Oliver Press Partners Urges The Phoenix Companies' Shareholders to Vote for New Independent Nominees
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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, today sent the following letter to the 225,000
shareholders of The Phoenix Companies urging shareholders to elect three
new and independent director nominees at the Company's 2008 Annual
Meeting of Stockholders, which has been scheduled for May 2, 2008.
Augustus K. Oliver of Oliver Press Partners said, "We
continue to believe that The Phoenix Companies has great potential, but
that the incumbent Board and management have failed to realize that
potential. It is time, in our view, for the Board to focus on the
interests of shareholders and policyholders rather than the interests of
management. We believe our nominees will provide a new and independent
expertise that will help unlock the Company’s
potential and serve the interests that need to be served.”
Additional information can be found at www.RaiseThePhoenix.com.
The full text of the letter follows:
March 26, 2008
Dear Fellow Shareholder:
We are writing you again regarding the future of The Phoenix Companies,
Inc. and how we believe you can best protect your investment in the
Company and the security of your policy. No doubt the volume of
materials that you are receiving about Phoenix is daunting, but we
believe the issues at stake are clear and the corrective action to take
is simple. We own approximately 5% of the outstanding Phoenix stock and
we are proposing three nominees in opposition to management’s
incumbent directors at the Company’s 2008
Annual Meeting.
WHAT HAS MANAGEMENT DELIVERED? Stock Price
A stock price that is down over 35% since the Company went
public more than six years ago and as reflected in the attached
graph, is also down relative to the S&P.
Financial Performance
An operating expense ratio that is more than double most
of the Company’s peers1
A return on equity that is more than 50% below most of
the Company’s peers
Six separate ratings downgrades by leading ratings agencies since
the Company went public in 2001. WHAT HAS MANAGEMENT RECEIVED?
A compensation structure that, among other things, gave the senior
management "performance”
bonuses averaging over 210% of base salary in 2007 plus millions
of dollars in accumulated pension benefits, deferred compensation,
perquisites and other arrangements Compensation arrangements for CEO Dona Young that included $27
million of severance, other compensation, benefits and perquisites
as a change-in-control package on top of $12.8 million of
accumulated pension benefits and $9.1 million of deferred
compensation, for a total change-in-control compensation
package of $49 million2 WHO ARE OUR NOMINEES?
Two of our nominees, John Clinton and Carl Santillo, have spent their
careers in the insurance business. We believe they will bring an
independent industry perspective to the Board
Our third nominee, Augustus K. Oliver, has spent his career as a
lawyer and investment manager focused on financial and strategic
transactions
Our nominees would constitute only three out of thirteen directors,
but they will be new independent and forceful advocates for
your interests
WHAT DO WE EXPECT WILL RESULT FROM THE ELECTION OF OUR NOMINEES?
Management has argued that we offer no new ideas. If that is true, then
it appears the incumbent Board and management have failed in putting the ‘old’
ideas to work. Shareholders and policyholders deserve more than ideas —
they are entitled to results that serve their best interests.
When we notified the Company on January 25 that we intended to nominate
our candidates to the Board, we wrote to Dona Young that we believed the
Company should sell its asset management business. Just two weeks later
the Company announced it would spin off that business. A coincidence? Or
an ‘old’ idea that
suddenly got new life?
Here are a few other ‘old’
ideas we believe the presence of our nominees will revive and turn into
action:
First, we believe the Board should undertake a full strategic
review of all the Company’s businesses with
the goal of deploying capital in the most productive manner possible
Second, we expect the participation of our nominees will encourage
management to take aggressive steps to reduce the Company’s
cost structure. Management claims millions in cost reductions over
the past few years, yet the Company’s cost
structure remains substantially higher and its return on equity
correspondingly lower than its industry peers
Third, our nominees will bring new perspective needed for a
comprehensive review of the options available to the Company to monetize
its closed block of insurance
Fourth, our nominees will provide new independent oversight of the
Company’s executive compensation measures.
We urge you to vote with us to support our nominees and to send a
message to the Board of Directors that it is time for the best
interests of shareholders and policyholders to come before the
interests of management.
Sincerely yours,
Augustus K. Oliver
Clifford Press
IT IS TIME FOR CHANGE – VOTE AND RETURN
YOUR WHITE PROXY CARD NOW If you have previously returned a Blue proxy card, you can
automatically revoke it by signing, dating and returning the enclosed
WHITE proxy card in the accompanying envelope. 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”)
filed a preliminary proxy statement with the Securities and Exchange
Commission (the "SEC”).
Oliver Press will prepare and file with the SEC a definitive proxy
statement and may file other solicitation materials. THE PHOENIX
COMPANIES, INC.’S SHAREHOLDERS 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 SEC’S
WEB SITE AT HTTP://WWW.SEC.GOV.
Shareholders may also obtain free copies of the proxy statement and
other documents filed by Oliver Press in connection with the annual
meeting by directing a request to: MacKenzie Partners, Inc. by calling
Toll-Free (800) 322-2885 or by e-mail at phoenixproxy@mackenziepartners.com.
OLIVER PRESS PARTICIPANT INFORMATION
IN ACCORDANCE WITH RULE 14A-12(A)(1)(I) OF THE SECURITIES EXCHANGE ACT
OF 1934, AS AMENDED, INFORMATION REGARDING THE IDENTITY OF THE PERSONS
WHO MAY, UNDER SEC RULES, BE DEEMED TO BE PARTICIPANTS IN THE
SOLICITATION OF SHAREHOLDERS AND THEIR INTERESTS ARE SET FORTH IN THE
PRELIMINARY PROXY STATEMENT THAT WAS FILED BY OLIVER PRESS WITH THE SEC.
1 We believe its peers are Manulife Financial,
Prudential Financial, Nationwide Financial, Lincoln Financial, Hartford
Life, MetLife and Ameriprise Financial.
2 A more complete description of the
change-in-control package and its components is contained on page 6 of
our proxy statement and its footnotes 1 and 2.