UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [_] Filed by a Party other than the Registrant [X]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
THE PHOENIX COMPANIES, INC.
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(Name of the Registrant as Specified In Its Charter)
OLIVER PRESS PARTNERS, LLC
OLIVER PRESS INVESTORS, LLC
AUGUSTUS K. OLIVER
CLIFFORD PRESS
DAVENPORT PARTNERS, L.P.
JE PARTNERS, L.P.
OLIVER PRESS MASTER FUND, L.P.
JOHN CLINTON
CARL SANTILLO
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(Name(s) of Person(s) Filing Proxy Statement, if other than the Registrant)
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the filing fee is calculated and state how it was determined): N/A
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[_] Fee paid previously with preliminary materials.
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Oliver Press Partners, LLC ("Oliver Press"), together with the persons
and entities named on the cover of this Schedule 14A, is filing materials
contained herein with the Securities and Exchange Commission (the "SEC") in
connection with the 2008 annual meeting of stockholders (the "Annual Meeting")
of The Phoenix Companies, Inc. Oliver Press intends to file a preliminary proxy
statement with the SEC with respect to the solicitation of proxies to elect
three director nominees at the Annual Meeting.
Item 1. On February 7, 2008, Oliver Press issued the following press
release:
For Immediate Distribution
OLIVER PRESS PARTNERS COMMENTS ON
THE PHOENIX COMPANIES ANNOUNCMENT
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NEW YORK, NY, February 7, 2008 - Oliver Press Partners, LLC, a New York based
investment management firm whose funds own approximately 5% of The Phoenix
Companies, Inc.'s (NYSE:PNX) common stock, issued the following statement in
relation to Phoenix's announcement this morning that it intends to spin off its
asset management subsidiary, Phoenix Investment Partners ("PXP"), to Phoenix's
shareholders.
"We are gratified that the views of leading shareholders have finally convinced
the Phoenix Board to pursue the first step in our value recovery plan. We are
convinced that with the unsuccessful diversion into Asset Management now out of
the way, the opportunity is at hand to correct the core issues that have
resulted in the declining ratings and low ROE of this company - inefficient
capital allocation in the closed book, and excessive cost and overhead
structure. We believe that the election of the three nominees that we have
recommended at the upcoming annual meeting on May 2, 2008 will best ensure the
successful completion of this value recovery program."
About Oliver Press Partners, LLC
Oliver Press Partners, LLC was founded in 2005 by Augustus K. Oliver and
Clifford Press and manages several investment funds including, Davenport
Partners, L.P., JE Partners, L.P. and Oliver Press Master Fund, L.P.
ADDITIONAL INFORMATION
Oliver Press Partners, LLC ("Oliver Press"), together with the other
Participants (as defined below), intends to make a preliminary filing with the
Securities and Exchange Commission ("SEC") of a proxy statement and accompanying
white proxy card to be used to solicit votes for the election of its slate of
director nominees at the 2008 annual meeting of stockholders of The Phoenix
Companies, Inc., a Delaware corporation (the "Company").
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED
TO THE 2008 ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION. THESE MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE
SECURITIES AND EXCHANGE COMMISSION'S WEB SITE AT HTTP://WWW.SEC.GOV.
In addition, stockholders may receive without charge a proxy statement, white
proxy card and related materials from Oliver Press as soon as they are
available. Requests for copies should be directed to MacKenzie Partners, Inc. by
calling Toll-Free 800-322-2885 or by email at
phoenixproxy@mackenziepartners.com.
CERTAIN INFORMATION CONCERNING THE PARTICIPANTS
The participants in the proxy solicitation are anticipated to be Oliver Press,
Oliver Press Investors, LLC ("OPI"), Augustus K. Oliver, Clifford Press,
Davenport Partners, L.P. ("Davenport"), JE Partners, L.P. ("JEP"), Oliver Press
Master Fund, L.P. ("OPM"), John Clinton and Carl Santillo (collectively, the
"Participants"). As of February 6, 2008, Davenport beneficially owned 76,860
shares of common stock of the Company (the "Shares"), JEP beneficially owned
4,908,375 Shares and OPM beneficially owned 702,971 Shares, constituting in the
aggregate approximately 4.98% of the outstanding Shares. OPI is the general
partner of Davenport, JEP and OPM. Oliver Press is the investment advisor to
each of Davenport, JEP and OPM. Augustus K. Oliver and Clifford Press are each
managing members of Oliver Press and OPI. By virtue of these relationships,
Oliver Press, OPI, and Messrs. Oliver and Press may be deemed to beneficially
own the 5,688,206 Shares collectively owned by Davenport, JEP and OPM.
Currently, Messrs. Clinton and Santillo each own 10,000 Shares. As members of a
"group" for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of
1934, as amended, they are each deemed to beneficially own the 5,688,206 Shares
owned by Davenport, JEP and OPM, and together with their 20,000 Shares the
aggregate ownership would constitute approximately 4.99% of the outstanding
Shares.
Contacts: For Investors and Analysts:
Oliver Press Partners, LLC MacKenzie Partners, Inc.
Augustus K. Oliver Larry Dennedy
Managing Member (212) 929-5239
(212) 277-5654
goliver@oliverpressllc.com OR
OR Daniel Burch
Clifford Press (212) 929-5748
Managing Member
(212) 277-5635
cpress@oppllc.com
Sard Verbinnen & Co.
David Reno/Stephanie Pillersdorf
(212) 687-8080