are received and
payments are made. The Company may amend or terminate the Plan at any time
without advance notice. No consent of any employee is required to terminate,
modify or change the Plan. After the approval by the Compensation Committee of
the Board of Directors, incentives are paid subject to normal withholdings and
plan deferrals. All incentive awards are paid at the discretion of the
Company.
Plan Awards. Under the Plan, a Company incentive pool is determined based
on the Company's earnings before interest, income taxes, depreciation and
amortization (EBITDA). At plan target earnings, the pool is established in an
amount equal to the sum of the target incentives for all participants in the
Plan and the IIP. If the Company's actual earnings are greater or less than
plan target earnings, the pool increases or decreases by 35% of the variance
between actual after-tax earnings and plan target earnings.
After the Company's financial results are determined, the Company pool is
allocated on a proportional basis to the Plan and the IIP. Allocation to the
retail line of business and corporate within the Plan and the investment teams
within IIP is based on achievement of specific objectives.
19
<PAGE>
Under the Plan, objectives are established for the retail line of business
and corporate. These objectives are designed to help focus on meeting or
exceeding plan earnings. The retail line of business and corporate objectives
may include earnings per share, revenues, income, operating margin, sales,
asset retention, or any combination thereof.
Annually, target incentive awards are established for each participant.
Subject to the size of the funded pool, participants can receive up to 200% of
their target incentive. 80% of the total incentive award is based on the
achievement of line of business objectives and 20% is based on management
discretion. Upon achieving each line of business objective, participants
receive a portion of their maximum award. Notwithstanding anything to the
contrary, an incentive award in any year to any participant may not exceed $2
million.
If the pool is not sufficient to cover incentives determined under the
Plan, the Chief Executive Officer may use a separate pool to adjust incentive
award payments for some individuals. However, if the pool is greater than the
amount necessary to pay incentives calculated under the Plan the excess amount
or a portion thereof may be used by the Chief Executive Officer for additional
discretionary payments.
For officers who receive an incentive award in excess of $80,000 (to be
paid in the year 2001), 25% of the incentive award will be deferred. This
deferral has been instituted to aid in the retention of key officers. On each
of the first, second and third anniversaries of the incentive award deferral,
one-third of the deferred amount will be paid after deduction for appropriate
taxes. If a participant's employment terminates due to retirement, death, or
disability, any remaining deferred amount will be paid. If a participant
terminates employment for any reason other than retirement, death or
disability, all remaining deferred compensation will be forfeited. All
deferred compensation will be paid upon a change in control of the Company.
Interest will accrue at money market rates on deferred amounts.
Plan Awards During 1999
The actual amount of awards to be granted for 2000 is subject to the Plan
formula and has not yet been determined. The following table sets forth
certain information regarding awards granted to the executive officers of the
Company named in the Executive Compensation Table and the indicated groups
under the Plan, during the Company's 1999 fiscal year:
<TABLE>
<CAPTION>
1999
Name Award
- ---- ----------
<S> <C>
Philip R. McLoughlin.............................................. $1,041,600
Chairman of the Board and Chief Executive Officer
Calvin J. Pedersen................................................ 383,168
President
Michael E. Haylon ................................................ 727,900
Executive Vice President
John F. Sharry.................................................... 644,200
President of Retail Division
William R. Moyer ................................................. 409,900
Executive Vice President and Chief Financial Officer
All current executive officers as a group (8 persons)............. 3,355,900
All current directors who are not executive officers as a group (1
person).......................................................... 65,000
All employees, including all current officers who are not
executive
officers, as a group (48 persons).............................. 1,746,700
</TABLE>
20
<PAGE>
Federal Tax Treatment
Generally, an officer will recognize ordinary income and the Company will
be entitled to a deduction (and will be required to withhold federal income
taxes) with respect to such cash awards at the earliest time at which the
officer has an unrestricted right to receive the amount of such cash payment.
Section 162(m) of the Internal Revenue Code provides that the deduction by
a publicly-held corporation for compensation paid in a taxable year to the
chief executive officer and the four other most highly compensated executive
officers of the corporation is limited to $1 million per each individual
officer. For purposes of Section 162(m), compensation which is performance-
based is not counted as subject to the deductibility limitation if the plan
pursuant to which the compensation is paid has been approved by stockholders.
Accordingly, if the Plan is approved and adopted by the stockholders of the
Company, nondiscretionary income pursuant to the Plan will be fully deductible
by the Company, by qualifying such income as performance-based compensation
and, therefore, exempt from the limitations of Section 162(m).
The Plan is not a qualified pension, profit-sharing or stock bonus plan
under Section 401(a) of the Internal Revenue Code. The Plan is not subject to
any provisions of the Employee Retirement Income Security Act of 1974.
Vote Required
If approved by the stockholders, the Plan would become effective
immediately.
Adoption of the Plan requires the affirmative vote of the holders of a
majority of the shares of Common Stock represented in person or by proxy at
the annual meeting of stockholders.
The Board of Directors recommends a vote FOR the approval and adoption of
the Plan as described above. Proxies solicited by the Board of Directors will
be voted in favor of approval and adoption of the Plan unless stockholders
specify to the contrary in their proxies.
21
<PAGE>
PROPOSAL THREE: APPROVAL AND ADOPTION OF THE
PHOENIX INVESTMENT PARTNERS, LTD.
EMPLOYEE STOCK PURCHASE PLAN
This proposal is to approve and adopt the Phoenix Investment Partners, Ltd.
Employee Stock Purchase Plan (the "Purchase Plan").
Description of the Purchase Plan
The Company's Board of Directors believes that the Purchase Plan will be
instrumental in attracting, retaining and motivating the Company's employees.
Accordingly, the Company's Board of Directors has approved the Purchase Plan
and recommends the Purchase Plan to the stockholders of the Company for their
approval and adoption. A description of the Purchase Plan appears below. A
copy of the Purchase Plan is attached to this proxy statement as Exhibit A and
the description contained herein is qualified in its entirety by reference to
the complete text of the Purchase Plan. Capitalized terms used below not
otherwise defined herein shall have the meaning ascribed to them in the
Purchase Plan.
Purpose. The purpose of the Purchase Plan is to provide employees of the
Company and any designated parent or designated subsidiary with an opportunity
to purchase Common Stock of the Company through accumulated payroll
deductions. It is the intention of the Company to have the Purchase Plan
qualify as an "Employee Stock Purchase Plan" under Section 423 of the Internal
Revenue Code.
Administration. The Purchase Plan is administered by the Company's Benefit
Plans Committee. The Benefit Plans Committee has full and exclusive
discretionary authority to construe, interpret and apply the terms of the
Purchase Plan, to determine eligibility and to adjudicate all disputed claims
filed under the Purchase Plan. Every finding, decision and determination made
by the Benefit Plans Committee is, to the full extent permitted by law, final
and binding upon all parties.
Eligibility and Number of Shares. Any employee of the Company on a given
Grant Date is eligible to participate in the Purchase Plan. However, no
employee may be granted an option under the Purchase Plan (i) if the employee,
immediately after the option is granted, would own stock and/or hold
outstanding options to purchase stock possessing five percent or more of the
total combined voting power or value of all classes of the capital stock of
the Company or (ii) if the employee's rights to purchase stock under all
employee stock purchase plans of the Company accrues at a rate which exceeds
$25,000 worth of stock (determined at the fair market value of the shares at
the time such option is granted) for each calendar year in which such option
is outstanding at any time. As of March 20, 2000, approximately 650 employees
of the Company are eligible to participate in the Purchase Plan. On March 20,
2000, the closing market price reported on the New York Stock Exchange for a
share of Common Stock was $7.375.
Subject to adjustment upon changes in capitalization of the Company, the
maximum number of shares of Common Stock of the Company that is available for
sale under the Purchase Plan is 1.4% of the outstanding shares of Common Stock
on August 5, 1999 (615,000 shares). If, on a given Exercise Date, the number
of shares with respect to which options are to be exercised exceeds the number
of shares then available under the Purchase Plan, the Company will make a pro
rata allocation of the shares remaining available for purchase in as uniform a
manner as may be practicable and as it determines to be equitable. A
participant does not have any interest or voting right in shares covered by
his option until the option has been exercised. Shares to be delivered to a
participant under the Purchase Plan will be registered in the name of the
participant.
22
<PAGE>
Participation. Under the Purchase Plan, consecutive Offering Periods of
approximately six months commence on the first trading day on or after May 1
and November 1 of each year, or on such other date as the Board of Directors
may determine. The Board may change the duration of Offering Periods
(including the commencement dates) with respect to future offerings without
stockholder approval if the change is announced at least five days prior to
the scheduled beginning of the first Offering Period to be affected; provided,
however, that no Offering Period may be longer than 27 months.
An eligible employee may participate in the Purchase Plan by completing an
enrollment form provided by the Company authorizing payroll deductions and
filing it with the Company prior to the applicable Grant Date. Payroll
deductions for a participant will begin on the first payroll following the
Grant Date and will end on the last payroll in the applicable Offering Period,
unless sooner terminated by the participant.
At the time a participant files his enrollment form, he may elect to have
payroll deductions made on each pay day during the Offering Period in an
amount not exceeding 15% of the Compensation which he receives on each pay day
during the Offering Period. All payroll deductions made for a participant are
credited to his account under the Purchase Plan and may only be withheld in
whole percentages. A participant may not make any additional payments into his
account. A participant may discontinue his participation in the Purchase Plan
or may increase or decrease the rate of his payroll deductions during the
Offering Period by filing with the Company a new enrollment form authorizing a
change in payroll deduction rate. The change in rate will be effective with
the next processed payroll. A participant's enrollment form remains in effect
for successive Offering Periods unless terminated. To the extent necessary to
comply with Section 423(b)(8) of the Internal Revenue Code and the Purchase
Plan, a participant's payroll deductions may be decreased to zero percent at
any time during an Offering Period. In this case, payroll deductions will not
resume at the next Offering Period, unless the participant delivers to the
Company a new enrollment form. No interest will accrue on the payroll
deductions of a participant in the Purchase Plan.
Grant of Option. On the Grant Date of each Offering Period, each eligible
employee participating in such Offering Period will be granted an option to
purchase on the Exercise Date of such Offering Period (at the applicable
Purchase Price) up to a number of shares of the Common Stock of the Company
determined by dividing the employee's payroll deductions accumulated prior to
the Exercise Date and retained in the participant's account as of the Exercise
Date by the applicable Purchase Price. The Option expires on the last day of
the Offering Period. Under the Purchase Plan, the Purchase Price is an amount
equal to 85% of the Fair Market Value of a share of Common Stock on the Grant
Date or on the Exercise Date, whichever is lower. Fair Market Value as of any
date is the closing sales price for Common Stock (or the closing bid, if no
sales were reported) as quoted on the New York Stock Exchange for the last
market trading day on the date of determination, as reported in The Wall
Street Journal or any other source that the Board deems reliable.
Exercise of Option. Unless a participant withdraws from the Purchase Plan,
his option for the purchase of shares will be exercised automatically on the
Exercise Date, and the maximum number of shares subject to option will be
purchased for the participant at the applicable Purchase Price with the
accumulated payroll deductions in his account. During a participant's
lifetime, a participant's option to purchase shares is exercisable only by
him. Upon a participant's request, the Company will deliver to the participant
the shares purchased upon exercise of his option. Absent such request, the
shares will be retained in the participant's account.
Withdrawal and Termination of Employment. A participant may withdraw all
but not less than all the payroll deductions credited to his account and not
yet used to exercise his option under the Purchase Plan at any
23
<PAGE>
time by giving written notice to the Company. All of the participant's payroll
deductions credited to his account will be paid to the participant promptly
after receipt of notice of withdrawal and the participant's option for the
Offering Period will be automatically terminated, and no further payroll
deductions for the purchase of shares will be made for such Offering Period.
If a participant withdraws from an Offering Period, payroll deductions will
not resume at the beginning of the next Offering Period unless the participant
delivers to the Company a new subscription agreement. A participant's
withdrawal from an Offering Period will not have any effect upon his
eligibility to participate in any similar purchase plan which may hereafter be
adopted by the Company or in succeeding Offering Periods which commence after
the termination of the Offering Period from which the participant withdraws.
Upon a participant's ceasing to be an employee for any reason, he will be
deemed to have elected to withdraw from the Purchase Plan and the payroll
deductions credited to the participant's account during the Offering Period
but not yet used to exercise the option will be returned to the participant
or, in the case of his death, to the person entitled thereto, and the
participant's option will be automatically terminated.
In the event of the death of a participant, the Company will deliver any
shares and/or cash held in the participant's account under the Purchase Plan
to the executor or administrator of the estate of the participant, or if no
executor or administrator has been appointed, the Company, in its discretion,
may deliver the shares and/or cash to the spouse or to any one or more
dependents or relatives of the participant, or if no spouse, dependent or
relative is known to the Company, then to such other person as the Company may
designate.
Transferability. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Purchase Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will or the laws of descent
and distribution) by the participant.
Use of Funds. All payroll deductions received or held by the Company under
the Purchase Plan may be used by the Company for any corporate purpose, and
the Company is not obligated to segregate payroll deductions.
Reports. Individual accounts will be maintained for each participant in the
Purchase Plan. Statements of account will be given to participating employees
at least annually, which statements will set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.
Amendment and Termination. The Board of Directors of the Company may at any
time and for any reason terminate or amend the Purchase Plan. No termination
may affect options previously granted, provided that an Offering Period may be
terminated by the Board of Directors on any Exercise Date if the Board
determines that the termination of the Offering Period or the Purchase Plan is
in the best interests of the Company and its stockholders. No amendment may
make any change in any option theretofore granted which adversely affects the
rights of any participant. The Purchase Plan will be in effect for a term of
ten years unless sooner terminated.
Federal Tax Treatment
The Company has been advised that under the current Federal income tax
laws, the income tax consequences associated with stock purchased under the
Purchase Plan can be summarized as follows:
24
<PAGE>
Participant. Generally, a participant will not realize any taxable income
for Federal income tax purposes at the beginning of each Offering Period. At
the end of the Offering Period, the participant will incur no income tax
liability. If the participant transfers shares of Common Stock received upon
the exercise of an option within a period of two years from the beginning of
an Offering Period or one year from the date of receipt of the shares of
Common Stock (the "Holding Period"), then, in general, the participant will
have taxable ordinary income in the year in which the transfer occurs in an
amount equal to the excess of the fair market value at the end of the Offering
Period over the Purchase Price. The participant will have long-term or short-
term capital gain (or loss) in an amount equal to the amount by which the
amount received for such Common Stock exceeds (is less than) the participant's
tax basis in the Common Stock as increased by the amount of any ordinary
income recognized as a result of the disqualifying disposition, if any. If the
participant transfers the shares of Common Stock after the expiration of the
Holding Period, he or she will generally have taxable ordinary income in the
year in which the transfer occurs in an amount equal to the lesser of (a) any
excess of the fair market value at the beginning of the Offering Period over
the purchase price on that same date, and (b) any excess of the fair market
value on the date on which the transfer occurs over the amount paid for the
shares of Common Stock. The participant will recognize capital gain (or loss)
equal to the difference between the fair market value on the date of the
transfer and the participant's tax basis in the Common Stock as increased by
the amount of any ordinary income recognized as a result of such transfer.
Tax Withholding. The participant must remit to the Company an amount
sufficient to satisfy all Federal (including Social Security), state, and
local withholding taxes incurred in connection with any recognition of
ordinary income under the Purchase Plan.
The Company. The Company generally is entitled to a deduction at the time
the participant recognizes ordinary income in an amount equal to the amount of
ordinary income recognized by such participant as a result of a transfer of
shares of Common Stock pursuant to the Purchase Plan.
The Purchase Plan is not a qualified pension, profit-sharing or stock bonus
plan under Section 401(a) of the Internal Revenue Code. The Purchase Plan is
not subject to any provisions of the Employee Retirement Income Security Act
of 1974.
New Plan Benefits
Since participation in the Purchase Plan is at the election of the
employee, the dollar value and number of options granted are not determinable
with respect to the executive officers of the Company named in the Executive
Compensation Table, the executive officers as a group or the non-executive
officer employee group. Non-employee directors are not eligible to participate
in the Purchase Plan.
Vote Required
If approved by the stockholders, the Purchase Plan would become effective
immediately.
Adoption of the Purchase Plan requires the affirmative vote of the holders
of a majority of the shares of Common Stock represented in person or by proxy
at the annual meeting of stockholders.
25
<PAGE>
The Board of Directors recommends a vote FOR the approval and adoption of
the Purchase Plan as described above. Proxies solicited by the Board of
Directors will be voted in favor of approval and adoption of the Purchase Plan
unless stockholders specify to the contrary in their proxies.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The Company's consolidated financial statements for the year ended December
31, 1999 were audited by PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), independent accountants. PricewaterhouseCoopers
has been engaged as the Company's independent accountants for fiscal year
2000. Representatives of PricewaterhouseCoopers are expected to attend the
annual meeting to respond to appropriate questions and to make an appropriate
statement if they desire to do so.
STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
Stockholder proposals intended to be presented at the next annual meeting
must be received by the Company for inclusion in its proxy statement and form
of proxy relating to such meeting no later than December 1, 2000. With respect
to any stockholder proposal to be presented at the next annual meeting that is
received by the Company after February 14, 2001, the proxies solicited on
behalf of the Board of Directors may exercise discretionary voting power.
OTHER MATTERS
The Company is not aware of any matters, other than those referred to
herein, which will be presented at the meeting. If any other appropriate
business should properly be presented at the meeting, the proxies named in the
accompanying form of proxy will vote the proxies in accordance with their best
judgment.
EXPENSES OF SOLICITATION
All expenses incident to the solicitation of proxies by the Company will be
paid by the Company. In addition to solicitation by mail, arrangements have
been made with brokerage houses and other custodians, nominees, and
fiduciaries to send the proxy material to their principals, and the Company
will reimburse them for their reasonable out-of-pocket expenses in doing so.
Proxies may also be solicited personally or by telephone or telegraph by
regular employees of the Company.
Hartford, Connecticut
March 31, 2000
26
<PAGE>
EXHIBIT A
PHOENIX INVESTMENT PARTNERS, LTD.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide employees of Phoenix
Investment Partners, Ltd. and any Designated Parent or Designated Subsidiary
with an opportunity to purchase Common Stock of Phoenix Investment Partners,
Ltd. through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions
of the Plan, accordingly, shall be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. Definitions.
a. "Board" shall mean the Board of Directors of Phoenix Investment
Partners, Ltd.
b. "Code" shall mean the Internal Revenue Code of 1986, as amended.
c. "Common Stock" shall mean the Common Stock of Phoenix Investment
Partners, Ltd.
d. "Company" shall mean Phoenix Investment Partners, Ltd., any Designated
Subsidiary and any Designated Parent.
e. "Compensation" shall mean:
i. In the case of an Employee other than a PXP Wholesaler, the
Employee's annual base salary;
ii. In the case of a PXP Wholesaler, such Employee's wages as
reportable on Internal Revenue Service Form W-2 pursuant to Section
3401(a) of the Code, which defines wages for purposes of income tax
withholding; excluding, however, distributions from a plan of
deferred compensation, bonuses that are both discretionary with
such Employee's manager and not calculated with reference to sales
performance, imputed income, incentive compensation paid under the
Management Incentive Plan or the Investment Incentive Plan and any
other extraordinary or nonrecurring type of compensation.
Notwithstanding the foregoing, the Compensation of a PXP Wholesaler
shall include amounts deferred pursuant to Section 402(a)(8) of the
Code (with respect to cash or deferred arrangements defined in
Section 401(k)(2) of the Code) and salary reduction contributions
made on behalf of such Employee to any cafeteria plan maintained by
the Company pursuant to Section 125 of the Code.
f. "Designated Parent" shall mean any Parent which has been designated by
the Board from time to time in its sole discretion as eligible to
participate in the Plan.
g. "Designated Subsidiary" shall mean any Subsidiary which has been
designated by the Board from time to time in its sole discretion as
eligible to participate in the Plan.
h. "Employee" shall mean any individual who is a common law employee of the
Company whose customary employment with the Company is at least twenty
(20) hours per week.
i. "Exercise Date" shall mean the last day of each Offering Period.
j. "Fair Market Value" shall mean, as of any date, the closing sales price
for Common Stock (or the closing bid, if no sales were reported) as
quoted on the New York Stock Exchange for the last market
A-1
<PAGE>
trading day on the date of such determination, as reported in The Wall
Street Journal or such other source as the Board deems reliable.
k. "Grant Date" shall mean the first day of each Offering Period.
l. "Offering Period" shall mean a period of approximately six (6) months
during which an option granted pursuant to the Plan may be exercised,
commencing on the first Trading Day on or after May 1 and terminating on
the last Trading Day in the period ending the following October 31, or
commencing on the first Trading Day on or after November 1 and
terminating on the last Trading Day in the period ending the following
April 30. The duration of Offering Periods may be changed pursuant to
Section 4 of this Plan.
m. "Parent" shall mean a corporation, domestic or foreign, which holds not
less than 50% of the voting shares of Phoenix Investment Partners, Ltd.
or any Parent thereof.
n. "Plan" shall mean this Employee Stock Purchase Plan.
o. "Purchase Price" shall mean an amount equal to 85% of the Fair Market
Value of a share of Common Stock on the Grant Date or on the Exercise
Date, whichever is lower; provided, however, that the Purchase Price may
be increased by the Board pursuant to Section 20.
p. "Reserves" shall mean the number of shares of Common Stock covered by
each option under the Plan which have not yet been exercised and the
number of shares of Common Stock which have been authorized for issuance
under the Plan but not yet placed under option.
q. "Subsidiary" shall mean a corporation, domestic or foreign, of which not
less than 50% of the voting shares are held by Phoenix Investment
Partners, Ltd. or any Subsidiary thereof.
r. "Trading Day" shall mean a day on which the New York Stock Exchange is
open for trading.
s. "PXP Wholesaler" shall mean any Employee whose title is Senior Vice
President, Investment Consultant, Retail Division or Vice President,
Investment Consultant, Retail Division.
3. Eligibility.
a. Any Employee of the Company on a given Grant Date shall be eligible to
participate in the Plan.
b. Notwithstanding Section 3(a), no Employee shall be granted an option
under the Plan:
i. To the extent that such Employee (or any other person whose stock
would be attributed to such Employee pursuant to Section 424(d) of
the Code), immediately after the option is granted, would own stock
and/or hold outstanding options to purchase stock possessing five
percent (5%) or more of the total combined voting power or value of
all classes of the capital stock of the Company, a Parent or any
Subsidiary, or
ii. To the extent that such Employee's rights to purchase stock under
all employee stock purchase plans of the Company, any Parent and any
Subsidiary accrues at a rate which exceeds Twenty-Five Thousand
Dollars ($25,000) worth of stock (determined at the fair market
value of the shares at the time such option is granted) for each
calendar year in which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by consecutive Offering
Periods with a new Offering Period commencing on the first Trading Day on or
after May 1 and November 1 each year, or on such other date as the Board shall
determine, and continuing thereafter until terminated in accordance with
Section 20 hereof.
A-2
<PAGE>
The Board shall have the power to change the duration of Offering Periods
(including the commencement dates thereof) with respect to future offerings
without stockholder approval if such change is announced at least five (5)
days prior to the scheduled beginning of the first Offering Period to be
affected thereafter; provided, however, that no Offering Period shall be
longer than twenty-seven (27) months.
5. Participation.
a. An eligible Employee (as defined in Section 3 of this Plan) may become a
participant in the Plan by completing an enrollment form provided by the
Company authorizing payroll deductions and filing it with the Company
prior to the applicable Grant Date.
b. Payroll deductions for a participant shall commence on the first payroll
following the Grant Date and shall end on the last payroll in the
Offering Period to which such authorization is applicable, unless sooner
terminated by the participant as provided in Section 10 hereof.
6. Payroll Deductions.
a. At the time a participant files his or her enrollment form, he or she
shall elect to have payroll deductions made on each pay day during the
Offering Period in an amount not exceeding fifteen percent (15%) of the
Compensation which he or she receives on each pay day during the
Offering Period.
b. All payroll deductions made for a participant shall be credited to his
or her account under the Plan and shall be withheld in whole percentages
only. A participant may not make any additional payments into such
account.
c. A participant may discontinue his or her participation in the Plan as
provided in Section 10 hereof, or may increase or decrease the rate of
his or her payroll deductions during the Offering Period by completing
or filing with the Company a new enrollment form authorizing a change in
payroll deduction rate. The Board may, in its discretion, limit the
number of participation rate changes during any Offering Period. The
change in rate shall be effective with the next processed payroll. A
participant's enrollment form shall remain in effect for successive
Offering Periods unless terminated as provided in Section 10 hereof.
d. Notwithstanding the foregoing, to the extent necessary to comply with
Section 423(b)(8) of the Code and Section 3(b) hereof, a participant's
payroll deductions may be decreased to zero percent (0%) at any time
during an Offering Period. Payroll deductions shall not resume at the
next succeeding Offering Period, unless the Participant delivers to the
Company a new enrollment form.
7. Grant of Option. On the Grant Date of each Offering Period, each
eligible Employee participating in such Offering Period shall be granted an
option to purchase on the Exercise Date of such Offering Period (at the
applicable Purchase Price) up to a number of shares of the Company's Common
Stock determined by dividing such Employee's payroll deductions accumulated
prior to such Exercise Date and retained in the Participant's account as of
the Exercise Date by the applicable Purchase Price; subject to the limitations
set forth in Sections 3(b) and 11 hereof. Exercise of the option shall occur
as provided in Section 8 hereof, unless the participant has withdrawn pursuant
to Section 10 hereof. The Option shall expire on the last day of the Offering
Period.
8. Exercise of Option. Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
shall be exercised automatically on the Exercise Date, and the maximum number
of shares subject to option shall be purchased for such participant at the
applicable Purchase Price with
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the accumulated payroll deductions in his or her account. During a
participant's lifetime, a participant's option to purchase shares hereunder is
exercisable only by him or her.
9. Delivery. Upon a participant's request, the Company shall arrange the
delivery to such participant, as appropriate, the shares purchased upon
exercise of his or her option. Absent such request, such shares shall be
retained in the Participant's account in accordance with the terms and
conditions specified in the participant's enrollment form.
10. Withdrawal.
a. A participant may withdraw all but not less than all the payroll
deductions credited to his or her account and not yet used to exercise
his or her option under the Plan at any time by giving written notice to
the Company on a form provided by the Company. All of the participant's
payroll deductions credited to his or her account shall be paid to such
participant promptly after receipt of notice of withdrawal and such
participant's option for the Offering Period shall be automatically
terminated, and no further payroll deductions for the purchase of shares
shall be made for such Offering Period. If a participant withdraws from
an Offering Period, payroll deductions shall not resume at the beginning
of the succeeding Offering Period unless the participant delivers to the
Company a new subscription agreement.
b. A participant's withdrawal from an Offering Period shall not have any
effect upon his or her eligibility to participate in any similar plan
which may hereafter be adopted by the Company or in succeeding Offering
Periods which commence after the termination of the Offering Period from
which the participant withdraws.
11. Termination of Employment. Upon a participant's ceasing to be an
Employee for any reason, he or she shall be deemed to have elected to withdraw
from the Plan and the payroll deductions credited to such participant's
account during the Offering Period but not yet used to exercise the option
shall be returned to such participant or, in the case of his or her death, to
the person or persons entitled thereto under Section 15 hereof, and such
participant's option shall be automatically terminated.
12. Interest. No interest shall accrue on the payroll deductions of a
participant in the Plan.
13. Stock.
a. Subject to adjustment upon changes in capitalization of the Company as
provided in Section 19 hereof, the maximum number of shares of the
Company's Common Stock which shall be made available for sale under the
Plan shall be 1.4% of the outstanding shares of Common Stock on August
5, 1999. If, on a given Exercise Date, the number of shares with respect
to which options are to be exercised exceeds the number of shares then
available under the Plan, the Company shall make a pro rata allocation
of the shares remaining available for purchase in as uniform a manner as
shall be practicable and as it shall determine to be equitable.
b. The participant shall have no interest or voting right in shares covered
by his option until such option has been exercised.
c. Shares to be delivered to a participant under the Plan shall be
registered in the name of the participant.
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14. Administration. The Plan shall be administered by the Phoenix
Investment Partners, Ltd. Benefit Plans Committee (and any power given in this
Plan to the Board may be delegated by the Board to such Committee). The
Benefit Plans Committee shall have full and exclusive discretionary authority
to construe, interpret and apply the terms of the Plan, to determine
eligibility and to adjudicate all disputed claims filed under the Plan. Every
finding, decision and determination made by the Benefit Plans Committee shall,
to the full extent permitted by law, be final and binding upon all parties.
15. Death of Participant. In the event of the death of a participant, the
Company shall deliver any shares and/or cash held in the participant's account
under the Plan to the executor or administrator of the estate of the
participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may deliver
such shares and/or cash to the spouse or to any one or more dependents or
relatives of the participant, or if no spouse, dependent or relative is known
to the Company, then to such other person as the Company may designate.
16. Transferability. Neither payroll deductions credited to a participant's
account nor any rights with regard to the exercise of an option or to receive
shares under the Plan may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 15 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds from an Offering Period in accordance with Section 10 hereof.
17. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
18. Reports. Individual accounts shall be maintained for each participant
in the Plan. Statements of account shall be given to participating Employees
at least annually, which statements shall set forth the amounts of payroll
deductions, the Purchase Price, the number of shares purchased and the
remaining cash balance, if any.
19. Adjustments Upon Changes in Capitalization, Dissolution, Liquidation,
Merger or Asset Sale.
a. Changes in Capitalization. Subject to any required action by the
stockholders of Phoenix Investment Partners, Ltd., the Reserves, and the
price per share and the number of shares of Common Stock covered by each
option under the Plan which has not yet been exercised shall be
proportionately adjusted for any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the
Common Stock, or any other increase or decrease in the number of shares
of Common Stock effected without receipt of consideration by Phoenix
Investment Partners, Ltd.; provided, however, that conversion of any
convertible securities of Phoenix Investment Partners, Ltd. shall not be
deemed to have been "effected without receipt of consideration". Such
adjustment shall be made by the Board, whose determination in that
respect shall be final, binding and conclusive. Except as expressly
provided herein, no issuance by Phoenix Investment Partners, Ltd. of
shares of stock of any class, or securities convertible into shares of
stock of any class, shall affect, and no adjustment by reason thereof
shall be made with respect to, the number or price of shares of Common
Stock subject to an option.
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<PAGE>
b. Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of Phoenix Investment Partners, Ltd., the Offering Period
then in progress shall be shortened by setting a new Exercise Date (the
"New Exercise Date"), and shall terminate immediately prior to the
consummation of such proposed dissolution or liquidation, unless
provided otherwise by the Board. The New Exercise Date shall be before
the date of Phoenix Investment Partners, Ltd.'s proposed dissolution or
liquidation. The Board shall notify each participant in writing, at
least ten (10) business days prior to the New Exercise Date, that the
Exercise Date for the participant's option has been changed to the New
Exercise Date and that the participant's option shall be exercised
automatically on the New Exercise Date, unless prior to such date the
participant has withdrawn from the Offering Period as provided in
Section 10 hereof.
c. Merger or Asset Sale. In the event of a proposed sale of all or
substantially all of the assets of Phoenix Investment Partners, Ltd. or
the merger of Phoenix Investment Partners, Ltd. with or into another
corporation, each outstanding option shall be assumed or an equivalent
option substituted by the successor corporation or a Parent or
Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the option, the Offering
Period then in progress shall be shortened by setting a New Exercise
Date. The New Exercise Date shall be before the date of the proposed
sale or merger of Phoenix Investment Partners, Ltd. The Board shall
notify each participant in writing, at least ten (10) business days
prior to the New Exercise Date, that the Exercise Date for the
participant's option has been changed to the New Exercise Date and that
the participant's option shall be exercised automatically on the New
Exercise Date, unless prior to such date the participant has withdrawn
from the Offering Period as provided in Section 10 hereof.
20. Amendment or Termination.
a. The Board of Directors of Phoenix Investment Partners, Ltd. may at any
time and for any reason terminate or amend the Plan and such action
shall be binding upon any Designated Parent or any Designated
Subsidiary. Except as provided in Section 19 hereof, no such termination
can affect options previously granted, provided that an Offering Period
may be terminated by the Board of Directors on any Exercise Date if the
Board determines that the termination of the Offering Period or the Plan
is in the best interests of Phoenix Investment Partners, Ltd. and its
stockholders. Except as provided in Section 19 and Section 20 hereof, no
amendment may make any change in any option theretofore granted which
adversely affects the rights of any participant. To the extent necessary
to comply with Section 423 of the Code (or any other applicable law,
regulation or stock exchange rule), Phoenix Investment Partners, Ltd.
shall obtain shareholder approval in such a manner and to such a degree
as required.
b. Without stockholder consent and without regard to whether any
participant rights may be considered to have been "adversely affected,"
the Board (or its committee) shall be entitled to change the Offering
Periods, limit the frequency and/or number of changes in the amount
withheld during an Offering Period, establish the exchange ratio
applicable to amounts withheld in a currency other than U.S. dollars,
permit payroll withholding in excess of the amount designated by a
participant in order to adjust for delays or mistakes in the Company's
processing of properly completed withholding elections, establish
reasonable waiting and adjustment periods and/or accounting and
crediting procedures to ensure that amounts applied toward the purchase
of Common Stock for each participant properly correspond with amounts
withheld from the participant's Compensation, and establish such other
limitations or procedures as the Board (or the Benefit Plans Committee)
determines in its sole discretion advisable which are consistent with
the Plan.
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<PAGE>
c. In the event the Board determines that the ongoing operation of the Plan
may result in unfavorable financial accounting consequences, the Board
may, in its discretion and, to the extent necessary or desirable, modify
or amend the Plan to reduce or eliminate such accounting consequence
including, but not limited to:
i. altering the Purchase Price for any Offering Period including an
Offering Period underway at the time of the change in Purchase
Price; and
ii. shortening any Offering Period so that the Offering Period ends on
a New Exercise Date, including an Offering Period underway at the
time of the Board action.
Such modifications or amendments shall not require stockholder approval or the
consent of any Plan participants.
21. Notices. All notices or other communications by a participant to the
Company under or in connection with the Plan shall be deemed to have been duly
given when received in the form specified by the Company at the location, or
by the person, designated by the Company for the receipt thereof.
22. Conditions Upon Issuance of Shares. Shares shall not be issued with
respect to an option unless the exercise of such option and the issuance and
delivery of such shares pursuant thereto shall comply with all applicable
provisions of law, domestic or foreign, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, the rules and regulations promulgated thereunder, and the
requirements of the New York Stock Exchange and shall be further subject to
the approval of counsel for Phoenix Investment Partners, Ltd. with respect to
such compliance.
23. Equal Rights and Privileges. All Employees granted options under the
Plan shall have the same rights and privileges within the meaning of Section
423(b)(5) of the Code.
24. Term of Plan. The Plan shall become effective upon its adoption by the
Board. It shall continue in effect for a term of ten (10) years unless sooner
terminated under Section 20 hereof.
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<PAGE>
PROXY PROXY
PHOENIX INVESTMENT PARTNERS, LTD.
56 Prospect Street, Hartford, Connecticut 06115
This Proxy is Solicited on Behalf of The Board of Directors
for The Annual Meeting of Stockholders to be held on May 11, 2000
The undersigned hereby appoints Philip R. McLoughlin and Nancy J. Engberg, or
either of them, as attorneys and proxies, each with the power to appoint a
substitute, and hereby authorizes them to represent and to vote, as designated
below, all the shares of Common Stock of Phoenix Investment Partners, Ltd.
(the "Company") held of record by the undersigned on March 20, 2000, at the
annual meeting of stockholders to be held on May 11, 2000 or any adjournment
thereof.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
(Continued and to be signed on reverse side.)
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<PAGE>
PHOENIX INVESTMENT PARTNERS, LTD.
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
[ ]
1. Election of Directors--
Nominees: 01-John T. Anderson, 02-Clyde E. Bartter, 03-Glen D. Churchill, 04-
Robert W. Fiondella, 05-Michael E. Haylon, 06-Marilyn E. LaMarche, 07-Philip
R. McLoughlin, 08-James M. Oates, 09-Donna F. Tuttle, 10-Ferdinand Verdonck
and 11-David A. Williams
----------------------------------
(Except nominee(s) written above.)
For Withhold For All
All All Except
[_] [_] [_]
2. Approve and adopt the Phoenix Investment Partners, Ltd. 2000 Management
Incentive Plan.
For Against Abstain
[_] [_] [_]
3. Approve and adopt the Phoenix Investment Partners, Ltd. Employee Stock
Purchase Plan.
For Against Abstain
[_] [_] [_]
In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
Dated: _________________________________________________________________ , 2000
Signature(s)___________________________________________________________________
- -------------------------------------------------------------------------------
(IMPORTANT: Please sign your name exactly as it appears hereon. In the case of
joint holders, all should sign. When signing as an attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized
person.)
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. If no direction is made, this proxy will be
voted FOR Proposals 1, 2 and 3. This proxy is revocable at any time.
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
YOUR VOTE IS IMPORTANT.
PLEASE MARK, SIGN, DATE AND MAIL THE PROXY CARD PROMPTLY
USING THE ENCLOSED ENVELOPE.
