UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 6, 2014
PHL VARIABLE INSURANCE COMPANY
(Exact name of registrant as specified in its charter)
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Connecticut
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333-20277
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06-1045829
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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One American Row, Hartford, CT
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06102-5056
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01.
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Other Events.
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The Phoenix Companies, Inc. (“Phoenix”) today announced that PHL Variable Insurance Company (“PHL Variable”), its indirect subsidiary, has completed its filing obligations relating to its 2012 audited and unaudited financial statements.
PHL Variable filed with the Securities and Exchange Commission (the “SEC”) its Annual Report on Form 10-K for the year ended December 31, 2012 containing the audited annual financial statements prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) for the year ended December 31, 2012 for PHL Variable on April 25, 2014 and its Quarterly Report on Form 10-Q for the period ended September 30, 2012 with the SEC on April 30, 2014.
PHL Variable, which is domiciled in the State of Connecticut, filed its annual audited financial statements prepared in accordance with the Statement of Statutory Accounting Principles (“STAT”) for the year ended December 31, 2012 (“2012 Audited STAT Financial Statements”) with its applicable state insurance regulators on May 1, 2014. PHL Variable had been unable to timely file its 2012 Audited STAT Financial Statements as a result of the PHL Variable and Phoenix GAAP restatements. PHL Variable had received an extension until May 1, 2014 from the Connecticut Insurance Department, its domiciliary insurance regulator, for filing its 2012 Audited STAT Financial Statements.
The 2012 Audited STAT Financial Statements did not materially differ from PHL Variable’s previously filed annual unaudited STAT financial statements for the year ended December 31, 2012.
PHL Variable completed its Separate Accounts’ 2013 GAAP audited annual financial statements on a timely basis, which Separate Accounts are registered as investment companies under the Investment Company Act of 1940.
Cautionary Statement Regarding Forward-Looking Statements
The foregoing contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We intend for these forward-looking statements to be covered by the safe harbor provisions of the federal securities laws relating to forward-looking statements. These forward-looking statements include statements relating to, or representing management’s beliefs about, future events, transactions, strategies, operations and financial results, including, without limitation, our expectation to provide information within anticipated timeframes and in accordance with the administrative order entered by the SEC with respect to Phoenix and PHL Variable (the “Order”) and otherwise in accordance with law, the outcome of litigation and claims as well as regulatory examinations, investigations, proceedings and orders arising out of the restatement and the failure by Phoenix and PHL Variable to file SEC reports on a timely basis, potential penalties that may result from failure to timely file statutory financial statements with state insurance regulators and failure to comply with the Order. Such forward-looking statements often contain words such as “will,” “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “is targeting,” “may,” “should” and other similar words or expressions. Forward-looking statements are made based upon management’s current expectations and beliefs and are not guarantees of future performance. Our ability to resume a timely filing schedule with respect to our SEC filings is subject to a number of contingencies, including but not limited to, whether existing systems and processes can be timely updated, supplemented or replaced, and whether additional filings may be necessary in connection with the restatement. Our actual business, financial condition or results of operations may differ materially from those suggested by forward-looking statements as a result of risks and uncertainties which include, among others, those risks and uncertainties described in any of our other filings with the SEC. Certain other factors which may impact our business, financial condition or results of operations or which may cause actual results to differ from such forward-looking statements are discussed or included in our reports filed with the SEC and are available on our website at www.phoenixwm.com under “Investor Relations”. You are urged to carefully consider all such factors. We do not undertake or plan to update or revise forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections, or other circumstances occurring after the date of this Form 8-K, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. If we make any future public statements or disclosures which modify or impact any of the forward-looking statements contained in or accompanying this Form 8-K, such statements or disclosures will be deemed to modify or supersede such statements in this Form 8-K.
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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.
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PHL VARIABLE INSURANCE COMPANY
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Date: May 6, 2014
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By:
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/s/ Bonnie J. Malley
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Name:
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Bonnie J. Malley
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Title:
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Executive Vice President
and Chief Financial Officer
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