-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Q3CboT13fXkRhPJ6FKQMtbCntQuQ6ZtAG4XucqT8ewcbmdbH/CBLznirfjxdWgRA tof5n5OcYvKrw4CditP75Q== 0000315032-03-000017.txt : 20030210 0000315032-03-000017.hdr.sgml : 20030210 20030210124759 ACCESSION NUMBER: 0000315032-03-000017 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STATE FARM MUTUAL AUTOMOBILE INSURANCE CO CENTRAL INDEX KEY: 0000315032 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 370533100 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: ONE STATE FARM PLAZA CITY: BLOOMINGTON STATE: IL ZIP: 61701 BUSINESS PHONE: 3097669831 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PHOENIX COMPANIES INC/DE CENTRAL INDEX KEY: 0001129633 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 060493340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-77958 FILM NUMBER: 03546533 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 061025056 BUSINESS PHONE: 8604035000 MAIL ADDRESS: STREET 1: ONE AMERICAN ROW STREET 2: PO BOX 5056 CITY: HARTFORD STATE: CT ZIP: 06012 SC 13G/A 1 phoenix2003final.txt SCHEDULE 13G, AMENDMENT 1 Schedule 13G/A Page _____ of _____ Pages 1 6 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ___)* 1 PHOENIX COMPANIES INC. ___________________________________________________ (Name of Issuer) COMMON SHARES ___________________________________________________ (Title of Class of Securities) 71902E109 ___________________________________________________ (Cusip Number) 12/31/2002 ___________________________________________________ (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *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 the disclosures provided in a prior cover page. The information required in 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). Schedule 13G Page _____ of _____ Pages 2 6 CUSIP No. ___71902E109 ___ ___________________________________________________ 1. Name of Reporting Person and I.R.S. Identification No.: State Farm Mutual Automobile Insurance Company 37-0533100 ___________________________________________________ 2. Check the appropriate box if a Member of a Group (a) _____ (b) __X__ ___________________________________________________ 3. SEC USE ONLY: ___________________________________________________ 4. Citizenship or Place of Organization: Illinois ___________________________________________________ Number of 5. Sole Voting Power: 5,896,090 * Shares ___________________________________________________ Beneficially 6. Shared Voting Power: 0 Owned by ___________________________________________________ Each 7. Sole Dispositive Power: 5,896,090 * Reporting ___________________________________________________ Person With 8. Shared Dispositive Power: 0 ___________________________________________________ 9. Aggregate Amount Beneficially Owned by each Reporting Person: 5,896,090 ___________________________________________________ 10. Check Box if the Aggregate Amount in Row 9 excludes Certain Shares: ____ ___________________________________________________ 11. Percent of Class Represented by Amount in Row 9: 6.21 % ___________________________________________________ 12. Type of Reporting Person: IC * Includes shares which could be acquired through conversion of other securities. See Item 4(a). Schedule 13G Page _____ of _____ Pages 3 6 Item 1(a) and (b). Name and Address of Issuer & Principal Executive Offices: _________________________________________________________ PHOENIX COMPANIES INC. ONE AMERICAN ROW HARTFORD, CT 06102-5056 Item 2(a). Name of Person Filing: State Farm Mutual Automobile Insurance _____________________ Company and related entities; See Item 8 and Exhibit A Item 2(b). Address of Principal Business Office: One State Farm Plaza ____________________________________ Bloomington, IL 61710 Item 2(c). Citizenship: United States ___________ Item 2(d) and (e). Title of Class of Securities and Cusip Number: See above. _____________________________________________ Item 3. This Schedule is being filed, in accordance with 240.13d-1(b). _____________________________________________________________ See Exhibit A attached. Item 4(a). Amount Beneficially Owned: 5,896,090 shares _________________________ Including 751,090 shares which could be acquired through conversion of other securities. Item 4(b). Percent of Class: 6.21 percent pursuant to Rule 13d-3(d)(1). ________________ Item 4(c). Number of shares as to which such person has: ____________________________________________ (i) Sole Power to vote or to direct the vote: 5,896,090 (ii) Shared power to vote or to direct the vote: (iii) Sole Power to dispose or to direct disposition of: 5,896,090 (iv) Shared Power to dispose or to direct disposition of: Item 5. Ownership of Five Percent or less of a Class: Not Applicable. ____________________________________________ Item 6. Ownership of More than Five Percent on Behalf of Another Person: N/A _______________________________________________________________ Item 7. Identification and Classification of the Subsidiary Which Acquired the Security being Reported on by the Parent Holding Company: N/A ______________________________________________________________ Item 8. Identification and Classification of Members of the Group: _________________________________________________________ See Exhibit A attached. Item 9. Notice of Dissolution of Group: N/A ______________________________ Schedule 13G Page _____ of _____ Pages 4 6 Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purpose or effect. 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. 02/01/2003 STATE FARM MUTUAL AUTOMOBILE _________________________________ Date INSURANCE COMPANY STATE FARM LIFE INSURANCE COMPANY STATE FARM FIRE AND CASUALTY COMPANY STATE FARM INSURANCE COMPANIES STATE FARM INVESTMENT MANAGEMENT EMPLOYEE RETIREMENT TRUST CORP. STATE FARM INSURANCE COMPANIES STATE FARM ASSOCIATES FUNDS SAVINGS AND THRIFT PLAN FOR TRUST - STATE FARM GROWTH FUND U.S. EMPLOYEES STATE FARM ASSOCIATES FUNDS TRUST - STATE FARM BALANCED FUND STATE FARM MUTUAL FUND TRUST STATE FARM VARIABLE PRODUCT TRUST /s/ Paul N. Eckley ________________________________ _________________________________ Paul N. Eckley, Fiduciary of Paul N. Eckley, Vice President each of the above of each of the above Schedule 13G Page _____ of _____ Pages 5 6 EXHIBIT A This Exhibit lists the entities affiliated with State Farm Mutual Automobile Insurance Company which might be deemed to constitute a "group" with regard to the ownership of shares reported herein. By way of explanation, State Farm Mutual Automobile Insurance Company is the parent of wholly owned subsidiaries, State Farm Life Insurance Company, which is the parent of the wholly owned subsidiary State Farm Life and Accident Assurance Company; State Farm Fire and Casualty Company; and, State Farm Investment Management Corp. State Farm Investment Management Corp. acts as the investment advisor to State Farm Associates Funds Trust - State Farm Growth Fund and State Farm Associates Funds Trust - State Farm Balanced Fund , State Farm Variable Product Trust, and State Farm Mutual Fund Trust. The Investment Committees of the Board of Directors of each of the insurance companies and of the State Farm Investment Management Corp. and the Trustees of the State Farm Insurance Companies Employee Retirement Trust, State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees, State Farm Variable Product Trust, and State Farm Mutual Fund Trust are vested with the responsibility for investing the assets of the companies, the Funds, the Trusts, and the Equities Account and the Balanced Account of the State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees. State Farm Mutual Automobile Insurance Company employs all personnel of the Investment Department. State Farm Investment Management Corp. has a written agreement with State Farm Mutual Automobile Insurance Company whereby the Investment Department personnel assist State Farm Investment Management Corp. in its duties as investment advisor to the Funds, State Farm Variable Product Trust, and State Farm Mutual Fund Trust. Investment actions taken by the Investment Department are ratified by the Investment Committees of the Boards of Directors of the insurance companies and State Farm Investment Management Corp. and by the Trustees of the Trusts and the Plan. Certain members of the Investment Department also execute voting proxies from time to time but in situations where a vote contrary to that of management on a major policy matter is under consideration, approval of the Investment Committees of the Boards of Directors of the Companies involved is first obtained. Pursuant to Rule 13d-4 each person listed in the table below expressly disclaims "beneficial ownership" as to all shares as to which such person has no right to receive the proceeds of sale of the security and disclaims that it is part of a "group". Schedule 13G Page _____ of _____ Pages 6 6 Number of Shares based Classification on Proceeds Name Under Item 3 of Sale ____ ______________ ____________ State Farm Mutual Automobile Insurance Company IC 5,896,090*shares State Farm Life Insurance Company IC 0 shares State Farm Life and Accident Assurance Company IC 0 shares State Farm Fire and Casualty Company IC 0 shares State Farm Investment Management Corp. IA 0 shares State Farm Associates Funds Trust - State Farm Growth Fund IV 0 shares State Farm Associates Funds Trust - State Farm Balanced Fund IV 0 shares State Farm Variable Product Trust IV 0 shares State Farm Insurance Companies Employee Retirement Trust EP 0 shares State Farm Insurance Companies Savings and Thrift Plan for U.S. Employees EP Equities Account 0 shares Balanced Account 0 shares State Farm Mutual Fund Trust IV 0 shares ----------------- 5,896,090*shares * Includes shares which could be acquired through conversion of other securities. See Item 4(a). -----END PRIVACY-ENHANCED MESSAGE-----