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Southeastern Asset Management Announces AXA/MONY -NYSE: MNY- Merger Suffers Two Major Setbacks.


Business Editors

MEMPHIS Memphis, city, ancient Egypt
Memphis (mĕm`fĭs), ancient city of Egypt, capital of the Old Kingdom (c.3100–c.2258 B.C.), at the apex of the Nile delta and 12 mi (18 km) from Cairo.
, Tenn.--(BUSINESS WIRE)--Feb. 11, 2004

-- ISS ISS

See Institutional Shareholder Services (ISS).
 Recommends MONY MONY Mutual of New York (Insurance - Syracuse, NY)  Group Shareholders Vote Against 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
 Merger

-- Cites "Significant Conflict of Interest Between Management and

Shareholders"

-- Federal Court Rejects MONY's Efforts to Prevent Shareholders

From Receiving Duplicate Proxy Cards from Shareholders Opposed

to AXA Deal

Southeastern Asset Management, Inc. ("Southeastern"), investment advisor to Longleaf Partners Small-Cap Fund ("Longleaf"), said today that it is extremely pleased that Institutional Shareholder Services (ISS) has recommended that MONY Group (NYSE NYSE

See: New York Stock Exchange
: MNY MNY Microsoft Money (file extension)
MNY Manhattan New York
) shareholders vote AGAINST the proposed merger with AXA. ISS is widely recognized as the nation's leading independent proxy voting and corporate governance advisory firm. Its voting analyses and recommendations are relied upon by hundreds of major institutional investment firms, mutual funds and fiduciaries throughout the world. In recommending a vote against the merger, ISS concluded:

"We recommend shareholders vote against the merger. The primary reason is a transaction value on a price to book basis that is outside the boundary of reasonableness when compared to precedent transactions coupled with open market opportunities to sell above the offer price. In addition, the lack of an auction process to sell the company, rich goodbye package to management, and the company's historical underperformance to peers, creates a mosaic of management actions not serving shareholder interests." (emphasis added)

Also, ISS focused on the personal interests of MONY's management. ISS stated:

"The approximately $90 million in management payments for negotiating a deal that is the lowest price to book valuation in the nine years covered in the financial advisor report underscores the significant conflict of interest between management and shareholders." (emphasis added)

Further, ISS also concluded that "(t)he transaction represents a major disconnect between pay and performance."

Separately, Southeastern announced that, following a hearing on February 6, 2004, the Federal District Court for the Southern District of New York today denied MONY's request for a preliminary injunction which would have prevented Southeastern from furnishing a duplicate copy of MONY's proxy card to MONY shareholders. G. Staley Cates, President of Southeastern, said "It is unfortunate that MONY has commenced 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.
 against major institutional shareholders in an effort to limit the ability of MONY's own shareholders to change votes on the proposed merger. We believe that MONY shareholders should have a full and fair opportunity to cast their votes and to change their votes if they so choose. The Court's ruling is a major victory for MONY shareholders and corporate democracy."

Mr. Cates also stated: "If MONY's shareholders reject the proposed merger and, at the annual meeting later this Spring, shareholders approve Longleaf's proposal requesting that the Board consider replacing two senior officers, we would expect the Board to abide by To stand to; to adhere; to maintain.

See also: Abide
 the shareholders' wishes. If the MONY Board determines to replace the current CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. , it is our hope that the Board would give serious consideration to Bob Devlin, the former CEO of American General who has indicated his availability for the position."

ABOUT SOUTHEASTERN ASSET MANAGEMENT AND LONGLEAF PARTNERS

SMALL-CAP FUND

Southeastern Asset Management, Inc. is an investment management firm with over $25 billion in client 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.  at December 31, 2003, including approximately $12 billion in the three Longleaf Partners Funds: Longleaf Partners Fund, Longleaf Partners Small-Cap Fund, and Longleaf Partners International Fund. Southeastern was established in 1975, and the first of the Longleaf Partners Funds was launched in 1987.
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Publication:Business Wire
Geographic Code:1USA
Date:Feb 11, 2004
Words:554
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