UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE MONY GROUP INC.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
615337 10 2
(CUSIP Number)
Jeffrey A. Ruiz
Deutsche Bank AG
c/o Deutsche Bank Securities Inc.
60 Wall Street
New York, NY 10005
(212) 250-3667
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 20, 2004
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. |_|
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See ss.240.13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 615337 10 2 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deutsche Bank AG
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Germany
7 SOLE VOTING POWER
See Item 5.
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON See Item 5.
WITH
9 SOLE DISPOSITIVE POWER
See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
14 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP No. 615337 10 2 13D
--------------------------------------------------------------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Deutsche Bank Securities Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
See Item 5.
NUMBER OF SHARES
BENEFICIALLY OWNED BY 8 SHARED VOTING POWER
EACH REPORTING
PERSON See Item 5.
WITH
9 SOLE DISPOSITIVE POWER
See Item 5.
10 SHARED DISPOSITIVE POWER
See Item 5.
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
See Item 5.
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
See Item 5.
14 TYPE OF REPORTING PERSON*
BD
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This Statement on Schedule 13D (the "Statement") relates to the Common
Stock, $0.01 par value (the "Shares"), of the MONY Group, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 1740 Broadway New York, New York 10019.
Item 2. Identity and Background.
This Statement is being filed by Deutsche Bank Securities Inc. ("DBSI")
and Deutsche Bank AG ("Deutsche Bank", together with DBSI, the "Reporting
Persons" and each, a "Reporting Person"). A joint filing agreement has been
filed as Exhibit 1 to this Statement pursuant to Rule 13d-1(k) promulgated under
the Securities Exchange Act of 1934, as amended (the "Exchange Act").
DBSI is a corporation organized under the laws of Delaware, and is a
wholly-owned subsidiary of DB US Financial Markets Holding Corporation
("DBUSFM"). DBUSFM is a wholly-owned subsidiary of Deutsche Bank Americas
Holding Corporation, a wholly-owned subsidiary of Taunus Corporation, which in
turn is a wholly-owned subsidiary of Deutsche Bank. Deutsche Bank is organized
under the laws of the Federal Republic of Germany. The securities acquired by
Deutsche Bank covered by this Statement were acquired through the London Branch
of Deutsche Bank, which is licensed by the United Kingdom banking authority.
The address of the principal place of business of Deutsche Bank is
Taunusanlage 12, 60325 Frankfurt, Federal Republic of Germany. The address of
the principal office of DBSI is 60 Wall Street, New York, New York 10005.
The principal business of Deutsche Bank is the provision of financial
and related services. Deutsche Bank is the largest private banking institution
in the Federal Republic of Germany and is the parent company of a group
consisting of banks, capital market and fund management companies, mortgage
banks and property finance companies, installment financing and leasing
companies, insurance companies, research and consultancy companies and other
companies. DBSI is registered with the Securities and Exchange Commission as a
broker-dealer and is a member of the National Association of Securities Dealers,
Securities Investor Protection Corporation, New York Stock Exchange and a number
of other securities self-regulatory organizations. In addition, DBSI is
registered with the Commodity Futures Trading Commission as a futures commission
merchant and is a member of the National Futures Association, Chicago Mercantile
Exchange and several other futures self-regulatory organizations. DBSI is
headquartered in New York City and offers a full range of broker-dealer
services, including sales and trading expertise in equity and fixed income
securities, derivatives and structured products, portfolio trading, prime
brokerage services, and research. DBSI also assists investment banking clients
with public and private offerings in the equity and debt capital markets, and
provides advisory services in strategic areas such as mergers, acquisitions, and
corporate restructurings.
In addition, in accordance with Securities and Exchange Commission
Release No. 34-39538 (January 12, 1998), this Statement reflects the securities
beneficially owned by the Corporate and Investment Banking business group and
the Corporate Investments business group (collectively, "CIB") of Deutsche Bank
and its subsidiaries and affiliates. This filing does not reflect securities, if
any, beneficially owned by any other business group of Deutsche Bank. Consistent
with Rule 13d-4 under the Exchange Act, this filing shall not be construed as an
admission that CIB is, for purposes of Section 13(d) under the Exchange Act, the
beneficial owner of any securities covered by the filing. Furthermore, CIB
disclaims beneficial ownership of the securities beneficially owned by (i) any
client accounts with respect to which CIB or its employees have voting or
investment discretion, or both, and (ii) certain investment entities, of which
CIB is the general partner, managing general partner, or other manager, to the
extent interests in such entities are held by persons other than CIB.
Set forth on Schedules A-1 and A-2 to this Statement, and incorporated
herein by reference, are lists of the executive officers and directors of the
Reporting Persons that contain the following information with respect to each
such person: (i) name; (ii) business address; (iii) present principal occupation
or employment and the name and business address of each corporation or
organization in which each such employment is conducted; and (iv) citizenship.
During the last five years, none of the Reporting Persons and, to the
best knowledge of the Reporting Persons, none of the persons named on Schedules
A-1 and A-2 to this Statement has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation
with respect to such laws.
Item 3. Source and Amount of Funds.
As of February 20, 2004, Deutsche Bank directly held 2,793,492 Shares.
The aggregate consideration (exclusive of commissions) paid by Deutsche Bank for
the acquisition of the Shares was $75,883,367.50. As of February 20, 2004, DBSI
directly held 14,424 Shares and 6,700 options, which options were at the time
immediately exercisable into 100 Shares each (each such option to acquire 100
Shares, an "Option"). The aggregate consideration (exclusive of commissions)
paid by DBSI for the Shares was $460,991.04 and for the Options was $9,835.00.
The funds used by the Reporting Persons to make these acquisitions, and
the acquisitions described in Schedule B to this Statement, came from working
capital.
Item 4. Purpose of the Transaction.
Deutsche Bank acquired 1,193,492 Shares in the ordinary course as part
of its proprietary trading activities or on behalf of managed accounts and
1,600,000 Shares as part of risk arbitrage trading strategies in connection with
the proposed merger by AXA Financial, Inc., AIMA Acquisition Co. and the
Company, providing for the acquisition of the Company by AXA Financial, Inc.
(the "Acquisition"). DBSI acquired all of its Shares and 1,700 Options in the
ordinary course as part of its proprietary trading activities and 5,000 Options
as part of risk arbitage trading strategies in connection with the Acquisition.
A shareholder meeting for holders of the Shares has been announced for May 18,
2004 to vote on the proposed merger (the "Shareholder Meeting").
Each of the Reporting Persons intends to optimize the value of its
investments and, therefore, will review from time to time the Company's business
affairs and financial position. Based on such evaluation and review, as well as
general economic and industry conditions existing at the time, each of the
Reporting Persons may consider from time to time various alternative courses of
action. Such actions may include the acquisition of additional Shares or other
securities through open market purchases, privately negotiated transactions or
otherwise. Alternatively, such actions may involve the sale of all or a portion
of the Shares or other securities in the open market, in privately negotiated
transactions or otherwise. Such actions may also involve voting any Shares at
the Shareholder Meeting.
Except as set forth in this Item 4, the Reporting Persons have no
present plans or proposals that relate to, or would result in, any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the
Exchange Act.
Item 5. Interest in Securities of the Issuer.
(a-b) On each of February 20, 2004 and May 6, 2004, each of the
Reporting Persons directly and beneficially owned the number of Shares
(including through the ownership of Options) and the percentage of the Shares
outstanding in the table below:
-------------------------------------- -- ------------------------------------
As of February 20, 2004: As of May 6, 2004:
Shares* Percentage** Shares Percentage**
-------------- ----------------- -------------------- --------------- --------------------
Deutsche Bank 2,793,492 5.5% 3,833,164 7.6%
-------------- ----------------- -------------------- --------------- --------------------
DBSI 684,424 1.4% 571,944 1.1%
-------------- ----------------- -------------------- --------------- --------------------
* The number of shares beneficially owned by DBSI as of February 20,
2004 consists of 14,424 Shares and 670,000 Shares underlying 6,700 Options.
** The percentage of the Shares outstanding as of February 20, 2004, is
based upon the number of Shares outstanding on January 2, 2004 and the
percentage of the Shares outstanding as of May 6, 2004, is based upon the number
of Shares outstanding on March 8, 2004.
Deutsche Bank, as the parent of DBSI, may be deemed to share voting and
dispositive power with respect to the Shares beneficially owned by DBSI.
Accordingly, as of February 20, 2004, Deutsche Bank may be deemed to have
beneficially owned an aggregate of 3,477,916 Shares, representing 6.9% of the
outstanding Shares, and as of May 6, 2004, Deutsche Bank may be deemed to
beneficially own an aggregate of 4,405,108 Shares, representing 8.8% of the
outstanding Shares.
To the best knowledge of the Reporting Person, and except as described
in this Statement, neither the Reporting Persons nor any of the persons listed
on Schedules A1 and A2 to this Statement beneficially own any securities of the
Company.
(c) Schedule B to this Statement, which is incorporated herein by
reference, sets forth the transactions in the Shares effected by each of the
Reporting Persons during the period from December 22, 2003 through May 6, 2004.
To the best knowledge of the Reporting Persons, and except as described in
Schedule B to this Statement, neither the Reporting Persons nor any Person named
in Schedules A-1 and A-2 to this Statement has effected any transaction in the
Shares since December 22, 2003. The transactions set forth in Schedule B to this
Statement were effected on the New York Stock Exchange and/or the
OTC market.
(d) No other person is known by the Reporting Persons to have the right
to receive or power to direct the receipt of dividends from, or the proceeds
from the sale of, the Shares beneficially owned by the Reporting Persons.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be filed as Exhibits.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated: May 7, 2004
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
-----------------------
Name: Jeffrey A. Ruiz
Title: Vice President
DEUTSCHE BANK SECURITIES INC.
By: /s/ John Rioux
-----------------------
Name: John Rioux
Title: Managing Director
By: /s/ Christopher J. Mahon
-----------------------
Name: Christopher J. Mahon
Title: Managing Director
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D, dated
May 7, 2004, with respect to the common stock, par value $.01 per share, of the
MONY Group Inc. (the "Statement") is, and any amendments thereto executed by
each of us shall be, filed on behalf of each of us pursuant to and in accordance
with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of
1934, as amended, and that this Agreement shall be included as an Exhibit to the
Statement. Each of the undersigned agrees to be responsible for the timely
filing of the Schedule 13D and any amendments thereto, and for the completeness
and accuracy of the information concerning itself contained therein. This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the 7th day of May, 2004.
DEUTSCHE BANK AG
By: /s/ Jeffrey A. Ruiz
------------------------------
Name: Jeffrey A. Ruiz
Title: Vice President
DEUTSCHE BANK SECURITIES INC.
By: /s/ John Rioux
------------------------------
Name: John Rioux
Title: Managing Director
By: /s/ Christopher J. Mahon
------------------------------
Name: Christopher J. Mahon
Title: Managing Director
SCHEDULE A-1
EXECUTIVE OFFICERS OF DEUTSCHE BANK AG
The following sets forth the name, business address, present principal
occupation and citizenship of each executive officer of Deutsche Bank. The
business address of Deutsche Bank is Taunusanlage 12, 60325 Frankfurt, Federal
Republic of Germany.
Name Business Address Title Citizenship
-------------------------- ------------------------- -------------------------------------- ----------------
Dr. Josef Ackermann Deutsche Bank AG Chairman of the Group Executive Swiss
Taunusanlage 12 Committee and Member of the Board of
60325 Frankfurt Managing Directors, Deutsche Bank AG
The Federal Republic of
Germany
Dr. Tessen von Heydebreck Deutsche Bank AG Member of the Board of Managing German
Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of
Germany
Dr. Hermann-Josef Lamberti Deutsche Bank AG Member of the Board of Managing German
Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of
Germany
Dr. Clemens Borsig Deutsche Bank AG Member of the Board of Managing German
Taunusanlage 12 Directors, Deutsche Bank AG
60325 Frankfurt
The Federal Republic of
Germany
SCHEDULE A-2
EXECUTIVE OFFICERS AND DIRECTORS OF DEUTSCHE BANK SECURITIES INC.
The following sets forth the name, business address, present principal
occupation and citizenship of each director and executive officer of DBSI. The
business address of DBSI is 60 Wall Street, New York, New York 10005.
Name Business Address Title Citizenship
------------------------ --------------------- ------------------------------- -----------
Michael Colon 280 Park Avenue, New Business Management and Chief United
York, NY 10017 Operating Officer, Deutsche Bank States
Securities, Inc.
Marc Pfeffer 60 Wall Street Global Co-head of United
New York, NY 10005 Collateralization, Deutsche Bank States
Securities, Inc.
Charles von Arentschildt 60 Wall Street President and Chief Executive United
New York, NY 10005 Officer, Deutsche Bank Securities, States
Inc.
Seth H. Waugh 60 Wall Street Chairman, Deutsche Bank Securities, United
New York, NY 10005 Inc. States
Richard W. Ferguson 60 Wall Street Managing Director and Treasurer, United
New York, NY 10005 Deutsche Bank Securities, Inc. States
Michael Kiernan 1251 Avenue of the Managing Director and Chief United
Americas, New York, NY Operations Officer, Deutsche Bank States
10020 Securities, Inc.
Christopher J. Mahon 60 Wall Street Managing Director and Co-Chief United
New York, NY 10005 Compliance Officer, Deutsche Bank States
Securities, Inc.
John J. Rioux 60 Wall Street Managing Director and Co-Chief United
New York, NY 10005 Compliance Officer, Deutsche Bank States
Securities, Inc.
Robert M. Broughton 60 Wall Street Director and Chief Financial United
New York, NY 10005 Officer, Deutsche Bank Securities, States
Inc.
Greg Eickbush 60 Wall Street Director and Chief Operating United
New York, NY 10005 Officer, Deutsche Bank Securities, States
Inc.
Schedule B
DEUTSCHE BANK AG
Number of
Date Buy/Sell Shares Price Per Share
------------- ------------ ---------- -----------------
29-Dec-03 Buy 100 31.66
29-Dec-03 Buy 500 31.7
29-Dec-03 Buy 900 31.65
30-Dec-03 Buy 200 31.68
30-Dec-03 Buy 100 31.67
31-Dec-03 Buy 500 31.31
31-Dec-03 Buy 500 31.34
31-Dec-03 Buy 500 31.33
31-Dec-03 Buy 300 31.45
12-Jan-04 Buy 100 31.35
12-Jan-04 Buy 300 31.36
12-Jan-04 Buy 300 31.38
12-Jan-04 Buy 400 31.33
12-Jan-04 Buy 700 31.34
13-Jan-04 Buy 700 31.36
13-Jan-04 Buy 300 31.4
13-Jan-04 Buy 300 31.41
13-Jan-04 Buy 300 31.32
14-Jan-04 Buy 1200 31.41
14-Jan-04 Buy 500 31.45
14-Jan-04 Buy 500 31.43
14-Jan-04 Sell 1900 31.5
23-Jan-04 Sell 17710 31.66
23-Jan-04 Buy 17710 31.66
19-Feb-04 Buy 1200000 31.376
19-Feb-04 Buy 400000 31.166
20-Feb-04 Buy 240000 31.108
20-Feb-04 Buy 4658 31.41
23-Feb-04 Buy 240000 31.108
3-Mar-04 Buy 4194 31.59
9-Mar-04 Buy 450000 30
16-Mar-04 Buy 15000 31.639
20-Apr-04 Buy 2489 30.97
3-May-04 Buy 1818 30.95
3-May-04 Buy 6882 30.95
6-May-04 Buy 5099 30.96
DEUTSCHE BANK SECURITIES INC.
Number of
Date Buy/Sell Shares Price Per Share
------------- ------------ ---------- -----------------
7-Jan-04 Buy 600 31.25
7-Jan-04 Buy 6600 31.24
7-Jan-04 Buy 6000 31.25
9-Jan-04 Buy 200 31.34
9-Jan-04 Buy 200 31.39
9-Jan-04 Buy 13300 31.35
9-Jan-04 Buy 36300 31.4
14-Jan-04 Sell 50000 31.42
15-Jan-04 Sell 25000 31.49
15-Jan-04 Sell 5000 30
16-Jan-04 Sell 240000 30
16-Jan-04 Sell 156800 30
23-Jan-04 Buy 3200 31.77
28-Jan-04 Buy 5000 31.6
2-Feb-04 Sell 15000 31.66
3-Feb-04 Sell 400 31.71
3-Feb-04 Sell 800 31.7
3-Feb-04 Sell 13800 31.66
20-Feb-04 Buy 250000 30
20-Feb-04 Sell 3200 30
19-Mar-04 Buy 250000 30
19-Mar-04 Buy 170000 30
16-Apr-04 Buy 100000 30