PNX Phoenix Companies (The)

 

 

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): January 22, 2016

 

 

The Phoenix Companies, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	001-16517	06-1599088
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

 

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)

 

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:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 5.02. Departure of Directors or Certain Officers.

 

On January 22, 2016, The Phoenix Companies, Inc. (the “Company”) announced that Bonnie J. Malley, Executive Vice President and Chief Financial Officer, intends to leave the Company upon the completion of the previously announced merger transaction between the Company and Nassau Reinsurance Group Holdings, L.P (“Nassau”) to take a position with the City of Hartford, subject to approval by the City Council. Upon completion of the merger, the Company plans to appoint Ernest McNeill Jr. as Chief Financial Officer. Mr. McNeill is currently the Company’s Senior Vice President and Chief Accounting Officer. Ms. Malley will continue to perform her duties and fulfill her responsibilities as Executive Vice President and Chief Financial Officer of the Company through closing.

 

Ms. Malley’s rights to payments and benefits in connection with the end of her employment at the Company upon the closing of the merger are set forth in the proxy statement filed with the Securities and Exchange Commission on November 18, 2015.

 

Item 8.01 Other Events

 

On January 22, 2016, the Company issued a news release announcing the potential departure of Ms. Bonnie J. Malley from the Company and the intention to appoint Mr. Ernest McNeill Jr. as her successor, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.		Description
99.1		News Release of The Phoenix Companies, Inc., dated January 22, 2016.

 

 

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.

 

	THE PHOENIX COMPANIES, INC.
Date: January 22, 2016	By:	/s/ Jody A. Beresin
		Name: Jody A. Beresin
		Title: Executive Vice President and Chief Administrative Officer

 

 

 

Exhibit 99.1

 

NEWS RELEASE

 

For Immediate Release	One American Row
	PO Box 5056
	Hartford CT 06102-5056

 

Contacts:
Media Relations Alice S. Ericson, 860-403-5946 alice.ericson@phoenixwm.com	Investor Relations Naomi Baline Kleinman, 860-403-7100 pnx.ir@phoenixwm.com

 

The Phoenix Companies, Inc. Announces CFO Transition

Upon Completion of Merger with Nassau

 

Hartford, Conn., Jan. 22, 2016 – The Phoenix Companies, Inc. (NYSE:PNX) (“Phoenix” or the “company”) today announced Bonnie J. Malley, chief financial officer, intends to leave the company upon completion of the previously announced merger with Nassau Reinsurance Group Holdings, L.P. (“Nassau”) to take a position with the City of Hartford, subject to approval by the City Council. Upon completion of the merger, which is expected in early 2016, the company intends to appoint Ernest McNeill Jr., currently senior vice president and chief accounting officer at Phoenix, as chief financial officer.

 

Mr. McNeill joined Phoenix in August, 2014 and currently oversees numerous corporate finance functions including SEC Reporting, Statutory, GAAP and Investment Accounting, Accounting Operations, Corporate Tax and Expense Management. Mr. McNeill is a Certified Public Accountant and Chartered Financial Analyst and previously held senior accounting and finance positions at Fidelity Investments and the Hartford Financial Services Group.

 

Phoenix and Nassau are actively working towards closing, and the transaction remains on track to close in early 2016. On December 17, 2015, stockholders of the Phoenix Companies, Inc. approved the adoption of the Agreement and Plan of Merger, dated as of September 28, 2015 among Phoenix, Davero Merger Sub Corp. and Nassau. In addition to Phoenix stockholder approval, the completion of the merger is subject to regulatory approvals and other closing conditions.

 

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The Phoenix Companies, Inc. … 2

 

About Phoenix

 

The Phoenix Companies, Inc. (NYSE:PNX) helps financial professionals provide solutions, including income strategies and insurance protection, to families and individuals planning for or living in retirement. Founded as a life insurance company in 1851, Phoenix offers products and services designed to meet financial needs in the middle income and mass affluent markets. Its distribution subsidiary, Saybrus Partners, Inc., offers solutions-based sales support to financial professionals and represents Phoenix’s products among key distributors, including independent marketing organizations and brokerage general agencies. Phoenix is headquartered in Hartford, Connecticut, and has two insurance company operating subsidiaries: Phoenix Life Insurance Company, which has its statutory home office in East Greenbush, New York, and PHL Variable Insurance Company, which has its statutory home office in Hartford, Connecticut. For more information, visit www.phoenixwm.com and www.saybruspartners.com.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 which represent the current expectations and beliefs of management of Phoenix concerning the proposed transaction involving Phoenix and Nassau and other future events and their potential effects on Phoenix. Such statements are based upon the current beliefs and expectations of Phoenix’s management, are not guarantees of future results and are subject to a significant number of risks and uncertainties. These forward-looking statements are inherently subject to significant business, economic and competitive uncertainties and contingencies and risk relating to the transaction, many of which are beyond Phoenix’s control.

 

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