================================================================================
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: January 16, 2001
Date of Earliest Event Reported: January 11, 2001
Commission file number 1-10994
PHOENIX INVESTMENT PARTNERS, LTD.
(Exact name of registrant as specified in its charter)
DELAWARE 95-4191764
(State of Incorporation) (I.R.S. Employer Identification No.)
56 Prospect St., Hartford,
Connecticut 06115-0480 (860) 403-5000
(Address of principal executive offices) (Registrant's telephone number)
================================================================================
Item 1. Change in Control of Registrant.
On January 11, 2001, Phoenix Investment Partners, Ltd. (Phoenix Investment
Partners) shareholders approved a definitive Agreement and Plan of Merger (the
"Merger Agreement") with Phoenix Home Life Mutual Insurance Company ("Phoenix
Home Life") and Phoenix Home Life's wholly owned subsidiary PM Holdings, Inc.
("Phoenix Holdings"). Under the terms of the Merger Agreement, Phoenix Holdings
acquired the remaining outstanding shares of Phoenix Investment Partners that
Phoenix Holdings did not already own for $15.75 per share. Pursuant to the
Merger Agreement, Phoenix Investment Partners merged with a newly-formed,
wholly-owned subsidiary of Phoenix Holdings, "PMH Acquisition Co." (the
"Merger"). As a result of the Merger, Phoenix Investment Partners has become a
wholly owned subsidiary of Phoenix Holdings.
Additional information is set forth in Phoenix Investment Partners' press
release, which is attached as Exhibit 99.1 hereto and is incorporated herein by
reference.
Item 7. Financial Statements and Other Exhibits.
(c) Exhibits.
Exhibit No. Description
99.1 Press release dated January 11, 2001.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Phoenix Investment Partners, Ltd.
January 16, 2001 /s/ William R. Moyer
-----------------------------
William R. Moyer, Chief Financial Officer
Exhibit 99.1
Thursday January 11, 2001, 14:10 EST
Company Press Release
Phoenix Completes Merger with Phoenix Investment Partners
HARTFORD, Conn.--(BUSINESS WIRE)-- Jan. 11, 2001 -- Phoenix Home Life Mutual
Insurance Company (Phoenix) and Phoenix Investment Partners (PXP) today closed
their merger transaction following receipt of PXP shareholder approval and the
satisfaction of other conditions contained in the merger agreement announced
September 11, 2000. As a result of the merger, PXP has become a wholly-owned
subsidiary of Phoenix, and Phoenix will acquire all of the outstanding shares of
PXP other than those owned by Phoenix, for $15.75 per share in cash. Prior to
the merger, there were approximately 21.5 million shares of PXP outstanding and
not owned by Phoenix, representing approximately 45 percent of the total
outstanding PXP shares.
"We are pleased to start the new year with the completion of this agreement,"
said Robert W. Fiondella, chairman and chief executive officer of Phoenix.
"Working in close collaboration with Phil McLoughlin and his team at PXP,
Phoenix is now even better positioned to execute our wealth management strategy
successfully. We are committed to maintaining Phoenix Investment Partners'
highly effective investment management model that provides its money managers
significant levels of investment autonomy."
Philip R. McLoughlin, chairman and chief executive officer of Phoenix Investment
Partners, said, "As an integrated, yet independent, Phoenix company, we believe
PXP's closer working relationship with Phoenix will create new growth
opportunities for our investment business. We will enhance the existing money
management services we offer, and expand our capabilities in new ways in support
of Phoenix's wealth management strategy. We are already moving forward and are
very pleased that this transaction is now complete."
Phoenix is a premier provider of wealth management products and services,
distributed through a diverse group of experienced advisors and institutions to
serve the accumulation, preservation and transfer needs of the high-net-worth
and affluent market. Phoenix, with corporate offices in Hartford, Conn., was
founded in 1851. For more information on Phoenix, visit www.phoenixwm.com.
Phoenix Investment Partners, Ltd. is a leading U.S. investment management
company providing individuals and institutions with access to its eight boutique
money managers and a full range of distinct investment disciplines and money
management services. As of September 30, 2000, the company had $61.9 billion in
assets under management, comprised of $32.8 billion in institutional assets and
$29.1 billion in retail assets, including mutual funds and managed accounts. For
more information on Phoenix Investment Partners, visit
www.phoenixinvestments.com.
CONTACT: Phoenix Home Life
Jon Sandberg
860-403-5066
or
Sharon Bray
860-403-5748
# # #