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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 11-K
Annual Report
Pursuant to Section 15(d) of the
Securities Exchange Act of 1934
(Mark One):
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]
For the fiscal year ended December 31, 2003
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from _____________ to ______________
Commission file number: 1-14603
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
The Advest Thrift Plan
B. Name of the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
THE MONY GROUP INC.
1740 Broadway
New York, New York 10019
THE ADVEST THRIFT PLAN
Financial Statements and
Supplemental Schedule
December 31, 2003
The Advest Thrift Plan
Financial Statements and
Supplemental Schedule
December 31, 2003
Index
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Page
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Report of Independent Registered Public Accounting Firm 1
Financial Statements:
Statements of Net Assets Available for Benefits as of
December 31, 2003 and 2002 2
Statement of Changes in Net Assets Available for Benefits
for the year ended December 31, 2003 3
Notes to Financial Statements 4-8
Supplemental Schedule *:
Schedule I - Schedule of Assets (Held at end of year) 9
* Other supplemental schedules required by Section 2520-103.10 of the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974 ("ERISA") have been omitted because they
are not applicable.
Report of Independent Registered Public Accounting Firm
To the Participants and Administrative Committee of
The Advest Thrift Plan
In our opinion, the accompanying statements of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of The Advest Thrift Plan (the "Plan") at December 31, 2003 and 2002, and the
changes in net assets available for benefits for the year ended December 31,
2003 in conformity with accounting principles generally accepted in the United
States of America. These financial statements are the responsibility of the
Plan's management. Our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets (held
at end of year) is presented for the purpose of additional analysis and is not a
required part of the basic financial statements but is supplementary information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. This
supplemental schedule is the responsibility of the Plan's management. This
supplemental schedule has been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
/s/ PricewaterhouseCoopers LLP
New York, New York
July 12, 2004
The Advest Thrift Plan
Statements of Net Assets Available for Benefits
December 31,
---------------------------
2003 2002
------------ ------------
Investments, at fair value: (see Note 4)
Participant-directed $155,076,531 $121,040,901
Participant loans 3,120,714 3,746,694
------------ ------------
Net assets available for benefits $158,197,245 $124,787,595
============ ============
The accompanying notes are an integral part of these financial statements.
2
The Advest Thrift Plan
Statement of Changes in Net Assets Available for Benefits
Year Ended
December 31, 2003
-----------------
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments
(see Note 2) $ 24,215,888
Interest 352,716
Dividends 1,715,156
------------
26,283,760
------------
Contributions:
Participants 9,852,110
Employer, net of forfeitures 4,463,894
------------
14,316,004
------------
Total additions to plan assets 40,599,764
------------
Deductions from net assets attributed to:
Benefits paid to participants (7,149,048)
Plan expenses (41,066)
------------
Total deductions from plan assets (7,190,114)
------------
Net increase in net assets available for benefits 33,409,650
Net assets available for benefits:
Beginning of year 124,787,595
------------
End of year $158,197,245
============
The accompanying notes are an integral part of these financial statements.
3
The Advest Thrift Plan
Notes to Financial Statements
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1. Plan Description
General
The following description of The Advest Thrift Plan (the "Plan") provides only
general information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
The Plan is a defined contribution plan established October 1, 1988 by The
Advest Group, Inc. to provide retirement benefits to qualified participants. The
Plan was most recently amended May 28, 2003, retroactively effective November 1,
2002.
On January 31, 2001, The Advest Group, Inc. was acquired by The MONY Group Inc.
("MONY"). As used in these Notes, unless the context otherwise requires, the
"Company" refers to The Advest Group, Inc. as it existed prior to the merger and
to the successor entity subsequent to the merger. The Plan is administered by an
Administrative Committee (the "Committee") appointed by the Company's Board of
Directors and is subject to the provisions of the Employee Retirement Income
Security Act of 1974 ("ERISA").
The Plan covers all employees of the Company and its affiliates that are
scheduled to work at least 20 hours per week and who are not classified as
"temporary employees" as defined in the Plan agreement. These employees become
eligible to participate as of the first day of the month following their
employment. These employees become eligible to receive employer contributions
after one year of service. Employees that are scheduled to work less than 20
hours per week or who are classified as "temporary employees" as defined in the
Plan agreement will participate and receive employer contributions only after
they have completed 1000 hours of service during their initial twelve months of
employment or during any subsequent calendar year.
Contributions
The Plan provides for both employer and voluntary employee contributions.
Participants may contribute to the Plan an amount of not more than 25 percent of
their annual compensation, to a maximum of $12,000 in the aggregate for 2003, on
a pre-tax basis. Participants age 50 or older are also permitted to make
additional "catch-up" contributions as allowed by the IRS code. Participants
direct the investment of their contributions into various investment options
offered by the Plan. Participant contributions are recorded in the period during
which the Company makes payroll deductions from the participant's earnings.
Employer contribution percentages are determined by the Company's Board of
Directors and are subject to the guidelines set forth in the Plan. Employer
contributions to participants' accounts are allocated among participants in
accordance with one of several formulas (based generally on each participant's
compensation level and/or voluntary contribution) contained in the Plan.
Employer contributions, if any, are recorded monthly. For the plan year ended
December 31, 2003, the Company made a discretionary contribution of one and
one-half percent of each participant's eligible income, and matched employee
contributions dollar for dollar up to two percent of each participant's eligible
income up to the Internal Revenue Service ("IRS") maximum eligible income limit.
The Company's total contribution for the plan year ended December 31, 2003 was
$4,463,894, which is net of forfeitures of $207,000.
4
The Advest Thrift Plan
Notes to Financial Statements (Continued)
Investment Options
The Plan permits participating employees to direct the investment of funds in
their accounts among various investment options. During 2003, the Plan offered
various mutual funds and common stock of MONY ("Parent Stock") as investment
options for participants. In addition, effective January 1, 2003, a
self-directed brokerage account was added as an investment option. With this
option, the participant can choose from a wide range of individual equities,
selected fixed income vehicles and additional mutual fund choices as described
in the Plan. Participants may change their investment options monthly, or more
frequently as permitted by the Plan Administrator. Participants may change their
investments in the Investments in the Parent's Stock on a daily basis.
Investment securities are exposed to various risks, such as interest rate,
market and credit risks. Due to the level of risk associated with certain
investment securities, it is at least reasonably possible that changes in the
values of investment securities will occur in the near term and that such
changes could materially affect participants' account balances and the amounts
reported in the Statements of Net Assets Available for Plan Benefits.
Loans to Participants
The Plan allows participants to borrow from their 401(k) accounts subject to
approval by the Committee. Each loan for a participant must satisfy the
following conditions: (1) together with other outstanding loans, it cannot
exceed $50,000, reduced by the amount by which the participant's highest loan
balance over the past 12 months exceeds the participant's current loan balance;
(2) together with other outstanding loans, it cannot exceed 50 percent of the
participant's vested Plan account value; (3) it must be for at least $500; and
(4) no more than two loans may be outstanding for any participant at any time.
Loans must be repaid by the participants within five years unless used for the
purchase of a primary residence. Interest is charged at the prime rate according
to the Wall Street Journal at the date of loan (4.0% to 10.50% on outstanding
loan balances as of December 31, 2003). Accrued interest is reflected in the
participant loan balance.
Allocation of Investment Income (Loss)
Each participant's Plan account is credited with investment income or loss based
upon the performance of the respective participant-directed investments.
Allocation of Forfeitures
Forfeitures of the Company's contributions to Plan accounts by participants that
terminate employment prior to being fully vested are used to reduce the
Company's total contribution to the Plan. The balance in the forfeiture account
at December 31, 2003 was $9,962.
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's match and discretionary contribution portion
of their accounts plus actual earnings thereon is based on years of continuous
service. A participant becomes 25 percent vested after two years of service, as
defined, and in increments of 25 percent per year of service thereafter, and
will be 100 percent vested after five years of service. However, if an active
participant dies prior to attaining the normal retirement age, attains age 65,
or becomes disabled, the participant's account becomes 100 percent vested
provided that they are employed by the Company at that time.
5
The Advest Thrift Plan
Notes to Financial Statements (Continued)
Withdrawals
Participants that are less than age 70 and one-half and remain employed by the
Company may elect to withdraw all or a portion of their vested 401(k) account
balance only under a condition of hardship.
Prior to January 1, 2001, each participant's interest in the Plan consisted of a
401(k) account and an Employee Stock Ownership Plan ("ESOP") account.
Participants that are age 55 may elect to withdraw up to 50 percent of their
ESOP account balance as of December 31, 2000, reduced by the amount of any prior
distributions.
Benefit Payments
Distributions of participants' vested Plan balance generally are paid within 120
days after the participant ceases to be an employee by reason of retirement
(normal retirement is upon attaining the age of 65), death, disability or
termination. The participant has the option of receiving a lump sum or
installments for amounts contributed to their account through September 30,
1989. Contributions made after September 30, 1989, and earnings thereon will be
distributed in a lump sum. Participants may choose to receive benefits from
their Plan account in cash or in-kind.
Plan Expenses
The Plan is responsible for payment of the administrative expenses; however, the
Company may pay the Plan expenses directly. The Company paid $78,820 for plan
administrative expenses for the plan year ending December 31, 2003. Transaction
charges (for loan and benefit payment transactions) and self-directed account
charges are paid by the Plan by reducing the balances of those participants
initiating the transactions.
2. Summary of Significant Accounting Policies
Basis of Presentation
The financial statements of the Plan are prepared on the accrual basis of
accounting. The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of net assets and changes therein. Actual results could differ from
those estimates.
Investment Valuation and Income Recognition
The investments are stated at fair value, generally based upon quoted market
prices where available. Purchases and sales of securities are recorded on a
trade date basis. Interest and dividend income are recorded on the accrual
basis. The Plan presents in the Statement of Changes in Net Assets Available for
Benefits the net appreciation (depreciation) in the fair value of its
investments which consists of the realized gains (losses) and the unrealized
appreciation (depreciation) on those investments.
6
The Advest Thrift Plan
Notes to Financial Statements (Continued)
Net appreciation (depreciation) for the year ended December 31, 2003, by
investment category is as follows:
Mutual funds $20,170,115
Common stock 3,240,142
Unit trust 211,533
Closed-end fund 138,837
Corporate bond 20,565
Preferred stock 6,279
U.S. Government securities (28,706)
Certificates of deposit 457,123
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$24,215,888
===========
Benefits Paid
Benefit payments are recorded when paid. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's vested
account. Amounts allocated to participants who have withdrawn from the Plan as
of year-end, but for which disbursement of those funds has not been made by
year-end, are not recognized as liabilities in the Statements of Net Assets
Available for Plan Benefits.
3. Transactions with Related Parties
The Plan engages in activities with various affiliates of the Company. The
common stock of MONY and shares of the Boston Advisors Money Market Funds (for
which affiliates of the Company act as investment advisor and distributor) were
among the investment options available during the plan years ended December 31,
2003 and 2002. Participant loans also qualify as party-in-interest transactions.
In addition, personnel and facilities of the Company have been used to perform
administrative functions for the Plan at no charge to the Plan.
4. Concentration of Investments
The following are investments that represent 5 percent or more of net assets
available for benefits as of December 31, 2003 and 2002:
December 31,
-------------------------
2003 2002
-------------------------
Investment Fair Value Fair Value
---------- ----------- -----------
Cash ** $38,136,080
Boston Advisors Money Market Cash Reserves Fund,
Cl.2,27,952,150 and 21,694,732 shares $27,952,150 $21,694,732
MONY Common Stock, N/A and 343,262 shares ** $ 7,347,088
Growth Fund of America, Inc., 581,586 and N/A shares $14,272,116 **
AIM Constellation Fund, 397,620 and N/A shares $ 8,552,812 **
** These investments represented less than 5% of net assets available for plan
benefits in this year.
7
The Advest Thrift Plan
Notes to Financial Statements (Continued)
The cash balance at December 31, 2002 is the result of investments which were
liquidated in preparation for the January 1, 2003 transfer to the new
recordkeeper (see Note 9). The cash was subsequently used to purchase shares of
the new investment options.
5. Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA. In the event of plan termination,
participants will become 100 percent vested in their accounts.
6. Tax Status
The Internal Revenue Service has determined and informed the Company, by letter
dated March 27, 2003, that the Plan and related trust are designed in accordance
with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been
amended subsequent to the request for that letter. The Company is of the opinion
that the Plan, as amended, is currently being operated in compliance with the
applicable requirements of the IRC. Therefore, no provision for income taxes has
been included in the Plan's financial statements.
In order to facilitate the continued tax-qualified status of the Plan,
nondiscrimination testing in accordance with the IRC is performed by the plan
administrator. Nondiscrimination testing has not yet been completed for the 2002
and 2003 plan years. Management is in the process of performing the testing and
intends to take the appropriate steps to facilitate the continued tax qualified
status of the Plan.
7. Reconciliation of Plan Financial Statements to the Form 5500
Certain balances included on Schedule H (Part I and II) of the Annual
Return/Report of Employee Benefit Plan (the "Form 5500") have been reclassified
for purposes of presentation in these financial statements to provide additional
disclosure.
8. Plan Merger
During 2001, the Company purchased Lebenthal & Co., Inc. Effective December 31,
2002, Lebenthal & Co., Inc. Profit Sharing Plan was merged with and into the
Plan. With the merger, effected participants became eligible to participate in
the Plan subject to the provisions of the plan agreement.
9. Plan Amendments
Effective January 1, 2003, Prudential Insurance Company of America replaced ATR,
Inc. as recordkeeper of the Plan and Prudential Trust Services succeeded Advest,
Inc. as trustee of the Plan. Effective with the changes, assets invested with
Advest, Inc. were liquidated and reinvested with Prudential Trust Services.
10. Subsequent Event
On September 17, 2003, AXA Financial, Inc. ("AXA") and MONY announced that their
Boards of Directors had unanimously approved a merger transaction in which AXA
would acquire 100% of the outstanding capital stock of MONY, subject to the
receipt of shareholder and regulatory approvals. The shareholders approved the
proposed transaction in a vote on May 18, 2004. The transaction closed on July
8, 2004.
8
Schedule I
The Advest Thrift Plan
Schedule H (Line 4i) Form 5500 -
Supplemental Schedule of Assets (Held at end of year)
December 31, 2003
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(c) Description of investment including maturity
(b)Identity of issue, borrower, date, rate of interest, collateral, par, or (e)Current
(a) lessor, or similar party maturity value (d)Cost Value
-----------------------------------------------------------------------------------------------------------------------
Oppenheimer Global Fund A $ 1,337,968 $ 1,788,368
Goldman Sachs Core Fixed Income Fund A 27,801 27,184
* Boston Advisors Cash Reserves Fund II 15,734,139 15,730,681
Van Kampen Growth & Income Fund A 2,280,544 2,771,185
American Balanced Fund 1,338,570 1,540,004
American Euro Pacific Growth Fund 1,299,259 1,554,303
PIMCO Foreign Bond Fund A 180,771 176,853
Goldman Sachs Small Cap Value Fund A 1,098,236 1,376,236
PIMCO Total Return A 3,760,766 3,746,884
AIM Constellation Fund 5,661,123 7,279,601
American Growth Fund of America 8,488,255 10,707,353
MFS Total Return Fund A 2,766,702 3,137,852
Templeton Foreign Fund A 3,240,577 4,081,975
Franklin U.S. Government Securities Fund 715,971 695,452
AIM Small Cap Growth Fund A 2,252,048 2,924,196
Lord Abbett Mid Cap Value Fund 1,984,812 2,351,675
PIMCO Real Return Bond Fund 701,237 685,019
Lord Abbett Affiliated A 5,280,728 6,698,029
Lord Abbett Bond Debenture Fund 1,099,383 1,217,898
Fidelity Advisor Dividend Growth T Fund 2,534,657 3,002,749
AIM Capital Development A 1,128,916 1,430,023
Lord Abbett High Yield A 1,007,192 1,106,533
Vanguard Trust 500 Admiral 2,928,572 3,579,357
* MONY Group Common Stock N/A 5,666,032
* Wells Fargo Bank Minnesota, N.A.. Prudential Stable Value Fund 3,504,237 3,566,944
* The Prudential Insurance Company AP Fund 2,212 2,212
* The Prudential Insurance Company LN AP Fund 1,380 1,380
Self-Directed Brokerage accounts various N/A 68,230,553
* Participant loans 4%-10.5% 0 3,120,714
------------
Total $158,197,245
============
*Indicates a party-in-interest to the Plan.
9
Pursuant to the requirements of the Securities Exchange
Act of 1934, the trustees (or other persons who administer
the Plan) have duly caused this Annual Report to be signed
by the undersigned hereunto duly authorized.
THE ADVEST THRIFT PLAN
Date: July 13, 2004 /s/ Kyle C. Burns
-------------------------------
Kyle C. Burns
Chairman and Plan Administrator
Benefit Plan Committee