Securities and Exchange Commission Washington, D.C. 20549 ----------------------------------------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 20, 2004 The Phoenix Companies, Inc. - ------------------------------------------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 1-16517 06-1599088 - ------------------- -------------------------- ------------------------- (State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.) One American Row, Hartford, CT 06102 -5056 - -------------------------------------------------------------- -------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (860) 403-5000 -------------------------- NOT APPLICABLE ----------------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Item 1.01 Entry into a Material Definitive Agreement The Phoenix Companies, Inc. ("PNX") and its subsidiary, Phoenix Life Insurance Company ("PLIC"), entered into a Transition Agreement on September 20, 2004, with Mr. Michael J. Gilotti, Executive Vice President. Pursuant to this agreement, Mr. Gilotti will remain an employee of PLIC, will remain an Executive Vice President of both PNX and PLIC through December 31, 2004 at 11:59 p.m. and will continue to receive his current salary through that date. In addition, provided he continues to comply with certain requirements, including non-solicitation, non-disparagement, cooperation and confidentiality covenants, and executes a general release, he will: o be eligible for severance in the amount of twelve months of current salary ($460,000); o be eligible for an award under the PNX 2004 Annual Incentive Plan; and o continue to be covered through December 31, 2005 under PLIC's group insurance coverage for health, life and dental. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. THE PHOENIX COMPANIES, INC. Date: September 21, 2004 By: /s/ Carole A. Masters ------------------------------------------------ Name: Carole A. Masters Title: Vice President
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8-K Filing
Phoenix Companies (PNX) Inactive 8-KEntry into a Material Definitive Agreement
Filed: 21 Sep 04, 12:00am