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: November 12, 2001
---------------------------------
(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 7. Exhibits.
99.1 Press release of Phoenix Investment Partners, Ltd., the wholly owned
asset management subsidiary of The Phoenix Companies, Inc., dated November 12,
2001, regarding the announcement of a definitive agreement to acquire a majority
interest in Kayne Anderson Rudnick Investment Management, LLC.
Item 9. Regulation FD Disclosure.
On November 12, 2001, Phoenix Investment Partners, Ltd. issued a press
release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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: November 12, 2001
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- -------
99.1 Press release, dated November 12, 2001, regarding the announcement of a
definitive agreement to acquire a majority interest in Kayne Anderson
Rudnick Investment Management, LLC.
Exhibit 99.1
[GRAPHIC OMITTED][GRAPHIC OMITTED]
Contact: Sharon Bray o Phoenix Investment Partners o (860) 403-5748
Ralph Walter o Kayne Anderson Rudnick o (310) 712-2929
Phoenix Investment Partners to Acquire A Majority Interest in Kayne
Anderson Rudnick, Supports Managed Account Growth Strategy
Second money manager acquisition announced within 30 days will add $7
billion in AUM
Hartford, Conn. and Los Angeles, Calif. November 12, 2001 --- Phoenix
Investment Partners, Ltd., the wholly owned asset management subsidiary of The
Phoenix Companies, Inc. (NYSE: PNX), announced it has signed a definitive
agreement to acquire a majority interest in Kayne Anderson Rudnick Investment
Management, LLC, a 17-year-old Los Angeles-based investment firm managing over
$7 billion in assets. Kayne Anderson Rudnick applies a disciplined "Quality at a
Reasonable Price" investment philosophy to a broad range of equity and
fixed-income products primarily for the sponsored managed account,
high-net-worth and institutional markets. The addition of Kayne Anderson Rudnick
will expand Phoenix's diversified investment capabilities and asset base and
support the firm's managed account growth strategy.
"We are impressed with Kayne Anderson Rudnick's commitment to quality and
disciplined management of client assets, and we are pleased to partner with such
a reputable and well-established firm in the managed account industry," said
Philip R. McLoughlin, Phoenix Investment Partners' Chairman and Chief Executive
Officer. "Kayne Anderson Rudnick's sponsored managed account business, combined
with Phoenix's existing capabilities, will enhance this segment of our retail
business."
Kayne Anderson Rudnick's Chief Executive Officer Richard A. Kayne said, "We
are extremely excited about our new partnership with Phoenix Investment
Partners, and are confident the relationship will be mutually beneficial. This
alliance will allow us the opportunity to grow by leveraging Phoenix's
distribution and support resources. As part of the Phoenix organization, we will
be able to maintain our distinct culture and investment philosophy - the essence
of our firm."
Under the agreement, Phoenix will purchase an initial 60 percent interest
in Kayne Anderson Rudnick Investment Management LLC for an amount to be paid in
cash based upon management fee revenues at close. An additional payment may be
made based upon management fee revenue growth of the purchased business through
2003. The agreement further provides for Phoenix to increase its interest by 15
percent by 2007. The remaining ownership interests will be retained primarily by
Kayne Anderson Rudnick portfolio and executive management. The transaction is
expected to close in the first quarter of 2002 following receipt of all
necessary client approvals. The transaction does not include KA Associates, a
broker/dealer, or Kayne Anderson Capital Advisors LP, an alternative investments
advisor.
Kayne Anderson Rudnick's investment management operations will remain
unchanged, and existing management will continue to be responsible for
day-to-day management of the firm. Certain key portfolio and executive
management team members, including Chief Executive Officer Richard Kayne and
Chief Investment Officer Allan Rudnick, have signed long-term employment
contracts with the firm.
Upon completion of this transaction and the acquisition of Capital West
Asset Management, which was announced on October 15, Phoenix Investment Partners
will have eleven investment affiliates, with seven participating in sponsored
managed account programs. Each affiliate operates independently in the
management of assets. Phoenix provides centralized support to the affiliates in
the form of distribution, marketing, product development, compliance and
operations.
Phoenix Investment Partners is being advised by De Guardiola Advisors,
which has represented the firm in previous transactions, including the pending
acquisition of Capital West Asset Management. Kayne Anderson Rudnick is being
represented by Putnam Lovell Securities Inc.
Kayne Anderson Rudnick Investment Management, LLC is a registered
investment advisor based in Los Angeles, managing over $7 billion in assets as
of September 30, 2001, for high-net-worth individuals, endowments, foundations,
corporations, public funds and pension plans. The firm was founded by Richard A.
Kayne and John E. Anderson in 1984, and in 1989, Allan Rudnick joined the firm
as President and Chief Investment Officer, when the firm launched its
disciplined, high-quality investment approach. For more information on the
company and its portfolios, visit www.kayne.com.
Phoenix Investment Partners, Ltd., managing $54.8 billion as of June 30,
2001, is the wholly owned investment subsidiary of The Phoenix Companies, Inc.
(NYSE: PNX). Phoenix Investment Partners provides individuals and institutions
with disciplined money management through nine subsidiaries and strategic
partners, excluding the pending acquisitions of Kayne Anderson Rudnick and
Capital West, and offers an array of managed accounts, mutual funds, closed-end
funds, alternative financial products, and institutional management services.
For more information, visit www.phoenixinvestments.com.
With a history dating to 1851, The Phoenix Companies, Inc. is a leading
provider of wealth management products and services to individuals and
businesses. Through a variety of advisors and financial services firms, Phoenix
helps the affluent and high net worth accumulate, preserve and transfer their
wealth with an innovative portfolio of insurance, annuity and investment
management products and services. Both Phoenix's and Phoenix Investment
Partners' corporate offices are in Hartford, Conn.