Court Grants MONY Group Request For TRO Against Dissident Stockholders; Blocks Dissident Stockholders From Violating Proxy Rules.Business Editors NEW YORK--(BUSINESS WIRE)--Feb. 4, 2004 The MONY MONY Mutual of New York (Insurance - Syracuse, NY) Group Inc. (NYSE NYSE See: New York Stock Exchange : MNY MNY Microsoft Money (file extension) MNY Manhattan New York ) today announced that the United States District Court United States District Court In the U.S., any of the 94 trial courts of general jurisdiction in the federal judicial system. Each state, as well as the District of Columbia and the Commonwealth of Puerto Rico, has at least one federal district court. for the Southern District of New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of has granted MONY's motion for a temporary restraining order temporary restraining order: see injunction. against Highfields Capital Management LP, Longleaf Partners Small-Cap Fund and Southeastern Asset Management Inc., preventing them from violating the proxy rules. Specifically, the Court prohibited the dissident stockholders from mailing proxy voting Proxy voting is the delegation to another member of a voting body of that member's power to vote in his absence. It is essentially synonymous to delegated voting. Proxy voting is commonly used in corporations for voting by members or shareholders, because it allows members cards, including reproductions of MONY's proxy voting card, to MONY stockholders in connection with MONY's proposed merger with AXA AXA Anguilla, Anguilla (Airport Code) AXA Alpha Chi Alpha AXA Animal Crossing Ahead (online forum community/guide to the game Animal Crossing) AXA Auxiliary Artery Financial. A hearing on the temporary restraining order is scheduled for Friday, February 6, 2004. The company also announced that it is seeking a preliminary injunction A temporary order made by a court at the request of one party that prevents the other party from pursuing a particular course of conduct until the conclusion of a trial on the merits. A preliminary injunction is regarded as extraordinary relief. in connection with this matter. The company issued the following statement regarding the Court's decision:
"We are very pleased with the Court's decision to grant a
temporary restraining order against Highfields, Southeastern
and Longleaf, who were attempting to solicit proxies from our
stockholders in violation of federal securities laws. Although
these dissidents attempted to justify their failure to file a
proxy statement with the Securities and Exchange Commission on
the grounds that their communication is an 'exempt
solicitation,' we believe that they were intentionally
attempting to circumvent proxy solicitation rules by providing
a form of proxy without a proxy statement.
On February 24th, MONY stockholders will vote on the proposed
merger with AXA Financial, a decision that will impact every
stockholder's investment in the company. As required by
federal law, we submitted our proxy materials, which fully
explain the benefits, risks and underlying assumptions for the
transaction to our stockholders, for prior review by the SEC.
We believe that the dissidents are legally obligated to follow
the same process to ensure that MONY stockholders are provided
with full and accurate information before making such an
important decision. It is apparent that the dissidents'
actions are a deliberate attempt to confuse and mislead
stockholders of MONY into voting against the merger proposal
without disclosing the material risks of doing so, and without
disclosing material facts about the dissidents.
We continue to believe that AXA Financial's $31.00 cash offer
represents the best alternative for MONY stockholders. We look
forward to continuing to meet with stockholders on an
individual basis over the next few weeks to discuss the
benefits of our proposed merger with AXA Financial."
About The MONY Group The MONY Group Inc. (NYSE: MNY), with over $55 billion in assets under management Assets Under Management (AUM) is a term used by financial services companies in the mutual fund and money management or investment management business to gauge how much money they are managing. and administration, is a financial services The examples and perspective in this article or section may not represent a worldwide view of the subject. Please [ improve this article] or discuss the issue on the talk page. firm that manages a portfolio of member companies. These companies include MONY Life Insurance Company, The Advest Group, Inc., Enterprise Capital Management Inc., Matrix Capital Markets Group, Inc., Lebenthal, a division of Advest, Inc., and U.S. Financial Life Insurance Company. These companies manufacture and distribute protection, asset accumulation and retail brokerage products and services to individuals, corporations and institutions through advisory and wholesale distribution channels. Additional Company information is available at www.mony.com. Important Legal Information MONY has filed a definitive proxy statement Proxy Statement A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting. and MONY intends to file other documents regarding the proposed acquisition of MONY by AXA Financial with the Securities and Exchange Commission (the "SEC"). Before making any voting or investment decisions, investors and security holders of MONY are urged to read the proxy statement regarding the acquisition, carefully in its entirety, because it contains important information about the proposed transaction. A definitive proxy statement has been sent to the stockholders of MONY seeking their approval of the transaction. Investors and security holders may obtain free copies of the definitive proxy statement, and other documents filed with, or furnished to, the SEC by AXA Financial and MONY at the SEC's website at www.sec.gov. The definitive proxy statement and other documents may also be obtained for free from MONY and AXA Financial by writing to Shareholder Services, MONY, 1740 Broadway, New York, NY 10019; Attn. John MacLane (jmaclane@mony.com), or to AXA Financial, 1290 Avenue of the Americas, New York, NY 10104, Attn. Robert Walsh Robert Walsh (1785 - 7 February 1859) was a publicist and diplomat. He was born in Baltimore, Maryland. He was one of the first students entered at Georgetown College, graduated in 1801 and began his law course. (Robert.Walsh@axa-financial.com). Forward-looking Statements The foregoing contains forward-looking statements concerning MONY's operations, economic performance, prospects and financial condition. Forward-looking statements include statements expressing management's expectations, beliefs, estimates, forecasts, projections and assumptions and include all statements concerning MONY's operations, economic performance, prospects and financial condition for 2004 and following years. MONY claims the protection afforded by the safe harbor Safe Harbor 1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated. 2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive. for forward-looking statements as set forth in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and of 1995. Forward-looking statements are subject to many risks and uncertainties. Actual results could differ materially from those anticipated by forward-looking statements due to a number of important factors including the following: satisfaction of the closing conditions set forth in the merger agreement among MONY, AXA Financial, Inc., and AIMA AIMA Alternative Investment Management Association AIMA All India Management Association AIMA Artificial Intelligence: A Modern Approach (textbook) AIMA Associazione Italiana Malattia di Alzheimer Acquisition Co., including approval of MONY's stockholders and regulatory approvals; a significant delay in the expected completion of the contemplated merger; MONY could experience losses, including venture capital losses; MONY could be subjected to further downgrades by rating agencies of our senior debt ratings and the claims-paying and financial-strength ratings of our insurance subsidiaries; MONY could be required to take a goodwill impairment charge relating to its investment in Advest if the market deteriorates; MONY could have to accelerate amortization of deferred policy acquisition costs if market conditions deteriorate; MONY could be required to recognize in its earnings "other than temporary impairment" charges on its investments in fixed maturity and equity securities held by it; MONY could have to write off investments in certain securities if the issuers' financial condition deteriorates; recent improvements in the equities markets may not be sustained into the future; actual death-claim experience could differ from MONY's mortality assumptions; MONY could have liability from as-yet-unknown litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. and claims; larger settlements or judgments than we anticipate could result in pending cases due to unforeseen developments; and changes in laws, including tax laws, could affect the demand for MONY's products. MONY does not undertake to update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. |
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