As filed with the Securities and Exchange
Commission on December 13, 2001
Registration No. 333-72670
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
=================================
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
=================================
THE MONY GROUP INC.
(Exact name of Registrant as specified in its charter)
Delaware 13-3976138
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1740 Broadway
New York, New York 10019
(Address, including zip code and telephone number,
including area code of Registrant's principal offices)
Bart Schwartz, Esq.
1740 Broadway
New York, New York 10019
(212) 708-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time
to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check following box.
[_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, checking the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
registration statement for the same offering. [_] __________
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] __________
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
This post-effective amendment has been filed for the purpose of refiling in
complete form the Agreement and Plan of Merger dated as of October 8, 2001
previously filed in redacted form as Exhibit 2.1 to this Registration
Statement.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
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Securities and Exchange Commission registration fee $ 4,665
Fees and expenses of transfer agent 5,000
NYSE Additional listing fee 3,500
Accountant's fees and expenses 5,000
Legal fees and expenses 10,000
Blue Sky fees and expenses 5,000
Printing 3,000
Miscellaneous 2,000
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Total $38,165
The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. The Registrant will pay all of the above
expenses. All expenses of the offering, other than selling discounts,
commissions and legal fees and expenses incurred separately by the selling
stockholders, will be paid by the Registrant.
Item 15. Indemnification of Directors and Officers
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The Registrant is a Delaware corporation. Reference is made to Section 145
of the Delaware General Corporation Law as to indemnification by the Registrant
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 Registrant, as amended (the "
Registrant's By-Laws"), provide for indemnification of any person who was or is
a director, officer, employee or agent of the Registrant or was serving in such
capacity at another entity at the Registrant'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 Registrant to indemnify by agreement or vote of
stockholders or disinterested directors.
Article Eighth of the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides for the
indemnification of the Registrant'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 Registrant's Board of Directors for monetary damages as a result
of actions taken in their capacity as Board members.
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The directors and officers of the Registrant are covered by insurance
policies indemnifying them against certain liabilities arising under the
Securities Act of 1933, as amended, that might be incurred by them in such
capacities.
Item 16. Exhibits
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Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated as of October 8, 2001 by and
among The MONY Group Inc., The Advest Group, Inc., LAM
Acquisition Corp, Lebenthal & Co., Inc. and certain other
parties.*
3.1 - Amended and Restated Certificate of Incorporation of the
Registrant dated November 3, 1998 (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement on Form
S-1, as amended, File No. 333-63835).
3.2 - Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-1, as amended, File No. 333-63835).
3.3 - Amendment to the Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998, File No. 1-14603).
5.1 - Opinion of Bart Schwartz, Senior Vice President and General
Counsel of the Registrant, as to legality of securities being
registered.**
23.1 - Consent of PricewaterhouseCoopers LLP.*
23.2 - Consent of Bart Schwartz, Senior Vice President and General
Counsel of the Registrant (included in Exhibit 5.1).
24.1 - Power of Attorney of the Officers and Directors (included on
page II-4 of the Registration Statement as filed on
November 1, 2001).
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* Filed herewith.
** Previously filed.
Item 17. Undertakings
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(a) The undersigned Registrant hereby undertakes:
(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 the
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 the
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;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, S-8 or F-3, and 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 Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933 each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the 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 of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions 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 of 1933 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 Registrant 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 of 1933 and will be governed by the
final adjudication of such issue.
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SIGNATURES
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-3 and has duly caused this amendment to
the 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 the
13th day of December, 2001.
THE MONY GROUP INC.
/s/ Richard Daddario
By: --------------------------------------------------
Richard Daddario
Executive Vice President and Chief Financial
Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, as amended,
this amendment to the registration statement has been signed by the following
persons in the capacities indicated on the 13th day of December, 2001.
Signature Title
--------- -----
* Chairman of the Board, Chief Executive
------------------------ Officer and Director (Principal Executive
Michael Isor Roth Officer)
/s/ Richard Daddario Executive Vice President and Chief Financial
------------------------ Officer (Principal Financial Officer)
Richard Daddario
* Vice President and Controller (Principal
------------------------ Accounting Officer)
Larry Cohen
* Director
------------------------
Tom Hans Barrett
* Director
------------------------
David Lincoln Call
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* Director
-------------------------------
Glen Robert Durham
* Director
-------------------------------
James Bernard Farley
* President, Chief Operating Officer and
------------------------------- Director
Samuel Joseph Foti
* Director
-------------------------------
Robert Holland, Jr.
* Director
-------------------------------
James Lawrence Johnson
* Director
-------------------------------
Frederick Wilkinson Kanner
* Director
-------------------------------
Robert Raymond Kiley
* Executive Vice President, Chief Investment
------------------------------- Officer and Director
Kenneth Marc Levine
* Director
-------------------------------
Jane Cahill Pfeiffer
* Director
-------------------------------
Thomas Charles Theobald
*By: /s/ Bart Schwartz
---------------------------
Bart Schwartz
Attorney-in-Fact
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EXHIBIT INDEX
Exhibit
Number Description
------- -----------
2.1 Agreement and Plan of Merger dated as of October 8, 2001 by and
among The MONY Group Inc., The Advest Group, Inc., LAM
Acquisition Corp, Lebenthal & Co., Inc. and certain other
parties.*
3.1 - Amended and Restated Certificate of Incorporation of the
Registrant dated November 3, 1998 (incorporated by reference to
Exhibit 3.1 of the Registrant's Registration Statement on
Form S-1, as amended, File No. 333-63835).
3.2 - Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 of the Registrant's Registration
Statement on Form S-1, as amended, File No. 333-63835).
3.3 - Amendment to the Amended and Restated By-Laws of the Registrant
(incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31,
1998, File No. 1-14603).
5.1 - Opinion of Bart Schwartz, Senior Vice President and General
Counsel of the Registrant, as to legality of securities being
registered.**
23.1 - Consent of PricewaterhouseCoopers LLP.*
23.2 - Consent of Bart Schwartz, Senior Vice President and General
Counsel of the Registrant (included in Exhibit 5.1).
24.1 - Power of Attorney of the Officers and Directors (included on
page II-4 of the Registration Statement as filed on November 1,
2001).
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*Filed herewith.
**Previously filed.