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 (Date of earliest event reported): November 24, 2010
The Phoenix Companies, Inc.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-16517 | | 06-1599088 |
(State or other jurisdiction | | (Commission File Number) | | (IRS Employer |
of incorporation) | | | | Identification No.) |
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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)
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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:
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¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
The Phoenix Companies, Inc. is providing the following disclosure regarding the expected impact on our consolidated financial statements and ongoing operations of the recent decision of the New York Court of Appeals in the matter Alice Kramer v. Phoenix Life Insurance Co. and Lincoln Life & Annuity Co. of New York et al (the “Kramer litigation”). The Kramer litigation is an ongoing matter which was initiated in the United States District Court (Southern District of New York) on March 26, 2008. In this matter, the Estate of Arthur Kramer sued various insurers, including our wholly owned subsidiary, Phoenix Life Insurance Company (“PLIC”), and other parties. Given the uncertainty surrounding New York’s insurable interest law, the federal judge permitted the parties to seek an interlocutory appeal of the insurable interest issue which ultimately resulted in the above decision of the New York Court of Appeals. The Kramer li tigation, as it relates to us, involves three insurance policies issued by PLIC, with a total death benefit of $28.0 million, of which we ceded $21.0 million to reinsurers. Based on the facts known to us at the date of this filing, we do not expect the above decision of the New York Court of Appeals and the ultimate outcome of the Kramer litigation in the federal courts to have a material effect on our consolidated financial statements or ongoing operations.
The foregoing discussion may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to trends in, or representing management’s beliefs about, our future transactions, strategies, operations and financial results, and often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “may,” “should” and other similar words or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs concerning trends and future developments and their potential effects on us. They are not guarantees of future pe rformance. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our periodic reports filed with the SEC and are available on our website at www.phoenixwm.com under “Investor Relations”. You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this discussion, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this discussion, such statements or disclosures will be deemed to modify or supersede such statements in this discussion.
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.
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| THE PHOENIX COMPANIES, INC. | |
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Date: November 24, 2010 | By: | /s/ Peter A. Hofmann | |
| Name: | Peter A. Hofmann | |
| Title: | Senior Executive Vice President and Chief Financial Officer | |
