UNITED STATES
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: February 11, 2002
---------------------------------
(Date of earliest event reported)
THE PHOENIX COMPANIES, INC.
---------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-16517 06-0493340
- -------- ------- ----------
(State or other (Commission File Number) (IRS Employer Identification No.)
jurisdiction of
incorporation)
One American Row, Hartford, Connecticut 06102-5056
--------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
860-403-5000
------------
(Registrant's telephone number, including area code)
Item 5. Other Information.
On February 11, 2002, The Phoenix Companies, Inc., a Delaware corporation,
issued a press release, a copy of which is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
Item 7. Exhibits.
99.1 Press release of The Phoenix Companies Inc., dated February 11, 2002,
regarding announcement of a commission-free purchase and sale program.
SIGNATURE
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 thereunto duly authorized.
THE PHOENIX COMPANIES, INC.
By: /s/ Carole A. Masters
-------------------------------------------
Name: Carole A. Masters
Title: Vice President and Counsel
Date: February 14, 2002
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
99.1 Press release of The Phoenix Companies Inc., dated February 11, 2002,
regarding announcement of a commission-free purchase and sale program.
Exhibit 99.1
[PHOENIX LOGO]
The Phoenix Companies, Inc. N E W S R E L E A S E
One American Row
PO Box 5056
Hartford CT 06102-5056
www.phoenixwm.com
For: Immediate Release
Contact: Media Relations: Alice S. Ericson 860-403-5946
---------------
Investor Relations: Peter A. Hofmann 860-403-7100
------------------
THE PHOENIX COMPANIES, INC.
ANNOUNCES COMMISSION-FREE PURCHASE AND SALE PROGRAM
HARTFORD, Conn., February 11, 2002 - The Phoenix Companies, Inc. (NYSE:
PNX) today announced a commission-free purchase and sale program for the
approximately 293,000 registered shareholders owning fewer than 100 shares of
its common stock.
Shareholders who own fewer than 100 shares may either sell all of their
shares or buy additional shares to bring the number of shares they own to 100,
free of commissions and transaction costs. This voluntary program will begin on
February 21, 2002 and will end on May 22, 2002 unless extended by The Phoenix
Companies, Inc. with approval of the New York State Insurance Department.
Materials are being mailed to eligible shareholders.
Many of the shareholders eligible for this program received their shares in
the June 2001 demutualization of Phoenix Home Life Mutual Insurance Company (now
named Phoenix Life Insurance Company, a subsidiary of The Phoenix Companies,
Inc.). The commission-free purchase and sale program was provided for in the
company's demutualization plan because of the inconvenience and cost of selling
small amounts of stock through a broker. The company is paying the costs of the
program. The Phoenix Companies, Inc. has approximately 398,000 shareholders and
101.9 million shares outstanding, of which approximately 11.2 million shares are
owned by shareholders eligible to participate in the program.
The program does not involve a stock buyback program from the company.
Rather, it involves the matching of buy and sell orders by the company's
transfer agent or open-market sales and purchases through a broker. Shareholder
questions may be directed to Phoenix's Shareholder Services at 1-800-490-4258.
The Phoenix Companies, Inc. (NYSE: PNX) is a leading provider of wealth
management products and services to individuals and institutions. Through a
variety of advisors and financial services firms, Phoenix helps the affluent and
high net worth accumulate, preserve and transfer their wealth with an innovative
portfolio of life insurance, annuity and investment management products and
services. With a history dating back to 1851, The Phoenix Companies, Inc., has
two principal operating subsidiaries, Phoenix Life Insurance Company and Phoenix
Investment Partners, Ltd., and offers trust services through another subsidiary,
Phoenix National Trust Company. Phoenix has corporate offices in Hartford, Conn.
For more information on Phoenix, visit WWW.PHOENIXWM.COM.
-----------------
###
