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EX-10.1 - SETTLEMENT AGREEMENT DATED MAY 29, 2015 - PHOENIX COMPANIES INC/DEpnx_ex101a.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
———————
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 29, 2015
 
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:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 


 
 
 
 
 
Item 1.01 Entry into a Material Definitive Agreement
 
Cost of Insurance Cases
 
The Phoenix Companies, Inc. (“Phoenix”) previously announced in a Current Report on Form 8-K filed with the Securities Exchange Commission on May 1, 2015 (the “ May 1, 2015 Phoenix Form 8-K”) that Phoenix Life Insurance Company and PHL Variable Insurance Company, wholly-owned direct and indirect subsidiaries of Phoenix (together, the “Companies”), reached an agreement (the “Settlement”) as of April 30, 2015 with SPRR, LLC, Martin Fleisher, as trustee of the Michael Moss Irrevocable Life Insurance Trust II, and Jonathan Berck, as trustee of the John L. Loeb, Jr. Insurance Trust (the “Plaintiffs”), to resolve two previously disclosed class actions (the “Class Actions”) against the Companies relating to certain cost of insurance (“COI”) rate adjustments made in 2010 and 2011 with respect to certain policies issued by the Companies.

On May 29, 2015, the Companies executed an agreement with the Plaintiffs (the “Settlement Agreement”), which memorializes and formalizes the terms of the Settlement. The Settlement Agreement was filed with the United States District Court for the Southern District of New York.  The Settlement Agreement, the terms of which are described under Item 1.01 in the May 1, 2015 Phoenix Form 8-K, which description is incorporated herein by reference, remains subject to the approval of such court.

The foregoing is qualified in its entirety by reference to the Settlement Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference as if fully set forth herein.

Item 9.01 Financial Statements and Exhibits

(d)           Exhibit:
Exhibit 10.1- Settlement Agreement dated May 29, 2015
  
 
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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.
 
 
THE PHOENIX COMPANIES, INC.
 
       
Date:  June 2, 2015
By:
/s/ Bonnie J. Malley
 
   
Name:  
Bonnie J. Malley
 
   
Title:  
Executive Vice President and
Chief Financial Officer
 
       
 
 
 
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