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As filed with the Securities and Exchange
Commission on April 13, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE MONY GROUP INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or 13-3976138
organization) (I.R.S. Employer Identification No.)
1740 Broadway
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
Investment Plan Supplement for Employees and Field Underwriters of MONY Life
Insurance Company
and
Retirement Plan for Field Underwriters of MONY Life
Insurance Company
(Full Title of the Plans)
John R. McFeely, Esq.
1740 Broadway
New York, New York 10019
(213) 708-2000
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
----------------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration fee
be registered registered per share offering price
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Common Stock,
par value $0.01 3,500,000 31.625(3) $110,687,500(3) $29,221.50
per share.(1), (2)
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plans
described herein.
(2) Includes all preferred stock purchase rights of the Company issuable in
conjunction with the shares of the Company's Common Stock pursuant to the
Rights Agreement, dated as of November 10, 1998, between the Company and
First Chicago Trust Company of New York, as rights agent.
(3) Pursuant to Rule 457(h), these prices are estimated solely for the purpose
of calculating the registration fee and are based upon the average of the
high and low sales prices of the Company's Common Stock on the New York
Stock Exchange on April 10, 2000.
There are also registered hereunder such additional indeterminate number
of shares as may be issued as a result of the antidilution provisions of the
Plans.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing information specified by Part I of this Form
S-8 Registration Statement (the "Registration Statement") will be sent or given
to participants in the plans listed on the cover of the Registration Statement
(collectively, the "Plans") as specified in Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Securities Act"). Such document(s) are not being filed
with the Commission but constitute (along with the documents incorporated by
reference into the Registration Statement pursuant to Item 3 of Part II hereof),
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by The MONY Group Inc.
(the "Company") are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1999, filed with the Commission on March 28, 2000;
(b) All other reports filed by the Company pursuant to Section 13(a) or 15(d)
of the Exchange Act since December 31, 1999;
(d) Description of the Company's capital stock contained in the Company's
Registration Statement on Form 8-A, File No. 001-14603, filed with the
Commission on November 6, 1998, including any further amendments or
reports filed for the purpose of updating such description; and
(e) Description of the Company's preferred stock purchase rights contained in
the Company's Registration Statement on Form S-1, File No. 333-63835,
filed with the Commission on September 21, 1998, including any further
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Company and the Plans pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein (or in any other subsequently
filed document that also is or is deemed to be incorporated by reference herein
or therein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company is a Delaware corporation. Reference is made to Section 145 of
the Delaware General Corporation Law as to indemnification by the Company of its
officers and directors. The general effect of such law is to empower a
corporation to indemnify any of its officers and directors against certain
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a manner
he reasonably believed to be in, or not opposed to, the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
The Amended and Restated By-Laws of the Company, as amended by the
Amendment to the Amended and Restated By-laws (the "By-Laws") (which are
incorporated herein by reference as Exhibits 4.4 and 4.5, respectively, to this
Registration Statement) provide for indemnification of any person who was or is
a director, officer, employee
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or agent of the Company or was serving in such capacity at another entity at the
Company's request (each, an "Indemnified Person"), and is a party to, or is
threatened to be made a party to, any threatened, pending or completed action,
suit or proceeding, whether derivative or not. Indemnification continues as to
an Indemnified Person who has ceased to be a director, officer, employee or
agent and inures to the benefit of the heirs, executors and administrators of an
Indemnified Person. The By-Laws also authorize indemnification for expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement, as
well as the advancement of expenses to an Indemnified Person. The
indemnification provisions in the By-Laws are non-exclusive and allow the
Company to indemnify by agreement or vote of stockholders or disinterested
directors.
Article Eighth of the Company's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") (which is incorporated by
reference as Exhibit 4.3 to this Registration Statement) provides for the
indemnification of the Company's directors in accordance with the Delaware
General Corporation Law, and includes, as permitted by the Delaware General
Corporation Law, certain limitations on the potential personal liability of
members of the Company's Board of Directors for monetary damages as a result of
actions taken in their capacity as Board members.
The directors and officers of the Company are covered by insurance
policies indemnifying them against certain liabilities arising under the
Securities Act which might be incurred by them in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable
ITEM 8. EXHIBITS
Exhibit
Number Description
------ -----------
4.1 - Investment Plan Supplement for Employees and Field
Underwriters of MONY Life Insurance Company.
4.2 - Retirement Plan for Field Underwriters of MONY Life
Insurance Company.
4.3 - Amended and Restated Certificate of Incorporation of
the Company, dated November 3, 1998 (incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended, File No. 333-63835).
4.4 - Amended and Restated By-Laws of the Company
(incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1, as
amended, File No. 333-63835).
4.5 - Amendment to the Amended and Restated By-Laws of the
Company (incorporated by reference to Exhibit 3.3 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, File No. 1-14603).
4.6 - Form of Certificate for Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1, as amended, File No. 333-63835).
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4.7 - Form of Rights Agreement, dated as of November 10,
1998, between the Company and First Chicago Trust
Company of New York, as rights agent. The Rights
Agreement includes the Form of Rights Certificate as
Exhibit A, and the Summary of Rights as Exhibit B
(incorporated by reference to Exhibit 10.37 to the
Company's Registration Statement on Form S-1, as
amended, File No. 333-63835).
5.1 - Refer to Item 9, paragraph (a)(4).
23.1 - Consent of PricewaterhouseCoopers LLP.
24.1 - Power of Attorney of the Officers and Directors who
signed this Registration Statement set forth on page
II-5 herein.
ITEM 9. UNDERTAKINGS
(a) The undersigned Company and the Plans hereby undertake:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
this effective Registration Statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.
(4) To submit the Plans and any amendments thereto to the Internal Revenue
Service (the "IRS") in a timely manner and to make all changes required by the
IRS to qualify the Plans.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section
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15(d) of the Exchange Act) that is incorporated by reference in this
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the indemnification provisions summarized in Item 6
or otherwise, the registrant has been advised that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by the director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Company will, unless in the
opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 13th day of
April, 2000.
THE MONY GROUP INC.
By: /s/ MICHAEL ISOR ROTH
-------------------------------------
Name: Michael Isor Roth
Title: Chairman of the Board and
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below hereby constitutes and appoints Richard Daddario, Lee Smith and John R.
McFeely, Esq. or any one of them, his true and lawful attorneys-in-fact and
agents, each acting alone, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
or all amendments or post-effective amendments to this registration statement or
registration statement (including without limitation any post-effective
amendment pursuant to Rule 462 under the Securities Act of 1933, as amended),
and to file the same, with all exhibits thereto, and all documents in connection
therewith with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, and hereby ratifies and confirms all that said
attorneys-in-fact and agents, each acting alone, or their substitute or
substitutes, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ MICHAEL ISOR ROTH Chairman of the Board, April 13, 2000
Michael Isor Roth Chief Executive Officer
and Director (Principal
Executive Officer)
/s/ RICHARD DADDARIO Executive Vice President April 13, 2000
Richard Daddario and Chief Financial
Officer (Principal
Financial Officer)
/s/ LARRY COHEN Vice President and April 13, 2000
Larry Cohen Controller (Principal
Accounting Officer)
/s/ TOM HANS BARRETT Director April 13, 2000
Tom Hans Barrett
/s/ DAVID LINCOLN CALL Director April 13, 2000
David Lincoln Call
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/s/ GLENN ROBERT DURHAM Director April 13, 2000
Glenn Robert Durham
/s/ JAMES BERNARD FARLEY Director April 13, 2000
James Bernard Farley
/s/ SAMUEL JOSEPH FOTI President, Chief April 13, 2000
Samuel Joseph Foti Operating Officer and
Director
/s/ ROBERT HOLLAND, JR. Director April 13, 2000
Robert Holland, Jr.
/s/ JAMES LAWRENCE JOHNSON Director April 13, 2000
James Lawrence Johnson
/s/ FREDERICK W. KANNER Director April 13, 2000
Frederick W. Kanner
/s/ ROBERT RAYMOND KILEY Director April 13, 2000
Robert Raymond Kiley
/s/ KENNETH MARC LEVINE Executive Vice President, April 13, 2000
Kenneth Marc Levine Chief Investment Officer
and Director
Director April 13, 2000
John Robert Meyer
/s/ JANE CAHILL PFEIFFER Director April 13, 2000
Jane Cahill Pfeiffer
/s/ THOMAS CHARLES THEOBALD Director April 13, 2000
Thomas Charles Theobald
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The Plans. Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of New York, State of New
York, on this 13th day of April, 2000.
INVESTMENT PLAN SUPPLEMENT FOR EMPLOYEES
AND FIELD UNDERWRITERS OF THE MONY LIFE
INSURANCE COMPANY
By: Kenneth M. Levine
Chairman, Benefit Plans Administration
Committee, as Plan Administrator
/s/ KENNETH M. LEVINE
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RETIREMENT PLAN FOR
FIELD UNDERWRITERS OF THE MONY
LIFE INSURANCE COMPANY
By: Kenneth M. Levine
Chairman, Benefit Plans Administration
Committee, as Plan Administrator
/s/ KENNETH M. LEVINE
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EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
4.1 - Investment Plan Supplement for Employees and Field
Underwriters of the MONY Life Insurance Company.
4.2 - Retirement Plan for Field Underwriters of MONY Life
Insurance Company.
4.3 - Amended and Restated Certificate of Incorporation of
the Company, dated November 3, 1998 (incorporated by
reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1, as amended, File No. 333-63835).
4.4 - Amended and Restated By-Laws of the Company
(incorporated by reference to Exhibit 3.2 of the
Company's Registration Statement on Form S-1, as
amended, File No. 333-63835).
4.5 - Amendment to the Amended and Restated By-Laws of the
Company (incorporated by reference to Exhibit 3.3 to
the Company's Annual Report on Form 10-K for the year
ended December 31, 1998, File No. 1-14603).
4.6 - Form of Certificate for Common Stock (incorporated by
reference to Exhibit 4.1 to the Company's Registration
Statement on Form S-1, as amended, File No. 333-63835).
4.7 - Form of Rights Agreement, dated as of November 10,
1998, between the Company and First Chicago Trust
Company of New York, as rights agent. The Rights
Agreement includes the Form of Rights Certificate as
Exhibit A, and the Summary of Rights as Exhibit B
(incorporated by reference to Exhibit 10.37 to the
Company's Registration Statement on Form S-1, as
amended, File No. 333-63835).
5.1 - Refer to Item 9, paragraph (a)(4).
23.1 - Consent of PricewaterhouseCoopers LLP.
24.1 - Power of Attorney of the Officers and Directors who
signed this Registration Statement set forth on page
II-5 herein.
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