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: August 13, 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 jurisdiction of (Commission File Number) (IRS Employer Identification No.)
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 9. Other Information.
On August 13, 2002, The Phoenix Companies, Inc., a Delaware corporation, filed its second quarter 2002 Form 10-Q. Pursuant
to the newly enacted certification requirements of the U.S. Securities and Exchange Commission ("SEC"), the Company's chief executive
officer and chief financial officer have certified the Form 10-Q, copies of their certifications are attached hereto as Exhibits
99.1 and 99.2.
In addition, the certifications required by SEC Order No. 4-460 are attached hereto as Exhibits 99.3 and 99.4.
Item 7. Exhibits.
99.1 Chief executive officer's certification of the Company's second quarter 2002 Form 10-Q, dated August 13, 2002.
99.2 Chief financial officer's certification of the Company's second quarter 2002 Form 10-Q, dated August 13, 2002.
99.3 Chief executive officer's certification pursuant to SEC Order No. 4-460, dated August 13, 2002.
99.4 Chief financial officer's certification pursuant to SEC Order No. 4-460, dated August 13, 2002.
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: August 13, 2002
EXHIBIT INDEX
Exhibit Number Exhibit
99.1 Chief executive officer's certification of the Company's second quarter
2002 Form 10-Q, dated August 13, 2002.
99.2 Chief financial officer's certification of the Company's second quarter
2002 Form 10-Q, dated August 13, 2002.
99.3 Chief executive officer's certification pursuant to SEC Order No. 4-460,
dated August 13, 2002.
99.4 Chief financial officer's certification pursuant to SEC Order No. 4-460,
dated August 13, 2002.
Exhibit 99.1
CERTIFICATION
Pursuant to 18 United States Codess. 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 of The
Phoenix Companies, Inc. (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Robert W. Fiondella
Name: Robert W. Fiondella
Title: Chief Executive Officer
Date: August 13, 2002
Exhibit 99.2
CERTIFICATION
Pursuant to 18 United States Codess. 1350
The undersigned hereby certifies that the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2002 of The
Phoenix Companies, Inc. (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report
fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Coleman D. Ross
Name: Coleman D. Ross
Title: Chief Financial Officer
Date: August 13, 2002
Exhibit 99.3
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS
I, Robert W. Fiondella, Chairman and Chief Executive Officer of The Phoenix Companies, Inc. ("PNX"), state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of PNX, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the audit committee of PNX.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
o the Form 10-K of PNX for the fiscal year ended December 31, 2001;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PNX filed with the Commission
subsequent to the filing on the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Robert W. Fiondella Subscribed and sworn to
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Robert W. Fiondella before me this ___th day of
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August, 2002.
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August 13, 2002
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/s/_______________________
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Notary Public
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My Commission Expires:
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Exhibit 99.4
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER
REGARDING FACTS AND CIRCUMSTANCES RELATING TO
EXCHANGE ACT FILINGS
I, Coleman D. Ross, Executive Vice President and Chief Financial Officer of The Phoenix Companies, Inc. ("PNX"), state and attest
that:
(1) To the best of my knowledge, based upon a review of the covered reports of PNX, and, except as corrected or supplemented in a
subsequent covered report:
o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in
the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the
circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case
of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the audit committee of PNX.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
o the Form 10-K of PNX for the fiscal year ended December 31, 2001;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of PNX filed with the Commission
subsequent to the filing on the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Coleman D. Ross Subscribed and sworn to
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Coleman D. Ross before me this ___th day of
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August, 2002.
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August 13, 2002
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/s/_______________________
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Notary Public
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My Commission Expires:
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