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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13E-3
(Amendment No. 4)
Final Amendment
Transaction Statement
Under Section 13(e) of the Securities Exchange Act of 1934
PHOENIX INVESTMENT PARTNERS, LTD.
(Name of the Issuer)
PHOENIX INVESTMENT PARTNERS, LTD.
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY
PM HOLDINGS, INC.
(Name of the Persons Filing Statement)
Common Stock, $.01 par value
(Title of Class of Securities)
719085102
(CUSIP Number)
Philip R. McLoughlin
Chief Executive Officer
Phoenix Investment Partners, Ltd.
56 Prospect Street
Hartford, Connecticut 06115
(860) 403-5000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
Copies to:
Tracy L. Rich, Esq. John S. Chapman, Esq. Gregory V. Gooding, Esq.
Senior Vice President & J. Brett Pritchard, Esq. Debevoise & Plimpton
General Counsel Lord, Bissell & Brook 875 Third Avenue
Phoenix Home Life Mutual 115 South LaSalle Street New York, New York 10022
Insurance Company Chicago, Illinois 60603
One American Row
Hartford, Connecticut 06115
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement subject
to Regulation 14A ((S)(S)240.14a-1 through 240.14b-2), Regulation 14C
((S)(S)240.14c-1 through 240.14c-101) or Rule 13e-3(c) ((S)240.13e-3(c)) under
the Securities Exchange Act of 1934 ("the Act").
b. [_] The filing of a registration statement under the Securities Act of 1933.
c. [_] A tender offer.
d. [_] None of the above.
Check the box if the soliciting materials or information statement referred to
in checking box (a) are preliminary copies: [X]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
$433,895,397 $86,779
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*The "transaction valuation" amount referred to above is approximately the sum
of (i) the product of 19,424,865 outstanding shares of Common Stock and $15.75,
the cash price per share to be paid in the merger, plus (ii) cash consideration
of up to $58,232,771 to be paid for options to purchase 7,373,662 shares of
Common Stock being surrendered in connection with the merger, plus (iii) cash
consideration up to $69,721,002 to be paid for the 4,545,778 shares of Common
Stock into which the 6% convertible subordinated debentures may be converted
prior to the merger.
**In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as
amended, the filing fee is determined by multiplying the transaction valuation
by 1/50th of 1%.
[X] Check the box if any part of the fee is offset as provided by
(S)240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $86,779
Form or Registration No.: 14A
Filing Party: Phoenix Investment Partners, Ltd.
Date Filed: October 10, 2000
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INTRODUCTION
This Amendment No. 4 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (as amended by Amendments No. 1, No. 2 and No. 3
thereto, the "Statement") jointly filed by Phoenix Investment Partners, Ltd., a
Delaware corporation ("PXP"), Phoenix Home Life Mutual Insurance Company, a New
York mutual life insurance company ("Phoenix Home Life"), and PM Holdings, Inc.,
a Connecticut corporation ("PM Holdings"), in connection with the merger of a
Delaware corporation formed by Phoenix Home Life with and into PXP, with PXP as
the surviving entity, pursuant to an Agreement and Plan of Merger, dated
September 10, 2000, among Phoenix Home Life, PM Holdings, a wholly-owned
subsidiary of Phoenix Home Life, and PXP (as amended, the "Merger Agreement").
The independent directors committee of the board of directors of PXP unanimously
recommended that the entire board of directors of PXP approve the Merger
Agreement. PXP's board of directors, based on the recommendation of the
independent directors committee, unanimously approved the Merger Agreement and
recommended that it be submitted to PXP's stockholders for adoption. PXP's
stockholders voted upon and adopted the Merger Agreement at a special meeting of
the stockholders of PXP held on January 11, 2001.
This Statement is intended to satisfy the reporting requirements of Section
13(e) of the Securities Exchange Act of 1934, as amended. The purpose of this
Amendment No. 4 is to file a final amendment to the Statement to report the
results of the Rule 13e-3 transaction pursuant to Rule 13e-3(d)(3). Capitalized
terms used but not defined herein shall have the meanings ascribed to such terms
in the Statement.
ITEM 15. ADDITIONAL INFORMATION
On January 11, 2001, PXP filed a Certificate of Merger with the Secretary
of State of the State of Delaware, pursuant to which a Delaware corporation
formed for the purpose of effecting the merger, was merged with and into PXP,
with PXP as the surviving company. The merger was effective as of the date of
filing, at which time (i) PXP's common stockholders (other than the continuing
stockholders) became entitled to receive $15.75 in cash, without interest, for
each share of PXP common stock outstanding at the time of the merger unless they
were dissenting shareholders who perfected their appraisal rights and (ii) the
separate corporate existence of the Delaware corporation formed for the purpose
of effecting the Merger ceased.
As a result of the Merger, the common stock of PXP became eligible for
delisting from the New York Stock Exchange and termination of registration
pursuant to Section 12(g)(4) and 12(h)(3) of the Securities Exchange Act of
1934. Accordingly, on January 12, 2001, PXP filed a Certification and Notice of
Termination of Registration on Form 15 with the Securities and Exchange
Commission.
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SIGNATURE
After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
PHOENIX INVESTMENT PARTNERS, LTD.
By: /s/ Philip R. McLoughlin
Philip R. McLoughlin
Chief Executive Officer
PHOENIX HOME LIFE MUTUAL INSURANCE
COMPANY
By: /s/ Robert W. Fiondella
Robert W. Fiondella
Chief Executive Officer
PM HOLDINGS, INC.
By: /s/ Robert W. Fiondella
Robert W. Fiondella
Chief Executive Officer
Dated: January 12, 2001.
