Virtus Investment Partners, Inc. – ‘PRE13E3/A’ on 11/20/00 re: Virtus Investment Partners, Inc.

On:  Monday, 11/20/00, at 1:55pm ET   ·   Accession #:  950131-0-6515   ·   File #:  5-43022

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Amendment to Preliminary Proxy Solicitation Material — Going-Private Transaction Statement   —   Schedule 13E-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PRE13E3/A   Amendment #1                                           8     37K 
 2: EX-99.(C)(4)  Valuation Materials                                  7     53K 

PRE13E3/A   —   Amendment #1
Document Table of Contents

PRE13E3/A
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================================================================================
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  

Schedule 13E-3/A  
(Amendment No. 1)   
Transaction Statement 
Under Section 13(e) of the Securities Exchange Act of 1934  

PHOENIX INVESTMENT PARTNERS, LTD. 
(Name of the Issuer)  

PHOENIX INVESTMENT PARTNERS, LTD. 
PHOENIX HOME LIFE MUTUAL INSURANCE COMPANY  
PM HOLDINGS, INC. 
(Name of the Persons Filing Statement)  

Common Stock, $.01 par value  
(Title of Class of Securities)  

719085102 
(CUSIP Number)  

Philip R. McLoughlin  
Chief Executive Officer 
Phoenix Investment Partners, Ltd. 
56 Prospect Street  
Hartford, Connecticut 06115 
(860) 403-5000  
(Name, Address and Telephone Number of Person Authorized to Receive 
Notices and Communications on Behalf of the Persons Filing Statement) 

Copies to:  

                                                                [Download Table]
                                                                               
    Tracy L. Rich, Esq.       John S. Chapman, Esq.    Gregory V. Gooding, Esq.
  Senior Vice President &    J. Brett Pritchard, Esq.    Debevoise & Plimpton  
      General Counsel         Lord, Bissell & Brook        875 Third Avenue    
 Phoenix Home Life Mutual    115 South LaSalle Street  New York, New York 10022
     Insurance Company       Chicago, Illinois 60603                           
     One American Row                                                          
Hartford, Connecticut 06115                                                    

This statement is filed in connection with (check the appropriate box):         
a. [X] The filing of solicitation materials or an information statement subject 
to Regulation 14A ((S)(S)240.14a-1 through 240.14b-2), Regulation 14C           
((S)(S)240.14c-1 through 240.14c-101) or Rule 13e-3(c) ((S)240.13e-3(c)) under  
the Securities Exchange Act of 1934 ("the Act").                                
b. [_] The filing of a registration statement under the Securities Act of 1933. 
c. [_] A tender offer.                                                          
d. [_] None of the above.                                                       
Check the box if the soliciting materials or information statement referred to  
in checking box (a) are preliminary copies: [X]                                 
Calculation of Filing Fee                                                       
--------------------------------------------------------------------------------
         Transaction valuation*               Amount of filing fee**
$433,895,397                         $86,779      
--------------------------------------------------------------------------------
*The "transaction valuation" amount referred to above is approximately the sum  
of (i) the product of 19,424,865 outstanding shares of Common Stock and $15.75, 
the cash price per share to be paid in the merger, plus (ii) cash consideration 
of up to $58,232,771 to be paid for options to purchase 7,373,662 shares of     
Common Stock being surrendered in connection with the merger, plus (iii) cash   
consideration up to $69,721,002 to be paid for the 4,545,778 shares of Common   
Stock into which the 6% convertible subordinated debentures may be converted    
prior to the merger.                                                            
**In accordance with Rule 0-11 under the Securities Exchange Act of 1934, as    
amended, the filing fee is determined by multiplying the transaction valuation  
by 1/50th of 1%.                                                                
[X]  Check the box if any part of the fee is offset as provided by (S)240.0-    
11(a)(2) and identify the filing with which the offsetting fee was    
 previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.           
Amount Previously Paid: $86,779                             
Form or Registration No.: 14A                               
Filing Party: Phoenix Investment Partners, Ltd.             
Date Filed: October 10, 2000                                
================================================================================

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INTRODUCTION

  This Rule 13e-3 Transaction Statement on Schedule 13E-3 ("Statement") is
being filed jointly by Phoenix Investment Partners, Ltd., a Delaware corporation
("PXP"), Phoenix Home Life Mutual Insurance Company, a New York mutual life     
insurance company ("Phoenix Home Life"), and PM Holdings, Inc., a Connecticut   
corporation ("PM Holdings"), in connection with the merger of a Delaware        
corporation to be formed by Phoenix Home Life with and into PXP, with PXP as the
surviving entity, pursuant to an Agreement and Plan of Merger, dated September  
10, 2000, among Phoenix Home Life, PM Holdings, a wholly-owned subsidiary of    
Phoenix Home Life, and PXP (the "Merger Agreement"). The independent directors  
committee of the board of directors of PXP unanimously recommended that the     
entire board of directors of PXP approve the merger agreement. PXP's board of   
directors, based on the recommendation of the independent directors committee,  
unanimously approved the merger agreement and recommended that it be submitted  
to PXP's stockholders for adoption. PXP's stockholders will be asked to vote    
upon and approve the Merger Agreement at a special meeting of the stockholders  
of PXP to be held on _______________, 2001.                                     

     This Statement is intended to satisfy the reporting requirements of Section
13(e) of the Securities Exchange Act of 1934, as amended. Concurrently with the 
filing of this Statement, PXP is filing a preliminary proxy statement relating  
to the solicitation of proxies for the special meeting (the "Proxy Statement"). 
The Proxy Statement is incorporated herein by reference. Except as otherwise set
forth below, the information set forth in the Proxy Statement, including all    
appendices thereto, is hereby expressly incorporated herein by reference in     
response to the items of this Statement, and the responses to each item in this 
Statement are qualified in their entirety by the information contained in the   
Proxy Statement and the appendices thereto. Capitalized terms used but not      
defined herein shall have the meanings ascribed to such terms in the Proxy      
Statement.                                                                      

ITEM 1.      SUMMARY TERM SHEET.                                                

The information set forth in the Proxy Statement under the captions   
"SUMMARY TERM SHEET" and "QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING" is   
incorporated herein by reference.                                               

ITEM 2.      SUBJECT COMPANY INFORMATION.                                       

    (a)     The information set forth on the cover page of the Proxy Statement
            and in the Proxy Statement under the caption "SUMMARY TERM SHEET -
The Companies" is incorporated herein by reference.   

    (b)     The information set forth in the Proxy Statement under the caption
           "INFORMATION CONCERNING THE SPECIAL MEETING - Record Date, Quorum
            Requirement, and Vote Required" and on the cover page of the Proxy
Statement is incorporated herein by reference.        

    (c)-(d) The information set forth in the Proxy Statement under the caption
 "COMMON STOCK MARKET PRICE AND DIVIDEND INFORMATION" is
incorporated herein by reference.                     

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    (e)     The information set forth in the Proxy Statement under the caption
       "SPECIAL FACTORS - Public Offerings and Repurchases of Common
Stock" is incorporated herein by reference.           

    (f)     The information set forth in the Proxy Statement under the caption
       "COMMON STOCK PURCHASE INFORMATION" is incorporated herein by
reference.                                            

ITEM 3.      IDENTITY AND BACKGROUND OF FILING PERSONS.                         

     (a)-(c) The information set forth in the Proxy Statement under the captions
            "SUMMARY TERM SHEET - The Companies", "CURRENT MANAGEMENT OF PXP",
            "PHOENIX ", "SPECIAL FACTORS - Interests of Certain Persons in the
           Merger; - Consequences of the Merger; - Principal Purposes of the
            Merger/Plans for Surviving Company After the Merger" and "SECURITY
   OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.                     

ITEM 4.      TERMS OF THE TRANSACTION.                                          

(a)     The information set forth in the Proxy Statement and under the
            captions "SUMMARY TERM SHEET", "INFORMATION CONCERNING THE SPECIAL
       MEETING -Record Date, Quorum Requirement, and Vote Required",
             "SPECIAL FACTORS" and "THE MERGER AGREEMENT" is incorporated herein
    by reference and Appendix A to the Proxy Statement is also
incorporated herein by reference.                     

     (c)     The information set forth in the Proxy Statement under the captions
             "SUMMARY TERM SHEET", "INFORMATION CONCERNING THE SPECIAL MEETING",
         "SPECIAL FACTORS - Interests of Certain Persons in the Merger",
             "THE MERGER AGREEMENT - The Merger; Time of Closing; - Treatment of
      Stock Options" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
           OWNERSHIP AND MANAGEMENT" is incorporated herein by reference and
          Appendix A to the Proxy Statement is also incorporated herein by
reference.                                            

    (d)     The information set forth in the Proxy Statement under the caption
             "APPRAISAL RIGHTS" is incorporated herein by reference and Appendix
            C to the Proxy Statement is also incorporated herein by reference.

    (e)     The information set forth in the Proxy Statement under the caption
         "WHERE YOU CAN FIND MORE INFORMATION" is incorporated herein by
reference.                                            

(f)     Not applicable.                                               

ITEM 5.      PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS AND AGREEMENTS.        

    (a)     The information set forth in the Proxy Statement under the caption
           "RELATED PARTY TRANSACTIONS" is incorporated herein by reference.

    (b)-(c) The information set forth in the Proxy Statement under the caption
             "SPECIAL FACTORS - Background of the Merger" is incorporated herein
by reference.                                         

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     (e)     The information set forth in the Proxy Statement under the captions
    "SUMMARY TERM SHEET - The Merger; - Vote Required/Security
            Ownership of Phoenix and PXP's Directors and Executive Officers; -
  Interests of Certain Persons in the Merger", "THE MERGER
          AGREEMENT", "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
             MANAGEMENT" and "RELATED PARTY TRANSACTIONS" is incorporated herein
    by reference and Appendix A to the Proxy Statement is also
incorporated herein by reference.                     

ITEM 6.      PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.                

     (b)     The information set forth in the Proxy Statement under the captions
           "SUMMARY TERM SHEET - Consequences of the Merger; and - Principal
             Purposes of the Merger" and "SPECIAL FACTORS; - Consequences of the
        Merger; - Principal Purposes of the Merger/Plans for Surviving
        Company After the Merger" is incorporated herein by reference.

(c)(1)-(8)   The information set forth in the Proxy Statement under the captions
           "SUMMARY TERM SHEET - Consequences of the Merger; and - Principal
          Purposes of the Merger", "SPECIAL FACTORS - Interests of Certain
          Persons in the Merger; - Consequences of the Merger; - Surviving
           Company After the Merger" and "PHOENIX" is incorporated herein by
reference.                                            

ITEM 7.      PURPOSES, ALTERNATIVES, REASONS AND EFFECTS.                       

     (a)-(d) The information set forth in the Proxy Statement under the captions
            "SUMMARY TERM SHEET - Consequences of the Merger; - Recommendation
   of the Independent Directors Committee and PXP's Board of
     Directors; - Principal Purposes of the Merger; -Independent
            Directors Committee Considerations; - Interests of Certain Persons
     in the Merger; - Material Federal Income Tax Consequences",
           "SPECIAL FACTORS - Background of the Merger; - Recommendations of
       the Independent Directors Committee and Board of Directors; -
       Benefits and Detriments of the Merger to PXP and PXP's Public
       Stockholders; - Interests of Certain Persons in the Merger; -
 Consequences of the Merger; - Principal Purposes of the
             Merger/Plans for Surviving Company After the Merger; - U.S. Federal
             Income Tax Consequences" and "THE MERGER AGREEMENT" is incorporated
herein by reference.                                  

ITEM 8.      FAIRNESS OF THE TRANSACTION.                                       

     (a)-(e) The information set forth in the Proxy Statement under the captions
          "SUMMARY TERM SHEET - Fairness Opinion of Salomon Smith Barney";
         Vote Required/Security Ownership of Phoenix and PXP's Directors
       and Executive Officers", "SPECIAL FACTORS - Background of the
          Merger; - Recommendations of the Independent Directors Committee
            and Board of Directors; - Opinion of the Financial Advisor for the
       Independent Directors Committee; - Position of Phoenix and PM
         Holdings as to Fairness of the Merger", "THE MERGER AGREEMENT",
       "SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA", "FINANCIAL
            PROJECTIONS", "COMMON STOCK MARKET PRICE AND DIVIDEND INFORMATION"
and "SECURITY OWNERSHIP OF                            

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             CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
 reference and Appendix B to the Proxy Statement is also
incorporated herein by reference.                     

(f)     Not applicable.                                               

ITEM 9.      REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.            

     (a)-(c) The information set forth in the Proxy Statement under the captions
             "SUMMARY TERM SHEET - Fairness Opinion of Salomon Smith Barney" and
           "SPECIAL FACTORS - Background of the Merger; - Recommendations of
       the Independent Directors Committee and Board of Directors; -
        Opinion of the Financial Advisor for the Independent Directors
     Committee; - Financial Analysis of the Financial Advisor to
           Phoenix; - Position of Phoenix and PM Holdings as to the Fairness
           of the Merger" is incorporated herein by reference and Appendix B
to the Proxy Statement is also incorporated herein by 
reference.                                            

ITEM 10.     SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.                

     (a)-(b) The information set forth in the Proxy Statement under the captions
             "SUMMARY TERM SHEET - The Merger; - Financing; Source of Funds" and
     "THE MERGER AGREEMENT" is incorporated herein by reference.

     (c)     The information set forth in the Proxy Statement under the captions
     "INFORMATION CONCERNING THE SPECIAL MEETING - Solicitation,
        Revocation and Use of Proxies" and "SPECIAL FACTORS - Fees and
Expenses" is incorporated herein by reference.        

     (d)     The information set forth in the Proxy Statement under the captions
        "SUMMARY TERM SHEET - Financing; Source of Funds" and "SPECIAL
        FACTORS -Financing; Source of Funds" is incorporated herein by
reference.                                            

ITEM 11.     INTEREST IN SECURITIES OF THE SUBJECT COMPANY.                     

     (a)     The information set forth in the Proxy Statement under the captions
            "SUMMARY TERM SHEET - Interests of Certain Persons in the Merger",
         "SPECIAL FACTORS - Interests of Certain Persons in the Merger",
          "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT"
           and "COMMON STOCK PURCHASE INFORMATION" is incorporated herein by
reference.                                            

    (b)     The information set forth in the Proxy Statement under the caption
      "COMMON STOCK PURCHASE INFORMATION - Recent Transactions" is
incorporated herein by reference.                     

ITEM 12.     THE SOLICITATION OR RECOMMENDATION.                                

     (d)     The information set forth in the Proxy Statement under the captions
         "QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING", "INFORMATION
       CONCERNING THE SPECIAL MEETING" and "THE MERGER AGREEMENT" is
incorporated herein by reference.                     

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     (e)     The information set forth in the Proxy Statement under the captions
           "SUMMARY TERM SHEET - Recommendation of the Independent Directors
          Committee and PXP's Board of Directors", "INFORMATION CONCERNING
            THE SPECIAL MEETING - Solicitation, Revocation and Use of Proxies"
            and "SPECIAL FACTORS - Background of the Merger; - Recommendations
          of the Independent Directors Committee and Board of Directors; -
           Position of Phoenix and PM Holdings as to Fairness of the Merger"
is incorporated herein by reference.                  

ITEM 13.     FINANCIAL STATEMENTS.                                              

     (a)     The information set forth in the Proxy Statement under the captions
           "SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA" is incorporated
herein by reference.                                  

(b)     Not applicable.                                               

ITEM 14.     PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.           

    (a)-(b) The information set forth in the Proxy Statement under the caption
     "INFORMATION CONCERNING THE SPECIAL MEETING - Solicitation,
             Revocation and Use of Proxies" is incorporated herein by reference.

ITEM 15.     ADDITIONAL INFORMATION.                                            

     (b)     The information set forth in the Proxy Statement under the captions
           "SUMMARY TERM SHEET - Stockholder Lawsuit Challenging the Merger"
            and "SPECIAL FACTORS - Stockholder Lawsuit Challenging the Merger"
is incorporated herein by reference.                  

ITEM 16.     EXHIBITS.                                                          

(a)     Preliminary Proxy Statement, including all appendices thereto 
    (incorporated herein by reference to the Preliminary Proxy
Statement filed concurrently with this Statement).    

(b)     None.                                                         

   (c)(1)  Fairness Opinion of Salomon Smith Barney dated September 10, 2000
      (incorporated herein by reference to Appendix B to the Proxy
Statement filed as Exhibit (a) to this Statement).    

     (c)(2)  Presentation to the Independent Directors Committee of the Board of
            Directors of PXP prepared and presented by Salomon Smith Barney in
        connection with its fairness opinion dated September 10, 2000.

(c)(3)  Preliminary presentation to the Independent Directors         
           Committee of the Board of Directors of PXP prepared and presented
by Salomon Smith Barney dated August 10, 2000.        

   (c)(4)  Valuation Materials prepared and presented by Morgan Stanley Dean
Witter dated July, 2000                               

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(d)     Agreement and Plan of Merger, dated September 10, 2000, among 
        Phoenix Home Life, PM Holdings and PXP (incorporated herein by
             reference to Appendix A to the Proxy Statement filed as Exhibit (a)
to this Statement).                                   

   (f)     Statement of Appraisal Rights and Procedures (incorporated herein
            by reference to Appendix C to the Proxy Statement filed as Exhibit
(a) to this Statement).                               

(g)     None.                                                         

SIGNATURE                                                                       

   After due inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct. 

                                           PHOENIX INVESTMENT PARTNERS, LTD.

                                      By: /s/ Philip R. McLoughlin
                                      Philip R. McLoughlin
                                         Chief Executive Officer

                                            PHOENIX HOME LIFE MUTUAL INSURANCE
                 COMPANY

                                     By: /s/ Robert W. Fiondella
                                     Robert W. Fiondella
                                         Chief Executive Officer

                           PM HOLDINGS, INC.

                                     By: /s/ Robert W. Fiondella
                                     Robert W. Fiondella
                                         Chief Executive Officer

Dated: _______________, 2000.                                                   

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EXHIBIT INDEX 

(a)    Preliminary Proxy Statement, including all appendices thereto      
         (incorporated herein by reference to the Preliminary Proxy Statement,
filed concurrently with this Statement).                    

(c)(1) Fairness Opinion of Salomon Smith Barney dated September 10, 2000  
          (incorporated herein by reference to Appendix B to the Proxy Statement
filed as Exhibit (a) to this Statement).                    

(c)(2) Presentation to the Independent Directors Committee of the Board of
      Directors of PXP prepared and presented by Salomon Smith Barney in
   connection with its fairness opinion dated September 10, 2000.*

   (c)(3) Preliminary presentation to the Independent Directors Committee of the
     Board of Directors of PXP prepared and presented by Salomon Smith
Barney dated August 10, 2000.*                              

(c)(4) Valuation Materials prepared and presented by Morgan Stanley Dean  
Witter dated July, 2000                                     

  (d)    Agreement and Plan of Merger, dated September 10, 2000, among Phoenix
       Home Life, PM Holdings and PXP (incorporated herein by reference to
  Appendix A to the Proxy Statement filed as Exhibit (a) to this
Statement).                                                 

 (f)    Statement of Appraisal Rights and Procedures (incorporated herein by
          reference to Appendix C to the Proxy Statement filed as Exhibit (a) to
this Statement).                                            

___________________                                                             
*  previously filed                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

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Filed on:		11/20/00							PRER14A
		10/10/00		1					PRE13E3,  PREM14A
		9/10/00		2		8
		8/10/00		6		8
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